TRUSTMARK CORP, S-4, 1994-06-16

TRUSTMARK CORP
S-4, 1994-06-16
NATIONAL COMMERCIAL BANKS

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<PAGE> 1

As filed with the Securities and
Exchange Commission on _________, 1994
Registration No. 33-_______________

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

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

248 East Capitol Street
Jackson, MS 39201
(601) 354-5111
(Address, including Zip Code,
and telephone, including area code, of
Registrant's principal executive offices)

DAVID R. CARTER
TRUSTMARK CORPORATION
248 East Capitol Street
Jackson, Mississippi 39201
(601) 949-6694
(Name, address, including Zip Code, and telephone
number, including area code, of agent for service)

Copies of communications to:

ROBERT D. DRINKWATER
BRUNINI, GRANTHAM, GROWER & HEWES
P. O. Drawer 119
Jackson, Mississippi 39205

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

CALCULATION OF REGISTRATION FEE

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<CAPTION>
TITLE PROPOSED
OF EACH MAXIMUM PROPOSED
CLASS OF OFFERING MAXIMUM AMOUNT
SECURITIES AMOUNT PRICE AGGREGATE OF
TO BE TO BE PER OFFERING REGISTRATION
REGISTERED REGISTERED (1) UNIT (2) PRICE (3) FEE
---------- -------------- -------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock 3,737,514 $13.58 $50,762,274 $17,505
</TABLE>

(1) Maximum number of shares issuable in connection with the mergers.
(2) Based on market value of FNFC shares and book value of TNB shares to
be cancelled (Rule 457(f)(1), (2)).
(3) Market value of FNFC shares and book value of TNB shares (Rule 457
(f)(1), (2)).

The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
<PAGE> 2
TRUSTMARK CORPORATION

Cross-Reference Sheet Showing Location in
Proxy Statement-Prospectus of Information
Required by Items of Form S-4

<TABLE>
<CAPTION>
Form S-4
Item Heading Location in Proxy Statement-Prospectus
- ------------ --------------------------------------
<S> <C>
Item 1 Facing Page of Registration Statement; Outside front cover of
Proxy Statement-Prospectus

Item 2 Available Information; Incorporation of Certain Information by
Reference; Table of Contents

Item 3 Summary

Item 4 General Information - The Merger Agreement; -Background of
and Reasons for the Merger; - Fairness Opinion; - Background of and Reasons
for the Conversion of Trustmark Bank Shares into Trustmark Shares;
- Accounting Treatment; - Federal Income Tax Consequences;
- Comparison of Rights of Shareholders

Item 5 General Information - Pro Forma Financial Statements

Item 6 General Information - Background of and Reasons for the Merger

Item 7 NA

Item 8 General Information - Legal Opinion

Item 9 NA

Item 10 Available Information; Incorporation of Certain Information by
Reference; Summary; General Information - Trustmark Corporation and
Trustmark National Bank

Item 11 Incorporation of Certain Information by Reference

Item 12 General Information - First National Financial Corporation and
First National Bank of Vicksburg

Item 13 Incorporation of Certain Information by Reference

Item 14 NA
</TABLE>
<PAGE> 3

<TABLE>
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Item 15 Available Information; Incorporation of Certain Information by
Reference; Summary; General Information - First National Financial Corporation and
First National Bank of Vicksburg

Item 16 See Items 12 and 13

Item 17 NA

Item 18 Incorporation of Certain Information By Reference; Summary;
General Information - First National Financial Corporation and First National Bank of Vicksburg;
- The Special Meeting; Voting; Proxies; Revocation;
- Rights of Dissenting Shareholders

Item 19 NA
</TABLE>
<PAGE> 4
PROXY STATEMENT
OF
FIRST NATIONAL FINANCIAL CORPORATION
FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON ______________, 1994

INFORMATION STATEMENT
OF
TRUSTMARK NATIONAL BANK
FOR THE SPECIAL MEETING
OF SHAREHOLDERS TO BE
HELD ON ___________, 1994

PROSPECTUS
OF
TRUSTMARK CORPORATION
Relating to 3,737,514 shares of
COMMON STOCK

This Proxy Statement-Prospectus is being furnished to the holders of
shares of the common stock of First National Financial Corporation, a
Mississippi corporation ("FNFC") in connection with the solicitation of proxies
by the Board of Directors of FNFC for use at the special meeting of
shareholders and any adjournment thereof (the "Special Meeting") to be held on
______________, 1994, at __________ o'clock __.m., local time, at the main
office of First National Bank of Vicksburg, 1301 Washington Street, Vicksburg,
Mississippi 39180. At the Special Meeting, the shareholders of FNFC will be
asked to vote upon the proposed merger (the "Merger") of FNFC with and into
Trustmark Corporation, a Mississippi corporation ("Trustmark") in connection
with which each share of the outstanding common stock of FNFC will be converted
into 2.59736 shares of the common stock of Trustmark and $.79363 in cash.

This Proxy Statement-Prospectus is additionally being furnished as an
Information Statement to the holders of shares of the common stock of Trustmark
National Bank, a national banking association ("Trustmark Bank") in connection
with Trustmark Bank's special meeting of shareholders and any adjournment
thereof to be held on __________, 1994, at _____ o'clock ____.m., local time,
in the Basement Floor Auditorium in the main office of Trustmark Bank, 248 E.
Capitol Street, Jackson, Mississippi 39201. At the Trustmark Bank special
meeting, the shareholders of Trustmark Bank will be asked to vote, among other
things, upon the proposed consolidation of First National Bank of Vicksburg, a
national banking association ("FNBV") with Trustmark Bank, under the charter of
Trustmark Bank (the "Bank Merger"), in connection with which each share of the
outstanding common stock of Trustmark Bank, other than shares held by
Trustmark, will be converted into 13 shares of the common stock of Trustmark.
The Merger and the Bank Merger are hereafter collectively referred to as the
"Mergers."
<PAGE> 5
This Proxy Statement-Prospectus also constitutes the prospectus of
Trustmark relating to (i) up to 3,600,000 shares of Trustmark common stock to
be issued to FNFC's shareholders pursuant to the Merger, and (ii) 137,514
shares of Trustmark common stock to be issued to Trustmark Bank's
shareholders, other than Trustmark, pursuant to the Bank Merger.

____________________________________

THE SHARES OF TRUSTMARK TO BE ISSUED PURSUANT TO THE MERGERS HAVE NOT
BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROXY
STATEMENT-PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

____________________________________

The date of this Proxy Statement-Prospectus is ________, 1994.

ii
<PAGE> 6
AVAILABLE INFORMATION

Trustmark and FNFC are subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). A Registration
Statement on Form S-4 under the Securities Act of 1933, as amended, including
this Proxy Statement-Prospectus, has been filed by Trustmark with the
Commission with respect to the Trustmark common shares to be issued upon
consummation of the Mergers. For further information pertaining to Trustmark
and the shares of Trustmark to which this Proxy Statement-Prospectus relates,
reference is made to such Registration Statement, including the Exhibits filed
as a part thereof. As permitted by the rules and regulations of the
Commission, certain information included in the Registration Statement is
omitted from this Proxy Statement-Prospectus. Copies of the Registration
Statement as well as the reports, proxy statements and other information that
Trustmark and FNFC have filed with the Commission can be obtained from the
Commission at prescribed rates by addressing a written request for such copies
to the Public Reference Section of the Commission at Room 2120, 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549. In addition, the
reports, proxy statements and other information filed by Trustmark and FNFC
with the Commission can be inspected and copied at the public reference
facilities referred to above and at the regional offices of the Commission at:
Chicago Regional Office, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661; and New York Regional Office, 7 World Trade Center, Suite 1300, New
York, New York 10048. Trustmark's common shares are included for quotation on
the National Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ/NMS") and reports, proxy statements and other information concerning
Trustmark are available for inspection and copying at the offices of the
National Association of Securities Dealers, 1735 K Street, N.W. Washington,
D.C. 20006.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

This Proxy Statement-Prospectus incorporates documents by reference
which are not presented herein or delivered herewith. Such documents relating
to Trustmark and FNFC are available without charge upon request. Requests for
copies of documents related to Trustmark should be directed to Trustmark
Corporation, 248 East Capitol Street, Jackson, Mississippi 39201, ATTN: David
R. Carter, Telephone Number (601) 949-6694. Requests for copies of documents
related to FNFC should be directed to First National Financial Corporation,
1301 Washington Street, Vicksburg, Mississippi 39180, Attn: William L. Ikerd,
Controller. Telephone Number: (601) 631-3222. In order to ensure timely
delivery of the documents, any request should be made at least five days prior
to the date of the Special Meetings.

iii
<PAGE> 7
The following documents filed by Trustmark with the Commission under
Section 13 of the Exchange Act are hereby incorporated by reference into this
Proxy Statement-Prospectus: (i) Trustmark's Annual Report on Form 10-K for the
year ended December 31, 1993; (ii) Trustmark's Proxy Statement in connection
with its 1994 Annual Shareholders' Meeting; (iii) Trustmark's Quarterly Report
on Form 10-Q for the period ended March 31, 1994; and (iv) the description of
Trustmark's common stock contained in the registration of Trustmark's common
stock filed pursuant to Section 12 of the Exchange Act, and all amendments
thereto.

All documents filed by Trustmark pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date hereof and prior to the
Special Meeting are hereby incorporated by reference into this Proxy
Statement-Prospectus and shall be deemed a part hereof from the date of filing
of such documents.

The following documents filed by FNFC with the Commission under
Section 13 of the Exchange Act are hereby incorporated by reference into this
Proxy Statement-Prospectus: (i) FNFC's Annual Report on Form 10-K for the year
ended December 31, 1993; (ii) FNFC's Proxy Statement in connection with its
1994 Annual Shareholders' Meeting; (iii) FNFC's Quarterly Report on Form 10-Q
for the period ended March 31, 1994; and (iv) the description of FNFC's common
stock contained in the registration of FNFC's common stock filed pursuant to
Section 12 of the Exchange Act, and all amendments thereto.

All documents filed by FNFC pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date hereof and prior to the
Special Meeting are hereby incorporated by reference into this Proxy
Statement-Prospectus and shall be deemed a part hereof from the date of filing
of such documents.

No person is authorized to give any information or to make any
representation not contained in this Proxy Statement- Prospectus and, if given
or made, such information or representation should not be relied upon as having
been authorized. This Proxy Statement-Prospectus does not constitute an offer
to sell, or a solicitation of an offer to purchase, the securities offered by
this Proxy Statement-Prospectus, or the solicitation of a proxy, in any
jurisdiction or to any person to whom it is unlawful to make such offer or
solicitation. Neither the delivery of this Proxy Statement-Prospectus nor any
distribution of the securities to which this Proxy Statement-Prospectus relates
shall, under any circumstances, create any implication that there has been no
change in the affairs of Trustmark or FNFC since the date hereof.

This Proxy Statement-Prospectus does not relate to any resales of
Trustmark common stock received by any person upon consummation of the Merger,
and no person is authorized to make any use of this Proxy Statement-Prospectus
in connection with any such resale.

iv
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TABLE OF CONTENTS

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Page
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AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Special Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Votes Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Boards of Directors' Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Representations, Warranties, Covenants and Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Effective Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Tax Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Dissenters' Rights of Appraisal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Resales of Trustmark Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Regulatory Authority Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Markets and Market Prices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Comparative Per Share Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Trustmark Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
First National Financial Corporation Selected Financial
Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Trustmark National Bank Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Pro Forma Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Trustmark Corporation and Trustmark National Bank . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
First National Financial Corporation and First National
Bank of Vicksburg . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
FNFC Special Meeting; Voting; Proxies; Revocation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Trustmark Bank Special Meeting; Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Background of and Reasons for the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Fairness Opinion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Background of and Reasons for the Conversion of
Trustmark Bank Shares Into Trustmark Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
The Merger Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Conversion; Fractional Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Representations, Warranties and Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Special Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Conditions to Consummation of the Mergers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Pro Forma Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
</TABLE>

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Procedure for Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Rights of Dissenting Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Federal Income Tax Consequences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Accounting Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Resales of Trustmark Common Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Regulatory Authority Approvals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Management and Operations After the Mergers . . . . . . . . . . . . . . . . . . . . . . . . . 47
Comparison of Rights of Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
</TABLE>

vi
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SUMMARY

The following summary is not intended to be complete and is qualified
in all respects by the more detailed information included in this Proxy
Statement-Prospectus or incorporated herein by reference. Shareholders are
urged to carefully review the entire Proxy Statement-Prospectus and other
documents to which this Proxy Statement-Prospectus refers. All information
concerning Trustmark and Trustmark Bank included in this Proxy
Statement-Prospectus has been furnished by Trustmark and all information
concerning FNFC and FNBV has been furnished by FNFC. Neither Trustmark nor
FNFC warrants the accuracy or completeness of information relating to any other
party.

THE PARTIES

Trustmark Corporation and Trustmark National Bank

Trustmark, a Mississippi corporation, is a one-bank holding company
which owns 99.63 percent of the outstanding shares of Trustmark Bank. As of
March 31, 1994, Trustmark had total assets of $4,544,596,000, net loans of
$1,977,451,000, total deposits of $3,274,947,000 and total stockholders' equity
of $371,443,000. Through Trustmark Bank, Trustmark conducts a general
commercial banking and trust business in 143 banking facilities located in 44
communities in Mississippi. Trustmark's principal executive offices are
located at 248 East Capitol Street, Jackson, Mississippi 39201, Telephone
Number (601) 354-5111. See the heading "General Information - Trustmark
Corporation and Trustmark National Bank."

First National Financial Corporation and First National Bank of
Vicksburg

FNFC, a Mississippi corporation, is a one-bank holding company which
owns 100 percent of the outstanding shares of First National Bank of Vicksburg
("FNBV"). As of March 31, 1994, FNFC had total assets of $301,746,000, net
loans of $138,627,000, total deposits of $258,071,000 and total stockholders'
equity of $29,145,000. Through FNBV, FNFC conducts a general commercial
banking business through nine banking facilities located in two Mississippi
communities. FNFC's principal executive offices are located at 1301 Washington
Street, Vicksburg, Mississippi 39180, Telephone Number (601) 636-1151. See the
heading "General Information - First National Financial Corporation and First
National Bank of Vicksburg."

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<PAGE> 11
THE MERGERS

The Merger

Pursuant to the Merger Agreement among Trustmark, Trustmark Bank, FNFC
and FNBV dated as of May 4, 1994, (the "Merger Agreement"), FNFC will be merged
with and into Trustmark, with Trustmark as the surviving corporation. As a
result of the Merger, other than shares with respect to which holders have
perfected their dissenters' rights of appraisal, each outstanding share of FNFC
issued and outstanding on the Effective Date of the Merger (the date the Merger
is consummated) shall be converted into (i) 2.59736 shares of Trustmark common
stock, and (ii) $.79363 in cash, and former FNFC shareholders will become
shareholders of Trustmark. Any fractional Trustmark shares which would
otherwise be issued as a result of the Merger will not be issued. Instead,
cash will be paid to FNFC shareholders in lieu of fractional shares. Pursuant
to the Merger Agreement, the consideration to be received by FNFC's
shareholders in connection with the Merger may be adjusted if the market price
of Trustmark's shares falls below $13.50 per share during a specified period
prior to the consummation of the Merger. See the heading, "General Information
- - The Merger Agreement."

The Bank Merger

Pursuant to the Merger Agreement, FNBV will be consolidated with
Trustmark Bank, under the charter of Trustmark Bank (the "Bank Merger"). As a
result of the Bank Merger: (i) Trustmark Bank will issue additional shares
of its common stock to Trustmark, and (ii) other than shares with respect to
which holders have perfected their dissenters' rights of appraisal, each
outstanding share of Trustmark Bank owned by shareholders other than Trustmark
on the Effective Date of the Bank Merger shall be converted into 13 shares of
the common stock of Trustmark. As a consequence of the Bank Merger, Trustmark
will own 100 percent of the outstanding shares of Trustmark Bank. See the
headings "General Information - The Merger Agreement and - Background of and
Reasons for the Conversion of Trustmark Bank Shares into Trustmark Shares."

THE SPECIAL MEETINGS

FNFC

The Special Meeting of FNFC's shareholders to consider and vote on the
Merger will be held on ___________________, 1994, at ______ o'clock ___.m.,
local time, in the main office of FNBV, 1301 Washington Street, Vicksburg,
Mississippi 39180. Only holders of record of FNFC's common shares at the close
of business on ____________, 1994 (the "Record Date") will be entitled to
notice

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<PAGE> 12
of and to vote at the Special Meeting. See the heading "General Information -
FNFC Special Meeting; Voting; Proxies; Revocation."

Trustmark Bank

The Special Meeting of Trustmark Bank's shareholders to consider and
vote on the Bank Merger will be held on __________, 1994, at _____ o'clock
___.m., local time, in the Basement Floor Auditorium located in the main office
of Trustmark National Bank, 248 East Capitol Street, Jackson, Mississippi
39201. Only holders of record of Trustmark Bank common shares at the close of
business on _________________, 1994, (the "Trustmark Bank Record Date") will be
entitled to notice of and to vote at the Trustmark Bank Special Meeting. See
the heading "General Information - Trustmark Bank Special Meeting; Voting."

VOTES REQUIRED

The Merger

Approval of the Merger requires the affirmative vote of a majority
(693,012) of the 1,386,023 outstanding shares of FNFC. A vote of Trustmark's
shareholders is not required to approve the Merger.

As of April 30, 1994, FNFC's directors and officers (vice president
and above) beneficially owned approximately 375,650 (27.1 percent) of the
outstanding shares of FNFC common stock. FNFC's directors, which owned
364,843 (26.3 percent) shares, have agreed to vote their FNFC shares in favor
of the Merger. See the heading "General Information - FNFC Special Meeting;
Voting; Proxies; Revocation."

The Bank Merger

The Bank Merger must be approved by two-thirds of the issued and
outstanding shares of FNBV and Trustmark Bank. Trustmark, which owns in excess
of 99 percent of the Trustmark Bank shares, intends to vote its shares in favor
of the Bank Merger and FNFC, which owns 100 percent of the outstanding FNBV
shares, intends to vote its shares in favor of the Bank Merger. Trustmark Bank
is not soliciting proxies in connection with the Trustmark Bank special
meeting. See the heading "General Information - Trustmark Bank Special
Meeting; Voting."

BOARDS OF DIRECTORS' RECOMMENDATIONS

The Merger

The Board of Directors of FNFC, which is soliciting proxies in
connection with the Special Meeting, unanimously voted to approve the Merger
and recommends that FNFC's shareholders vote FOR

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<PAGE> 13
adoption of the Merger Agreement. See the heading "General Information -
Background of and Reasons for the Merger."

The Bank Merger

The Board of Directors of Trustmark Bank unanimously voted to approve
the Bank Merger and recommends that Trustmark Bank's shareholders vote FOR
adoption of the Merger Agreement.

FAIRNESS OPINION

FNFC has received an opinion from Alex Sheshunoff & Co. that the
Merger is "fair" from a financial point of view to the shareholders of FNFC.
Alex Sheshunoff & Co. anticipates delivering its updated opinion on the
Effective Date of the Merger substantially in the form attached as Exhibit B to
this Proxy Statement-Prospectus.

REPRESENTATIONS, WARRANTIES, COVENANTS AND CONDITIONS

Pursuant to the Merger Agreement, both Trustmark and FNFC made certain
representations and warranties to the other. The continued truth and accuracy
of those representations and warranties is a condition to consummation of the
Mergers.

Trustmark's and Trustmark Bank's obligations to consummate the Mergers
are subject to, among other things: (i) the approval of the Merger by FNFC and
FNBV's Boards of Directors and Shareholder(s); (ii) receipt of all required
approvals of regulatory authorities; (iii) Trustmark's receipt of the opinion
of Arthur Andersen and Co. that the Mergers can be accounted for as a "pooling
of interests" for financial reporting purposes and the Commission not having
asserted or threatened to assert a contrary determination; (iv) no material
adverse change having occurred in the financial condition, tangible properties
or prospects of FNFC or FNBV since May 25, 1994; (v) the reserve for loan
losses then maintained by FNBV being adequate to provide for the anticipated
loan losses of FNBV as of such date in accordance with accepted audit, bank
examination and bank regulatory standards, and the tangible assets of FNFC,
excluding FNBV, having a fair market value equal to or greater than its
liabilities; (vi) Trustmark having received the legal opinion of counsel to
FNFC in accordance with the Merger Agreement; and (vii) Trustmark's
satisfaction that the Mergers will qualify as tax-free reorganizations for
federal income tax purposes.

FNFC and FNBV's obligations to consummate the Mergers are subject to,
among other things: (i) the approval of the Mergers by the Board of Directors
of Trustmark and the Board of Directors and Shareholders of Trustmark Bank;
(ii) receipt of all required approvals of regulatory authorities; (iii) FNFC's
satisfaction that the Merger will qualify as a tax-free reorganization for
federal income tax purposes; (iv) receipt of the opinion of counsel to

4
<PAGE> 14
Trustmark in accordance with the Merger Agreement; (v) no material adverse
change having occurred in the condition, financial or otherwise, of Trustmark
or Trustmark Bank since December 31, 1993; and (vi) receipt from a qualified
investment banker of an opinion that the Merger is fair to the shareholders of
FNFC. See the heading "General Information - The Merger Agreement."

TERMINATION

The Merger Agreement may be terminated and the Merger abandoned at any
time prior to the Effective Date under certain circumstances. See the heading
"General Information - The Merger Agreement."

EFFECTIVE DATE

The Effective Date, which is currently targeted for October, 1994,
will occur as soon as practical following receipt of: (i) the approval of the
Comptroller of the Currency and passage of the required 30-day waiting period
following such approval, (ii) the approval of the Federal Reserve Board and
passage of the required 30-day waiting period following such approval, (iii)
approval of the Merger by FNFC's shareholders, and (iv) the satisfaction of all
other conditions to consummation of the Mergers. See the heading "General
Information - Regulatory Authority Approvals."

DIVIDENDS

FNFC will be permitted to pay cash dividends of $.20 per share with
respect to each quarterly period ending prior to the Effective Date of the
Merger. See the heading "General Information - The Merger Agreement."

FEDERAL INCOME TAX CONSEQUENCES

The Merger

Trustmark and FNFC anticipate that the Merger will constitute a
"reorganization" within the meaning of Section 368(a) of the Internal Revenue
Code of 1986 and that FNFC's shareholders, except to the extent receiving cash
in connection with the Merger and except for shareholders exercising
dissenters' rights of appraisal, will not recognize gain or loss for federal
income tax purposes upon the conversion of FNFC common shares into Trustmark
common shares.

The Bank Merger

Trustmark and Trustmark Bank anticipate that the Bank Merger,
including the exchange of Trustmark common shares for Trustmark Bank common
shares owned by shareholders other than Trustmark, will constitute a
reorganization within the meaning of Section 368(a) of

5
<PAGE> 15
the Internal Revenue Code of 1986 and that Trustmark Bank's shareholders,
except for shareholders exercising dissenters' rights of appraisal, will not
recognize gain or loss for federal income tax purposes upon the conversion of
their Trustmark Bank common shares into Trustmark common shares. See the
heading "General Information - Federal Income Tax Consequences."

TAX OPINION

Brunini, Grantham, Grower & Hewes, counsel to Trustmark, is expected
to render its opinion that, based upon the representations relied upon and the
assumptions set forth therein, the Mergers will qualify as reorganizations
within the meaning of Section 368(a) of the Internal Revenue Code of 1986 and
that, accordingly, except for cash received in connection with the Mergers, and
except with respect to shareholders exercising dissenters' rights of appraisal,
no gain or loss will be recognized by FNFC's shareholders and Trustmark Bank's
shareholders as a consequence of the Mergers.

ACCOUNTING TREATMENT

The Merger will be accounted for as a "pooling of interests" for
financial reporting purposes. See the heading "General Information -
Accounting Treatment."

DISSENTERS' RIGHTS OF APPRAISAL

Pursuant to Mississippi law, FNFC's shareholders will have dissenters'
rights of appraisal as a result of the Merger and will, accordingly, be
entitled to be paid cash for the value of their FNFC shares.

Pursuant to federal law, Trustmark Bank's shareholders will have
dissenters' rights of appraisal as a result of the Bank Merger and will,
accordingly, be entitled to be paid cash for the value of their Trustmark Bank
shares. See the heading "General Information - Rights of Dissenting
Shareholders."

RESALES OF TRUSTMARK SHARES

Except for Trustmark shares held by "affiliates" of FNFC, Trustmark
Bank or Trustmark, the Trustmark shares received as a consequence of the
Merger will be freely transferrable. See the heading "General Information -
Resales of Trustmark Common Shares."

REGULATORY AUTHORITY APPROVALS

Applications relating to the Mergers have been filed with the Federal
Reserve Board and the Office of the Comptroller of the Currency. The
transaction is also subject to antitrust review by the United States Department
of Justice. As of the date hereof, no

6
<PAGE> 16
regulatory authority approval has been obtained. See the heading "General
Information - Regulatory Authority Approvals."

MARKETS AND MARKET PRICES

The Merger

Trustmark's common shares are included for quotation on the NASDAQ/NMS.

There is no active trading market for FNFC's common shares. However,
a securities broker in Vicksburg facilitates trading of FNFC's stock.

The following table sets forth the closing price per share of
Trustmark common stock, the market price of FNFC common stock and the
equivalent per share value of FNFC common stock on March 25, 1994, which was
the last trading date preceding public announcement of the proposed Merger, and
on June _____, 1994.

<TABLE>
<CAPTION>
Price of Price of FNFC's
Trustmark's FNFC's Equivalent
Common Common Per Share
Date Stock Stock Value
- ---- ---------- ------- --------
<S> <C> <C> <C>
March 25, 1994 $15.50 $29.00 $41.05

June ____, 1994 $
</TABLE>

The equivalent per share value of a share of FNFC common stock at the
specified date represents the closing price of a share of Trustmark common
stock on such date multiplied by 2.59736, plus the $.79363 per share to be
received by FNFC's shareholders. See the heading "General Information - The
Merger Agreement."

The Bank Merger

There is no active trading market for the outstanding common shares of
Trustmark Bank. The following table sets forth certain equivalent per share
data concerning Trustmark Bank's outstanding common shares. This data
represents the closing price of Trustmark's common shares on June _____, 1994,
multiplied by 13, and, accordingly, represents the value as of such date of the
Trustmark shares to be received by the holders of the outstanding common shares
of Trustmark Bank as a consequence of the Bank Merger.

7
<PAGE> 17
<TABLE>
<CAPTION>
Price of Trustmark Bank's
Trustmark's Equivalent
Common Per Share
Date Stock Value
- ----- ---------- ----------------
<S> <C>
June ___, 1994 $
</TABLE>

COMPARATIVE PER SHARE DATA

The Merger

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

The pro forma data gives effect to (i) the Merger accounted for as a
pooling of interests using an exchange ratio of 2.59736 Trustmark common shares
for each FNFC common share, and (ii) the Bank Merger using an exchange ratio
of 13 Trustmark common shares for each Trustmark Bank common share owned by
Trustmark Bank's minority shareholders. Equivalent pro forma per share amounts
for FNFC are calculated by multiplying the pro forma income per share, pro
forma book value per share and pro forma dividends per share of Trustmark by an
exchange ratio of 2.59736. This information is not necessarily indicative of
the results of operations or combined financial condition that would have
resulted if the Mergers had been consummated at the beginning of the periods
indicated.

<TABLE>
<CAPTION>
Quarter Ended
March 31, Year Ended December 31,
---------------- ----------------------------
1994 1993 1993 1992 1991
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
TRUSTMARK CORPORATION AND
SUBSIDIARIES:
Net Income Per Share :
Historical $0.42 $0.39 $1.66 $1.30 $0.94
Pro Forma 0.40 0.37 1.54 1.23 0.91

Cash Dividends Per Share :
Historical 0.10 0.09 0.38 0.36 0.35
Pro Forma 0.10 0.09 0.37 0.34 0.33

Book Value Per Share:

Historical 11.92 11.50
Pro Forma 11.48 11.11

FIRST NATIONAL FINANCIAL
CORPORATION AND SUBSIDIARY:
Net Income Per Share :
Historical 0.54 0.53 1.52 1.81 1.91
Equivalent Pro Forma 1.04 0.96 4.00 3.19 2.36
</TABLE>

8
<PAGE> 18
<TABLE>
<S> <C> <C> <C> <C> <C>
Cash Dividends Per Share :
Historical 0.20 0.14 0.70 0.55 0.46
Equivalent Pro Forma 0.26 0.23 0.96 0.88 0.86

Book Value Per Share:

Historical 21.03 20.90
Equivalent Pro Forma 29.82 28.86
</TABLE>

The Bank Merger

The following presents certain data concerning net income per share,
dividends per share and book value per share for Trustmark and subsidiaries and
Trustmark Bank on a historical and pro forma basis. This information is
presented to assist Trustmark Bank's shareholders in evaluating the effect of
the Bank Merger, in connection with which Trustmark Bank's minority
shareholders will receive 13 Trustmark shares for each Trustmark Bank share
held by them on the Effective Date of the Bank Merger.

The pro forma data gives effect to (i) the Bank Merger using an
exchange ratio of 13 Trustmark shares for each Trustmark Bank common share
owned by Trustmark Bank's minority shareholders and reflecting the issuance of
194,359 additional Trustmark Bank shares to Trustmark, and (ii) the Merger
accounted for as a pooling of interests using an exchange ratio of 2.59736
Trustmark common shares for each FNFC share. Equivalent pro forma per share
amounts are calculated by multiplying the pro forma income per share, pro forma
book value per share and pro forma dividends per share by an exchange ratio of
13. This information is not necessarily indicative of the results of
operations or combined financial condition that would have resulted if the
Mergers had been consummated at the beginning of the periods indicated.

Cash Dividends Per Share :
Historical 0.10 0.09 0.38 0.36 0.35
Pro Forma 0.10 0.09 0.37 0.34 0.33

Book Value Per Share:
Historical 11.92 11.50
Pro Forma 11.48 11.11
</TABLE>

9
<PAGE> 19

<TABLE>
<S> <C> <C> <C> <C> <C>
TRUSTMARK NATIONAL BANK:
Net Income Per Share :
Historical 5.31 5.11 21.34 17.07 12.12
Equivalent Pro Forma 5.20 4.81 20.02 15.99 11.83

Cash Dividends Per Share :
Historical 1.29 1.24 5.01 4.78 4.63
Equivalent Pro Forma 1.30 1.17 4.81 4.42 4.29

Book Value Per Share:
Historical 147.33 142.95
Equivalent Pro Forma 149.24 144.43
</TABLE>

TRUSTMARK SELECTED FINANCIAL DATA

The following table presents, on a historical basis, selected
consolidated financial data for Trustmark. This information is based upon the
consolidated financial statements of Trustmark incorporated herein by
reference. Results for the three months ended March 31, 1994, are not
necessarily indicative of results to be expected for the entire year. All
adjustments necessary to arrive at a fair statement of results of interim
operations of Trustmark, in the opinion of management of Trustmark, have been
made. All information is in thousands except per share data.

10
<PAGE> 20
<TABLE>
<CAPTION>
(unaudited)
Quarter Ended
March 31, Year Ended December 31,
---------------- -----------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF INCOME
Total interest income $71,468 $71,212 $290,559 $288,663 $309,670 $304,750 $277,222
Total interest expense 26,666 27,999 109,002 128,705 174,342 187,901 172,392
------ ------ ------- ------- ------- ------- -------
Net interest income 44,802 43,213 181,557 159,958 135,328 116,849 104,830
Provision for loan losses 215 3,786 17,596 24,068 25,207 15,133 11,523
Other income 11,363 10,477 45,374 43,589 38,491 36,456 30,385
Other expenses 36,233 34,572 139,611 124,511 112,361 102,151 90,620
------- ------- -------- -------- -------- -------- --------
Income before income taxes and
cumulative effect of change in
accounting principle 19,717 15,332 69,724 54,968 36,251 36,021 33,072
Income taxes 6,650 5,330 21,093 16,711 8,680 6,944 5,015
Cumulative effect of change in
accounting for income taxes 1,519 1,519
------- ------- ------- ------- ------- ------- -------
Net income $13,067 $11,521 $50,150 $38,257 $27,571 $29,077 $28,057
======= ======= ======= ======= ======= ======= =======

CONSOLIDATED BALANCE SHEETS
Total assets $4,544,596 $4,172,593 $4,432,026 $4,085,140 $3,878,394 $3,700,022 $3,108,432
Investment securities, held
to maturity 1,082,146 1,608,790 1,796,828 1,533,148 1,361,851 1,212,619 679,481
Net loans 1,977,451 1,814,236 2,021,176 1,856,213 1,848,091 1,818,400 1,780,739
Deposits 3,274,947 3,148,180 3,189,205 3,196,882 3,160,667 3,065,633 2,570,266

PER SHARE DATA
Net income per share before
cumulative effect of change
in accounting principle $0.42 $0.34 $1.61 $1.30 $0.94 $0.99 $0.95
Cumulative effect of change
in accounting for income taxes 0.05 0.05
----- ---- ---- ---- ----- ----- -----
Net income per share $0.42 $0.39 $1.66 $1.30 $0.94 $0.99 $0.95
===== ===== ===== ===== ===== ===== =====

Cash dividends per share $0.10 $0.09 $0.38 $0.36 $0.35 $0.34 $0.32
===== ===== ===== ===== ===== ===== =====
</TABLE>

FIRST NATIONAL FINANCIAL CORPORATION SELECTED FINANCIAL DATA

The following table presents, on a historical basis, selected
consolidated financial data for FNFC. This information is based upon the
consolidated financial statements of FNFC incorporated herein by reference.
Results for the three months ended March 31, 1994, are not necessarily
indicative of results to be expected for the entire year. All adjustments
necessary to arrive at a fair statement of results of interim operations of
FNFC, in the opinion of management of FNFC, have been made. All information is
in thousands except per share data.

11
<PAGE> 21
<TABLE>
<CAPTION>
(unaudited)
Quarter Ended
March 31, Year Ended December 31,
---------------- -----------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF INCOME
Total interest income $4,858 $4,969 $20,048 $21,963 $23,998 $24,133 $22,553
Total interest expense 2,001 2,025 7,983 9,664 12,873 13,913 13,116
----- ----- ----- ----- ------ ------ ------
Net interest income 2,857 2,944 12,065 12,299 11,125 10,220 9,437
Provision for loan losses 97 296 1,000 2,669 1,970 1,115 1,000
Other income 592 771 2,524 1,994 1,778 1,439 1,483
Other expenses 2,452 2,525 10,955 8,332 7,865 7,376 6,711
------ ------ ------- ------ ------ ------ ------
Income before income taxes 900 894 2,634 3,292 3,068 3,168 3,209
Income taxes 147 156 532 780 427 602 950
------ ------ ------- ------ ------ ------ ------
Net income $ 753 $ 738 $ 2,102 $2,512 $2,641 $2,566 $2,259
====== ====== ======= ====== ====== ====== ======

CONSOLIDATED BALANCE SHEETS
Total assets $301,746 $269,440 $284,336 $266,638 $261,897 $255,715 $231,396
Investment securities, held
to maturity 73,036 95,960 26,581 82,286 74,235 75,073 54,853
Net loans 138,627 142,789 144,828 151,416 156,334 150,568 141,464
Deposits 258,071 239,070 242,733 236,452 229,336 227,925 206,353

PER SHARE DATA
*Net income per share $0.54 $0.53 $1.52 $1.81 $1.91 $1.85 $1.63
===== ===== ===== ===== ===== ===== =====

*Cash dividends per share $0.20 $0.14 $0.70 $0.55 $0.46 $0.41 $0.36
===== ===== ===== ===== ===== ===== =====
</TABLE>

*Net income and dividends per common share are based upon the weighted average
shares outstanding for each period, adjusted retroactively for 10% stock
dividends each year.

TRUSTMARK NATIONAL BANK SELECTED FINANCIAL DATA

The following table presents, on a historical basis, selected
financial data for Trustmark Bank. This information is based upon the
financial statements of Trustmark Bank. Results for the three months ended
March 31, 1994, are not necessarily indicative of results to be expected for
the entire year. All adjustments necessary to arrive at a fair statement of
results of interim operations of Trustmark Bank, in the opinion of management
of Trustmark Bank, have been made. All information is in thousands except per
share data.

12
<PAGE> 22
<TABLE>
<CAPTION>
(unaudited)
Quarter Ended
March 31, Year Ended December 31,
----------------- ----------------------------------------------------
1994 1993 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF INCOME
Total interest income $71,342 $71,069 $290,209 $288,259 $309,344 $304,254 $276,729
Total interest expense 26,671 28,011 109,032 128,801 174,558 187,965 172,433
------ ------ ------- ------- ------- ------- -------
Net interest income 44,671 43,058 181,177 159,458 134,786 116,289 104,296
Provision for loan losses 215 3,786 17,596 24,068 25,207 15,133 11,523
Other income 11,363 10,475 45,404 43,587 38,473 35,738 30,361
Other expenses 35,969 34,445 139,275 123,727 112,124 101,905 90,410
------- ------- -------- -------- -------- -------- --------
Income before income taxes and
cumulative effect of change in
accounting principle 19,850 15,302 69,710 55,250 35,928 34,989 32,724
Income taxes 6,668 5,300 21,029 16,742 8,587 6,607 4,936
Cumulative effect of change in
accounting for income taxes 1,519 1,519
------- ------- ------- ------- ------- ------- -------
Net income $13,182 $11,521 $50,200 $38,508 $27,341 $28,382 $27,788
======= ======= ======= ======= ======= ======= =======

CONSOLIDATED BALANCE SHEETS
Total assets $4,538,586 $4,163,844 $4,427,843 $4,076,441 $3,871,769 $3,693,248 $3,101,804
Investment securities, held
to maturity 1,082,146 1,602,905 1,791,905 1,527,341 1,358,485 1,209,276 676,096
Net loans 1,977,451 1,812,313 2,021,176 1,854,163 1,845,517 1,815,661 1,777,982
Deposits 3,276,073 3,150,946 3,190,179 3,199,548 3,163,481 3,067,994 2,571,454

PER SHARE DATA
Net income per share before
cumulative effect of change
in accounting principle $5.31 $4.43 $20.70 $17.07 $12.12 $12.58 $12.32
Cumulative effect of change
in accounting for income taxes 0.68 0.64
----- ----- ------ ------ ------ ------ ------
Net income per share $5.31 $5.11 $21.34 $17.07 $12.12 $12.58 $12.32
===== ===== ====== ====== ====== ====== ======

Cash dividends per share $1.29 $1.24 $ 5.01 $ 4.78 $ 4.63 $ 4.53 $ 4.24
===== ===== ====== ====== ====== ====== ======
</TABLE>

PRO FORMA SELECTED FINANCIAL DATA

The Merger

The following table presents, on a pro forma basis, selected unaudited
consolidated financial data for Trustmark and FNFC. This information is based
upon the consolidated financial statements of each corporation incorporated
herein by reference. The pro forma data gives effect to (i) the Merger
accounted for as a pooling of interests using an exchange ratio of 2.5973
Trustmark common shares for each FNFC common share, and (ii) the Bank Merger
using an exchange ratio of 13 Trustmark common shares for each Trustmark Bank
common share owned by Trustmark Bank's minority shareholders. The pro forma
data does not purport to be indicative of the results which actually would have
been reported if the Merger had been in effect during the stated periods. All
information is in thousands except per share data.

13
<PAGE> 23
<TABLE>
<CAPTION>
(unaudited)
Quarter Ended
March 31, 1994 Year Ended December 31,
-------------- ----------------------------
1993 1992 1991
---- ---- ----
<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF INCOME
Total interest income $76,326 $310,607 $310,626 $333,668
Total interest expense 28,667 116,985 138,369 187,215
------ ------- ------- -------
Net interest income 47,659 193,622 172,257 146,453
Provision for loan losses 312 18,596 26,737 27,177
Other income 11,955 47,898 45,583 40,269
Other expenses 38,685 150,566 132,843 120,226
------ ------- ------- -------
Income before income taxes and
cumulative effect of change in
accounting principle 20,617 72,358 58,260 39,319
Income taxes 6,797 21,625 17,491 9,107
Cumulative effect of change in
accounting for income taxes 1,519
------ ------- ------- -------
Net income $13,820 $52,252 $40,769 $30,212
======= ======= ======= =======

CONSOLIDATED BALANCE SHEETS
Total assets $4,842,324 $4,707,105 $4,345,827 $4,135,677
Investment securities, held
to maturity 1,156,756 1,823,409 1,615,434 1,436,086
Net loans 2,116,078 2,166,004 2,007,629 2,004,425
Deposits 3,532,100 3,428,781 3,431,383 3,389,989

PER SHARE DATA
Net income per share before
cumulative effect of change
in accounting principle $0.40 $1.50 $1.23 $0.91
Cumulative effect of change
in accounting for income taxes 0.04
----- ----- ----- -----
Net income per share $0.40 $1.54 $1.23 $0.91
===== ===== ===== =====
Cash dividends per share $0.10 $0.37 $0.34 $0.33
===== ===== ===== =====
</TABLE>

The Bank Merger

The following table presents, on a pro forma basis, selected financial
data of Trustmark Bank and FNBV. This information is based upon the financial
statements of each bank. The pro forma data gives effect to (i) the Bank
Merger, in connection with which Trustmark Bank will issue 194,359 additional
shares to Trustmark. The pro forma data does not purport to be indicative of
the results which would have actually been reported if the consolidation had
been in effect during the stated periods. All information is in thousands
except per share data.

14
<PAGE> 24
<TABLE>
<CAPTION>
(unaudited)
Quarter Ended
March 31, 1994 Year Ended December 31,
-------------- ----------------------------
1993 1992 1991
---- ---- ----
<S> <C> <C> <C> <C>
CONSOLIDATED STATEMENTS OF INCOME
Total interest income $76,200 $310,256 $310,198 $333,329
Total interest expense 28,651 117,015 138,465 187,456
------ ------- ------- -------
Net interest income 47,549 193,241 171,733 145,873
Provision for loan losses 312 18,595 26,737 27,177
Other income 11,891 47,822 45,580 40,251
Other expenses 38,381 150,140 131,936 119,936
------ ------- ------- -------
Income before income taxes and
cumulative effect of change in
accounting principle 20,747 72,328 58,640 39,011
Income taxes 6,878 21,593 17,545 9,014
Cumulative effect of change in
accounting for income taxes 1,575
------- ------- ------- -------
Net income $13,869 $52,310 $41,095 $29,997
======= ======= ======= =======

CONSOLIDATED BALANCE SHEETS
Total assets $4,834,743 $4,701,374 $4,337,024 $4,130,643
Investment securities, held
to maturity 1,155,182 1,818,270 1,609,627 1,432,720
Net loans 2,116,078 2,166,004 2,004,378 2,001,851
Deposits 3,533,724 3,430,166 3,434,380 3,393,381

PER SHARE DATA
Net income per share before
cumulative effect of change
in accounting principle $5.18 $19.93 $16.77 $12.24
Cumulative effect of change
in accounting for income taxes 0.62
------- ------- ------- -------
Net income per share $5.18 $20.55 $16.77 $12.24
===== ====== ====== ======
Cash dividends per share $1.30 $ 5.05 $ 4.71 $ 4.52
===== ====== ====== ======
</TABLE>

15
<PAGE> 25
GENERAL INFORMATION

This Proxy Statement-Prospectus is being sent to the shareholders of
FNFC in connection with the solicitation by the Board of Directors of FNFC of
proxies for use at the Special Meeting of Shareholders to be held at ______
o'clock ___.m., local time, on ______________, 1994 and at any adjournment or
adjournments thereof. At the Special Meeting, FNFC's shareholders will be
asked to consider and vote upon a proposed Merger of FNFC with and into
Trustmark pursuant to the Merger Agreement. If the Merger is approved, FNFC
will be merged into Trustmark. As a consequence of the Merger, holders of FNFC
common shares not exercising their dissenters' rights of appraisal will become
shareholders of Trustmark and will receive, for each share of FNFC: (i) 2.59736
shares of the common stock of Trustmark, and (ii) $.79363 in cash.

Following the Merger, the separate corporate existence of FNFC will
cease.

Other than considering and voting upon the Merger, the Board of
Directors of FNFC is not aware of any other business which may come before the
Special Meeting. If any other business should come before the shareholders
assembled at the Special Meeting, it is the intention of the Board of Directors
that the persons named in the proxies will vote the shares represented by the
proxies in accordance with the direction of the Board of Directors of FNFC.

The Board of Directors of FNFC believes that the Merger is in the best
interests of FNFC's shareholders and recommends that FNFC's shareholders vote
FOR Approval of the Merger Agreement.

This Proxy Statement-Prospectus is also being sent to the shareholders
of Trustmark Bank in connection with the proposed consolidation of FNBV with
and into Trustmark, under the charter of Trustmark (the "Bank Merger"). As a
consequence of the Bank Merger, shareholders of Trustmark Bank, other than
Trustmark, not exercising their dissenters' rights of appraisal will become
shareholders of Trustmark and will receive 13 shares of the common stock of
Trustmark for each share of Trustmark Bank stock held by them.

Other than considering and voting upon the Bank Merger, the Board of
Directors of Trustmark Bank is not aware of any other business which may come
before the Trustmark Bank Special Meeting. The Board of Directors of Trustmark
Bank is not soliciting proxies from the shareholders of Trustmark Bank in
connection with the Trustmark Bank Special Meeting.

The Board of Directors of Trustmark Bank believes that the Bank Merger
is in the best interests of Trustmark Bank's

16
<PAGE> 26
shareholders and recommends that Trustmark Bank's shareholders vote FOR
Approval of the Bank Merger.

The information contained in this Proxy Statement-Prospectus with
respect to Trustmark, Trustmark Bank, FNFC and FNBV has been provided by each
respective entity.

TRUSTMARK CORPORATION AND TRUSTMARK NATIONAL BANK

Trustmark is a one-bank holding company which currently owns 99.63
percent of the outstanding common shares of Trustmark Bank. The principal
executive offices of Trustmark are located in the Trustmark National Bank
Building, 248 East Capitol Street, Jackson, Mississippi 39201, Telephone No.
(601) 354-5111.

Trustmark, through its subsidiary, Trustmark Bank, conducts a full
range of commercial banking activities. For a more complete description of the
business of Trustmark, its historical financial condition and results of
operations, its summary of quarterly results of operations, and management's
discussion and analysis of financial condition and results of operations,
shareholders of FNFC are referred to the information incorporated herein by
reference including (i) Trustmark's annual report on form 10-K for the year
ended December 31, 1993, (ii) Trustmark's quarterly report on Form 10-Q for the
period ended March 31, 1994, (iii) Trustmark's proxy statement in connection
with its 1994 annual shareholders' meeting, and (iv) the information contained
in the registration of Trustmark's common shares filed under Section 12 of the
Exchange Act, including any amendments or reports filed for the purpose of
updating this information. Copies of any of these documents can be obtained by
request addressed to Trustmark Corporation, 248 East Capitol Street, Jackson,
Mississippi 39201, ATTN: David R. Carter, Treasurer. Subsequent to
Trustmark's filing of its quarterly report on Form 10-Q for the period ended
March 31, 1994, director Aaron J. Johnston resigned.

FIRST NATIONAL FINANCIAL CORPORATION AND FIRST NATIONAL BANK OF VICKSBURG

FNFC is a one-bank holding company which owns all of the outstanding
commons shares of FNBV. The principal executive offices of FNFC are located at
1301 Washington Street, Vicksburg, Mississippi 39180.

FNFC, through its subsidiary, FNBV, conducts a full range of
commercial banking activities. For a more complete description of the business
of FNFC, its historical financial condition and results of operations, its
summary of quarterly results of operations, and its management's discussion and
analysis of financial condition and results of operations, shareholders of FNFC
are referred to the information incorporated herein by reference

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including (i) FNFC's annual report on Form 10-K for the year ended December 31,
1993, (ii) FNFC's quarterly report on Form 10-Q for the period ended March 31,
1994, (iii) FNFC's proxy statement in connection with its 1994 annual
shareholders' meeting, and (iv) the information contained in the registration
of FNFC's common shares filed under Section 12 of the Exchange Act, including
any amendments or reports filed for the purpose of updating this information.
Copies of FNFC's annual report on Form 10-K for the year ended December 31,
1993 and quarterly report on Form 10-Q for the period ended March 31, 1994 are
being delivered with this Proxy Statement-Prospectus. Copies of any other
documents incorporated herein by reference can be obtained by request addressed
to First National Financial Corporation, 1301 Washington Street, Vicksburg,
Mississippi 39180, Attention: William L. Ikerd, Controller.

FNFC SPECIAL MEETING; VOTING; PROXIES; REVOCATION

The Special Meeting of the shareholders of FNFC has been called for
___:00 o'clock ___.m., local time, on _____________, 1994, in the main office
of FNBV, located at 1301 Washington Street, Vicksburg, Mississippi 39180. The
Board of Directors of FNFC has fixed the close of business on ________________,
1994, as the record date ("Record Date") for determining the shareholders
entitled to notice of and to vote at the Special Meeting and any adjournment or
adjournments thereof.

There are 1,386,023 shares of the common stock of FNFC issued and
outstanding. Each share is entitled to cast one vote in connection with the
Merger. Adoption of the Merger Agreement will require the affirmative vote of
the holders of a majority of the outstanding FNFC common shares, or 693,012
shares. For purposes of voting on the Merger, abstentions and nonvotes have
the same effect as "no" votes.

As of April 30, 1994, the directors (364,843, 26.3%) and nondirector
officers (vice-president and above) (10,807, .78%) of FNFC and FNBV, as a
group, beneficially owned 375,650 shares of FNFC, representing 27.1 percent of
the number of shares outstanding. The directors have agreed to vote their
shares in favor of the Merger, and FNFC believes that the nondirector officers
intend to vote their shares in favor of the Merger.

The FNFC proxy statement prepared in connection with the 1994 annual
shareholders' meeting and FNFC's annual report on Form 10-K filed with the SEC
have been incorporated into this Proxy Statement-Prospectus by reference. The
1994 proxy statement and the 1993 annual report contain certain information
concerning shares of FNFC common stock owned by directors, executive officers
and certain shareholders. A copy of FNFC's annual report on Form 10-K is being
delivered with this Proxy Statement-Prospectus. A

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<PAGE> 28
copy of the 1994 proxy statement can be obtained from FNFC on request by
writing FNFC, ATTN: William L. Ikerd, Controller.

EACH SHAREHOLDER IS REQUESTED TO PROMPTLY FILL OUT AND MAIL THE
ENCLOSED PROXY TO FNFC. Shares represented by properly executed proxies
received in time for the Special Meeting will be voted in accordance with the
choice specified. Where no choice is specified, the shares will be voted FOR
the Merger.

A shareholder executing and returning a proxy has the power to revoke
it at any time before it is voted on the specific matter to be voted upon. A
proxy may be revoked by execution of a subsequently dated proxy, by filing a
written revocation with the secretary of FNFC prior to the meeting or by
attendance at the Special Meeting and revoking the proxy in person.

Trustmark will pay all of the expenses incurred in connection with the
preparation and distribution of this Proxy Statement-Prospectus, except for
FNFC's legal and accounting fees and certain incidental costs. Proxies may be
solicited by mail, personal contact, telephone, telegram or other form of
communication by directors, officers and employees of FNFC. Nominees,
fiduciaries and other custodians will be requested to forward soliciting
materials to the beneficial owners of shares held of record by them, and such
nominees, fiduciaries and other custodians will be reimbursed for their
reasonable out-of-pocket expenses.

TRUSTMARK BANK SPECIAL MEETING; VOTING

A special meeting of the shareholders of Trustmark Bank has been
called for 10:30 o'clock a.m., local time, on ___________________, 1994, in the
Basement Floor Auditorium of the main office of Trustmark Bank located at 248
East Capitol Street, Jackson, Mississippi 39201. Two-thirds of the outstanding
Trustmark Bank shares must approve the Bank Merger. Trustmark owns in excess
of 99 percent of the outstanding Trustmark Bank shares and intends to vote
those shares in favor of the Bank Merger. Trustmark Bank is not soliciting
proxies in connection with the Special Shareholders' meeting of Trustmark Bank.

BACKGROUND OF AND REASONS FOR THE MERGER

Over the past approximately seven to eight years, representatives of
Trustmark and FNFC have discussed the combination of the two institutions.
Prior to 1994, no firm proposals were made by either party. Representatives of
the institutions resumed discussions in early 1994. Following extensive
discussions and negotiations, Trustmark made a formal offer to representatives
of FNFC on March 22, 1994. After further discussions and negotiations, the
respective Boards of Directors approved an agreement in principle on March 28,
1994.

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<PAGE> 29
From Trustmark's perspective, a combination with FNFC offers Trustmark
the opportunity to enter the Warren County market area as the dominant
financial institution. Because of the recent introduction of casino gaming,
the Warren County economy has experienced rapid expansion during recent months,
leading to significant opportunities for growth.

The Board of Directors of FNFC believes that a Merger with Trustmark
at this time is in the best interests of FNFC's shareholders, its customers and
the community to be served.

The proposed Merger will be beneficial to the shareholders of FNFC.
As of result of the Merger, FNFC's shareholders should (i) receive increased
dividends, (ii) possess a more readily marketable stock, (iii) enjoy the
benefits of greater risk diversification since, as shareholders of Trustmark,
former FNFC shareholders will not be dependent on the economic condition and
banking climate of a single market area, and (iv) benefit from participation in
a stronger banking system which has a greater capital base than FNFC currently
possesses.

The proposed Merger should improve the delivery of financial services
to FNBV's customers and enhance the future earnings prospects of the resulting
institution. The Merger will afford FNBV's customers access to the resources
and expertise of a considerably larger banking organization, thus enabling the
resulting institution to offer a wider array of products and sophisticated
banking services than FNBV presently offers. The resulting entity should also
be better able to compete effectively for banking business in FNBV's market
area and throughout the state.

Based upon comparable transactions of which the Board of Directors of
FNFC is aware, FNFC's Board believes that the consideration offered by
Trustmark is attractive. FNFC's Board did not seek the advice of an outside
appraiser or financial adviser in negotiating the terms of the Merger.

FAIRNESS OPINION

Pursuant to the Merger Agreement, FNFC's obligation to consummate the
Merger is conditioned upon receipt of an opinion from a qualified investment
banker that the Merger is fair, from a financial point of view, to the
stockholders of FNFC. FNFC retained Alex Sheshunoff & Co. ("Sheshunoff") in
May, 1994, to provide this opinion.

Sheshunoff did not assist FNFC in negotiating the terms of the Merger
Agreement.

Sheshunoff has been in the business of consulting for the banking
industry for 20 years, including the appraisal and

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valuation of banking institutions and their securities in connection with
mergers and acquisitions and equity offerings. Except as described herein,
Sheshunoff has no material relationships with FNFC or Trustmark or their
respective affiliates.

On June 1, 1994, in connection with its consideration of the Merger
Agreement and the Plan and Agreement of Merger, Sheshunoff issued its opinion
to the Board of Directors of FNFC that, in its opinion as investment bankers,
the terms of the Merger as provided in the Merger Agreement and the Plan and
Agreement of Merger are fair, from a financial perspective, to FNFC and its
shareholders. This opinion was based upon conditions as of March 31, 1994. A
copy of the preliminary opinion is attached as Exhibit B to this Proxy
Statement/Prospectus and should be read in its entirety by FNFC's shareholders.
Sheshunoff's written opinion does not constitute an endorsement of the Merger
or a recommendation to any shareholder as to how such shareholder should vote
at the Special Meeting. Sheshunoff expects to deliver its updated opinion on
the Effective Date of the Merger.

In rendering its written opinion, Sheshunoff reviewed certain
information concerning Trustmark and FNFC, including: (i) the Merger Agreement
and the Plan and Agreement of Merger between FNFC and Trustmark; (ii) the most
recent audited financial statements and annual reports of each organization;
(iii) the March 31, 1994 balance sheets and income statements for each
organization; (iv) the rate sensitivity analysis reports for each organization;
(v) each organization's listing of marketable securities showing rate, maturity
and market value as compared to book value; (vi) each organization's internal
loan classification list; (vii) a listing of other real estate owned for each
organization; (viii) the budget and long range operating plan of each
organization; (ix) a listing of unfunded letters of credit and any other
off-balance sheet risks for each organization; (x) the minutes of the Boards of
Directors of each organization; (xi) the most recent Board report for each
organization; (xii) the listing and description of significant real properties
for each organization; (xiii) material leases on real and personal property for
each organization; (xiv) the directors and officers' liability and blanket bond
insurance policies for each organization; and (xv) market conditions and
current trading levels of outstanding equity securities of both organizations.
Sheshunoff conducted an on-site review of each organization's historical
performance, current financial condition and performed a market area analysis.

In addition, Sheshunoff discussed with the management of FNFC and
Trustmark the relative operating performance and future prospects of each
organization, primarily with respect to the current level of their earnings and
future expected operating results, giving weight to Sheshunoff's assessment of
the future of the banking industry and each organization's performance within
the

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industry. Sheshunoff compared the results of operations of FNBV with those of
Mississippi banks with assets of $100 million to $499 million, and compared
the results of Trustmark Bank's operations with banks with total assets of
$1 billion to $4.99 billion.

Many variables affect the value of banks, not the least of which is
the uncertainty of future events, so that the relative importance of the
valuation variables differs in different situations, with the result that
appraisal theorists argue about which variables are the most appropriate ones
on which to focus. However, most appraisers agree that the primary financial
variables to be considered are earnings, equity, dividends or dividend-paying
capacity, asset quality and cash flow. In addition, in most instances, if not
all, value is further tempered by non-financial factors such as marketability,
voting rights or block size, history of past sales of the bank's stock, nature
and relationship of the other shareholders in the bank, and special ownership
or management considerations.

Sheshunoff analyzed the total purchase price on a cash equivalent fair
market value basis using the standard evaluation techniques (as discussed
below) including comparable sales multiples, net present value, cash flow
analysis, return on investment and the price equity index based on certain
assumptions of projected growth, earnings and dividends and a range of discount
rates from 10% to 15%.

Net asset value is the value of the net equity of a bank, including
every kind of property and value. This approach normally assumes liquidation
on the date of appraisal with the recognition of securities gains or losses,
real estate appreciation or depreciation, adjustments to the loan loss
reserve, discounts to the loan portfolio and changes in the net value of other
assets. As such, it is not the best approach to use when valuing a going
concern, because it is based on historical costs and varying accounting
methods. Even if the assets and liabilities are adjusted to reflect prevailing
prices and yields (which is often of limited accuracy because readily available
data is often lacking), it still results in a liquidation value for the
concern. Furthermore, since this method does not take into account the values
attributable to the going concern such as the interrelationships among the
company's assets and liabilities, customer relations, market presence, image
and reputation, and staff expertise and depth, little weight is given by
Sheshunoff to the net asset value method of valuation.

Market value is generally defined as the price, established on an
"arms-length" basis, at which knowledgeable, unrelated buyers and sellers would
agree. The market value is frequently used to determine the price of a
minority block of stock when both the quantity and the quality of the
"comparable" data are deemed sufficient. However, the relative thinness of the
specific market

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<PAGE> 32
for the stock of the banking company being appraised may result in the need to
review alternative markets for comparative pricing purposes. The
"hypothetical" market value for a small bank with a thin market for its stock
is normally determined by comparison to the average price-to-earnings,
price-to-equity and price-to-dividend yield of local or regional
publicly-traded bank issues, adjusting for significant differences in financial
performance criteria and for any lack of marketability or liquidity. The
market value in connection with the evaluation of control of a bank is
determined by the previous sales of banks in the state or region. In valuing
a business enterprise, when sufficient comparable trade data is available, the
market value deserves greater weighting than the net asset value and similar
emphasis as the investment value as discussed below.

Sheshunoff maintains substantial files concerning the prices paid for
banking institutions nationwide. The database includes transactions involving
Mississippi banking organizations and banking organizations in the Southern
region of the United States over the past five years. The database provides
comparable pricing and financial performance data for banking organizations
sold or acquired. Organized by different peer groups, the data present
averages of financial performance and purchase price levels, thereby
facilitating a valid comparative purchase price analysis. In analyzing the
transaction value of FNFC, Sheshunoff has considered the market approach and
has evaluated price-to-equity and price-to-earnings multiples of Mississippi
and Southern region banking organizations.

Sheshunoff calculated an "Adjusted Book Value" of $30.28 per share,
based on FNFC's March 31, 1994 common equity and the average price-to-equity
multiple for regional banking organizations sold in 1993. Sheshunoff
calculated an "Adjusted Earnings Value" of $23.86 per share, based on FNFC's
1993 earnings and the average price-to-earnings multiple for regional banking
organizations sold in 1993. The financial performance characteristics of the
regional banking organizations vary, sometimes substantially, from those of
FNFC. When the variance is significant for relevant performance factors,
adjustments to the price multiples is appropriate when comparing them to the
transaction value.

The Investment value is sometimes referred to as the income value or
earnings value. One investment value method frequently used estimates the
present value of an enterprise's future earnings or cash flow. Another
popular investment value method is to determine the level of current annual
benefits (earnings, cash flow, dividends, etc.) and then capitalize one or more
of the benefit types using an appropriate capitalization rate such as an
earnings or dividend yield. Yet, another method of calculating investment
value is a cash flow analysis of the ability of a banking company to service
acquisition debt obligations (at a certain price level) while providing
sufficient earnings for

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<PAGE> 33
reasonable dividends and capital adequacy requirements. In connection with the
cash flow analysis, the return on investment that would accrue to a prospective
buyer at the transaction value is calculated.

The investment or earnings value of any banking organization's stock
is an estimate of the present value of the future benefits, usually earnings,
cash flow or dividends, which will accrue to the stock. An earnings value is
calculated using an annual future earnings stream over a period of time of not
less than ten years and the residual value of the earnings stream after ten
years, assuming no earnings growth and an appropriate capitalization rate (the
net present value discount rate). Sheshunoff's computations were based on the
analysis of the banking industry, the economic and competitive situations in
FNFC's market area, and FNFC and FNBV's current financial conditions and
historical levels of growth and earnings. Using a net present value discount
rate of 10%, an acceptable discount rate considering the risk-return
relationship most investors would demand for an investment of this type as of
the valuation date, the "Net Present Value of Future Earnings," equaled $27.81
per share.

The cash flow method assumes the formation of a bank holding company
with maximum leverage according to Federal Reserve System guidelines and
analyzes the ability of the bank to retire holding company acquisition debt
within a reasonable period of time while maintaining adequate capital. Using
this method Sheshunoff arrived at a value of $29.75 per share.

Return on investment analysis (ROI) also assumes the formation of a
bank holding company using maximum regulatory leverage and analyzes the ten
year ROI of a 33.33% equity investment at the transaction value of $43.00 per
share for FNFC compared to a liquidation at book value in the year 2003, and
sale at ten times projected earnings for the year 2003. This ROI analysis
provides a benchmark for assessing the validity of the fair market value of a
majority block of stock. The ROI analysis is one approach to valuing a going
concern and is directly impacted by the earnings stream, dividend payout levels
and levels of debt, if any. Other financial and nonfinancial factors
indirectly affect the ROI; however, these factors more directly influence the
level of ROI an investor would demand from an investment in a majority block of
stock of a specific bank at a certain point in time. The ROI, assuming
liquidation at book value in 2003, is -8.61% and the ROI, assuming sale at ten
times earnings in 2003, is 2.04%.

Furthermore, a price level indicator, the equity index, may be used to
confirm the validity of the transaction value. The equity index adjusts the
price-to-equity multiple in order to facilitate a truer price level comparison
with comparable banking organizations, regardless of the differing levels of
equity capital. The equity index is derived by multiplying the price-to-

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<PAGE> 34
equity multiple by the equity-to-assets ratio. In this instance, a transaction
value of $43.00 per share results in an equity index of 19.71. The price equity
index for banking organizations sold in the South in 1993 equaled 11.20.

Finally, another test of appropriateness for the transaction value of
a majority block of stock is the net present value- to-transaction value ratio.
Theoretically, an earning stream may be valued through the use of a net present
value analysis. In Sheshunoff's experience with majority block community bank
stock valuations, it has determined that a relationship does exist between the
net present value of an "average" community banking organization and the
transaction value of a majority block of the banking organization's stock. The
net present value-to-transaction value ratio equals 64.67% for FNFC, which
falls within our expected range.

There are many other factors to consider when valuing a going concern
which do not directly impact the earnings stream and the net present value but
which do exert a degree of influence over the fair market value of a going
concern. These factors include, but are not limited to, the general condition
of the industry, the economic and competitive situations in the market area and
the expertise of the management of the organization being valued.

When the net asset value, market value and investment value methods
are subjectively weighted, using the appraiser's experience and judgment, it is
Sheshunoff's opinion that the proposed transaction is fair.

Sheshunoff considered this transaction as a merger rather than a
purchase. Consideration was given to the levels of book value and earnings per
share appreciation or dilution percentages between the merger partners over the
next three to five years after consummation. A merger is usually completed
with the hopes of realizing economies of scale and earnings enhancement
opportunities, thereby providing a benefit to FNFC's shareholders that
otherwise might not be attainable. To justify the fairness of the transaction
for FNFC's shareholders, it is important to project, based upon realistic
projections of future performance, a positive impact for FNFC's shareholders.
Sheshunoff projected that FNFC's shareholders will have a higher level of book
value and earnings per share after the Merger than they would on a stand-alone
basis. The primary focus has been on the short-term and long- term book value
per share and earnings per share appreciation potential for FNFC's
shareholders.

Neither FNFC nor Trustmark imposed any limitations upon the scope of
the investigation to be performed by Sheshunoff in formulating its opinion. In
rendering its opinion, Sheshunoff did not independently verify the asset
quality and financial condition of FNFC or Trustmark, but instead relied upon
the data provided by

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<PAGE> 35
or on behalf of FNFC and Trustmark to be true and accurate in all material
respects.

For its services as financial analyst for FNFC, including the
rendering of its opinion referred to above, FNFC has paid Sheshunoff aggregate
fees of $10,000. FNFC also agreed to reimburse Sheshunoff for reasonable
out-of-pocket expenses.

Sheshunoff has provided professional services and products to FNFC in
the past. The revenues derived from such services and products are
insignificant when compared to Sheshunoff's total gross revenues. Trustmark has
never engaged Sheshunoff to perform any services on its behalf.

BACKGROUND OF AND REASONS FOR THE CONVERSION OF TRUSTMARK BANK SHARES INTO
TRUSTMARK SHARES

Trustmark (formerly First Capital Corporation) was formed in 1968 and
subsequently acquired substantially all of the shares of Trustmark National
Bank (formerly First National Bank of Jackson) as a result of a voluntary
exchange offer. Since all of the Bank's shareholders did not exchange their
shares, Trustmark did not acquire 100 percent of the Bank's outstanding
shares. In addition to seven Trustmark Bank directors that own 1,415 Trustmark
Bank shares, there are, currently, 95 "minority" shareholders of Trustmark
Bank that own a total of 9,163 shares which constitutes .37% of Trustmark
Bank's outstanding shares. The presence of these minority shareholders creates
certain administrative and legal burdens which Trustmark and Trustmark Bank
have determined would be desirable to eliminate. These burdens include formal
shareholder meetings, the distribution of periodic information to shareholders
and the potential conflict of interest which would arise if Trustmark found it
beneficial to make an acquisition or engage in a business activity through a
separate subsidiary. The elimination of minority shareholders will also make
it easier for Trustmark to consider a cash acquisition in the future since,
otherwise, the minority shareholders would receive a disproportionate dividend
as a consequence of Trustmark Bank dividending funds to Trustmark to be used in
the acquisition.

THE MERGER AGREEMENT

The following describes certain aspects of the Merger Agreement dated
as of May 4, 1994, and of the proposed Mergers. This description does not
purport to be complete and is qualified in its entirety by reference to the
Merger Agreement which is incorporated herein by reference. A complete copy of
the Merger Agreement can be obtained on request from Trustmark Corporation, 248
East Capitol Street, Jackson, Mississippi 39201, ATTN: David R. Carter.

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CONVERSION; FRACTIONAL SHARES

The Merger

On the Effective Date of the Merger, each FNFC common share then
outstanding, other than those owned by FNFC's dissenting shareholders,
automatically will be converted into: (i) 2.59736 shares of the common stock
of Trustmark, and (ii) $.79363 in cash.

If, between the date of the Merger Agreement and the Effective Date of
the Merger, Trustmark's shares are changed into a different number of shares or
shares of a different class by reason of any reclassification,
recapitalization, stock split or stock dividend with a record date within such
period, the number of Trustmark common shares to be issued and delivered in
connection with the Merger shall be appropriately and proportionately adjusted
so that the number of Trustmark shares to be issued will equal the number of
Trustmark shares that FNFC's shareholders would have received had the record
date for such reclassification, recapitalization, stock split or stock dividend
been immediately following the Effective Date of the Merger.

No fractional shares of Trustmark will be issued. In lieu of the
issuance of fractional shares, each holder of FNFC common shares who would
otherwise be entitled to a fractional share of Trustmark common stock will be
paid cash upon surrender of all of the shareholder's FNFC stock certificates in
an amount equal to the product of the fractional Trustmark share to which such
shareholder would otherwise have been entitled multiplied by $15.50.

The number of Trustmark shares and the amount of cash consideration to
be received by FNFC's shareholders in connection with the Merger are subject
to adjustment, without FNFC shareholder approval, in certain circumstances.
Pursuant to Section 10.7 of the Merger Agreement, if the average closing market
price of Trustmark's shares as reported on the NASDAQ/NMS system for the ten
consecutive trading days preceding the 30th day prior to the Effective Date of
the Merger is less than $13.50 per share, then the Boards of Directors of
Trustmark and FNFC are authorized to renegotiate the applicable conversion
ratios for the amount of cash and the number of shares of Trustmark stock into
which each FNFC common share shall be converted. If the decline in such
average closing market price is attributable to a market decline affecting the
value of publicly traded financial institutions generally, the Board of
Directors of FNFC shall have the authority to disregard the price decline and
proceed to consummate the Merger on the original terms and conditions set out
in the Merger Agreement. If the decline in Trustmark's average closing market
price is determined by the Board of Directors of FNFC to be attributable to an
adverse development affecting the financial condition of Trustmark only, the
Board of Directors of FNFC may terminate the Merger Agreement. Unless the
average closing market

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price of Trustmark shares is less than $12.875 per share, in the event that
FNFC exercises its right to terminate the Merger Agreement due to the price of
Trustmark's shares falling below $13.50 per share, then FNFC shall pay
Trustmark's expenses, including attorney's fees, incurred in connection with
the Merger.

The Bank Merger

On the Effective Date of the Bank Merger, each Trustmark Bank common
share, other than shares owned by Trustmark and other than shares owned by
Trustmark Bank's shareholders exercising dissenters' rights of appraisal,
automatically will be converted into 13 shares of the common stock of
Trustmark.

The terms of the conversion of Trustmark Bank shares into Trustmark
shares were fixed by the Boards of Directors of Trustmark and Trustmark Bank.
These Boards believe that this exchange ratio is fair to the holders of the
common shares of Trustmark Bank.

If, between the date of the Merger Agreement and the Effective Date of
the Bank Merger, Trustmark's shares are changed into a different number of
shares or shares of a different class by reason of any reclassification,
recapitalization, stock split or stock dividend with a record date within such
period, the number of Trustmark common shares to be issued and delivered in
connection with the Bank Merger shall be appropriately and proportionately
adjusted so that the number of Trustmark shares to be issued to the
shareholders of Trustmark Bank will equal the number of Trustmark shares that
Trustmark Bank's shareholders would have received had the record date for such
reclassification, recapitalization, stock split or stock dividend been
immediately following the Effective Date of the Bank Merger.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Pursuant to the Merger Agreement, FNFC and FNBV made various
representations and warranties concerning FNFC's and FNBV's corporate and
capital structures, financial condition, liabilities, legal and regulatory
compliance, litigation and related matters. Similar representations and
warranties were made by Trustmark and Trustmark Bank. The continued truth and
accuracy of these representations and warranties are conditions precedent to
consummation of the Mergers.

FNFC and FNBV undertook certain covenants in the Merger Agreement,
including agreements: to allow Trustmark access to their records and
properties; not to encourage or solicit other acquisition offers or to enter
into any acquisition negotiations or agreements; to operate their businesses in
substantially the same manner as such businesses are currently being operated
and to use their best efforts to maintain the good will of depositors,

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customers and suppliers; to use their best efforts to retain the services of
their officers and employees; to notify Trustmark of any unusual or material
problems or developments with respect to their businesses; not to incur any
material obligation except in the ordinary course of business; not to increase
the compensation of any director and, except for normal increases as a result
of regular salary reviews of officers and employees, increase the compensation
of any officer or employee or enter into or amend any contract of employment or
enter into or amend any insurance, profit-sharing, pension, severance pay,
bonus, incentive, deferred compensation or retirement plan or arrangement
(provided, FNFC and FNBV are permitted to grant reasonable and customary raises
to nonofficer employees in connection with annual employee reviews and
evaluations and in connection with promotions of existing employees); not to
make, extend or renew any loan or other extension of credit to any of their
officers, directors or employees other than loans made on substantially the
same terms, including interest rates and collateral, as those prevailing at the
time for comparable transactions with other persons and that do not involve
more than the normal risks of collectibility or present other unfavorable
features; except as expressly permitted, not to pay any dividend or make any
distribution; and not to make any change in their capital structures.

Trustmark and Trustmark Bank's covenants include agreements: to
operate their businesses in substantially the same manner as currently being
operated and to use their best efforts to maintain the good will of their
depositors, customers and suppliers; to use their best efforts to retain the
services of their officers and employees; and to notify FNFC of any unusual or
material problems or developments with respect to the business of either
Trustmark or Trustmark Bank.

FNFC, FNBV, Trustmark and Trustmark Bank are each obligated to use
their best efforts to bring about the transactions contemplated by the Merger
Agreement.

SPECIAL AGREEMENTS

Pursuant to Section 5.1 of the Merger Agreement, FNFC is permitted to
pay a cash dividend of $.20 per share for each quarterly period ending prior
to the Effective Date.

Pursuant to Section 5.2 of the Merger Agreement, Trustmark stated its
intention to continue the employment of the employees of FNBV after the
Effective Date. However, as employees of Trustmark Bank, such persons are
subject to salary review, reassignment and termination in the same manner as
other employees of Trustmark Bank.

29
<PAGE> 39
Pursuant to Section 5.6 of the Merger Agreement and a separate
agreement among the directors of FNFC and the parties, all of FNFC and FNBV's
directors, other than Mr. Cappaert, agreed that, for a period of two years
from the Effective Date, they will not become directly, indirectly or
beneficially an employee, five percent or more stockholder or director of any
bank, savings bank, savings association, trust company, financial institution
or similar business enterprise which competes with Trustmark Bank, as successor
to FNBV, within Warren County, Mississippi. These directors further agreed not
to initiate any action to induce any employee of Trustmark Bank, as successor
to FNBV, to leave Trustmark Bank's employment or directly or indirectly assist
any other person or entity in requesting or inducing any such other employee of
Trustmark Bank to leave such employment for a period of two years from the
Effective Date. Additionally, pursuant to Section 6.4 of the Merger Agreement
and the separate agreement among FNFC's directors and the parties, FNFC and
FNFC's directors agreed not to solicit, initiate or encourage the making of any
proposal for the acquisition of FNFC or FNBV.

Pursuant to Section 5.7 of the Merger Agreement, following the
Effective Date of the Merger, employees of FNBV will be entitled to the same
employee benefits as are provided to Trustmark Bank's other employees.

Pursuant to Section 5.8 of the Merger Agreement and the separate
agreement among FNFC's directors and the parties, the directors of FNFC agreed
to recommend that the shareholders of FNFC approve the Merger and to vote their
FNFC shares in favor of the Merger.

Pursuant to Section 5.11 of the Merger Agreement, FNFC and FNBV agreed
to notify and consult with Trustmark before making, advancing, extending or
renewing any significant loans or credits.

In the course of negotiating the Merger Agreement, FNFC and Trustmark
reached various understandings that were not set out in the Merger Agreement.
These include: (1) former FNFC directors and Emmett Haining will serve as an
advisory board to the Vicksburg branch of Trustmark Bank and will receive $350
for each advisory board meeting attended and, for a period of 12 months
following the Merger, $500 per month, (2) two former FNFC directors will be
nominated for election to Trustmark's board of directors, (3) the directors'
deferred income plan will be assumed by Trustmark, (4) Trustmark will continue
to provide automobiles to FNBV's three

30
<PAGE> 40
senior officers; (5) subject to review and discontinuation, FNFC's
pre-retirement death benefit program will be continued, (7) Earl Lundy, Jerry
Hall and John Bonar will be paid a bonus for 1994 equal to ten percent, five
percent and five percent respectively of their salaries, (8) Mr. Lundy's
supplemental retirement benefit will be honored, and in the event of his death
during the 15-year payout this benefit will be paid to Mr. Lundy's wife or to
his estate, (9) FNBV's pension plan will be merged with Trustmark's plan, all
FNBV employees will receive credit for years of service at FNBV and no FNBV
employee will receive reduced benefits, (10) FNBV's employees will receive
salary increases sufficient to pay the additional cost of dependent medical,
disability and group term life insurance, (11) FNFC's employee stock ownership
plan will be terminated and the assets distributed to the employees or rolled
over into the employee's IRA, and (12) liability insurance for FNBV's officers
and employees will be continued.

CONDITIONS TO CONSUMMATION OF THE MERGERS

Trustmark and Trustmark Bank's obligations to consummate the Mergers
are conditioned upon, among other things, the continued truth and accuracy of
the representations and warranties of FNFC and FNBV; the performance of FNFC
and FNBV's covenants; receipt of all required regulatory, director and
shareholder approvals; the absence of any material adverse change in the
financial condition, tangible properties or prospects of FNFC or FNBV
subsequent to June 15, 1994; Trustmark receiving the written opinion of
Arthur Andersen and Co. that the Mergers can be accounted for as a "pooling of
interests" for financial reporting purposes and the accounting staff of the SEC
not having asserted or threatened to assert a contrary position; receipt of the
opinion of counsel to FNFC and FNBV required by the Merger Agreement; the
reserve for loan losses then maintained by FNBV adequately providing for the
anticipated loan losses of FNBV as of such date in accordance with the accepted
audit, bank examination and bank regulatory standards; and Trustmark having
received a favorable ruling or otherwise being satisfied that the Merger will
qualify as a tax-free reorganization for federal income tax purposes.

The obligations of FNFC and FNBV to consummate the Mergers are
conditioned upon, among other things, the continued truth and accuracy of the
representations and warranties of Trustmark and Trustmark Bank; receipt of
required regulatory, director and shareholder approvals; the absence of any
material adverse change since December 31, 1993, in the condition, financial or
otherwise, of Trustmark or Trustmark Bank; FNFC and FNBV having received a
favorable revenue ruling or otherwise being satisfied that the Merger will
qualify as a tax-free reorganization for federal income tax purposes;
Trustmark and Trustmark Bank's compliance with its covenants, agreements and
undertakings in the Merger Agreement; receipt of the opinion of counsel to
Trustmark and Trustmark Bank required by the Merger Agreement; and receipt of
an opinion from a

31
<PAGE> 41
qualified investment banker that the Merger is fair to the shareholders of
FNFC.

TERMINATION

The Merger Agreement may be terminated and the Mergers abandoned at
any time prior to the Effective Date without liability on the part of any party
as follows:

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

(b) By Trustmark, if a state or federal governmental agency or
authority shall, at any time, fail to approve the transactions contemplated by
the Merger Agreement or shall have instituted court proceedings to restrain or
prohibit such transactions and such court proceedings shall not have been
resolved prior to May 4, 1995;

(c) By any party, if the Effective Date of the Mergers shall not
have occurred on or prior to May 4, 1995, without the fault of such party.

(d) By Trustmark, if at the time of such termination there shall
have occurred a material adverse change in the financial condition or tangible
properties of FNFC or FNBV subsequent to June 15, 1994;

(e) By FNFC, if at the time of such termination there shall have
occurred a material adverse change in the financial condition or tangible
properties of Trustmark or Trustmark Bank subsequent to December 31, 1993;

(f) By FNFC, if the average closing price of Trustmark's shares as
reported on the NASDAQ/NMS for the ten consecutive trading days preceding the
30th day prior to the Effective Date is less than $13.50 per share and such
price decline is, in the determination of FNFC's board of directors, a result
of an adverse development affecting the financial condition of Trustmark and
not affecting publicly traded financial institutions generally; however, unless
the average trading price is less than $12.875 per share, FNFC and FNBV are
required to pay Trustmark's reasonable expenses and attorneys' fees incurred in
connection with the Merger;

(g) By either Trustmark or FNFC if the shareholders of FNFC fail
to approve the Merger;

(h) By Trustmark, if there has been a material breach by either of
FNFC or FNBV of any representation, warranty or obligation set forth in the
Merger Agreement; or

32
<PAGE> 42
(i) By FNFC if there has been a material breach by either of
Trustmark or Trustmark Bank of any representation, warranty or obligation set
forth in the Merger Agreement.

33
<PAGE> 43
PRO FORMA FINANCIAL STATEMENTS

PRO FORMA COMBINATION OF TRUSTMARK CORPORATION AND SUBSIDIARIES
WITH FIRST NATIONAL FINANCIAL CORPORATION AND SUBSIDIARY
PRO FORMA COMBINED BALANCE SHEET
MARCH 31, 1994
(Unaudited)
(In Thousands of Dollars)

<TABLE>
<CAPTION>
FIRST
NATIONAL
TRUSTMARK FINANCIAL PRO FORMA PRO FORMA
CORPORATION CORPORATION ADJUSTMENTS COMBINED
----------- ----------- ----------- --------
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 262,969 $ 14,928 ($2,018)(1) $ 275,879
Federal funds sold and securities purchased
under reverse repurchase agreement 244,113 7,300 (2,000)(2) 249,413
Securities 1,865,924 126,419 1,992,343
Loans, net 1,977,451 138,627 2,116,078
Property plant and equipment, net 58,808 4,278 63,086
Other assets 135,331 10,194 145,525
---------- -------- ---------- ----------
TOTAL ASSETS $4,544,596 $301,746 ($4,018) $4,842,324
========== ======== ========== ==========

LIABILITIES
Deposits $3,274,947 $258,071 ($918)(1) $3,532,100
Federal funds purchased and securities sold
under agreements to repurchase 850,970 3,330 (2,000)(2) 852,300
Accrued expenses and other liabilities 47,236 11,200 (1,349)(3) 57,087
---------- -------- ---------- ----------
TOTAL LIABILITIES 4,173,153 272,601 (4,267) 4,441,487

STOCKHOLDERS' EQUITY
Common stock 12,989 5,544 (3,987)(3) 14,546
Surplus 220,888 18,277 4,236(3) 243,401
Retained earnings 134,701 5,619 140,320
Unrealized security gains/(losses) 2,865 (295) 2,570
---------- -------- ---------- ----------
TOTAL STOCKHOLDERS' EQUITY 371,443 29,145 249 400,837
---------- -------- ---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $4,544,596 $301,746 ($4,018) $4,842,324
========== ======== ========== ==========
</TABLE>

PRO FORMA ADJUSTMENTS
(1) To record the payment of $1,100,000 cash to the shareholders of FNFC
as part of the exchange price and to eliminate deposits of $918,000
that FNFC has with Trustmark.

(2) To eliminate federal funds of $2,000,000 that FNFC has with Trustmark.

(3) To record the issuance of 3,600,000 shares of Trustmark stock to FNFC
shareholders and to record the issuance of 137,514 shares of Trustmark
stock to the minority shareholders of Trustmark Bank in exchange for
their shares.

34
<PAGE> 44
PRO FORMA COMBINATION OF TRUSTMARK CORPORATION AND SUBSIDIARIES
WITH FIRST NATIONAL FINANCIAL CORPORATION AND SUBSIDIARY
PRO FORMA COMBINED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 1994
(Unaudited)
(In Thousands of Dollars Except Per Share Data)

<TABLE>
<CAPTION>
FIRST
NATIONAL
TRUSTMARK FINANCIAL PRO FORMA
CORPORATION CORPORATION COMBINED
----------- ----------- --------
<S> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $41,370 $3,182 $44,552
Interest and dividends on securities 27,978 1,568 29,546
Interest on federal funds sold and securities
purchased under reverse repurchase
agreements 2,120 108 2,228
------ ----- ------
TOTAL INTEREST INCOME 71,468 4,858 76,326

INTEREST EXPENSE
Interest on deposits 19,950 1,871 21,821
Interest on federal funds purchased and
securities sold under repurchase agreements 6,716 18 6,734
Interest on other borrowings 112 112
------ ----- ------
TOTAL INTEREST EXPENSE 26,666 2,001 28,667
------ ----- ------
NET INTEREST INCOME 44,802 2,857 47,659
Provision for loan losses 215 97 312
------ ----- ------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 44,587 2,760 47,347
OTHER INCOME
Trust service income 2,231 56 2,287
Service charges on deposit accounts 4,188 266 4,454
Other account charges, fees and commissions 4,342 4,342
Other 602 270 872
------ ----- -------
TOTAL OTHER INCOME 11,363 592 11,955
OTHER EXPENSES
Salaries 14,699 950 15,649
Employee Benefits 2,959 249 3,208
Net occupancy - premises 1,806 190 1,996
Equipment expenses 2,971 232 3,203
Services and fees 4,038 4,038
FDIC insurance assessment 1,781 135 1,916
Amortization of intangible assets 1,675 1,675
Other 6,304 696 7,000
------ ----- ------
TOTAL OTHER EXPENSES 36,233 2,452 38,685
------ ----- ------
INCOME BEFORE INCOME TAXES 19,717 900 20,617
Income taxes 6,650 147 6,797
------ ----- ------

NET INCOME $13,067 $ 753 $13,820
======= ===== =======

PER SHARE DATA
NET INCOME PER SHARE $0.42 $0.54 $0.40
===== ===== =====

WEIGHTED AVERAGE SHARES OUTSTANDING 31,172,907 1,386,023 34,910,421
========== ========= ==========
</TABLE>

35
<PAGE> 45
PRO FORMA COMBINATION OF TRUSTMARK CORPORATION AND SUBSIDIARIES
WITH FIRST NATIONAL FINANCIAL CORPORATION AND SUBSIDIARY
PRO FORMA COMBINED STATEMENTS OF INCOME
THREE MONTHS ENDED MARCH 31, 1993
(Unaudited)
(In Thousands of Dollars Except Per Share Data)

<TABLE>
<CAPTION>
FIRST
NATIONAL
TRUSTMARK FINANCIAL PRO FORMA
CORPORATION CORPORATION COMBINED
----------- ----------- --------
<S> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $39,292 $3,454 $42,746
Interest and dividends on securities 29,776 1,374 31,150
Interest on federal funds sold and securities
purchased under reverse repurchase
agreements 2,144 141 2,285
------ ----- ------
TOTAL INTEREST INCOME 71,212 4,969 76,181

INTEREST EXPENSE
Interest on deposits 23,051 2,025 25,076
Interest on federal funds purchased and
securities sold under repurchase agreements 4,948 4,948
------ ----- ------
TOTAL INTEREST EXPENSE 27,999 2,025 30,024
------ ----- ------
NET INTEREST INCOME 43,213 2,944 46,157
Provision for loan losses 3,786 296 4,082
------ ----- ------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 39,427 2,648 42,075
OTHER INCOME
Trust service income 1,976 53 2,029
Service charges on deposit accounts 4,092 218 4,310
Other account charges, fees and commissions 3,522 3,522
Other 887 500 1,387
------ ----- ------
TOTAL OTHER INCOME 10,477 771 11,248
OTHER EXPENSES
Salaries 12,710 896 13,606
Employee Benefits 2,670 205 2,875
Net occupancy - premises 1,585 329 1,914
Equipment expenses 2,647 2,647
Services and fees 3,817 3,817
FDIC insurance assessment 1,780 132 1,912
Amortization of intangible assets 2,445 2,445
Other 6,918 963 7,881
------ ----- ------
TOTAL OTHER EXPENSES 34,572 2,525 37,097
------ ----- ------
INCOME BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE 15,332 894 16,226
Income taxes 5,330 156 5,486
------ ----- ------
INCOME BEFORE CUMULATIVE EFFECT
OF CHANGE IN ACCOUNTING PRINCIPLE 10,002 738 10,740
Cumulative effect on prior years of
change in accounting for income taxes 1,519 1,519
------ ----- ------

NET INCOME $11,521 $ 738 $12,259
======= ===== =======
PER SHARE DATA
Income before cumulative effect of
change in accounting principle $0.34 $0.53 $0.32
Cumulative effect on prior years of change
in accounting for income taxes 0.05 0.05
----- ----- ------
NET INCOME PER SHARE $0.39 $0.53 $0.37
===== ===== ======

WEIGHTED AVERAGE SHARES OUTSTANDING 29,476,383 1,386,023 33,213,897
========== ========= ==========
</TABLE>

36
<PAGE> 46
PRO FORMA COMBINATION OF TRUSTMARK CORPORATION AND SUBSIDIARIES
WITH FIRST NATIONAL FINANCIAL CORPORATION AND SUBSIDIARY
PRO FORMA COMBINED STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31, 1993
(Unaudited)
(In Thousands of Dollars Except Per Share Data)

<TABLE>
<CAPTION>
FIRST
NATIONAL
TRUSTMARK FINANCIAL PRO FORMA
CORPORATION CORPORATION COMBINED
----------- ----------- --------
<S> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $163,540 $13,940 $177,480
Interest and dividends on securities 122,233 5,815 128,048
Interest on federal funds sold and securities
purchased under reverse repurchase
agreements 4,786 293 5,079
------- ------ -------
TOTAL INTEREST INCOME 290,559 20,048 310,607

INTEREST EXPENSE
Interest on deposits 86,958 7,750 94,708
Interest on federal funds purchased and
securities sold under repurchase agreements 22,044 18 22,062
Interest on other borrowings 215 215
------- ------ -------
TOTAL INTEREST EXPENSE 109,002 7,983 116,985
------- ------ -------
NET INTEREST INCOME 181,557 12,065 193,622
Provision for loan losses 17,596 1,000 18,596
------- ------ -------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 163,961 11,065 175,026
OTHER INCOME
Trust service income 7,914 262 8,176
Service charges on deposit accounts 17,322 1,013 18,335
Other account charges, fees and commissions 16,621 16,621
Other 3,517 1,249 4,766
------- ------ -------
TOTAL OTHER INCOME 45,374 2,524 47,898
OTHER EXPENSES
Salaries 54,349 3,691 58,040
Employee Benefits 10,161 1,030 11,191
Net occupancy - premises 7,206 692 7,898
Equipment expenses 11,699 812 12,511
Services and fees 16,082 16,082
FDIC insurance assessment 7,208 541 7,749
Amortization of intangible assets 8,291 8,291
Other 24,615 4,189 28,804
------- ------ -------
TOTAL OTHER EXPENSES 139,611 10,955 150,566
------- ------ -------
INCOME BEFORE INCOME TAXES AND
CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE 69,724 2,634 72,358
Income taxes 21,093 532 21,625
-------- ------ -------
INCOME BEFORE CUMULATIVE EFFECT
OF CHANGE IN ACCOUNTING PRINCIPLE 48,631 2,102 50,733
Cumulative effect on prior years of
change in accounting for income taxes 1,519 1,519
------- ------ ------
NET INCOME $ 50,150 $ 2,102 $52,252
======== ======= =======
PER SHARE DATA
Income before cumulative effect of
change in accounting principle $1.61 $1.52 $1.50
Cumulative effect on prior years of change
in accounting for income taxes 0.05 0.04
----- ------ ------
NET INCOME PER SHARE $1.66 $1.52 $1.54
===== ===== ======

WEIGHTED AVERAGE SHARES OUTSTANDING 30,187,529 1,386,023 33,925,043
========== ========= ==========
</TABLE>

37
<PAGE> 47
PRO FORMA COMBINATION OF TRUSTMARK CORPORATION AND SUBSIDIARIES
WITH FIRST NATIONAL FINANCIAL CORPORATION AND SUBSIDIARY
PRO FORMA COMBINED STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31, 1992
(Unaudited)
(In Thousands of Dollars Except Per Share Data)

<TABLE>
<CAPTION>
FIRST
NATIONAL
TRUSTMARK FINANCIAL PRO FORMA
CORPORATION CORPORATION COMBINED
----------- ----------- --------
<S> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $163,005 $15,178 $178,183
Interest and dividends on securities 119,084 6,497 125,581
Interest on federal funds sold and securities
purchased under reverse repurchase
agreements 6,574 288 6,862
------- ------ -------
TOTAL INTEREST INCOME 288,663 21,963 310,626

INTEREST EXPENSE
Interest on deposits 112,650 9,661 122,311
Interest on federal funds purchased and
securities sold under repurchase agreements 16,055 3 16,058
------- ------ -------
TOTAL INTEREST EXPENSE 128,705 9,664 138,369
------- ------ -------
NET INTEREST INCOME 159,958 12,299 172,257
Provision for loan losses 24,068 2,669 26,737
------- ------ -------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 135,890 9,630 145,520
OTHER INCOME
Trust service income 7,106 300 7,406
Service charges on deposit accounts 16,924 915 17,839
Other account charges, fees and commissions 13,775 13,775
Other 5,784 779 6,563
------- ------ -------
TOTAL OTHER INCOME 43,589 1,994 45,583
OTHER EXPENSES
Salaries 50,116 3,572 53,688
Employee Benefits 8,326 779 9,105
Net occupancy - premises 6,687 528 7,215
Equipment expenses 11,399 779 12,178
Services and fees 16,044 16,044
FDIC insurance assessment 6,951 535 7,486
Amortization of intangible assets 5,318 5,318
Other 19,670 2,139 21,809
------- ------ -------
TOTAL OTHER EXPENSES 124,511 8,332 132,843
------- ------ -------
INCOME BEFORE INCOME TAXES 54,968 3,292 58,260
Income taxes 16,711 780 17,491
------- ------ -------

NET INCOME $ 38,257 $ 2,512 $ 40,769
======== ======= ========

PER SHARE DATA
NET INCOME PER SHARE $1.30 $1.81 $1.23
===== ===== ======

WEIGHTED AVERAGE SHARES OUTSTANDING 29,476,383 1,386,023 33,213,897
========== ========= ==========
</TABLE>

38
<PAGE> 48
PRO FORMA COMBINATION OF TRUSTMARK CORPORATION AND SUBSIDIARIES
WITH FIRST NATIONAL FINANCIAL CORPORATION AND SUBSIDIARY
PRO FORMA COMBINED STATEMENTS OF INCOME
YEAR ENDED DECEMBER 31, 1991
(Unaudited)
(In Thousands of Dollars Except Per Share Data)

<TABLE>
<CAPTION>
FIRST
NATIONAL
TRUSTMARK FINANCIAL PRO FORMA
CORPORATION CORPORATION COMBINED
----------- ----------- --------
<S> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans $185,426 $17,260 $202,686
Interest and dividends on securities 107,884 6,259 114,143
Interest on federal funds sold and securities
purchased under reverse repurchase
agreements 16,360 479 16,839
------- ------ -------
TOTAL INTEREST INCOME 309,670 23,998 333,668

INTEREST EXPENSE
Interest on deposits 154,988 12,867 167,855
Interest on federal funds purchased and
securities sold under repurchase agreements 19,354 6 19,360
------- ------ -------
TOTAL INTEREST EXPENSE 174,342 12,873 187,215
------- ------ -------
NET INTEREST INCOME 135,328 11,125 146,453
Provision for loan losses 25,207 1,970 27,177
------- ------ -------
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 110,121 9,155 119,276
OTHER INCOME
Trust service income 6,103 207 6,310
Service charges on deposit accounts 16,272 849 17,121
Other account charges, fees and commissions 12,065 12,065
Other 4,051 722 4,773
------- ------ -------
TOTAL OTHER INCOME 38,491 1,778 40,269
OTHER EXPENSES
Salaries 45,280 3,368 48,648
Employee Benefits 6,997 709 7,706
Net occupancy - premises 6,637 549 7,186
Equipment expenses 10,352 697 11,049
Services and fees 14,472 14,472
FDIC insurance assessment 6,374 527 6,901
Amortization of intangible assets 4,790 4,790
Other 17,459 2,015 19,474
------- ----- -------
TOTAL OTHER EXPENSES 112,361 7,865 120,226
------- ----- -------
INCOME BEFORE INCOME TAXES 36,251 3,068 39,319
Income taxes 8,680 427 9,107
------- ----- -------

NET INCOME $ 27,571 $2,641 $ 30,212
======== ====== ========

PER SHARE DATA
NET INCOME PER SHARE $0.94 $1.91 $0.91
===== ===== =====

WEIGHTED AVERAGE SHARES OUTSTANDING 29,476,383 1,386,023 33,213,897
========== ========= ==========
</TABLE>

39
<PAGE> 49
PROCEDURE FOR EXCHANGE OF CERTIFICATES

As soon as practicable after the Effective Date of the Mergers, notice
will be given to FNFC and Trustmark Bank's shareholders of the procedure for
surrendering and exchanging their share certificates for share certificates
representing Trustmark common shares.

Any FNFC or Trustmark Bank shareholder whose stock certificates have
been lost or destroyed will be required to provide Trustmark with a statement
certifying such loss or destruction and an indemnity (such as a lost or stolen
securities bond) satisfactory to Trustmark sufficient to indemnify Trustmark
against any loss or expense which may result from such lost or destroyed
certificates being thereafter presented to Trustmark for exchange.

Until a former FNFC or Trustmark Bank shareholder has surrendered the
certificates representing his FNFC or Trustmark shares or provided indemnity as
provided above, such shareholder shall not be issued the Trustmark share
certificates to which he is entitled, and no dividends or other distributions
with respect to such Trustmark shares shall be paid. However, when such
certificates are surrendered or indemnity provided, Trustmark shall pay,
without interest, all unpaid dividends and other distributions otherwise
payable with respect to such Trustmark shares.

RIGHTS OF DISSENTING SHAREHOLDERS

The Merger

Mississippi law provides dissenters' rights of appraisal in connection
with the merger of FNFC with and into Trustmark. The following summarizes
Mississippi law in connection with such dissenters' rights. This summary is
qualified in its entirety by reference to Miss. Code Ann. Section 79-4-13.01
to 79-4-13.31, a copy of which is attached as Exhibit "A" to this Proxy
Statement-Prospectus.

The availability of dissenters' rights is conditioned upon strict
compliance with applicable law. Accordingly, any FNFC shareholder who wishes
to dissent from the proposed Merger and receive the value of his FNFC shares in
cash should consult independent counsel.

Pursuant to Miss. Code Ann. Section 79-4-13.21(a), in order to be
eligible to exercise the right to dissent, a FNFC shareholder must (i) give
notice in writing to Trustmark prior to the vote on the Merger that he intends
to demand payment for his shares if the Merger is effectuated, and (ii) not
vote his shares in favor of the Merger.

40
<PAGE> 50
If the Merger is authorized at the Special Meeting, pursuant to Miss.
Code Ann. Section 79-4-13.22, Trustmark, within ten days after the Effective
Date of the Merger, must deliver a written notice (the "Dissenters Notice") to
all shareholders who satisfied the requirements of the preceding paragraph.
This notice must (i) state where the payment demand ("Payment Demand") must be
sent and where and when certificates for shares must be deposited, (ii) supply
a form for demanding payment that includes the date of the first announcement
to the news media or to shareholders of the terms of the proposed Merger and
requires that the shareholder asserting dissenters' rights certify whether he
acquired beneficial ownership of the shares before that date, (iii) set a date
by which Trustmark must receive the Payment Demand, which date may not be fewer
than 30 nor more than 60 days after the date the Dissenters' Notice is
delivered, and (iv) be accompanied by a copy of Miss. Code Ann. Section
79-4-13.01 et. seq.

A shareholder sent a Dissenters' Notice must, pursuant to Miss. Code
Ann. Section 79-4-13.23, demand payment, certify whether he acquired
beneficial ownership of the shares before the date required to be set forth in
the Dissenters' Notice and deposit his certificates in accordance with the
terms of the Dissenters' Notice.

A shareholder who demands payment and deposits his shares retains all
other rights of a shareholder until those rights are cancelled or modified by
the taking of the proposed corporate action.

A shareholder who does not demand payment or deposit his share
certificates where required, each by the date set forth in the Dissenters'
Notice, is not entitled to payment for his shares.

Pursuant to Miss. Code Ann. Section 79-4-13.25, as soon as the Merger
is effective, or upon receipt of a Payment Demand, Trustmark is required to pay
each dissenter who has complied with his obligations under law the amount
Trustmark estimates to be the fair value of his shares, plus accrued interest.

This payment must be accompanied by (i) Trustmark's balance sheet as
of the end of a fiscal year ending not more than sixteen months before the date
of payment, an income statement for that year, a statement of changes in
shareholders' equity for the year, and the latest available interim financial
statements, if any; (ii) a statement of Trustmark's estimate of the fair value
of the shares; (iii) an explanation of how the interest was calculated; (iv) a
statement of the dissenter's right to demand payment under Miss. Code Ann.
Section 79-4-13.28; and (v) a copy of Miss. Code Ann. Section 79-4-13.01 et.
seq.

Pursuant to Miss. Code Ann. Section 79-4-13.27, Trustmark may elect
to withhold payment from a dissenter who was not the beneficial

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owner of the shares on the date set forth in the Dissenters' Notice as the date
of the first announcement to news media or to FNFC's shareholders of the terms
of the proposed Merger.

To the extent Trustmark elects to withhold payment as described in the
immediately preceding paragraph, after consummation of the Merger, Trustmark
shall estimate the fair value of the shares, plus accrued interest, and shall
pay this amount to each dissenter who agrees to accept it in full satisfaction
of his demand. Trustmark shall send with its offer a statement of its estimate
of the fair value of the shares, an explanation of how the interest was
calculated and a statement of the dissenter's right to demand payment pursuant
to Miss. Code Ann. Section 79-4-13.28.

Pursuant to Miss. Code Ann. Section 79-4-13.28, a dissenter may
notify Trustmark in writing of his estimate of the fair value of his shares and
amount of interest due, and demand payment of his estimate (less any payments
previously made) or reject Trustmark's offer under Section 79-4-13.27 and
demand payment of the fair value of his shares and interest due, if: (i) the
dissenter believes that the amount paid under Section 79-4-13.25 or offered
under Section 79-4-13.27 is less than the fair value of his shares or that the
interest due is incorrectly calculated; (ii) Trustmark fails to make payment
under Section 79-4-13.25 within 60 days after the date set forth demanding
payment; or (iii) Trustmark, having failed to take the proposed action, does
not return the deposited certificates within 60 days after the date set forth
demanding payment.

A dissenter waives his right to demand payment under Section
79-4-13.28 unless he notifies Trustmark of his demand in writing under this
section within 30 days after Trustmark made or offered payment for his shares.

Pursuant to Miss. Code Ann. Section 79-4-13.30, if a demand for
payment under Miss. Code Ann. Section 79-4-13.28 remains unsettled, Trustmark
must commence a proceeding within 60 days after receiving the Payment Demand
and petition the court to determine the fair value of the shares and accrued
interest. If Trustmark does not commence this proceeding within this 60-day
period, it shall pay each dissenter whose demand remains unsettled the amount
demanded.
Trustmark must commence this proceeding in the Chancery Court of Hinds
County. Trustmark must make all dissenters whose demands remained unsettled
parties to the proceeding. The Court may appoint one or more persons as
appraisers to receive evidence and recommend a decision on the question of fair
value. The appraiser shall have the powers described in the order appointing
them, or in any amendment to it. Dissenters are entitled to the same discovery
rights as parties to other civil litigation.

Each dissenter made a party to the proceeding is entitled to judgment
for the amount, if any, by which the Court finds the fair

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value of its shares, plus interest, exceeds the amount paid by Trustmark, or
(ii) for the fair value, plus accrued interest, of his after-acquired shares
for which Trustmark elected to withhold payment under Section 79-4-13.27.

Pursuant to Miss. Code Ann. Section 79-4-13.31, the Court, in an
appraisal proceeding, shall determine all costs of the proceeding, including
the reasonable compensation and expense of appraisers appointed by the Court.
The Court shall assess these costs against Trustmark, except that the Court may
assess costs against all or some of the dissenters, in amounts the Court finds
equitable, to the extent the Court finds the dissenters acted arbitrarily,
vexatiously or not in good faith in demanding payment.

The Court may also assess the fees and expenses of counsel and experts
for the respective parties, in amounts the Court finds equitable: (i) against
Trustmark and in favor of any and all dissenters if the Court finds that
Trustmark did not substantially comply with the requirements of Section
79-4-13.20 through Section 79-4-13.28, or (ii) against either Trustmark or a
dissenter, in favor of any other party, if the Court finds that the party
against whom the fees and expenses are assessed acted arbitrarily, vexatiously
or not in good faith with respect to the rights provided by Miss. Code Ann.
Section 79-4-13.01 et. seq.

If the Court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated and that the fees
for those services shall not be assessed against Trustmark, the Court may award
to those counsel reasonable fees to be paid out of the amounts awarded the
dissenters who were benefited.

The Bank Merger

FNBV is being combined with Trustmark Bank pursuant to 12 U.S.C.
Section 215. Pursuant to this law, any shareholder of either FNBV or Trustmark
Bank who has voted against the combination at the special meeting of
shareholders or who has given notice in writing at or prior to such meeting to
the presiding officer that he dissents from the plan of consolidation, shall be
entitled to receive the value of the shares so held by him when such
consolidation is approved by the Comptroller of the Currency upon written
request made to the consolidated association at any time before 30 days after
the date of consummation of the consolidation, accompanied by the surrender of
his stock certificates.

The value of the shares of any dissenting shareholder shall be
ascertained, as of the effective date of the consolidation, by an appraisal
made by a committee of three persons composed of (1) one selected by the vote
of the holders of the majority of the stock, the owners of which are entitled
to payment in cash; (2) one selected by the directors of the consolidated
banking association;

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and (3) one selected by the two so selected. The valuation agreed upon by any
two of the three appraisers shall govern. If the value so fixed shall not be
satisfactory to any dissenting shareholder who has requested payment, that
shareholder may, within five days after being notified of the appraised value
of his shares, appeal to the Comptroller of the Currency, who shall cause a
reappraisal to be made which shall be final and binding as to the value of the
shares.

If, within 90 days from the date of consummation of the consolidation,
for any reason one or more of the appraisers is not selected, or the appraisers
fail to determine the value of such shares, the Comptroller of the Currency
shall, upon written request of any interested party, cause an appraisal to be
made, which shall be final and binding on all parties. The expenses of the
Comptroller of the Currency in making the reappraisal or appraisal, as the case
may be, shall be paid by the consolidated banking association. The value of
the shares ascertained shall be promptly paid to the dissenting shareholders by
the consolidated banking association. Within 30 days after payment has been
made to all dissenting shareholders, the shares of stock which would have been
delivered to such dissenting shareholders had they not requested payment shall
be sold at an advertised public auction, unless some other method of sale is
approved by the Comptroller of the Currency, and the consolidated banking
association shall have the right to purchase any of such shares at such public
auction, if it is the highest bidder therefor, for the purpose of reselling
such shares within 30 days thereafter to such person or persons and at such
price not less than par as its Board of Directors by resolution may determine.
If these shares are sold at public auction at a price greater than the amount
paid to the dissenting shareholders the excess of such sales price shall be
paid to such shareholders.

FEDERAL INCOME TAX CONSEQUENCES

The federal income tax discussion set forth herein has been prepared
by Brunini, Grantham, Grower & Hewes, counsel to Trustmark, and, except as
indicated, reflects such counsel's opinion as to certain of the material
federal income tax consequences of the Mergers. This discussion does not
necessarily address all aspects of federal income taxation that may be
applicable to each FNFC and Trustmark Bank shareholder and does not address the
effect of any applicable state, local or foreign tax laws. In view of the
individual nature of federal income tax consequences, FNFC and Trustmark
Bank's shareholders should consult their own tax advisers as to the particular
tax consequences of the Mergers to them. The discussion is based on the
Internal Revenue Code of 1986, regulations and rulings now in effect or
proposed thereunder, current administrative rulings and practices, and judicial
precedent, all of which are subject to

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<PAGE> 54
change. Any such change, which may or may not be retroactive, could alter the
tax consequences discussed herein. The discussion is also based on certain
representations made by the parties. If any such representations are
inaccurate, the tax consequence of the Mergers could differ from those
described below.

The Merger Agreement provides that, as a condition to the parties'
obligations to consummate the Mergers, each party must be satisfied that the
Mergers will qualify as tax-free reorganizations for federal income tax
purposes. It is anticipated that Brunini, Grantham, Grower & Hewes, counsel to
Trustmark, will render its opinion that the transactions contemplated by the
Merger Agreement will qualify as tax-free reorganizations within the meaning of
Section 368(a) of the Internal Revenue Code.

The Merger

It is intended that, for federal income tax purposes, the Merger will
be treated as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code and that, accordingly, (i) no gain or loss will be
recognized by FNFC's shareholders upon the receipt of Trustmark common shares
in exchange for FNFC common shares in connection with the Merger (except as
discussed below with respect to the cash portion of the transaction and with
respect to the cash received in lieu of fractional shares), (ii) the tax basis
of the Trustmark common shares to be received by FNFC's shareholders in
connection with the Merger shall be the same as the basis in the FNFC shares
surrendered in exchange therefor (reduced by the amount of cash received and
increased by the amount of cash received treated as a dividend), and (iii) the
holding period of the Trustmark shares to be received by FNFC's shareholders in
connection with the Merger will include the holding period of the FNFC common
shares surrendered in exchange therefor, provided that the FNFC shares are held
as a capital asset as of the Effective Date of the Merger.

The payment of cash in lieu of fractional Trustmark shares in
connection with the Merger will be treated as if the fractional shares were
distributed as part of the exchange and then redeemed by Trustmark. These cash
payments will be treated as distributions in full payment in exchange for the
shares redeemed, subject to the provisions of Section 302 of the Internal
Revenue Code.

The cash portion of the consideration to be received in connection
with the Merger, including the cash received by FNFC's shareholders exercising
dissenters' rights of appraisal, will be treated as having been received by
such shareholders as a distribution in redemption of such shareholder's stock,
subject to the provisions and limitations of Section 302 of the Internal
Revenue Code.

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The Bank Merger

It is intended that, for federal income tax purposes, the Bank Merger
and the exchange of Trustmark Bank common shares for Trustmark common shares
will be treated as a reorganization within the meaning of Section 368(a) of the
Internal Revenue Code and that, accordingly, (i) no gain or loss will be
recognized by Trustmark Bank's shareholders upon the receipt of Trustmark
common shares in exchange for Trustmark Bank common shares in connection with
the Bank Merger, (ii) the tax basis of the Trustmark common shares to be
received by the Trustmark Bank shareholders in connection with the Bank Merger
shall be the same as the basis in the Trustmark Bank shares surrendered in
exchange therefor, and (iii) the holding period of the Trustmark shares to be
received by Trustmark Bank's shareholders in connection with the Bank Merger
will include the holding period of the Trustmark Bank common shares surrendered
in exchange therefor, provided that the Trustmark Bank shares are held as a
capital asset as of the Effective Date of the Bank Merger.

A Trustmark Bank shareholder who exercises dissenters' rights of
appraisal and receives cash in lieu of Trustmark shares in connection with the
Bank Merger will be treated as having received a distribution in redemption of
such shareholder's stock in Trustmark Bank, subject to the provisions of
Section 302 of the Internal Revenue Code.

ACCOUNTING TREATMENT

The combinations resulting from the Mergers will be treated as a
pooling of interests for financial reporting purposes.

As such, subject to certain adjustments, including adjustments for
inter-company transactions, the various asset, liability and capital accounts
of the constituent entities will be combined.

RESALES OF TRUSTMARK COMMON SHARES

The Trustmark common shares to be issued in connection with the
Mergers have been registered under the Securities Act of 1933 and, if
necessary, applicable state securities laws. However, such registrations do
not cover resales by persons who are "affiliates" of FNFC or Trustmark Bank.
Persons who may be deemed affiliates of FNFC or Trustmark Bank generally
include individuals or entities that control, are controlled by or are under
common control with such entities and may include certain officers, directors
and principal shareholders. In general, for a period of two years following
the Mergers, persons who were affiliates of FNFC or Trustmark Bank at the time
the Mergers were submitted to a shareholder vote and who do not become
affiliates of Trustmark may resell the Trustmark shares acquired in the
Mergers; however, during any three-month period they cannot sell more than one
percent of the number of Trustmark shares outstanding and must make all sales
pursuant to "brokerage" transactions. After this two-year period, these
persons may generally resell the Trustmark shares acquired in the Mergers
without limitation. Since one percent of Trustmark's outstanding

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<PAGE> 56
shares will equal approximately 349,104 shares following the Mergers, the
foregoing limitation should have no practical effect on resales by FNFC or
Trustmark Bank's affiliates. Trustmark common shares issued pursuant to the
Mergers to persons who are not affiliates of FNFC or Trustmark Bank should be
freely transferrable without restriction.

Persons who are affiliates of Trustmark following the Mergers may
resell Trustmark shares acquired in the Merger subject to the limitations
of Rule 144 promulgated under the Securities Act of 1933.

REGULATORY AUTHORITY APPROVALS

Consummation of the Mergers is subject to and conditioned upon the
receipt of the approval of the Federal Reserve Board and the Comptroller of the
Currency and the absence of objection by the United States Department of
Justice.

Trustmark and FNFC have filed applications for approval of the Mergers
with the Federal Reserve Board and the Comptroller of the Currency. There can
be no assurance that the Mergers will be approved, that any such approvals will
occur in a timely manner or that any such approvals or acquiescences will not
be conditioned upon matters that would cause the parties to abandon the Merger.

MANAGEMENT AND OPERATIONS AFTER THE MERGERS

On the Effective Date of the Mergers: (i) FNFC shall be merged into
Trustmark, (ii) FNBV shall be consolidated with Trustmark Bank under the
charter of Trustmark Bank, and (iii) the separate corporate existences of FNFC
and FNBV shall cease. FNFC's shareholders and Trustmark Bank's minority
shareholders not exercising dissenters' rights of appraisal will become
shareholders of Trustmark. FNBV will become a branch bank of Trustmark Bank.
The present officers and directors of Trustmark Bank will remain as officers
and directors of the surviving entity following the Bank Merger. The current
officers of FNBV initially will become officers of Trustmark Bank, with titles
and salaries the same as existed while employed by FNBV. The current directors
of FNFC and Emmett Haining will serve as advisory directors of the Vicksburg
branch of Trustmark Bank.

Information concerning the current directors and executive officers of
Trustmark is contained in the proxy statement for Trustmark's 1994 annual
meeting of shareholders. Copies of Trustmark's 1994 proxy statement and annual
report on Form 10-K may be obtained on request from Trustmark, 248 E. Capitol
Street, Jackson, Mississippi 39201, ATTN: David R. Carter, Treasurer.

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COMPARISON OF RIGHTS OF SHAREHOLDERS

Trustmark and FNFC

Both Trustmark and FNFC are Mississippi business corporations, subject
to the provision of the Mississippi Business Corporation Act. The rights of
shareholders of Trustmark and FNFC are governed by this Act and the articles of
incorporation and bylaws of each corporation. The rights of shareholders of
Trustmark are not materially different than the rights of shareholders of FNFC.

Trustmark and Trustmark Bank

Trustmark Bank is a national banking association. The rights of
shareholders of Trustmark National Bank are governed by various federal banking
laws as well as the articles of association and bylaws of Trustmark Bank.

LEGAL OPINIONS

The validity of the Trustmark common shares to be issued in connection
with the Mergers will be passed upon by Brunini, Grantham, Grower & Hewes,
counsel to Trustmark. Brunini, Grantham, Grower & Hewes will also issue the
opinion on behalf of Trustmark required by the Merger Agreement and an opinion
on the tax aspects of the Mergers. Brunini, Grantham, Grower & Hewes and its
partners beneficially own approximately 250,000 shares of Trustmark common
stock.

EXPERTS

The audited consolidated financial statements of Trustmark Corporation
and subsidiaries as of and for the years ended December 31, 1992 and 1993,
incorporated by reference in this Proxy Statement-Prospectus and elsewhere in
the related Registration Statement, have been audited by Arthur Andersen & Co,
Independent Public Accountants, as indicated in their report with respect
thereto, and are incorporated by reference herein upon the authority of said
firm as experts in giving said reports.

The consolidated financial statements of Trustmark Corporation and
subsidiaries for the year ending December 31, 1991, incorporated by reference
from Trustmark's annual report on Form 10-K, have been audited by Deloitte &
Touche, Independent Auditors and have been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

The audited consolidated financial statements of First National
Financial Corporation and subsidiary as of and for the year ended December 31,
1993, incorporated by reference in this

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Proxy Statement-Prospectus and elsewhere in the related Registration Statement,
have been audited by Arthur Andersen & Co., Independent Public Accountants, as
indicated in their report with respect thereto, and are incorporated by
reference herein upon the authority of said firm as experts in giving said
report.

The consolidated financial statements of First National Financial
Corporation and subsidiary as of December 31, 1992 and for the years ending
December 31, 1991, and 1992, incorporated by reference from First National
Financial Corporation's annual report on Form 10-K, have been audited by
Deloitte & Touche, Independent Auditors and have been so incorporated in
reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.

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EXHIBIT "A"

ARTICLE 13

DISSENTERS' RIGHTS

Section 79-4-13.01. DEFINITIONS.

In this article:

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

(2) "Dissenter" means a shareholder who is entitled to dissent
from corporate action under Section 79-4-13.02 and who
exercises that right when and in the manner required by
Sections 79-4-13.20 through 79-4-13.28.

(3) "Fair value," with respect to a dissenter's shares, means the
value of the shares immediately before the effectuation of the
corporate action to which the dissenter objects, excluding any
appreciation or depreciation in anticipation of the corporate
action unless exclusion would be inequitable.

(4) "Interest" means interest from the effective date of the
corporate action until the date of payment, at the average
rate currently paid by the corporation on its principal bank
loans or, if none, at a rate that is fair and equitable under
all the circumstances.

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

(6) "Beneficial shareholder" means the person who is a beneficial
owner of shares held in a voting trust or by a nominee as the
record shareholder.

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

Section 79-4-13.02. RIGHT TO DISSENT.

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

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(1) Consummation of a plan of merger to which the
corporation is a party (i) if shareholder approval is
required for the merger by Section 79-4-11.03 or the
articles of incorporation and the shareholder is
entitled to vote on the merger, or (ii) if the
corporation is a subsidiary that is merged with its
parent under Section 79-4-11.04;

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

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

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

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

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

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

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

(v) Reduces the number of shares owned by the
shareholder to a fraction of a share if the fractional share so
created is to be acquired for cash under Section 79-4-6.04; or

(5) Any corporate action taken pursuant to a shareholder
vote to the extent the articles of

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incorporation, bylaws or a resolution of the board of
directors provides that voting or nonvoting
shareholders are entitled to dissent and obtain
payment for their shares.

(b) Nothing in subsection (a)(4) shall entitle a shareholder of a
corporation to dissent and obtain payment for his shares as a result of an
amendment of the articles of incorporation exclusively for the purpose of
either (i) making such corporation subject to application of the Mississippi
Control Share Act, or (ii) making such act inapplicable to a control share
acquisition of such corporation.

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

Section 79-4-13.03. DISSENT BY NOMINEES AND BENEFICIAL OWNERS.

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

(b) A beneficial shareholder may assert dissenters' rights as to
shares held on his behalf only if:

(1) He submits to the corporation the record shareholder's written
consent to the dissent not later than the time the beneficial
shareholder asserts dissenters' rights; and

(2) He does so with respect to all shares of which he is the
beneficial shareholder or over which he has power to direct
the vote.

Section 79-4-13.20. NOTICE OF DISSENTERS' RIGHTS.

(a) If proposed corporate action creating dissenters' rights under
Section 79-4-13.02 is submitted to a vote at a shareholders' meeting, the
meeting notice must state that shareholders are or may be entitled to assert
dissenters' rights under this article and be accompanied by a copy of this
article.

(b) If corporate action creating dissenters' rights under Section
79-4-13.02 is taken without a vote of shareholders, the

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corporation shall notify in writing all shareholders entitled to assert
dissenters' rights that the action was taken and send them the dissenters'
notice described in Section 79-4-13.22.

SECTION 79-4-13.21. NOTICE OF INTENT TO DEMAND PAYMENT.

(a) If proposed corporate action creating dissenters' rights
under Section 79-4-13.02 is submitted to a vote at a shareholders' meeting, a
shareholder who wishes to assert dissenters' rights (1) must deliver to the
corporation before the vote is taken written notice of his intent to demand
payment for his shares if the proposed action is effectuated, and (2) must not
vote his shares in favor of the proposed action.

(b) A shareholder who does not satisfy the requirement of
subsection (a) is not entitled to payment for his shares under this article.

SECTION 79-4-13.22. DISSENTERS' NOTICE.

(a) If proposed corporate action creating dissenters' rights
under Section 79-4-13.02 is authorized at a shareholders' meeting, the
corporation shall deliver a written dissenters' notice to all shareholders who
satisfied the requirements of Section 79-4-13.21.

(b) The dissenters' notice must be sent no later than ten (10)
days after the corporate action was taken, and must:

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

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

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

(4) Set a date by which the corporation must receive the payment
demand, which date may not be fewer than thirty (30) nor more
than sixty (60) days after the date the subsection (a) notice
is delivered; and

(5) Be accompanied by a copy of this article.

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SECTION 79-4-13.23. DUTY TO DEMAND PAYMENT.

(a) A shareholder sent a dissenters' notice described in Section
79-4-13.22 must demand payment, certify whether he acquired beneficial
ownership of the shares before the date required to be set forth in the
dissenter's notice pursuant to Section 79-4-13.22(b)(3), and deposit his
certificates in accordance with the terms of the notice.

(b) The shareholder who demands payment and deposits his shares
under subsection (a) retains all other rights of a shareholder until these
rights are cancelled or modified by the taking of the proposed corporate
action.

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

SECTION 79-4-13.24. SHARE RESTRICTIONS.

(a) The corporation may restrict the transfer of uncertificated
shares from the date the demand for their payment is received until the
proposed corporate action is taken or the restrictions released under Section
79-4-13.26.

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

SECTION 79-4-13.25. PAYMENT.

(a) Except as provided in Section 79-4-13.27, as soon as the
proposed corporate action is taken, or upon receipt of a payment demand, the
corporation shall pay each dissenter who complied with Section 79-4-13.23 the
amount the corporation estimates to be the fair value of his shares, plus
accrued interest.

(b) The payment must be accompanied by:

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

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

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

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(4) A statement of the dissenters' right to demand
payment under Section 79-4-13.28; and

(5) A copy of this article.

SECTION 79-4-13.26. FAILURE TO TAKE ACTION.

(a) If the corporation does not take the proposed action within
sixty (60) days after the date set for demanding payment and depositing share
certificates, the corporation shall return the deposited certificates and
release the transfer restrictions imposed on uncertificated shares.

(b) If after returning deposited certificates and releasing
transfer restrictions, the corporation takes the proposed action, it must send
a new dissenters' notice under Section 79-4-13.22 and repeat the payment demand
procedure.

SECTION 79-4-13.27. AFTER-ACQUIRED SHARES.

(a) A corporation may elect to withhold payment required by
Section 79-4-13.25 from a dissenter unless he was the beneficial owner of the
shares before the date set forth in the dissenters' notice as the date of the
first announcement to news media or to shareholders of the terms of the
proposed corporate action.

(b) To the extent the corporation elects to withhold payment under
subsection (a), after taking the proposed corporate action, it shall estimate
the fair value of the shares, plus accrued interest, and shall pay this amount
to each dissenter who agrees to accept it in full satisfaction of his demand.
The corporation shall send with its offer a statement of its estimate of the
fair value of the shares, an explanation of how the interest was calculated and
a statement of the dissenter's right to demand payment under Section 79-4-13.28.

SECTION 79-4-13.28. PROCEDURE IF SHAREHOLDER DISSATISFIED WITH PAYMENT OR
OFFER.

(a) A dissenter may notify the corporation in writing of his own
estimate of the fair value of his shares and amount of interest due, and demand
payment of his estimate (less any payment under Section 79-4-13.25), or reject
the corporation's offer under Section 79-4-13.27 and demand payment of the fair
value of his shares and interest due, if:

(1) The dissenter believes that the amount paid under
Section 79-4-13.25 or offered under Section
79-4-13.27 is less than the fair value of his shares
or that the interest due is incorrectly calculated;

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(2) The corporation fails to make payment under Section
79-4-13.25 within sixty (60) days after the date set
for demanding payment; or

(3) The corporation, having failed to take the proposed
action, does not return the deposited certificates or
release the transfer restrictions imposed on
uncertificated shares within sixty (60) days after
the date set for demanding payment.

(b) A dissenter waives his right to demand payment under this
section unless he notifies the corporation of his demand in writing under
subsection (a) within thirty (30) days after the corporation made or offered
payment for his shares.

SECTION 79-4-13.30. COURT ACTION.

(a) If a demand for payment under Section 79-4-13.28 remains
unsettled, the corporation shall commence a proceeding within sixty (60) days
after receiving the payment demand and petition the court to determine the fair
value of the shares and accrued interest. If the corporation does not commence
the proceeding within the 60-day period, it shall pay each dissenter whose
demand remains unsettled the amount demanded.

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

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

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

(e) Each dissenter made a party to the proceeding is entitled to
judgment (1) for the amount, if any, by which the court finds the fair value of
his shares, plus interest, exceeds the amount

56
<PAGE> 66
paid by the corporation, or (2) for the fair value, plus accrued interest, of
his after-acquired shares for which the corporation elected to withhold payment
under Section 79-4-13.27.

SECTION 79-4-13.31. COURT COSTS AND COUNSEL FEES.

(a) The court in an appraisal proceeding commenced under Section
79-4-13.30 shall determine all costs of the proceeding, including the
reasonable compensation and expenses of appraisers appointed by the court. The
court shall assess the costs against the corporation, except that the court may
assess costs against all or some of the dissenters, in amounts the court finds
equitable, to the extent the court finds the dissenters acted arbitrarily,
vexatiously or not in good faith in demanding payment under Section 79-4-13.28.

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

(1) Against the corporation and in favor of any or all
dissenters if the court finds the corporation did not
substantially comply with the requirements of
Sections 79-4-13.20 through 79-4-13.28; or

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

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

57
<PAGE> 67
EXHIBIT "B"

ALEX SHESHUNOFF & CO. INVESTMENT BANKING

June 1, 1994

Board of Directors
First National Financial Corporation
P. O. Box 39
Vicksburg, Mississippi 39180

Members of the Board:

You have requested our opinion, as an independent financial analyst to the
common shareholders of First National Financial Corporation, Vicksburg,
Mississippi ("Company"), as to the fairness, from a financial point of view, of
the terms of the proposed merger of Company with and into Trustmark
Corporation, Jackson, Mississippi ("Trustmark"). Pursuant to the terms of the
Merger Agreement and the Plan and Agreement of Merger, as of the Effective Time
of the Holding Company Merger, each share of Company common stock issued and
outstanding immediately prior to the Effective Time of the Holding Company
Merger (other than such shares as to which dissenters' rights of appraisal have
been perfected and not withdrawn) shall be converted into (i) cash in the
amount of $0.79363 per share and (ii) 2.59736 Trustmark shares.

As part of its banking analysis business, Alex Sheshunoff & Co. Investment
Banking is continually engaged in the valuation of bank, bank holding company
and thrifts securities in connection with mergers and acquisitions nationwide.
Prior to being retained for this assignment, Alex Sheshunoff & Co. Investment
Banking has provided professional services and products to Company. The
revenues derived from such services and products are insignificant when
compared to the firm's total gross revenues.

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<PAGE> 68
In connection with this assignment, we reviewed (i) the Merger Agreement and
the Plan and Agreement of Merger between Company and Trustmark; (ii) the most
recent external auditor's reports to the Boards of Directors of each
organization; (iii) the March 31, 1994 Balance Sheet and Income Statements for
each organization and the audited December 31, 1993 Balance Sheet and Income
Statements for each organization; (iv) the Rate Sensitivity Analysis reports
for each organization; (v) each organization's listing of marketable securities
showing rate, maturity and market value as compared to book value; (vi) each
organization's internal loan classification list; (vii) a listing of other real
estate owned for each organization; (viii) the budget and long range operating
plan of each organization; (ix) a listing of unfunded letters of credit and any
other off-balance sheet risks for each organization; (x) the Minutes of the
Board of Directors meetings of each organization; (xi) the most recent Board
report for each organization; (xii) the listing and description of significant
real properties for each organization; (xiii) material leases on real and
personal property; (xiv) the directors and officers' liability and blanket bond
insurance policies for each organization; and (xv) market conditions and
current trading levels of outstanding equity securities of both organizations.

We have also had discussions with the management of Company and Trustmark
regarding their respective financial results and have analyzed the most current
financial data available on Company and Trustmark. We also considered such
other information, financial studies, analyses and investigations, and economic
and market criteria which we deemed relevant. We have met with the management
of Company and Trustmark to discuss the foregoing information with them.

We have considered certain financial data of Company and Trustmark, and have
compared that data with similar data for other banks and bank holding companies
which have recently merged or been acquired; furthermore, we have considered
the financial terms of these business combinations involving said banks and
bank holding companies.

We have not independently verified any of the information reviewed by us and
have relied on its being complete and accurate in all material respects. In
addition, we have not made an independent evaluation of the assets of Company
or Trustmark.

In reaching our opinion we took into consideration the financial benefits of
the proposed transaction to all Company common shareholders. Based on all
factors that we deem relevant and assuming the accuracy and completeness of the
information and data provided to us by Company and Trustmark, it is our opinion
as of June 1, 1994 that the proposed transaction is fair and equitable to all
Company common shareholders from a financial point of view.

59
<PAGE> 69
We hereby consent to the reference to our firm in the proxy statement or
prospectus related to the merger transaction and to the inclusion of our
opinion as an exhibit to the proxy statement or prospectus related to the
merger transaction.

Respectfully submitted,

ALEX SHESHUNOFF & CO.
INVESTMENT BANKING
AUSTIN, TEXAS

BY: /s/THOMAS R. MECREDY
Thomas R. Mecredy
Senior Vice President

TRM/prl

60
<PAGE> 70
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS

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

In addition, pursuant to the Mississippi Business Corporation Act,
directors and officers are entitled to indemnification in certain events as
summarized below:

SECTION 79-4-8.50. SUBARTICLE DEFINITIONS.

In this subarticle:

(1) "Corporation" includes any domestic or foreign
predecessor entity of a corporation in a merger or other transaction
in which the predecessor's existence ceased upon consummation of the
transaction.

(2) "Director" means an individual who is or was a
director of a corporation or an individual who, while a director of a
corporation, is or was serving at the corporation's request as a
director, officer, partner, trustee, employee or agent of another
foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise. A director is considered
to be serving an employee benefit plan at the corporation's request if
his duties to the corporation also impose duties on, or otherwise
involve services by, him to the plan or to participants in or
beneficiaries of the plan. "Director" includes, unless the context
requires otherwise, the estate or personal representative of a
director.

(3) "Expenses" include counsel fees.

II-1
<PAGE> 71
(4) "Liability" means the obligation to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan), or reasonable expenses incurred
with respect to a proceeding.

(5) "Official capacity" means: (i) when used with
respect to a director, the office of director in a corporation; and
(ii) when used with respect to an individual other than a director as
contemplated in Section 79-4-8.56, the office in a corporation held
by the officer or the employment or agency relationship undertaken by
the employee or agent on behalf of the corporation. "Official
capacity" does not include service for any other foreign or domestic
corporation or any partnership, joint venture, trust, employee benefit
plan or other enterprise.

(6) "Party" includes an individual who was, is, or is
threatened to be made a named defendant or respondent in a proceeding.

(7) "Proceeding" means any threatened, pending, or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative and whether formal or informal.

SECTION 79-4-8.51. AUTHORITY TO INDEMNIFY.

(a) Except as provided in subsection (d), a corporation may
indemnify an individual made a party to a proceeding because he is or
was a director against liability incurred in the proceeding if:

(1) He conducted himself in good faith; and

(2) He reasonably believed:

(i) In the case of conduct in his official
capacity with the corporation, that his conduct was in its
best interests; and

(ii) In all other cases, that his conduct was at
least not opposed to its best interests; and

(3) In the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.

(b) A director's conduct with respect to an employee benefit plan
for a purpose he reasonably believed to be in the interest of the
participants in and beneficiaries of the plan is conduct that
satisfies the requirement of subsection (a)(2)(ii).

II-2
<PAGE> 72
its equivalent is not, of itself, determinative that the director did
not meet the standard of conduct described in this section.

(d) A corporation may not indemnify a director under this section:

(1) In connection with a proceeding by or in the right of
the corporation in which the director was adjudged liable to
the corporation; or

(2) In connection with any other proceeding charging
improper personal benefit to him, whether or not involving
action in his official capacity, in which he was adjudged
liable on the basis that personal benefit was improperly
received by him.

(e) Indemnification permitted under this section in connection
with a proceeding by or in the right of the corporation is limited to
reasonable expenses incurred in connection with the proceeding.

SECTION 79-4-8.52. MANDATORY INDEMNIFICATION.

Unless limited by its articles of incorporation, a corporation shall
indemnify a director who was wholly successful, on the merits or otherwise, in
the defense of any proceeding to which he was a party because he is or was a
director of the corporation against reasonable expenses incurred by him in
connection with the proceeding.

SECTION 79-4-8.53. ADVANCE FOR EXPENSES.

(a) A corporation may pay for or reimburse the reasonable expenses
incurred by a director who is a party to a proceeding in advance of final
disposition of the proceeding if:

(1) The director furnishes the corporation a written
affirmation of his good faith belief that he has met the standard of
conduct described in Section 79-4-8.51;

(2) The director furnishes the corporation a written
undertaking, executed personally or on his behalf, to repay the
advance if it is ultimately determined that he did not meet the
standard of conduct; and

(3) A determination is made that the facts then known to
those making the determination would not preclude indemnification
under this subarticle.

(b) The undertaking required by subsection (a)(2) must be an
unlimited general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make repayment.

II-3
<PAGE> 73
(c) Determinations and authorizations of payments under this
section shall be made in the manner specified in Section 79-4-8.55.

SECTION 79-4-8.54. COURT ORDERED INDEMNIFICATION.

Unless a corporation's articles of incorporation provide otherwise, a
director of the corporation who is a party to a proceeding may apply for
indemnification to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving
any notice the court considers necessary may order indemnification if it
determines:

(1) The director is entitled to mandatory indemnification
under Section 79-4-8.52, in which case the court shall also order the
corporation to pay the director's reasonable expenses incurred to
obtain court-ordered indemnification; or

(2) The director is fairly and reasonably entitled to
indemnification in view of all the relevant circumstances, whether or
not he met the standard of conduct set forth in Section 79-4-8.51 or
was adjudged liable as described in Section 79-4-8.51(d), but if he
was adjudged so liable his indemnification is limited to reasonable
expenses incurred.

SECTION 79-4-8.55. DETERMINATION AND AUTHORIZATION OF INDEMNIFICATION.

(a) A corporation may not indemnify a director under Section
79-4-8.51 unless authorized in the specific case after a determination has been
made that indemnification of the director is permissible in the circumstances
because he has met the standard of conduct set forth in Section 79-4-8.51.

(b) The determination shall be made:

(1) By the board of directors by majority vote of a
quorum consisting of directors not at the time parties to the
proceeding;

(2) If a quorum cannot be obtained under subdivision (1),
by majority vote of a committee duly designated by the board of
directors (in which designation directors who are parties may
participate), consisting solely of two (2) or more directors not at
the time parties to the proceeding;

(3) By special legal counsel:

(i) Selected by the board of directors or its
committee in the manner prescribed in subdivision (1) or (2);
or

(ii) If a quorum of the board of directors cannot
be obtained under subdivision (1) and a committee cannot be

II-4
<PAGE> 74
designated under subdivision (2), selected by a majority vote
of the full board of directors (in which selection directors
who are parties may participate); or

(4) By the shareholders, but shares owned by or voted
under the control of directors who are at the time parties to the
proceeding may not be voted on the determination.

(c) Authorization of indemnification and evaluation as to
reasonableness of expenses shall be made in the same manner as the
determination that indemnification is permissible, except that if the
determination is made by special legal counsel, authorization of
indemnification and evaluation as to reasonableness of expenses shall be made
by those entitled under subsection (b)(3) to select counsel.

SECTION 79-4-8.56. INDEMNIFICATION OF OFFICERS, EMPLOYEES AND AGENTS.

Unless a corporation's articles of incorporation provide otherwise:

(1) An officer of the corporation who is not a director is
entitled to mandatory indemnification under Section 79-4-8.52, and is entitled
to apply for court-ordered indemnification under Section 79-4-8.54, in each
case to the same extent as a director;

(2) The corporation may indemnify and advance expenses under this
subarticle to an officer, employee or agent of the corporation who is not a
director to the same extent as to a director; and

(3) A corporation may also indemnify and advance expenses to an
officer, employee or agent who is not a director to the extent, consistent with
public policy, that may be provided by its articles of incorporation, bylaws,
general or specific action of its board of directors or contract.

SECTION 79-4-8.57. INSURANCE.

A corporation may purchase and maintain insurance on behalf of an
individual who is or was a director, officer, employee or agent of the
corporation, or who, while a director, officer, employee or agent of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee or agent of another foreign or domestic
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise, against liability asserted against or incurred by him in that
capacity or arising from his status as a director, officer, employee or agent,
whether or not the corporation would have power to indemnify him against the
same liability under Section 79-4-8.51 or 79-4-8.52.

II-5
<PAGE> 75
SECTION 79-4-8.58. APPLICATION OF ARTICLE.

(a) Unless the articles of incorporation or bylaws provide
otherwise, any authorization of indemnification in the articles of
incorporation or bylaws shall not be deemed to prevent the corporation from
providing the indemnification permitted or mandated by this subarticle.

(b) Any corporation shall have power to make any further
indemnity, including advance of expenses, to and to enter contracts of
indemnity with any director, officer, employee or agent that may be authorized
by the articles of incorporation or any bylaw made by the shareholders or any
resolution adopted, before or after the event, by the shareholders, except an
indemnity against his gross negligence or willful misconduct. Unless the
articles of incorporation, or any such bylaws or resolution provide otherwise,
any determination as to any further indemnity shall be made in accordance with
subsection (b) of Section 79-4-8.55. Each such indemnity may continue as to a
person who has ceased to have the capacity referred to above and may inure to
the benefit of the heirs, executors and administrators of such person.

(c) This subarticle does not limit a corporation's power to pay or
reimburse expenses incurred by a director in connection with his appearance as
a witness in a proceeding at a time when he has not been made a named defendant
or respondent to the proceeding.

ITEM 21.(a) EXHIBITS

<TABLE>
<CAPTION>
Exhibit
- --------
No. Description
- --- -----------
<S> <C> <C>
2. Merger Agreement Exhibit 2

3. Articles of Incorporation
of Trustmark Corporation (1)

3.1 Amended Bylaws of Trustmark Exhibit 3.1

5. Proposed Opinion of Brunini, Grantham,
Grower & Hewes Exhibit 5

8. Proposed Tax Opinion of Brunini, Grantham,
Grower & Hewes Exhibit 8

10. Material Contracts (1)

13. Annual Report to security holders (1)

13.2 Quarterly report to security holders (1)
</TABLE>

II-6
<PAGE> 76
<TABLE>
<S> <C> <C>
16. Letter re change in certifying
--
accountant (1)

22. Subsidiaries of the registrant (1)

23.1 Consent of Arthur Andersen & Co. Exhibit 23.1

23.2 Consent of Deloitte & Touche Exhibit 23.2

23.3 Consent of Brunini, Grantham,
Grower & Hewes Exhibit 23.3

23.4 Consent of Alex Sheshunoff & Co. Exhibit 23.4

99.1 Form of Notice of Special Meeting
and Proxy to be used in
connection with Special
Meeting of Shareholders of FNFC Exhibit 99.1

99.2 Form of Notice of Special Meeting
to be used in connection with
Special Meeting of Shareholders of
Trustmark National Bank Exhibit 99.2

99.3 Annual Report on Form 10-K of First
National Financial Corporation for period
ended December 31, 1993 (1)

99.4 Quarterly Report on Form 10-Q of First
National Financial Corporation for period
ended March 31, 1994 (1)
</TABLE>

(1) Included in documents incorporated by reference.

ITEM 22(c). EXHIBIT B TO PROXY STATEMENT-PROSPECTUS

ITEM 22. UNDERTAKINGS

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the registrant's bylaws, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent,

II-7
<PAGE> 77
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes to respond to requests
for information that is incorporated by reference into the Proxy Statement
pursuant to Items 4, 10(b), 11 or 13 of the Form S-4, within one business day
of receipt of such request, and to send the incorporated documents by first
class mail or equally prompt means. This includes information contained in
documents filed subsequent to the effective date of the Registration Statement
through the date of responding to the request.

The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it becomes effective.

II-8
<PAGE> 78
Pursuant to the requirements of the Securities Act, the registrant has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Jackson, State of
Mississippi on May 27, 1994.

TRUSTMARK CORPORATION

BY:/s/ FRANK R. DAY
Frank R. Day, Its Chairman of the
Board and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.

/s/ DAVID R. CARTER 5/27/94
___________________________________ _________________________
David R. Carter, Principal Financial Date
and Accounting Officer of Trustmark
Corporation

/s/ FRANK R. DAY 5/27/94
___________________________________ _________________________
Frank R. Day, Director Date

/s/ J. KELLY ALLGOOD 5/27/94
___________________________________ _________________________
J. Kelly Allgood, Director Date

/s/ REUBEN V. ANDERSON 5/27/94
___________________________________ _________________________
Reuben V. Anderson, Director Date

/s/ JOHN L. BLACK, JR. 5/27/94
___________________________________ _________________________
John L. Black, Jr., Director Date

___________________________________ _________________________
Harry H. Bush, Director Date

___________________________________ _________________________
Robert P. Cooke, III, Director Date

/s/ D. G. FOUNTAIN, JR. 5/27/94
___________________________________ _________________________
D. G. Fountain, Jr., Director Date

/s/ C. GERALD GARNETT 5/27/94
___________________________________ _________________________
C. Gerald Garnett, Director Date

/s/ W. F. GOODMAN, JR. 5/27/94
___________________________________ _________________________
William F. Goodman, Jr., Director Date

/s/ MATTHEW L. HOLLEMAN, III. 5/27/94
___________________________________ _________________________
Matthew L. Holleman, III, Director Date

II-9

<PAGE> 79
___________________________________ _________________________
Fred A. Jones, Director Date

/s/ T. H. KENDALL, III 5/27/94
___________________________________ _________________________
T. H. Kendall, III, Director Date

___________________________________ _________________________
Robert V. Massengill, Director Date

/s/ DONALD E. MEINERS 5/27/94
___________________________________ _________________________
Donald E. Meiners, Director Date

/s/ WILLIAM NEVILLE, III 5/27/94
___________________________________ _________________________
William Neville, III, Director Date

/s/ GUS A. PRIMOS 5/27/94
___________________________________ _________________________
Gus A. Primos, Director Date

/s/ BEN PUCKETT 5/27/94
___________________________________ _________________________
Ben Puckett, Director Date

___________________________________ _________________________
Clyda S. Rent, Director Date

___________________________________ _________________________
William Thomas Shows, Director Date

/s/ HARRY M. WALKER 5/27/94
___________________________________ _________________________
Harry M. Walker, Director Date

___________________________________ _________________________
Paul H. Watson, Jr., Director Date

___________________________________ _________________________
Allen Wood, Jr., Director Date

II-10

<PAGE> 80
INDEX TO EXHIBITS

<TABLE>
<CAPTION>
Exhibit
- --------
No. Description
- --- -----------
<S> <C>
2. Merger Agreement

3. Articles of Incorporation
of Trustmark Corporation

3.1 Amended Bylaws of Trustmark

5. Proposed Opinion of Brunini, Grantham,
Grower & Hewes

8. Proposed Tax Opinion of Brunini, Grantham,
Grower & Hewes

10. Material Contracts

13. Annual Report to security holders

13.2 Quarterly report to security holders

16. Letter re change in certifying
--
accountant

22. Subsidiaries of the registrant

23.1 Consent of Arthur Andersen & Co.

23.2 Consent of Deloitte & Touche

23.3 Consent of Brunini, Grantham,
Grower & Hewes

23.4 Consent of Alex Sheshunoff & Co.

99.1 Form of Notice of Special Meeting
and Proxy to be used in
connection with Special
Meeting of Shareholders of FNFC

99.2 Form of Notice of Special Meeting
to be used in connection with
Special Meeting of Shareholders of
Trustmark National Bank

99.3 Annual Report on Form 10-K of First
National Financial Corporation for period
ended December 31, 1993

99.4 Quarterly Report on Form 10-Q of First
National Financial Corporation for period
ended March 31, 1994
</TABLE>

<PAGE> 1
EXHIBIT 2

MERGER AGREEMENT

This Merger Agreement ("Agreement") is executed this the ____ day of
_________________, 1994, by and among TRUSTMARK CORPORATION, a Mississippi
corporation ("Trustmark"), TRUSTMARK NATIONAL BANK, a national banking
association ("Trustmark Bank") (Trustmark and Trustmark Bank hereinafter
sometimes collectively referred to as "Buyers") and FIRST NATIONAL FINANCIAL
CORPORATION, a Mississippi corporation ("Company"), and FIRST NATIONAL BANK OF
VICKSBURG, a national banking association ("FNB") (Company and FNB hereinafter
sometimes collectively referred to as "Sellers").
The parties desire to merge the Company with and into Trustmark, with
Trustmark as the surviving corporation, and to consolidate FNB with Trustmark
Bank, with Trustmark Bank as the surviving corporation.
NOW, THEREFORE, for the considerations and mutual covenants and
conditions contained in this Agreement, Buyers and Sellers do hereby agree as
follows:
1. THE MERGERS.
Pursuant to this Agreement and the Plan and Agreement of
Merger attached as Exhibit "A", Company shall be merged with and into Trustmark
(the "Holding Company Merger"). As a result of the Holding Company Merger,
the 1,386,023 issued and outstanding shares of common stock of the Company
shall, subject to the adjustments provided for in Section 10.5 of this
Agreement, be converted into 3,600,000 newly issued shares of the common stock
of Trustmark and a cash payment from Buyers of $1,100,000 in cash (the "Cash
Payment").
As a consequence of the Holding Company Merger, all assets of
Company as they exist at the Effective Time of the Holding Company Merger (as
described in Section 10), shall pass to and vest in Trustmark without any
conveyance or other transfer, and
<PAGE> 2
Trustmark shall be responsible for all the liabilities of every kind and
description of Company as of the Effective Time of the Holding Company Merger.
Immediately following the Holding Company Merger, FNB shall
be consolidated with and into Trustmark Bank under the charter of Trustmark
Bank (the "Bank Consolidation") (and, together with the Holding Company Merger
the "Mergers") pursuant to the Plan and Agreement of Consolidation attached as
Exhibit "B" hereto. As a result of the Bank Consolidation, each of the 585,814
issued and outstanding shares of the common stock of FNB shall be converted
into a number of newly issued and outstanding shares of the common stock of
Trustmark Bank to be determined by Trustmark Bank and delivered to Trustmark.
As a consequence of the Bank Consolidation, all assets of FNB,
as they exist at the Effective Time of the Bank Consolidation (as described in
Section 10), shall pass to and vest in Trustmark Bank without any conveyance or
other transfer, and Trustmark Bank shall be responsible for all of the
liabilities of every kind and description of FNB as of the Effective Time of
the Bank Consolidation.
In connection with the Bank Consolidation, each of the 10,578
issued and outstanding shares of the common stock of Trustmark Bank which are
not owned by Trustmark shall be converted into 13 shares of the common stock of
Trustmark.

2. CAPITALIZATION OF BUYERS.
The authorized capital stock of Trustmark consists of
40,000,000 shares of common stock, no par value, of which 31,172,907 shares are
presently issued and outstanding.
The authorized capital stock of Trustmark Bank consists of
2,483,596 shares of common stock, $5.00 par value, of which 2,483,596 shares
are presently issued and outstanding.

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<PAGE> 3
3. REPRESENTATIONS AND WARRANTIES OF SELLERS.
Sellers, jointly and severally, make the following
representations and warranties, each of which is being relied upon by Buyers,
which representations and warranties shall, individually and in the aggregate,
be true in all material respects upon the date of this Agreement and on the
Closing Date, (except that all representations and warranties made as of a
specific date shall be true and correct as of such date).
3.1 Organization. Company is a Mississippi corporation,
duly organized, validly existing and in good standing under the laws of the
State of Mississippi and has all requisite corporate power and authority to
carry on its business as now being conducted and to own and lease its
properties. The business activities of the Company do not require it to be
qualified to do business in any other state.
FNB is a national banking association, duly
organized, validly existing and in good standing under the laws of the United
States and has all requisite corporate power and authority to carry on its
business as now being conducted and to own and lease its properties.
3.2 Authority. This Agreement has been duly and validly
approved by the Boards of Directors of Company and FNB. Upon approval by the
shareholders of Company and FNB and upon obtaining the approval of all
governmental and regulatory agencies or authorities whose approval is required
(and such approvals are no longer subject to judicial or administrative review,
and all waiting periods required by law have expired):
(a) This Agreement will be a valid and binding
obligation of Sellers, enforceable in accordance with its terms, and
(b) Consummation of the transactions contemplated
by this Agreement will not: (1) result in a breach of or default

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<PAGE> 4
under any material agreement to which either of the Sellers is a party, (2)
conflict with or result in the breach of any law, rule or regulation, or any
writ, injunction or decree of any court or governmental agency, or (3) conflict
with, or result in the breach of, the charter or bylaws of Company or FNB.
3.3 Capitalization. The authorized capital stock of
Company consists of 2,000,000 shares of common stock, $4.00 par value, of which
1,386,023 shares are issued and outstanding.
The authorized capital stock of FNB consists of
585,814 shares of common stock, $4.00 par value, of which 585,814 shares are
issued and outstanding and all of which are owned by Company.
Each share of Company and FNB stock outstanding as of
the date hereof is duly authorized, validly issued, fully paid and non
assessable and free of preemptive rights. Neither Company nor FNB has
outstanding any other equity securities or any subscriptions, options,
warrants, rights, calls or other commitments to issue any securities or to
convert any presently outstanding equity securities into securities of a
different kind or class. Except for Company's promissory note in the
approximate principal balance of $1.260 million issued to Deville 1991 Limited
Partnership, neither Company nor FNB have any other debt securities
outstanding.
3.4 Financial Statements. Sellers have delivered to
Buyers the audited financial statements of Company and its consolidated
subsidiary for the years ended December 31, 1991, December 31, 1992 and
December 31, 1993. As promptly as the same are available, Sellers shall
deliver to Buyers copies of all quarterly and annual financial statements of
Company and the quarterly call reports of FNB filed subsequent to the date
hereof and prior to the Closing Date. The financial statements delivered
pursuant to this Section 3.4 (subject to audit adjustments to any

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<PAGE> 5
unaudited financial statements) do and will fairly present the financial
conditions of Company and FNB, as the case may be, as of the dates thereof and
have been or will be prepared in conformity with generally accepted accounting
principles, consistently applied, for the periods involved. The call reports
delivered pursuant to this Section 3.4 do and will fairly, as of the date
thereof, present the financial information required to be shown therein.
Management believes in its best judgement that the $2,363,749 reserve for loan
losses reflected in the audited financial statements for the period ending
December 31, 1993 adequately provides for the anticipated loan losses of FNB as
of such date.
3.5 Absence of Undisclosed Liabilities. Neither
Company nor FNB have any known liabilities of any nature whatsoever, whether
absolute, accrued, contingent or otherwise, due or to become due, as principal
or guarantor, not recorded or disclosed in the audited financial statements for
the period ending December 31, 1993, or otherwise disclosed in this Agreement
or the documents, statements, lists, and exhibits referred to herein and
delivered pursuant to and prior to completion of the due diligence examination
set forth in Section 5.10 which could have a material adverse effect on the
financial condition, properties or prospects of Company and FNB, taken as a
whole.
3.6 Compliance with Laws. Except as set forth in the
exception letter delivered concurrently with the execution of this agreement to
Trustmark, neither Company nor FNB has, in their best judgment, any uncorrected
deficiencies noted in any examination report by federal or state regulatory
authorities or is in violation of any material federal, state or local law,
rule, ordinance or regulation.
3.7 Assets Employed. Except for the minerals described
in Section 5.3 hereto, all of Company and FNB's significant

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<PAGE> 6
tangible assets are reflected in the financial statements delivered pursuant to
Section 3.4 hereof, and such assets constitute all of the significant tangible
assets used or employed in the business and operations of Company and FNB as
currently conducted. Company and FNB have good marketable title to all of
their significant tangible assets free of significant liens, encumbrances and
claims, except as required by law for the deposit of public funds and to secure
repos. Leases covering material tangible assets in which Company or FNB have a
leasehold interest only are valid and enforceable in accordance with their
terms and the Mergers will not result in a default thereunder.
3.8 Contracts and Commitments. As of the date of this
Agreement, Sellers have supplied Buyers with copies of all contracts, leases,
licenses and all pension or profit sharing agreements ("Plans") and other
agreements to which Company or FNB is a party or is bound, such agreements
being listed in Exhibit "C" hereto. There have been no material breaches or
defaults under any of the provisions of any such contracts, leases, licenses or
Plans that have not been cured, waived or released. No prohibited transaction
(as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue
Code (the "Code"), accumulated funding deficiency (as defined in Section 412
of the Code) or reportable event (as defined in Section 4043 of ERISA) that is
required to be reported to the Pension Benefit Guaranty Corporation has
occurred with respect to any Plan. The present value of all benefits vested
under all Plans does not exceed the value of the assets of such Plans allocable
to such vested benefits.
3.9 Litigation. Except, or as disclosed in the reports
referred to in Section 3.12 or as set forth in Exhibit D-1 ("Pending
Litigation"), neither Company or FNB, nor to the knowledge of the Company or
FNB any of their respective officers or directors is (i) a party to any
action, suit, or proceeding or

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<PAGE> 7
(ii) subject to any pending or threatened administrative, judicial or other
action, suit, proceeding, inquiry or investigation, nor is there any basis
known to the Company or FNB therefor in which in the case of either clause (i)
or (ii) above an unfavorable decision, ruling or finding could have a material
adverse effect on the financial condition or operations of Company and FNB
taken as a whole or on the consummation of the transactions contemplated by
this Agreement.
3.10 Brokers. Finders or Advisers. Neither Company nor
FNB has employed or incurred any liability to any broker, finder or adviser in
connection with the transactions contemplated by this Agreement.
3.11 Taxes. Company and FNB have filed all federal,
state, county, municipal and other tax returns and all other material reports
which are required to be filed in respect of all such taxes and, to the extent
their liabilities for taxes have not been fully discharged, adequate reserves
have been established in the financial statements therefor in accordance with
generally accepted accounting principles. The federal income tax returns of
Company and FNB have been audited by the Internal Revenue Service through the
year ending December 31, 1988. Neither Company nor FNB is in default in the
payment of any taxes due or payable or of any assessments of any kind, and
neither has received any notice of assessment or proposed assessment of any tax.
3.12 Exchange Act Filings. Since January 1, 1991, Company
has filed with or furnished to the Securities and Exchange Commission, as
applicable, all annual and quarterly reports, all proxy statements and all
annual reports to stockholders required by the Securities Exchange Act of
1934, as amended (the "Exchange Act") to be so filed or furnished. Such
reports and proxy statements are true and correct in all material respects and
do not omit to state a material fact required to be stated therein or

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<PAGE> 8
necessary to make the statement contained therein, in light of the
circumstances under which they were made, not misleading. The financial
statements and schedules included in such reports and proxy statements,
together with the notes thereto, represent fairly, in all material respects,
the financial position of Company and its consolidated subsidiaries, as of
their respective dates and the results of operations and changes in financial
position for the periods indicated therein (subject to normal year-end
adjustments in the case of the quarterly financial statements), in each case
in conformity with generally accepted accounting principles, consistently
applied (except as may be indicated in the notes thereto).
3.13 Insurance. True and correct copies of all insurance
policies presently in force covering Company, FNB and their officers,
directors, employees and property have been provided to Buyers, such policies
being described in Exhibit "E" hereto.
3.14 Subsidiaries. FNB is a subsidiary of Company.
First Finance Company, a Mississippi Corporation, which is inactive and has
never transacted any business is a subsidiary of Company. Company owns a 70
percent limited partner interest in Deville 1991 Limited Partnership, a
Mississippi limited partnership. Company has no other subsidiaries. FNB owns
a 30 percent limited partner interest in Deville 1991 Limited Partnership, a
Mississippi limited partnership. FNB has no other subsidiaries.
3.15 Other Regulatory Filings. Sellers have delivered to
Buyers true and correct copies of all reports filed by Company or FNB with the
Board of Governors of the Federal Reserve System, the Comptroller of the
Currency and all other state and federal financial regulatory agencies since
January 1, 1991, such reports being described in Exhibit "F" hereto. Each of
such reports is true and correct in all material respects.

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<PAGE> 9
3.16 Full Disclosure. This Agreement and all information
provided to Buyers in writing pursuant to this Agreement do not contain any
untrue statements of material fact and Sellers have not omitted to disclose to
Buyer any material fact known to Sellers concerning the financial condition,
properties or prospects of Company or FNB.
3.17 Disclosure Documents. With respect to information
supplied or to be supplied by Sellers for inclusion in the proxy statement
relating to the meeting of Company's stockholders for the approval of the
Holding Company Merger (the "Proxy Statement") and the registration statement
on Form S-4 (or other appropriate registration form) to be filed with the
Securities and Exchange Commission by Trustmark for the registration of the
shares of Trustmark common stock to be offered and sold in the Holding Company
Merger (the "Registration Statement"), (i) the Proxy Statement, at the time of
the mailing thereof to stockholders of Company and at the time of the meeting
of Company's stockholders will not contain any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements therein, in light of the
circumstances under which they are made, not misleading and (ii) the
Registration Statement, at the time it becomes effective under the Securities
Act, will not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the
statements therein not misleading.

4. REPRESENTATIONS AND WARRANTIES OF BUYERS.
In order to induce Sellers to enter into this Agreement and to
consummate the transactions contemplated herein, Buyers jointly and severally,
make the following representations and warranties to Sellers, each of which is
being relied on by Sellers,

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<PAGE> 10
which representations and warranties shall, individually and in the aggregate,
be true in all material respects upon the date of this Agreement and on the
Closing Date, (except that all representations and warranties made as of a
specific date shall be true and correct as of such date).
4.1 Organization. Power and Authorization. Trustmark is
a Mississippi corporation, duly organized, validly existing and in good
standing under the laws of the state of Mississippi and has all requisite
corporate power and authority to carry on its business as it is now being
conducted and to own and lease its properties. The business activities of
Trustmark do not require it to be qualified to do business in any other state.
The execution and performance of this Agreement and the Holding Company Merger
and Bank Consolidation have been duly authorized by the Board of Directors of
Trustmark and upon obtaining the approval of all governmental and regulatory
agencies or authorities whose approval is required as identified in Section
4.11 (and such approvals are no longer subject to judicial or administrative
review, and all waiting periods required by law have expired), this Agreement
will be a valid, binding obligation of Trustmark, enforceable in accordance
with its terms.
Trustmark Bank is a national banking association duly
organized, validly existing and in good standing under the laws of the United
States and has all requisite corporate power and authority to carry on its
business as it is now being conducted and to own and lease its properties. The
business activities of Trustmark Bank do not require it to be qualified to do
business in any other state. The execution and performance of this Agreement
and the Bank Consolidation have been duly authorized by the Board of Directors
of Trustmark Bank and upon obtaining the approval of all governmental and
regulatory agencies or authorities whose approval is required as identified in
Section 4.11 (and such

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<PAGE> 11
approvals are no longer subject to judicial or administrative review, and all
waiting periods required by law have expired), this Agreement will be a valid,
binding obligation of Trustmark Bank, enforceable in accordance with its terms.
4.2 Absence of Conflict. The execution and delivery of
this agreement and the performance and compliance with the terms hereof by
Buyers will not: (1) conflict with, or result in the breach of, the charter or
bylaws of any of the Buyers, (2) result in a breach of or default under any
agreement which any of the Buyers is presently a party, or (3) conflict with
or result in a violation or breach of any law, rule or regulation, or any
writ, injunction or decree of any court or governmental agency.
4.3 Capitalization. The capitalization of Buyers is as
set out in Section 2 hereof. Each share of Trustmark and Trustmark Bank stock
outstanding as of the date hereof is duly authorized, validly issued, fully
paid and non assessable and free of preemptive rights. Neither Trustmark nor
Trustmark Bank presently has outstanding any other securities or any options,
warrants, rights, calls or other commitments to issue any securities or to
convert any presently outstanding securities into securities of a different
kind or class. Sellers and Buyers understand and agree that Trustmark Bank
intends to authorize and issue additional shares of its common stock to
Trustmark as a result of the transactions contemplated by this Agreement, and
Trustmark may issue additional shares of its common stock or other securities
at any time for the purpose of making acquisitions or for other business
purposes of Trustmark. Provided, Trustmark agrees that it will not issue any
additional shares of its common stock without first notifying Sellers of the
business purpose and providing Sellers with all appropriate disclosures
required by law.
4.4 Financial Statements. Buyers have delivered to
Sellers the audited financial statements of Trustmark and its

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<PAGE> 12
consolidated subsidiaries for the years ended December 31, 1991, December 31,
1992 and December 31, 1993, and the unaudited financial statements for
the quarter ended March 31, 1994. As promptly as same are available, Buyers
shall deliver to Sellers a copy of any subsequent quarterly and annual
financial statements of Trustmark and consolidated subsidiaries issued, and
quarterly call reports of Trustmark Bank filed with the appropriate bank
regulatory agencies. The financial statements delivered pursuant to this
Section 4.4 (subject to audit adjustments to any unaudited financial
statements) do and will fairly present the financial condition of Trustmark and
consolidated subsidiaries and have been or will be prepared in conformity with
generally accepted accounting principles, consistently applied, for the
periods involved. The call reports delivered pursuant to this Section 4.4
are and will be complete and correct in all material respects and fairly
present or will present the financial information required to be shown therein.
4.5 Absence of Undisclosed Liabilities. Neither
Trustmark nor Trustmark Bank has any known liabilities or obligations of any
nature whatsoever, whether absolute, accrued, contingent or otherwise, due or
to become due, as principal or guarantor, not recorded or disclosed in the
unaudited financial statements for the period ending March 31, 1994, or
otherwise disclosed in this Agreement or the documents, statements, lists and
schedules referred to herein and delivered on the date hereof which could have
a material adverse effect on the financial condition, properties or prospects
of Trustmark or Trustmark Bank.
4.6 Assets Employed. All of Trustmark and Trustmark
Bank's significant tangible assets are reflected in the financial statements
delivered pursuant to Section 4.4 thereof in accordance with generally accepted
accounting principles, and such assets constitute all of the significant
tangible assets necessary to or

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<PAGE> 13
used or employed in the business and operations of Trustmark and Trustmark Bank
as currently conducted. Trustmark and Trustmark Bank have good, marketable
title to all of their significant tangible assets free of all significant
liens, encumbrances and claims, except as required by law for deposit of public
funds. Leases covering material tangible assets in which Trustmark or
Trustmark Bank have a leasehold interest only are valid and enforceable in
accordance with their terms and the Mergers will not result in a default
thereunder.
4.7 Taxes. The amounts provided for taxes on the
audited financial statements for the period ending December 31, 1993, are
sufficient in all material respects for the payment of all accrued and unpaid
federal, state, county and municipal taxes and all levies, licenses, franchise
and registration fees, charges or withholdings of any nature whatsoever of
Trustmark and Trustmark Bank for the period ending on the date of such
financial statements and for all prior periods. Trustmark and Trustmark Bank
have filed all material federal, state, county, municipal and other tax returns
and all other material reports which are required to be filed in respect of all
such taxes and, to the extent that their liabilities for taxes have not been
fully discharged, full and adequate reserves have been established in the
financial statement therefor. Neither Trustmark nor Trustmark Bank is in
default in the payment of any taxes due or payable or of any assessments of any
kind, and neither has received any notice of material assessment or proposed
material assessment of any tax.
4.8 Exchange Act Filings. Trustmark has filed with or
furnished to the Securities and Exchange Commission, as applicable, all
annual, quarterly and other reports, all proxy statements and all annual
reports to stockholders required by the Exchange Act to be so filed or
furnished. Such reports and proxy statements are true and correct in all
material respects and do not omit to state

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<PAGE> 14
a material fact required to be stated therein or necessary to make the
statement contained therein, in light of the circumstances under which they
were made, not misleading. The financial statements and schedules included in
such reports and proxy statements, together with the notes thereto, represent
fairly, in all material respects, the financial position of Trustmark and its
consolidated subsidiaries, as of their respective dates and the results of
operations and changes in financial position for the periods indicated therein,
in each case in conformity with generally accepted accounting principles,
consistently applied.
4.9 Full Disclosure. To the best of Buyers' knowledge,
this Agreement, including all information provided to Sellers pursuant to this
Agreement, does not contain any untrue statement of material fact and Buyers
have not omitted to disclose to Sellers any material fact concerning the
financial condition, properties or prospects of Trustmark or Trustmark Bank.
4.10 Brokers, Finders or Advisers. None of the Buyers
has employed, or incurred any liability to, any broker, finder or adviser in
connection with the transactions contemplated by this Agreement.
4.11 Governmental and Judicial Consents and Approvals.
The execution, delivery and performance by Buyers of this Agreement, and the
consummation of the transactions contemplated by this Agreement, require no
action by or in respect of, or filing with, any governmental or judicial body,
agency, official or authority other than:
(a) the filing of Articles of Merger in accordance with
Mississippi Law;
(b) compliance with the applicable requirements, if any,
of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended;

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<PAGE> 15
(c) compliance with the applicable requirements of the
Exchange Act and the rules and regulations promulgated thereunder;
(d) compliance with the applicable requirements of the
Securities Act of 1933, as amended (the "Securities Act"), and the rules and
regulations promulgated thereunder;
(e) compliance with applicable foreign or state
securities or "blue sky" laws;
(f) compliance with the applicable requirements of the
Bank Holding Company Act of 1956 and the National Bank Act, both as amended;
and
(g) such other filings or registrations with, or
authorizations, consents or approvals of, governmental bodies, agencies,
officials or authorities, the failure of which to make or obtain would not
materially and adversely affect the ability of Buyers to consummate the Merger.
4.12 Litigation. Except as disclosed in the reports
referred to in Section 4.8 or as set forth in Exhibit D-2, none of Buyers is a
party to any action, suit or proceeding, or is subject to any pending or
threatened administrative, judicial or other action, suit, proceeding, inquiry
or investigation, in which an unfavorable decision, ruling or finding could
have a material adverse effect on the financial condition or operations of
Trustmark and its consolidated subsidiaries taken as a whole or on the
consummation of the transactions contemplated by this Agreement, and to the
knowledge of Buyers there is no basis for any such action, suit, proceeding,
inquiry or investigation.
4.13 Disclosure Documents. With respect to information
supplied or to be supplied by Buyers for inclusion in the proxy statement
relating to the meeting of Company's stockholders for the approval of the
Holding Company Merger (the "Proxy Statement") and the registration statement
on Form S-4 (or other appropriate registration form) to be filed with the
Securities and Exchange

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<PAGE> 16
Commission by Trustmark for the registration of the shares of Trustmark common
stock to be offered and sold in the Holding Company Merger (the "Registration
Statement"), (i) the Proxy Statement, at the time of the mailing thereof to
stockholders of Company and at the time of the meeting of Company's
stockholders to be held in connection with the Holding Company Merger, will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made, not
misleading and (ii) the Registration Statement, at the time it becomes
effective under the Securities Act, will not contain any untrue statement of a
material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading. The Registration
Statement will comply as to form in all material respects with the provisions
of the Securities Act and Exchange Act, respectively, and the rules and
regulations thereunder.
4.14 Absence of Certain Changes. Since December 31,
1993, Trustmark and its subsidiaries have in all material respects conducted
their businesses in the ordinary course and there has not been:
(a) any material adverse change with respect to the
business, financial condition or prospects of Trustmark and its subsidiaries;
(b) except for regular dividends declared in the ordinary
course of business, any declaration, setting aside or payments of any dividend
or other distribution in respect of any shares of capital stock or Trustmark,
or any repurchase, redemption or other acquisition by Trustmark of any
outstanding shares of capital stock;
(c) any amendment of any material term of any outstanding
Trustmark capital stock;

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<PAGE> 17
(d) any material damage, destruction or other casualty
loss (whether or not covered by insurance) affecting the business or assets of
Trustmark or any of its subsidiaries; or
(e) any material change in any method of accounting or
accounting practice by Trustmark or any of its subsidiaries, except for any
such change that is required by reason of a concurrent change in generally
accepted accounting principles.

5. SPECIAL AGREEMENTS.
5.1 Dividends. Notwithstanding any provision of this
Agreement to the contrary, Company is permitted to declare and pay regular cash
dividends in an amount not to exceed twenty cents ($.20) per share for each
calendar quarter ending prior to the Closing Date.
5.2 Employment. Trustmark Bank intends to continue the
employment of the employees of FNB after the Closing Date. However, as
employees of Trustmark Bank, such persons are subject to salary review,
reassignment and termination in the same manner as other employees of Trustmark
Bank.
5.3 (Omitted intentionally.)

5.4 Confidentiality. Buyers and Sellers represent and
agree that any confidential information received concerning the other in
connection with the transactions contemplated by this Agreement shall be
maintained as confidential, and in the event the Closing does not occur, Buyers
and Sellers agree, to return upon request, all materials concerning the other
to the party from which obtained.
5.5 Payment of Expenses. Except as provided in Section
5.10 and Section 10.7, each party shall bear their own expenses incurred in
connection with the negotiation and consummation of the transactions
contemplated by this Agreement.

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5.6 Covenant Not to Compete. The Directors of Company
and FNB each agree that for a period of two years from the Closing Date, they
will not become directly, indirectly or beneficially an employee, five percent
or more stockholder or director of any bank, savings bank, savings
association, trust company, financial institution or other similar business
enterprise which competes with Trustmark Bank (as successor to FNB) within
Warren County, Mississippi. The Directors of Company and FNB further agree not
to initiate any action to induce any employee of Trustmark Bank (as successor
to FNB) to leave Trustmark Bank's employment or directly or indirectly assist
any other person or entity in requesting or inducing any such other employee of
Trustmark Bank to leave such employment for a period of two years from the
Closing Date.
5.7 Employee Benefit Plans. Following the Closing Date,
the employees of FNB will be entitled to the same employee benefits as are
presently being provided to employees of Trustmark Bank.
5.8 Recommendation of Directors: Voting of Shares. The
Board of Directors of Company hereby agrees to recommend that the shareholders
of Company approve the Holding Company Merger. Each of the Directors of the
Company agree to vote his Company shares in favor of the Holding Company
Merger.
5.9 Public Announcements. The parties will consult with
each other as to the timing, form, and content of all public announcements
regarding any aspect of this Agreement or the Mergers, provided that no party
hereto shall be prohibited from making any press release or other public
statement which its legal counsel deems necessary.
5.10 Due Diligence. Buyers shall promptly conduct their
due diligence examination of the books, records, assets, and liabilities of
Sellers, which shall be completed no later than June 15, 1994. If such inquiry
or examination should reveal any

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<PAGE> 19
previously unknown financial information which Buyers in their sole discretion
deem to be adverse, then Buyers may promptly so notify Sellers of such finding
and may exercise their right of termination set forth in Section 11(d) of this
Agreement. In the event Buyers exercise their right of termination under and
in accordance with this Section 5.10, Buyers shall reimburse and pay to Sellers
all of Sellers reasonable expenses including but not limited to attorney's fees
which Sellers shall have incurred under this Agreement and in pursuance of the
transactions covered by this Agreement.
5.11 Credit Extensions. Sellers agree to notify and
consult with Buyers before making, advancing, extending or renewing any
significant loans or credits before the Closing Date.
5.12 Indemnification. Buyers agree to indemnify, defend
and hold harmless Sellers for all losses, costs, claims, damages and expenses,
including but not limited to attorney's fees, arising out of any claim or cause
of action asserted by a minority shareholder of Trustmark Bank in connection
with the Bank Consolidation.

6. COVENANTS OF SELLERS PENDING CLOSING.
6.1 Shareholder's Meeting. As promptly as practical
after the effective date of the Registration Statement for the Trustmark shares
to be issued in connection with the Holding Company Merger, the Company shall
cause to be convened a special meeting of its shareholders for the purpose of
approving the Holding Company Merger. Such meeting shall be properly called
and held in accordance with applicable law and the articles of incorporation
and bylaws of the Company.
As promptly as practical after the execution of this
Agreement, Sellers shall cause to be called and held a meeting of the
shareholder of FNB for the purpose of approving the Bank

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<PAGE> 20
Consolidation. Such meeting shall be properly called and held in accordance
with the requirements of law and the charter of association and bylaws of FNB.
6.2 Documents of Title. Sellers agree to allow Buyers to
examine all documents relating to any real or personal property owned by
Sellers.
6.3 Access to Properties and Records. Sellers will
provide Buyers and their authorized representatives full access during normal
business hours and under reasonable circumstances to any and all of their
premises, properties, contracts, commitments, books, records and other
information and will cause their officers to furnish any and all financial,
technical and operating data and other information pertaining to their
businesses as Buyers shall from time to time reasonably request.
6.4 Solicitation of Further Offers. From the date
hereof until the termination of this Agreement, Sellers and their Boards of
Directors will not, directly or indirectly, take any action to solicit,
initiate or encourage the making of any Acquisition Proposal (as hereinafter
defined); nor will they enter into any negotiations concerning, furnish any
nonpublic information relating to Sellers in connection with, or agree to any
acquisition proposal. The term "Acquisition Proposal" as used herein means any
offer or proposal for, or any indication of interest in, a merger or other
business combination involving Sellers, or either of them, or the acquisition
of a majority of the outstanding shares of Company's or FNB's common stock or a
majority of the assets of Sellers, or either of them, other than the
transactions contemplated by this Agreement.
6.5 Other Affirmative Covenants. Sellers covenant with
Buyers that at all times prior to the Closing Date, Sellers will and will cause
FNB and Company to:

20
<PAGE> 21

(a) Operate their businesses in substantially the
manner in which such businesses are now being operated and use their best
efforts to maintain the goodwill of the depositors, customers and suppliers of
Company and FNB;
(b) Use their best efforts to retain the
services of the officers and employees of Company and FNB; provided, however,
that Sellers shall have the right to terminate the employment of any officer or
employee of either of them in accordance with established procedures;
(c) Maintain their properties in good repair and
working order, reasonable wear and tear excepted;
(d) Duly and timely file all reports, tax returns
and other documents required to be filed with federal, state and local tax and
regulatory authorities;
(e) Unless contesting same in good faith by
appropriate proceedings and having established reasonable reserves therefor,
pay, when required to be paid, all taxes indicated by tax returns as filed or
otherwise levied or assessed upon them or any of their properties and to
withhold or collect and pay to the proper governmental authorities or hold in
separate bank accounts for such payments all taxes and other assessments either
of them is required by law to withhold or collect;
(f) Notify Buyers of any unusual or material
problems or developments with respect to the business of Company or FNB; and
(g) Use their best efforts to bring about the
transactions contemplated by this Agreement.
6.6 Negative Covenants of Sellers. From the date hereof
until the Closing Date, without the prior written consent of Trustmark,
neither Company nor FNB will:
(a) Incur any material obligation except in the
ordinary course of business;

21
<PAGE> 22
(b) Increase the compensation of any director,
and, except for normal increases as a result of regular salary reviews for
officers and employees that will be conducted in January of 1995 if the Mergers
have not been consummated by such date, increase the compensation of any
officer or employee or enter into or amend any contract of employment or enter
into or amend any insurance, profit-sharing, pension, severance pay, bonus,
incentive, deferred compensation or retirement plan or arrangement provided,
Company and FNB shall be permitted to grant reasonable and customary raises to
its non-officer employees in connection with annual employee reviews and
evaluations and in connection with promotions of existing employees;
(c) Amend its articles of incorporation; or
(d) Sell, assign or transfer any of its assets
other than in the ordinary course of business, except for the Mineral Transfer;
(e) Mortgage, pledge or subject to any lien,
charge or encumbrance any of its assets, except in the ordinary course of
business;
(f) Intentionally waive any material right,
contractual or otherwise, or cancel or release any material debts or claims
whether or not in the ordinary course of business;
(g) Intentionally suffer any material uninsured
damage, destruction or loss to its tangible properties;
(h) Declare or pay any dividend or make any other
distribution with respect to its stock, except as otherwise permitted by
Section 5.1;
(i) Make, extend or renew any loan or other
extension of credit to any of its officers, directors, or employees other than
loans made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and that do not involve

22
<PAGE> 23
more than normal risk of collectability or present other unfavorable features;
(j) Issue or sell any of its capital stock, or
any of its debt securities, authorize a stock split or dividend, or otherwise
affect its capital structure;
(k) Fail to comply with any representation,
warranty or covenant contained herein; or
(l) Enter into any agreement to do any of the
foregoing matters.

7. COVENANTS OF BUYERS PENDING CLOSING.
7.1 Corporate Action. As promptly as practical after the
execution of this Agreement, Buyers shall cause the Holding Company Merger and
the Bank Consolidation to be approved by the directors of Trustmark and the
directors and shareholders of Trustmark Bank.
7.2 Other Affirmative Covenants. Buyers covenant with
Sellers that at all times prior to the Closing Date, Buyers will and will cause
Trustmark and Trustmark Bank to:
(a) Operate their businesses in substantially the
manner in which such businesses are now being operated and use their best
efforts to maintain the goodwill of the depositors, customers and suppliers of
Trustmark and Trustmark Bank;
(b) Use their best efforts to retain the
services of the officers and employees of Trustmark and Trustmark Bank;
provided, however, that Buyers shall have the right to terminate the employment
of any officer or employee of either of them in accordance with established
procedures;
(c) Maintain their properties in good repair and
working order, reasonable wear and tear excepted;

23
<PAGE> 24
(d) Duly and timely file all reports, tax returns
and other documents required to be filed with federal, state and local tax and
regulatory authorities;
(e) Unless contesting same in good faith by
appropriate proceedings and having established reasonable reserves therefor,
pay, when required to be paid, all taxes indicated by tax returns as filed or
otherwise levied or assessed upon them or any of their properties and to
withhold or collect and pay to the proper governmental authorities or hold in
separate bank accounts for such payments all taxes and other assessments either
of them is required by law to withhold or collect;
(f) Use their best efforts to bring about the
transactions contemplated by this Agreement; and
(g) Notify Sellers of any unusual or material
problems or developments with respect to the business of either Trustmark or
Trustmark Bank.

8. CONDITIONS PRECEDENT TO BUYER'S OBLIGATION TO CLOSE.
Buyers obligations to consummate the transactions contemplated
by this Agreement are subject to each of the following conditions precedent,
any of which may be waived by Buyers in writing.
8.1 Warranties and Representations at Closing. All
warranties and representations contained in this Agreement by or concerning
Sellers shall be true and correct on the Closing Date in all material respects.
8.2 Governmental Authority Approval. The consummation
of the Holding Company Merger and the Bank Consolidation shall have been
approved by all governmental and regulatory agencies or authorities whose
approval is required, such approvals shall be in full force and effect and no
longer subject

24
<PAGE> 25
to judicial or administrative review and all waiting periods required by law
shall have expired.
8.3 Corporate Approval. The Holding Company Merger and
the Bank Consolidation shall have been authorized by the Boards of Directors
and shareholders of Company and FNB, respectively, in accordance with the
provisions of applicable law and the articles and bylaws of Company and FNB,
and Sellers shall have furnished Buyers with certified copies of resolutions
duly adopted by the Boards of Directors and shareholders, respectively, of
Company and FNB approving this Agreement and authorizing the Holding Company
Merger and the Bank Consolidation.
8.4 Compliance with Undertakings. Each of the acts,
covenants, agreements and undertakings of Sellers to be performed or caused to
be complied with on or before the Closing Date pursuant to the terms hereof
shall have been duly performed and caused to be complied with in all material
respects.
8.5 No Material Adverse Change. There shall have been no
material adverse change in the financial condition, tangible properties or
prospects of Company or FNB since the completion of due diligence under Section
5.10, other than as a result of the transactions contemplated hereby.
8.6 Pooling of Interests. Buyers shall have received the
written opinion of Arthur Andersen and Company to the effect that the
transactions contemplated by this Agreement qualify for pooling of interests
accounting treatment in accordance with Accounting Principals Board Opinion No.
16 and the accounting staff of the SEC shall not have asserted or threatened to
assert a determination to the contrary.
8.7 Federal Income Taxation. Buyers shall have received
a favorable revenue ruling or otherwise be satisfied that the Mergers will
qualify as tax-free reorganizations pursuant to Section 368 of the Code.

25
<PAGE> 26
8.8 Opinion of Counsel. Sellers shall cause to be
delivered to Trustmark Bank the legal opinion of Wheeless, Beanland, Shappley
and Bailess to the effect that:
(a) FNB is duly organized, validly existing and
in good standing as a national banking association under the laws of the United
States. The 585,814 issued and outstanding shares of its common stock are
duly authorized, issued and fully paid. Such stock represents all of the
issued and outstanding securities of FNB.
(b) Company is a duly organized, validly existing
corporation in good standing under the laws of the State of Mississippi. The
1,386,023 issued and outstanding shares of Company's common stock are duly
authorized, issued and fully paid. Such stock represents all of the issued and
outstanding equity securities of Company.
(c) This Agreement is valid, binding and
enforceable against Sellers in accordance with its terms, subject to applicable
bankruptcy, insolvency, moratorium, reorganization or other laws of general
application relating to or affecting the enforcement of creditors' rights
generally.
(d) The Holding Company Merger and the Bank
Consolidation have been duly authorized by all requisite corporate and
shareholder action of Company and FNB.
(e) To the best of such counsel's knowledge,
following diligent inquiry, but without independent verification of facts
presented or represented by FNB and/or Company to such counsel and with the
ability to rely upon certificates of officers and other legal opinions,
Sellers have not made any material misrepresentation, breached any material
warranty or breached any material covenant or condition in this Agreement or in
any document, statement, list or schedule referred to herein.

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<PAGE> 27
8.9 Special Financial Covenants. On the Closing Date,
the reserve for loan losses then maintained by FNB shall adequately provide for
the anticipated loan losses of FNB as of such date in accordance with accepted
audit, bank examination and bank regulatory standards. Further, the tangible
assets of Company, excluding FNB, shall have a fair market value equal to or
greater than its liabilities.
8.10 Closing Certificate. At the Closing, the Chairman of
the Board and Chief Executive Officer of Company and FNB shall execute and
deliver a closing certificate to the effect that all representations and
warranties by or concerning Company and FNB are true and correct in all
material respects as of the Closing Date and that all other conditions
precedent to Buyers' obligation to Close have been performed and complied with
in all material respects.

9. CONDITIONS PRECEDENT TO SELLER'S OBLIGATION TO CLOSE.
Sellers obligations to consummate the transactions
contemplated by this Agreement are subject to each of the following conditions
precedent, any of which may be waived by Sellers in writing.
9.1 Warranties and Representations at Closing. All
warranties and representations contained in this Agreement by or concerning
Buyers shall be materially true and correct on the Closing Date; provided,
subject to Section 4.3 hereof, nothing in this Agreement shall prohibit or
impair the ability of Trustmark and Trustmark Bank to make further acquisitions
using cash or through the issuance of additional securities or to issue
additional securities for other business purposes.
9.2 Governmental Authority Approval. The consummation
of the Holding Company Merger and the Bank Consolidation shall have been
approved by all governmental and regulatory agencies or

27
<PAGE> 28
authorities whose approval is required, such approvals shall be in full force
and effect and no longer subject to judicial or administrative review and all
waiting periods required by law shall have expired.
9.3 Corporate Approval. The Holding Company Merger and
the Bank Consolidation shall have been authorized by the Board of Directors of
Trustmark and the Board of Directors and shareholders of Trustmark Bank in
accordance with the provisions of applicable law and the charters and bylaws of
Trustmark and Trustmark Bank.
9.4 Federal Income Taxation. Sellers shall have
received a favorable revenue ruling or otherwise be satisfied that the Holding
Company Merger will qualify as a tax-free reorganization pursuant to section
368 of the Code.
9.5 Compliance with Undertakings. Each of the acts,
covenants, agreements and undertakings of Buyers to be performed or caused to
be complied with on or before the Closing Date pursuant to the terms hereof
shall have been duly performed and caused to be complied with in all material
respects.
9.6 No Material Adverse Change. There shall have been no
material adverse change in the condition, financial or otherwise, of Trustmark
or Trustmark Bank since December 31, 1993, other than as a result of the
transactions contemplated hereby.
9.7 Opinion of Counsel. Buyers shall cause to be
delivered to Sellers the legal opinion of Brunini, Grantham, Grower & Hewes to
the effect that:
(a) Trustmark Bank is duly organized, validly
existing and in good standing as a national banking association.
(b) Trustmark is a duly organized, validly
existing corporation in good standing under the laws of the State of
Mississippi. The outstanding shares of Trustmark's common stock are, and the
shares of Trustmark common stock to be issued as a result of the Holding
Company Merger , upon execution and

28
<PAGE> 29
delivery, will be, in each case duly authorized, validly issued, fully paid,
and nonassessable. The shares of Trustmark common stock are validly
registered under the Securities Act of 1933.
(c) This Agreement is valid, binding and
enforceable against Buyers in accordance with its terms, subject to applicable
bankruptcy, insolvency, moratorium, reorganization or other laws of general
application relating to or affecting the enforcement of creditors' rights
generally.
(d) The Holding Company Merger and the Bank
Consolidation have been duly authorized by all requisite corporate and
shareholder action of Trustmark and Trustmark Bank.
(e) To the best of such counsel's knowledge,
following diligent inquiry, but without independent verification of facts
certified by appropriate officials of Trustmark and/or Trustmark Bank and
relied upon by such counsel, Buyers have not made any material
misrepresentation, materially breached any warranty or materially breached any
covenant or condition in this Agreement or in any document, statement, list or
schedule referred to herein.
9.8 Closing Certificate. At the Closing, the Chairman of
the Board and President of Trustmark shall execute and deliver a closing
certificate to the effect that all representations and warranties by or
concerning Trustmark and Trustmark Bank are true and correct in all material
respects as of the Closing Date and that all other conditions precedent to
Sellers' obligation to Close have been performed and complied with in all
material respects.
9.9 Fairness Opinion. Sellers shall have received, at
Sellers' cost, an opinion from a qualified investment banker that the
transaction covered by this Agreement is fair to the stockholders of Company.

10. CLOSING.

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<PAGE> 30
On the Closing Date, subject to the terms and conditions set
forth in this Agreement, Company shall merge with and into Trustmark pursuant
to the Plan and Agreement of Merger attached as Exhibit "A", FNB will
consolidate with and into Trustmark Bank pursuant to the Plan and Agreement of
Consolidation attached as Exhibit "B". The Holding Company Merger will be
effective (the "Effective Time of the Holding Company Merger") upon the filing
of articles of merger with the Secretary of State of the State of Mississippi.
The Bank Consolidation will be effective (the "Effective Time of the Bank
Consolidation") at the time established by the United States Comptroller of the
Currency.
At the Effective Time of the Mergers, the separate corporate
existence of Company and FNB, respectively, shall cease. Trustmark shall be
the surviving corporation of the Holding Company Merger and Trustmark Bank
shall be the surviving association of the Bank Consolidation.
Closing will take place at the main office of FNB on a date
selected by Buyers within 30 days after all conditions to Closing have been
satisfied or waived (the "Closing Date"). At the Closing, the certificates,
letters and opinions required by Articles 8 and 9 hereof shall be delivered and
the appropriate officers of Company, FNB, Trustmark and Trustmark Bank shall
execute, deliver, acknowledge and file such documents, instruments and
certificates required by this Agreement or otherwise necessary to accomplish
the Holding Company Merger and the Bank Consolidation.
10.1 Conversion of Shares. As of the Effective Time of
the Holding Company Merger, by virtue of the merger and without any further
action on the part of the holders of any Company shares, each share of Company
common stock issued and outstanding immediately prior to the Effective Time of
the Holding Company Merger (other than such shares as to which dissenter's
rights of

30
<PAGE> 31
appraisal have been perfected and not withdrawn) shall be converted into (i)
cash in the amount of $0.79363 per share and (ii) 2.59736 Trustmark shares.
As of the Effective Time of the Bank Consolidation,
by virtue of the consolidation and without any further action on the part of
the holder of the FNB shares, each share of FNB common stock issued and
outstanding immediately prior to the Effective Time of the Bank Consolidation
shall be converted into a number of Trustmark Bank shares to be determined by
Trustmark Bank and delivered to Trustmark.
As soon as practical after the Effective Time of the
Holding Company Merger, notice will be given to all shareholders of Company as
of the Effective Date of the Holding Company Merger, of the procedure for
surrendering and exchanging their share certificates representing Company
common shares for share certificates representing Trustmark shares and cash.
The notice will include instructions with respect to the surrender of
certificates representing the Company common shares and the distribution of
Trustmark shares and cash in exchange therefor and a letter of transmittal for
use in surrendering Company common share certificates.
10.2 Lost or Destroyed Certificates. Any person whose
certificates representing Company common shares shall have been lost or
destroyed may nevertheless obtain the Trustmark shares to which such Company
common shareholder is entitled as a result of the Holding Company Merger,
provided such Company common shareholder provides Trustmark with a statement
certifying such loss or destruction and an indemnity satisfactory to Trustmark
sufficient to indemnify Trustmark against any loss or expense that may occur as
a result of such lost or destroyed certificates being thereafter presented to
Trustmark for exchange.

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<PAGE> 32
10.3 Rights Prior to Exchange. Until a former Company
common shareholder has surrendered the certificates representing his Company
common shares or provided indemnity as permitted in Section 10.2, such former
Company common shareholder shall not be entitled to receive cash or
certificates representing the Trustmark shares to which such shareholder is
entitled by virtue of the Holding Company Merger and no dividend or other
distribution with respect of Trustmark shares will be paid to such persons;
provided, however, that when such certificates shall have been surrendered or
indemnity provided, there shall be paid to such persons, without interest, all
dividends and other distributions payable in respect of a record date after the
Effective Time of the Holding Company Merger on the Trustmark shares for which
such Company common shares shall have been exchanged.
10.4 Fractional Shares. No fractional Trustmark shares
will be issued upon the surrender for exchange of certificates representing
Company common shares. In lieu of any such fractional share, each holder of
Company common shares who would otherwise be entitled to a fractional share of
Trustmark common stock will be paid in cash upon surrender of all the stock
certificates representing Company common shares held by such holder in the
amount equal to the product of such fraction multiplied by $15.50.
10.5 Adjustment of Merger Consideration. If, between the
date of this Agreement and the Effective Time of the Holding Company Merger,
Trustmark's shares shall be changed into a different number of shares or shares
of a different class by reason of any reclassification, recapitalization, split
up or stock dividend with a record date within said period, the number of
Trustmark shares to be issued and delivered upon the Holding Company Merger as
provided in this Agreement will be appropriately and proportionately adjusted
so that the number of such shares that will be issued and delivered upon the
Holding Company Merger will

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<PAGE> 33
equal the number of Trustmark shares that holders of Company common shares
would have received had the record date of such reclassification,
recapitalization, split up or stock dividend been immediately following the
Effective Time of the Holding Company Merger.
10.6 Further Assurance. If, at any time after the
Effective Times of the Mergers, Trustmark or Trustmark Bank shall consider or
be advised that any deeds, bills of sale, assignments, assurances or any other
actions or things that are necessary or desirable to vest, perfect or confirm,
of record or otherwise, in the surviving corporation its right, title or
interest in, to or under any of the rights, properties or assets of Company or
FNB acquired or to be acquired as a result of the Holding Company Merger or the
Bank Consolidation or to otherwise carry out this Agreement, the officers and
directors of Trustmark and Trustmark Bank shall, and will be authorized to,
execute and deliver, in the name and on behalf of Company and FNB all such
deeds, bills of sale, assignments and assurances and take and do, in the name
of and on behalf of Company and FNB, all such other actions and things as may
be necessary or desirable to vest, perfect or confirm any and all right, title
and interest in, to and under such rights, properties or assets in Trustmark
and Trustmark Bank or to otherwise carry out this Agreement.
10.7 Market Price Fluctuations. If the average closing
market price (computed on the basis of the last trade of the day) of Trustmark
shares as reported in the National Association of Securities' Dealers Automated
Quotation System for National Market Issues for the ten consecutive trading
days preceding the 30th day prior to the Closing Date (the "Average Trustmark
Price") is less than $13.50 per share, the following provisions shall apply:

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<PAGE> 34
(1) Buyers and Sellers shall promptly meet to consider
the implications of the Average Trustmark Price on the proposed transaction;
(2) The Boards of Directors of Trustmark and Company
shall be fully authorized, under the circumstances and in the best interests of
each organization, to renegotiate the applicable conversion ratios for the
amount of cash and the number of shares of Trustmark stock into which Company
common shares shall be converted;
(3) If the decline in the Average Trustmark Price is
determined in the sole discretion of the Board of Company to be attributable to
a general market decline affecting the value of publicly traded financial
institutions, the Board of Directors of Company shall have the authority to
proceed to closing and consummate the Holding Company Merger for the price and
on the terms and conditions set forth in this Agreement;
(4) If the decline in the Average Trustmark Price is
determined in the sole discretion of the Board of Company to be attributable to
a substantial adverse development affecting the financial condition of
Trustmark only and not the market value of publicly traded financial
institutions generally, Sellers may terminate the Agreement upon written notice
to Buyers; and
(5) In the event that Sellers exercise their right of
termination under and in accordance with the above provisions of this Section
10.7, Sellers shall reimburse and pay to Buyers all of Buyers' reasonable
expenses, including but not limited to attorney's fees which Buyers shall have
incurred under this Agreement and in pursuance of the transactions covered by
this Agreement.
(6) If the Average Trustmark Price is less than $12.875
per share, and Sellers elect to terminate this Agreement in accordance with the
provisions of this Section 10.7, subsection

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<PAGE> 35
10.7 (5) above shall not apply and each party shall bear their own expenses.

11. TERMINATION.
This Agreement may be terminated and the Mergers may be
abandoned without liability on the part of Sellers or Buyers, as follows:
(a) By the mutual consents of the boards of
directors of Company and Trustmark;
(b) By Trustmark if a state or federal
governmental agency or authority shall at any time fail to approve the
transactions contemplated by this Agreement or shall have instituted and not
dismissed court proceedings to restrain or prohibit such transactions and such
court proceedings have not been resolved prior to one year after the date of
this Agreement.
(c) By any party if the Closing Date shall not
have occurred on or prior to the day that is one year after the date of this
Agreement without the fault of such party;
(d) By Trustmark or Trustmark Bank at any time
during the due diligence examination period as provided in Section 5.10 if such
examination, in Buyers opinion, reveals previously unknown, adverse
information concerning Company or FNB; or
(e) By Buyers, if at the time of such
termination there shall be a material adverse change in the financial
condition or tangible properties of Sellers arising subsequent to the
completion of due diligence as referred to in Section 5.10.
(f) By Sellers, if at the time of such
termination there shall be a material adverse change in the financial
condition or tangible properties of Buyers arising subsequent to December 31,
1993.

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<PAGE> 36
(g) By Sellers in accordance with and subject to
the provisions of Section 10.7 hereof.
(h) By either Buyers or Sellers, if the
stockholders of the Company fail to approve the Holding Company Merger at the
meeting of stockholders called for such purpose (including any adjournment or
postponement thereof);
(i) By Buyers if there has been a material breach
by either of the Sellers (A) of any of its representations and warranties set
forth herein, or (B) of any of its obligations herein which has not been
promptly cured after notice thereof from Buyers;
(j) By Sellers if there has been a material
breach by either of the Buyers (A) of any of its representations and warranties
set forth herein or (B) of any of its obligations hereunder which has not been
promptly cured after notice thereof by Sellers.

12. MISCELLANEOUS.
12.1 Applicable Law. This Agreement shall be construed in
accordance with the laws of the State of Mississippi, except to the extent that
federal law is applicable.
12.2 Notices and Communications. Any and all notices or
other communications required or permitted under this Agreement shall be in
writing and shall be deemed given when delivered in person or five days after
being mailed by United States Certified or Registered Mail, Return Receipt
Requested, postage prepaid and addressed:
TO COMPANY: Earl W. Lundy
First National Financial Corp
Post Office BOX 39
Vicksburg, MS 39181

WITH A COPY TO: John C. Wheeless, Jr.
Wheeless, Beanland, Shappley and
Bailess
Post Office Box 991

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<PAGE> 37
Vicksburg, MS 39181

TO TRUSTMARK: Frank R. Day
Trustmark Corporation
Post Office Box 291
Jackson, MS 39205

WITH A COPY TO: Leigh B. Allen, III
BRUNINI, GRANTHAM, GROWER & HEWES
Post Office Drawer 119
Jackson, MS 39205

Any party may change the address to which notice or other
communication to him or it is sent by delivery of written notice of the change
to the other parties to this Agreement.
12.3 Headings and Exhibits. Any section headings in this
Agreement are for convenience of reference only and shall not be deemed to
alter or affect any provisions hereof. All documents, statements, lists and
schedules referred to herein shall be initialed for identification or may be
physically annexed hereto, but in either event such documents, statements,
lists and schedules shall be deemed a part hereof.
12.4 Benefit. This Agreement shall be binding upon and
shall inure to the exclusive benefit of the parties hereto, their heirs,
successors or assigns. This Agreement is not intended to nor shall it create
any rights in any other party.
12.5 Partial Invalidity. The invalidity or
unenforceability of any particular provision of this Agreement shall not affect
the other provisions hereof, and this Agreement shall be construed in all
respects as if such invalid or unenforceable provisions were omitted.
12.6 Waiver. Neither the failure nor any delay on the
part of any party hereto in exercising any right, power or remedy hereunder
shall operate as a waiver thereof, or of any other right, power or remedy nor
shall any single or partial exercise of any right, power or remedy preclude
any further or other exercise thereof or the exercise of any other right, power
or remedy
12.7 Counterparts. This Agreement may be executed
simultaneously in two or more counterparts each of which shall be

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<PAGE> 38
deemed an original and all of which together shall constitute but one and the
same instrument.
12.8 Interpretation. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular
or plural as the identity of the person or entity or the context may require.
Further, it is acknowledged by the parties that this Agreement has been drafted
and negotiated by both parties hereto and, therefore, no presumptions shall
arise favoring either party by virtue of the authorship of any of its
provisions.
12.9 Entire Agreement. This Agreement and the
documents, statements, lists and schedules referred to herein constitute the
entire Agreement between the parties hereto, and it is understood and agreed
that all undertakings, negotiations and agreements heretofore had between the
parties are merged herein and therein. This Agreement may not be modified
orally, but only by an agreement in writing signed by either Trustmark or
Trustmark Bank, on the one hand, and Company or FNB, on the other.
12.10 Time of the Essence. With respect to any act called
for by any party to this Agreement, including regulatory authority approvals
and registration of the Trustmark shares with appropriate state and federal
agencies, time is of the essence.
12.11 Definition of Material. With reference to the
representations, warranties, covenants and conditions contained in this
Agreement, such representations, warranties, covenants and conditions shall be
strictly satisfied and complied with. Accordingly, when used herein,
"material" and "materially" shall be understood to mean a breach of any
representation, warranty, covenant or condition contained in this Agreement
which, separately or in the aggregate with any other such breach or failure,
does or could result in a reduction of the consolidated book value of Company
or Trustmark to an amount which is less than ninety-five percent (95%) of the
December 31, 1993 consolidated book value of Company or Trustmark, provided,
any reduction in the book value of Company or Trustmark which may result by
virtue of the adoption of SFAS No. 115 "Accounting for Certain Investments in
Debt and Equity

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<PAGE> 39
Securities" shall not constitute a material adverse change in the condition,
financial or otherwise, of Company or Trustmark.
12.12 Nonsurvival of Representations and Warranties. All
representations and warranties set forth in Sections 3 and 4 of this Agreement
shall be deemed conditions to the Merger and shall not survive the Merger.
WITNESS the signatures of the undersigned parties as of the
date first above written.
TRUSTMARK CORPORATION

By: ____________________________________
Frank R. Day, Chairman of the Board
and Chief Executive Officer

(SEAL)

TRUSTMARK NATIONAL BANK

By: ____________________________________
Frank R. Day, Chairman of the Board
and Chief Executive Officer
(SEAL)

FIRST NATIONAL FINANCIAL CORPORATION

By: ____________________________________
Earl W. Lundy, Chairman of the
Board and Chief Executive Officer
(SEAL)

FIRST NATIONAL BANK OF VICKSBURG

By: ____________________________________
Earl W. Lundy, Chairman of the
Board and Chief Executive Officer
(SEAL)

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<PAGE> 40
EXHIBIT INDEX

<TABLE>
<S> <C>
Exhibit A: Plan and Agreement of Merger - The Holding Company Merger.

Exhibit B: Plan and Agreement of Consolidation - The Bank Consolidation.

Exhibit C: Schedule of Contracts.

Exhibit D-1
and
Exhibit D-2: Schedule of Pending Litigation.

Exhibit E: Schedule of Insurance Policies.

Exhibit F: Schedule of Reports filed with Regulatory Authorities.
</TABLE>

<PAGE> 1
EXHIBIT 3.1

BYLAWS

TRUSTMARK CORPORATION

AS AMENDED FEBRUARY 8, 1994
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BYLAWS

TRUSTMARK CORPORATION

(INCORPORATED UNDER THE LAWS OF MISSISSIPPI)

ARTICLE I

OFFICES

The principal office shall be in the City of Jackson, County of Hinds,
State of Mississippi; and the name of the resident agent for process upon the
corporation is T. Harris Collier, III, whose mailing address is 248 East
Capitol Street, Jackson, Mississippi. The corporation may also have offices at
such other places as the Board of Directors may from time to time appoint, or
as the business of the corporation may require.

ARTICLE II

STOCKHOLDERS' MEETINGS

1. PLACE. The place of all meetings of stockholders shall
be the principal office of the corporation in the City of Jackson, County of
Hinds, State of Mississippi, or such other place as shall be determined, from
time to time, by the Board of Directors. The place at which such meeting shall
be held shall be stated in the notice and call of the meeting.
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2. TIME. The annual meeting of stockholders for the election
of directors and for the transaction of such other business as may properly
come before the meeting shall be held each year on the second Tuesday in each
March at such time as may be designated by the Board of Directors and stated in
the notice and call of meeting. If the second Tuesday in March shall be a
legal holiday, the annual meeting shall be held on the next following banking
day. If, for any cause, an election of Directors is not made on the day
fixed, or in the event of a legal holiday, on the next following banking day,
an election may be held on any subsequent day within sixty (60) days of the day
fixed, to be designated by the Board of Directors, or, if the Directors fail to
fix the day, by shareholders representing two-thirds (2/3rds) of the shares;
and all elections shall be held according to such lawful regulations as may be
prescribed by the Board of Directors.

3. SPECIAL MEETINGS. Special meetings of stockholders, for
any purpose or purposes, unless otherwise prescribed by statute, may be called
by the President or by a majority of the Board of Directors and shall be called
at any time by the President or the Board of Directors upon the request of
stockholders owning ten percent (10%) of the outstanding shares of the
corporation entitled to vote at such meetings. Business transacted at all
special meetings shall be confined to the objects stated in the call.

4. NOTICE. Written or printed notice stating the place, day
and hour of the meeting (and in the case of a special meeting, the purpose or
purposes for which the meeting is called) shall be given at least ten (10) days
and not more than sixty (60) days prior to the meeting, at the direction of
the President, the Secretary or other officer or persons calling the meeting.
Such notice shall be given to each stockholder of record entitled to vote at
the meeting; and

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notice shall be deemed delivered to the stockholder when deposited in the
United States mail, postage prepaid, addressed to the stockholder at his last
known post office address or to the address appearing on the stock transfer
books of the corporation.

5. VOTING LIST. A complete list of stockholders entitled to
notice of the ensuing meeting, arranged in alphabetical order, with the address
of and number of shares held by each, shall be prepared by the Secretary, who
shall have charge of the stock transfer books of the corporation. The
stockholders' list shall be available for inspection by any shareholder no
later than two (2) business days after notice of the meeting is given for which
the list was prepared and continuing through the meeting, at the corporation's
principal office or at a place identified in the meeting notice in the city
where the meeting will be held.

6. QUORUM. A majority of the outstanding shares of the
corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at any meeting of stockholders, unless otherwise provided
by law; but less than a quorum may adjourn any meeting, from time to time, and
the meeting may be held, as adjourned, without further notice.

7. VOTING OF SHARES. If a quorum is present, the affirmative
vote of a majority of the shares represented at the meeting and entitled to
vote shall be the act of the stockholders, unless the vote of a greater number
is required by law for any specific purpose. Voting at all meetings may be
oral, but any qualified voter may demand a stock vote whereupon the vote will
be taken by ballot, each of which shall state the name of the stockholder
voting and the number of shares voted by him; and if such ballot be cast by a
proxy, it shall also state the name of such

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proxy. Subject to the provisions of Section 9 of this Article II (relating to
cumulative voting for directors), each stockholder shall have one vote for each
share of stock having voting power, registered in his name as of the closing
date of the stock transfer books, upon each matter submitted to a vote at any
meeting of stockholders.

8. PROXIES. Every stockholder having the right to vote shall
be entitled to vote either in person or by proxy executed in writing. No proxy
shall be valid after eleven (11) months from the date of its execution, unless
otherwise provided in the proxy. Proxies shall be dated and shall be filed
with the records of the meeting. No officer or employee of Trustmark National
Bank shall act as proxy.

9. CUMULATIVE VOTING. At each election for Directors every
stockholder entitled to vote at such election shall have the right to vote, in
person or by proxy, the number of shares owned by him for as many persons as
there are Directors to be elected, and for whose election he has a right to
vote, or to cumulate his votes by giving one candidate as many votes as the
number of such Directors multiplied by the number of his shares shall equal, or
by distributing such votes on the same principle among any number of such
candidates.

10. NOMINATIONS FOR DIRECTOR. Nominations for election to the Board
of Directors may be made by the Board of Directors or by any stockholder of any
outstanding class of capital stock of the corporation entitled to vote for
election of directors. Nominations other than those made by or on behalf of
the existing management of the corporation, shall be made in writing and shall
be delivered or mailed to the Chairman of the Board of the corporation not less
than fourteen (14) days nor more than fifty (50) days prior to any meeting of
stockholders called for the election of directors; provided, however, that if
less than twenty-one (21) days' notice of the

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meeting is given to shareholders, such nomination shall be mailed or delivered
to the Chairman of the Board of the corporation 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 the corporation 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 the
corporation owned by the notifying shareholder. Nominations not made in
accordance herewith may, in his discretion, be disregarded by the chairman of
the meeting, and upon his instructions the vote tellers may disregard all votes
cast for each such nominee.

11. Judges of the Election - Every election of directors shall be
managed by three judges, who shall be appointed by the chairman and who shall
hold, either directly or indirectly (including, without limitation, indirect
ownership as a participant in any pension plan, profit sharing plan or other
employee benefit plan) shares of the corporation. The judges of election shall
hold and conduct the election at which they are appointed to serve; and, after
the election, they shall file with the Secretary a Certificate under their
hands certifying the results thereof and the names of the directors elected.
The judges of election, at the request of the chairman for the meeting, shall
act as tellers of any other vote by ballot taken at such meeting, and shall
certify the results thereof.

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ARTICLE III

BOARD OF DIRECTORS

1. GENERAL POWERS. The management of all the affairs, of the
corporation shall be vested in the Board of Directors.

2. NUMBER, TENURE AND QUALIFICATIONS. The number of directors
of the corporation shall be not less than five (5) nor more than twenty-five
(25) members, the exact number within such minimum and maximum limits to be
fixed and determined from time to time by resolution of a majority of the full
Board of Directors or by resolution of the stockholders at any meeting thereof.
Each director shall hold office for one (1) year and until his successor shall
have been elected and qualified. Each director shall own in his own right
common or preferred shares of Trustmark National Bank or the corporation, with
an aggregate par, fair market or equity value of not less than $1,000 as of
either (i) the date of purchase, (ii) the date the person became a director, or
(iii) the date of that person's most recent election to the board of directors
whichever is more recent. Any combination of common or preferred stock of
Trustmark National Bank or the corporation may be used.

3. VACANCIES. All vacancies in the Board of Directors,
whether caused by resignation, death, increase in the number of directors or
otherwise, shall be filled through appointment by a majority of the remaining
Directors then in office at an annual or special meeting called for that
purpose. A director thus elected to fill any vacancy shall hold office until
the next annual meeting of stockholders and until his successor is elected and
qualifies.

4. REGULAR MEETINGS. Regular meetings of the Board of
Directors, when required, shall be held on the second Tuesday of each month.
Formal advance notice shall not be required. If any regular meeting shall fall
on a holiday, it may be held upon such other day as may be designated by the
Chairman of the Board of Directors or the President of the

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corporation. Regular meetings may be held without notice at the principal
office of the corporation at such time as may be determined by the Chairman or
President.

5. SPECIAL MEETINGS. Special meetings may be called at any
time by the President, the Chairman of the Board of Directors or by a majority
of the directors at such time and place as may be designated. Notice of
special meetings shall be given stating the time and place, at least two (2)
days in advance thereof by letter, telegram, facsimile, or personally.

6. QUORUM. A majority of the entire board of directors then
in office shall constitute a quorum, and the affirmative vote of a majority of
those present and voting shall be the action of the Board. Less than a quorum
may adjourn any meeting to a subsequent day without further notice until a
quorum can be had. If the number of directors is reduced below the number that
would constitute a quorum based upon the total number of required director
positions, then no business may be transacted, except selecting directors to
fill vacancies in conformance with Article III, Section 3. If a quorum is
present, the Board of Directors may take action through the vote of a majority
of the directors in attendance.

7. ORGANIZATION. The Chairman, upon receiving the certificate
of the judges of the result of any election, shall notify the directors - elect
of their election and of the time at which they are required to meet at the
principal office of the corporation for the purpose of organizing the new
Board. After the Board has organized it should by resolution designate from
among its members an Executive Committee or other committees, each of which
shall have all the authority of the Board of Directors except as limited in
such resolution or bylaw, appoint officers, fix salaries for the ensuing year,
and transact such other business as may properly come before the organizational
meeting. The organization meeting shall be appointed to be held on

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the day of the election or as soon thereafter as practicable, and, in any
event, within thirty (30) days thereof. If, at the time fixed for such
meeting, there shall be no quorum present, the directors present may adjourn
the meeting, from time to time, until a quorum is obtained. All committees of
the Board shall keep regular minutes of their meetings and shall report their
actions to the Board of Directors at its next meeting.

8. COMPENSATION. Directors may be compensated for their
services on the Board at such times, in such amounts and in accordance with
such compensation plans as the Board of Directors, by proper action, shall
determine. Provided, however, that any member of the Board who is also an
officer of the corporation or of Trustmark National Bank shall not be
compensated for service on the Board of Directors. All directors may be
reimbursed for actual expenses incurred in connection with service on the Board
as the Board of Directors, by proper action, shall determine.

9. INFORMAL ACTION. Any action of the corporation required to
be taken, or which may be taken, at a meeting of the directors, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all the directors entitled to vote thereon. Such consent
shall have the same force and effect as a unanimous vote of directors and may
be stated as such in any document filed with any governmental agency or body.

10. VOTING OF SHARES IN OTHER CORPORATIONS. The Chairman, the
President or such other officer or person as may be designated by resolution
may act for the corporation in voting shares it owns of any other corporation.
The Board may determine the manner in which

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such shares are to be voted or may delegate to its representative the authority
to vote such shares in the best interests of the corporation.

11. HONORARY OR ADVISORY DIRECTORS - Honorary or advisory members
of the Board of Directors, without voting power or power of final decision in
matters concerning the business of the corporation, may be appointed by
resolution of a majority of the full Board of Directors at any annual or
special meeting. Honorary or advisory directors shall not be counted to
determine the number of directors of the corporation or the presence of a
quorum in connection with any board action, and shall not be required to own
qualifying shares.

12. EXECUTIVE COMMITTEE - The Board may appoint an Executive
Committee of not less than four (4) nor more than five (5) outside Directors.
The Chairman and such other officers or persons as may be designated by the
Board, shall serve as members of the committee. One or more honorary or
advisory directors appointed by the Chairman may serve as ex officio members of
the committee. The committee shall exercise, when the Board is not in session,
all powers of the Board that may lawfully be delegated to it. The committee
shall have the power to fix the time and place of its meetings, prescribe its
procedures, and cooperate with and assist the officers of the corporation in
the transaction of its business. The committee shall keep minutes of its
meetings, and such minutes shall be available for inspection by the Board, the
regulatory authorities, or such others as may lawfully be authorized.

13. AUDIT COMMITTEE - The Board may appoint an Audit Committee
composed of not less than three (3) Directors, exclusive of any active
officers, at such times and for such terms as shall be determined by the Board.
If appointed the duties of the Audit Committee shall be

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prescribed by the Board. Such duties may include, without limitation, the duty
to examine the affairs of the corporation, or to cause suitable examinations to
be made by auditors responsible only to the Board of Directors and to report
the result of such examination in writing to the Board at the next regular
meeting thereafter. The Board may elect, in lieu of such periodic audits, to
adopt an adequate continuous audit system. If requested by the Board, the
report of the Audit Committee shall state whether the corporation is in sound
condition, whether adequate internal controls and procedures are being
maintained, and shall recommend to the Board such changes in the manner of
conducting the affairs of the corporation as shall be deemed advisable. The
Audit Committee shall keep minutes of its meetings, and such minutes shall be
available for inspection by the Board, the regulatory authorities, or such
others as may lawfully be authorized.

14. OTHER COMMITTEES - There may be such other committees as the
Board from time to time deems advisable. The committees shall have purposes,
duties, powers and responsibilities as determined by the Board. Each committee
shall establish its procedures and shall keep minutes of its meetings, and such
minutes shall be available for inspection by the Board, the regulatory
authorities, or such others as may lawfully be authorized.

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ARTICLE IV

OFFICERS

1. NUMBER. The officers of the corporation shall be a
Chairman of the Board, a President, a Secretary and a Treasurer, each of whom
shall be elected by the Board of Directors. The Board of Directors may elect a
Vice Chairman of the Board or a Vice President when and as it deems necessary.
Such other officers and assistant officers as may be deemed necessary may be
elected or appointed by the Board of Directors from time to time. Any two or
more offices may be held by the same person, except the offices of President
and Secretary.

2. ELECTION AND TERMS OF OFFICE. The officers of the
corporation shall be elected annually by the Board of Directors at its first
meeting held each year after the annual meeting of stockholders. If the
election of officers shall not be held at such meeting, the election may be
held as soon thereafter as may be convenient. Each officer shall hold office
until his successor has been elected and qualified or until his death,
resignation or removal from office in the manner hereinafter provided.

3. REMOVAL. Any officer or agent elected or appointed by the
Board of Directors may be removed at any time, with or without cause, whenever
in its judgment the best interests of the corporation will be served thereby,
but such removal shall be without prejudice to the contract rights, if any, of
the person so removed.

4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification or otherwise may be filled by the Board
of Directors for the unexpired portion of the term.

5. CHAIRMAN OF THE BOARD. The Board shall appoint one of its
members to be Chairman of the Board, who may serve as the Chief Executive
Officer of the corporation. Such

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person shall also preside at all meetings of the Board and all meetings of the
shareholders and supervise the carrying out of the policies adopted or approved
by the Board; shall have general executive powers, as well as the specific
powers conferred by these Bylaws; and shall also have and may exercise such
further powers and duties as from time to time may be conferred upon or
assigned by the Board of Directors.

6. VICE CHAIRMAN OF THE BOARD. The Board may appoint one or more of
its members to be Vice Chairman of the Board. In the absence of the Chairman,
the Vice Chairman shall preside at any meeting of the Board. The Vice Chairman
shall have general executive powers, and shall have and may exercise any and
all other powers and duties as from time to time may be conferred, or assigned,
by the Board of Directors.

7. PRESIDENT. The President shall have general supervision
of the affairs of the corporation, shall sign or countersign all certificates,
contracts and other instruments of the corporation as authorized by the Board
of Directors, shall make reports to the Board of Directors and stockholders,
and shall perform all such other duties as are incident to his office or
required of him by the Board of Directors. In the absence of the Chairman and
Vice Chairman of the Board, the President shall preside at any meeting of the
Board.

8. VICE PRESIDENT. The Board may appoint one or more
Vice Presidents of the corporation. In the absence of the President or in the
event of his death, inability or refusal to act, a Vice President so
designated by the Board shall perform the duties of the President and when so
acting shall have all the powers of and be subject to all the restrictions upon
the

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President. The Vice President or any additional or assistant Vice President
shall perform such other duties as may be from time to time assigned by the
President or by the Board of Directors.

9. SECRETARY. The Secretary shall keep the Minutes of the
meetings of stockholders and of the Board of Directors and, upon request, of
any committees of the Board of Directors, in one or more books provided for
that purpose. He shall issue notices of all meetings, except notice of
special meetings of directors called at the request of a majority of directors
as provided in Section 5 of Article III of these Bylaws, which notice may be
issued by such directors. He shall have charge of the seal and the corporate
record books and shall make such reports and perform such other duties as are
incident to his office, or which may be required of him by the Board of
Directors.

10. TREASURER. The Treasurer shall have the custody of all
funds and securities of the corporation and shall keep regular books of
account. He shall receive and disburse all funds of the corporation and shall
render to the Board of Directors from time to time as may be required of him an
account of all his transactions as Treasurer and of the financial condition of
the corporation. He shall perform all duties incident to his office or which
may be required of him by the Board of Directors.

11. SALARIES. The salaries of the officers shall be fixed from
time to time by the Board of Directors. No officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
corporation.

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12. DELEGATION OF DUTIES. In case of the death, absence,
refusal, or inability to act of any officer of the corporation, the Board of
Directors may from time to time delegate the powers or duties of such officer
to any other officer, or to any director or other person.

13. BONDS. The Board of Directors may by resolution require
any or all of the officers to give bonds to the corporation, with sufficient
surety, conditioned on the faithful performance of the respective duties of the
office and to comply with such other conditions as may be required by the Board
of Directors.

14. RESIGNATION. An officer may resign at any time by
delivering notice to the corporation. A resignation is effective when notice
is given unless the notice specifies a later effective date.

15. CONTRACTUAL ARRANGEMENTS. Any contractual arrangement concerning
compensation and/or employee benefits between the corporation and any officer
must be approved by a majority of the full Board of Directors.

16. EXECUTIVE OFFICERS. The Chairman, Vice Chairman (if any),
President, any Vice President and Secretary shall be Executive Officers of the
corporation. One or more of these officers may also be designated as Chief
Executive Officer, Chief Financial Officer, Chief Operating Officer, or other
officer by the Board of Directors. Other officers may be designated by the
Board from time to time as Executive Officers, in accordance with the
provisions of Paragraph (a) of Section 215.2 - "DEFINITIONS" of Regulation "O"
(12 C.F.R. 215) of the Board of Governors of the Federal Reserve System.

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ARTICLE V

CERTIFICATES FOR SHARES AND THEIR TRANSFER

1. FORM OF CERTIFICATE. Certificates representing shares of
the corporation shall be in such form as may be determined by the Board of
Directors. Such certificates shall be signed by the President and by the
Secretary or by such other officers authorized by the Board of Directors, with
the seal of the corporation affixed thereto. Signatures and the corporate seal
may be facsimiles, but a facsimile signature may be used only if the
certificate is countersigned by a transfer agent, or registered by a registrar,
other than the corporation itself or an employee of the corporation. The Board
of Directors may adopt or use procedures for replacing lost, stolen or
destroyed stock certificates as permitted by law.

2. REGISTRATION. Registered stockholders only shall be
entitled to be treated by the corporation as the holders in fact of the stock
standing in their respective names, and the corporation shall not be bound to
recognize any equitable or other claim to or interest in the share on the part
of any other person, whether or not it shall have express or other notice
thereof, except as expressly provided by the laws of Mississippi.

3. CLOSING OF TRANSFER BOOKS. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper purpose, the
Board of Directors may provide that the stock transfer books shall be closed
for a stated period, but not to exceed fifty (50) days. If the stock transfer
books shall be closed for the purpose of determining stockholders entitled to
notice of or to vote at a

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meeting of stockholders, such books shall be closed for at least ten (10) days
immediately preceding such meeting.

4. FIXING RECORD DATE. In lieu of closing the stock transfer
books as described in Paragraph 3 herein, the Board of Directors may fix in
advance a date as the record date for determining the shareholders entitled to
notice of a shareholder meeting, to demand a special meeting, to vote or take
any other action; provided, however, that in no event shall the record date
fixed by the Board of Directors be more than fifty (50) days or less than ten
(10) days before the meeting or action requiring a determination of
shareholders, or a date preceding the date upon which the resolution fixing the
record date is adopted.

5. TRANSFERS OF STOCK. All transfers of stock of the
corporation shall be made upon the books of the corporation by the holder of
such shares in person, or by his legal representative, executor or
administrator, only upon surrender of the certificate or certificates of stock
for cancellation, properly endorsed.

ARTICLE VI

FINANCE

1. FISCAL YEAR. The fiscal year of the corporation shall
begin on the 1st day of January and end on the 31st day of December of each
year, unless otherwise provided by the Board of Directors.

2. INDEMNITY. Any person, his heirs, executors, or
administrators, may be indemnified or reimbursed by the corporation for
reasonable expenses actually incurred in

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connection with any action, suit, or proceeding, civil or criminal, to which he
or they shall be made a party or potential party by reason of his being or
having been a director, an honorary or advisory director, officer, or employee
of the corporation or of any firm, corporation or organization which he served
in any such capacity at the request of the corporation; provided, however, that
no person shall be so indemnified or reimbursed in relation to any matter in
such action, suit, or proceeding as to which he shall finally be adjudged to
have been guilty of or liable for negligence or willful misconduct in the
performance of his duties to the corporation; and provided further, that no
person shall be so indemnified or reimbursed in relation to any administrative
proceeding or action instituted by an appropriate bank regulatory agency which
proceeding or action results in a final order assessing civil money penalties
or requiring affirmative action by an individual or individuals in the form of
payments to the corporation. The foregoing right of indemnification or
reimbursement shall not be exclusive of other rights to which such person, his
heirs, executors, or administrators, may be entitled as a matter of law. The
corporation may, upon affirmative vote of a majority of its board of directors,
purchase insurance to indemnify its directors, honorary or advisory directors,
officers and employees. Such insurance may, but need not, be for the benefit
of all directors, honorary or advisory directors, officers or employees.

3. DIVIDENDS. The Board of Directors may from time to time
declare and the corporation may pay dividends on its outstanding shares in the
manner and upon the terms and conditions as provided by law.

4. AFFILIATED CORPORATIONS. If the corporation should become
affiliated with any bank or other business regulated by special provisions of
law, the directors and officers shall,

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to the extent required by law, permit the examination of the corporation's
records, disclose fully the relations between the corporation and such bank or
other business and furnish reports and information.

ARTICLE VII

WAIVER

Unless otherwise provided by law, whenever any notice is required to
be given to any stockholder or director of the corporation, a waiver thereof in
writing signed by the person or persons entitled to such notice, whether before
or after the time stated therein, shall be deemed equivalent to the giving of
such notice.

ARTICLE VIII

AMENDMENTS

These Bylaws may be altered, amended or repealed or new Bylaws adopted
by the Board of Directors.

<PAGE> 1
EXHIBIT 5

<TABLE>
<CAPTION>
BRUNINI, GRANTHAM, GROWER & HEWES
ATTORNEYS AT LAW

<S> <C> <C> <C>
GEORGE P. HEWES, III J. PERRY SANSING 1400 TRUSTMARK BUILDING
NEWT P. HARRISON LYNNE K. GREEN 248 EAST CAPITOL STREET
RICHARD W. DORTCH JAMES L. HALFORD JACKSON, MISSISSIPPI 39201
LEIGH B. ALLEN, III GRANVILLE TATE, JR.
EDMUND L. BRUNINI, JR. ANNE C. SANDERS MAILING ADDRESS
LAWRENCE E. ALLISON, JR. JAMES W. YOUNG, JR. POST OFFICE DRAWER 119
CHARLES P. ADAMS, JR. CHERI D. GREEN ______________, 1994 JACKSON, MISSISSIPPI 39205
W. DAVID WATKINS STEPHEN J. CARMODY
HOLMES S. ADAMS DORIAN E. TURNER TELEPHONE
WILLIAM L. SMITH PAMELA W. DILL 601-948-3101
JEFFERSON D. STEWART JOSEPH E. VARNER, III
ROBERT D. DRINKWATER R. DAVID MARCHETTI FACSIMILE
CHRISTOPHER A. SHAPLEY KATHRYN R. GILCHRIST 601-960-6902
R. DAVID KAUFMAN EUGENE R. WASSON
JOHN E. MILNER OTTOWA E. CARTER, JR. EDMUND L. BRUNINI
R. WILSON MONTJOY II P. DAVID ANDRESS (1911-1992)
WALTER S. WEEMS MICHAEL K. GRAVES
JAMES T. THOMAS, IV STEPHEN L. EARNEST R. GORDON GRANTHAM
JAMES A. KEITH M. PATRICK MCDOWELL (1912-1986)
LOUIS G. FULLER MICHAEL E. GIEGER
WATTS C. UELTSCHEY J. JEFFERY TROTTER JOHN R. HUTCHERSON
W. RODNEY CLEMENT, JR. (1939-1990)
BROOKS EASON
JOHN E. WADE, JR. JOHN M. GROWER
OF COUNSEL
</TABLE>

Board of Directors and Shareholders
First National Financial Corporation
1301 Washington Street
Vicksburg, Mississippi 39180

We have acted as counsel to Trustmark Corporation, a Mississippi
corporation ("Trustmark") and Trustmark National Bank, a national banking
association ("Trustmark Bank") in connection with a Merger Agreement dated as
of May 4, 1994, (the "Merger Agreement") by and among Trustmark, Trustmark
Bank, First National Financial Corporation, a Mississippi corporation ("FNFC")
and First National Bank of Vicksburg, a national banking association ("FNBV").
In connection with this representation, we have examined the charter and bylaws
of Trustmark Bank, the articles of incorporation and bylaws of Trustmark, the
corporate proceedings of Trustmark and Trustmark Bank in connection with the
transactions contemplated by the Merger Agreement and such other documents and
instruments as we deemed necessary to render the following opinions.

Based upon the foregoing, we are of the opinion that:

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

2. Trustmark is a duly organized, validly existing corporation in good
standing under the laws of the State of Mississippi. The shares of
Trustmark's common stock to be issued as a result of the Mergers
(as defined in the Merger Agreement) will be, upon execution and
delivery, duly authorized, validly issued, fully paid and
nonassessable shares of the common stock of Trustmark and are
registered on Form S-4 pursuant to the Securities Act of 1933.
<PAGE> 2
_______________, 1994
Page 2

3. The Merger Agreement is valid, binding and enforceable against
Trustmark and Trustmark Bank in accordance with its terms,
subject to applicable bankruptcy, insolvency, moratorium,
reorganization and other laws of general application relating
to or affecting the enforcement of creditors' rights
generally.

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

5. To the best of our knowledge, following diligent inquiry, but
without independent verification of facts certified by
appropriate officials of Trustmark and/or Trustmark Bank and
relied upon by us, neither Trustmark nor Trustmark Bank has
made any material misrepresentation, materially breached any
warranty or materially breached any covenant or condition in
the Merger Agreement or in any document, statement, list or
schedule referred to therein.

Very truly yours,

BRUNINI, GRANTHAM, GROWER & HEWES

<PAGE> 1
EXHIBIT 8

<TABLE>
<CAPTION>
BRUNINI, GRANTHAM, GROWER & HEWES
ATTORNEYS AT LAW

Board of Directors
Trustmark Corporation
248 East Capitol, Suite 300
Jackson, Mississippi 39201

Board of Directors and Shareholders
First National Financial Corporation
1301 Washington Street
Vicksburg, Mississippi 39180

Re: Merger Agreement by and among Trustmark Corporation, Trustmark
National Bank, First National Financial Corporation and First
National Bank of Vicksburg

Gentlemen:

We have acted as counsel to Trustmark Corporation, a Mississippi
corporation and registered bank holding company ("Trustmark") and its
subsidiary, Trustmark National Bank, a national banking association ("Trustmark
Bank"), in connection with the proposed merger (the "Merger") of First National
Financial Corporation, a Mississippi corporation and registered bank holding
company ("First National") with and into Trustmark and the proposed
consolidation (the "Consolidation") of First National Bank of Vicksburg, a
national banking association ("FNB"), with Trustmark Bank under the existing
charter of Trustmark Bank pursuant to the terms of the Merger Agreement dated
as of May 4, 1994 (the "Merger Agreement"), by and among Trustmark, First
National, Trustmark Bank and FNB, each as described in the Registration
Statement on Form S-4 to be filed by Trustmark with the Securities and Exchange
Commission (the "Registration Statement"). As a part of the Consolidation, the
shareholders of Trustmark Bank other than Trustmark ("Trustmark Bank Minority
Shareholders") will receive Trustmark common stock in exchange (the "Exchange")
for their $5.00 par value common stock of Trustmark Bank ("Trustmark Bank
Common Stock"). All capitalized terms, unless otherwise specified, have the
meaning assigned to them in the Registration Statement.
<PAGE> 2
Trustmark Corporation
First National Financial Corporation
___________, 1994
Page 2

In connection with this opinion, we have examined and are familiar
with originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Merger Agreement, (ii) the Registration Statement and
(iii) such other documents as we have deemed necessary or appropriate in order
to enable us to render the opinions below. In our examination, we have assumed
the genuineness of all signatures, the legal capacity of all natural persons,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified, conformed
or photostatic copies and the authenticity of the originals of such copies. In
rendering the opinions set forth below, we have relied upon certain written
representations and covenants of Trustmark, Trustmark Bank, First National and
FNB, which are annexed hereto.

In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), existing and
proposed Treasury Regulations, pertinent judicial authorities, interpretive
rulings of the Internal Revenue Service and such other authorities as we have
considered relevant. The following opinion is based upon the foregoing
authorities as existing on the date of this opinion, any of which could be
changed at any time. Any such changes may be retroactive and could
significantly modify the statements and opinions expressed herein. Similarly,
any change in the facts and assumptions upon which this opinion is based could
modify the conclusions reached herein. In rendering this opinion we assume no
obligation to advise you of any such changes or to update this opinion as a
result of any such changes.

Our opinion covers only the matters expressly set forth herein, and no
opinions should be inferred as to any other matters or as to any other tax
aspects of the above-described transactions that are not specifically
addressed.

This opinion represents our best judgment as to the probable outcome
of the tax issues discussed and is not binding on the Internal Revenue Service.
We can give no assurance that the Service will not challenge our conclusions
and prevail in the courts in such a manner as to cause adverse tax consequences
to Trustmark, Trustmark Bank, First National, FNB or their respective
shareholders.

Based upon and subject to the foregoing, we are of the opinion that
the Merger, the Consolidation and the Exchange will, under current law,
constitute tax-free reorganizations under Section 368(a) of the Code. It is
further our opinion that Trustmark and First National will each be a party to
the Merger, that Trustmark Bank and FNB will each be a party to the
Consolidation, and that Trustmark and Trustmark Bank will each be a party to
the Exchange within the meaning of Section 368(b) of the Code.

As a tax-free reorganization, the Merger will have the following
Federal income tax consequences for First National shareholders, First National
and Trustmark:
<PAGE> 3
Trustmark Corporation
First National Financial Corporation
___________, 1994
Page 3

1. No gain or loss will be recognized by the holders of the
common stock of First National ("First National Common Stock") as a result of
the exchange of such shares for shares of Trustmark common stock ("Trustmark
Common Stock") pursuant to the Merger. The cash portion of the Merger
consideration, including cash received by any First National shareholders who
perfect dissenters' rights of appraisal with respect to their First National
Common Stock will be treated as having been received by such shareholders as a
distribution in redemption of his or her First National stock, subject to the
provisions and limitations of Code Section 302. The payment of cash in lieu of
fractional share interests will be treated as if the shares were distributed as
part of the exchange and then were redeemed by Trustmark. These cash payments
will be treated as distributions in full payment in exchange for the stock
redeemed, subject to the provisions and limitations of Code Section 302.

2. The tax basis of the shares of Trustmark Common Stock received
by each shareholder of First National will equal the tax basis of such
shareholder's shares of First National Common Stock (reduced by any amount
allocable to fractional share interests for which cash is received) exchanged
in the Merger decreased by the amount of cash received by the shareholder and
increased by the amount which was treated as a dividend and the amount of any
gain recognized on the exchange and not treated as a dividend.

3. The holding period for the shares of Trustmark Common Stock
received by each shareholder of First National will include the holding period
for the shares of First National Common Stock of such shareholder exchanged in
the Merger.

4. Trustmark and Trustmark Bank will not recognize gain or loss
as a result of the Merger, the Consolidation and the Exchange.

5. First National and FNB will not recognize gain or loss as a
result of the Merger and the Consolidation.

6. No gain or loss will be recognized by the Trustmark Bank
Minority Shareholders on the exchange of their Trustmark Bank Stock solely for
Trustmark Common Stock.

7. The basis of the Trustmark Common Stock received by the
Minority Trustmark Bank Shareholders will be the same as the basis of the
Trustmark Bank Common Stock given in exchange therefor.

8. The holding period of the Trustmark Common Stock to be
received by the Trustmark Bank Minority Shareholders will include the holding
period of the Trustmark Bank Common Stock surrendered in the Exchange.
<PAGE> 4
Trustmark Corporation
First National Financial Corporation
___________, 1994
Page 4

Except as set forth above, we express no opinion as to the tax
consequences to any party, whether Federal, state, local or foreign, of the
Merger, the Consolidation or the Exchange, or of any transactions related to
the Merger, the Consolidation or the Exchange, or contemplated by the Merger
Agreement. This opinion is being furnished only to you in connection with the
Merger and solely for your benefit in connection therewith and may not be used
or relied upon for any other purpose and may not be circulated, quoted or
otherwise referred to for any other purpose without our express written
consent.

Very truly yours,

Brunini, Grantham, Grower & Hewes

<PAGE> 1
EXHIBIT 23.1

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
dated January 14, 1994 on the consolidated financial statements of Trustmark
Corporation and to the use of our report dated January 28, 1994 on the
consolidated financial statements of First National Financial Corporation and
to all references to our Firm included in or made a part of this Registration
Statement on Form S-4.

/s/ Arthur Andersen & Co.
ARTHUR ANDERSEN & CO.

Jackson, Mississippi,
May 27, 1994.

<PAGE> 1
EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Trustmark Corporation on Form S-4 of our reports dated January 27, 1992 and
February 11, 1993, appearing in the Annual Report on Form 10-K of Trustmark
Corporation for the year ended December 31, 1993 and in the Annual Report on
Form 10-K of First National Financial Corporation for the year ended December
31, 1993, respectively, and to the reference to us under the heading "Experts"
in the Prospectus which is part of this Registration Statement.

/s/ Deloitte & Touche

Jackson, Mississippi
May 26, 1994

<PAGE> 1
EXHIBIT 23.3

<TABLE>
<CAPTION>
BRUNINI, GRANTHAM, GROWER & HEWES
ATTORNEYS AT LAW

We hereby consent to the references to this firm under the headings
"General Information - Federal Income Tax Consequences" and "Legal Opinion" in
the Registration Statement on Form S-4 of Trustmark Corporation filed in
connection with the proposed merger of First National Financial Corporation
into Trustmark Corporation and the proposed consolidation of First National
Bank of Vicksburg with Trustmark National Bank.

BRUNINI, GRANTHAM, GROWER & HEWES

/s/ ROBERT D. DRINKWATER
Robert D. Drinkwater

Jackson, Mississippi
May 27, 1994

<PAGE> 1
EXHIBIT 23.4

CONSENT OF ALEX SHESHUNOFF & CO. INVESTMENT BANKING

In connection with the proposed merger of First National Financial Corporation,
Vicksburg, Mississippi with and into Trustmark Corporation, Jackson,
Mississippi, the undersigned, acting as an independent financial analyst to the
common shareholders of First National Financial Corporation, hereby consents to
the reference to our firm in the proxy statement and to the inclusion of our
fairness opinion as an exhibit to the proxy statement.

June 1, 1994

ALEX SHESHUNOFF & CO.
INVESTMENT BANKING
AUSTIN, TEXAS

BY:/s/ Thomas R. Mecredy
Thomas R. Mecredy
Senior Vice President

<PAGE> 1
EXHIBIT 99.1

FIRST NATIONAL FINANCIAL CORPORATION
VICKSBURG, MISSISSIPPI

_______________________________________________________

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On __________, 1994

TO THE STOCKHOLDERS:

Notice is hereby given that a Special Meeting of the stockholders of
First National Financial Corporation, Vicksburg, Mississippi ("FNFC") will be
held at the main office of First National Bank of Vicksburg ("FNBV"), 1301
Washington Street, Vicksburg, Mississippi 39180 on ______________, 1994, at
__________ o'clock _____.m., local time, for the purpose of considering and
voting on the following matters, all as more fully described in the
accompanying Proxy Statement-Prospectus:

(1) Approval of the Merger Agreement, dated as of May 4, 1994,
which provides for the merger of FNFC with and into Trustmark
Corporation and the consolidation of FNBV with Trustmark
National Bank.

(2) Transaction of such other business as may properly come before
the Special Meeting or any adjournments thereof.

Only those stockholders of record at the close of business on
___________, 1994, shall be entitled to notice of and to vote at the Special
Meeting.

BY ORDER OF THE BOARD OF DIRECTORS

Vicksburg, Mississippi
________________, 1994

IMPORTANT NOTICE

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL
MEETING, THE BOARD OF DIRECTORS URGES YOU TO SIGN, DATE AND RETURN AS SOON AS
POSSIBLE THE ENCLOSED PROXY (IN THE STAMPED AND SELF-ADDRESSED ENCLOSED
ENVELOPE).
<PAGE> 2
PROXY

FIRST NATIONAL FINANCIAL CORPORATION
VICKSBURG, MISSISSIPPI

SPECIAL MEETING OF STOCKHOLDERS
__________, 1994

The undersigned hereby appoint(s) __________________,
__________________, and __________________, or any one of them, the true and
lawful attorneys-in-fact for the undersigned, with full power of substitution,
to vote as proxies for the undersigned at a Special Meeting of Stockholders of
First National Financial Corporation ("FNFC") to be held at the main office of
First National Bank of Vicksburg, 1301 Washington Street, Vicksburg,
Mississippi 39180, at _____ o'clock ___.m., local time, on __________, 1994,
and at any and all adjournments thereof, the number of shares which the
undersigned would be entitled to vote if then personally present, for the
following purposes:

1. Approval of the Merger Agreement, dated as of May 4, 1994,
which provides for the merger of FNFC with and into Trustmark Corporation and
the consolidation of First National Bank of Vicksburg with Trustmark National
Bank.

Approve _____ Disapprove _____ Abstain _____

2. Transaction of such other business as may properly come before
the Special Meeting or any adjournments thereof.

Approve _____ Disapprove _____ Abstain _____

THIS PROXY, WHICH IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
FNFC, WILL BE VOTED FOR THE ABOVE PROPOSALS UNLESS A CONTRARY DIRECTION IS
INDICATED, IN WHICH CASE IT WILL BE VOTED AS DIRECTED. IF AUTHORITY IS GRANTED
PURSUANT TO PROPOSAL 2 ABOVE, THE PROXIES INTEND TO VOTE ON ANY OTHER BUSINESS
COMING BEFORE THE SPECIAL MEETING IN ACCORDANCE WITH THE DIRECTION OF A
MAJORITY OF THE BOARD OF DIRECTORS OF FNFC.

Please date the Proxy and sign your name exactly as it appears on the
stock records of FNFC. When shares are held by joint tenants, both should
sign. When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If signed as a corporation, please sign full
corporate name by authorized officer.

_______________________________________
Signature

_______________________________________
Date

_______________________________________
Signature if held jointly

_______________________________________
Date

PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY, USING THE
ENCLOSED ENVELOPE.

<PAGE> 1
EXHIBIT 99.2

TRUSTMARK NATIONAL BANK

NOTICE OF SHAREHOLDERS' MEETING
AND INFORMATION STATEMENT

Trustmark National Bank
Special Meeting of Shareholders

__________, 1994

THIS IS NOT A SOLICITATION OF
PROXIES FOR THE SPECIAL MEETING

Dear Shareholder:

A special meeting of the shareholders of Trustmark National Bank
("Trustmark Bank") will be held in the Basement Floor Auditorium in the main
office of Trustmark Bank located at 248 East Capitol Street, Jackson,
Mississippi 39201 on ____________, 1994, at _____ __.m. local time, for the
purpose of voting upon (i) the proposed consolidation of First National Bank of
Vicksburg, a national banking association ("FNBV") with and into Trustmark
Bank, under the charter of Trustmark Bank, and (ii) amending the Articles of
Association of Trustmark Bank to authorize the issuance of 194,359 additional
shares. As part of the consolidation, each share of the common stock of
Trustmark Bank, other than shares held by Trustmark Corporation ("Trustmark"),
will be converted into 13 shares of the common stock of Trustmark.

The close of business on _______________, 1994, has been established
as the record date for determining the shareholders entitled to notice of and
to vote at the special meeting.

Included with this notice is a Proxy Statement-Prospectus prepared
principally for use in connection with the solicitation of proxies for use at
the special meeting of the shareholders of FNBV's parent, First National
Financial Corporation ("FNFC"). At the FNFC special meeting, FNFC's
shareholders will be asked to vote upon the proposed merger of FNFC with and
into Trustmark. The Proxy Statement-Prospectus describes the proposed merger
of FNFC and Trustmark and the proposed consolidation of FNBV with Trustmark
Bank and gives relevant information about Trustmark, Trustmark Bank, FNFC and
FNBV.

This notice and the enclosed Proxy Statement-Prospectus are for
information purposes only. Trustmark Bank is not soliciting the proxies of its
shareholders in connection with the special meeting.

Approval of the consolidation by Trustmark Bank requires the
affirmative vote of two-thirds of the outstanding shares of Trustmark Bank. On
the record date, there were 2,483,596 shares of
<PAGE> 2
Trustmark Bank common stock issued and outstanding. Trustmark owns 2,473,018
(99.57%) of such shares. An additional 1,415 shares are owned by Trustmark
Bank's directors. Trustmark and the directors of Trustmark Bank intend to
vote in favor of the proposed consolidation. The balance of the outstanding
shares of Trustmark Bank (9,163 shares) are held by approximately 95
shareholders.

Federal law provides dissenters' rights of appraisal to the
shareholders of Trustmark Bank voting against the proposed consolidation. A
more detailed explanation of those rights is included in the Proxy
Statement-Prospectus.

Trustmark Bank believes that the consolidation with FNBV will be
beneficial to Trustmark Bank and the resulting bank.

In connection with the merger of FNFC and Trustmark, Trustmark Bank
will issue 194,359 shares of its common stock to Trustmark in consideration of
Trustmark's issuance of up to 3,600,000 of its shares and $1,100,000 in cash to
FNFC's shareholders. The articles of association of Trustmark Bank will be
amended to authorize the issuance of these additional shares.

By Order of the Board of Directors.

Frank R. Day
Chairman of the Board and Chief
Executive Officer