<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to S240.14a-11 (c) or S240.14a-12
[ ] Confidential, for Use of Commission Only
TRUSTMARK CORPORATION
(Name of Registrant as Specified in its Charter)
TRUSTMARK CORPORATION
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0- 11.
1) Title of each class of securities to which transaction applies
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE> 2
TRUSTMARK CORPORATION
POST OFFICE BOX 291 JACKSON, MISSISSIPPI 39205-0291
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 12, 1996
TO THE SHAREHOLDERS:
The annual meeting of the shareholders of Trustmark Corporation, a
Mississippi corporation (the "Corporation"), will be held in Ballroom "A" of
the Ramada Plaza Hotel, located at Interstate 55 North and County Line Road,
Jackson, Mississippi, on Tuesday, March 12, 1996, at 10:00 o'clock A.M., Local
Time, for the following purposes:
1. To elect a board of twenty-five directors to hold office for the
ensuing year and until their successors are elected and have
qualified.
2. To transact such other business as may properly come before the
meeting.
The close of business on January 26, 1996 has been fixed as the record
date for the determination of the shareholders entitled to notice of and to
vote at the annual meeting or any adjournment thereof. The stock transfer
books will not close.
You are urged to sign and return the enclosed proxy as promptly as
possible, whether or not you plan to attend the meeting in person. If you do
attend the meeting, you may then revoke your proxy prior to the voting thereof.
The proxy also may be revoked at any time prior to its exercise by written
notice to the Secretary of the Corporation or by execution of a subsequently
dated proxy.
BY ORDER OF THE BOARD OF DIRECTORS.
/s/ Frank R. Day
-----------------------
Chairman
Dated and Mailed at
Jackson, Mississippi
On or about February 16, 1996
Enclosures: 1) Proxy
2) Business Reply Envelope
3) Annual Report
<PAGE> 3
TRUSTMARK CORPORATION
POST OFFICE BOX 291 JACKSON, MISSISSIPPI 39205-0291
PROXY STATEMENT FOR ANNUAL MEETING OF SHAREHOLDERS
MARCH 12, 1996
I. GENERAL
This proxy statement is furnished in connection with the solicitation by
the Board of Directors of the Corporation of proxies for the annual meeting of
shareholders to be held in Ballroom "A" of the Ramada Plaza Hotel, located at
Interstate 55 North and County Line Road, Jackson, Mississippi, on Tuesday,
March 12, 1996, at 10:00 o'clock A.M., Local Time, and for any adjournment or
adjournments thereof, for the purposes set forth in the foregoing notice of
annual meeting of shareholders.
Any shareholder giving a proxy has the right to revoke it at any time
prior to its exercise on the specific matter to be voted upon by written notice
to the Secretary, by revocation at the meeting, or by execution of a
subsequently dated proxy. All valid proxies received by the Corporation will
be voted in accordance with the instructions indicated in such proxies. If no
instructions are indicated in an otherwise properly executed proxy, it will be
voted for the slate of directors proposed by the Board of Directors.
Shareholders of record at the close of business on January 26, 1996 are
entitled to notice of and to vote at the meeting in person or by proxy. A
majority of the shares outstanding constitute a quorum. On the record date the
Corporation had outstanding 34,910,683 shares of common stock. Except in the
election of directors each share is entitled to one vote, and action on a
matter is approved if the votes cast in favor of the action exceed the votes
cast opposing the action. Abstentions are not counted.
Solicitation of proxies will be primarily by mail. Employees of the
Corporation and its subsidiaries may be used to solicit proxies by means of
telephone, telegraph, or personal contact, but at no additional compensation.
Banks, brokers, trustees, and nominees will be reimbursed for reasonable
expenses incurred in sending proxy materials to the beneficial owners of such
shares. The total cost of the solicitation will be borne by the Corporation.
The Board of Directors is not aware of any matters other than as set forth
herein which are likely to be brought before the meeting. If other matters do
come before the meeting, the persons named in the accompanying proxy or their
substitutes will vote the shares represented by such proxies in accordance with
the recommendations of the Board of Directors of the Corporation.
<PAGE> 4
II. ELECTION OF DIRECTORS
The following slate of twenty-five nominees has been proposed by the Board
of Directors for election at the meeting. The shares represented by the
proxies will, unless authority to vote is withheld, be voted in favor of these
persons. In the election of directors each shareholder may vote his shares
cumulatively by multiplying the number of shares he is entitled to vote by the
number of directors to be elected. This product shall be the number of votes
the shareholder may cast for one nominee or by distributing this number of
votes among any number of nominees. If a shareholder withholds authority for
one or more nominees and does not direct otherwise, the total number of votes
the shareholder is entitled to cast will be distributed equally among the
remaining nominees. Should any of these nominees be unable to accept the
nomination, the votes which otherwise would have been cast for that nominee
will be voted for such other persons as the Board of Directors shall nominate.
Each director is elected to hold office until the next annual meeting of
shareholders and until his successor is elected and qualified. Shareholders
may make nominations at the meeting. The persons who will be elected to the
Board of Directors will be the twenty-five nominees receiving the largest
number of votes.
<PAGE> 5
<TABLE>
<CAPTION>
DIRECTOR OF
BUSINESS EXPERIENCE CORPORATION & DIRECTORSHIPS HELD
NAME AGE DURING THE LAST FIVE YEARS TRUSTMARK SINCE IN OTHER COMPANIES(1)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
J. Kelly Allgood 55 President, Mississippi 1991
Operations, BellSouth
Reuben V. Anderson 53 Partner, Phelps Dunbar, 1980 The Kroger Company
Attorneys BellSouth Corporation
John L. Black, Jr. 56 Chairman and Chief Executive 1990
Officer, The Waverley Group, Inc.
(Owns and Manages Nursing Home
Facilities)
Harry H. Bush 63 President, Bush Construction 1988
Company, Inc. (Road and Bridge
Construction)
Robert P. Cooke III 61 Manages Personal and Family 1991
Investments
Frank R. Day 64 Chairman of the Board, President 1976 BellSouth Tele-
and Chief Executive Officer, communications, Inc.
Trustmark Corporation; Chairman
of the Board and Chief Executive
Officer, Trustmark National Bank
William C. Deviney, Jr. 50 President, Deviney Construction 1995
Company, Inc. (Telecommunications
Construction Company)
D. G. Fountain, Jr. 59 President, Fountain Construction 1980
Company, Inc. (Mechanical and
Electrical Contractors)
C. Gerald Garnett 51 Executive Vice President and 1993
Chief Executive Officer,
Southern Farm Bureau
Casualty Insurance Company and
Southern Farm Bureau Property
Insurance Company
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C> <C> <C>
Matthew L. Holleman III 44 President and Chief Executive 1994
Officer, Mississippi Valley Gas
Company (Natural Gas Distribution)
since October 1993; Executive
Vice President and Treasurer
from 1991 to 1993
Fred A. Jones 60 President, Columbus Manufacturers, 1994
Inc. (Mail Order Distributor);
President, Columbus Marble Works,
Inc. (Manufacturer of Marble and
Granite Monuments and License
Plates) since July 1994; Vice
President until July 1994
T. H. Kendall III 59 President and General Manager, 1971
The Gaddis Farms, Inc. (Farming,
Banking, Oil Production)
Larry L. Lambiotte 48 Co-Owner, Falco Lime, Inc. 1995
(Lime Sales Company)
Robert V. Massengill 56 Chairman of the Advisory Board, 1989
Brookhaven Branch, Trustmark
National Bank since December
1992; President, Brookhaven
Branch, Trustmark National Bank
from August 1987 to December 1992
Donald E. Meiners 60 President, Mississippi Power & 1994 Mississippi Power
Light Company since January 1993; & Light Company
President and Chief Operating
Officer, Mississippi Power & Light
Company from January 1992 to
January 1993; President and Chief
Operating Officer, Louisiana Power
& Light Company/New Orleans Public
Service, Inc. from 1990 to 1991
William Neville III 55 President, The Rogue and Good 1980
Company (Men's Clothing)
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C> <C>
Richard H. Puckett 41 President and General Manager, 1995
Puckett Machinery Company,
(Distributor of Heavy Earth
Moving Equipment) since January
1992; Vice President and General
Manager, Puckett Machinery Company,
from January 1988 to January 1992
Charles W. Renfrow 49 President, Renfrow Supply, Inc. 1995
(Supplier of Commercial and Resi-
dential Construction Material);
President, Renfrow Insulation, Inc.
(Commercial and Residential
Insulation)
Clyda S. Rent 53 President, Mississippi 1994
University for Women
William Thomas Shows 63 General Manager, Pearl River 1987
Valley Electric Power Association
Harry M. Walker 45 Secretary, Trustmark Corporation 1992
since January 1995; President and
Chief Operating Officer, Trustmark
National Bank since March 1992;
Executive Vice President, Trustmark
National Bank, from May 1987 to
March 1992
LeRoy G. Walker, Jr. 46 President, LTM, Inc. 1995
(Owner, McDonald's Franchises)
Paul H. Watson, Jr. 57 President, Farmers Tractor 1989
Company, Inc.
John C. Wheeless, Jr. 55 Senior Partner, Wheeless, Beanland, 1995
Shappley & Bailess, Attorneys
Allen Wood, Jr. 52 President and Chief Executive 1993
Officer, Scientific Tele-
communications, Inc. (Tele-
communications Equipment Sales
and Service)
</TABLE>
(1) Indicates other directorships in companies with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of 1934 or
subject to the requirements of Section 15(d) of that Act or any company
registered as an investment company under the Investment Company Act of
1940.
<PAGE> 8
III. VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
On January 26, 1996, the Corporation had outstanding 34,910,683 shares of
common stock, no par value, owned by approximately 5,300 shareholders. The
following is certain information about shareholders beneficially owning more
than five percent of the outstanding common stock of the Corporation.
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT
OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- -------------------- -------------------- --------
<S> <C> <C>
Capitol Street 2,053,787 5.88%
Corporation (1)
711 West Capitol Street
Jackson, MS 39207
Robert M. Hearin 3,818,692 10.94%
Foundation; Robert M.
Hearin Support
Foundation (2)
711 West Capitol Street
Jackson, MS 39207
Trustmark National 3,932,188 11.26%
Bank (3)
248 East Capitol Street
Jackson, MS 39201
</TABLE>
(1) Includes 12,254 shares owned by a second tier subsidiary.
(2) Includes 191,964 shares owned by the Robert M. Hearin Foundation,
1,436,441 shares owned by the Robert M. Hearin Support Foundation,
2,041,533 shares owned by Capitol Street Corporation, 136,500 shares owned
by Bay Street Corporation and 12,254 shares owned by American Federated
Insurance Company, Inc. which is a second tier subsidiary controlled by
Capitol Street Corporation. Capitol Street Corporation is a 100 percent
owned subsidiary of Galaxie Corporation, which may be deemed to be
controlled by the Robert M. Hearin Support Foundation. Does not include
254,427 shares held in the Mississippi Valley Gas Company pension plan,
since Trustmark National Bank ("Trustmark") has voting and investment
power over these shares. Voting and investment decisions concerning shares
beneficially owned by the Robert M. Hearin Foundation and the Robert M.
Hearin Support Foundation are made by the Foundations' trustees: Robert
M. Hearin, Jr., Matthew L. Holleman III, Daisy S. Blackwell, E.E. Laird,
Jr., Laurie H. McRee and Alan W. Perry.
(3) Includes 1,770,820 shares owned by Trustmark's Profit Sharing and 401(k)
Plan, 145,585 shares held in Trustmark's Employee Stock Purchase Plan,
81,873 shares held in Trustmark's Retirement Plan and 1,933,910 shares
held by Trustmark's Trust Department in various capacities in which
Trustmark has investment or voting discretion. Although Trustmark's Trust
Department has voting and investment discretion with respect to the
1,933,910 shares held in trust, it has declined to exercise this authority
as a matter of policy.
<PAGE> 9
IV. OWNERSHIP OF EQUITY SECURITIES BY MANAGEMENT
The table sets forth the beneficial ownership of the Corporation's common
shares as of January 26, 1996, by persons who are currently serving as
directors, persons nominated for election at the annual meeting and each of the
executive officers named in Section V hereof. Also shown is ownership by all
directors and executive officers of the Corporation as a group. The persons
listed have sole voting and investment power as to all shares except as
indicated. Percent of outstanding shares of common stock owned is not shown
where less than one percent.
<TABLE>
<CAPTION>
AMOUNT AND PERCENT OF
NATURE OF OUTSTANDING
BENEFICIAL SHARES OF
OWNERSHIP OF COMMON STOCK
NAME COMMON STOCK OWNED
- ---------------- ------------- ------------
<S> <C> <C>
J. Kelly Allgood 13,829
Reuben V. Anderson 8,944 (1)
John L. Black, Jr. 276,311 (1)(2)
Harry H. Bush 27,671 (1)
Robert P. Cooke III 61,384
Frank R. Day 1,541,794 (3) 4.42%
William C. Deviney, Jr. 500
D. G. Fountain, Jr. 114,400 (4)
C. Gerald Garnett 717,051 (5) 2.05%
Matthew L. Holleman III 3,837,844 (6) 10.99%
Gerard R. Host 4,923 (1)(7)
Fred A. Jones 223,359 (1)(8)
T. H. Kendall III 183,459 (1)(9)
Larry L. Lambiotte 40,200 (10)
Robert V. Massengill 40,097
Donald E. Meiners 250
Thomas W. Mullen 4,131 (1)(7)
William Neville III 76,040
Richard H. Puckett 120,829 (1)(11)
William O. Rainey 5,464 (7)
Charles W. Renfrow 108,000 (12)
Clyda S. Rent 300
William Thomas Shows 64,710 (1)
Harry M. Walker 11,003 (7)
LeRoy G. Walker, Jr. 500
Paul H. Watson, Jr. 11,100 (1)(13)
John C. Wheeless, Jr. 146,569
Allen Wood, Jr. 9,698 (1)
Above named persons and
executive officers of
Corporation as a group 7,650,360 21.91%
</TABLE>
(1) Includes shares owned by spouse and/or minor children.
(2) Includes 14,500 shares held in a private foundation for which nominee Has
voting and investment authority.
(3) Includes 4,710 shares held for nominee in Trustmark's Employee Stock
Purchase Plan and 132,636 shares owned by a charitable foundation as to
which nominee has one of five votes on investment and voting decisions.
<PAGE> 10
(4) Includes 96,600 shares owned by Fountain Construction Company for which
nominee has voting authority.
(5) Includes 677,551 shares owned by Southern Farm Bureau Casualty Insurance
Company and 36,000 shares owned by Southern Farm Bureau Casualty Insurance
Company Employee Retirement Plan and Trust for which nominee has shared
voting and investment authority.
(6) Includes 19,152 shares owned by nominee and immediate family members and
3,818,692 shares as to which nominee has shared investment and voting
authority as a result of serving as one of six trustees of the Robert M.
Hearin Foundation and the Robert M. Hearin Support Foundation, president
and director of Galaxie Corporation, president and director of Capitol
Street Corporation and president and director of Bay Street Corporation.
These shares are reported as beneficially owned by the Robert M. Hearin
Foundation and the Robert M. Hearin Support Foundation under Section III.
(7) Includes shares held in Trustmark's Employee Stock Purchase Plan.
(8) Includes 17,361 shares owned by Columbus Manufacturers, Inc. and 4,668
shares owned by Quality Products, Inc., for which nominee has investment
and voting authority. Also includes 74,568 shares owned in trusts for
family members for which nominee's wife has voting and investment
authority.
(9) Includes 43,436 shares held as trustee for which nominee has shared voting
and/or investment authority. Also includes 66,028 shares owned by The
Gaddis Farms, Inc. and 38,821 shares owned by Gaddis & McLaurin, Inc. for
which nominee has voting authority.
(10 Includes 6,000 shares owned by Falco Lime, Inc. for which nominee has
voting and/or investment authority.
(11) Includes 45,000 shares owned by Puckett Machinery Company and 30,180
shares held by Puckett Machinery Company Profit Sharing Plan for which
nominee has either sole or shared voting and investment authority.
(12) Includes 6,500 shares held by Renfrow Supply Company Profit Sharing Plan
for which nominee has either sole or shared voting and investment
authority.
(13) Includes 1,000 shares held in an estate for which nominee has voting and
investment authority.
<PAGE> 11
V. COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS
EXECUTIVE COMPENSATION
The following table shows the aggregate compensation for the last three
fiscal years paid by the Corporation and its subsidiary, Trustmark National
Bank, to the Corporation's Chief Executive Officer and to Trustmark's four
highest compensated executive officers where compensation in the form of
salaries and bonuses exceeded $100,000 in 1995. For each named individual,
credited years of service under Trustmark's pension plan is shown below.
Deferred compensation is included as salary in the year earned.
<TABLE>
<CAPTION>
YEARS
NAME AND ALL OTHER OF
PRINCIPAL POSITION YEAR SALARY BONUS(1) COMPENSATION(2) SERVICE
- ------------------- ---- -------- -------- --------------- ---------
<S> <C> <C> <C> <C> <C>
Frank R. Day 1995 $450,000 $300,000 $ 5,746 39
Chairman and Chief 1994 400,000 150,000 5,717
Executive Officer 1993 325,000 162,500 10,644
Harry M. Walker 1995 170,000 70,000 5,716 25
Secretary; 1994 160,000 56,000 5,687
President and Chief 1993 150,000 60,000 9,325
Operating Officer,
Trustmark National Bank
Gerard R. Host 1995 135,000 60,500 5,671 12
Treasurer; 1994 125,000 31,750 5,642
Executive Vice 1993 118,000 35,400 6,775
President and Chief
Financial Officer,
Trustmark National Bank
William O. Rainey 1995 135,500 33,875 5,679 14
Executive Vice 1994 133,000 33,250 5,650
President and Chief 1993 130,000 39,000 7,471
Banking Officer,
Trustmark National Bank
Thomas W. Mullen 1995 123,500 30,875 5,675 13
Executive Vice 1994 121,000 30,250 5,646
President for Strategic 1993 118,000 35,400 6,780
Planning, Trustmark
National Bank
</TABLE>
(1) Includes Business Development Incentive which was awarded in recognition of
special new business development achievements. Amounts paid did not exceed
$500 for any named individual in any year.
(2) Represents contributions under Profit Sharing Plan.
<PAGE> 12
Neither the Corporation nor Trustmark maintains a stock option, SAR, or
similar long-term incentive plan.
Trustmark maintains a noncontributory pension plan ("Plan") for employees
who are 21 years or older and who have completed one year of service with a
prescribed number of hours of credited service. The following table specifies
the estimated benefits payable upon retirement under the Plan to persons in the
following remuneration and years of service classifications:
<TABLE>
<CAPTION>
10 YEAR AVERAGE YEARS OF CREDITED SERVICE
ANNUAL EARNINGS 15 20 25 30 35 40
- --------------- ------ ------ ------ ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
$ 50,000 $11,250 $15,000 $18,750 $22,500 $26,250 $ 30,000
75,000 18,221 24,294 30,368 36,441 42,515 48,140
100,000 26,283 35,044 43,805 52,566 61,327 68,827
125,000 34,346 45,794 57,243 68,691 80,140 89,515
150,000 42,408 56,544 70,680 84,816 98,952 110,202
175,000 42,408 56,544 70,680 84,816 98,952 110,202
200,000 42,408 56,544 70,680 84,816 98,952 110,202
300,000 42,408 56,544 70,680 84,816 98,952 110,202
400,000 42,408 56,544 70,680 84,816 98,952 110,202
</TABLE>
Benefits payable under the Plan are based on a formula that takes into
account the individual's average compensation over the highest consecutive
ten-year period and the number of years of credited service. Subject to the
benefit and compensation limits under federal law, the formula takes into
account all compensation, including salaries and bonuses. For the year 1995,
the compensation limit was $150,000 and the benefit limit was $120,000.
Amounts actually payable pursuant to the Plan are not subject to deduction for
Social Security. The table assumes that the entire service period was
completed under the new benefit formula that is effective for service on or
after January 1, 1989.
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Corporation's Executive Committee serves as the Compensation Committee
and, in such capacity, determines the compensation of the Corporation's
executive officers.
In establishing Mr. Day's salary for 1995, the Committee, without Mr.
Day's involvement, considered various factors. Using the Wyatt Survey of
Financial Institutions as a resource, the Committee considered the salaries of
chief executive officers in 24 financial institutions ("Peer Group") located
in the Southeastern United States with asset levels ranging from approximately
$3 billion to $12.5 billion. The salary established for Mr. Day was
approximately at the median level of the average salaries for the Peer Group.
Four of the bank holding companies included in the Peer Group are in the KBW 50
index and the majority are included in the NASDAQ market index reflected in the
Performance Graph that follows.
In December 1995, the Board of Directors approved a discretionary bonus
pool of $2.0 million. This amount was based upon the Corporation's earnings
for 1995 compared to prior years. After establishing a maximum bonus for
various categories of employees, including the chief executive officer, the
Committee
<PAGE> 13
awarded Mr. Day a bonus of $300,000. In awarding this bonus, the Committee
considered Mr. Day's performance based on various factors including
traditional financial results and indicators such as revenues, expenses,
earnings and qualitative ratios. In addition, regulatory compliance,
competitive position and similar factors in the context of the Corporation's
historical performance and the performance of comparable institutions were
considered. These factors were not assigned specific weights and no specific
quantitative measures of performance were employed by the Committee. The
Committee determined that Mr. Day's performance in 1995 had been exceptional,
providing strong leadership and unique problem solving capabilities to the
organization. Although the Corporation's common stock price rose during 1995,
this was not a factor considered by the Committee in evaluating Mr. Day's
performance and establishing his bonus for 1995.
The Executive Committee established the salaries of the other executive
officers principally based upon Mr. Day's recommendations. The Committee and
Mr. Day also reviewed compensation reported in the Wyatt Survey for similar
positions at comparable financial institutions. Executive officers' salaries
were designed to be at levels necessary to attract and retain qualified
personnel.
Bonuses paid to executive officers were allocated by the Committee based
upon the recommendations of Management and the results of the formal
performance appraisal process which is used in establishing salaries and
allocating bonuses for all bank personnel. Factors considered included
personal development, level of job responsibility, achievement of work goals
and management skills.
EXECUTIVE COMMITTEE
T. H. Kendall III, Chairman
Frank R. Day
D. G. Fountain, Jr.
John W. Head
C. Gerald Garnett
William F. Goodman, Jr.
William Neville III
Ben Puckett
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS
The Executive Committee, which is composed of the persons previously
identified, performed as the Compensation Committee during 1995. Frank R. Day
is the only member of the Committee who is an officer or employee of the
Corporation or its subsidiaries. Mr. Goodman is a partner in a law firm which
was retained by the Corporation and Trustmark during 1995 and which is
anticipated to be retained during 1996. During 1995, no executive officer of
the Corporation or any of its subsidiaries served as a member of the
compensation committee (or other board or committee performing similar
functions) or the board of directors of another entity, one of whose executive
officers served on the Executive Committee or the Board of Directors of the
Corporation.
<PAGE> 14
COMPENSATION OF DIRECTORS
Directors' meetings of the Corporation are held in conjunction with
meetings of the Board of Directors of Trustmark. During 1995, each director
and each committee chairman received $750 and $1,000, respectively, for each
board meeting attended. Members of the Executive Committee were paid $1,875
per month for each committee meeting attended. Pursuant to the Corporation's
Directors Deferred Fee Plan, the Corporation permits nonemployee Directors to
elect annually to defer up to 100% of fees to be earned. Generally, amounts
deferred are payable with interest to the participant in accordance with the
participant's agreement with the Corporation. Members of the Board who are
salaried officers of the Corporation or Trustmark are not paid directors' fees.
PERFORMANCE GRAPH
The following graph compares the Corporation's annual percentage change in
cumulative total return on common shares over the past five years with the
cumulative total return of companies comprising the NASDAQ market value index
and the KBW 50 Total Return Index. The KBW 50 is an industry index prepared by
Keefe, Bruyette and Woods, Inc. and consists of 50 bank holding companies,
including all money-center and most major regional bank holding companies. In
previous years, the Corporation had used a peer group consisting of Bancorp
South, Inc., Deposit Guaranty Corporation and Grenada Sunburst Corporation.
With the acquisition of Grenada Sunburst Corporation by another financial
institution during 1995, the Corporation was unable to use the same peer group
index in its current Performance Graph.
This presentation assumes that $100 was invested in shares of the
relevant issuers on December 31, 1990, and that dividends received were
immediately invested in additional shares. The graph plots the value of the
initial $100 investment at one-year intervals.
FIVE YEAR CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
----------------------FISCAL YEAR ENDING-------------------------
COMPANY 1990 1991 1992 1993 1994 1995
-----------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Trustmark Corp. 100 145.67 245.14 277.42 342.73 457.03
KBW 50 100 158.27 201.68 212.85 201.99 323.52
NASDAQ Market 100 128.38 129.64 155.50 163.26 211.77
</TABLE>
VI. TRANSACTIONS WITH MANAGEMENT
No executive officer, director, nominee, their related entities or
their immediate family members have been indebted to the Corporation, or any
subsidiaries, other than Trustmark, at any time since January 1, 1995. In the
ordinary course of business Trustmark has had, and expects to have in the
future, banking transactions (including loans and other transactions) in excess
of $60,000 with executive officers, directors, nominees, related entities and
immediate family members. Such loans and other banking transactions are made on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons. None of
the loans involved more than the normal risks of collectibility and presented
no other unfavorable features.
<PAGE> 15
During 1995, the estate of Mr. R. M. Hearin, the Robert M. Hearin
Foundation and corporations directly and indirectly controlled by them
(including Bay Street Corporation, Galaxie Corporation, Capitol Street
Corporation, Southland Oil Company and Mississippi Valley Gas Company) loaned
money to Trustmark through the purchase of government securities pursuant to
repurchase agreements. Director Matthew L. Holleman III is affiliated in
various capacities with the aforementioned entities. A total of 1,000
repurchase transactions averaging $1,351,455 was conducted with these parties.
Additionally, these entities engaged in 19 securities purchases averaging
$2,168,137 through Trustmark's Investment Department. Trustmark entered into
18 repurchase transactions averaging $438,932 with Fountain Construction
Company, Inc., which is owned by director D. G. Fountain, Jr. Trustmark
entered into federal funds transactions, securities transactions and reverse
repurchase transactions with Merchants and Planters Bank of Raymond, which is
controlled by director T. H. Kendall III; the Bank of Edwards, controlled
during part of 1995 by Frank R. Day; Smith County Bank, in which Mr. Day has a
significant ownership interest; and Perry County Bank, with which director
Matthew L. Holleman III is affiliated and in which the Robert M. Hearin Support
Foundation has a significant ownership interest. These transactions included
12 securities sales averaging $393,231 to Merchants and Planters Bank of
Raymond, 3 securities purchases averaging $144,326 and 12 reverse repurchase
transactions averaging $454,242 with the Bank of Edwards, 10 securities sales
averaging $672,871 to Smith County Bank and 4 securities sales averaging
$513,382 to Perry County Bank. All transactions with these entities were on
prevailing terms. Other members of Management and their related entities
purchased and sold investment securities through Trustmark Financial Services,
Inc. (a wholly-owned subsidiary of Trustmark) and periodically engaged in
repurchase and other similar transactions with Trustmark; however, these
transactions are not, in the opinion of Management, material to either
Trustmark or the related entities. For the year 1995, Scientific
Telecommunications, Inc., a company controlled by director Allen Wood, Jr., was
paid $144,523 for telecommunications equipment and services.
Reuben V. Anderson is a partner in the law firm of Phelps Dunbar and John
C. Wheeless, Jr. is a partner in the law firm of Wheeless, Beanland, Shappley
and Bailess. Each of these firms was retained by the Corporation or Trustmark
on various legal matters during 1995 and it is anticipated that these firms
will be retained during 1996.
During 1995, Trustmark engaged in business relationships with various
entities in which members of Management have direct and indirect interests.
None of these relationships was considered material to Trustmark or such
entity.
VII. OTHER INFORMATION CONCERNING DIRECTORS
During 1995, the Corporation had an Audit Committee composed of J.
Kelly Allgood, Chairman, Harry H. Bush, Fred A. Jones, Richard H. Puckett,
Paul H. Watson, Jr., Allen Wood, Jr. and Advisory Director William F. Goodman,
Jr. This Committee, which conducts the usual and necessary activities in
connection with the audit functions of the Corporation, held eight meetings
during 1995.
There were thirteen meetings of the Board of Directors held during
1995. Of those directors serving during 1995, none attended fewer than 75
percent of the Board meetings and meetings of those committees of which they
were members except Larry L. Lambiotte,
<PAGE> 16
Clyda S. Rent, Paul H. Watson, Jr., and John C. Wheeless, Jr.
Directors, certain officers of the Corporation and its subsidiaries and
holders of more than 10 percent of the Corporation's outstanding shares are
required to file reports under Section 16 of the Securities Exchange Act of
1934. Federal regulations require disclosure of any failures to file these
reports on a timely basis. The Corporation believes that during 1995 its
officers, directors and greater than 10 percent beneficial owners complied with
all filing requirements with the following exceptions: Director Larry L.
Lambiotte and Advisory Director Davenport Mosby, Jr. each filed late one report
covering one transaction.
VIII. INDEPENDENT PUBLIC ACCOUNTANTS
It is the intention of the Board of Directors to employ the services of
Arthur Andersen LLP, independent accountants for the Corporation during the
most recently completed fiscal year, as independent accountants for the
Corporation for the year 1996. Representatives of Arthur Andersen LLP are
expected to be present at the shareholders' meeting with the opportunity to
make a statement, if they desire to do so, and to be available to respond to
appropriate and proper questions during the period generally allotted for
questions at the meeting.
IX. PROPOSALS OF SHAREHOLDERS
In order for a shareholder proposal to be included in a proxy
statement and form of proxy prepared by the Board of Directors, it must meet
the requirements of Rule 14a-8 of the Securities Exchange Act of 1934 and be
received at the principal executive offices of the Corporation not less than
120 days in advance of the date the previous year's proxy statement and form of
proxy were mailed to shareholders. Thus, a shareholder proposal must be
received before October 20, 1996 in order to be included in the proxy statement
and form of proxy for the 1997 annual meeting.
BY ORDER OF THE BOARD OF DIRECTORS.
/s/ Frank R. Day
----------------------
Chairman
<PAGE> 17
APPENDIX 1
PROXY CARD
TRUSTMARK CORPORATION
POST OFFICE BOX 291 JACKSON, MISSISSIPPI 39205-0291
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHAREHOLDERS ON MARCH 12, 1996.
The undersigned, having received Notice of Meeting and Proxy Statement dated
February 16, 1996, appoint D. G. Fountain, Jr., T. H. Kendall III and William
Neville III and each or any of them as proxies, with full power of substitution
and revocation, to represent the undersigned and to vote all shares of the
Common Stock of Trustmark Corporation which the undersigned is entitled to vote
at the Annual Meeting of the Shareholders of the Corporation to be held on
March 12, 1996, in Ballroom "A" of the Ramada Plaza Hotel, located at
Interstate 55 North and County Line Road, in Jackson, Mississippi, at 10:00
o'clock A.M., Local Time, and any adjournment thereof, as follows:
1. ELECTION OF DIRECTORS
J. Kelly Allgood, Reuben V. Anderson, John L. Black, Jr., Harry H.
Bush, Robert P. Cooke III, Frank R. Day, William C. Deviney, Jr., D.
G. Fountain, Jr., C. Gerald Garnett, Matthew L. Holleman III, Fred A.
Jones, T. H. Kendall III, Larry L. Lambiotte, Robert V. Massengill,
Donald E. Meiners, William Neville III, Richard H. Puckett, Charles
W. Renfrow, Clyda S. Rent, William Thomas Shows, Harry M. Walker,
LeRoy G. Walker, Jr., Paul H. Watson, Jr., John C. Wheeless, Jr. and
Allen Wood, Jr.
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting in accordance with the
decision of the Board of Directors. Management knows of no other matters that
may properly be, or which are likely to be, brought before the meeting.
SEE REVERSE SIDE
<PAGE> 18
(X) Please mark your vote as in this example
When properly executed, this proxy will be voted in the manner directed by
the undersigned shareholder. IF NO DIRECTION IS MADE, THE SHARES WILL BE VOTED
IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS. UNLESS
AUTHORITY IS WITHHELD AS TO A PARTICULAR NOMINEE, THE PROXY WILL BE VOTED FOR
EACH NOMINEE LISTED.
1. Election of Directors (see reverse)
( ) FOR all nominees ( ) WITHHOLD all nominee
( ) FOR, EXCEPT vote withheld from the following nominee(s):
----------------------------------------------------------------------
Please sign exactly as name appears. WHEN SHARES ARE HELD AS JOINT
TENANTS, BOTH MUST SIGN. Trustees, attorneys, executors, administrators,
guardians, and others signing in a representative capacity should indicate the
capacity in which they sign. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership, please sign
in partnership name by authorized person.
Signature Date
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Signature Date
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Please mark, sign, date and return proxy card promptly using the enclosed
envelope.
