ITEM 1. BUSINESS
GENERAL
Trustmark Corporation (the Corporation) is a one-bank holding company which was incorporated under the Mississippi Business Corporation Act on August 5, 1968 and commenced doing business in November 1968. The Corporation's primary business activities are conducted through its wholly-owned subsidiary, Trustmark National Bank (the Bank) and the Bank's wholly-owned subsidiary, Trustmark Financial Services, Inc. (TFSI). The Bank accounts for substantially all of the assets and revenues of the Corporation. Chartered by the State of Mississippi in 1889, it is headquartered in Jackson and is the largest bank in the state. The Corporation also owns all of the stock of F. S. Corporation and First Building Corporation, both nonbank Mississippi corporations. F. S. Corporation and First Building Corporation are primarily dormant and are not considered significant subsidiaries. The Bank offers a variety of deposit, investment and credit products to its customers through a branch network with facilities in 166 locations. The Bank is well established as a provider of depository, credit and cash management services to middle-market and larger businesses. These services range from payroll checking, business checking accounts, corporate savings, secured and unsecured lines of credit and loans to direct deposit payroll, sweep accounts and letters of credit. The Bank also offers MasterCard, VISA, VISA Gold and, beginning in June of 1996, VISA Business credit card services to consumers and merchants throughout Mississippi. In addition, the Trustmark Express Check debit card, which allows customers to access their checking or savings account through any merchant that accepts MasterCard and at any Trustmark Express, Gulfnet or Cirrus automated teller machine (ATM), continues to be very successful. During 1996, the Bank introduced TrustTouch pc, an on-line banking service allowing customers to do their banking around the clock from their homes or offices. Customers may also obtain information about the Bank's services via the Internet by accessing its web site. The Trust Services business unit provides services in three areas: custody, investment management and ancillary services such as a third party fiscal agent. The Investment Services unit provides both institutional and retail customers with quality investment opportunities through its Dealer Bank Department and TFSI. Beginning in 1997, full service brokerage services will be offered at discount prices. As of February 28, 1997, the Corporation and the Bank employed 2,267 full-time equivalent employees.
COMPETITION
The Bank competes with national and state banks in its service areas for all types of depository, credit, investment and trust services. In addition, it competes in its respective service areas with other financial institutions including savings and loan associations, personal loan companies, consumer finance companies, mortgage companies, insurance companies, brokerage firms, investment companies, credit unions and financial service operations of major retailers. All these institutions compete in the areas of interest rates, the availability and quality of services and products, and the pricing of these services and products.
SUPERVISION AND REGULATION
The Corporation is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. As such, the Corporation is required to file an annual report and such additional information as the Board of Governors of the Federal Reserve System may require. The Act requires every bank holding company to obtain the prior approval of the Board of Governors before it may acquire substantially all of the assets of any bank, or ownership or control of any voting shares of any bank, if, after the acquisition, it would own or control, directly or indirectly, more than five percent of the voting shares of the bank. In addition, a bank holding company is generally prohibited from engaging in or acquiring direct or indirect control of voting shares of any company engaged in nonbanking activities. One of the principal exceptions to this prohibition is for activities found by the Board of Governors, by order or regulation, to be closely related to banking or managing or controlling banks "as to be a proper incident thereto." The Board has by regulation determined that a number of activities are closely related to banking within the meaning of the Act. In addition, the Corporation is subject to regulation by the State of Mississippi under its laws of incorporation. The Bank is subject to various requirements and restrictions by federal and state banking authorities, including the Office of the Comptroller of the Currency (OCC) and the Mississippi Department of Banking. Areas subject to regulation include loans, reserves, investments, issuance of securities, establishment of branches, loans to directors, executive officers and their related interests, relationships with correspondent banks, consumer protection and other aspects of operations. In addition, national banks are subject to legal limitations on the amount of earnings they may pay as dividends. The Bank also is insured by, and therefore subject to, the regulations of the Federal Deposit Insurance Corporation (FDIC). Consequently, the Bank is subject to FDIC insurance assessments. The Bank qualifies for the lowest assessment rate of zero per $100 for deposits insured by the Bank Insurance Fund (BIF) and the Savings Insurance Fund (SAIF). The Bank has deposits insured by the SAIF as a result of assisted purchases through the Resolution Trust Corporation during the early 1990's. As a result of the passage of the Deposit Insurance Funds Act on September 30, 1996, the Bank was charged a one-time special assessment during the third quarter of 1996 in order to capitalize the SAIF. Beginning in 1997, the FDIC will assess the Bank only for the purpose of retiring debt of the Financing Corporation (FICO). This assessment will be charged at an annual rate of $.01296 per $100 of BIF deposits and $.0648 per $100 of SAIF deposits. In December 1991, the Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) was enacted. FDICIA substantially revised the depository institution regulatory and funding provisions of the Federal Deposit Insurance Act and made revisions to several other federal banking statutes. Among other things, FDICIA requires banking regulators to take prompt corrective action whenever financial institutions do not meet minimum capital requirements. In addition, FDICIA has created restrictions on capital distributions that would leave a depository institution undercapitalized. In May of 1993, the FDIC adopted the final rule implementing Section 112 of FDICIA. This regulation includes requirements, procedures and interpretive guidelines that mandate new audit and reporting requirements for financial institutions. As a result of these new requirements, certain formal attestations, assertions and documentation must be imposed on existing control structures. This regulation became effective for fiscal years ending after December 31, 1992.
EXECUTIVE OFFICERS OF THE REGISTRANT
The executive officers of Trustmark Corporation (the Registrant) and its bank subsidiary, Trustmark National Bank, including their ages, their positions and their principal occupations for the last five years are as follows:
Frank R. Day, 65, Director, Chairman of the Board, President and Chief Executive Officer, Trustmark Corporation; Chairman of the Board and Chief Executive Officer, Trustmark National Bank since January 1988.
Harry M. Walker, 46, Secretary, Trustmark Corporation since January 1995; President and Chief Operating Officer, Trustmark National Bank since March 1992.
Gerard R. Host, 42, Treasurer, Trustmark Corporation since September 1995; Executive Vice President and Chief Financial Officer, Trustmark National Bank since November 1995.
George R. Day, 61, Executive Vice President and Chief Credit Officer, Trustmark National Bank since November 1991.
Richard E. Horne, 49, Executive Vice President and Chief Lending Officer, Trustmark National Bank since September 1992. Senior Vice President in Lending and Branch Administration, C & S National Bank, Fort Lauderdale, Florida from August 1988 to August 1992.
Thomas W. Mullen, 54, Executive Vice President for Strategic Planning, Trustmark National Bank since November 1991.
William O. Rainey, 57, Executive Vice President and Chief Banking Officer, Trustmark National Bank since November 1991.
All executive officers, with the exception of Richard E. Horne, have held executive or senior management positions with the Corporation or the Bank for more than five years.
STATISTICAL DISCLOSURES
The consolidated statistical disclosures for Trustmark Corporation and subsidiaries are contained in Tables 1 through 12.
TRUSTMARK CORPORATION STATISTICAL DISCLOSURES
TABLE 1 - COMPARATIVE AVERAGE BALANCES - YIELDS AND RATES
The Average Assets and Liabilities table below shows the average balances for all assets and liabilities of the Corporation at year end and the interest income or expense associated with those assets and liabilities. The yields or rates have been computed based upon the interest income or expense for each of the last three years ended (tax equivalent basis - $ in thousands):
Nonaccruing loans have been included in the average loan balances and interest collected prior to these loans having been placed on nonaccrual has been included in interest income. Loan fees included in interest associated with the average loan balances are immaterial. Interest income and average yield on tax-exempt assets have been calculated on a fully tax equivalent basis using a tax rate of 35% for each of the three years presented. Certain reclassifications have been made to the 1995 and 1994 statements to conform to the 1996 method of presentation.
TRUSTMARK CORPORATION STATISTICAL DISCLOSURES (CONTINUED)
TABLE 2 - VOLUME AND YIELD/RATE VARIANCE ANALYSIS
The Volume and Yield/Rate Variance table below shows the change from year to year for each component of the tax equivalent net interest margin separated into the amount generated by volume changes and the amount generated by changes in the yield or rate (tax equivalent basis - $ in thousands):
The change in interest due to both volume and yield/rate has been allocated to change due to volume and change due to yield/rate in proportion to the absolute value of the change in each. Tax-exempt income has been adjusted to a tax equivalent basis using a tax rate of 35% for 1996, 1995 and 1994 . The balances of nonaccrual loans and related income recognized have been included for purposes of these computations.
TRUSTMARK CORPORATION STATISTICAL DISCLOSURES (CONTINUED)
TABLE 3 - SECURITIES AVAILABLE FOR SALE AND SECURITIES HELD TO MATURITY
The table below indicates amortized costs of securities available for sale and held to maturity by type at year end for each of the last three years ($ in thousands):
TABLE 4 - MATURITY DISTRIBUTION AND YIELDS OF SECURITIES AVAILABLE FOR SALE AND SECURITIES HELD TO MATURITY
The following table details the maturities of securities available for sale and held to maturity using amortized cost at December 31, 1996 and the weighted average yield for each range of maturities (tax equivalent basis - $ in thousands):
Due to the nature of mortgage related securities, the actual maturities of these investments can be substantially shorter than their contractual maturity. Management believes the actual weighted average maturity of the entire mortgage related portfolio to be approximately 2.67 years. As of December 31, 1996 the Corporation held securities of one issuer with a carrying value exceeding ten percent of total stockholders' equity. General obligations of the State of Mississippi with a carrying value of $136,117,000 and an approximate fair value of $138,445,000 were held on December 31, 1996. Included in the aforementioned State of Mississippi holdings are bonds with an aggregate carrying value of $19,586,000 and an approximate fair value of $19,849,000 which are known to be prerefunded or escrowed to maturity by U. S. Government securities.
TRUSTMARK CORPORATION STATISTICAL DISCLOSURES (CONTINUED)
TABLE 5 - COMPOSITION OF THE LOAN PORTFOLIO
The table below shows the carrying value of the loan portfolio at the end of each of the last five years ($ in thousands):
TABLE 6 - LOAN MATURITIES AND SENSITIVITY TO CHANGES IN INTEREST RATES
The table below shows the amounts of loans in certain categories outstanding as of December 31, 1996, which, based on the remaining scheduled repayments of principal, are due in the periods indicated ($ in thousands):
The following table shows all loans due after one year classified according to their sensitivity to changes in interest rates ($ in thousands):
TRUSTMARK CORPORATION STATISTICAL DISCLOSURES (CONTINUED)
TABLE 7 - NONPERFORMING ASSETS AND PAST DUE LOANS
The table below shows the Corporation's nonperforming assets and past due loans at the end of each of the last five years ($ in thousands):
Generally, a loan is classified as nonaccrual and the accrual of interest on such loan is discontinued when the contractual payment of principal or interest has become 90 days past due or Management has serious doubts about further collectibility of principal or interest, even though the loan is currently performing. A loan may remain on nonaccrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest credited to income in the current and prior years is reversed against interest income. Interest received on nonaccrual loans is applied against principal. Loans are restored to accrual status when the obligation is brought current or has performed in accordance with the contractual terms for a reasonable period of time and the ultimate collectibility of the total contractual principal and interest is no longer in doubt. Interest which would have been accrued on nonaccrual and restructured loans if they had been in compliance with their original terms is immaterial. In addition, interest income on these loans that was included in net income for the periods presented was immaterial. At December 31, 1996 Management is not aware of any additional credits, other than those identified above, where serious doubts as to the repayment of principal and interest exist. There are no interest-earning assets which would be required to be disclosed above if those assets were loans. The Corporation had no loan concentrations greater than ten percent of total loans other than those loan categories shown in Table 5.
TRUSTMARK CORPORATION STATISTICAL DISCLOSURES (CONTINUED)
TABLE 8 - ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
The table below summarizes the Corporation's loan loss experience for each of the last five years ($ in thousands):
The allowance for loan losses is maintained at a level believed adequate by Management to absorb estimated probable loan losses. Management's periodic evaluation of the adequacy of the allowance is based on the Corporation's past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower's ability to repay (including the timing of future payments), the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions, and other relevant factors. This evaluation is inherently subjective as it requires material estimates including the amounts and timing of future cash flows expected to be received on impaired loans that may be susceptible to significant change.
TRUSTMARK CORPORATION STATISTICAL DISCLOSURES (CONTINUED)
TABLE 9 - ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
The following table is a summary by allocation category of the Corporation's allowance for loan losses at December 31, 1996. These allocations were determined by internal formulas based upon Management's analyses of the various types of risk associated with the Corporation's loan portfolio. A discussion of Management's methodology for performing these analyses follows the table ($ in thousands):
Allocation for pools of risk-rated loans $26,532 Additional allocation for risk-rated loans 1,630 Allocation for selected industries 2,592 General allocation for all other loans 8,648 Allocation for available lines of credit and letters of credit 2,312 Discretionary 21,286 ------- Total $63,000 =======
The allowance for loan losses is maintained at a level which Management and the Board of Directors believe is adequate to absorb estimated losses inherent in the loan portfolio, plus estimated losses associated with off-balance sheet credit instruments such as letters of credit and unfunded lines of credit. The adequacy of the allowance is reviewed quarterly utilizing the criteria specified in the Office of the Comptroller of the Currency's revised Banking Circular 201 as well as additional guidance provided in the Interagency Policy Statement. Loss percentages were uniformly applied to pools of risk-rated loans within the commercial portfolio. These percentages were determined based on migration analysis, previously established floors for each category and economic factors. In addition, relationships of $500,000 or more which were risk-rated Other Loans Especially Mentioned or Substandard and all which were risk-rated Doubtful were reviewed by the Corporation's Internal Asset Review staff to determine if the standard percentages appeared to be sufficient to cover potential loss on each line. In the event that the percentages on any particular lines were determined to be insufficient, additional allocations were made based upon recommendations of lending and asset review personnel. Industry allocations were made based on concentrations of credit within the portfolio as well as arbitrary designation of certain other industries by Management. The general allocation is included in the allowance to cover potential loan losses within portions of the loan portfolio not addressed in the preceeding allocations. The types of loans included in the general allocation were residential mortgage loans, direct and indirect consumer loans, credit card loans and overdrafts. The actual allocation amount was based upon the more conservative estimate of loss experience within these categories during 1996, the historical 5-year moving average for each category, or previously established floors. The amount included in the allocation for lines of credit and letters of credit consists of a percentage of the unused portion of those lines and the amount outstanding in letters of credit. Arbitrary percentages, which were the same as those applied to the funded portions of the commercial and retail loan portfolios, were applied to cover any potential losses in these off-balance sheet categories. The remaining $21,286,000 is discretionary and serves as added protection in the event that any of the above specific components are determined to be inadequate or for issues that cannot or have not been measured on a quantitative basis over a prolonged period of time. Because of the stability shown by the Corporation's level of nonperforming assets, Management estimates that the anticipated amount of net charge-offs for 1997 will be at approximately the same level as 1996. However, because of the imprecision inherent in most estimates of expected credit losses, Management will continue to take a prudent approach in the evaluation of the allowance for loan losses.
TRUSTMARK CORPORATION STATISTICAL DISCLOSURES (CONTINUED)
TABLE 10 - TIME DEPOSITS OF $100,000 OR MORE
The table below shows maturities on outstanding time deposits of $100,000 or more at December 31, 1996 ($ in thousands):
3 months or less $195,625 Over 3 months through 6 months 80,114 Over 6 months through 12 months 49,102 Over 12 months 69,702 -------- Total $394,543 ========
TABLE 11 - SELECTED RATIOS
The following ratios are presented for each of the last three years:
1996 1995 1994 ------ ------ ------ Return on average assets 1.27% 1.23% 1.15% Return on average equity 13.07% 13.23% 13.42% Dividend payout ratio 26.74% 25.73% 25.95% Equity to assets ratio 9.76% 9.26% 8.57%
TABLE 12 - SHORT-TERM BORROWINGS
The table below presents certain information concerning the Corporation's short-term borrowings for each of the last three years ($ in thousands):
ITEM 2.
ITEM 2. PROPERTIES
The Corporation's principal offices are housed in a 14-floor combination office and bank building located in Jackson, Mississippi. This building, along with all other physical properties of the Corporation, are owned by its bank subsidiary. Approximately 155,000 square feet (55%) of the available space in the main office building is allocated to bank use with the remainder occupied by tenants on a lease basis. The Bank also operates 99 full-service branches, 26 limited-service branches and an ATM network which includes 73 ATMs at on-premise locations and 58 ATMs located at off-premise sites. The Bank leases 32 of its 166 total locations with the remainder being owned.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
The information required by this item can be found in Note 10, "Commitments and Contingencies," (page 31) included in the Registrant's 1996 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to the Corporation's shareholders during the fourth quarter of 1996.
PART II
ITEM 5.
ITEM 5.MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Corporation's common stock is listed for trading on the Nasdaq Stock Market. At March 3, 1997 there were approximately 5,248 shareholders of record of the Corporation's common stock. Other information required by this item can be found in Note 12, "Stockholders' Equity," (page 33) and the table captioned "Principal Markets and Prices of the Corporation's Stock" (page 37) included in the Registrant's 1996 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item can be found in the table captioned "Selected Financial Data" (page 36) included in the Registrant's 1996 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information required by this item can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" (pages 38-43) included in the Registrant's 1996 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Consolidated Financial Statements of Trustmark Corporation and Subsidiaries, the accompanying Notes to Consolidated Financial Statements and the Report of Independent Public Accountants are contained in the Registrant's 1996 Annual Report to Shareholders (pages 19-43) and are incorporated herein by reference. The table captioned "Summary of Quarterly Results of Operations" (page 36) is also included in the Registrant's 1996 Annual Report to Shareholders and is incorporated herein by reference.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
There has been no change of accountants within the two-year period prior to December 31, 1996.
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information on the directors of the Registrant can be found in Section II, "Election of Directors," and Section VIII, "Other Information Concerning Directors," contained in Trustmark Corporation's Proxy Statement dated February 14, 1997 and is incorporated herein by reference. Information on the Registrant's executive officers is included in Part I, page 5 of this report.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Information required by this item can be found in Section VI, "Compensation of Executive Officers and Directors," and Section VIII, "Other Information Concerning Directors," contained in Trustmark Corporation's Proxy Statement dated February 14, 1997 and is incorporated herein by reference.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding security ownership of certain beneficial owners and Management can be found in Section IV, "Voting Securities and Principal Holders Thereof," and Section V, "Ownership of Equity Securities by Management," contained in Trustmark Corporation's Proxy Statement dated February 14, 1997 and is incorporated herein by reference. The Registrant knows of no arrangements which may at a subsequent date result in a change in control of the Registrant.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information regarding certain relationships and related transactions can be found in Section VII, "Transactions with Management," contained in Trustmark Corporation's Proxy Statement dated February 14, 1997 and is incorporated herein by reference.
PART IV
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
A-1. Financial Statements
The report of Arthur Andersen LLP, independent auditors, and the following consolidated financial statements of Trustmark Corporation and Subsidiaries are included in the Registrant's 1996 Annual Report to Shareholders and are incorporated into Part II, Item 8 herein by reference:
Report of Independent Public Accountants Consolidated Balance Sheets as of December 31, 1996 and 1995 Consolidated Statements of Income for the Years Ended December 31, 1996, 1995 and 1994 Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 1996, 1995 and 1994 Consolidated Statements of Cash Flows for the Years Ended December 31, 1996, 1995 and 1994 Notes to Consolidated Financial Statements (Notes 1 through 14) Selected Financial Data, Summary of Quarterly Results of Operations, and Principal Markets and Prices of the Corporation's Stock
A-2. Financial Statement Schedules
The schedules to the consolidated financial statements set forth by Article 9 of Regulation S-X are not required under the related instructions or are inapplicable and therefore have been omitted.
A-3. Exhibits
The exhibits listed in the Exhibit Index are filed herewith or are incorporated herein by reference.
B. Reports on Form 8-K
No reports on Form 8-K were filed during the last quarter of the period covered by this report.
C. Exhibits The response to this portion of Item 14 is submitted as a separate section of this report.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
TRUSTMARK CORPORATION
BY: /s/ Frank R. Day BY: /s/ Gerard R. Host ---------------------- ------------------------ Frank R. Day Gerard R. Host Chairman of the Board, Treasurer President and Chief Executive Officer
DATE: March 11, 1997 DATE: March 11, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
DATE: March 11, 1997 BY: -------------------------------------- J. Kelly Allgood, Director
DATE: March 11, 1997 BY: /s/ Reuben V. Anderson -------------------------------------- Reuben V. Anderson, Director
DATE: March 11, 1997 BY: /s/ John L. Black, Jr. --------------------------------------- John L. Black, Jr., Director
DATE: March 11, 1997 BY: /s/ Harry H. Bush --------------------------------------- Harry H. Bush, Director
DATE: March 11, 1997 BY: /s/ Robert P. Cooke III --------------------------------------- Robert P. Cooke III, Director
DATE: March 11, 1997 BY: /s/ Frank R. Day --------------------------------------- Frank R. Day, Principal Executive Officer and Director
DATE: March 11, 1997 BY: /s/ William C. Deviney, Jr. --------------------------------------- William C. Deviney, Jr., Director
DATE: March 11, 1997 BY: /s/ D. G. Fountain, Jr. --------------------------------------- D. G. Fountain, Jr., Director
DATE: March 11, 1997 BY: /s/ C. Gerald Garnett --------------------------------------- C. Gerald Garnett, Director
DATE: March 11, 1997 BY: /s/ Matthew L. Holleman III --------------------------------------- Matthew L. Holleman III, Director
DATE: March 11, 1997 BY: /s/ Fred A. Jones --------------------------------------- Fred A. Jones, Director
DATE: March 11, 1997 BY: /s/ T. H. Kendall III --------------------------------------- T. H. Kendall III, Director
DATE: March 11, 1997 BY: --------------------------------------- Larry L. Lambiotte, Director
DATE: March 11, 1997 BY: /s/ Robert V. Massengill --------------------------------------- Robert V. Massengill, Director
DATE: March 11, 1997 BY: /s/ Donald E. Meiners --------------------------------------- Donald E. Meiners, Director
DATE: March 11, 1997 BY: /s/ William Neville III --------------------------------------- William Neville III, Director
DATE: March 11, 1997 BY: /s/ Richard H. Puckett --------------------------------------- Richard H. Puckett, Director
DATE: March 11, 1997 BY: /s/ Charles W. Renfrow --------------------------------------- Charles W. Renfrow, Director
DATE: March 11, 1997 BY: /s/ Clyda S. Rent --------------------------------------- Clyda S. Rent, Director
DATE: March 11, 1997 BY: /s/ William Thomas Shows --------------------------------------- William Thomas Shows, Director
DATE: March 11, 1997 BY: /s/ Harry M. Walker --------------------------------------- Harry M. Walker, Director
DATE: March 11, 1997 BY: /s/ LeRoy G. Walker, Jr. --------------------------------------- LeRoy G. Walker, Jr., Director
DATE: March 11, 1997 BY: /s/ Paul H. Watson, Jr. --------------------------------------- Paul H. Watson, Jr., Director
DATE: March 11, 1997 BY: --------------------------------------- John C. Wheeless, Jr., Director
DATE: March 11, 1997 BY: /s/ Allen Wood, Jr. --------------------------------------- Allen Wood, Jr., Director
EXHIBIT INDEX
3-a Articles of Incorporation, as amended. Filed as Exhibit 3 to the Corporation's Form 10-K Annual Report for the year ended December 31, 1990, incorporated herein by reference.
3-b Bylaws, as amended. Filed as Exhibit 3-b to the Corporation's Form 10-K Annual Report for the year ended December 31, 1991, incorporated herein by reference.
3-c Articles of Incorporation, as amended. Filed as Exhibit 3-c to the Corporation's Form 10-K Annual Report for the year ended December 31, 1994.
10-a Deferred Compensation Plan for Directors of Trustmark Corporation, as amended. Filed as Exhibit 10 to the Corporation's Form 10-K Annual Report for the year ended December 31, 1991, incorporated herein by reference.
10-b Deferred Compensation Plan for Executive Officers of Trustmark National Bank. Filed as Exhibit 10-b to the Corporation's Form 10-K Annual Report for the year ended December 31, 1993.
10-c Deferred Compensation Plan for Directors of First National Financial Corporation, acquired October 7, 1994. Filed as Exhibit 10-c to the Corporation's Form 10-K Annual Report for the year ended December 31, 1994.
10-d Life Insurance Plan for Executive Officers of First National Financial Corporation, acquired October 7, 1994. Filed as Exhibit 10-d to the Corporation's Form 10-K Annual Report for the year ended December 31, 1994.
10-e Long Term Incentive Plan for key employees of Trustmark Corporation and its subsidiaries, approved March 11, 1997.Filed as Exhibit 10-e to the Corporation's Form 10-K Annual Report for the year ended December 31, 1996.
13 Only those portions of the Registrant's 1996 Annual Report to Shareholders expressly incorporated by reference herein are included in this exhibit and, therefore, are filed as a part of this report on Form 10-K.
27 Financial Data Schedule.
All other exhibits are omitted as they are inapplicable or not required by the related instructions.