<DOCUMENT>
<TYPE>10-K
<SEQUENCE>1
<FILENAME>f10k_body2003.txt
<DESCRIPTION>TRUSTMARK CORPORATION FORM 10-K 2003
<TEXT>
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-K

(X)  ANNUAL REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES  EXCHANGE
     ACT OF 1934 for the fiscal year ended December 31, 2003
     or
(  ) TRANSITION  REPORT  PURSUANT  TO SECTION  13 OF 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     Commission file number 0-3683

                              TRUSTMARK CORPORATION

             (Exact name of Registrant as specified in its charter)

                 MISSISSIPPI                                    64-0471500
       (State or other jurisdiction of                         (IRS Employer
        incorporation or organization)                    Identification Number)

248 East Capitol Street, Jackson, Mississippi                     39201
   (Address of principal executive offices)                     (Zip Code)

Registrant's telephone number, including area code:           (601)208-5111

           Securities registered pursuant to Section 12(g) of the Act:
Common Stock, no par value                          Nasdaq Stock Market
   (Title of Class)                       (Name of Exchange on Which Registered)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  Registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes(X) No( )

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.( )

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes X No ____

Based on the closing sales price of January 31, 2004, the aggregate market value
of the voting stock held by nonaffiliates of the Registrant was $1,411,642,080.

As of February 20, 2004, there were issued and outstanding  58,267,358 shares of
the Registrant's Common Stock.

                       DOCUMENTS INCORPORATED BY REFERENCE
Portions of the following documents are incorporated by reference to Parts I, II
and III of the  Form  10-K  report:  (1)  Registrant's  2003  Annual  Report  to
Shareholders  (Parts I and II), and (2) Proxy Statement for Registrant's  Annual
Meeting of Shareholders dated March 10, 2004 (Part III).

<PAGE>

                              TRUSTMARK CORPORATION

                                    FORM 10-K


                                      INDEX

PART I

Item 1.    Business
Item 2.    Properties
Item 3.    Legal Proceedings
Item 4.    Submission of Matters to a Vote of Securities Holders

PART II
Item 5.    Market for the Registrant's Common Stock and Related
                Shareholder Matters
Item 6.    Selected Financial Data

Item 7.    Management's Discussion and Analysis of Financial
                Condition and Results of Operations
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk
Item 8.    Financial Statements and Supplementary Data
Item 9.    Changes in and Disagreements with Accountants On Accounting
                and Financial Disclosure
Item 9A.   Controls and Procedures

PART III
Item 10.   Directors and Executive Officers of the Registrant
Item 11.   Executive Compensation
Item 12.   Security Ownership of Certain Beneficial Owners and Management and
                Related Shareholder Matters
Item 13.   Certain Relationships and Related Transactions
Item 14.   Principal Accountant Fees and Services

PART IV
Item 15.   Exhibits, Financial Statement Schedules and Reports on Form 8-K

SIGNATURES

EXHIBIT INDEX

<PAGE>


                                     PART I

ITEM 1.  BUSINESS

GENERAL

Trustmark is a multi-bank holding company headquartered in Jackson, Mississippi,
incorporated under the Mississippi  Business  Corporation Act on August 5, 1968.
Trustmark  commenced doing business in November 1968.  Through its subsidiaries,
Trustmark  operates as a financial services  organization  providing banking and
financial  solutions  to  corporate,   institutional  and  individual  customers
predominantly within the states of Mississippi, Tennessee and Florida.

Trustmark National Bank (TNB), Trustmark's wholly-owned subsidiary, accounts for
substantially  all of the assets and  revenues of  Trustmark.  Chartered  by the
State of Mississippi in 1889, TNB is also headquartered in Jackson, Mississippi.
In  addition  to banking  activities,  TNB  provides  investment  and  insurance
products and services to its customers through three wholly-owned  subsidiaries,
Trustmark  Securities,  Inc.  (formerly  Trustmark  Financial  Services,  Inc.),
Trustmark Investment Advisors, Inc. and The Bottrell Insurance Agency, Inc.

Trustmark  also  engages  in  banking   activities   through  its   wholly-owned
subsidiary,  Somerville  Bank & Trust  Company  (Somerville),  headquartered  in
Somerville,  Tennessee. Somerville was acquired in a business combination during
2001  and  presently  has  five  locations  in  Somerville,  Hickory  Withe  and
Rossville,  Tennessee.  In addition to its banking subsidiaries,  Trustmark also
owns all of the stock of F. S. Corporation and First Building Corporation,  both
inactive   nonbank   Mississippi   corporations.   Neither   Trustmark  nor  its
subsidiaries have any foreign activities. As of December 31, 2003, Trustmark and
its subsidiaries employed 2,356 full-time equivalent employees.

Trustmark  engages in business  through its four reportable  segments:  Consumer
Division,   Commercial  Division,  Wealth  Management  Division  and  Operations
Division. The Consumer Division delivers a full range of banking, investment and
risk  management  products  and  services to  individuals  and small  businesses
through Trustmark's  extensive branch network.  The Commercial Division provides
various financial products and services to corporate and middle-market  clients.
The Wealth Management Division includes trust and fiduciary services,  brokerage
services and services  for private  banking  clients.  The  Operations  Division
consists of  asset/liability  management  activities that include the investment
portfolio and the related gains/losses on sales of securities, as well as credit
risk  management,   bank  operations,   human  resources  and  the  controller's
department.

Consumer Division

The Consumer Division  provides a full range of financial  products and services
to individuals and small business  customers through  Trustmark's 144 offices in
Mississippi,  Tennessee  and  Florida.  The  Consumer  Division  includes  TNB's
insurance,  credit  card and  mortgage  services,  Indirect  Lending  Groups and
Correspondent  Banking Department.  During 2003, Trustmark continued to evaluate
its major retail markets in an effort to effectively position its branch network
within each market.

During 2003,  Trustmark  continued to apply  technology,  innovation and expense
control  to  improve  productivity  and  assist in  managing  profitability  and
customer relationships.  One primary example of the integration of these factors
was the Credit  Process  Redesign  initiative  used to evaluate  and improve the
consumer and business credit  processes.  The goal of this process was to create
an environment that fosters greater customer satisfaction, generates loan growth
and improves  efficiency while maintaining  solid credit quality.  This process,
facilitated  by a  nationally  recognized  management  consulting  firm,  should
streamline  workflow and eliminate  processing  delays and result in timely loan
decisions for Trustmark's customers.

Significant efforts were also devoted to developing a transaction image archive.
This  archive,  which was deployed in 2003,  improved  research  efficiency  and
increased  customer  satisfaction.   It  has  positioned  Trustmark  to  provide
additional    revenue-generating    services   for   consumer   and   commercial
relationships.

Customers may access automated teller machines (ATM) through Trustmark's network
of 179 ATMs in 163 locations in Mississippi,  Tennessee and Florida, in addition
to worldwide  access through other ATM networks such as Plus,  Pulse and Cirrus.
TrustTouch services allow customers to access detailed account information,  via
a toll free number 24 hours a day, and TrustTouchpc services offer customers the
flexibility  to access  account  information  as well as the  ability to process
transactions  24 hours a day via  computer.  TrustTouchWeb  allows  customers to
access their bank accounts from any  Internet-equipped  computer.  TrustTouchWeb
gives  instant  access  to  secured  account  information  around-the-clock  and
provides  the ability to pay bills  electronically  and transfer  funds  between
accounts.  TrustNetWeb,  our  Internet  banking  product for small to  mid-sized
businesses,  provides the same convenience and flexibility as TrustTouchWeb with
additional features tailored specifically for businesses.

<PAGE>

Trustmark  provides  Consumer  Division  customers  with various  personal  loan
products and small  business  loans.  Trustmark also lends to moderate and lower
income  homeowners  through  Community  Reinvestment  Act  programs  such as the
Downpayment Assistance Program and Farmers Home Multi-Family Home Program.

Trustmark  continues  to serve small  businesses  through the  Business  Banking
group, which provides banking,  investment and insurance solutions to businesses
with annual  sales of up to $3 million.  The Bank at Work  program  serves as an
alternative   delivery   channel  that  provides  banking  services  on-site  to
businesses employing over 100 people.

Through Bottrell, TNB's insurance subsidiary, Trustmark provides a full range of
commercial  insurance  products as well as personal life,  health,  property and
casualty  insurance.  During  2002,  Bottrell  was able  expand its  products to
include school,  medical  malpractice and mid-market  business insurance through
the acquisition of Chandler-Sampson Insurance, Inc.

Trustmark's   Correspondent  Banking  Department  maintains  relationships  with
independent  banks  across  the  state,  providing   competitively  priced  cash
management, financing and clearing services. Trustmark's public services bankers
offer cash management  products,  loans and investment services tailored for the
needs of public  entities  such as state  agencies,  municipal  governments  and
school districts.

Commercial Division

The Commercial  Division  provides  various  financial  products and services to
corporate  and  middle-market  clients  through  TNB's  Commercial  Lending  and
Commercial Real Estate groups. Business Advantage is designed to give businesses
a total  package  of  business  savings,  financial  management  and  convenient
services in one comprehensive  package,  when combined with a regular commercial
or small business  checking  account.  To better meet the unique credit needs of
larger businesses,  the Commercial Division has created relationship managers to
work primarily with local middle-market firms,  specialized industries,  as well
as large regional and national firms.

Wealth Management Division

The  Wealth  Management  Division  includes  trust and  fiduciary  services  and
brokerage   services.   With  $6.9  billion  in  assets  under   management   or
administration,  Trustmark  offers a full line of asset management and custodial
services  through its  Personal  Trust,  Employee  Benefit and  Corporate  Trust
groups.  The  Wealth  Management  Division  provides  customized  solutions  for
affluent  customers  by  integrating  investment  management,  estate  planning,
insurance products and private banking.

Included in the Wealth  Management  Division is Trustmark's  proprietary  mutual
fund  family,  The  Performance  Funds.  The six mutual  funds are  designed and
managed by  Trustmark  Investment  Advisor's  investment  professionals  and are
offered  throughout  the  financial  services  division,   including   Trustmark
Securities, Inc., TNB's full service brokerage subsidiary.

Operations Division

The Operations Division consists of internal operations, such as asset/liability
management  activities  including  TNB's  investment  portfolio  and the related
gains/losses  on sales of securities,  as well as credit risk  management,  bank
operations, human resources, marketing and the controller's department.

Additional information on Trustmark's segments can be found in Note 18, "Segment
Information,"  (pages  41-42)  included in  Trustmark's  2003  Annual  Report to
Shareholders and is incorporated herein by reference.

Available Information

Trustmark's  internet  address is  www.trustmark.com.  Trustmark makes available
through this address,  free of charge, its annual report on Form 10-K, quarterly
reports  on Form  10-Q,  current  reports  on Form 8-K and  amendments  to those
reports  filed or furnished  pursuant to Section  13(a) or 15(d) of the Exchange
Act as soon as  reasonably  practicable  after such  material is  electronically
filed, or furnished to, the Securities and Exchange Commission (SEC).

Business Combinations

On August 29,  2003,  Trustmark  acquired  seven  Florida  branches  of The Banc
Corporation of Birmingham,  Alabama, in a business combination  accounted for by
the purchase method of accounting.  These  branches,  known as the Emerald Coast
Division,  serve the markets from Destin to Panama City. In connection  with the
transaction,  Trustmark  paid a $46.8  million  deposit  premium in exchange for
$232.8 million in assets and $209.2  million in deposits and other  liabilities.
Assets  consisted  of $224.3  million in loans,  $6.8  million in  premises  and
equipment and $1.7 million in other assets.  These assets and  liabilities  have
been recorded at fair value based on market conditions and risk  characteristics
at the  acquisition  date.  Loans  were  recorded  at a $1.9  million  discount,
consisting  of a discount for general  credit risk of $3.5  million  offset by a
market premium of $1.6 million. This net discount will be recognized as interest
income over the  estimated  life of the loans.  Excess  costs over  tangible net
assets acquired  totaled $49.5 million,  of which $1.7 million and $47.8 million
have been allocated to core deposits and goodwill, respectively.
<PAGE>

Forward-Looking Statements

Certain statements contained in Trustmark's Management's Discussion and Analysis
of  Financial  Condition  and  Results  of  Operations  are  not  statements  of
historical fact and constitute  forward-looking statements within the meaning of
the Private  Securities  Litigation  Reform Act of 1995.  These  forward-looking
statements  relate to  anticipated  future  operating and financial  performance
measures,  including net interest margin, credit quality,  business initiatives,
growth  opportunities  and  growth  rates,  among  other  things.  Words such as
"expects," "anticipates,"  "believes," "estimates" and other similar expressions
are intended to identify these forward-looking  statements. Such forward-looking
statements are subject to certain risks,  uncertainties and assumptions.  Should
one  or  more  of  these  risks  materialize,  or  should  any  such  underlying
assumptions  prove  to be  significantly  different,  actual  results  may  vary
significantly from those anticipated,  estimated,  projected or expected.  These
risks could cause actual results to differ materially from current  expectations
of Management and include the following:

     o    The level of nonperforming  assets,  charge-offs and provision expense
          can be  affected  by local,  state and  national  economic  and market
          conditions as well as Management's judgments regarding  collectability
          of loans.
     o    Material  changes in market interest rates can materially  affect many
          aspects of Trustmark's  financial condition and results of operations.
          Trustmark is exposed to the  potential of losses  arising from adverse
          changes in market interest rates and prices which can adversely impact
          the  value  of  financial  products,   including  securities,   loans,
          deposits, debt and derivative financial instruments.  Factors that may
          affect the market interest rates include local,  regional and national
          economic conditions;  utilization and effectiveness of market interest
          rate contracts;  and the  availability of wholesale and retail funding
          sources to Trustmark.  Many of these  factors are outside  Trustmark's
          control.
     o    Increases in  prepayment  speeds of mortgage  loans  resulting  from a
          declining  interest rate  environment  will have an impact on the fair
          value of the mortgage servicing  portfolio which can materially affect
          Trustmark's results of operations.
     o    The costs and  effects  of  litigation  and of  unexpected  or adverse
          outcomes in such litigation can materially affect Trustmark's  results
          of operations.
     o    Competition in loan and deposit  pricing,  as well as the entry of new
          competitors   into  our  markets   through  de  novo   expansion   and
          acquisitions,  among other means,  could have an effect on Trustmark's
          operations in our existing markets.
     o    Trustmark is subject to  regulation  by federal  banking  agencies and
          authorities  and the  Securities and Exchange  Commission.  Changes in
          existing  regulations or the adoption of new regulations could make it
          more costly for Trustmark to do business or could force changes in the
          manner  Trustmark  does  business,  which  could  have  an  impact  on
          Trustmark's financial condition or results of operations.

Although   Management   believes  that  the   expectations   reflected  in  such
forward-looking  statements are  reasonable,  it can give no assurance that such
expectations will prove to be correct.  These statements are representative only
as of the date hereof,  and Trustmark  does not assume any  obligation to update
these  forward-looking  statements  or to update the reasons why actual  results
could differ from those projected in the forward-looking statements.

COMPETITION

Changes in regulation,  technology and product delivery systems have resulted in
an increasingly competitive environment.  Trustmark and its subsidiaries compete
with other local,  regional and national  providers of banking,  investment  and
insurance products and services such as other bank holding companies, commercial
and state banks,  savings and loan  associations,  consumer  finance  companies,
mortgage  companies,  insurance  agencies,  brokerage  firms,  credit unions and
financial  service  operations  of major  retailers.  Trustmark  competes in its
markets by offering quality and innovative  products and services at competitive
prices. Within Trustmark's market area, none of the competitors are dominant.
<PAGE>

SUPERVISION AND REGULATION

The following  discussion sets forth certain material elements of the regulatory
framework  applicable  to bank  holding  companies  and their  subsidiaries  and
provides certain specific information relevant to Trustmark.

General

Trustmark is a registered  bank holding  company under the Bank Holding  Company
Act (BHC) of 1956, as amended. As such,  Trustmark and its nonbank  subsidiaries
are subject to the  supervision,  examination and reporting  requirements of the
BHC Act and the regulations of the Federal  Reserve Board. In addition,  as part
of Federal Reserve policy, a bank holding company is expected to act as a source
of  financial  and  managerial  strength  to  subsidiary  banks and to  maintain
resources  adequate to support each subsidiary  bank. The BHC Act requires every
bank holding company to obtain the prior approval of the Federal Reserve before:
(i) it may acquire direct or indirect  ownership or control of any voting shares
of any bank if, after such  acquisition,  the bank holding company will directly
or  indirectly  own or control more than 5.0% of the voting  shares of the bank;
(ii) it or any of its  subsidiaries,  other  than a  bank,  may  acquire  all or
substantially  all  of the  assets  of any  bank;  or  (iii)  it  may  merge  or
consolidate with any other bank holding company.

The BHC Act  further  provides  that the  Federal  Reserve  may not  approve any
transaction  that would result in a monopoly or would be in  furtherance  of any
combination or conspiracy to monopolize or attempt to monopolize the business of
banking  in any  section  of the  United  States,  or the effect of which may be
substantially  to  lessen  competition  or to tend to create a  monopoly  in any
section of the  country,  or that in any other  manner  would be in restraint of
trade,  unless the  anticompetitive  effects  of the  proposed  transaction  are
clearly  outweighed by the public  interest in meeting the convenience and needs
of the community to be served.  The Federal Reserve is also required to consider
the financial and managerial  resources and future prospects of the bank holding
companies and banks  concerned and the convenience and needs of the community to
be served.  Consideration of financial  resources  generally  focuses on capital
adequacy,  and  consideration  of  convenience  and needs  issues  includes  the
parties' performance under the Community Reinvestment Act of 1977.

The BHC Act, as amended by the interstate  banking provisions of the Riegle-Neal
Interstate  Banking and  Branching  Efficiency  Act of 1994  repealed  the prior
statutory  restrictions  on  interstate  acquisitions  of banks by bank  holding
companies,  such that  Trustmark  may now  acquire a bank  located  in any other
state,   regardless   of  state  law  to  the   contrary,   subject  to  certain
deposit-percentage,  aging requirements,  and other restrictions. The Interstate
Bank Branching Act also generally  provided that,  after June 1, 1997,  national
and state-chartered banks may branch interstate through acquisitions of banks in
other states.

In  addition,   bank  holding  companies  generally  may  engage,   directly  or
indirectly,  only in banking and such other  activities as are determined by the
Federal  Reserve  Board to be closely  related  to  banking.  Trustmark  is also
subject to regulation  by the State of  Mississippi  under its general  business
corporation  laws.  In addition to the impact of  regulation,  Trustmark and its
subsidiaries may be affected by legislation which can change banking statutes in
substantial and unexpected ways, and by the actions of the Federal Reserve Board
as it attempts to control the money supply and credit  availability  in order to
influence the economy.

TNB is a national banking  association and, as such, is subject to regulation by
the  Office of the  Comptroller  of the  Currency  (OCC),  the  Federal  Deposit
Insurance Corporation (FDIC) and the Federal Reserve Board. Almost every area of
the operations and financial condition of TNB is subject to extensive regulation
and supervision and to various  requirements and restrictions  under federal and
state law  including  loans,  reserves,  investments,  issuance  of  securities,
establishment of branches,  capital adequacy,  liquidity,  earnings,  dividends,
management   practices   and  the   provision  of  services.   Somerville  is  a
state-chartered commercial bank, subject to regulation primarily by the FDIC and
secondarily by the Tennessee Department of Financial Institutions.

TNB's  nonbanking  subsidiaries  are  subject to a variety of state and  federal
laws. Trustmark Securities, Inc. is subject to supervision and regulation by the
SEC, the National  Association of Securities  Dealers,  Inc.,  state  securities
regulators and the various exchanges through which it conducts business.  TIA, a
registered  investment  advisor, is subject to supervision and regulation by the
SEC and the state of Mississippi.  Bottrell is subject to the insurance laws and
regulations  of the  states in which it is active.  The  Federal  Reserve  Board
supervises Trustmark's nonbanking subsidiaries.

Trustmark is also under the  jurisdiction of the SEC for matters relating to the
offering and sale of its securities.  Trustmark is subject to the disclosure and
regulatory  requirements  of the  Securities  Act of 1933,  as amended,  and the
Securities Exchange Act of 1934, as amended, as administered by the SEC.
<PAGE>

The  Gramm-Leach-Bliley  Financial Services  Modernization Act of 1999 (Act) was
signed into law on November 12, 1999. As a result of the Act,  banks are able to
offer  customers a wide range of financial  products  and  services  without the
restraints  of previous  legislation.  In addition,  bank holding  companies and
other financial services providers have been able to commence new activities and
develop new affiliations  much more readily.  The primary  provisions of the Act
related to the  establishment  of  financial  holding  companies  and  financial
subsidiaries  became  effective on March 11, 2000. The Act  authorizes  national
banks to own or control a "financial subsidiary" that engages in activities that
are not permissible for national banks to engage in directly. The Act contains a
number of provisions  dealing with  insurance  activities by bank  subsidiaries.
Generally,  the Act  affirms  the role of the  states  in  regulating  insurance
activities,  including the insurance  activities  of financial  subsidiaries  of
banks,  but the Act also preempts certain state laws. As a result of the Act, in
2001 TNB elected for Bottrell to become a financial subsidiary. This enables TNB
to engage in  insurance  agency  activities,  through its  financial  subsidiary
Bottrell, at any location.

The Act also  imposed  new  requirements  related  to the  privacy  of  customer
financial information. The Act requires financial institutions to disclose their
information  sharing  policies and  procedures,  and if the  institution  shares
information  with  nonaffiliated  third parties,  the  institution  must provide
customers with the opportunity to "opt out" of the sharing arrangements. The Act
also  prohibits  financial  institutions  from  disclosing a customer's  account
number to nonaffiliated third parties for use in marketing  programs,  including
telemarketing and direct mail programs.  Finally, the Act prohibits most persons
from  obtaining  customer  information  through the use of false,  fictitious or
fraudulent  statements  or  representations.  Trustmark  has complied with these
requirements and recognizes the need for its customers' privacy.

Sarbanes-Oxley Act

The Sarbanes-Oxley Act of 2002,  ("Sarbanes-Oxley")  implements a broad range of
corporate  governance and accounting  measures for public  companies  (including
publicly-held  bank holding  companies  such as  Trustmark)  designed to promote
honesty  and  transparency  in  corporate  America.  Sarbanes-Oxley's  principal
provisions,  many of which have been interpreted through regulations released in
2003,  provide for and  include,  among  other  things:  (i) the  creation of an
independent  accounting  oversight board; (ii) auditor  independence  provisions
that restrict  non-audit  services that  accountants  may provide to their audit
clients;  (iii) additional  corporate  governance and  responsibility  measures,
including the requirement  that the chief executive  officer and chief financial
officer of a public company certify financial statements; (iv) the forfeiture of
bonuses or other  incentive-based  compensation  and profits from the sale of an
issuer's  securities by directors and senior officers in the twelve month period
following  initial  publication of any financial  statements  that later require
restatement;  (v) an increase in the  oversight of, and  enhancement  of certain
requirements  relating to, audit  committees  of public  companies  and how they
interact with the company's independent  auditors;  (vi) requirements that audit
committee members must be independent and are barred from accepting  consulting,
advisory or other  compensatory  fees from the issuer;  (vii)  requirements that
companies  disclose  whether  at least one  member of the audit  committee  is a
`financial  expert'  (as such term is defined by the SEC) and if not  discussed,
why the  audit  committee  does not have a  financial  expert;  (viii)  expanded
disclosure requirements for corporate insiders,  including accelerated reporting
of stock  transactions  by insiders and a prohibition on insider  trading during
pension blackout periods;  (ix) a prohibition on personal loans to directors and
officers,  except  certain  loans  made by  insured  financial  institutions  on
nonpreferential terms and in compliance with other bank regulatory requirements;
(x)  disclosure of a code of ethics and filing a Form 8-K for a change or waiver
of such  code;  and (xi) a range of  enhanced  penalties  for  fraud  and  other
violations.  As required by  Sarbanes-Oxley,  Trustmark  has  complied  with the
requirements  included above. In 2004, Management will test its internal control
structures  which,  when  completed,  will be the basis for  KPMG's  attestation
report on this process.

Capital Adequacy

Trustmark  is subject to capital  requirements  and  guidelines  imposed on bank
holding  companies by the Federal Reserve Board. The OCC imposes similar capital
requirements and guidelines on TNB.  Somerville is not discussed in this section
as it is not a  significant  subsidiary  as  defined by the SEC.  These  capital
guidelines involve quantitative and qualitative measures of assets,  liabilities
and certain off-balance sheet instruments.

Trustmark  and TNB are required to maintain Tier 1 and total capital equal to at
least 4% and 8% of their total risk-weighted assets,  respectively.  At December
31, 2003,  Trustmark  exceeded both  requirements  with Tier 1 capital and total
capital  equal  to  11.03%  and  12.29%  of  its  total  risk-weighted   assets,
respectively.  At December 31, 2003,  TNB also exceeded both  requirements  with
Tier 1  capital  and  total  capital  equal to  10.64%  and  11.90% of its total
risk-weighted assets, respectively.
<PAGE>

The Federal  Reserve Board also  requires  bank holding  companies to maintain a
minimum leverage ratio.  The guidelines  provide for a minimum leverage ratio of
3% for banks and bank holding  companies that meet certain  specified  criteria,
including  having the highest  regulatory  rating.  At December  31,  2003,  the
leverage ratios for Trustmark and TNB were 7.53% and 7.26%, respectively.

Failure to meet minimum capital  requirements  could subject a bank to a variety
of enforcement remedies.  The Federal Deposit Insurance Corporation  Improvement
Act of 1991 (FDICIA), among other things, identifies five capital categories for
insured  depository  institutions.  These include well  capitalized,  adequately
capitalized,  undercapitalized,  significantly  undercapitalized  and critically
undercapitalized.  FDICIA requires banking  regulators to take prompt corrective
action whenever financial institutions do not meet minimum capital requirements.
Failure  to  meet  the  capital  guidelines  could  also  subject  a  depository
institution  to  capital  raising   requirements.   In  addition,  a  depository
institution is generally prohibited from making capital distributions, including
paying  dividends,  or  paying  management  fees  to a  holding  company  if the
institution would thereafter be  undercapitalized.  As of December 31, 2003, the
most recent  notification from the OCC categorized TNB as well capitalized based
on the ratios and guidelines described above.

Trustmark's  wholly-owned   subsidiary,   Trustmark  National  Bank,  has  filed
applications to become a Fed-member,  state-chartered banking institution.  Upon
regulatory  approvals  by the  Mississippi  Department  of Banking and  Consumer
Finance and the Federal Reserve, which are expected to be received by the end of
the first quarter,  the national bank charter will be converted to a Mississippi
charter.  The Federal  Reserve  and the  Mississippi  Department  of Banking and
Consumer  Finance will dually regulate  Trustmark.  Once the conversion has been
completed, the bank will be known as Trustmark Bank.

Payment of Dividends and Other Restrictions

There are  various  legal and  regulatory  provisions  which limit the amount of
dividends TNB can pay to Trustmark without regulatory approval.  Approval of the
OCC is required if the total of all  dividends  declared  in any  calendar  year
exceeds the total of its net income for that year combined with its retained net
income  from  the  preceding  two  years.   TNB  will  have  available  in  2004
approximately  $8.2  million  plus  its  net  income  for  that  year  to pay as
dividends.  In addition,  subsidiary banks of a bank holding company are subject
to certain  restrictions  imposed by the Federal  Reserve Act on  extensions  of
credit  to the  bank  holding  company  or any  of  its  subsidiaries.  Further,
subsidiary  banks of a bank  holding  company are  prohibited  from  engaging in
certain tie-in arrangements in connection with any extension of credit, lease or
sale of property or furnishing of any services to the bank holding company.

FDIC Insurance Assessments

The  deposits  of TNB are insured up to  regulatory  limits set by the FDIC and,
accordingly,  are  subject to deposit  insurance  assessments.  The FDIC has the
authority  to raise or lower  assessment  rates on insured  deposits in order to
achieve  certain  designated  ratios in the Bank  Insurance  Fund  (BIF) and the
Savings Association Insurance Fund (SAIF) and to impose special assessments. The
FDIC  applies  a  risk-based   assessment  system  that  places  each  financial
institution  into one of nine categories based on capital levels and supervisory
evaluations provided to the FDIC by the institution's primary federal regulator.
Each  institution's  insurance  assessment  rate is then  determined by the risk
category in which it is classified.  At December 31, 2003,  TNB's annual BIF and
SAIF assessment rates and Somerville's BIF rate were $0.0154 per $100 of insured
deposits.

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of Trustmark Corporation (the Registrant) and its primary
bank subsidiary,  Trustmark National Bank,  including their ages,  positions and
principal occupations for the last five years are as follows:

Richard G. Hickson, 59
    Trustmark Corporation
       Chairman, President and Chief Executive Officer since April 2002
       President and Chief Executive Officer from May 1997 to April 2002
    Trustmark National Bank
       Chairman and Chief Executive Officer since April 2002
       Vice Chairman and Chief Executive Officer from May 1997 to April 2002

Harry M. Walker, 53
    Trustmark Corporation
       Secretary from September 1995 to April 2002
    Trustmark National Bank
       President - Jackson Metro since January 2004
       President and Chief Operating Officer - Commercial Division from
       September 2002 to January 2004
       President - Commercial Bank from May 2002 to September 2002
       President - General Bank from September 1999 to May 2002
       President and Chief Operating Officer from March 1992 to September 1999
<PAGE>

Gerard R. Host, 49
    Trustmark Corporation
       Treasurer from September 1995 to April 2002
    Trustmark National Bank
       President - General Banking since January 2004
       President and Chief Operating Officer - Consumer Division from
          September 2002 to January 2004
       President - Financial Services Bank from September 1999 to September 2002
       Executive Vice President and Chief Financial Officer from November 1995
          to September 1999

Duane A. Dewey, 45
    Trustmark National Bank
       President - Wealth Management Division since August 2003
    Provident Bank, Cincinnati, Ohio
       Senior Vice President and Managing Director from October 1997 to
          August 2003

Zach L. Wasson, Jr., 50
    Trustmark Corporation
       Treasurer since April 2002
    Trustmark National Bank
       Executive Vice President and Chief Financial Officer since September 1999
       Senior Vice President and Chief Investment Officer from November 1995 to
          September 1999

T. Harris Collier III, 55
    Trustmark Corporation
       Secretary since April 2002
    Trustmark National Bank
       General Counsel since January 1990

Louis E. Greer, 49
    Trustmark Corporation
       Chief Accounting Officer since January 2003
    Trustmark National Bank
       Senior Vice President and Chief Accounting Officer since January 2004
       Senior Vice President and Controller from September 1998 to January 2004
       Vice President and Controller from July 1987 to September 1998

William O. Rainey, 64
    Trustmark National Bank
       Executive Vice President and Chief Banking Officer since November 1991

James S. Lenoir, 61
    Trustmark National Bank
       Executive Vice President and Chief Risk Officer since March 1999
    Deposit Guaranty Corp. and Deposit Guaranty National Bank
       Executive Vice President and Chief Credit Officer from February 1983 to
          April 1998

James M. Outlaw, Jr., 50
    Trustmark National Bank
       Executive Vice President and Chief Information Officer since
          September 1999
       Senior Vice President and Operations Manager from February 1996 to
          September 1999
<PAGE>

STATISTICAL DISCLOSURES

The  consolidated   statistical   disclosures  for  Trustmark   Corporation  and
subsidiaries are contained in the following Tables 1 through 13.

                              TRUSTMARK CORPORATION
                             STATISTICAL DISCLOSURES

TABLE 1 - COMPARATIVE AVERAGE BALANCES - YIELDS AND RATES

The table below shows the average  balances  for all assets and  liabilities  of
Trustmark 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):
<TABLE>
<CAPTION>
                                                                   Years Ended December 31,
                                                  ----------------------------------------------------------
                                                              2003                          2002
                                                  ----------------------------  ----------------------------
                                                   Average              Yield/   Average              Yield/
                                                   Balance    Interest   Rate    Balance    Interest   Rate
                                                  ----------  --------  ------  ----------  --------  ------
<S>                                               <C>         <C>       <C>     <C>         <C>       <C>
Assets
Interest-earning assets:
  Federal funds sold and securities purchased
    under reverse repurchase agreements           $   25,174  $    287   1.14%  $   26,275  $    424   1.61%
  Securities available for sale:
    Taxable                                        1,518,170    45,566   3.00%     885,070    50,426   5.70%
    Nontaxable                                        67,188     5,280   7.86%      81,883     6,522   7.97%
  Securities held to maturity:
    Taxable                                          236,994    19,766   8.34%     588,193    39,136   6.65%
    Nontaxable                                        90,755     7,082   7.80%      89,698     7,120   7.94%
  Loans, net of unearned income                    4,822,350   289,672   6.01%   4,544,611   311,376   6.85%
                                                  ----------  --------          ----------  --------
    Total interest-earning assets                  6,760,631   367,653   5.43%   6,215,730   415,004   6.68%
Cash and due from banks                              296,724                       280,543
Other assets                                         426,157                       421,037
Allowance for loan losses                            (74,890)                      (75,518)
                                                  ----------                    ----------
    Total Assets                                  $7,408,622                    $6,841,792
                                                  ==========                    ==========

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
  Interest-bearing demand deposits                $1,134,243  $ 11,938   1.05%  $  957,410  $ 11,991   1.25%
  Savings deposits                                   832,490     3,429   0.41%     735,885     4,840   0.66%
  Time deposits                                    1,676,700    43,960   2.62%   1,819,130    62,228   3.42%
  Federal funds purchased and securities
    sold under repurchase agreements                 947,050    10,255   1.08%     788,618    12,652   1.60%
  Short-term borrowings                              391,366     6,041   1.54%     384,481     8,206   2.13%
  Long-term FHLB advances                            472,819    13,935   2.95%     327,054    13,849   4.23%
                                                  ----------  --------          ----------  --------
Total interest-bearing liabilities                 5,454,668    89,558   1.64%   5,012,578   113,766   2.27%
Noninterest-bearing demand deposits                1,216,523  --------           1,086,487  --------
Other liabilities                                     62,288                        66,996
Shareholders' equity                                 675,143                       675,731
                                                  ----------                    ----------
    Total Liabilities and Shareholders' Equity    $7,408,622                    $6,841,792
                                                  ==========                    ==========
    Net Interest Margin                                        278,095   4.11%               301,238   4.85%

Less tax equivalent adjustments:
  Investments                                                    4,327                         4,775
  Loans                                                          3,938                         4,277
                                                              --------                      --------
    Net Interest Margin per Annual Report                     $269,830                      $292,186
                                                              ========                      ========
</TABLE>
<PAGE>
<TABLE>
<CAPTION>


                                                     Year Ended December 31,
                                                  ----------------------------
                                                              2001
                                                  ----------------------------
                                                   Average              Yield/
                                                   Balance    Interest   Rate
                                                  ----------  --------  ------
<S>                                               <C>         <C>       <C>
Assets
Interest-earning assets:
  Federal funds sold and securities purchased
    under reverse repurchase agreements           $   24,698  $    921   3.73%
  Securities available for sale:
    Taxable                                        1,078,519    68,174   6.32%
    Nontaxable                                        91,750     7,289   7.94%
  Securities held to maturity:
    Taxable                                          835,946    55,797   6.67%
    Nontaxable                                        90,867     7,269   8.00%
  Loans, net of unearned income                    4,302,485   346,571   8.06%
                                                  ----------  --------
    Total interest-earning assets                  6,424,265   486,021   7.57%
Cash and due from banks                              258,776
Other assets                                         376,469
Allowance for loan losses                            (71,650)
                                                  ----------
    Total Assets                                  $6,987,860
                                                  ==========

Liabilities and Shareholders' Equity
Interest-bearing liabilities:
  Interest-bearing demand deposits                $  795,890  $ 19,864   2.50%
  Savings deposits                                   637,973     7,759   1.22%
  Time deposits                                    1,895,677    98,733   5.21%
  Federal funds purchased and securities
    sold under repurchase agreements               1,117,059    42,390   3.79%
  Short-term borrowings                              495,607    22,167   4.47%
  Long-term FHLB advances                            351,301    18,329   5.22%
                                                  ----------  --------
Total interest-bearing liabilities                 5,293,507   209,242   3.95%
Noninterest-bearing demand deposits                  966,437  --------
Other liabilities                                     72,478
Shareholders' equity                                 655,438
                                                  ----------
    Total Liabilities and Shareholders' Equity    $6,987,860
                                                  ==========
    Net Interest Margin                                        276,779   4.31%

Less tax equivalent adjustments:
  Investments                                                    5,095
  Loans                                                          4,780
                                                              --------
    Net Interest Margin per Annual Report                     $266,904
                                                              ========
</TABLE>

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 2002 and 2001 amounts to conform to the 2003 presentation.
<PAGE>

TABLE 2 - VOLUME AND YIELD/RATE VARIANCE ANALYSIS

The table below shows the change from year to year for each component of the tax
equivalent net interest margin in the amount generated by volume changes and the
amount  generated by changes in the yield or rate (tax  equivalent  basis - $ in
thousands).
<TABLE>
<CAPTION>
                                              2003 Compared to 2002            2002 Compared to 2001
                                           Increase (Decrease) Due To:      Increase (Decrease) Due To:
                                          -----------------------------    -----------------------------
                                                     Yield/                           Yield/
                                          Volume      Rate       Net       Volume      Rate       Net
                                          -------   --------   --------    -------   --------   --------
<S>                                       <C>       <C>        <C>         <C>       <C>        <C>
Interest earned on:
  Federal funds sold and securities
    purchased under reverse repurchase
    agreements                            $   (17)  $   (120)  $   (137)   $    56   $   (553)  $   (497)
  Securities available for sale:
        Taxable                            25,830    (30,690)    (4,860)   (11,473)    (6,275)   (17,748)
        Nontaxable                         (1,153)       (89)    (1,242)      (785)        18       (767)
  Securities held to maturity:
        Taxable                           (27,532)     8,162    (19,370)   (16,494)      (167)   (16,661)
        Nontaxable                             86       (124)       (38)       (94)       (55)      (149)
  Loans, net of unearned income            18,176    (39,880)   (21,704)    18,792    (53,987)   (35,195)
                                          -------   --------   --------    -------   --------   --------
      Total interest-earning assets        15,390    (62,741)   (47,351)    (9,998)   (61,019)   (71,017)

Interest paid on:
  Interest-bearing demand deposits          2,024     (2,077)       (53)     3,472    (11,345)    (7,873)
  Savings deposits                            584     (1,995)    (1,411)     1,059     (3,978)    (2,919)
  Time deposits                            (4,581)   (13,687)   (18,268)    (3,839)   (32,666)   (36,505)
  Federal funds purchased and securities
    sold
    under repurchase agreements             2,218     (4,615)    (2,397)   (10,029)   (19,709)   (29,738)
  Short-term borrowings                       144     (2,309)    (2,165)    (4,186)    (9,775)   (13,961)
  Long-term FHLB advances                   5,038     (4,952)        86     (1,196)    (3,284)    (4,480)
                                          -------   --------   --------    -------   --------   --------
      Total interest-bearing liabilities    5,427    (29,635)   (24,208)   (14,719)   (80,757)   (95,476)
                                          -------   --------   --------    -------   --------   --------
      Change in net interest income on
          a tax equivalent basis          $ 9,963   $(33,106)  $(23,143)   $ 4,721   $ 19,738   $ 24,459
                                          =======   ========   ========    =======   ========   ========
</TABLE>

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 2003,  2002 and 2001. The balances
of  nonaccrual  loans and  related  income  recognized  have been  included  for
purposes of these computations.

TABLE 3 - SECURITIES PURCHASED UNDER REVERSE REPURCHASE AGREEMENTS

The table below presents certain information  concerning  Trustmark's securities
purchased under reverse  repurchase  agreements for each of the last three years
($ in thousands):

                                                      2003      2002      2001
                                                    --------  --------  --------
Securities purchased under reverse
  repurchase agreements:
    Maximum amount outstanding at any month
       end during each period                       $      -  $125,000  $125,000
    Average amount outstanding at end of period     $     23  $  4,887  $  5,543

The  securities   underlying  the  reverse  repurchase   agreements  were  under
Trustmark's control during the periods presented.
<PAGE>

TABLE 4 - 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>
<CAPTION>
                                                             December 31,
                                                 ------------------------------------
                                                    2003         2002         2001
                                                 ----------   ----------   ----------
<S>                                              <C>          <C>          <C>
Securities available for sale
U.S. Treasury and U.S. Government agencies       $  301,857   $  182,219   $  275,250
Obligations of states and political subdivisions     72,243       71,544       94,271
Mortgage-backed securities                        1,382,136      937,753      616,044
Corporate securities                                107,418            -            -
                                                 ----------   ----------   ----------
    Total debt securities                         1,863,654    1,191,516      985,565
Other securities including equity                    75,955       48,299       46,946
                                                 ----------   ----------   ----------
    Total securities available for sale          $1,939,609   $1,239,815   $1,032,511
                                                 ==========   ==========   ==========

Securities held to maturity
Obligations of states and political subdivisions $  142,169   $  153,707   $  184,368
Mortgage-backed securities                           36,181      395,390      607,584
Other securities                                        100          100          100
                                                 ----------   ----------   ----------
    Total securities held to maturity            $  178,450   $  549,197   $  792,052
                                                 ==========   ==========   ==========
</TABLE>

TABLE 5 - 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, 2003,  and the weighted
average  yield  for  each  range  of  maturities  (tax  equivalent  basis - $ in
thousands):
<TABLE>
<CAPTION>
                                                                           Maturing
                                         ------------------------------------------------------------------------------
                                                           After One,           After Five,
                                          Within           But Within           But Within             After
                                         One Year  Yield   Five Years   Yield   Ten Years    Yield   Ten Years    Yield     Total
                                         --------  -----   ----------   -----   -----------  -----   ----------   -----   ----------
<S>                                      <C>       <C>     <C>          <C>     <C>          <C>     <C>
Securities available for sale
U.S. Treasury and U.S.
  Government agencies                    $  1,600  5.86%   $ 300,257    2.61%   $         -      -   $        -       -   $  301,857
Obligations of states and
  political subdivisions                    8,461  8.33%      47,800    7.82%        11,307  5.62%        4,675   6.27%       72,243
Mortgage-backed securities                     87  9.08%      12,523    4.22%       135,518  3.11%    1,234,008   2.63%    1,382,136
Corporate securities                            -      -      72,906    3.45%        34,512  4.02%            -       -      107,418
                                         --------          ---------            -----------          ----------           ----------
    Total debt securities                $ 10,148  7.95%   $ 433,486    3.38%   $   181,337  3.44%   $1,238,683   2.64%    1,863,654
                                         ========          =========            ===========          ==========
Other securities including equity                                                                                             75,955
                                                                                                                          ----------
    Total securities available for sale                                                                                   $1,939,609
                                                                                                                          ==========

Securities held to maturity
Obligations of states and
  political subdivisions                 $  8,829   6.81%  $  44,306    6.86%   $    52,316  7.30%   $   36,718   8.16%   $  142,169
Mortgage-backed securities                      -       -      7,600    6.81%           201  6.10%       28,380   4.76%       36,181
Other securities                              100   7.50%          -        -             -      -            -       -          100
                                         --------          ---------            -----------          ----------           ----------
    Total securities held to maturity    $  8,929   6.82%  $  51,906    6.85%   $    52,517  7.30%   $   65,098   6.68%   $  178,450
                                         ========          =========            ===========          ==========           ==========
</TABLE>

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 2.18 years.

As of December 31, 2003,  Trustmark  did not hold any  securities  of one issuer
with a carrying value exceeding ten percent of total shareholders' equity.
<PAGE>

TABLE 6 - COMPOSITION OF THE LOAN PORTFOLIO

The table below shows the carrying value of the loan portfolio  (including loans
held for sale) at the end of each of the last five years ($ in thousands):
<TABLE>
<CAPTION>
                                                                            December 31,
                                                 ------------------------------------------------------------------
                                                   2003           2002          2001          2000          1999
                                                 ----------    ----------    ----------    ----------    ----------
<S>                                              <C>           <C>           <C>           <C>           <C>
Real estate loans:
  Construction and land development              $  406,257    $  286,500    $  401,744    $  309,532    $  297,231
  Secured by 1-4 family residential properties    1,776,475     1,530,284     1,385,490     1,250,767     1,175,775
  Secured by nonfarm, nonresidential properties     858,708       811,289       703,674       602,920       555,255
  Other real estate loans                           156,524       112,923       103,305        86,046        78,090
Loans to finance agricultural production             30,815        37,452        33,509        38,369        35,412
Commercial and industrial                           787,094       776,510       788,982       819,948       824,017
Loans to individuals for personal expenditures      777,236       828,535       876,582       809,808       841,059
Obligations of states and political subdivisions    173,296       162,644       166,342       164,059       151,759
Loans for purchasing or carrying securities          10,080         4,849        10,691        11,127        16,160
Other loans                                          56,127        66,380        54,047        51,357        40,177
                                                 ----------    ----------    ----------    ----------    ----------
     Loans, net of unearned income               $5,032,612    $4,617,366    $4,524,366    $4,143,933    $4,014,935
                                                 ==========    ==========    ==========    ==========    ==========
</TABLE>

TABLE 7 - 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, 2003,  which,  based on the  remaining  scheduled  repayments of
principal, are due in the periods indicated ($ in thousands):
<TABLE>
<CAPTION>
                                                               Maturing
                                                 ----------------------------------
                                                               One Year
                                                   Within       Through     After
                                                  One Year       Five        Five
                                                   or Less       Years      Years        Total
                                                 ----------    --------    --------    ----------
<S>                                              <C>           <C>         <C>         <C>
Construction and land development                $  276,237    $ 90,061    $ 39,959    $  406,257
Other loans secured by real estate (excluding
  loans secured by 1-4 family residential
  properties)                                       409,197     468,055     137,980     1,015,232
Commercial and industrial                           509,347     251,058      26,689       787,094
Other loans (excluding loans to individuals)        109,461      53,121     107,736       270,318
                                                 ----------    --------    --------    ----------
       Total                                     $1,304,242    $862,295    $312,364    $2,478,901
                                                 ==========    ========    ========    ==========
</TABLE>

The  following  table shows all loans in certain  categories  due after one year
classified  according to their  sensitivity  to changes in interest  rates ($ in
thousands):
<TABLE>
<CAPTION>
                                                                     Maturing
                                                               --------------------
                                                               One Year
                                                                Through     After
                                                                 Five       Five
                                                                 Years      Years        Total
                                                               --------    --------    ----------
<S>                                                            <C>         <C>         <C>
Above loans due after one year which have:
  Predetermined interest rates                                 $772,845    $242,670    $1,015,515
  Floating interest rates                                        89,450      69,694       159,144
                                                               --------    --------    ----------
        Total                                                  $862,295    $312,364    $1,174,659
                                                               ========    ========    ==========
</TABLE>
<PAGE>

TABLE 8 - NONPERFORMING ASSETS AND PAST DUE LOANS

The table below shows Trustmark's nonperforming assets and past due loans at the
end of each of the last five years ($ in thousands):
<TABLE>
<CAPTION>
                                                             December 31,
                                            -----------------------------------------------
                                             2003      2002      2001      2000      1999
                                            -------   -------   -------   -------   -------
<S>                                         <C>       <C>       <C>       <C>       <C>
Loans accounted for on a nonaccrual basis   $23,921   $31,642   $36,901   $15,958   $16,671
Other real estate  (ORE)                      5,929     6,298     5,110     2,280     1,987
                                            -------   -------   -------   -------   -------
    Total nonperforming assets              $29,850   $37,940   $42,011   $18,238   $18,658
                                            =======   =======   =======   =======   =======
Accruing loans past due 90 days or more     $ 2,606   $ 2,946   $ 2,740   $ 2,494   $ 2,043
                                            =======   =======   =======   =======   =======
Nonperforming assets/total loans and ORE      0.59%     0.82%     0.93%     0.44%     0.46%
                                            =======   =======   =======   =======   =======
</TABLE>

A loan is classified  as nonaccrual  and the accrual of interest on such loan is
discontinued  when the contractual  payment of principal or interest  becomes 90
days past due or if Management has serious  doubts about further  collectibility
of principal or interest,  even though the loan is currently performing.  A loan
may remain on accrual 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 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. A loan is considered  impaired  when,  based on current  information  and
events,  it is probable that  Trustmark  will be unable to collect the scheduled
payments of principal or interest when due according to the contractual terms of
the loan  agreement.  The policy for  recognizing  income on  impaired  loans is
consistent with the nonaccrual policy.

As of December  31, 2003,  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.  Trustmark had no
loan  concentrations  greater  than ten  percent of total loans other than those
loan categories shown in Table 6.

Explanation  of the  changes  in  2003  can be  found  in  the  table  captioned
"Nonperforming  Assets" and the  related  discussion  (page 59)  included in the
Registrant's  2003 Annual Report to Shareholders  and is incorporated  herein by
reference.
<PAGE>

TABLE 9 - ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES

The table below summarizes Trustmark's loan loss experience for each of the last
five years ($ in thousands):
<TABLE>
<CAPTION>
                                                                   Years Ended December 31,
                                                        -----------------------------------------------
                                                         2003      2002      2001      2000      1999
                                                        -------   -------   -------   -------   -------
<S>                                                     <C>       <C>       <C>       <C>       <C>
Balance at beginning of period                          $74,771   $75,534   $65,850   $65,850   $66,150
Loans charged off:
  Real estate loans                                      (2,863)   (4,004)   (4,609)   (2,176)   (1,953)
  Loans to finance agricultural production                  (60)      (84)     (288)     (107)     (243)
  Commercial and industrial                              (3,688)   (6,224)   (4,317)   (3,228)   (3,242)
  Loans to individuals for personal expenditures         (9,605)  (11,207)  (10,982)   (9,470)   (7,863)
  All other loans                                        (2,992)   (2,516)   (2,502)   (2,417)   (1,685)
                                                        -------   -------   -------   -------   -------
    Total charge-offs                                   (19,208)  (24,035)  (22,698)  (17,398)  (14,986)
Recoveries on loans previously charged off:
  Real estate loans                                          79        64         6       145       156
  Loans to finance agricultural production                    -         -         -         -         -
  Commercial and industrial                                 735     1,689       721     1,177       791
  Loans to individuals for personal expenditures          5,612     5,156     4,774     3,967     3,319
  All other loans                                         2,516     2,256     2,103     1,708     1,348
                                                        -------   -------   -------   -------   -------
    Total recoveries                                      8,942     9,165     7,604     6,997     5,614
                                                        -------   -------   -------   -------   -------
Net charge-offs                                         (10,266)  (14,870)  (15,094)  (10,401)   (9,372)
Additions to allowance charged to operating expense       9,771    14,107    13,200    10,401     9,072
Other additions to allowance for loan losses                  -         -    11,578         -         -
                                                        -------   -------   -------   -------   -------
Balance at end of period                                $74,276   $74,771   $75,534   $65,850   $65,850
                                                        =======   =======   =======   =======   =======

Percentage of net charge-offs during period to average
  loans outstanding during the period                     0.21%     0.33%     0.35%     0.25%     0.24%
                                                        =======   =======   =======   =======   =======
</TABLE>

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  identified  loan
impairments, Trustmark'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.

TABLE 10 - ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

The following table is a summary by allocation category of Trustmark's allowance
for loan losses at December 31, 2003.  These  allocations  were determined based
upon  Management's  analysis  of the  various  types  of  risk  associated  with
Trustmark's  loan  portfolio.  A  discussion  of  Management's  methodology  for
performing the analysis follows the table ($ in thousands):

Allocation for pools of risk-rated loans                               $36,734
Additional allocation for risk-rated loans                                 701
Allocation for selected industries                                       5,658
General allocation for all other loans                                  17,215
Allocation for available lines of credit and letters of credit           1,880
Unallocated                                                             12,088
                                                                       -------
  Total                                                                $74,276
                                                                       =======
<PAGE>

The  allowance for loan losses is  maintained  at a level  believed  adequate by
Management  to absorb  probable  losses in the loan  portfolio,  in  addition to
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
monthly utilizing the criteria specified in the Office of the Comptroller of the
Currency's Handbook "Allowance for Loan and Lease Losses", as well as additional
guidance  provided in the Interagency  Policy  Statement.  Loss  percentages are
uniformly applied to pools of risk-rated loans within the commercial  portfolio.
These  percentages  are  determined  based  on  migration  analysis,  previously
established  floors  for  each  category  and  economic  factors.  In  addition,
relationships of $500,000 or more which are risk-rated as other loans especially
mentioned or substandard  and all which are risk-rated  doubtful are reviewed by
Trustmark's Asset Review  Department staff to determine if standard  percentages
appear to be sufficient to cover probable losses in each category.  In the event
that the percentages on any particular  lines are determined to be insufficient,
additional  allocations are made based upon  recommendations of lending,  credit
and Asset Review Department personnel.

Industry  allocations  are 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  probable  loan
losses  within  portions of the loan  portfolio  not  addressed in the preceding
allocations.  The  types  of  loans  included  in  the  general  allocation  are
residential  mortgage loans,  direct and indirect  consumer  loans,  credit card
loans and  overdrafts.  The  actual  allocation  amount  is based  upon the more
conservative of either the loss experience  within these  categories  during the
year,  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.  Percentages,  which are the same as those
applied to the funded portions of the commercial and retail loan portfolios, are
applied to cover any potential losses in these off-balance sheet categories.

As the review of the allowance for loan losses involves a significant  degree of
judgment by Management and is imprecise by nature, the unallocated $12.1 million
relates  to issues  that  cannot be  measured  on a  quantitative  basis  over a
prolonged period of time.

TABLE 11 - TIME DEPOSITS OF $100,000 OR MORE

The table below shows  maturities  on  outstanding  time deposits of $100,000 or
more at December 31, 2003 ($ in thousands):

3 months or less                                            $143,223
Over 3 months through 6 months                                92,546
Over 6 months through 12 months                               91,538
Over 12 months                                               127,008
                                                            --------
      Total                                                 $454,315
                                                            ========

TABLE 12 - SELECTED RATIOS

The following ratios are presented for each of the last three years:

                                   2003       2002      2001
                                  ------    -------    ------
Return on average assets           1.60%      1.77%     1.59%
Return on average equity          17.56%     17.93%    16.98%
Dividend payout ratio             34.08%     31.54%    32.27%
Equity to assets ratio             9.11%      9.88%     9.38%

TABLE 13 - SHORT-TERM BORROWINGS

The table below presents certain information  concerning  Trustmark's short-term
borrowings for each of the last three years ($ in thousands):
<TABLE>
<CAPTION>
                                                           2003        2002        2001
                                                        ----------   --------   ----------
<S>                                                     <C>          <C>        <C>
Federal funds purchased and securities sold under
  repurchase agreements:
    Amount outstanding at end of period                 $  928,135   $954,978   $1,037,506
    Weighted average interest rate at end of period          0.91%      1.16%        1.59%
    Maximum amount outstanding at any
      month end during each period                      $1,032,984   $973,261   $1,318,720
    Average amount outstanding during each period       $  947,050   $788,618   $1,117,059
    Weighted average interest rate during each period        1.08%      1.60%        3.79%
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                           2003        2002        2001
                                                        ----------   --------   ----------
<S>                                                     <C>          <C>        <C>
Short-term borrowings:
    Amount outstanding at end of period                 $  621,532   $275,959   $  558,687
    Weighted average interest rate at end of period          1.56%      2.02%        2.32%
    Maximum amount outstanding at any
      month end during each period                      $  648,082   $494,475   $  984,297
    Average amount outstanding during each period       $  391,366   $384,481   $  495,607
    Weighted average interest rate during each period        1.54%      2.13%        4.47%
</TABLE>

ITEM 2. PROPERTIES

Trustmark's  principal  offices  are housed in its  complex  located in downtown
Jackson,  Mississippi  and owned by TNB.  Approximately  214,000 square feet, or
81%, of the available space in the main office building is allocated to bank use
with the remainder occupied by tenants on a lease basis. Trustmark,  through its
two  banking   subsidiaries,   also  operates  119  full-service   branches,  21
limited-service  branches, 4 in-store branches and an ATM network which includes
105 ATMs at  on-premise  locations  and 74 ATMs  located at  off-premise  sites.
Trustmark leases 83 of its 202 locations with the remainder being owned.

ITEM 3. LEGAL PROCEEDINGS

Trustmark  and its  subsidiaries  are parties to lawsuits  and other claims that
arise in the ordinary  course of business.  Some of the lawsuits  assert  claims
related  to the  lending,  collection,  servicing,  investment,  trust and other
business  activities;  and some of the lawsuits  allege  substantial  claims for
damages.  The cases are being  vigorously  contested.  In the regular  course of
business,  Management evaluates estimated losses or costs related to litigation,
and provision is made for anticipated losses whenever  Management  believes that
such losses are probable and can be reasonably  estimated.  At the present time,
Management  believes,  based on the  advice  of legal  counsel,  that the  final
resolution  of pending  legal  proceedings  will not have a  material  impact on
Trustmark's  consolidated financial position or results of operations;  however,
Management  is unable to  estimate a range of  potential  loss on these  matters
because  of the  nature  of the legal  environment  in  states  where  Trustmark
conducts business.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters  submitted to Trustmark's  shareholders  during the fourth
quarter of 2003.

                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER MATTERS

Trustmark's  common stock is listed for trading on the Nasdaq Stock  Market.  At
March 1,  2004,  there  were  approximately  4,300  registered  shareholders  of
Trustmark's common stock.  Other information  required by this item can be found
in Note 14,  "Shareholders'  Equity,"  (pages  36-38)  and the  table  captioned
"Principal  Markets and Prices of  Trustmark's  Stock" (page 45) included in the
Registrant's  2003 Annual Report to Shareholders  and is incorporated  herein by
reference.

ITEM 6. SELECTED FINANCIAL DATA

The  information  required  by this  item can be found  in the  table  captioned
"Selected  Financial  Data" (page 44) included in the  Registrant's  2003 Annual
Report to Shareholders and is incorporated herein by reference.

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" (pages 46-66) included in the  Registrant's  2003 Annual Report to
Shareholders and is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information  required by this item can be found in "Management's  Discussion
and Analysis" (pages 63-66) included in the  Registrant's  2003 Annual Report to
Shareholders and is incorporated herein by reference.

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  2003 Annual
Report to Shareholders  (pages 13-43) and are incorporated  herein by reference.
The table captioned  "Summary of Quarterly  Results of Operations"  (page 45) is
also  included in the  Registrant's  2003 Annual Report of  Shareholders  and is
incorporated herein by reference.
<PAGE>

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
          FINANCIAL DISCLOSURE

On April 9, 2002, the Board of Directors of Trustmark  Corporation  (Trustmark),
based on the  recommendation  of its Audit  Committee,  decided not to renew the
engagement  of  its  independent   public   accountants,   Arthur  Andersen  LLP
(Andersen).  This determination  followed Trustmark's decision to seek proposals
from other independent  accountants to audit Trustmark's  consolidated financial
statements  for the year ending  December 31, 2002. On April 29, 2002, the Board
of Directors of Trustmark,  based on the  recommendation of its Audit Committee,
announced the engagement of KPMG LLP as its  independent  public  accountants to
replace  Andersen.   Subsequent  to  their  engagement,  KPMG  LLP  audited  the
consolidated balance sheets of Trustmark and its subsidiaries as of December 31,
2002 and 2001,  and the related  consolidated  statements of income,  changes in
shareholders'  equity  and cash  flows for each of the  years in the  three-year
period ended December 31, 2002.

During 2001 and 2000 and all subsequent  interim periods prior to April 9, 2002,
there were no  disagreements  between  Trustmark  and  Andersen on any matter of
accounting  principles,  financial  statement  disclosure  or auditing  scope or
procedure which, if not resolved to Andersen's  satisfaction,  would have caused
Andersen to make reference to the matter of the  disagreement in connection with
their  reports.   Andersen's  reports  on  Trustmark's   consolidated  financial
statements for each of the years ended 2001 and 2000, did not contain an adverse
opinion or  disclaimer  of opinion,  nor were they  qualified  or modified as to
uncertainty, audit scope or accounting principles.

Andersen's report on Trustmark's consolidated financial statements for the years
ended  December  31,  2001 and 2000,  dated  January 8,  2002,  was issued on an
unqualified basis in conjunction with the filing of Trustmark's Annual Report on
Form 10-K for the year ended December 31, 2001, filed on March 25, 2002.

None of the reportable  events  described under Item  304(a)(1)(v) of Regulation
S-K occurred  within 2001 and 2000 and all subsequent  interim  periods prior to
April 9, 2002.

Prior to April 29, 2002,  Trustmark  did not consult with KPMG LLP regarding any
of the matters or events set forth in Item  304(a)(2)(i)  and (ii) of Regulation
S-K.

ITEM 9A. CONTROLS AND PROCEDURES

As of the end of the period covered by this report,  an evaluation was performed
under the supervision and with the  participation of Trustmark's Chief Executive
Officer and Treasurer (the Principal  Financial Officer) of the effectiveness of
Trustmark's  disclosure controls and procedures (as defined in Exchange Act Rule
240.13a-15(e)).  Based on that evaluation,  the Chief Executive  Officer and the
Treasurer  have  concluded  that  Trustmark's  current  disclosure  controls and
procedures are effective to ensure that information  required to be disclosed by
Trustmark in the reports that it files or submits under the Securities  Exchange
Act of 1934 is recorded,  processed,  summarized  and reported,  within the time
periods specified in the Securities and Exchange Commission's rules and forms.

There were no changes in Trustmark's  internal control over financial  reporting
that  occurred  during the period  covered by this report  that have  materially
affected,  or are reasonably likely to materially affect,  Trustmark's  internal
control over financial reporting.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information  on the  directors  of the  Registrant  can be found in "Election of
Directors"  and  "Section  16(a)  Beneficial  Ownership  Reporting   Compliance"
contained  in  Trustmark  Corporation's  Proxy  Statement  (pages  5-8  and  11,
respectively)  dated March 10, 2004,  and is  incorporated  herein by reference.
Information on the Registrant's  executive officers is included in Part I, pages
8-9 of  this  report.  Information  on the  Registrant's  Code  of  Conduct  for
directors and senior financial officers is available in the Corporate Governance
section of Trustmark Corporation's website at www.trustmark.com.  Identification
of the Audit  Committee  Financial  Expert  can be found in "Audit  and  Finance
Committee  Report"  contained in the  Trustmark  Corporation's  Proxy  Statement
(pages 15-16) dated March 10, 2004, and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION

Information  required  by this  item can be found in  "Directors'  Compensation"
(page 4) and  "Executive  Compensation"  (pages  11-15)  contained  in Trustmark
Corporation's  Proxy Statement dated March 10, 2004, and is incorporated  herein
by reference.
<PAGE>

ITEM 12.  SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED SHAREHOLDER MATTERS

Information  regarding  security  ownership  of  certain  beneficial  owners and
Management can be found in "Securities  Ownership by Certain  Beneficial  Owners
and Management" contained in Trustmark  Corporation's Proxy Statement (pages 10)
dated March 10, 2004, and is incorporated herein by reference.

The table below represents  compensation  plans under which equity securities of
Trustmark are authorized as of December 31, 2003:
<TABLE>
<CAPTION>
                                                                                 Number of securities
                                                                                  remaining available
                                Number of securities to     Weighted average     for future issuance
                                be issued upon exercise    exercise price of         under equity
                                of outstanding options,   outstanding options,   compensations plans
        Plan Category           warrants and rights (a)   warrants and rights      (excluding (a))
----------------------------    -----------------------   --------------------   --------------------
<S>                                     <C>                      <C>                  <C>
Approved by security holders            1,610,170                $22.41               5,080,924
Not approved by security
  holders                                       -                     -                       -
                                        ---------                ------               ---------
     Total                              1,610,170                $22.41               5,080,924
                                        =========                ======               =========
</TABLE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Information  regarding  certain  relationships  and related  transactions can be
found in  "Transactions  with Management"  contained in Trustmark  Corporation's
Proxy Statement  (page 15) dated March 10, 2004, and is  incorporated  herein by
reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information  regarding  principal  accountant fees and services and pre-approval
policies  for  auditor  services  can be found in "Audit and  Finance  Committee
Report" contained in Trustmark Corporation's Proxy Statement (pages 15-16) dated
March 10, 2004, and is incorporated herein by reference.

                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

A-1.   Financial Statements

The report of KPMG LLP,  independent  auditors,  and the following  consolidated
financial  statements of Trustmark  Corporation and subsidiaries are included in
the Registrant's  2003 Annual Report to Shareholders  and are incorporated  into
Part II, Item 8 herein by reference:

     Independent Auditors' Report
     Consolidated Balance Sheets as of December 31, 2003 and 2002
     Consolidated  Statements  of Income for the Years Ended  December 31, 2003,
        2002 and 2001
     Consolidated  Statements of Changes in  Shareholders'  Equity for the Years
        Ended December 31, 2003, 2002 and 2001
     Consolidated  Statements  of Cash Flows for the Years  Ended  December  31,
        2003, 2002 and 2001
     Notes to Consolidated Financial Statements (Notes 1 through 19)

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.

B.  Reports on Form 8-K

On  October  21,  2003,  Trustmark  filed a report  on Form 8-K  announcing  its
financial results for the period ended September 30, 2003.

On December 9, 2003, Trustmark filed a report on Form 8-K announcing the signing
of a definitive  Branch  Purchase  and  Assumption  Agreement  pursuant to which
Trustmark  National  Bank will  acquire  five  branches of Allied  Houston  Bank
serving the greater Houston market for a $10 million deposit premium.

C.  Exhibits

The exhibits listed in the Exhibit Index are filed herewith or are  incorporated
herein by reference.

<PAGE>
                                   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/ Richard G. Hickson                 BY:    /s/ Zach L. Wasson
       ----------------------                        ------------------
       Richard G. Hickson                            Zach L. Wasson
       Chairman of the Board, President              Treasurer (Principal
       & Chief Executive Officer                     Financial Officer)

DATE:  March 9, 2004                          DATE:  March 9, 2004



BY:    /s/ Louis E. Greer
       ------------------
       Louis E. Greer
       Chief Accounting Officer

DATE:  March 9, 2004

<PAGE>

                                   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 9, 2004                BY:  /s/ J. Kelly Allgood
                                         --------------------
                                         J. Kelly Allgood, Director

DATE:  March 9, 2004                BY:  /s/ Reuben V. Anderson
                                         ----------------------
                                         Reuben V. Anderson, Director

DATE:  March 9, 2004                BY:  /s/ John L. Black, Jr.
                                         ----------------------
                                         John L. Black, Jr., Director

DATE:  March 9, 2004                BY:  /s/ William C. Deviney, Jr.
                                         ---------------------------
                                         William C. Deviney, Jr., Director

DATE:  March 9, 2004                BY:  /s/ C. Gerald Garnett
                                         ---------------------
                                         C. Gerald Garnett, Director

DATE:  March 9, 2004                BY:  /s/ Richard G. Hickson
                                         ----------------------
                                         Richard G. Hickson, Chairman, President
                                         & Chief Executive Officer and Director

DATE:  March 9, 2004                BY:  /s/ Matthew L. Holleman III
                                         ---------------------------
                                         Matthew L. Holleman III, Director

DATE:  March 9, 2004                BY:  /s/ William Neville III
                                         -----------------------
                                         William Neville III, Director

DATE:  March 9, 2004                BY:  /s/ Richard H. Puckett
                                         ----------------------
                                         Richard H. Puckett, Director

DATE:  March 9, 2004                BY:  /s/ Carolyn C. Shanks
                                         ---------------------
                                         Carolyn C. Shanks, Director

DATE:  March 9, 2004                BY:  /s/ Kenneth W. Williams
                                         -----------------------
                                         Kenneth W. Williams, Director

DATE:  March 9, 2004                BY:  /s/ William G. Yates, Jr.
                                         -------------------------
                                         William G. Yates, Jr., Director

<PAGE>
                                  EXHIBIT INDEX

3-a     Articles of Incorporation, as amended, effective April 9, 2002.

3-b     Bylaws, as amended, effective January 21, 2003.

10-a    Deferred Compensation Plan for Executive Officers of Trustmark National
        Bank. Filed as Exhibit 10-b to Trustmark's Form 10-K Annual Report for
        the year ended December 31, 1993, incorporated herein by reference.

10-b    Deferred Compensation Plan for Directors of First National Financial
        Corporation acquired October 7, 1994. Filed as Exhibit 10-c to
        Trustmark's Form 10-K Annual Report for the year ended December 31,
        1994, incorporated herein by reference.

10-c    Life Insurance Plan for Executive Officers of First National Financial
        Corporation acquired October 7, 1994. Filed as Exhibit 10-d to
        Trustmark's Form 10-K Annual Report for the year ended December 31,
        1994, incorporated herein by reference.

10-d    Long Term Incentive Plan for key employees of Trustmark Corporation and
        its subsidiaries approved March 11, 1997. Filed as Exhibit 10-e to
        Trustmark's Form 10-K Annual Report for the year ended December 31,
        1996, incorporated herein by reference.

10-e    Deferred Compensation Plan for Directors of Trustmark National Bank, as
        amended. Filed as Exhibit 10-i to Trustmark's Form 10-K Annual Report
        for the year ended December 31, 1999, incorporated herein by reference.

10-f    Deferred Compensation Plan for Executives of Trustmark National Bank,
        as amended. Filed as Exhibit 10-j to Trustmark's Form 10-K Annual
        Report for the year ended December 31, 1999, incorporated herein by
        reference.

10-g    Trustmark Corporation Deferred Compensation Plan effective January 1,
        2002. Filed as Exhibit 10-a to Trustmark's Form 10-Q Quarterly Report
        for the quarterly period ended March 31, 2002, incorporated herein by
        reference.

10-h    Amended and Restated Employment Agreement between Trustmark Corporation
        and Richard G. Hickson dated March 12, 2002. Filed as Exhibit 10-b to
        Trustmark's Form 10-Q Quarterly Report for the quarterly period ended
        March 31, 2002, incorporated herein by reference.

10-i    Amended and Restated Change in Control Agreement between Trustmark
        Corporation and Gerard R. Host dated March 12, 2002. Filed as Exhibit
        10-c to Trustmark's Form 10-Q Quarterly Report for the quarterly period
        ended March 31, 2002, incorporated herein by reference.

10-j    Amended and Restated Change in Control Agreement between Trustmark
        Corporation and Harry M. Walker dated March 12, 2002. Filed as Exhibit
        10-d to Trustmark's Form 10-Q Quarterly Report for the quarterly period
        ended March 31, 2002, incorporated herein by reference.

13      Only those portions of the Registrant's 2003 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.

21      List of Subsidiaries.

23      Consent of KPMG LLP.

31-a    Certification by Chief Executive Officer pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002.

31-b    Certification by Chief Financial Officer pursuant to Section 302 of the
        Sarbanes-Oxley Act of 2002.

32-a    Certification by Chief Executive Officer pursuant to 18 U.S.C. ss. 1350.

32-b    Certification by Chief Financial Officer pursuant to 18 U.S.C. ss. 1350.

All other exhibits are omitted,  as they are inapplicable or not required by the
related instructions.

</TEXT>
</DOCUMENT>
