Committee Structure

There are six committees that collectively provide guidance on strategic issues, planning and policy making: Audit, Enterprise Risk, Executive, Finance, Human Resources and Nominating & Governance. The committees are comprised solely of independent directors, with the exception of the Executive and Finance Committees. All six committees are joint committees of the Boards of Directors (collectively, the “Board”) of Trustmark Corporation (the “Corporation”) and Trustmark National Bank (the “Bank” and collectively with the Corporation, the “Company”).

Audit Committee
Under the terms of its Charter, the Audit Committee meets at least five times a year and is responsible for, among other things, annual approval of the independent auditors, oversight of audit activities, financial reporting and regulatory compliance. The Committee meets with the independent auditors and the internal auditors without management present on a regular basis.

Enterprise Risk Committee
The Enterprise Risk Committee is responsible for monitoring risks that are being taken by the Company, understanding the enterprise-wide effect of those risks, and reporting such risks to the Board. The Committee is also responsible for monitoring all aspects of the quality of the Bank’s loan portfolio including the risk profile of the portfolio. Additionally, the Committee is responsible for monitoring activities of the Bank’s Wealth Management Group, which includes the fiduciary activities of the Bank’s Trust Department, among other responsibilities.

Executive Committee
The Executive Committee is responsible for acting on behalf of the Board if a matter requires attention between regularly scheduled Board meetings. It also evaluates and makes recommendations to the Board regarding potential material corporate transactions, among other responsibilities.

Finance Committee
The Finance Committee is responsible for monitoring all aspects of the Company’s financial and capital condition as well as monitoring, reviewing and recommending the annual corporate budget. Additionally, the Committee is responsible for monitoring the Bank’s liquidity and interest rate risk profile, among other responsibilities.

Human Resources Committee
The purpose of the Human Resources Committee is to ensure that appropriate policies and practices are in place to facilitate the development of the Company’s associate and management talent, orderly CEO succession, human resources-related social responsibility issues and the setting of management compensation.

Nominating & Governance Committee
The purpose of the Nominating & Governance Committee is to assist the Board in recommending qualified individuals for election or re-election to the Board and for assignment to Board committees, evaluating the annual performance of the Board and its committees, and the responsibility for providing overall guidance on Board and corporate governance processes and operations of the Company.

Committee Structure
The following table shows the current list of Directors and their respective committee membership:

Financial Expert
In accordance with the rules of the SEC, Nasdaq and FDIC, the Board has determined that Tracy T. Conerly and Marcelo Eduardo qualify as an audit committee financial expert