2004 Committee Charter : TRMK

The Audit and Finance Committee (the Committee) is a committee of the
Board of Directors. Its primary function is to assist the Board in fulfilling
its oversight responsibilities by monitoring Trustmark's accounting and
financial reporting process, the systems of internal controls that management
and the Board of Directors have established, and the audit process. The
Committee is neither intended nor equipped to guarantee with certainty to the
full Board and shareholders the accuracy and quality of Trustmark's financial
statements and accounting practices. Proper financial reporting, accounting, and
audit functions are collaborative efforts conducted by full-time professionals
dedicated to these purposes. The Committee oversees the work of others involved
in the financial reporting process-management, including the internal auditor,
and the independent accountant - and assesses practices and safeguards, and
encourages procedures that promote accountability on the part of the full-time
Audit and Finance Committee members shall meet the requirements of the
National Association of Securities Dealers and the Securities and Exchange
Commission. The Audit and Finance Committee shall be comprised of three or more
Directors as determined by the Board, each of whom shall be independent
directors, free from any relationship that would interfere with the exercise of
his or her independent judgment. No member of the Committee shall participate in
the preparation of the financial statements of the company or any of its
subsidiaries. Audit and Finance Committee members must not accept any
consulting, advisory, or other compensatory fees from the company other than for
board service, and they must not be an affiliated person of the company. All
members of the Committee shall have a basic understanding of finance and
accounting and be able to read and understand fundamental financial statements,
including Trustmark's balance sheet, income statement and cash flow statement
and at least one member of the Committee shall meet the requirements of an audit
committee financial expert as defined, or the reasons why not will be disclosed.
Audit and Finance Committee members shall be appointed by the Board of
Directors on recommendation of the Executive Committee. If an Audit and Finance
Committee chairperson is not designated or present, the members of the Committee
may designate a chairperson by majority vote of the Committee membership.
The Committee shall meet at least five times annually, or more frequently
as circumstances dictate. The Audit and Finance Committee chairperson shall
prepare or approve an agenda in advance of each meeting. The Committee shall
meet privately on a regular basis with management, the director of the internal
auditing department, the independent accountants, and as a committee to discuss
any matters that the Committee or each of these groups believe should be
discussed. The Committee shall provide an open avenue of communication between
the internal auditors, the independent accountant, management, and the Board of
The Committee shall have the power, including funding, to conduct or
authorize investigations into any matters within the Committee's scope of
responsibilities. The Committee shall be empowered to retain independent
counsel, accountants, or others to assist it in the conduct of any

The Audit and Finance Committee's responsibilities include:

I. Oversight of Trustmark's Audit Activities

A. Recommend to the Board of Directors the independent accountants to
be nominated, approve the compensation of the independent
accountants, evaluate the independent accountants; and where
appropriate, replace the independent accountants.

B. Instruct the independent accountants that they are ultimately
accountable to the Board of Directors and the Audit and Finance
Committee and that they must directly report to the Audit and
Finance Committee.

C. Assure the objectivity and the independence of the internal auditor
and the independent accountants, including a review of management
consulting services and related fees provided by the independent
accountants. Inquire of any other relationships that the independent
accountants might have that would impair their objectivity and
independence. Actively engage in a dialogue with the independent
accountants with respect to any disclosed relationships or services.
Obtain from the independent accountants written disclosures required
by the Independence Standards Board. Establish and monitor adherence
to a pre-approval policy for use of the independent accountant.

D. Review and concur in the appointment, replacement, reassignment,
performance, or dismissal of the director of internal auditing.

E. Consider, in consultation with the independent accountants and the
director of internal auditing, the audit scope and plan of the
internal auditors and the independent accountants. Review and
approve the independent accountants' engagement letter.

F. Review with the director of internal auditing and the independent
accountants the coordination of audit effort to assure completeness
of coverage, reduction of redundant efforts, and the effective use
of audit resources.

G. Consider and review with management and the director of internal
1. Significant findings during the year and management's
responses thereto (including the status of previous audit
2. Any difficulties encountered in the course of their audits,
including any restrictions on the scope of their work or
access to required information.
3. Any changes required in the planned scope of their audit plan.
4. The internal auditing department budget and staffing.
5. The internal auditing department charter.
6. Internal auditing's compliance with The IIA's Standards for
the Professional Practice of Internal Auditing.

H. Inquire of management, the director of internal auditing, and their
independent accountants about significant risks or exposures and
assess the steps that management has taken to minimize such risks to

I. Consider and review with the director of internal auditing and the
independent accountants the adequacy of Trustmark's internal
controls including computerized information system controls and

II. Oversight of Financial Reporting

A. Review with management and the independent accountants at the
completion of the annual examination:
1. Trustmark's annual financial statements and related footnotes.
Discuss critical accounting policies, including an assessment
of management's disclosures.
2. The independent accountants' audit of the financial statements
and his or her report thereon.
3. Any significant findings during the year and management's
responses thereto, including the status of previous audit
4. Any significant changes required in the independent
accountants' audit plan.
5. Any serious difficulties or disputes with management
encountered during the course of the audit.
6. All alternatives within GAAP for material items that were
discussed with management.
7. Other matters related to the conduct of the audit, which are
to be communicated to the Committee under generally accepted
auditing standards.

B. Advise management and the independent accountants that they are
expected to provide a timely analysis of significant current
financial reporting issues and practices.

C. Provide that management and the independent accountants discuss with
the Audit and Finance Committee their judgments about the quality,
not just the acceptability, of Trustmark's accounting principles as
applied in its financial reporting. Inquire as to the consistency of
Trustmark's accounting principles and their application, and the
clarity and completeness of Trustmark's financial statements, which
include related disclosures. Inquire regarding items that have a
significant impact on the representational faithfulness,
verifiability, and neutrality of the accounting information included
in the financial statements.

D. Discuss any items required to be communicated by the independent
accountants prior to filing interim financial statements. Inquire of
any disagreements with management and its resolution quarterly.

E. Review annually with general counsel legal and regulatory matters
that may have a material impact on the financial statements, related
company compliance policies, and programs and reports or inquiries
received from regulators or other governmental agencies.

F. Submit reports as required by the Securities and Exchange Commission
and/or the National Association of Securities Dealers.

G. Establish and review procedures for the receipt, retention, and
treatment of complaints regarding accounting, internal accounting
controls or auditing matters, including procedures for the
confidential, anonymous submission by employees of the company of
concerns regarding questionable accounting or auditing matters.

III. Other Audit and Finance Committee Responsibilities

A. Annually review a summary of Directors' and officers' related
transactions and potential conflicts of interest.

B. Review annually with the director of internal auditing and the
independent accountants the results of their review of Trustmark's
monitoring of compliance with Trustmark's codes of conduct.

C. Consider with management and the independent accountants the
rationale for employing audit firms other than the principal
independent accountant.

D. Maintain minutes and report committee actions to the Board of
Directors with such recommendations as the Committee may deem

E. Annually perform a self-assessment of Audit and Finance Committee

F. Perform such other functions as assigned by law, Trustmark's charter
or bylaws, or the Board.

G. Review and reassess the adequacy of the Committee's charter
annually. The Charter shall be approved by the Board of Directors
and published at least every three years in accordance with SEC