Item 5.07 Submission of Matters to a Vote of Security Holders

On September 26, 2012, BancTrust Financial Group, Inc. ("BancTrust") held a special meeting of its shareholders (the "Special Meeting") to (i) approve the Agreement and Plan of Reorganization, dated May 28, 2012, by and between Trustmark Corporation ("Trustmark") and BancTrust (the "Merger Agreement"), pursuant to which BancTrust will merge with and into Trustmark Corporation (the "Merger"), and (ii) approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to BancTrust's named executive officers that is based on or otherwise relates to the Merger. Notice of the meeting and proxy solicitation materials were mailed to shareholders of record on or about August 13, 2012. As of the record date of August 10, 2012, there were a total of 17,967,388 shares of BancTrust common stock outstanding and entitled to vote at the Special Meeting. The holders of 14,255,267 shares of BancTrust common stock were present at the Special Meeting, either in person or represented by proxy, constituting a quorum. The items voted on at the Special Meeting and the votes for each proposal were as follows:

Proposal 1 - Approval of the Merger Agreement

The proposal to approve the Merger Agreement was approved by the required affirmative vote of the holders of at least 66 2/3% of the outstanding shares of BancTrust common stock. The number of votes cast by holders of BancTrust common stock for and against this proposal, and the number of abstentions and broker nonvotes on this proposal, were as follows:

For Against Abstentions Broker Nonvotes 13,902,397 119,540 233,380 0

Proposal 2 - Non-Binding Advisory Vote Regarding Executive Compensation

The proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to BancTrust's named executive officers that is based on or otherwise relates to the Merger was approved by the required affirmative vote of a majority of the shares of BancTrust common stock present at the Special Meeting, in person or by proxy. The number of votes cast by holders of BancTrust common stock for and against this proposal, and the number of abstentions and broker nonvotes on this proposal, were as follows:

For Against Abstentions Broker Nonvotes 10,778,567 2,548,038 928,662 0

In connection with the Special Meeting, BancTrust also solicited proxies with respect to a proposal to adjourn the Special Meeting if necessary to solicit additional proxies in favor of the approval of the Merger Agreement (referred to in the proxy materials as Proposal 3). The adjournment proposal was withdrawn and not submitted to the shareholders of BancTrust for approval at the Special Meeting because the holders of BancTrust common stock approved the Merger Agreement by the requisite vote, as disclosed above.

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