Slide 1: Acquisition of BancTrust Financial Group, Inc.
People you trust. Advice that works. iB rustmark Banking and Financial Solutions Acquisition of BancTrust Financial Group, Inc. Mobile, AL May 29, 2012
Slide 2: Forward-Looking Statements
Forward-Looking Statements This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by words such as "may," "hope," “will,” "should," “expect,” “plan,” “anticipate,” "intend," "believe,"
Slide 3: Investment Highlights
Investment Highlights Strategically Compelling and Financially Attractive v Exceptional opportunity to expand footprint into attractive Alabama markets and increase scale in existing Florida franchise v Immediately accretive to operating EPS Y Credit risk is well understood and manageable; loans and
Slide 4: BancTrust Financial Group
@. BancTrust. Y¥ 26-year-old bank holding company headquartered in Mobile, AL Financial Group, Inc. * 314 largest bank headquartered in Alabama ¥ As of March 31, 2012 * $2.0billion in assets * $1.3 billion in loans © $1.8 billion in deposits * $900 million in trust account assets * 40 offices in Ala
Slide 5: Transaction Summary
Transaction Summary Fixed exchange ratio of 0.125 shares of Trustmark per BancTrust common share Represents approximately $3.08 per BancTrust share’ Aggregate common stock consideration to BancTrust shareholders of $55.4 million * Taxfree exchange BancTrust preferred stock and warrant issued to U.S.
Slide 6: Strategic Rationale
Strategic Rationale ¥ Significant opportunity to generate additional revenue and leverage Trustmark’s operating platform ¥ Ability to deliver Trustmark’s full suite of banking, mortgage banking, wealth management and insurance services to BancTrust's markets Pro Forma Branch Map Pro Forma Deposit Ma
Slide 7: Mobile, Alabama; Central & South Alabama; Florida Panhandle
Mobile, Alabama ¥ Primary market drivers include aerospace, logistics, steel manufacturing, medicine and education ¥ Large employers in the region include Mobile Infirmary Medical Center, University of South Alabama, Austal USA, ThyssenKrupp Steel USA and ST Mobile Aerospace Engineering Central & So
Slide 8: Deposit Composition
Deposit Composition & Trustmark March 31, 2012 usm Sin v Opportunities to... rust Deposit Compositi Total Deposits: $1,791 Noninterest ; Bearing Demand, * Reduce cost of deposits $270 * Optimize retail distribution network * Improve deposit mix Time, $823 * Provide broader range of financial Interes
Slide 9: Due Diligence Process
Due Diligence Process ¥ Conducted comprehensive and extensive diligence covering credit, financial and regulatory matters ¥ Reviewed 82% of the commercial portfolio and 18% of the consumer portfolio for total coverage of 68% of total loans; reviewed 97% of non-accrual loans ¥ Trustmark senior lender
Slide 10: BancTrust Geographic Loan Composition
BancTrust Geographic Loan Composition @ Teustmark March 31, 2012 sons Total: $1,257 Total: $263 Northwest Florida, $214 Northwest Mobile,$99 Florida, $110 Mobile, $653 Central Alabama, $389 Central Alabama, $54 Source: Company documents 10
Slide 11: Trustmark has a proven record of managing real estate loans
Y Trustmark has a proven record of managing real estate loans in a challenging environment Y Dedicated asset resolution team already in place | Nonperforming Loans By Type | Nonperforming Loans By Region Total: $104 Total: $104 C81, $4_ Consumer. $1 Other, $2 Mobile, $13, CRE,S17 A Central Alabama,
Slide 12: Summary
Summary v Strategically compelling — exceptional opportunity to expand footprint into attractive Alabama markets and increase scale in existing Florida franchise v Financially attractive °¢ Immediately accretive to operating EPS * Price represents 5.3 times projected 2013 core income of $20.0 millio
Slide 13: Supplemental Information: BancTrust Branch Franchise
People you trust. Advice that works. iB rustmark Banking and Financial Solutions Supplemental Information: BancTrust Branch Franchise
Slide 14: Mobile Markets
Mobite Afavtret Mobile MSA Daphne-Fairhope MSA Total afobite Maries Offices, Tillman's Corner Springhill Branch Source: SNL Financial, Company Reports Fairhope Branch
Slide 15: Central and South Alabama Markets
8 $ M66 4m 8 37 3 $ W5 RM 1 36 3 $ BRA RH 1 RA 2 $ my MMR 1 Bo 4 $ 9 34ae 1 20 2 $ 5 me 2 m9 2 $ 98 Wee 2 m3 z : a = : is Montgomery - Carmichael Branch Centreville-Bibb County 1 $ D8 BOK 3 nea ‘Foote Cosstrret med Sovutis AL 30 3 Total Alabama Franchise oo § Source: SNL Financial, Company Reports
Slide 16: Florida Panhandle
Frovidls Pantranele Walton County 4 $ 82 1% 2 7 $613 193% 2 57 Bay County 2 $ 454 1% 1 B $ s7a4 42% 2 169.3 (Okaloosa County 3 $36 1% 18 4 $ 939 2% 1BL2 Total Florida Franchise 2 S$ waz a S$ G6 Panama City Beach Branch Source: SNL Financial, Company Reports 16
Slide 17: Additional Information
Additional Information This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful pri
Slide 18: People you trust. Advice that works.
People you trust. Advice that works. iB Trustmark janking and Financial Solutions