UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Amendment No. 1)

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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o		Soliciting Material Pursuant to §240.14a-12

Trustmark Corporation

(Name of Registrant as Specified in Its Charter)

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EXPLANATORY NOTE

Trustmark Corporation is filing this Definitive Revised Proxy Statement on Schedule 14A (Amendment No. 1) to revise the description of the amended and restated employment agreement of Richard G. Hickson, its Chairman, President and CEO, which is found following the caption “—Employment Agreements” on page 32, as well as in the description of the agreement in the Compensation Discussion and Analysis section on page 22. There are no other changes to Trustmark Corporation’s definitive proxy statement on Schedule 14A originally filed on April 3, 2009.

April 3, 2009

Dear Shareholder:

You are cordially invited to attend Trustmark Corporation’s 2009 Annual Meeting of Shareholders. This meeting will be held in the Trustmark Ballroom at the Jackson Convention Complex, located at 105 Pascagoula Street, Jackson, Mississippi, on Tuesday, May 12, 2009, at 10:00 a.m.

At the meeting, common shareholders will elect a board of directors, provide advisory approval of Trustmark’s executive compensation, ratify the selection of KPMG LLP as Trustmark Corporation’s independent auditors for 2009 and transact such other business as may properly come before the meeting. Prior to the meeting, please carefully read the accompanying proxy statement.

Thank you for your support of Trustmark.

Sincerely,

Richard G. Hickson
Chairman and CEO

Trustmark Corporation
248 East Capitol Street
Jackson, MS 39201

     NOTICE OF ANNUAL MEETING OF SHAREHOLDERS     

DATE AND TIME		Tuesday, May 12, 2009, at 10:00 a.m.
LOCATION		Trustmark Ballroom
		Jackson Convention Complex
		105 Pascagoula Street
		Jackson, Mississippi 39201
ITEMS OF BUSINESS		(1)   To elect a board of twelve directors to hold office for the ensuing year or until their successors are elected and qualified.
		(2)   To provide advisory approval of Trustmark’s executive compensation.
		(3)   To ratify the selection of KPMG LLP as Trustmark Corporation’s independent auditors for the fiscal year ending December 31, 2009.
		(4)   To transact such other business as may properly come before the meeting.
RECORD DATE		Common shareholders of record on March 16, 2009, are eligible to vote at the meeting in person or by proxy.
PROXY VOTING/REVOCATION		You are urged to sign and return the enclosed proxy promptly, whether or not you plan to attend the meeting. If you do attend the meeting, you may revoke your proxy prior to the voting thereof. You may also revoke your proxy at any time before it is voted by written notice to the Secretary of Trustmark Corporation or by delivery to the Secretary of a subsequently dated proxy.
		T. Harris Collier III
		Secretary to the Board

TABLE OF CONTENTS

GENERAL INFORMATION			1
Solicitation by the Board of Directors			1
Meeting Location, Date and Time			1
Shareholders Entitled to Vote			1
Required Vote			1
How to Vote			1
Revocation of Proxies			1
Voting on Other Matters			1
Cost of Proxy Solicitation			1
CORPORATE GOVERNANCE			2
Board Mission			2
Meetings of the Board of Directors			2
Director Attendance at the Annual Meeting			2
Director Independence			2
Lead Director			2
Committees of the Board of Directors			2
Audit and Finance Committee			3
Executive Committee			3
Human Resources Committee			3
Nominating Committee			3
Strategic Planning Committee			3
Committee Membership			3
Director Compensation for 2008			4
Communications with Directors			5
Nomination of Directors			5
Director Qualifications			6
Personal Traits			6
Leadership Qualities			6
Individual Competencies			7
PROPOSAL 1: ELECTION OF DIRECTORS			7
THE NOMINEES			8
STOCK			11
Securities Ownership by Certain Beneficial Owners and Management			11
Section 16(a) Beneficial Ownership Reporting Compliance			12
EXECUTIVE COMPENSATION			12
Compensation Discussion and Analysis			12
Summary Compensation Table for 2008			24
All Other Compensation for 2008			25
Grants of Plan-Based Awards for 2008			25
Outstanding Equity Awards at 2008 Fiscal Year-End (Option Awards)			26
Outstanding Equity Awards at 2008 Fiscal Year-End (Stock Awards)			27
Option Exercises and Stock Vested for 2008			28
Pension Benefits for 2008			28
Trustmark Capital Accumulation Plan			29
Executive Deferral Plan			29
Non-Qualified Deferred Compensation for 2008			30
Potential Payments Upon Termination or Change in Control			31
Employment Agreements			32
Human Resources Committee Report			34
Human Resources Committee Interlocks and Insider Participation			34
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			34
RELATED PARTY TRANSACTIONS			35
PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS			35
AUDIT AND FINANCE COMMITTEE REPORT			35
Accounting Fees			36
Pre-Approval Policy			36
PROPOSALS OF SHAREHOLDERS			36
AVAILABILITY OF PROXY MATERIALS			37

Committee Membership

     The following table shows the current membership of each committee and the number of meetings held by each committee during 2008.

Director		Audit and Finance		Executive		Human Resources		Nominating		Strategic Planning
Reuben V. Anderson				Chairman		X		X		X
Adolphus B. Baker
William C. Deviney, Jr.
C. Gerald Garnett				X		X		X		X
Daniel A. Grafton				X		Chairman		X		X
Richard G. Hickson				X
David H. Hoster II		X
John M. McCullouch				X				Chairman		X
Richard H. Puckett		X
R. Michael Summerford		Chairman		X		X		X		X
Kenneth W. Williams		X
William G. Yates, Jr.				X						Chairman
2008 Meetings		5		1		7		1		2

Director Compensation for 2008

     The following table provides compensation information for the year ended December 31, 2008, for each non-employee member of the Board.

																		Change in
																		Pension Value
																		and Non-Qualified
														Non-Equity				Deferred
		Fees Earned or				Stock				Option				Incentive Plan				Compensation				All Other
		Paid in Cash				Awards				Awards				Compensation				Earnings				Compensation				Total
Name (1)		($)(2)				($)(3)				($)(4)				($)				($)(5)				($)				($)
J. Kelly Allgood (6)		$	11,000			$	3,294			$	4,032				---			$	6,320				---			$	24,646
Reuben V. Anderson		$	35,250			$	5,835			$	4,802				---			$	48,854				---			$	94,741
Adolphus B. Baker		$	23,000			$	5,835			$	6,650				---			$	53,354				---			$	88,839
William C. Deviney, Jr.		$	25,750			$	5,835			$	6,650				---			$	106,713				---			$	144,948
C. Gerald Garnett		$	34,000			$	5,835			$	6,740				---				---				---			$	46,575
Daniel A. Grafton		$	35,500			$	5,835			$	2,910				---				---				---			$	44,245
David H. Hoster II		$	23,250			$	5,835				---				---				---				---			$	29,085
John M. McCullouch		$	28,250			$	5,835			$	6,650				---				---				---			$	40,735
Richard H. Puckett		$	31,250			$	5,835			$	6,650				---			$	77,579				---			$	121,314
R. Michael Summerford		$	52,250			$	5,835			$	6,650				---				---				---			$	64,735
Kenneth W. Williams		$	23,500			$	5,835			$	4,032				---			$	8,798				---			$	42,165
William G. Yates, Jr.		$	25,250			$	5,835			$	4,032				---				---				---			$	35,117

(1)		Richard G. Hickson, Trustmark’s CEO, is not included in this table as he is an associate of Trustmark and thus receives no compensation for his service as a director. The compensation received by Mr. Hickson as an associate of Trustmark is shown in the Summary Compensation Table on page 24.
(2)		Includes fees deferred pursuant to the voluntary Trustmark Corporation Non-Qualified Deferred Compensation (NQDC) Plan and/or the Directors’ Deferred Fee Plan. Where applicable, also includes fees paid for attendance at committee meetings of the Trustmark National Bank Board of Directors (the Bank Board).
(3)		The amounts in this column do not reflect compensation actually received by the director during 2008. These amounts reflect the dollar amount recognized by Trustmark for financial statement reporting purposes for the fiscal year ended December 31, 2008, in accordance with FAS 123(R) for stock awards pursuant to Trustmark’s stock and incentive compensation plans and include amounts from awards granted prior to 2008. Assumptions used in the calculation of these amounts are included in Note 14 to Trustmark’s audited financial statements for the fiscal year ended December 31, 2008, in Trustmark’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2009. The grant date fair value of the performance-based restricted shares and potential excess shares granted to each non-employee director in 2008, computed in accordance with FAS 123(R), was $6,190 per director, with the exception of Mr. Allgood, who retired from the Board on May 13, 2008, and, therefore, did not receive an award. The grant date fair value of the time-based restricted stock granted to each non-employee director in 2008, in accordance with FAS 123(R), was $2,247 per director, with the exception of Mr. Allgood, who retired from the Board on May 13, 2008, and, therefore, did not receive an award. At December 31, 2008, each non-employee director had 467 shares of performance-based restricted stock outstanding, with the exception of Mr. Allgood, who had 250 shares outstanding. These awards will vest only if the related performance measures are achieved. If vesting of the related performance measures exceeds 100%, each non-employee director will also receive up to an additional 467 excess shares of time-based restricted stock, with the exception of Mr. Allgood, who will receive up to 250 excess shares. At December 31, 2008, each non-employee director had 107 shares of time-based restricted stock outstanding, with the exception of Mr. Allgood, who had no time-based restricted stock outstanding.
(4)		The amounts in this column do not reflect compensation actually received by the director during 2008. These amounts reflect the dollar amount recognized by Trustmark for financial statement reporting purposes for the fiscal year ended December 31, 2008, in accordance with FAS 123(R) for option awards pursuant to Trustmark’s stock and incentive compensation plans, and relate to amounts from awards granted prior to 2008. No option awards were granted to directors during 2008. Assumptions used in the calculation of these amounts are included in Note 14 to Trustmark’s audited financial statements for the fiscal year ended December 31, 2008, in Trustmark’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2009. At December 31, 2008, the directors had the following options outstanding from grants under Trustmark’s stock and incentive compensation plans: McCullouch, Summerford – 6,000 each, Yates – 11,000, Allgood, Grafton – 2,000 each, all other non-employee directors – 12,000 each, with the exception of Mr. Hoster, who had no options outstanding.
(5)		The amounts in this column reflect the increase in actuarial present value of the director’s accumulated benefits under Trustmark’s Directors’ Deferred Fee Plan, determined using interest rate and mortality rate assumptions consistent with those used in Trustmark’s audited financial statements and include amounts which the director may not currently be entitled to receive as such amounts are not yet vested.
(6)		Mr. Allgood retired from the Board on May 13, 2008.

     Non-employee directors receive an annual retainer of $12,000 plus $1,500 for each Board meeting attended. The Executive Committee Chairman receives an additional annual retainer of $6,000, and all other Executive Committee members receive an additional annual retainer of $3,000. The Audit and Finance Committee Chairman also receives an additional annual retainer of $12,000. All committee chairmen and committee members receive $1,250 and $1,000, respectively, for each committee meeting attended. In addition, directors who serve either as chairman or member of a committee of the Bank Board receive $1,000 or $750, respectively, for each committee meeting attended. For meetings wherein the director attends via teleconference, the director receives one-half of the meeting fee. Directors are also eligible to be reimbursed for expenses incurred in attending Board and committee meetings. The CEO receives no compensation for Board or committee service.

     Trustmark provides non-employee directors who became directors prior to 2003 the opportunity to participate in the Directors’ Deferred Fee Plan. Under the plan, eligible directors may defer $12,000 of fees annually to fund a portion of the cost of their defined retirement benefits and death benefits. The amount of the retirement benefit and death benefit is determined based upon the participant’s annual contribution amount, the length of Board service (with accrual and vesting occurring pro-rata assuming Board service to the director’s normal retirement date (March 1 following age 65)) and the age of the director at date of entry into the plan. The plan requires retirement benefits to commence at normal retirement. Thus, should a director continue service beyond age 65, retirement benefits would begin prior to cessation of service. Currently, two directors are over age 65 and are receiving annual benefits of $94,214 and $28,359. Depending on a number of factors, the projected annual benefit at retirement is payable for the longer of life or twenty-five years and ranges from $61,000 to $133,000 for current directors electing to participate in the plan who are not yet receiving benefits. The vested annual benefit as of December 31, 2008, payable at the director’s normal retirement date to current directors electing to participate in the plan ranges from $36,000 to $60,000. If a participating director dies prior to retirement, his beneficiary will receive a scheduled death benefit for ten years. If the plan is terminated, or a director’s Board service is terminated, within three years after a change in control of Trustmark (as defined in the plan), affected directors will be credited with up to an additional five years of Board service for purposes of determining retirement benefits at the director’s normal retirement date. Trustmark has purchased life insurance contracts on participating directors to fund the benefits to be paid under this plan.

     Non-employee directors are eligible to receive equity compensation awards under the Trustmark Corporation 2005 Stock and Incentive Compensation Plan. In the event of a change in control, the vesting of stock options is accelerated, and directors are entitled to a time-weighted portion of any unvested restricted stock, based on actual performance to date. Prior to 2007, Trustmark granted stock options to its non-employee directors. In 2007, Trustmark ceased granting stock options and commenced granting performance-based restricted stock to its non-employee directors on terms substantially similar to those granted to executive management. When implementing a similar change with respect to restricted stock grants for executive management, Trustmark began granting non-employee directors a restricted stock award consisting of one-third of a time-based restricted stock grant and two-thirds of a performance-based restricted stock grant, on terms substantially similar to those granted to executive management beginning in 2008. On April 22, 2008, each non-employee director received an award of 217 performance-based restricted shares and 107 time-based restricted shares. For the performance-based restricted shares, the performance period ends December 31, 2010, and if vesting of the related performance measures exceeds 100%, each non-employee director will also receive up to an additional 217 excess shares of time-based restricted stock, which vests after 36 months if the director is still serving at the time. The time-based restricted shares granted in 2008 vest on December 31, 2010, if the director is still serving at the time. Mr. Allgood retired from the Board on May 13, 2008, and, therefore, did not receive stock awards in 2008. On January 27, 2009, each non-employee director received an award of 397 time-based restricted shares, which vest on January 27, 2012, if the director is still serving at the time.

     In addition to the Directors’ Deferred Fee Plan described above, non-employee directors may defer all or a part of their annual retainer and meeting fees (excluding any contribution to the Directors’ Deferred Fee Plan) pursuant to Trustmark’s NQDC Plan. The compensation deferred is credited to a liability account, which is deemed invested in and mirrors the performance of one or more designated investment funds available under the plan and selected at the option of the director. The deferred compensation account will be paid in a lump sum or in annual installments at a designated time upon the occurrence of an unforeseen emergency or upon a director’s retirement or cessation of service on the Board.

Communications with Directors

     Shareholders desiring to contact Trustmark’s Board may do so by sending written correspondence to Board of Directors, Trustmark Corporation, Post Office Box 291, Jackson, MS 39205 or by email to boardofdirectors@trustmark.com.

     Communications will be referred to the Chairman of the Executive Committee, who will determine the appropriate committee to receive the communication and take any action deemed necessary by that committee.

     Pursuant to Trustmark’s Whistleblower Policy, complaints relating to Trustmark’s accounting, internal accounting controls or auditing matters should be directed to the Trustmark Hotline at 1-888-208-8900. Complaints will be investigated by Trustmark’s General Counsel and reported to the Audit and Finance Committee.

Nomination of Directors

     Nominations for election to the Board may be made by the Board or by any shareholder of any outstanding class of capital stock of Trustmark entitled to vote for the election of directors. Nominations other than those made by or on behalf of the existing management of Trustmark shall be made in writing and shall be delivered or mailed to Trustmark’s Chairman of the Board not less than fourteen days nor more than fifty days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than twenty-one days’ notice of the meeting is given to shareholders, such nomination shall be mailed or delivered to the Chairman of the Board no later than the close of business on the seventh day following the day on which the notice of the meeting was mailed. Such notification shall contain the following information

to the extent known to the notifying shareholder: (a) the name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of Trustmark that will be voted for each proposed nominee; (d) the name and residence address of the notifying shareholder; and (e) the number of shares of capital stock of Trustmark owned by the notifying shareholder.

     Nominations not made in accordance with the above procedure may be disregarded by the Chairman of the meeting at his discretion, and upon his instruction, all votes cast for each such nominee may be disregarded.

     Trustmark’s bylaws permit direct nominations by shareholders. Therefore, the Nominating Committee does not have a policy for considering nominations by shareholders through the process outlined above. However, if a shareholder wishes to recommend an individual for Board service, rather than directly nominate the individual as set forth above, the shareholder may submit the individual’s name to the Nominating Committee in writing addressed to Trustmark Corporation Nominating Committee, Post Office Box 291, Jackson, MS 39205 or by email to boardofdirectors@trustmark.com. In order to give the Nominating Committee adequate time to consider any such individual for nomination as a director at the 2010 Annual Meeting of Shareholders, such recommendations should be delivered no later than October 1, 2009. In considering an individual recommended by a shareholder but not directly nominated, the Nominating Committee will use the same guidelines as set forth in the Director Qualifications section below.

     When identifying potential candidates for director nominees, the Nominating Committee may solicit suggestions from incumbent directors, management or others. With regard to the proposed nominees for 2009, all nominees have previously served on the Board, with the exception of Fred E. Carl, Jr., LeRoy G. Walker, Jr. and William G. Yates III, who were recommended for consideration by management.

Director Qualifications

     The Board believes that in order to appropriately carry out their roles, directors must demonstrate a variety of personal traits, leadership qualities and competencies. In considering nominees submitted by the Board or management, the Nominating Committee will use these traits, leadership qualities and individual competencies to assess future director nominees’ suitability for Board service. Each director is required to own in his own right common or preferred stock of Trustmark having an aggregate par, fair market or equity value of not less than $1,000 as of the most recent of (i) the date of purchase, (ii) the date the person became a director or (iii) the date of the director’s most recent election to the Board. Upon attaining the age of 68, a director is required to retire from the Board effective upon completion of his or her then current term of office.

Personal Traits

     Board service is an extremely important, high profile role and carries with it significant responsibility. For that reason, it is important that all directors possess a certain set of personal traits, including:

Leadership Qualities

     When seeking individuals to fill leadership roles, the following skill sets are required:

Individual Competencies

     There are certain competencies that must be represented collectively by the directors on each Board committee, but each individual director need not necessarily possess all of them. The specific competencies vary by committee, as illustrated in the chart below:

Board Committees

Audit and

Human

Strategic

Individual Director Competencies

Finance

Executive

Resources

Nominating

Planning

1. Financial Acumen

Accounting & finance knowledge

ü

ü

ü

ü

Financial statement analysis

ü

Knowledge of capital markets

ü

ü

Financial planning

ü

Ability to communicate financial concepts in lay terms

ü

ü

2. Organizational Effectiveness

Talent management

ü

Understanding of compensation issues

ü

Ability to discern candidate qualifications

ü

3. Strategic Direction

Vision

ü

ü

ü

Strategic perspective

ü

ü

ü

Technology knowledge

ü

Industry knowledge

ü

ü

ü

ü

PROPOSAL 1: ELECTION OF DIRECTORS

     The Board has fixed the number of directors for the coming year at twelve. The nominees listed herein have been proposed by the Board for election at the meeting. Retiring director William G. Yates, Jr. is the father of director-nominee William G. Yates III.

     Shares represented by the proxies will, unless authority to vote is withheld, be voted in favor of the proposed slate of twelve nominees. In the election of directors, each shareholder may vote his shares cumulatively by multiplying the number of shares he is entitled to vote by the number of directors to be elected. This product constitutes the number of votes the shareholder may cast for one nominee or distribute among any number of nominees. The proxies reserve the right, in their discretion, to vote cumulatively. If a shareholder withholds authority for one or more nominees and does not direct otherwise, the total number of votes the shareholder is entitled to cast will be distributed among the remaining nominees.

      Should any of these nominees be unable to accept the nomination, the votes which otherwise would have been cast for the nominee(s) will be voted for such other person(s) as the Board shall nominate. Each director is elected to hold office until the next annual meeting of shareholders or until a successor is elected and qualified. The persons who will be elected to the Board will be the twelve nominees receiving the highest number of votes.

     The Board recommends that shareholders vote “for” the proposed nominees.

THE NOMINEES

STOCK

Securities Ownership by Certain Beneficial Owners and Management

     The following table reflects the number of Trustmark common shares beneficially owned by (a) persons known by Trustmark to be the beneficial owners of more than 5% of its outstanding shares, (b) directors and nominees, (c) each of the named executive officers (NEOs) within the Executive Compensation section and (d) directors and executive officers of Trustmark as a group. The persons listed below have sole voting and investment authority for all shares except as indicated. The percentage of outstanding shares of common stock owned is not shown where less than 1%.

		Shares
		Beneficially				Percent of
		Owned				Outstanding
Name		as of 03/01/09 (1)				Shares
Robert M. Hearin Foundation			5,565,374	(2)			9.70	%
Robert M. Hearin Support Foundation Post Office Box 16505 Jackson, Mississippi 39236
Barclays Global Investors, NA			3,883,745	(3)			6.77	%
Barclays Global Investors, NA 400 Howard Street San Francisco, CA 94105
Reuben V. Anderson			34,830	(4)(5)
Adolphus B. Baker			16,571	(4)(6)
Fred E. Carl, Jr.			2,655	(7)
William C. Deviney, Jr.			35,637	(4)(8)
Duane A. Dewey			51,217	(9)
C. Gerald Garnett			21,063	(4)(10)
Daniel A. Grafton			13,771	(11)
Louis E. Greer			45,692	(12)
Richard G. Hickson			464,021	(13)(14)
Gerard R. Host			214,416	(15)(16)
David H. Hoster II			1,467	(17)
John M. McCullouch			7,186	(18)
Richard H. Puckett			92,503	(4)(19)
R. Michael Summerford			7,971	(18)
Breck W. Tyler			47,797	(20)
LeRoy G. Walker, Jr.			1,692	(7)
Kenneth W. Williams			24,269	(4)(21)
William G. Yates III			1,397	(7)
William G. Yates, Jr.			32,346	(22)(23)(24)
Directors and executive officers of Trustmark as a group			1,606,100	(25)			2.80	%

(1)		Includes options exercisable within 60 days of March 1, 2009.
(2)		Includes 383,928 shares owned by the Robert M. Hearin Foundation, 3,519,482 shares owned by the Robert M. Hearin Support Foundation, 1,388,964 shares owned by Capitol Street Corporation and 273,000 shares owned by Bay Street Corporation. Capitol Street Corporation is a 100% owned subsidiary of Galaxie Corporation, which may be deemed to be controlled by the Robert M. Hearin Support Foundation. Voting and investment decisions concerning shares beneficially owned by the Robert M. Hearin Foundation and the Robert M. Hearin Support Foundation are made by the Foundations’ trustees: Robert M. Hearin, Jr., Matthew L. Holleman III, Daisy S. Blackwell, E.E. Laird, Jr., Laurie H. McRee and Alan W. Perry.
(3)		According to Schedule 13G filed with the SEC on February 5, 2009, the following entities are the beneficial owners of an aggregate of 3,883,745 shares (or 6.77%) of Trustmark common stock: Barclays Global Investors, NA is the beneficial owner of 1,237,340 shares; and Barclays Global Fund Advisors is the beneficial owner of 2,646,405 shares. Together, these reporting persons have sole voting power with respect to 3,670,280 shares and sole dispositive power with respect to 3,883,745 shares. The foregoing information has been included solely in reliance upon, and without independent investigation of, the disclosures contained in the above-referenced Schedule 13G.
(4)		Includes 10,000 shares the individual has the right to acquire through the exercise of options granted under Trustmark’s stock and incentive compensation plans.
(5)		Includes 1,411 shares owned by spouse and children as to which Mr. Anderson has no voting or investment control and 574 shares of restricted stock to which Mr. Anderson has sole voting power but which cannot be transferred prior to vesting.
(6)		Includes 971 shares of restricted stock to which Mr. Baker has sole voting power but which cannot be transferred prior to vesting.
(7)		Includes 397 shares which Mr. Carl, Mr. Walker and Mr. Yates have the right to acquire through the exercise of options.
(8)		Includes 971 shares of restricted stock with respect to which Mr. Deviney has sole voting power but which cannot be transferred prior to vesting.
(9)		Includes 34,000 shares that Mr. Dewey has the right to acquire through the exercise of options and 12,310 shares of restricted stock with respect to which Mr. Dewey has sole voting power but which cannot be transferred prior to vesting.
(10)		Includes 574 shares of restricted stock to which Mr. Garnett has sole voting power but which cannot be transferred prior to vesting.
(11)		Includes 12,000 shares as to which Mr. Grafton shares voting and investment power with his spouse, 800 shares Mr. Grafton has the right to acquire

		through the exercise of options granted under Trustmark’s stock and incentive compensation plans and 971 shares of restricted stock with respect to which Mr. Grafton has sole voting power but which cannot be transferred prior to vesting.
(12)		Includes 23,600 shares that Mr. Greer has the right to acquire through the exercise of options and 11,844 shares of restricted stock with respect to which Mr. Greer has sole voting power but which cannot be transferred prior to vesting.
(13)		Includes 2,000 shares as to which Mr. Hickson shares voting and investment power with his spouse.
(14)		Includes 272,500 shares that Mr. Hickson has the right to acquire through the exercise of options and 110,456 shares of restricted stock with respect to which Mr. Hickson has sole voting power but which cannot be transferred prior to vesting.
(15)		Includes 21,469 shares owned by spouse and children as to which Mr. Host has no voting or investment control.
(16)		Includes 117,111 shares that Mr. Host has the right to acquire through the exercise of options and 36,740 shares of restricted stock with respect to which Mr. Host has sole voting power but which cannot be transferred prior to vesting.
(17)		Includes 467 shares of restricted stock with respect to which Mr. Hoster has sole voting power but which cannot be transferred prior to vesting.
(18)		Includes 4,000 shares that Mr. McCullouch and Mr. Summerford have the right to acquire through the exercise of options and 971 shares of restricted stock with respect to which Mr. McCullouch and Mr. Summerford have sole voting power but which cannot be transferred prior to vesting.
(19)		Includes 79,882 shares owned by spouse and children as to which Mr. Puckett has no voting or investment control and 971 shares of restricted stock with respect to which Mr. Puckett has sole voting power but which cannot be transferred prior to vesting.
(20)		Includes 25,700 shares that Mr. Tyler has the right to acquire through the exercise of options and 11,284 shares of restricted stock with respect to which Mr. Tyler has sole voting power but which cannot be transferred prior to vesting.
(21)		Includes 971 shares of restricted stock with respect to which Mr. Williams has sole voting power but which cannot be transferred prior to vesting.
(22)		Includes 12,276 shares as to which Mr. Yates shares voting and investment power with his spouse.
(23)		Includes 9,000 shares that Mr. Yates has the right to acquire through the exercise of options and 574 shares of restricted stock with respect to which Mr. Yates has sole voting power but which cannot be transferred prior to vesting.
(24)		Includes 10,496 shares held by a corporation controlled by Mr. Yates for which he exercises voting rights.
(25)		Includes shares held directly or indirectly by 25 individuals: the currently serving directors and NEOs listed herein, as well as Trustmark’s other remaining executive officers and the General Counsel/Secretary. Of these shares, 9,235 shares are pledged as security.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1943 requires Trustmark’s directors, executive officers and persons who own more than 10% of Trustmark’s common stock to file reports of their ownership and changes in ownership of Trustmark’s common stock. Trustmark prepares these reports for the directors and executive officers who request it on the basis of information obtained from them and Trustmark’s records. Based on information available to Trustmark during 2008, we believe that all applicable Section 16(a) filing requirements were met.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

     Human Resources Committee. Trustmark’s Human Resources Committee of the Board (the Committee) is currently comprised of Messrs. Grafton (Chairman), Anderson, Garnett and Summerford. The Committee operates under a written charter adopted by the Board. This charter is reviewed annually by the Committee and was last approved by the Board on January 27, 2009. The Board has determined that the members of the Committee are “non-employee directors” (within the meaning of Rule 16b-3 of the Exchange Act), “outside directors” (within the meaning of Section 162(m) of the Internal Revenue Code) and “independent directors” (within the meaning of Rule 4200(15) of the NASDAQ Marketplace Rules). In addition, no Committee member is a current or former associate of Trustmark or any of its subsidiaries.

     The Committee’s charter requires that members of the Committee possess certain competencies, although each member of the Committee is not required to possess all of these competencies. One or more members of the Committee must:

	•		demonstrate knowledge and understanding of human capital management issues, including corporate manager/officer selection, training, retention and succession planning,
	•		be familiar with all components of management compensation (such as base salary, annual incentives, restricted stock and other long-term incentives, perquisites and supplemental benefits), understanding the link between compensation and performance and how compensation can be used to support Trustmark’s business strategy, and
	•		demonstrate an ability to select and assess corporate officers, including experience or ability in developing officer selection criteria and creating performance standards and evaluation processes.

     Board and Committee Process. The Committee is charged with ensuring that policies and practices are in place to facilitate (i) the development of Trustmark’s and its principal subsidiary, Trustmark National Bank’s (the Bank), management talent, (ii) orderly CEO succession, (iii) the setting of management and director compensation at competitive levels and (iv) Trustmark’s corporate social responsibility. The CEO and the Director of Human Resources interface with the Committee in connection with the Committee’s executive compensation decision-making, providing comparative data as well as making recommendations. The Committee also reviews, on at least an annual basis, Trustmark’s management talent levels and

management succession planning. Although considered “officers” of Trustmark Corporation under the rules and regulations of the Exchange Act, management of Trustmark, including the NEOs, are employed by the Bank rather than Trustmark Corporation. As employees of the Bank, the NEOs’ compensation is paid by the Bank, except for equity awards under Trustmark’s stock and incentive compensation plans.

     One of the Committee’s primary roles is to initiate, develop and recommend for approval by the Board the cash and equity compensation of the CEO. The Committee’s recommendation is based on its evaluation of the CEO’s performance relative to annual corporate goals and objectives and in conjunction with comparative market data provided by the Committee’s external compensation consultant and internal data provided by human resources personnel. For cash compensation of the other NEOs, the CEO and Director of Human Resources make recommendations to the Committee that are generally approved by the Committee and then recommended to the Bank Board for review and approval. The Committee also administers Trustmark’s equity-based compensation plans and deferred compensation plans. With respect to equity compensation awarded to other NEOs and associates, the Committee reviews and recommends grants of performance-based restricted stock and time-based restricted stock for approval by the Board, generally based upon the recommendation of the CEO. The Committee has delegated authority to the CEO to grant limited equity awards, which are reviewed by the Committee.

     The CEO and the Director of Human Resources establish the agenda for Committee meetings. The Committee reports regularly to the Board on matters relating to the Committee’s responsibilities. In addition, the Committee follows regulatory and legislative developments and considers corporate governance best practices in performing its duties. In 2008, the Committee met seven times. The Committee periodically meets with the CEO and the Director of Human Resources to assess progress toward meeting objectives set by the Board for both annual and long-term compensation.

     Participation in Capital Purchase Program. Trustmark participated in the Troubled Asset Relief Program (TARP) Capital Purchase Program (Capital Purchase Program) under the Emergency Economic Stabilization Act of 2008 (EESA), through which the U.S. Treasury Department (Treasury) invested approximately $215 million in Trustmark preferred stock and warrants on November 21, 2008. As a result of Trustmark’s participation in the Capital Purchase Program, the EESA mandates that Trustmark implement certain restrictions and limitations on executive compensation, in particular severance pay, requires a review to ensure Trustmark’s incentive compensation programs do not encourage senior executive officers, which are the same as the NEOs, to take excessive risks and limits tax deductions for senior executive pay. These restrictions, limitations and other requirements apply to Trustmark for as long as the Treasury holds preferred or common stock in Trustmark (the TARP Period). Trustmark’s participation in the Capital Purchase Program was a catalyst for several actions:

	•		the Committee and Board approved an omnibus amendment to limit benefits of senior executive officers as required by the EESA, and all members of Trustmark’s executive management, including the NEOs, consented to this omnibus amendment and executed waivers consenting to the restrictions and limitations required by the EESA rules;
	•		the Committee conducted a review of Trustmark’s incentive programs from a risk perspective and concluded they do not encourage unnecessary or excessive risk; and
	•		the tax deductibility of a portion of the compensation earned by certain Trustmark NEOs is limited for 2008 and future years.

     On February 17, 2009, President Obama signed into law the American Recovery and Reinvestment Act of 2009 (the ARRA). The ARRA amends, among other things, the EESA by directing the Treasury to issue regulations implementing additional limitations on compensation paid or accrued by financial institutions, such as Trustmark, participating in the Capital Purchase Program. These limitations, as applicable to Trustmark, are to include:

	•		a prohibition on paying or accruing bonus, incentive or retention compensation for at least the five most highly-compensated employees, other than certain awards of restricted stock or bonuses payable under existing employment agreements;
	•		a prohibition on making any payments to the five NEOs and the next five most highly-compensated employees for departure from Trustmark other than compensation earned for services rendered or accrued benefits;
	•		subjecting bonus, incentive and retention payments made to the five NEOs and the next 20 most highly-compensated employees to repayment (clawback) if based on statements of earnings, revenues, gains or other criteria that are later found to be materially inaccurate;
	•		a prohibition on any compensation plan that would encourage manipulation of reported earnings;
	•		establishment by the Board of a company-wide policy regarding excessive or luxury expenditures, including office and facility renovations, aviation or other transportation services and other activities or events that are not reasonable expenditures for staff development, reasonable performance incentives or similar measures in the ordinary course of business;
	•		a “say-on-pay” proposal for a non-binding vote of shareholders at annual meetings, whereby shareholders vote, on a

			non-binding basis, to approve (or disapprove) the compensation of executives as disclosed pursuant to the executive compensation disclosures included in the proxy statement; and
	•		a review by the Treasury of any bonus, retention awards or other compensation paid to the five NEOs and the next 20 most highly-compensated employees prior to February 17, 2009, to determine if such payments were inappropriate and negotiate for the reimbursement of such excess payments.

     As noted, the ARRA directs the Treasury to issue regulations implementing the foregoing. There are numerous questions regarding the scope of the limitations and the requirements of the ARRA. None of the regulations mandated by the ARRA have been issued to date. Trustmark has already implemented the prior requirements of the EESA. Pending the issuance of regulations, the Board, Committee and management are reviewing the requirements of the ARRA, its impact on current and future compensation and the effect of the law’s requirements on Trustmark’s competitive position. When such regulations are published, the Committee promptly will make appropriate changes to Trustmark’s executive compensation program. Actions required by the ARRA and consideration of competitive factors may include changes to the form and amount of compensation paid to Trustmark’s executive officers, including adjustments to base salaries, the reduction or elimination of bonus compensation, a change in the form of restricted stock awards and/or modifications to existing agreements. Trustmark’s ability to provide NEOs with short-term and long-term incentive pay during the TARP Period may be sharply curtailed by the ARRA.

     Except as expressly mentioned otherwise, the following discussion does not address the effect, if any, compliance with the ARRA may have on Trustmark’s executive compensation program, and references to the EESA refer to its requirements as applicable prior to the enactment of the ARRA.

     Guiding Philosophy. The Committee’s guiding philosophy is to attract and retain highly qualified executives and to motivate them to maximize shareholder value by achieving performance goals. The following objectives serve as guiding principles for all compensation decisions:

	•		Providing competitive total compensation that will enable Trustmark to attract, retain and motivate highly qualified executives.
	•		Aligning compensation opportunities with shareholder interests by making a portion of each NEO’s compensation dependent on Trustmark’s performance with respect to total shareholder return (TSR), return on average tangible equity (ROATE) and earnings per share (EPS) of Trustmark, in addition to strategic drivers such as operating efficiency, revenue growth, credit quality and net income for the company and/or lines of business, where applicable.
	•		Providing an incentive for personal performance by making a portion of each NEO’s base compensation dependent on realizing individual performance objectives.
	•		Providing a strong emphasis on equity-based compensation and equity ownership, creating a direct link between shareholder and management interests.
	•		Ensuring that incentive compensation paid to NEOs will normally be deductible for federal income tax purposes, but also recognizing that there are circumstances where deductibility is secondary and may not be permitted.
	•		Ensuring that policies and practices are in place to develop management talent, establish effective corporate governance and set management compensation at competitive levels.

     In making determinations on the mix and amount of executive compensation, the Committee reviews all components of executive compensation, including base salary, annual cash bonuses, equity-based compensation, costs of perquisites and any other form of compensation received from Trustmark. The Committee believes that the total compensation opportunity available to members of management should consist of base salary, annual bonuses, equity-based compensation, retirement benefits and perquisites, each of which is a standard compensation component for NEOs at Trustmark’s peer institutions. The Committee reviews and recommends to the Board compensation levels for the CEO and recommends to the Bank Board compensation levels for the Bank’s executive management based on Trustmark’s performance, individual performance and experience, as well as peer comparisons and company affordability analysis. Based on its review, the Committee believes total compensation for Trustmark’s NEOs for 2008 is generally in line with compensation levels for management of similar-sized financial institutions with Trustmark’s level of corporate performance. The individual components of such compensation, however, may be higher or lower in some cases.

     Benchmarking. The Committee is authorized to retain experts, consultants and other advisors to aid in the discharge of its duties. In accordance with the Committee’s charter, the hiring of such advisors is at the Committee’s discretion, except that the Chairman of the Committee must obtain approval of the Board for engagements that exceed $10,000 annually. For 2009, the Board has pre-approved an allowance of up to $100,000 for use by the Committee. Following a detailed executive compensation analysis by Wachovia Employer Solutions Group (Wachovia) in late 2006 and early 2007 regarding compensation for the CEO and the second highest-paid executive, to ensure that Trustmark’s compensation levels were in line

with compensation for management of similar-sized financial institutions with Trustmark’s level of corporate performance, and as a matter of business prudence, the Committee requested that the Director of Human Resources during the second quarter of 2007 conduct a Request for Proposal (RFP) process on behalf of the Committee to evaluate compensation consultants for future work, including an extensive review of the compensation of the members of the Bank’s executive management, including all of the NEOs. As a result of the RFP, the Committee retained Mercer (US) Inc. (Mercer) during the third quarter of 2007 to provide information, analyses and advice to aid in the determination of competitive executive pay, as described below. The Mercer consultant who performs these services reports directly to the Committee Chairman. At the Committee’s direction, Mercer’s services for the Committee during fiscal 2007 and 2008 for compensation to be awarded in 2008 included:

	•		evaluating the competitive positioning of Trustmark’s NEOs’ base salaries, annual incentive and long-term incentive compensation relative to its peer group and the broader financial services industry,
	•		assessing the alignment of Trustmark compensation levels relative to performance of Trustmark against its peer group,
	•		providing ongoing advice as needed on the design of Trustmark’s annual and long-term incentive plans,
	•		evaluating the impact of Trustmark’s equity programs on annual share use, run rate and total dilution,
	•		evaluating the competitiveness of Trustmark’s employment agreements relative to its peer group and the broader financial services industry, and
	•		assisting with the preparation of this Compensation Discussion and Analysis.

     Mercer provided information to the Committee from published surveys and proxy statements of peer financial institutions in the United States. The peer group used by the Committee for this determination consists of a minimum of 15 financial institutions and is updated annually by the Committee, based on a process described in Trustmark’s Executive Compensation Peer Group Policy that includes recommendations from internal sources, external sources, such as the compensation consultant, and the HR Director, with final approval by the Committee, to reflect the companies against which Trustmark competes for executive talent and for shareholder investment. The specific characteristics of the financial institutions comprising the peer group vary from year to year, but the companies are chosen based on having similar asset size to Trustmark, offering similar banking functions, having similar organizational structure and/or having similar corporate performance. The companies comprising this peer group in the 2007 Mercer study were the 23 financial institutions used for the equity-based grants approved by the Committee in the beginning of 2007, which had market capitalizations ranging from approximately $1.0 million to $3.0 billion and asset sizes ranging from approximately $6.0 billion to $18.0 billion. For comparison purposes, Trustmark’s asset size was slightly above the median for this peer group, while its market capitalization was slightly below the median for this peer group.

     In December 2007, Mercer provided an in-depth evaluation of the competitiveness of executive compensation and the alignment of executive pay and business performance, and developed recommendations for managing executive compensation in 2008. As part of its analysis, and with consent of the Committee Chairman, Mercer conducted interviews with 11 Trustmark executives to better understand their roles, as well as their perspectives on the existing compensation programs. Mercer also analyzed data on business performance for one- and three-year periods ending December 31, 2006, and December 31, 2007 (based on annualized results through September 30, 2007) for Trustmark and the peer companies. Using this information, along with proxy data from the peer group and survey data for financial services companies, Mercer evaluated the alignment of pay and performance, analyzed Trustmark’s equity compensation practices in comparison to peer group practices, developed proposed updates to the compensation peer group for 2008 to replace peers that had been acquired and developed recommendations for managing executive pay in 2008. Mercer presented the results directly to the Committee and, after receiving feedback from the Committee and management, presented additional information and recommendations. The Committee approved the addition of four new companies to the peer group for 2008 to replace the four companies that had been acquired, added time-based restricted stock, widened the performance range for performance-based restricted stock and increased the Chief Financial Officer’s (CFO) 2008 base salary to bring it more in line with CFO base salaries paid by Trustmark’s peers. For 2008, the peer group consisted of the following companies:

Company Name		Ticker		Company Name		Ticker		Company Name		Ticker
BancorpSouth, Inc.		BXS		Hancock Holding Company		HBHC		UMB Financial Corporation		UMBF
Citizens Republic Bancorp, Inc.		CRBC		MB Financial, Inc.		MBFI		Umpqua Holdings Corporation		UMPQ
Commerce Bancshares, Inc.		CBSH		Old National Bancorp		ONB		United Bankshares, Inc.		UBSI
Cullen/Frost Bankers, Inc.		CFR		Pacific Capital Bancorp		PCBC		United Community Banks, Inc.		UCBI
First Midwest Bancorp, Inc.		FMBI		Park National Corporation		PRK		Valley National Bancorp		VLY
FirstMerit Corporation		FMER		South Financial Group, Inc.		TSFG		Webster Financial Corporation		WBS
F.N.B. Corporation		FNB		Sterling Financial Corporation		STSA		Whitney Holding Corporation		WTNY
Fulton Financial Corporation		FULT		Susquehanna Bancshares, Inc.		SUSQ

     None of the peer companies had experienced acquisition activity leading to removal, but some of the group did experience changes in market capitalization. Regarding Trustmark’s peer group for 2009, in the past, market capitalization was a primary criteria, but Mercer recommended against using market capitalization as a primary criteria because of its potential volatility, placing more emphasis on comparative asset size. As a result, market capitalization reduction was not used to remove companies from the peer group for 2009, so the Committee decided to retain the same 23-institution peer group approved for 2008.

     In the course of conducting its activities during 2008, Mercer attended three meetings (via teleconference) of the Committee and presented its findings and recommendations for discussion. All determinations regarding the amount or form of executive compensation under Trustmark’s executive compensation program are ultimately approved by the Committee and reflect factors and considerations in addition to the information and advice provided by consultants. The Committee does not delegate its authority to compensation consultants nor to other parties, other than to the CEO, who may grant a limited number of equity awards for the purpose of retention and hiring of mid- to senior-level executives, as necessary.

     Allocation Among Components. Although the Committee does not seek a specific allocation among the various compensation components, the percentages of salary, bonus and equity-based compensation compared to total compensation as earned in 2008 were as follows for the NEOs:

		Typical Base				Typical Cash				Typical Equity
		Salary				Bonus				Award
Hickson and Host			44	%			22	%			34	%
Greer and Dewey			59	%			19	%			22	%
Tyler			31	%			51	%			18	%

     The compensation package of Breck W. Tyler, Mortgage Services Manager, differs from other NEOs. In addition to the annual cash bonus opportunity under the management incentive plan, Mr. Tyler also receives a quarterly production incentive based on the mortgage department’s production, which typically accounts for approximately 41% of his total compensation in a year. Mr. Tyler’s “typical cash bonus” shown above reflects both his bonus under the management incentive plan and the quarterly production incentives earned in 2008.

     In allocating compensation among these elements, the Committee believes that the compensation of the senior-most levels of management (the levels of management having the greatest ability to influence Trustmark’s performance) should be significantly performance-based, while lower levels of management should receive a greater portion of their compensation in base salary. In making these decisions, the Committee relies in part upon the comparative data provided by the compensation consultant and Trustmark’s human resources personnel, and in part on the recommendations of the CEO.

     Because Trustmark’s ability to provide NEOs with short-term and long-term incentive pay may be sharply curtailed by the ARRA, when the ARRA regulations are published, the Committee may allocate compensation elements differently during the TARP Period in order to both comply with the EESA, as amended by the ARRA, and fulfill Trustmark’s executive compensation philosophy and goals.

     Base Salaries. Base salary constitutes the foundation of each NEO’s total compensation package and is generally the largest single component. Base salary is the only guaranteed cash payment an executive receives. Trustmark’s goal is to provide its executive management with a level of assured cash compensation in the form of base salary that will attract and retain highly qualified executives. Trustmark also uses base salary to reward top performance, industry and job specific knowledge, experience and leadership ability.

     The base salaries for Trustmark’s NEOs are typically established in the first quarter of the year after Trustmark’s financial information and performance results from the previous year are available. In establishing the CEO’s base salary, the Committee generally considers the compensation consultant’s analysis of salaries paid to CEOs among Trustmark’s peer institutions and recommendations for the CEO’s compensation, as well as the CEO’s individual performance and contributions relative to Trustmark’s corporate goals. Due to a 2007 decision, based on management’s commitment to achievement of financial objectives and controlling non-interest expenses, to move 30 senior management associates, including all of the NEOs, to an 18-month base salary increase cycle, the Committee determined that the CEO would not receive a base salary increase until March 2009. Thus, the base salary of the CEO was not increased in 2008.

     In establishing base salaries of Trustmark’s other NEOs, the Committee typically considers the recommendations of the CEO, which are based on individual responsibility level, individual and company performance, total compensation histories for each NEO, the comparative market data provided by the compensation consultant for similar positions and a general understanding of executive compensation in the financial services industry. In evaluating performance for the other NEOs for the Committee, the CEO uses the same metrics normally used for determining annual incentive plan awards (corporate drivers, strategic drivers and, for NEOs in a particular business unit, line of business goals). The Committee considers each of these factors but does not assign a specific value to any of them. The Committee’s process also involves a subjective component in evaluating each officer’s overall span of responsibility and control. For 2008, based on management’s

recommendation, the Committee determined the NEOs would not receive a base salary increase in 2008, continuing the 18-month base salary increase cycle that was scheduled to end March 2009. The CEO did recommend an 11.69% increase in 2008 base salary for the CFO, which was approved effective March 1, 2008, to move his salary to a more competitive level in the market, as highlighted by a recommendation from Mercer after a review of benchmark data.

     The base salaries for 2007 and those approved for 2008, as of March 1, 2008, were as follows:

Name		2008 Base Salaries				2007 Base Salaries
Richard G. Hickson		$ 726,716				$ 726,716
Louis E. Greer		$ 215,000				$ 192,500
Gerard R. Host		$ 371,315				$ 371,315
Breck W. Tyler		$ 164,800				$ 164,800
Duane A. Dewey		$ 300,000				$ 300,000

     In preparing the 2009 salary budget, as part of ongoing expense management, the CEO recommended and the Committee approved that the NEOs forgo a base salary increase originally planned for March 2009 for an indefinite time period. The Committee currently expects to continue providing cash bonuses under the management incentive plan and equity awards, both of which require the achievement of specific performance criteria. However, this approach may change when the ARRA regulations are published.

     Annual Cash Bonuses. The Committee’s practice is to award cash bonuses based upon the achievement of performance objectives in accordance with an annual management incentive plan. Cash bonuses generally constitute the second largest component of each NEO’s total compensation package and constitute the largest cash component tied specifically to company performance. Cash bonuses are designed to reward performance that results in the achievement of Trustmark’s corporate goals and objectives, as well as the achievement of business unit goals and objectives. Performance determines whether or not an executive will receive an annual cash bonus. Key features of the annual management incentive plan include:

	•		a primary emphasis on corporate performance as measured by ROATE and EPS,
	•		a qualitative assessment of strategic achievements in areas of management including operating efficiency, revenue growth, credit quality and net income for the company and/or lines of business, where applicable, and
	•		a structured, objective approach to determine cash bonuses.

     At the beginning of each year, the CEO recommends to the Committee cash bonus target levels for NEOs stated as a percentage of base salary, utilizing performance goals, including ROATE and EPS, established under the annual management incentive plan. Additionally, the Committee reviews market compensation data prepared by the compensation consultant and human resources personnel to ensure that proposed target levels provide an appropriate opportunity to earn bonuses and are competitive with Trustmark’s peer institutions. The Committee then recommends these target levels for approval by the Board. In accordance with the management incentive plan, the Committee may exercise its discretion to increase or decrease the amount of an award earned under the plan or adjust the threshold payout level and minimum performance goals when the minimum performance goals are not achieved. Comparative data provided by Mercer in the last quarters of 2007 and 2008 indicated that Trustmark’s compensation structure for executive management provided combined base salary and annual bonus awards that were slightly below the market median. In comparing Trustmark’s CEO and COO compensation to 2007 business performance, a three-year pay and performance comparison with the 23 peer group companies indicated Trustmark’s three-year business performance was near the 50th percentile, while the three-year total direct compensation was near the 43rd percentile, indicating performance results exceeded pay. The one-year business performance was near the 52nd percentile; however, the one-year payout of total cash compensation was near the 46th percentile, which was a slightly lower payout than performance results dictated.

     For 2008, targets for NEOs were based on varying measured weightings with respect to corporate performance goals, strategic operational drivers and, for NEOs working in specific business units, business unit goals. For 2008 targets, the Committee decided to retain the approach used in 2007, except that the weightings for the newly designated COO were revised to align with the weightings for the CEO, rather than for a line of business result. For the CEO and the COO, target levels were weighted 75% on corporate performance (measuring actual results for EPS and ROATE compared to Trustmark’s profit plan performance targets) and 25% on actual results for specific corporate strategic operational drivers such as operating efficiency, revenue growth, credit quality and net income compared to Trustmark’s profit plan. For the other NEOs working in specific business units, target levels were weighted 30% to 40% on corporate performance goals and 60% to 70% on specific business unit net income. For NEOs not working in a specific business unit, target levels were weighted 65% on corporate performance goals and 35% on strategic operational drivers.

     In accordance with the terms of his employment agreement, the CEO’s overall target bonus payout level for 2008 was 70% of base salary, with a potential maximum of 100% of base salary. The COO’s overall target bonus payout level for

2008 was 60% of base salary, with a potential maximum of 90% of base salary. For the other NEOs, the overall target bonus payout levels for 2008 were in the range of 25% to 45% of their base salaries. The target levels for the various performance measures are set to equate to Trustmark’s actual profit plan for the year for those same measures. Depending on performance achievement against the stated targets, the payout percentage, if any, may range from a level of 75% (for threshold performance achievement) to a level of 100% (for target performance achievement) to a level of 150% (for maximum performance achievement). The objective was to set bonus performance targets such that the payouts under the annual management incentive plan at the target levels or slightly above are achievable, but challenging. A five-year historic perspective for these NEOs indicates that the annual bonus performance targets are obtainable, yet consistently challenging, in that individual payout results for the NEOs have fallen below the target level for approximately 68% of payout opportunities and above the target level for approximately 32% of payout opportunities.

     In January 2009, the Committee reviewed Trustmark’s actual performance for the 2008 fiscal year compared to target levels for corporate performance and strategic operational drivers established under the management incentive plan. NEOs achieved approximately 85% of the performance target of the corporate profit plan for EPS, ROATE and net income available to common shareholders (NI) set by the Committee at the beginning of the year. Payout at the threshold level required an achievement of 90% of the performance target for these measures. While revenue growth was above the performance target level and operating efficiency was above the performance maximum level, credit quality was negatively affected by the economy’s dramatic decline in the real estate market, resulting in industry-wide high loan losses and creating a direct impact to EPS, ROATE and NI. Therefore, the Committee exercised its discretion under the plan and recommended the approximately 85% performance target achievement for EPS, ROATE and NI be accepted as meeting the threshold requirement and allow for an approximately 70% (rather than 75%) factor to be applied to those particular performance measure payouts within the bonus calculation matrix. The Committee’s intention in accepting a slightly lower threshold was to reward the achievement of substantial business results during a year of tremendous economic challenge.

     For 2008, the Board approved the annual cash bonus award for the CEO, adopting the recommendation of the Committee to exercise discretion. The Board determined, based in part upon the recommendation of the Committee, that in light of Trustmark’s results, the CEO’s performance merited the use of the adjusted threshold level for a bonus payout. Accordingly, the Board determined to grant the CEO a cash bonus of $381,453 in respect to the 2008 fiscal year. The amount of the cash bonus paid to the CEO in respect to the 2007 fiscal year was $440,971.

     The Committee approved the CEO’s recommendation that the same discretionary adjustment regarding achievement of approximately 85% of the performance target for 2008 for EPS, ROATE and NI be applied to the determination for the other NEOs’ bonus results. The Bank Board approved the annual cash bonus awards for the other NEOs, adopting the recommendation of the Committee to exercise discretion.

     Trustmark approved the following cash bonuses for 2008:

						Performance
						Level Achieved
Name		2008 Annual Cash Bonus				(as adjusted)
Richard G. Hickson		$	381,453				75	%
Louis E. Greer		$	60,222				80	%
Gerard R. Host		$	167,055				75	%
Breck W. Tyler		$	52,044				126	%
Duane A. Dewey		$	102,090				76	%

     Mr. Tyler achieved a higher overall performance level than the other NEOs due to strong performance in the mortgage department’s line of business. In addition to cash bonuses under the management incentive plan, Mr. Tyler also receives a quarterly production incentive based on the mortgage department’s production. Mr. Tyler’s production incentive is calculated on a formula that is based on a percentage of total mortgage production above a threshold production level. The specific targets are not publicly disclosed for competitive reasons.

     These approved 2008 cash bonus amounts are presented as Non-Equity Incentive Plan Compensation for 2008 in the Summary Compensation Table on page 24. To the extent required by the ARRA, payments of these bonus amounts may be withheld, modified or made in shares of restricted stock, which will not fully vest until Trustmark redeems the preferred stock issued to the Treasury under the Capital Purchase Program.

     In preparing the 2009 management incentive plan’s threshold and maximum performance levels for bonus payouts for approval by the Committee and the Board, management recommended that for various corporate and strategic operational drivers, the threshold performance level be lowered from 90% to 85% of target and that the maximum performance level be raised from 110% to 115% of target. The payout level for the achievement of threshold performance levels was also lowered from 75% to 70%. The performance range for operating efficiency was revised at the threshold level from 105% to 107.5% and at the maximum level from 95% to 92.5%. These changes move the plan closer to the more traditional performance ranges and payouts typically found in incentive plans and are expected to reward management for performance results that continue to produce shareholder benefit.

     In light of the recent enactment of the ARRA, during 2009, the Committee will make any additional changes required to comply with the executive compensation provisions applicable to Capital Purchase Program participants, including any changes to the 2009 management incentive plan. The ARRA directs the Treasury to issue regulations implementing the new legislation, and the Committee expects that this additional guidance will help it determine what additional changes may be necessary with respect to 2009 executive compensation.

     Equity-Based Compensation. Trustmark strongly believes that equity-based awards are an integral part of total compensation for NEOs and certain key managers with significant responsibility for Trustmark’s long-term results. Equity-based awards constitute the largest non-cash component of each NEO’s total compensation package. Equity awards and the related performance goals for NEOs under the Trustmark Corporation 2005 Stock and Incentive Compensation Plan (2005 Incentive Plan) are recommended by the Committee and approved by the Board generally at its first meeting of each year. For 2008, the awards were made on January 22, 2008, as approved by the Board. Awards are made as early as practicable in the year to maximize the time-period for achieving performance goals associated with the awards. The Committee’s meeting schedule is determined several months in advance, so the proximity of any grant of awards to earnings announcements or other market events is coincidental.

     The 2005 Incentive Plan:

•		authorizes the granting of restricted stock, restricted stock units (RSUs), performance units, stock options, stock appreciation rights (SARs) and other incentive awards (payable in cash or shares), all of which may be made subject to the attainment of performance goals established by the Committee,
•		provides for the ability to base an individual’s performance goals on specified corporate and business unit criteria, and
•		establishes the maximum amount of restricted stock, stock options, SARs and other incentive awards that can be granted to a participant in any given year.

     Historically, Trustmark’s primary form of equity compensation consisted of stock options. Beginning in 2005, in recognition of the trend among financial institutions toward performance-based equity compensation, to provide a stronger correlation between performance and incentive-based compensation without increasing Trustmark’s costs, and based on information provided by the compensation consultant, the Committee began recommending the granting of restricted stock awards instead of stock options. In 2006 and 2007, Trustmark granted to NEOs only performance-based restricted stock under its equity-based compensation plan. The Committee began establishing its plan for equity-based awards for 2008 during the fourth quarter of 2007 by reviewing an extensive market study prepared by Mercer comparing data published for similar management positions in Trustmark’s peer group as well as other comparative market data. For Trustmark, the aggregate long-term incentive (LTI) award was between the market 25th and 50th percentiles. According to the research provided by Mercer, only one company in Trustmark’s peer group awarded only performance-based restricted stock, and more than 75% of the companies used multiple types of awards in their stock and incentive compensation plans. Mercer suggested to the Committee that the use of multiple types of awards, such as the addition of time-based restricted stock, would more closely align the program with Trustmark’s peers and could better accomplish Trustmark’s equity award objectives, including executive officer retention and attraction. Mercer provided a model illustrating restricted stock grants with 67% being performance-based and 33% time-based.

     For 2008, the Committee recommended the utilization of multiple types of awards by adopting the model presented with 67% of the award to be performance-based and 33% of the award to be time-based and recommended the combined award value to be the same as the total 2007 award. The Committee also elected to widen the performance range for performance-based awards to provide for greater variability of pay based on performance by lowering the minimum payout (from 25% to 17.5%) and the minimum performance threshold (from the 40th percentile to the 30th percentile) and by increasing the maximum performance level required for maximum payout (from the 70th percentile to the 75th percentile). For the performance-based restricted stock awards to be earned, certain performance goals must be achieved within the three-year performance period covered by the awards. The executive must also remain employed by Trustmark through the end of the performance period for restricted stock to vest fully. The performance goals are scaled so that the recipient can receive a partial award in the event that acceptable, but not the target, results are achieved and so that performance above the target level yields higher awards. The Committee believes that performance-based restricted stock grants provide an effective means of delivering incentive compensation, a stable reward for achievement of long-term objectives and an effective means of executive retention. The Committee also believes that partial use of time-based restricted stock grants provides a balanced retention element against the negative impact of economic issues outside the control of management. In establishing award levels, the Committee generally does not consider the equity ownership levels of the recipients or prior awards that are fully vested.

     For the performance-based restricted stock awards made in 2008, performance goals for all of the NEOs were the same as for 2007. The awards vest based on the achievement of target percentages related to ROATE (50%), with vesting up to and including 100%, and TSR (50%), with vesting up to and including 100%, compared to Trustmark’s defined peer

group. For ROATE, the threshold performance level is reached at the 30th percentile compared to the peer group, with 100% vesting occurring at the 75th percentile. For TSR, the threshold performance level is reached at the 30th percentile compared to the peer group, with 100% vesting occurring at the 75th percentile. The performance period began January 1, 2008, and continues through December 31, 2010. If a greater than 100% vesting level with respect to the ROATE and TSR targets is achieved in the aggregate (with the maximum being 200%) for an executive who remains employed for the entire performance period, an additional award of time-based restricted stock (excess shares) will be issued. The number of excess shares issued will equal the number of shares awarded initially to that executive multiplied by the vesting percentage exceeding 100%. Any earned excess shares will be issued during the first 2 ¹/2 months of 2011 and will vest on December 31, 2013, if the executive remains employed through such date.

     In the event of an executive’s death, disability, retirement at or after age 65, termination by Trustmark without cause, termination by the executive for good reason (if provided in the executive’s employment agreement) or a change in control, partial time-weighted performance vesting occurs based on ROATE and TSR through the end of the calendar quarter prior to such event. Accelerated vesting of excess shares may also occur upon the executive’s death, disability, retirement at or after age 65, termination by Trustmark without cause, termination by the executive for good reason (if provided in the executive’s employment agreement) or a change in control. Dividends on any performance-based restricted stock, as well as any excess shares issued, are accumulated and will vest and be paid only when and to the extent the shares vest. No interest is paid on the accumulated dividends.

          The following table reflects the grant date fair values of the 2008 performance-based restricted stock awards and any potential excess shares:

		Value of				Value of
Name		Performance Shares				Excess Shares (1)
Richard G. Hickson		$	367,779			$	155,174
Louis E. Greer		$	63,045			$	26,651
Gerard R. Host		$	189,135			$	79,954
Breck W. Tyler		$	63,045			$	26,651
Duane A. Dewey		$	63,045			$	26,651

(1)

Excess shares will only be issued if, and only to the extent, the performance shares’ aggregate ROATE and TSR vesting percentage exceeds 100%.

     The following table reflects the grant date fair values of the 2008 time-based restricted stock awards:

		Value of
Name		Time-Based Shares
Richard G. Hickson		$	181,141
Louis E. Greer		$	31,050
Gerard R. Host		$	93,172
Breck W. Tyler		$	31,050
Duane A. Dewey		$	31,050

     These awards vest 100% at December 31, 2010, provided the executive is still actively employed. Accelerated vesting may occur based on the executive’s death, disability, retirement at or after age 65, termination by Trustmark without cause, termination by the executive for good reason or a change in control. Dividends on any time-based restricted stock are accumulated and will be paid only when and to the extend the shares vest.

     During the fourth quarter of 2008, Mercer presented an updated study comparing published data for the CEO and COO, showing that the aggregate LTI remained between the market 25th and 50th percentiles and that the CEO’s 2008 grant was only at 76% of the 50th percentile, indicating the LTI element was the least competitive element of the CEO’s compensation. In connection with the execution of a new employment agreement extending the CEO’s employment until the 2011 Annual Meeting of Shareholders (currently scheduled for May 10, 2011), the Board determined that the 2009 LTI grant to the CEO would be the final one in his current role. In lieu of receiving an equity compensation award in 2010 or 2011, the CEO’s employment agreement provides for his 2009 equity compensation award to be twice the amount of a normal award, with one-half of the award being performance-based and one-half time-based. The time- based portion of the award was accomplished by granting time-based restricted stock. The performance-based portion of the award was accomplished by granting a portion as performance-based restricted stock and a portion as RSUs. To the extent allowable, taking into account the possibility of excess shares, not to exceed the annual award limit permitted in the 2005 Incentive Plan, performance-based restricted stock was issued. In order to satisfy the equity compensation provisions of the CEO’s employment agreement, the remaining performance-based award was achieved through the use of RSUs granted outside the 2005 Incentive Plan, in lieu of granting shares of performance-based restricted stock that would exceed the annual limit permitted to be granted under the 2005 Incentive Plan. The RSU award may be settled only in cash and will follow the same requirements, vesting and value

as a share of the performance-based restricted stock as awarded as part of the total award to the CEO. Both performance award types allow for a full two-year performance period, a benefit of combining the 2009 and 2010 grants into one.

     For 2009, Trustmark approved to grant to the other NEOs the same combination of performance-based and time-based restricted shares at a value equivalent to the 2008 grant, with the exception that the vesting date of the time-based shares was moved from the last day of the second year following the grant date to three years after the grant date.

     During 2009, the Committee will make any additional changes required to comply with the executive compensation provisions applicable to Capital Purchase Program participants, as amended by the ARRA, including any changes to Trustmark’s equity-based compensation program for 2009.

     Severance Benefits. Trustmark believes that companies should provide reasonable severance benefits to associates. With respect to Messrs. Hickson and Host, these severance benefits, as discussed under “Employment Agreements,” should also reflect the fact that it may be difficult for senior executives to find comparable employment within a short period of time. The Committee believes that Trustmark should separate itself from the former associate as soon as practicable. Therefore, whenever possible, the Committee prefers to pay a lump-sum severance payment rather than to provide salary continuation payments.

     Trustmark Capital Accumulation Plan. Trustmark maintains a non-contributory defined benefit plan (Trustmark Capital Accumulation Plan) that covers substantially all associates, including the NEOs, employed prior to January 1, 2007. The plan provides retirement benefits that are based on the length of credited service and final average compensation, as defined in the plan, and vest upon three years of service. Effective January 1, 2007, the annual benefit accrual rate for each future year of service was reduced by 50%. In an effort to control expenses, the Board voted to freeze the Trustmark Capital Accumulation Plan effective in 2009. Individual pensions will not accrue additional benefits, except for interest as required by IRS regulations, after the effective date. No associates will lose their previously earned pension benefits. The plan is described in more detail under “Trustmark Capital Accumulation Plan” on page 29.

     Executive Deferral Plan. Because of the compensation limits for tax qualified retirement plans, Trustmark also maintains a defined benefit supplemental retirement plan that provides additional retirement benefits to executives. The Executive Deferral Plan enables the executives, including the NEOs, to receive retirement benefits equal to 50% of their covered salaries. The Committee believes the plan is competitive with Trustmark’s peer financial institutions and is an important tool in attracting and retaining executive management. The supplemental retirement plan is described in more detail under “Executive Deferral Plan” on page 29.

     Non-Qualified Deferred Compensation Plan. Trustmark also provides a non-qualified deferred compensation plan that provides additional salary deferral opportunities for executives who may be impacted by the compensation limits that restrict participation in the 401(k) plan. The plan permits the executives to defer on a pre-tax basis up to 90% of annual base salary and/or annual cash bonus. The Committee believes the plan is competitive with Trustmark’s peer financial institutions and is an important tool in attracting and retaining executive management. The deferred compensation plan is described in more detail under “Non-Qualified Deferred Compensation for 2008” on page 30.

     Employment Agreements. Executive management has contributed significantly to the success of Trustmark, and the Committee believes that it is important to protect them in the event of a change in control. Further, the Committee believes that the interests of shareholders will be best served if aligned with the interests of executive management, and providing change in control benefits should eliminate, or at least reduce, the reluctance of executive management to pursue potential change in control transactions that may be in the best interests of shareholders. Messrs. Hickson and Host have change in control provisions in their employment agreements with Trustmark. Relative to the overall value of Trustmark, the cost of these potential change in control benefits is relatively minor. The cash components of the change in control benefits are paid in a lump-sum or over regular pay periods depending on the circumstances and relate to the executive’s base salary immediately prior to termination plus the highest annual bonus amount earned in any of the three years preceding the year of the change in control for Mr. Hickson and in any of the two years preceding the year of the change in control for Mr. Host. In addition, Mr. Hickson is entitled to have his home purchased by Trustmark under certain circumstances if he is unable to sell his home after termination following a change in control on or before December 31, 2009. The employment agreements entered into with Messrs. Hickson and Host are described under “Employment Agreements” on page 32, and the amounts which would have been payable assuming a termination event at December 31, 2008, are shown in the Potential Payments Upon Termination or Change in Control table on page 31.

     Trustmark’s change in control benefits are generally “double trigger,” which means that the benefits under them are payable only if the executive’s employment is terminated other than for cause, death, disability or if the executive resigns for good reason within three years after a change in control for Mr. Hickson and only if the executive’s employment is terminated other than for cause, death, disability or retirement or if the executive resigns for good reason and within two years for Mr.

Host. In the event of a covered termination following a change in control, health and other insurance benefits continue for one year, and all unvested stock options immediately vest upon a change in control. In addition, the executive would be entitled to receive any benefits that he otherwise would have been entitled to receive under the 401(k) plan, pension plan (Trustmark Capital Accumulation Plan), non-qualified deferred compensation plan (NQDC Plan) and supplemental retirement plan (Executive Deferral Plan), although these benefits are generally not increased or accelerated (except for additional years of service provided under the Executive Deferral Plan under certain circumstances). Trustmark believes that these levels of benefits are consistent with the general practice among its peers, as confirmed by a study conducted for the Committee by Mercer in the fourth quarter of 2007.

     As part of Trustmark’s CEO succession planning, the Committee also engaged Mercer in the second quarter of 2008 to assist with its desire to extend the employment contract of the CEO beyond the original contract date of December 31, 2009, and presented a study at the Committee meeting on June 18, 2008, based on parameters set forth by the Committee. The Committee approved and recommended a contract at its September 19, 2008, meeting, which was approved by the Board at its October 28, 2008, meeting. On November 20, 2008, Trustmark entered into an amended and restated Employment Agreement (Agreement) with Mr. Hickson. Under Section 5.9 of Mr. Hickson’s prior employment agreement, entered into as of October 23, 2007, Mr. Hickson’s employment would have automatically terminated on December 31, 2009 (the last business day of the calendar year in which he reached age 65). Trustmark amended and restated Mr. Hickson’s employment agreement to extend this date to the date of Trustmark’s annual shareholder meeting in 2011 (which is currently scheduled for May 10, 2011), as part of its provision for an orderly executive management transition and to establish a definitive date by which Mr. Hickson’s successor would be expected to assume his or her position. The Agreement provides for Mr. Hickson to continue serving as Chairman, President and CEO of Trustmark and Chairman and CEO of the Bank through December 31, 2010. After December 31, 2010, the Agreement provides that Mr. Hickson will serve as an employee-Chairman of both Trustmark and the Bank until the expiration of the Agreement. Further details are described under “Employment Agreements” on page 32.

     The Committee has determined that a gross-up payment to make an executive whole for any golden parachute excise tax is not currently appropriate. The Committee also believes that an executive should receive the entire change in control benefits which he or she expects; thus, it does not believe that an executive’s change in control benefits should be reduced to avoid the golden parachute excise tax, or to avoid non-deductibility of excess parachute payments by Trustmark, unless a reduction will cause the executive to receive more after-tax than without a reduction.

     As discussed further below, due to Trustmark’s participation in the Capital Purchase Program, Trustmark made certain changes to these agreements, and the payments which may be made under these agreements in the event of the involuntary termination of the employment of the executive officer may be limited. In addition, Trustmark may be required to seek additional modifications of these agreements if required under the ARRA.

     Effective November 21, 2008, the Committee approved an omnibus amendment of all of Trustmark’s compensation and benefit plans to: (i) subject any bonus or incentive compensation paid to an NEO during the TARP Period to recovery if the payment was based on materially inaccurate financial statements or other performance metric criteria that are later proven to be materially inaccurate and (ii) to limit payments made during a taxable year due to any involuntary termination to no more than three times the NEO’s base amount (which is, generally, the NEO’s average annual taxable W-2 compensation for the last five consecutive years). As a result of this omnibus amendment, certain of the payments referenced above could be limited during the TARP Period. In addition, in connection with the enactment of the ARRA, additional limitations on these payments are expected to apply during the TARP Period. The Committee is still determining the additional impact the ARRA provisions will have on these and any other of Trustmark’s compensation arrangements.

     Perquisites; Other Compensation. Perquisites received by the CEO and other NEOs are reviewed annually. Generally, Trustmark limits the types of perquisites offered to NEOs as shown in the All Other Compensation for 2008 table on page 25. In addition to the cash and equity compensation described above, NEOs received the same benefit package available to all salaried associates.

     This package includes:

•		health and dental insurance (portion of costs),
•		basic life insurance,
•		long-term disability insurance,
•		participation in the Trustmark Capital Accumulation Plan (if last hired prior to January 1, 2007), and
•		participation in Trustmark’s 401(k) plan, including a company match.

     Consistent with other financial institutions in its peer group, Trustmark encourages executive management to belong to a golf or social club so that there is an appropriate entertainment forum for customers and appropriate interaction with the executives’ communities. Trustmark pays the initiation fee and annual dues for a club membership for some of the NEOs. Relocation benefits are also reimbursed but are individually negotiated when they occur. The Committee believes these perquisites are minimal in cost and necessary to attract and retain talented executives because many of Trustmark’s competitors offer similar benefits. In addition, the Board has authorized an annual allowance of up to 30 hours of personal use of Trustmark’s airplane for the CEO. The Committee approved this perquisite as both a competitive attraction and

retention tool and to provide an efficient way to minimize travel time commitments for the CEO and maximize his available time for company business.

     Deductibility of Compensation. The Committee carefully considers Section 162(m) of the Internal Revenue Code of 1986, as amended, which provides certain criteria for the tax deductibility of compensation in excess of $1 million paid to Trustmark’s NEOs. The Committee believes it is in Trustmark’s best interest, and that of its shareholders, to comply with the requirements of Section 162(m). The Committee, however, intends to retain the flexibility to reward NEOs consistent with Trustmark’s compensation philosophy for each compensation element. It is the Committee’s intent that grants of stock options, performance-based restricted stock and other incentive awards made pursuant to Trustmark’s stock and incentive compensation plans comply with the deductibility requirements of Section 162(m) or be in amounts that normally would not be expected to cause non-deductibility under Section 162(m). For that reason, Trustmark’s annual bonus program is currently designed to provide compensation that may not be deductible under Section 162(m) where a NEO’s total compensation, which is not performance-based compensation for Section 162(m) purposes, exceeds $1,000,000 and hence, is subject to the $1,000,000 deduction limit under Section 162(m).

     As a Capital Purchase Program participant, Trustmark agreed not to deduct compensation of more than $500,000 paid to its senior executive officers each year with respect to the TARP Period, which includes fiscal 2008. This limitation applies to essentially all compensation, including deferred compensation, commission pay and performance-based compensation. The Capital Purchase Program provides for application of the $500,000 limitation on a pro-rata basis with respect to calendar years during which the Treasury held its investment for less than the full year, as was the case in 2008 when the Treasury held the investment for less than two months. For 2008, Trustmark expects that the compensation of Messrs. Hickson and Host will not be fully deductible under this limitation.

     When the Board determined to participate in the Capital Purchase Program, it was aware of, factored into its analysis and agreed to, the potential increased after-tax cost of Trustmark’s executive compensation program that would arise because of the Capital Purchase Program’s $500,000 deduction limitation. As a result, while the Committee will remain mindful of the deduction limitation, it has concluded that the $500,000 deduction limitation will not be a significant factor in its decision-making with respect to the compensation of Trustmark’s executive officers, consistent with its goal of ensuring competitive levels of total compensation.

     Stock Ownership Guidelines. Trustmark does not have specific established stock ownership guidelines for any of its officers. The Board believes that management’s current ownership of Trustmark stock provides adequate incentives for long-term performance without imposing specific ownership requirements.

     Risk Assessment Review. As required by the Capital Purchase Program, in December 2008 and January 2009, the Committee met with the members of management responsible for risk management to review Trustmark’s incentive compensation programs for the purpose of determining whether they encourage excessive or unnecessary risk-taking by Trustmark’s senior executive officers. In February 2009, the Committee reviewed and approved a risk management assessment prepared by Trustmark’s Chief Risk Officer. As part of its review, the Committee also received guidance from Mercer and a presentation regarding key enterprise risks to which Trustmark is subject, including strategic market, liquidity, interest rate, operational, financial, credit quality and other risks. The Committee also received an analysis of the controls and actions taken to mitigate those risks, as well as the provisions of Trustmark’s executive compensation program and where those provisions fall within the spectrum of contributing to or alleviating risk. In reaching the conclusion that Trustmark’s executive compensation program does not encourage the company’s senior executive officers to take excessive or unnecessary risks that threaten the value of the franchise, the Committee and management’s senior risk personnel noted that Trustmark’s production-oriented goals have adequate mitigating controls and oversight, and Trustmark’s equity awards include long-term vesting periods and a significant amount of restricted stock that encourages balanced risk taking and long-term value creation. The Committee will conduct a similar review on a semi-annual basis as required by the ARRA.

     Future Compliance with Requirements of Capital Purchase Program. The ARRA will require Trustmark to make changes to the executive compensation program and to agreements with Trustmark’s senior executive officers and highly compensated employees. Such changes will include limitations on bonuses, retention awards and incentive compensation and the elimination for certain senior executive officers and certain highly-compensated employees of payments triggered by departure. These limitations will be required to remain in effect during the TARP Period. In addition, the Committee will review the effect of compliance with the ARRA limitations on Trustmark’s competitive positioning and ability to retain and motivate high-performing executives and associates. Appropriate changes to Trustmark’s executive compensation program may become critical to Trustmark’s ability to maintain its competitive position.

     In light of the recent enactment of the ARRA, the Committee is still determining the additional changes that may be required to comply with the executive compensation provisions applicable to Capital Purchase Program participants. The ARRA directs the Treasury to issue regulations implementing the new legislation, and the Committee expects that this additional guidance will help it determine what additional changes may be necessary with respect to 2009 executive compensation.

Summary Compensation Table for 2008

     The following table summarizes the compensation components for the CEO, the CFO and each of the next three most highly compensated executive officers during 2008. The table includes base salary, cash incentives paid or accrued, as well as amounts for equity awards (stock and option awards), retirement benefits and other miscellaneous compensation for 2008, 2007 and 2006. Amounts for equity awards reflect the dollar amounts recognized by Trustmark for financial reporting purposes, not amounts actually received by the NEO, and include awards granted in prior years, including performance-based restricted stock awards that vest only if the related performance measures are achieved. The retirement benefit dollars reflected below represent the change in the present value of potential future benefits the NEO might receive upon vesting.

																										Change in
																										Pension Value
																										and Non-Qualified
																						Non-Equity				Deferred
														Stock				Option				Incentive Plan				Compensation				All Other
						Salary				Bonus				Awards				Awards				Compensation				Earnings				Compensation				Total
Name and Principal Position		Year				($)				($)				($)(1)				($)(2)				($)(3)				($)(4)				($)(5)(7)				($)
Richard G. Hickson			2008			$	726,716				---			$	662,596			$	25,240			$	381,453			$	345,701			$	72,904			$	2,214,610
Chairman, President and CEO,			2007			$	710,862				---			$	659,832			$	93,699			$	440,971			$	556,375			$	73,126			$	2,534,865
Trustmark Corporation; Chairman and CEO, Trustmark National Bank			2006			$	702,152				---			$	375,846			$	147,645			$	457,568			$	363,491			$	53,987			$	2,100,689
Louis E. Greer (6)			2008			$	211,254				---			$	86,897			$	6,544			$	60,222			$	108,776			$	17,530			$	491,223
Treasurer and Principal Financial Officer, Trustmark Corporation; Executive Vice President and Chief Financial Officer, Trustmark National Bank			2007			$	185,408				---			$	44,435			$	11,871			$	59,049			$	132,431			$	17,190			$	450,384
Gerard R. Host			2008			$	371,315				---			$	340,607			$	14,022			$	167,055			$	133,977			$	20,200			$	1,047,176
President and			2007			$	363,204				---			$	338,434			$	52,054			$	194,976			$	107,807			$	20,033			$	1,076,508
Chief Operating Officer, Trustmark National Bank			2006			$	358,752				---			$	192,551			$	82,025			$	220,442			$	9,786			$	16,039			$	879,595
Breck W. Tyler (6)			2008			$	164,800							$	105,424			$	8,414			$	267,262			$	80,707			$	14,490			$	641,097
Executive Vice President and Mortgage Services Manager, Trustmark National Bank			2007			$	161,205							$	66,652			$	15,259			$	256,014			$	65,555			$	13,950			$	578,635
Duane A. Dewey			2008			$	300,000				---			$	105,424			$	28,047			$	102,090			$	75,460			$	20,583			$	631,604
Executive Vice President and			2007			$	290,788				---			$	66,652			$	50,803			$	128,839			$	59,265			$	19,777			$	616,124
Corporate Banking Manager, Trustmark National Bank			2006			$	272,148				---			$	26,545			$	62,667			$	126,280			$	40,950			$	15,848			$	544,438

(1)		The amounts in this column do not reflect compensation actually received by the NEOs during 2008, 2007 or 2006. These amounts reflect the dollar amount recognized by Trustmark for financial statement reporting purposes for the fiscal years ended December 31, 2008, 2007 and 2006, respectively, in accordance with FAS 123(R) for stock awards pursuant to Trustmark’s stock and incentive compensation plans, and relate to awards granted in prior years. These awards include performance-based restricted stock awards that will vest only if the related performance measures are achieved. Assumptions used in the calculation of these amounts are included in Note 14 to Trustmark’s audited financial statements for the fiscal year ended December 31, 2008, in Trustmark’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2009.
(2)		The amounts in this column do not reflect compensation actually received by the NEOs during 2008, 2007 or 2006. These amounts reflect the dollar amount recognized by Trustmark for financial statement reporting purposes for the fiscal years ended December 31, 2008, 2007 and 2006, respectively, in accordance with FAS 123(R) for option awards pursuant to Trustmark’s stock and incentive compensation plans, and include amounts from awards granted in prior years. Assumptions used in the calculation of these amounts are included in Note 14 to Trustmark’s audited financial statements for the fiscal year ended December 31, 2008, in Trustmark’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 26, 2009.
(3)		Annual cash bonuses earned under Trustmark’s management incentive plan are reported in this table as “Non-Equity Incentive Plan Compensation.” See footnote (1) to the Grants of Plan-Based Awards for 2008 table on page 25. Non-equity incentive compensation for Mr. Tyler also includes quarterly mortgage department production incentives totaling $215,218. As noted above, to the extent required by the ARRA, payments of these cash bonuses for 2008 may be withheld, modified or made in shares of restricted stock consistent with the terms of the ARRA.
(4)		The amounts in this column reflect the increase in actuarial present value of the NEO’s accumulated benefits under the Trustmark Capital Accumulation Plan and Executive Deferral Plan, determined using interest rate and mortality rate assumptions consistent with those used in Trustmark’s audited financial statements and include amounts which the NEO may not currently be entitled to receive because such amounts are not yet vested.
(5)		See the following table for details of all other compensation for 2008.
(6)		Messrs. Greer and Tyler were not NEOs in 2006; therefore, their 2006 compensation information is not disclosed.
(7)		The 2007 amount for Mr. Greer has been restated to reflect a 401(k) true-up transaction, which occurred subsequent to December 31, 2007.

All Other Compensation for 2008

     The detail of all other compensation for 2008 is included in the following table:

																														Company-
																														Paid Life
		Airplane				Auto				Moving				Tax Gross-Ups				Club				Earned				401(k)				Insurance
		Allowance				Allowance				Expense				Reimbursements				Dues				Vacation				Match				Premiums				Total
Name		($)(1)				($)				($)				($)				($)				($)				($)				($)				($)
Richard G. Hickson		$	52,834				---				---				---			$	4,290				---			$	13,800			$	1,980			$	72,904
Louis E. Greer			---				---				---				---			$	3,040				---			$	13,800			$	690			$	17,530
Gerard R. Host			---				---				---				---			$	5,710				---			$	13,800			$	690			$	20,200
Breck W. Tyler			---				---				---				---				---				---			$	13,800			$	690			$	14,490
Duane A. Dewey			---				---				---				---			$	6,093				---			$	13,800			$	690			$	20,583

(1)		The aggregate incremental cost of Mr. Hickson’s personal use of the corporate airplane is determined on a per flight basis and includes the cost of actual fuel used, the cost of on-board catering, the hourly cost of airplane maintenance for the applicable number of flight hours, landing fees, trip-related hangar and parking costs, universal weather monitoring costs, if applicable, crew expenses and other variable costs specifically incurred.

Grants of Plan-Based Awards for 2008

     The following table summarizes certain information with respect to incentive-based cash bonuses and performance- and time-based restricted stock awards granted to the NEOs during or for the year ended December 31, 2008, under Trustmark’s annual management incentive plan (cash) and 2005 Incentive Plan (restricted stock) and reflects the amounts that could be earned or received under such awards:

						Estimated Possible Payouts												Estimated Possible Payouts												All Other				All Other
						Under Non-Equity Incentive												Under Equity Incentive												Stock				Option
						Plan Awards (1)												Plan Awards (2)												Awards:				Awards:				Exercise				Grant Date
																														Number of				Number of				or Base				Fair Value
																														Shares of				Securities				Price of				of Stock
		Equity																												Stock or				Underlying				Option				and Option
		Grant				Threshold				Target				Maximum				Threshold				Target				Maximum				Units				Options				Awards				Awards
Name		Date				($)				($)				($)				(#)				(#)				(#)				(#)(3)				(#)				($/Sh)				($)(4)
Richard G. Hickson			1/22/2008			$	381,526			$	508,701			$	726,716				3,068				17,530				35,060				---				---				---			$	522,953
			1/22/2008				---				---				---				---				---				---				8,634				---				---			$	181,141
Louis E. Greer			1/22/2008			$	56,438			$	75,250			$	112,875				526				3,005				6,010				---				---				---			$	89,696
			1/22/2008				---				---				---				---				---				---				1,480				---				---			$	31,050
Gerard R. Host			1/22/2008			$	167,092			$	222,789			$	334,184				1,578				9,015				18,030				---				---				---			$	269,089
			1/22/2008				---				---				---				---				---				---				4,441				---				---			$	93,172
Breck W. Tyler			1/22/2008			$	30,900			$	41,200			$	61,800				526				3,005				6,010				---				---				---			$	89,696
			1/22/2008				---				---				---				---				---				---				1,480				---				---			$	31,050
Duane A. Dewey			1/22/2008			$	101,250			$	135,000			$	202,500				526				3,005				6,010				---				---				---			$	89,696
			1/22/2008				---				---				---				---				---				---				1,480				---				---			$	31,050

(1)		The amounts shown in these columns reflect the minimum possible payment level (threshold) under the awards, which was 75% of the target amount shown, the target payment under the awards and the maximum possible payment under the awards, which was 150% of the target, except for Mr. Hickson, whose maximum cannot exceed his base salary. All of these amounts are percentages of the individual’s 2008 base salary as of March 1, 2008. The actual amount of the award earned by the CEO was recommended by the Committee and approved by the Board on January 27, 2009. The actual amount of the awards earned by the other NEOs were recommended by the Committee and approved by the Bank Board on March 10, 2009. All amounts were reported as Non-Equity Incentive Plan Compensation in the Summary Compensation Table on page 24. As discussed under “Annual Cash Bonuses” on page 17, the bonus amount for each of the NEO’s for 2008 was adjusted slightly to permit a bonus payout under the plan.
(2)		Reflects the number of performance-based restricted shares granted on January 22, 2008. The awards vest based on the achievement of target percentages related to ROATE (50%), with vesting up to and including 100%, and TSR (50%), with vesting up to and including 100%, compared to a defined peer group. The performance period began January 1, 2008, and continues through December 31, 2010. In the event of the executive’s death, disability, retirement at or after age 65, termination by Trustmark without cause, termination by the executive for good reason or a change in control, partial time-weighted performance vesting occurs based on ROATE and TSR through the end of the calendar quarter prior to such event. If a greater than 100% vesting level with respect to the ROATE and TSR targets is achieved in the aggregate (with the maximum being 200%), an additional award of time-based restricted stock (excess shares) will be issued to the NEO if he remains employed for the entire performance period. The number of excess shares issued will equal the number of shares awarded initially to the executive multiplied by the vesting percentage exceeding 100%. Any earned excess shares will be issued during the first 2 1/2 months of 2011 and will vest on December 31, 2013, if the executive remains employed through such date. Accelerated vesting of these excess shares may also occur based on the executive’s death, disability, retirement at or after age 65, termination by Trustmark without cause, termination by the executive for good reason or a change in control. Dividends on any performance-based restricted shares, as well as any excess shares issued, are accumulated and will be paid only when and to the extent the shares vest.
(3)		Reflects the number of time-based restricted shares granted on January 22, 2008. The awards vest on December 31, 2010, if the executive remains employed through such date. In the event of the executive’s death, disability, retirement at or after age 65, termination by Trustmark without cause, termination by the executive for good reason or a change in control, partial time-weighted vesting occurs through the end of the month in which the accelerated vesting event occurred. Dividends on any time-based restricted shares will be accumulated and will be paid only when and to the extent the shares vest.
(4)		The amounts in this column reflect the grant date fair value of $29.85 per share for the performance-based restricted shares and potential excess shares that may be awarded in the future, computed in accordance with FAS 123(R), and the grant date fair value of $20.98 per share for the time-based restricted stock computed in accordance with FAS 123(R).

Outstanding Equity Awards at 2008 Fiscal Year-End (Option Awards)

     The following table includes certain information with respect to all unexercised options held by NEOs at December 31, 2008:

						Option Awards
														Equity Incentive
														Plan Awards:
						Number of				Number of				Number of
						Securities				Securities				Securities
						Underlying				Underlying				Underlying				Option
						Unexercised				Unexercised				Unexercised				Exercise				Option
		Grant Date				Options				Options				Unearned Options				Price				Expiration
Name		(1)				(#) Exercisable				(#) Unexercisable				(#)				($)				Date
Richard G. Hickson			5/11/1999				42,000				---				---			$	22.78				5/11/2009
			5/9/2000				46,500				---				---			$	18.06				5/9/2010
			5/8/2001				49,000				---				---			$	21.68				5/8/2011
			4/9/2002				45,000				---				---			$	25.46				4/9/2012
			4/15/2003				45,000				---				---			$	24.09				4/15/2013
			4/20/2004				45,000				---				---			$	27.30				4/20/2014
							272,500				---
Louis E. Greer			5/9/2000				5,000				---				---			$	18.06				5/9/2010
			5/8/2001				5,000				---				---			$	21.68				5/8/2011
			4/9/2002				4,500				---				---			$	25.46				4/9/2012
			4/15/2003				3,500				---				---			$	24.09				4/15/2013
			4/20/2004				3,500				---				---			$	27.30				4/20/2014
			5/10/2005				2,100				1,400				---			$	28.28				5/10/2012
							23,600				1,400
Gerard R. Host			5/11/1999				12,111				---				---			$	22.78				5/11/2009
			5/9/2000				18,500				---				---			$	18.06				5/9/2010
			5/8/2001				19,500				---				---			$	21.68				5/8/2011
			4/9/2002				17,000				---				---			$	25.46				4/9/2012
			4/15/2003				25,000				---				---			$	24.09				4/15/2013
			4/20/2004				25,000				---				---			$	27.30				4/20/2014
							117,111				---
Breck W. Tyler			5/11/1999				2,000				---				---			$	22.78				5/11/2009
			5/9/2000				2,500				---				---			$	18.06				5/9/2010
			5/8/2001				5,000				---				---			$	21.68				5/8/2011
			4/9/2002				4,500				---				---			$	25.46				4/9/2012
			4/15/2003				4,500				---				---			$	24.09				4/15/2013
			4/20/2004				4,500				---				---			$	27.30				4/20/2014
			5/10/2005				2,700				1,800				---			$	28.28				5/10/2012
							25,700				1,800
Duane A. Dewey			8/25/2003				10,000				---				---			$	26.52				8/25/2013
			4/20/2004				15,000				---				---			$	27.30				4/20/2014
			5/10/2005				9,000				6,000				---			$	28.28				5/10/2012
							34,000				6,000