UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)

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Trustmark Corporation

(Name of Registrant as Specified in Its Charter)

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April 2, 2010

Dear Shareholder:

You are cordially invited to attend Trustmark Corporation’s 2010 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 11, 2010, at 10:00 a.m.

At the meeting, common shareholders will be asked to elect a board of directors, approve the amendment of the Trustmark Corporation 2005 Stock and Incentive Compensation Plan to revise the definition of “performance goals” for purposes of Section 162(m) of the Internal Revenue Code, ratify the selection of KPMG LLP as Trustmark Corporation’s independent auditors for 2010 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 11, 2010, 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 approve the amendment of the Trustmark Corporation 2005 Stock and Incentive Compensation Plan to revise the definition of “performance goals” for purposes of Section 162(m) of the Internal Revenue Code.
		(3)   To ratify the selection of KPMG LLP as Trustmark Corporation’s independent auditors for the fiscal year ending December 31, 2010.
		(4)   To transact such other business as may properly come before the meeting.
RECORD DATE		Common shareholders of record on March 15, 2010, 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 or vote your shares by telephone or Internet 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, by delivery to the Secretary of a subsequently dated proxy or by submitting a later vote by telephone or Internet.
		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			2
Cost of Proxy Solicitation			2
CORPORATE GOVERNANCE			2
Board Mission			2
Meetings of the Board of Directors			2
Director Attendance at the Annual Meeting			2
Director Independence			2
Board Leadership			2
Committees of the Board of Directors			3
Audit and Finance Committee			3
Executive Committee			3
Human Resources Committee			3
Nominating Committee			3
Strategic Planning Committee			3
Board Oversight of Risk Management			3
Committee Membership			4
Director Compensation for 2009			4
Communications with Directors			6
Nomination of Directors			6
Director Qualifications			7
Personal Traits			7
Leadership Qualities			7
Individual Competencies			8
Specific Director Experience, Qualifications, Attributes and Skills			8
PROPOSAL 1: ELECTION OF DIRECTORS			8
THE NOMINEES			9
STOCK			13
Securities Ownership by Certain Beneficial Owners and Management			13
Section 16(a) Beneficial Ownership Reporting Compliance			14
EXECUTIVE COMPENSATION			14
Human Resources Committee			14
Compensation Discussion and Analysis			15
Summary Compensation Table for 2009			30
All Other Compensation for 2009			31
Grants of Plan-Based Awards for 2009			31
Outstanding Equity Awards at 2009 Fiscal Year-End (Option Awards)			33
Outstanding Equity Awards at 2009 Fiscal Year-End (Stock Awards)			34
Option Exercises and Stock Vested for 2009			36
Pension Benefits for 2009			36
Trustmark Capital Accumulation Plan			37
Executive Deferral Plan			37
Non-Qualified Deferred Compensation for 2009			38
Potential Payments Upon Termination or Change in Control			39
Employment Agreements			40
Human Resources Committee Report			42
Human Resources Committee Interlocks and Insider Participation			42
PROPOSAL 2: APPROVAL OF THE AMENDMENT OF THE TRUSTMARK CORPORATION 2005 STOCK AND INCENTIVE COMPENSATION PLAN			42
RELATED PARTY TRANSACTIONS			48
PROPOSAL 3: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS			49
AUDIT AND FINANCE COMMITTEE REPORT			49
Accounting Fees			50
Pre-Approval Policy			50
PROPOSALS OF SHAREHOLDERS			50
AVAILABILITY OF PROXY MATERIALS			50
APPENDIX A: TRUSTMARK CORPORATION 2005 STOCK AND INCENTIVE COMPENSATION PLAN (AS AMENDED JANUARY 26, 2010)			A-1

or mitigating the risk, as appropriate, to the full Board at the next Board meeting. This enables the Board and its committees to coordinate the risk oversight role, particularly with respect to risk interrelationships. Additionally, in recognition of the importance of its enterprise risk oversight function, the Board has approved the formation in 2010 of an Enterprise Risk Management Committee, which will be comprised solely of independent directors, at the Bank Board level.

Committee Membership

The following table shows the current membership of each committee and the number of meetings held by each committee during 2009.

Audit and Finance

Executive

Human Resources

Nominating

Strategic Planning

Director

(1)

(2)

(3)

(4)

(5)

Adolphus B. Baker

X

Fred E. Carl, Jr.

X

William C. Deviney, Jr.

Daniel A. Grafton

X

Chairman

X

X

Richard G. Hickson

X

David H. Hoster II

X

X

X

Chairman

John M. McCullouch

X

X

Chairman

X

Richard H. Puckett

X

X

X

X

R. Michael Summerford

Chairman

X

X

X

X

LeRoy G. Walker, Jr.

X

Kenneth W. Williams

X

Chairman

X

William G. Yates III

X

2009 Meetings

5

2

7

1

0

Director Compensation for 2009

     The following table provides compensation information for the year ended December 31, 2009, 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)				($)(4)				($)				($)(5)				($)				($)
Reuben V. Anderson (6)		$	12,500			---				---				---				$	31,656			---				$	44,156
Adolphus B. Baker		$	25,083			$	6,916			---				---				$	82,145			---				$	114,144
Fred E. Carl, Jr.		$	17,000			$	6,916			---				---				---				---				$	23,916
William C. Deviney, Jr.		$	24,333			$	6,916			---				---				$	148,021			---				$	179,270
C. Gerald Garnett (6)		$	11,500			---				---				---				---				---				$	11,500
Daniel A. Grafton		$	35,375			$	6,916			---				---				---				---				$	42,291
David H. Hoster II		$	30,833			$	6,916			---				---				---				---				$	37,749
John M. McCullouch		$	28,333			$	6,916			---				---				---				---				$	35,249
Richard H. Puckett		$	33,083			$	6,916			---				---				$	120,179			---				$	160,178
R. Michael Summerford		$	50,250			$	6,916			---				---				---				---				$	57,166
LeRoy G. Walker, Jr.		$	22,250			$	6,916			---				---				$	125,964			---				$	155,130
Kenneth W. Williams		$	31,500			$	6,916			---				---				$	9,590			---				$	48,006
William G. Yates, Jr. (6)		$	8,000			---				---				---				---				---				$	8,000
William G. Yates III		$	16,500			$	6,916			---				---				---				---				$	23,416

     Prior to May 12, 2009, non-employee directors received an annual retainer of $12,000 plus $1,500 for each Board meeting attended. The Executive Committee Chairman received an additional annual retainer of $6,000, and all other Executive Committee members received an additional annual retainer of $3,000. The Audit and Finance Committee Chairman also received an additional annual retainer of $12,000. All committee chairmen and committee members received $1,250 and $1,000, respectively, for each committee meeting attended (including ad hoc committees). In addition, directors who served either as chairman or member of a committee of the Bank Board received $1,000 or $750, respectively, for each committee meeting attended. Beginning May 12, 2009, non-employee directors receive an annual retainer of $12,000 plus $1,500 for each Board meeting attended. Chairmen of the Executive Committee and Human Resources Committee receive an additional annual retainer of $6,000. The Audit and Finance Committee Chairman receives an additional annual retainer of $12,000, and Chairmen of the Nominating and Strategic Planning Committees each receive an additional annual retainer of $2,000. All Board committee chairmen and committee members receive $1,000 for each committee meeting attended (including ad hoc committees). In addition, each director who serves as chairman of a committee of the Bank Board receives an annual retainer of $2,000. All Bank Board committee chairmen and committee members receive $750 for each committee meeting attended. For meetings wherein the director attends via teleconference, the director receives one-half of the meeting fee. In addition, directors who serve as advisory directors on Trustmark’s Community Bank Advisory Boards of Directors receive a fee of $250 for each Advisory Board meeting attended. 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 maintains a Directors’ Deferred Fee Plan for non-employee directors who became directors prior to 2003, and who elected to participate in the plan. Under the plan, participating directors had to 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 and the age of the director at date of entry into the plan. In order to control costs, and based on peer company and broader market data provided by the compensation consultant that comparable organizations were not providing this benefit to directors, the Board amended the plan on April 28, 2009, to cease future benefit accruals under, and contributions by directors to, the plan effective March 1, 2010. The plan requires retirement benefits to commence at a director’s normal retirement date (March 1 following age 65). Thus, should a director continue service beyond his or her normal retirement date, retirement benefits would begin prior to cessation of Board service. Currently, one director has reached his normal retirement date and is receiving annual benefits of $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 $47,000 to $78,000 (taking into account the March 1, 2010 benefit accrual freeze) for current directors electing to participate in the plan who are not yet receiving benefits. The vested annual benefit as of December 31, 2009, payable at the director’s normal retirement date to current directors electing to participate in the plan ranges from $42,000 to $72,000. 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) and prior to March 1, 2010, 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 time-based restricted stock and two-thirds performance-based restricted stock, on terms substantially similar to those granted to executive management beginning in 2008. Based on an observation from Mercer that non-employee director equity compensation paid by Trustmark’s peer companies more commonly consisted of solely time-based restricted stock, consistent with the directors’ fiduciary oversight role, Trustmark chose to award only time-based restricted stock to non-employee directors beginning in 2009. 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. Messrs. Anderson, Garnett and Yates, Jr. retired from the Board on May 12, 2009, and, therefore, did not receive stock awards in 2009.

     As part of Trustmark’s director compensation structure, implemented as of May 12, 2009, the Board determined to grant non-employee directors annual awards of time-based restricted stock valued at approximately $18,000. Additionally, the Board implemented a director stock ownership requirement that requires all directors to own a minimum of 3,000 shares of Trustmark stock. Directors have up to five years from the date Board service begins to meet the ownership requirement. Additionally, until such time as the minimum requirement is reached, a director is required to hold 100% of the shares received from any Trustmark stock awards. On January 26, 2010, each non-employee director received the equivalent of approximately $18,000 in time-based restricted stock computed on a 10-day average closing stock price up to and including the date of the grant. Due to Mr. Williams’ anticipated retirement from the Board at the 2010 Annual Meeting, he did not receive a stock award in 2010.

     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 an 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 Executive Committee Chairman, 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 1-866-979-3769. 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 2011 Annual Meeting of Shareholders, such recommendations should be delivered no later than October 1, 2010. 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 2010, all nominees have previously served on the Board, with the exception of Gerard R. Host.

Director Qualifications

     The Board believes that in order to appropriately carry out its roles, directors must demonstrate a variety of personal traits, leadership qualities and individual competencies. In considering nominees submitted by the Board or management and any recommendations submitted by shareholders, the Nominating Committee will use these personal traits, leadership qualities and individual competencies to assess future director nominees’ suitability for Board service. The Nominating Committee also evaluates each director nominee’s qualities in the context of how that nominee would relate to the Board as a whole. Although Trustmark has no formal policy regarding diversity, the Nominating Committee believes that the Board should include directors with diverse experience and business knowledge. Each director is required to own in his or her 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:

•  Personal and Professional Integrity		•  High Performance Standards
•  Accountability		•  Initiative and Responsiveness
•  Informed Business Judgment		•  Business Credibility
•  Mature Confidence

Leadership Qualities

     For individuals considered for Board leadership roles, the following skill sets are required:

•  Communication Skills		•  Facilitation Skills
•  Crisis Management Skills		•  Relationship Building/Networking Skills

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

ü

3. Strategic Direction

Vision

ü

ü

ü

Strategic perspective

ü

ü

ü

Technology knowledge

ü

ü

Industry knowledge

ü

ü

ü

ü

Specific Director Experience, Qualifications, Attributes and Skills

     The Nominating Committee assists the Board by identifying individuals qualified to serve as Board members and by recommending to the Board the director nominees for election at the next annual meeting of shareholders. The Board believes that each director nominee possesses the personal traits described above and that each director nominee for a position of Board leadership also demonstrates the additional leadership qualities described above. In considering the director nominees’ individual competencies, the Board believes that the appropriate competencies are represented for the Board as a whole and for each of the Board’s committees. In addition, each nominee possesses characteristics that led the Board to conclude that such person should serve as a director. The specific experience, qualifications, attributes and skills that the Board believes each nominee possesses are discussed under Proposal 1 in the table entitled “The Nominees” on page 9.

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.

     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

Name and Age at Record Date						Position, Principal Occupation and Directorships During Past 5 Years
Adolphus B. Baker			53			•   President and COO, Cal-Maine Foods, Inc. (Producer and Distributor of Shell Eggs) •   Director of Trustmark since 2007 •   Trustmark Corporation Committees: Human Resources •   Other Directorships: Trustmark National Bank, Cal-Maine Foods, Inc.
						Mr. Baker’s position as president and chief operating officer and director of another publicly-traded company has provided him with significant business leadership skills and experience in evaluating strategic alternatives that focus on maximizing shareholder value. Mr. Baker’s years of service as a director for Trustmark National Bank, and particularly as the Bank Board’s Asset Liability Committee Chairman, provides him with an intrinsic understanding of Trustmark’s strategy for managing liquidity, which is a skill essential to the Board’s risk oversight function.
Fred E. Carl, Jr.			62			•   President and CEO, Viking Range Corporation (Manufacturer of Major Appliances and Related Culinary Products) •   Director of Trustmark since 2009 •   Trustmark Corporation Committees: Strategic Planning •   Other Directorships: Trustmark National Bank
						Mr. Carl founded an industry-leading manufacturer of kitchen appliances and continues to serve as that company’s president and chief executive officer. His company serves national and international markets, which gives Mr. Carl a unique perspective on how consumer needs differ among geographic markets. This input is valuable in shaping Trustmark’s strategy for serving customers in its various markets. Mr. Carl’s extensive and diverse experience in executive management, strategic planning, marketing and public relations enables him to contribute a unique perspective on corporate strategy to Board discussions.
William C. Deviney, Jr.			64			•   CEO, Deviney Construction Company, Inc. (Telecommunications Construction) •   Director of Trustmark since 1995 •   Other Directorships: Trustmark National Bank
						Mr. Deviney serves as the chief executive officer of a telecommunications construction company, which he owns. Having his company’s headquarters located in the same metropolitan area as Trustmark’s headquarters contributes to Mr. Deviney’s keen understanding of Trustmark’s customer base and markets. This awareness, coupled with his historical knowledge of Trustmark’s operations through his lengthy tenure as a director for Trustmark National Bank and his service as the Credit Policy Committee Chairman, provides him with a broad perspective for oversight of Trustmark’s credit and risk management approach.

Name and Age at Record Date						Position, Principal Occupation and Directorships During Past 5 Years
Daniel A. Grafton			63			•   Retired President, L-3 Vertex Aerospace (Provider of Aviation and Aerospace Services) •   Director of Trustmark since 2007 •   Trustmark Corporation Committees: Executive Human Resources (Chairman) Nominating Strategic Planning •   Other Directorships: Trustmark National Bank
						Prior to his retirement, Mr. Grafton served as president of a leading aviation and aerospace services provider. During his career, Mr. Grafton also served as president and chief executive officer as well as chief operating officer for Raytheon Aerospace, a division of Raytheon Company, a publicly-traded company. His extensive business background, together with his experience on numerous boards and committees, has equipped him with the leadership and consensus-building skills necessary to serve as the Human Resources Committee Chairman and, if re-elected as director, Lead Director and Executive Committee Chairman.
Richard G. Hickson			65			•   Chairman, President and CEO, Trustmark Corporation; Chairman and CEO, Trustmark National Bank •   Director of Trustmark since 1997 •   Trustmark Corporation Committees: Executive •   Other Directorships: Trustmark National Bank Mr. Hickson has forty years of experience in the financial services industry, with over thirteen years of service in different capacities for Trustmark and its affiliates. Mr. Hickson served two terms as a director of the Federal Reserve Bank of Atlanta, and currently serves on the Federal Advisory Council of the Federal Reserve System. His extensive background in and understanding of the issues faced by financial services companies provides Mr. Hickson with the expertise in formulating and implementing strategies for maximizing shareholder value necessary to lead the Board.
Gerard R. Host			55			•   President and COO, Trustmark National Bank •   Nominated for Director of Trustmark in 2010 •   Other Directorships: Trustmark National Bank Mr. Host serves as president and chief operating officer for Trustmark’s wholly-owned subsidiary, Trustmark National Bank. He also currently serves as a director of the Federal Reserve Bank of Atlanta, New Orleans Branch. Throughout his tenure with Trustmark, Mr. Host has served in a variety of executive management capacities, including chief financial officer, chief investment officer and president of various divisions. Mr. Host’s in-depth knowledge of Trustmark’s operations and of the financial services industry will enable him to provide both historical and strategic perspectives in Board discussions regarding corporate strategy and governance matters.

Name and Age at Record Date						Position, Principal Occupation and Directorships During Past 5 Years
David H. Hoster II			64			•   President and CEO, EastGroup Properties, Inc. (Real Estate Investment Trust) •   Director of Trustmark since 2008 •   Trustmark Corporation Committees: Audit and Finance Executive Nominating Strategic Planning (Chairman) •   Other Directorships: Trustmark National Bank, EastGroup Properties, Inc.
						Mr. Hoster serves as the president and chief executive officer and a director of a publicly-traded real estate investment trust. In these capacities, Mr. Hoster has developed an extensive understanding of commercial real estate and related investment and financing activities, which enables him to contribute invaluable insight and guidance on corporate strategy and risk management to Board discussions.
John M. McCullouch			62			•   Retired President, AT&T Mississippi •   Director of Trustmark since 2005 •   Trustmark Corporation Committees: Executive Human Resources Nominating (Chairman) Strategic Planning •   Other Directorships: Trustmark National Bank
						Mr. McCullouch was the president of the Mississippi division of a major telecommunications company. Mr. McCullouch’s legal background and business acumen provide him with the necessary skills to assess corporate governance matters and formulate strategy relative to Board planning and oversight. In addition, through his broad and extensive service on other non-public boards, Mr. McCullouch is attuned to the necessity of diversity from various perspectives, which is essential to his service as the Nominating Committee Chairman and as a member of the Human Resources Committee.
Richard H. Puckett			55			•   President and CEO, Puckett Machinery Company (Distributor of Heavy Earth Moving Equipment) •   Director of Trustmark since 1995 •   Trustmark Corporation Committees: Audit and Finance Executive Nominating Strategic Planning •   Other Directorships: Trustmark National Bank
						Mr. Puckett is the president and chief executive officer of a company that serves southern Mississippi, including Jackson, Mississippi, where Trustmark maintains its administrative headquarters. Mr. Puckett brings marketing and business leadership skills, as well as an in-depth understanding of the business climate and customer base in Trustmark’s major legacy markets.

Name and Age at Record Date						Position, Principal Occupation and Directorships During Past 5 Years
R. Michael Summerford			61			•   Former President and COO, ChemFirst, Inc. (Manufacturer of Electronic and Specialty Chemicals) •   Director of Trustmark since 2005 •   Trustmark Corporation Committees: Audit and Finance (Chairman) Executive Human Resources Nominating Strategic Planning •   Other Directorships: Trustmark National Bank
						Mr. Summerford has served as the president and chief operating officer and chief financial officer of another publicly-traded company. He was also a certified public accountant. His career experience has resulted in Mr. Summerford’s expertise in understanding financial statements, accounting methodologies and compensation practices, which is essential to his service as the Audit and Finance Committee Chairman, as the audit committee financial expert and as a member of the Human Resources Committee.
LeRoy G. Walker, Jr.			60			•   President, LTM Enterprises, Inc. (McDonald’s Franchisee) •   Director of Trustmark since 2009 •   Trustmark Corporation Committees: Audit and Finance •   Other Directorships: Trustmark National Bank
						Mr. Walker is the owner/operator of a franchise of a major national restaurant chain. Mr. Walker’s experience in this regard has provided him with a unique and broad perspective of marketing and customer needs. His business skills and experiences on numerous non-public and civic boards demonstrate his ability to work successfully as part of a team and enable him to contribute diverse perspectives to Board discussions.
William G. Yates III			37			•   President and CEO, W.G. Yates & Sons Construction Company (Construction) •   Director of Trustmark since 2009 •   Trustmark Corporation Committees: Strategic Planning •    Other Directorships: Trustmark National Bank
						Mr. Yates is the president and chief executive officer of a commercial construction company with operating divisions located throughout the Southeast, many of which are within markets served by Trustmark. Mr. Yates’ knowledge of these markets, as well as his leadership experience in the various aspects of the construction industry, including employee relations matters, contract negotiations and risk management, provide the Board with an important resource for assessing and managing risks and planning for corporate strategy.

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 03/01/10 (1)				Shares
BlackRock, Inc.			5,729,350	(2)			8.88	%
BlackRock, Inc.
40 East 52nd Street
New York, New York 10022
Robert M. Hearin Foundation			5,565,374	(3)			8.63	%
Robert M. Hearin Support Foundation
Post Office Box 16505
Jackson, Mississippi 39236
Adolphus B. Baker			18,389	(4)(5)
Fred E. Carl, Jr.			3,747	(6)
William C. Deviney, Jr.			37,455	(4)(5)
Duane A. Dewey			61,145	(7)
Daniel A. Grafton			15,189	(8)
Louis E. Greer			50,622	(9)
Richard G. Hickson			389,893	(10)(11)
Gerard R. Host			214,226	(12)(13)
David H. Hoster II			2,989	(5)
John M. McCullouch			9,004	(14)
Richard H. Puckett			93,012	(15)
R. Michael Summerford			9,789	(14)
Breck W. Tyler			53,447	(16)(17)
LeRoy G. Walker, Jr.			14,164	(4)(5)
Kenneth W. Williams			23,576	(18)
William G. Yates III			2,489	(6)
Directors and executive officers of Trustmark as a group			1,482,184	(19)			2.30	%

(1)		Includes options exercisable within 60 days of March 1, 2010.
(2)		According to Schedule 13G filed with the SEC on January 29, 2010, the entity is the beneficial owner of 5,729,350 shares (or 8.88%) of Trustmark common stock. This reporting person has sole voting power with respect to 5,729,350 shares and sole dispositive power with respect to 5,729,350 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.
(3)		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 Foundation’ s trustees: Robert M. Hearin, Jr., Matthew L. Holleman, III, Daisy S. Blackwell, E. E. Laird, Jr., Laurie H. McRee and Alan W. Perry.
(4)		Includes 10,800 shares that the individual has the right to acquire through the exercise of options granted under Trustmark’s stock and incentive compensation plans.
(5)		Includes 1,739 shares of restricted stock to which Mr. Baker, Mr. Deviney, Mr. Hoster and Mr. Walker have sole voting power but which cannot be transferred prior to vesting.
(6)		Includes 1,489 shares of restricted stock to which Mr. Carl and Mr. Yates have sole voting power but which cannot be transferred prior to vesting.
(7)		Includes 37,000 shares that Mr. Dewey has the right to acquire through the exercise of options and 19,021 shares of restricted stock with respect to which Mr. Dewey has sole voting power but which cannot be transferred prior to vesting.
(8)		Includes 12,000 shares as to which Mr. Grafton shares voting and investment power with his spouse, 1,200 shares Mr. Grafton has the right to acquire through the exercise of options and 1,739 shares of restricted stock with respect to which Mr. Grafton has sole voting power but which cannot be transferred prior to vesting.
(9)		Includes 19,300 shares that Mr. Greer has the right to acquire through the exercise of options and 17,671 shares of restricted stock with respect to which Mr. Greer has sole voting power but which cannot be transferred prior to vesting.
(10)		Includes 2,000 shares as to which Mr. Hickson shares voting and investment power with his spouse.
(11)		Includes 184,000 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.

(12)		Includes 21,469 shares owned by spouse and children as to which Mr. Host has no voting or investment control.
(13)		Includes 81,888 shares that Mr. Host has the right to acquire through the exercise of options and 65,259 shares of restricted stock with respect to which Mr. Host has sole voting power but which cannot be transferred prior to vesting.
(14)		Includes 4,800 shares that Mr. McCullouch and Mr. Summerford have the right to acquire through the exercise of options and 1,739 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.
(15)		Includes 9,800 shares that Mr. Puckett has the right to acquire through the exercise of options granted under Trustmark’s stock and incentive compensation plans and 79,376 shares owned by spouse and children as to which Mr. Puckett has no voting or investment control and 1,739 shares of restricted stock with respect to which Mr. Puckett has sole voting power but which cannot be transferred prior to vesting.
(16)		Includes 3,179 shares as to which Mr. Tyler shares voting and investment power with his spouse.
(17)		Includes 22,100 shares that Mr. Tyler has the right to acquire through the exercise of options and 19,021 shares of restricted stock with respect to which Mr. Tyler has sole voting power but which cannot be transferred prior to vesting.
(18)		Includes 8,800 shares that Mr. Williams 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. Williams has sole voting power but which cannot be transferred prior to vesting.
(19)		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 1934 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 the information available to Trustmark, Trustmark believes that its directors and executive officers complied with all reporting requirements under Section 16(a) for 2009, with the following exceptions: Fred E. Carl, Jr. and William G. Yates III each filed one late Form 3, and David H. Hoster II filed one late Form 4 reporting one transaction.

EXECUTIVE COMPENSATION

Human Resources Committee

     The Human Resources Committee of the Board (the Committee) is currently comprised of Messrs. Grafton (Chairman), McCullouch, Baker and Summerford. Until May 2009, the Committee was comprised of Messrs. Grafton (Chairman), Anderson, Garnett and Summerford. Messrs. Anderson and Garnett retired from the Board, and thus from the Committee, in May 2009, and Messrs. McCullouch and Baker were added to the Committee at that time. 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 26, 2010. 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 5605(a)(2) of the NASDAQ Listing 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.

     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 while limiting risk appropriately and (iv) Trustmark’s corporate social responsibility. The Committee reviews, on at least an annual basis, Trustmark’s management talent levels and management succession planning.

     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 2009, the Committee met seven times.

Compensation Discussion and Analysis

     Overview. The following discussion provides an overview and analysis of the philosophy and objectives of the Committee in designing compensation programs for Trustmark’s management. In this discussion, we address the compensation determinations and the rationale for those determinations relating to Trustmark’s NEOs. Although considered “officers” of Trustmark Corporation under the rules and regulations of the Exchange Act, the NEOs’ compensation is paid by the Bank, except for equity awards under Trustmark’s stock and incentive compensation plans.

     This discussion should be read together with the compensation tables for the NEOs beginning on page 30.

     Executive Summary. The Committee believes that executive compensation should be linked with Trustmark’s performance and significantly aligned with the interests of Trustmark’s shareholders. In addition, Trustmark’s executive compensation is designed to allow Trustmark to recruit, retain and motivate employees who play a significant role in the organization’s current and future success.

     The compensation of Trustmark’s NEOs should be understood within the context of Trustmark’s business. Trustmark is a diversified financial services company focused on long-term performance. One of the Committee’s goals is to focus management on Trustmark’s long-term performance. The Committee believes that long-term equity awards are effective tools for aligning management’s interests with long-term shareholder interests in order to increase overall shareholder value. In addition, the NEOs are often asked to implement long-term initiatives for Trustmark that, by definition, take more than one fiscal year to accomplish. Stability and continuity among the NEOs aids in Trustmark’s implementation of such long-term initiatives. However, a portion of the NEOs’ annual compensation is also linked to the short-term success of Trustmark in order to motivate and reward executives to achieve certain objectives and to attract and retain talented executives.

     As Trustmark’s compensation consultant has evaluated Trustmark’s total compensation (base salary, annual incentive and grant date fair value of equity-based awards) over the past three years, Trustmark’s top executive compensation has consistently been at or just below the market median. Additionally, when evaluating Trustmark’s business performance relative to the peer group, Trustmark’s performance has been slightly above the market median. Accordingly, Trustmark’s relative business performance has ranked slightly higher than the corresponding compensation level. These findings support that Trustmark’s executive compensation has been consistent with its pay and performance philosophy.

     As noted in more detail below, in late 2008, Trustmark participated in the Troubled Asset Relief Program (TARP) Capital Purchase Program (CPP) and received a capital investment from the U.S. Treasury Department (Treasury) of $215 million. Participation in this program required certain compensation restrictions on the NEOs and certain most highly compensated employees as described below. In addition, the economy and financial services industry continued to experience a difficult period throughout 2009. As a result of these restrictions and circumstances and as part of its annual review process, the Committee reviewed Trustmark’s compensation arrangements to determine whether compensation changes were appropriate in 2009. The most significant compensation decisions made by the Committee in 2009 involved paying the 2008 annual bonuses to the NEOs other than Mr. Hickson in stock rather than in cash, making changes to overall target bonus payout level for the CFO and to the relative weighting of corporate versus line of business performance measures for Messrs. Dewey and Tyler under the management incentive plan, and increasing the base salaries for Messrs. Host and Tyler. In addition, Trustmark made multiple grants of restricted stock to the NEOs during 2009, all with a goal of providing the originally-approved levels of equity compensation before the enactment and implementation of the incentive pay prohibition and restrictions imposed by the CPP.

     Each element of compensation paid to Trustmark’s NEOs is designed to support one or more of the objectives described below under “Guiding Philosophy.”

     Board and Committee Process. 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, which are considered for approval by the Committee and then recommended to the Bank Board for review and approval. The Committee also administers Trustmark’s equity-based compensation plans, deferred compensation plans and other benefit plans. With respect to equity compensation awarded to other NEOs and associates, the Committee reviews and recommends stock-based awards for approval by the Board. 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 interface with the Committee in connection with the Committee’s executive compensation decision-making, providing comparative data as well as making recommendations. 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. As noted above, Trustmark participated in the CPP under the Emergency Economic Stabilization Act of 2008 (EESA), through which the Treasury invested $215 million in Trustmark preferred stock and warrants on November 21, 2008. As a result of Trustmark’s participation in the CPP, the EESA mandated that Trustmark implement certain restrictions and limitations on executive compensation. In connection with Trustmark’s participation in the CPP, on November 21, 2008 the Committee and the Board approved an omnibus amendment to limit compensation and benefits of Trustmark’s senior executive officers, who are the NEOs, as required by the EESA in accordance with the guidance and regulations issued by the Treasury with respect to the CPP, and all members of Trustmark’s executive management, including the NEOs, consented to the omnibus amendment and executed waivers consenting to the restrictions and limitations required by the EESA.

     On February 17, 2009, President Obama signed into law the American Recovery and Reinvestment Act of 2009 (ARRA). The ARRA amended, among other things, the EESA by directing the Treasury to issue regulations implementing restrictions and limitations on compensation paid or accrued by financial institutions, such as Trustmark, participating in the CPP. The restrictions and limitations of the EESA, as amended by the ARRA, were implemented by interim final rules setting forth TARP standards on corporate governance and executive compensation, published by the Treasury and effective on June 15, 2009, as updated by technical corrections issued in December 2009 and by further guidance from the Treasury in January 2010 (collectively, TARP Standards). Trustmark redeemed the preferred stock on December 9, 2009, such that Trustmark was generally subject to the restrictions and limitations of the EESA, as amended, from November 21, 2008 through December 9, 2009 (TARP Period). The restrictions and limitations, as applicable to Trustmark during a portion or all of the TARP Period, included:

	•	a prohibition during the period from June 15, 2009, through December 9, 2009, on paying or accruing bonus, incentive or retention compensation for Trustmark’s five most highly compensated employees, other than certain awards of restricted stock, restricted stock units or bonuses payable under existing employment agreements in place as of February 11, 2009, and other than certain restricted stock and restricted stock units qualifying as TARP-compliant long-term restricted stock;
	•	a prohibition during the period from June 15, 2009, through December 9, 2009, on making any payments to the NEOs and Trustmark’s next five most highly compensated employees for departure from Trustmark or upon a change in control of Trustmark, other than compensation earned for services rendered or accrued benefits, and a prohibition on the acceleration of vesting due to a departure or a change in control with respect to the NEOs and the next five most highly compensated employees;
	•	subjecting bonus, incentive and retention payments made to the NEOs during the period from November 21, 2008 through December 9, 2009, and to Trustmark’s next 20 most highly compensated employees during the period from June 15, 2009, through December 9, 2009, to repayment (clawback) if based on financial statements or any other performance metric criteria that are later found to be materially inaccurate;
	•	a prohibition during the period from June 15, 2009, through December 9, 2009, on providing formal or informal tax gross-ups or other reimbursements for the payment of taxes to the NEOs and Trustmark’s next 20 most highly compensated employees;
	•	a limitation on the tax deductibility of the portion of an NEO’s annual compensation in excess of $500,000;
	•	a prohibition during the period from June 15, 2009, through December 9, 2009, on any compensation plan that would encourage manipulation of reported earnings, encourage behavior focused on short-term results rather than long-term value creation, or encourage the NEOs to take unnecessary and excessive risks that could threaten the value of Trustmark;
	•	a requirement to conduct semi-annual reviews of the NEO and employee compensation plans to ensure they do not contain such prohibited features;
	•	maintenance of an independent Human Resources Committee;
	•	establishment by the Board of a company-wide policy regarding excessive or luxury expenditures, including entertainment or events, 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 requirement to include a “say-on-pay” proposal for a non-binding vote of shareholders at annual meetings held during the TARP Period, 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;
	•	annual disclosure of certain perquisites and information regarding Trustmark’s compensation consultant;
	•	a review by the Treasury of any bonus, retention awards or other compensation paid to the 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; and
	•	annual certifications by the CEO and CFO of compliance with the TARP Standards.

     The restrictions and limitations of the TARP Standards required Trustmark to implement certain changes to its 2009 executive compensation, as noted in the following discussion.

     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 while limiting risk appropriately. 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 common equity, as adjusted, and earnings per share, as adjusted, 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, while limiting risk appropriately,
	•	creating an incentive for personal performance by providing base compensation to each NEO as a key element of a total compensation package,
	•	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, and
	•	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 companies. For 2009, the mix and amount of executive compensation for the NEOs and certain other employees was impacted by the restrictions and limitations of the TARP Standards. 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 and broader financial services industry comparisons (referred to as blended market data) and company affordability analysis. Based on its review, the Committee believes total compensation for Trustmark’s NEOs for 2009 is generally at the median 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 Committee Chairman must obtain approval of the Board for engagements that exceed $10,000 annually. For 2009, the Board pre-approved an allowance of up to $100,000 for use by the Committee, and at its June 2009 meeting, the Committee approved an additional $40,000 to engage the compensation consultant to analyze the compensation of Trustmark’s top five executives. To ensure that Trustmark’s compensation levels were generally at the median level of compensation for management of similar-sized financial institutions with Trustmark’s level of corporate performance, and as a matter of business prudence, the Committee retained Mercer (US) Inc. (Mercer), a compensation consultant, 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. With the consent of the Committee Chairman, Mercer may, from time to time, contact Trustmark’s executive officers for information necessary to perform its assignments and may make reports and presentations to and on behalf of the Committee. At the Committee’s direction, Mercer’s services for the Committee during fiscal 2008 and 2009 for compensation to be awarded in 2009 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 Trustmark’s performance 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,

	•		providing an overview of the executive compensation requirements under the CPP,
	•		providing comments regarding risk assessment of Trustmark’s executive compensation,
	•		evaluating the competitiveness of Trustmark’s outside director compensation, 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 executive compensation determinations 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 Director of Human Resources, 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 and having similar organizational structure. The companies comprising the peer group for the Committee’s 2009 executive compensation determinations are the same 23 financial institutions used by the Committee for its 2008 determinations. The 23 peer companies all had assets within approximately one-half to two times the size of Trustmark, which is considered an ideal range for comparison purposes. The specific asset sizes for the peer companies listed in the Mercer report of December 2008 ranged from approximately $6.0 billion to $18.0 billion. The market capitalizations ranged from approximately $277.0 million to $3.0 billion. Historically, the market capitalization size of Trustmark’s peer companies ranged from approximately $1.0 billion and $3.0 billion, but Mercer noted that due to the difficult economy, as of the end of November 2008, 10 of the peer companies had fallen below $1.0 billion. Mercer advised against removing those companies from the peer group at that time and instead recommended against relying primarily on market capitalization for selecting the peer companies because of its potential volatility, placing more emphasis on comparative asset size. For comparison purposes, Trustmark’s asset size was just below the median for this peer group, while its market capitalization was slightly above the median for this peer group.

     For 2009, Trustmark’s 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

     In preparing to determine compensation for 2010, the Committee requested Mercer to present its annual review in 2009 prior to the usual December meeting time frame. As a result, Mercer presented its annual analysis at the Committee’s October 2009 meeting, with such analysis covering:

	•		all five of the NEOs (compared to only the CEO and COO in the 2008 analysis),
	•		executive compensation trends during the global financial crisis and economic recession,
	•		legislative and regulatory actions impacting executive compensation,
	•		projected evolution of best practices in financial services industry compensation,
	•		overview of the TARP Standards, and
	•		a comparison of a more geographically local concentration of publicly-traded banks.

     In following the Peer Group Policy to determine the peer group for 2010, and in anticipation of the December 2009 Committee meeting, the Director of Human Resources reviewed financial services industry company information provided by internal sources and the compensation consultant. The consolidated findings were presented to the Committee with the recommendation that four institutions be replaced from the current list, since the profiles of those institutions no longer aligned with Trustmark’s profile parameters. The 2010 overall list, including the four replacements, created a median asset size and market capitalization similar to Trustmark’s and added three additional peers that were within the same geographic footprint as Trustmark.

     In the course of conducting its activities during 2009, Mercer participated in four Committee meetings to present 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 approximate percentages of salary, bonus and equity-based (using grant date fair value) compensation compared to the total of such compensation (referred to as total compensation) for 2009 were as follows for the NEOs:

Name		Base Salary %				Cash Bonus %				Equity Award %
Richard G. Hickson			29	%			11	%			60	%
Louis E. Greer			48	%			22	%			30	%
Gerard R. Host			40	%			13	%			47	%
Breck W. Tyler			32	%			43	%			25	%
Duane A. Dewey			49	%			26	%			25	%

     In allocating compensation among salary, bonus and equity-based compensation, 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. Historically, Trustmark has provided that for the senior-most levels of management, both cash incentive payments and the majority of equity-based awards should be determined by performance achievement. However, the TARP Standards’ prohibition on bonus payment or accrual applied during the period June 15, 2009, through December 9, 2009, to Trustmark’s five most highly compensated employees, whether or not they were also NEOs, and accordingly, impacted the compensation of Messrs. Hickson, Host, and Tyler for 2009. As a result of the application of the TARP Standards, the Committee allocated certain compensation elements differently during the TARP Period in order to comply with the TARP Standards and, to the extent not inconsistent with the TARP Standards, still fulfill Trustmark’s executive compensation philosophy and goals.

     Because Mr. Hickson was one of Trustmark’s five most highly compensated employees for 2009, the TARP Standards prohibited Trustmark from accruing any amounts under the management incentive program for Mr. Hickson from June 15, 2009, through December 9, 2009. Mr. Hickson’s 2009 equity-based award was not limited by the TARP Standards because it was granted pursuant to a written employment agreement in place as of February 11, 2009.

     Because Mr. Host was one of Trustmark’s five most highly compensated employees for 2009, the TARP Standards prohibited Trustmark from accruing any amounts under the management incentive program for Mr. Host from June 15, 2009, through December 9, 2009, and Mr. Host was only granted a portion of his equity-based award originally approved in January 2009 due to the limitations of the TARP Standards.

     The compensation package of Mr. Tyler differs from other NEOs. In addition to the annual cash bonus opportunity under the management incentive plan, Mr. Tyler has historically received a quarterly production incentive based on the mortgage department’s production, which typically accounts for approximately 40% of his total compensation in a year. Mr. Tyler’s “cash bonus” shown above reflects both his bonus under the management incentive plan and the quarterly production incentives earned in 2009. Because Mr. Tyler was one of Trustmark’s five most highly compensated employees for 2009, the TARP Standards prohibited Trustmark from paying the portion of his quarterly incentive for the second quarter of 2009 that had accrued prior to June 15, 2009, until after the TARP Period ended. In addition, the TARP Standards prohibited Trustmark from accruing any amounts under the quarterly incentive program or under the management incentive program for Mr. Tyler from June 15, 2009, through December 9, 2009.

     Base Salaries. Base salary constitutes the foundation of each NEO’s total compensation package and 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 within Trustmark’s peer group and the broader financial services industry 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 had previously

determined that the CEO would not receive a base salary increase until March 2009. In looking toward the March 2009 merit increase date, the Committee had an analysis presented by Mercer in December 2008 noting that the 2008 combined base salary for the CEO and COO was at the median (100%) of the blended market data. This level was a decline from the previous year’s study indicating base salaries slightly above the median (107%). In addition, the analysis indicated that annual bonuses and long-term incentives were slightly less competitive than base salaries, according to the blended market data. Because management was making a recommendation to further delay the salary increases for the 30 senior management associates, including the other NEOs, Mr. Hickson requested that he not receive an increase to his salary during 2009. As a result, the Committee approved no salary increase for Mr. Hickson in 2009.

     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 blended 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 2009, based on management’s recommendation as part of ongoing expense management, the Committee determined the other NEOs, with the exception of the CFO, would not receive a base salary increase at the planned March 2009 interval, thereby extending the base salary increase cycle beyond the originally planned 18 months. The CEO did recommend a 16.28% increase in 2009 base salary for the CFO, which was approved effective March 1, 2009, as part of a continuing move to bring his salary to a more competitive level within the blended market data, as highlighted by a recommendation from Mercer after a review of benchmark data presented in December 2007.

     The base salaries for 2008 and those approved for 2009, as of March 1, 2009, were as follows:

		2009				2008
		Base Salaries				Base Salaries				% Change
Name		($)				($)				(%)
Richard G. Hickson		$	726,716			$	726,716				---
Louis E. Greer		$	250,000			$	215,000				16.28	%
Gerard R. Host		$	371,315			$	371,315				---
Breck W. Tyler		$	164,800			$	164,800				---
Duane A. Dewey		$	300,000			$	300,000				---

     Later in 2009, based on the analysis and comparative information provided by Mercer and the recommendation of the CEO, at its December meeting, the Bank Board approved the recommendation of the Committee to increase the base salaries of Messrs. Host and Tyler. The salary increases were effective as of October 1, 2009 and were as follows:

		New
		Base Salaries
Name		($)
Gerard R. Host		$	450,000
Breck W. Tyler		$	285,000

     The salary increase for Mr. Host represents an increase of approximately 21% over his prior base salary, and the salary increase for Mr. Tyler represents an increase of approximately 73% over his prior base salary. The Committee recommended that Mr. Host’s base salary be increased in order to better align his salary with the blended market data of chief operating officers of other financial services companies. While the increased base salary is above the median of the blended market data for this position, the Committee determined such an increase was appropriate in light of Mr. Host’s long and experienced career. The Committee recommended that Mr. Tyler’s base salary be increased to a level that would be more in line with the blended market data and would be a first step in changing his overall compensation structure to maximize his executive role. In the past, Mr. Tyler’s compensation package has differed from that of the other NEOs in that a significantly higher proportion of Mr. Tyler’s total compensation has consisted of a cash bonus as a result of quarterly production incentives based on the mortgage department’s production. In aligning Mr. Tyler’s compensation more closely with that of other members of executive management, the Committee considered whether to also reconfigure his bonus and incentive compensation to emphasize corporate results and line of business results, but determined not to make a change at that time.

     In preparing the 2010 salary budget, in light of the fact that the NEOs had not received merit increases since October 2007, the CEO recommended and the Committee approved that the NEOs receive base salary increases effective March 2010. Likewise, the Committee recommended and the Board approved a base salary increase for the CEO effective March 2010.

     Annual Cash Bonuses. The Committee’s typical practice is to award cash bonuses based upon the achievement of performance objectives in accordance with an annual management incentive plan. Cash bonuses 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. During 2009, limitations of the TARP Standards prohibited Trustmark from paying or accruing bonus amounts for Trustmark’s five most highly compensated employees for 2009.

     Key features of the annual management incentive plan include:

	•		a primary emphasis on corporate performance, as measured by earnings per common share (EPS), return on average tangible common equity (ROATCE) and net income available to common shareholders, each as adjusted by the Committee,
	•		a quantitative assessment of strategic achievements in areas of management including operating efficiency, revenue growth, credit quality and net income for the company and/or for 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 overall incentive target payout levels for the cash bonuses for the NEOs under the annual management incentive plan, stated as a percentage of base salary, using performance goals from Trustmark’s profit plan, such as EPS, ROATCE, net income available to common shareholders (NI) and the efficiency ratio, each as may be adjusted by the Committee. For this purpose, the performance goals may be adjusted to exclude the effects of events that the Committee believes are outside the influence or control of the NEOs. The Committee identifies categories of excluded items on an annual basis in connection with its review and recommendation of cash bonus target levels. The Committee may, however, make further adjustments to the performance goals during or after the year if the Committee determines in its discretion that such additional adjustments are appropriate to exclude the effect of events that the Committee believes are outside of management’s control.

     For 2009, the Committee approved the following adjustments to the performance goals under the management incentive plan:

	•		the impact of the FDIC special assessment of $4.3 million ($2.7 million after tax) assessed in the second quarter of 2009 was excluded from EPS, ROATCE, NI and the efficiency ratio, because the Committee determined that the assessment was outside management’s control and
	•		the impact of a $3.7 million gain on sales of investment securities, net of tax, was excluded from NI because Trustmark did not consider such gain (or loss) in developing its 2009 profit plan.

     The Committee also 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.

     In accordance with the terms of his employment agreement, the CEO’s overall target bonus payout level for 2009 was 70% of base salary, with a potential maximum of 100% of base salary. The COO’s overall target bonus payout level for 2009 was established at 60% of base salary, with a potential maximum of 90% of base salary. For the other NEOs the overall target bonus payout levels for 2009 were established at 45% for Mr. Dewey, 40% for Mr. Greer, and 25% for Mr. Tyler. The potential maximum for these NEOs was 67.5%, 60%, and 37.5%, respectively. The 2009 overall target bonus payout for the CFO represented an increase of 5% over the 2008 level of 35% as part of a continuing move to bring his compensation to a more competitive level, based on a recommendation from Mercer that the CFO’s total cash compensation (base salary and annual incentive) level was significantly below the median.

     For 2009, overall incentive targets for NEOs were allocated between varying measured weightings with respect to corporate performance goals, strategic operational drivers and, for NEOs working in specific business units, business unit goals. For 2009 targets, the Committee decided to retain the approach used in 2008, retaining the CEO and the COO target levels weighted 75% on corporate performance (measuring actual results for adjusted EPS and adjusted ROATCE 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 adjusted NI compared to Trustmark’s profit plan. For 2009, the weightings for Mr. Dewey were revised to increase the weighting of corporate performance by 10% in order to provide an equal 50/50 weighting between corporate performance and line of business performance, placing enhanced emphasis on his executive role. Similarly, the weightings for Mr. Tyler were revised to increase the emphasis on corporate performance goals from 30% to 40% and to decrease from 70% to 60% the weightings on specific business unit net income. This change begins

a movement toward greater emphasis on his executive role as well. For the CFO, who does not work in a specific business unit, his increased overall target bonus payout level was still weighted 65% on corporate performance goals and 35% on strategic operational drivers, the same allocation as in 2008.

     The various performance goals are set to equate to Trustmark’s actual profit plan for the year for those same measures. In preparing the 2009 management incentive plan’s threshold and maximum performance levels for bonus payouts and bonus payout levels for approval by the Committee and the Board, management recommended that the same performance and payout levels for various corporate and strategic operational drivers be used as were used in determining the 2008 bonus payments. Accordingly, for the 2009 bonus matrix, the Committee recommended and the Board approved threshold performance levels for adjusted EPS, adjusted ROATCE, non-interest income, net interest income and adjusted NI of 85% of the performance measure target and maximum performance levels of 115% of the performance measure target, threshold performance levels for efficiency ratio of 107.5% of the performance measure target and maximum performance level of 92.5% of the performance measure target. The Committee felt that these performance goals provide the motivation to ensure consistent activity that will achieve results as close as possible to target, even if target results appear more difficult to obtain within the current economic environment. Depending on performance achievement against the stated goals, the payout percentage, if any, for 2009 could range from a level of 70% (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 goals such that the payouts under the management incentive plan at the target levels or slightly above are achievable, but challenging.

     A five-year historic perspective for the NEOs indicates that the annual bonus performance targets are attainable, yet consistently challenging, in that individual payout results for the NEOs have fallen below the target level for approximately 60% of payout opportunities and above the target level for approximately 40% of payout opportunities, excluding reductions made as required by the TARP Standards for 2009.

     In January 2010, the Committee reviewed Trustmark’s performance in 2009 compared to the performance goals established by the Committee and approved by the Board under the management incentive plan for 2009 for corporate performance, corporate strategic, operational drivers, as applicable, and line of business performance, as applicable. The following table shows the relevant performance goals established for 2009 and the extent to which such goals were achieved:

		2009 Profit Plan
		Targets as				2009 Results as
		Approved by				Approved by				% of Profit
Performance Goals Measures		the Committee				the Committee				Plan Achieved
($ in millions except per share data)
Corporate (all NEOs):
EPS (1)		$	1.25			$	1.31				116%
ROATCE (1)			11.05%				11.17%				104%
Corporate Strategic/Operational Drivers
(Hickson, Host and Greer only):
Efficiency Ratio (1)			59.99%				57.70%				125%
Revenue Growth:
Net interest income		$	321.20			$	354.21				134%
Non-interest income		$	159.30			$	162.78				107%
Credit Quality:
Net Charge-Offs		$	50.00			$	68.37				78%
Nonperforming Assets		$	192.00			$	231.26				0%
Net Income (1)(2)		$	71.75			$	72.37				103%
Line of Business Goals:
Net Income – Corporate Banking (Dewey only)		$	13.07			$	14.03				124%
Net Income – Mortgage Services (Tyler only)		$	10.34			$	21.24				150%

(1)		For purposes of the 2009 performance goals, the Committee excluded from EPS, ROATCE, NI and the efficiency ratio the impact of the FDIC special assessment of $4.3 million ($2.7 million after tax) assessed in the second quarter of 2009, because it determined that the assessment was outside management’s control.
(2)		For purposes of the 2009 performance goals, the Committee excluded from NI the impact of a $3.7 million gain on sales of investment securities, net of tax, because Trustmark did not consider such gain (or loss) in developing its 2009 profit plan.

     After applying the relevant weighting to the achievement of the applicable performance goals for each NEO, in January 2010, the Committee approved the bonus payout for the CEO, which was then approved by the Board in January 2010, and in February 2010 the Committee approved the bonus payouts for the other NEOs, which were then approved by the Bank Board

in March 2010.

     Because Messrs. Hickson, Host and Tyler were among Trustmark’s five most highly compensated employees for 2009, they were each subject to the general prohibition on payment or accrual of bonus amounts set forth in the TARP Standards. Accordingly, the TARP Standards prohibited Trustmark from accruing any cash bonus amounts under the management incentive program for Messrs. Hickson, Host and Tyler during the June 15, 2009, through December 9, 2009, period. As a result, the cash bonuses paid to Messrs. Hickson, Host and Tyler for 2009 performance represent accrual of the bonus awards only for the period from January 1, 2009, through June 14, 2009, and from December 10, 2009, through December 31, 2009.

      In March 2010, Trustmark paid the following cash bonuses for 2009 performance under the management incentive plan, which amounts reflect the reduction for Messrs. Hickson, Host and Tyler pursuant to the general prohibition on bonus payment and accrual in the TARP Standards during part of 2009:

		2009 Calculated								Portion of 2009								2009 Cash Bonus
		Performance				2009 Calculated				Cash Bonus Disallowed				2009 Cash				Paid as % of
		Level Achieved				Annual Cash Bonus				for TARP Period				Bonus Paid				Base Salary
Name		(%)				($)(1)				($)				($)				(%)(1)
Richard G. Hickson (2)			108	%		$	549,171				($267,815	)		$	281,356				38.72	%
Louis E. Greer			109	%		$	109,036				---			$	109,036				43.61	%
Gerard R. Host (2)			108	%		$	240,513				($117,291	)		$	123,222				33.19	%
Breck W. Tyler (2)			134	%		$	55,364				($  27,000	)		$	28,364				17.21	%
Duane A. Dewey			118	%		$	158,917				---			$	158,917				52.97	%

(1)		Calculated using base salary as of March 1, 2009.
(2)		Because Messrs. Hickson, Host and Tyler were among Trustmark’s five most highly compensated employees for 2009, the “2009 Cash Bonus Paid” amounts for them represent accrual of the bonus award only for the period from January 1, 2009, through June 14, 2009, and from December 10, 2009, through December 31, 2009, in accordance with the TARP Standards.

     In addition to cash bonus awards 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. Because Mr. Tyler was one of Trustmark’s five most highly compensated employees for 2009, the TARP Standards prohibited Trustmark from paying the portion of his quarterly incentive for the second quarter of 2009 that had accrued prior to June 15, 2009, until the end of the TARP Period and prohibited Trustmark from accruing any amounts under the quarterly incentive program for Mr. Tyler from June 15, 2009, through December 9, 2009.

     These 2009 cash bonus amounts are presented as Non-Equity Incentive Plan Compensation for 2009 in the Summary Compensation Table on page 30.

     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 generally constitute the largest non-cash component of each NEO’s total compensation package, but, as explained below, during 2009 equity-based awards were subject to the limitations of the TARP Standards with respect to paying or accruing bonus amounts for Trustmark’s five most highly compensated employees. Equity-based 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. Awards are typically 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. For 2009, the awards were originally approved by the Board on January 27, 2009, but the ARRA was enacted before the awards for the NEOs were formally documented and executed, raising significant questions regarding Trustmark’s ability to grant the restricted stock and restricted stock units to the NEOs. As a result of this uncertainty, the Committee determined to take a conservative approach and did not grant final approval of the awards until March 31, 2009, at which time the Committee awarded a reduced number of performance-based awards and no time-based awards. In the case of the CEO, his award was required by his employment agreement, which was in place prior to February 11, 2009, and, therefore, was allowed under the TARP Standards.

     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
	•		the maximum amount of restricted stock, stock options, SARs and other incentive awards that can be granted to a participant in any given year.

     Since 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, Trustmark’s primary form of equity compensation is restricted stock awards. In 2006 and 2007, Trustmark granted to NEOs only performance-based restricted stock under its equity-based compensation plan. In 2008, based on 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% being time-based.

     For 2009, as in 2008, the Committee recommended using 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. 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 and RSU 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, which vest in three years, 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 2009, Trustmark initially approved a grant to the NEOs, other than the CEO, of the same combination of performance-based and time-based restricted shares at a value equivalent to the 2008 grant.

     For the performance-based restricted stock awards granted in 2009, performance goals for all of the NEOs were the same as for 2008. The awards vest based on the achievement of target percentages related to ROATCE (50%), with vesting up to and including 100%, and total shareholder return (TSR) (50%), with vesting up to and including 100%, compared to Trustmark’s 23-institution peer group. For ROATCE, 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, 2009, and continues through December 31, 2011, with the exception of Mr. Hickson’s, which ends on December 31, 2010. If a greater than 100% vesting level with respect to the ROATCE 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 2012 and will vest on December 31, 2014, if the executive remains employed through such date, with the exception of Mr. Hickson, whose excess shares will be issued during the first 2 ¹/2 months of 2011 and will vest on May 10, 2011.

     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 ROATCE 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 to which they relate vest. No interest is paid on the accumulated dividends.

     Because they were among Trustmark’s five most highly compensated employees for 2009, Messrs. Hickson, Host and Tyler were subject to the general prohibition on payment or accrual of bonus amounts set forth in the TARP Standards during 2009. Accordingly, the TARP Standards prohibited Trustmark from paying or accruing any awards to these executives under the 2005 Incentive Plan from June 15, 2009, through December 9, 2009, unless the awards constituted TARP-compliant long-term restricted stock or RSUs as defined in the TARP Standards or qualified for another exception to the general bonus prohibition. Under the TARP Standards, equity-based awards may be made to the five most highly compensated employees even during the bonus prohibition period if the awards are made in shares of long-term restricted stock or RSUs, the value of the restricted stock or RSUs does not exceed one-third of the associate’s total annual compensation for the year in which the award is granted, the restricted stock or RSUs generally do not become transferable except in accordance with a schedule based on Trustmark’s repayment of the TARP financial assistance, and the associate is required to forfeit the restricted stock if he does not provide services for at least two years following the date of grant, with exceptions for the associate’s death, disability or certain change in control events. In addition, all of the NEOs and Trustmark’s next five most highly

compensated employees (other than the NEOs) were subject to the prohibition on “golden parachute” payments set forth in the TARP Standards during 2009. The TARP Standards prohibit any payment upon departure from Trustmark or upon a change in control of Trustmark, other than compensation earned for services rendered or accrued benefits, and also prohibit accelerated vesting due to a departure or a change in control with respect to the NEOs and Trustmark’s next five most highly compensated employees (other than the NEOs) during the TARP Period. Accordingly, for most awards granted to the NEOs during 2009, the terms of the restricted stock granted under the 2005 Incentive Plan were revised to comply with the TARP Standards. The CEO’s 2009 equity-based award was not required to be paid in TARP-compliant long-term restricted stock or RSUs because the award was required by his employment agreement, which was in place prior to February 11, 2009, and therefore satisfied the requirements for the exception to the general bonus prohibition under the TARP Standards.

     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 equity-based compensation grant to the CEO would be the final one in his current role. In lieu of receiving a long-term incentive compensation award in 2010 or 2011, the CEO’s employment agreement provides for his 2009 equity-based compensation award to be twice the amount of a normal award, with one-half of the award being performance-based and one-half being time-based. The time-based portion of the award was granted as time-based restricted stock. The performance-based portion of the award was granted partly as performance-based restricted stock and partly as performance-based RSUs, because granting the entire performance-based portion of the award as restricted stock would have exceeded the annual award limit under the 2005 Incentive Plan. The RSUs were granted outside of the 2005 Incentive Plan, may be settled only in cash and follow the same requirements, vesting (including the possibility of being issued excess units for performance vesting in excess of 100% of target) and value as a share of the performance-based restricted stock 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. Due to the CEO’s expected retirement in May 2011, these awards were based on a two-year performance period (2009 and 2010) as opposed to three years for the other NEOs and require the CEO to continue to be employed only through his retirement in May 2011.

     Throughout 2009, the Committee made additional changes to Trustmark’s equity-based compensation awards for 2009 to comply with the TARP Standards. It was determined that the CEO’s 2009 equity-based compensation award was not prohibited by the TARP bonus prohibition because the CEO’s written employment agreement, which was in place as of February 11, 2009, committed Trustmark to the equity award to be made in 2009 and thus satisfied the requirements for the exception to the general bonus prohibition. As discussed above, after the Committee approved the restricted stock awards for the NEOs (other than the CEO) on January 27, 2009, the enactment of the ARRA resulted in uncertainty regarding whether Trustmark could issue the awards that had been approved. Taking a conservative approach, the Committee delayed final approval of the awards to a later time to allow additional guidance from the Treasury. However, with no indication from the Treasury when such additional guidance would be available, the Committee decided to review the matter at its meeting on March 31, 2009.

     At the meeting on March 31, 2009, counsel reviewed for the Committee a summary of the TARP Standards’ impact on executive compensation at that time, which included a provision prohibiting executives who did not qualify for the exception to the general bonus prohibition from receiving restricted stock awards valued at more than one-third of their total compensation. Working within this limitation, the Committee allocated a portion of available shares of restricted stock to provide restricted stock awards in lieu of the 2008 cash bonus awards earned by the NEOs (other than the CEO). The Committee postponed the issuance of the time-based awards originally approved in January 2009 and approved the use of the remaining available shares to issue a portion of the 2009 performance-based restricted stock awards, subject to the one-third limitation noted above. As a result, a reduced number of the shares originally approved by the Board on January 27, 2009, was granted on March 31, 2009, to the NEOs (other than the CEO).

     After the publication of Treasury’s interim final rules effective on June 15, 2009, the Committee determined that the restricted stock issued in lieu of cash for the 2008 bonuses was not subject to the one-third limitation. Therefore, at a meeting on October 14, 2009, the Committee approved the issuance of the balance of the shares originally approved in January 2009 to fulfill the long-term incentive compensation awards. The Board approved this recommendation at its October 27, 2009, meeting. For Messrs. Tyler, Dewey and Greer, the grants for the balance of the full number of performance-based and time-based shares were made in shares of TARP-compliant long-term restricted stock and were evidenced by a new form of restricted stock agreement containing the relevant restrictions of the TARP Standards. Although Messrs. Dewey and Greer were not among Trustmark’s five most highly compensated employees for 2009 and thus were not limited to receiving TARP-compliant long-term restricted stock, the Committee determined to award them TARP-compliant long-term restricted stock both to ensure compliance with the TARP Standards in case either one became one of Trustmark’s five most highly compensated employees during the TARP Period and to treat all NEOs alike. The only NEO who did not receive the full number of shares originally approved in January 2009 was Mr. Host, because the originally approved award amounted to more than one-third of his total 2009 compensation. After giving effect to the applicable limitations imposed on him by the TARP Standards, Mr. Host was issued 4,805 performance-based shares and 2,902 time-based shares on October 27, 2009, resulting in a shortfall of 5,162 performance-based shares and 2,543 time-based shares, a combined 7,705 shares, from the

original award approved in January 2009.

     After Trustmark redeemed the preferred stock on December 9, 2009, the Committee approved at its meeting on December 16, 2009, the issuance of a portion of the January 2009 approved but previously unissued 7,705 shares to Mr. Host. However, the TARP Standards prohibited Mr. Host from accruing restricted stock from June 15, 2009 through December 9, 2009, so the December 16, 2009, award was subject to a reduction to reflect the accrual prohibition for the required non-accrual period. After applying the appropriate reduction, Mr. Host was issued 4,301 performance-based shares and 2,119 time-based shares with a December 16, 2009, grant date. The total number of shares originally approved for Mr. Host in January 2009 that were ultimately disallowed due to the application of the TARP Standards was 1,285.

     The following table reflects the grant date fair values of the 2009 performance-based restricted stock awards and any potential excess shares (and RSUs and any potential excess units, in the case of the CEO’s awards) to the NEOs:

		Value of
		Performance-Based				Value of Excess
		Shares or RSUs				Shares or Units
Name		($)				($)(1)
Richard G. Hickson		$	562,269			$	415,655
Louis E. Greer		$	68,147			$	51,532
Gerard R. Host		$	202,422			$	161,717
Breck W. Tyler		$	68,740			$	52,716
Duane A. Dewey		$	68,421			$	52,079

(1)		Reflects the attainment of maximum excess shares, and, in the case of Mr. Hickson, excess units; however, these awards will only be issued if, and only to the extent, the performance shares’ or RSUs’ aggregate ROATCE and TSR vesting percentage exceeds 100%.

     The following table reflects the grant date fair values of the 2009 time-based restricted stock awards to the NEOs:

		Value of
		Time-Based Shares
Name		($)
Richard G. Hickson		$	558,868
Louis E. Greer		$	33,904
Gerard R. Host		$	99,195
Breck W. Tyler		$	33,904
Duane A. Dewey		$	33,904

     Except for the CEO (as explained above), these time-based awards vest 100% at January 27, 2012, 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, subject to compliance with the TARP Standards’ prohibition on accelerated vesting. Dividends on any time-based restricted stock are accumulated and will be paid only when and to the extend the shares to which they relate vest.

     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. During the TARP Period, the severance benefits of Messrs. Hickson and Host were subject to the golden parachute prohibition of the TARP Standards, which prohibited Trustmark from making any payments to the NEOs and Trustmark’s next five most highly compensated employees for departure from Trustmark, other than compensation earned for services rendered or accrued benefits.

     Trustmark Capital Accumulation Plan. Trustmark maintains a non-contributory defined benefit plan (Trustmark Capital Accumulation Plan) that until May 15, 2009, covered substantially all associates, including the NEOs, employed prior to January 1, 2007. Retirement benefits under the plan 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, benefit accrual under the plan was frozen as of May 15, 2009, for all associates other than certain grandfathered participants, none of whom were NEOs. This freeze affected all NEOs for 2009. Individual pensions under the plan will not increase, except for interest and

life expectancy changes as required by IRS regulations (and except for certain grandfathered participants, none of whom are NEOs) after the effective date of the freeze. No associates will lose their previously earned pension benefits. The plan is described in more detail under “Trustmark Capital Accumulation Plan” on page 37.

     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 37. During the TARP Period, certain benefits under the plan were subject to the golden parachute prohibition of the TARP Standards with respect to NEOs and Trustmark’s next five most highly compensated employees.

     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 and contribution 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 2009” on page 38.

     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. During the TARP Period, these change in control provisions were subject to golden parachute prohibition of the TARP Standards, which prohibited Trustmark from making any payments to the NEOs and Trustmark’s next five most highly compensated employees for departure from Trustmark or upon a change in control, other than compensation earned for services rendered or accrued benefits, and prohibited accelerated vesting due to a departure or a change in control. 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, if a change in control were to have occurred on or before December 31, 2009, Mr. Hickson would have been entitled to have his home purchased by Trustmark under certain circumstances if he had been unable to sell his home after termination following the change in control. The employment agreements entered into with Messrs. Hickson and Host are described under “Employment Agreements” on page 40, and the amounts which would have been payable assuming a termination event at December 31, 2009, are shown in the Potential Payments Upon Termination or Change in Control table on page 39.

     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. If Mr. Hickson or Mr. Host had terminated employment or a change in control had occurred during the TARP Period, any enhancement to the benefits provided through the additional years of service special crediting provision under the Executive Deferral Plan would have been subject to the golden parachute prohibition of the TARP Standards.

     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 Mercer 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 new employment agreement for the CEO 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 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 as 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 40.

     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 compensation than without a reduction. In addition to the prohibition on golden parachute payments, during the TARP Period Trustmark was also prohibited from providing formal or informal tax gross-ups or other reimbursements for the payment of taxes to the NEOs and Trustmark’s next 20 most highly compensated employees (other than the NEOs).

     As noted earlier, due to Trustmark’s participation in the CPP, Trustmark adopted an omnibus amendment that made certain changes to these agreements for Messrs. Hickson and Host, so that the payments which would have otherwise been made under these agreements during the TARP Period would be limited as necessary to comply with the TARP Standards. These limitations ceased to apply when the TARP Period ended on December 9, 2009.

     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 2009 table on page 31. 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), provided that as of May 15, 2009, individual pensions will not accrue additional benefits, except for interest and life expectancy changes as required by IRS regulations, after the effective date, 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 generally in Trustmark’s best interest, and that of its shareholders, to comply with the requirements of Section 162(m). It is, therefore, the Committee’s general 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). The Committee also believes, however, that in certain circumstances factors other than tax deductibility should take precedence when determining the forms and levels of executive compensation most appropriate and in the best interests of the Company and its shareholders. Given the competitive market for outstanding executives, for example, the Committee believes that it is important for it to retain the flexibility to determine

compensation elements consistent with Trustmark’s compensation philosophy, even if some executive compensation is not fully deductible under Section 162(m). Accordingly, the Committee may from time to time approve elements of compensation for certain executives that are not fully deductible by Trustmark, and reserves the right to do so in the future when appropriate. 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 CPP 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. This limitation applies to essentially all compensation of the affected executives, including deferred compensation, commission pay and performance-based compensation. Because a portion of fiscal 2009 occurred during the TARP Period for Trustmark, the $500,000 limitation applies to Trustmark on a pro-rata basis for 2009. In addition, certain long-term awards that accrue in part during the TARP Period, and compensation that was earned during the TARP Period, which is paid after 2009 will also be subject to the $500,000 deduction limit on a pro-rata basis.

     When the Board determined to participate in the CPP, it was aware of, factored into its analysis and agreed to, the potential increased after-tax cost of Trustmark’s executive compensation program that could result from the CPP’s $500,000 deduction limitation. As a result, while the Committee is constantly mindful of the Section 162(m) deduction limitation, during 2009 it concluded that the $500,000 deduction limitation would 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 consistent with its compensation philosophy. In 2009, the compensation of Mr. Hickson and Mr. Host was not fully deductible by Trustmark under Section 162(m).

     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.

     Analysis of Risk Associated with Trustmark’s Compensation Policies and Practices. Beginning in 2009, the Committee, together with Trustmark’s risk officers, conducted an in-depth risk assessment of Trustmark’s compensation policies and practices. Management prepared detailed materials regarding the operation of Trustmark’s various compensation arrangements with its associates and submitted the materials to Trustmark’s risk officers, who reviewed the materials with the members of management most closely involved with the respective compensation arrangements. Trustmark’s risk officers identified the key enterprise risks to which Trustmark is subject, including credit, liquidity, market/interest rate, compliance, operational, technology, strategic, reputational and other risks, and focused their review on the compensation arrangements most likely to implicate those risks. Trustmark’s Chief Risk officer presented their conclusions and supporting materials to the Committee, which reviewed and approved the information at its meeting on February 22, 2010. The Committee has concluded that several features of Trustmark’s compensation policies and practices, including the overall compensation mix, weighting of performance metrics, use of full value equity-based awards with multiyear vesting periods, and establishment of targets with payouts at multiple levels of performance, maintain an appropriate balance between prudent business risk and resulting compensation and encourage appropriate risk behavior consistent with Trustmark’s business strategy and profit goals. As a result, the Committee has concluded that Trustmark’s compensation policies and practices are not reasonably likely to have a material adverse effect on Trustmark.

Summary Compensation Table for 2009

     The following table summarizes the compensation components for the CEO, the CFO and each of the next three most highly compensated executive officers during 2009. The table includes base salary, cash incentives paid or accrued, as well as amounts for equity awards, retirement benefits and other compensation for 2007, 2008 and 2009. Pursuant to new SEC rules, amounts for equity awards reflect the aggregate grant date fair value of equity awards granted to each NEO in the relevant year, including performance-based awards that vest only if the related performance measures are achieved. The equity amounts for 2007 and 2008 have been recomputed using this same methodology in accordance with the new SEC rules, resulting in different total compensation amounts for each of the NEOs in 2007 and 2008 than was reported in prior proxy statements. 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)				($)(6)				($)
Richard G. Hickson			2009			$	726,716				---			$	1,536,792				---			$	281,356			$	392,473			$	62,086			$	2,999,423
Chairman, President and CEO,			2008			$	726,716				---			$	704,394				---			$	381,453			$	345,701			$	72,904			$	2,231,168
Trustmark Corporation;			2007			$	710,862				---			$	815,676				---			$	440,971			$	556,375			$	73,126			$	2,597,010
Chairman and CEO, Trustmark National Bank
Louis E. Greer			2009			$	244,167				---			$	153,583				---			$	109,036			$	112,669			$	19,110			$	638,565
Treasurer and			2008			$	211,254				---			$	120,746				---			$	60,222			$	108,776			$	17,530			$	518,528
Principal Financial Officer,			2007			$	185,408				---			$	139,830				---			$	59,049			$	132,431			$	17,190			$	533,908
Trustmark Corporation; Executive Vice President and Chief Financial Officer, Trustmark National Bank
Gerard R. Host			2009			$	390,989				---			$	463,334				---			$	123,222			$	206,189			$	22,290			$	1,206,024
President and			2008			$	371,315				---			$	362,261				---			$	167,055			$	133,977			$	20,200			$	1,054,808
Chief Operating Officer,			2007			$	363,204				---			$	419,490				---			$	194,976			$	107,807			$	20,033			$	1,105,510
Trustmark National Bank
Breck W. Tyler			2009			$	194,851				---			$	155,360				---			$	260,191			$	114,195			$	15,390			$	739,987
Executive Vice President and			2008			$	164,800				---			$	120,746				---			$	267,262			$	80,707			$	14,490			$	648,005
Mortgage Services Manager,			2007			$	161,205				---			$	139,830				---			$	256,014			$	65,555			$	13,950			$	636,554
Trustmark National Bank
Duane A. Dewey			2009			$	300,000				---			$	154,404				---			$	158,917			$	106,409			$	21,690			$	741,420
Executive Vice President and			2008			$	300,000				---			$	120,746				---			$	102,090			$	75,460			$	20,583			$	618,879
Corporate Banking Manager,			2007			$	290,788				---			$	139,830				---			$	128,839			$	59,265			$	19,777			$	638,499
Trustmark National Bank

(1)		The amounts in this column reflect restricted stock and RSU awards granted to the NEOs during 2007, 2008 and 2009 and are disclosed as the aggregate grant date fair value of the awards, computed in accordance with ASC Topic 718 assuming, in the case of performance-based awards, that the anticipated maximum performance is achieved, and excluding the impact of estimated forfeitures. These awards include performance-based awards that will vest only if the related performance measures are achieved. Assumptions used in the calculation of these amounts are included in Note 13 to Trustmark’s audited financial statements for the year ended December 31, 2009, in Trustmark’s Annual Report on Form 10-K filed with the SEC on February 25, 2010.
(2)		No stock option awards were made during 2007, 2008 or 2009.
(3)		Annual cash bonuses earned under Trustmark’s management incentive plan are reported in this table as “Non-Equity Incentive Plan Compensation.” During 2009, bonuses earned were reduced subject to TARP restrictions and limitations. Reductions for the NEOs were $267,815 for Mr. Hickson, $117,291 for Mr. Host and $27,000 for Mr. Tyler. Non-equity incentive compensation for Mr. Tyler also includes quarterly mortgage department production incentives totaling $231,827, which were reduced from $333,539 due to TARP restrictions and limitations.
(4)		For 2008, annual cash bonuses earned under Trustmark’s management incentive plan were modified, with the exception of Mr. Hickson’s, to be consistent with TARP restrictions and limitations. As a result, in lieu of cash, the bonuses were paid in the form of restricted stock as follows: Mr. Greer – 3,241 shares, Mr. Host – 8,991 shares, Mr. Tyler – 2,801 shares and Mr. Dewey – 5,495 shares. Amounts for these 2008 bonus awards have not been restated because of the original intent of the bonus awards to be paid in cash, and because any different presentation would distort compensation for comparison purposes.
(5)		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.
(6)		See the following table for details of all other compensation for 2009.

All Other Compensation for 2009

     The detail of all other compensation for 2009 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		$	38,272				---				---				---			$	5,304				---			$	14,700			$	3,810			$	62,086
Louis E. Greer			---				---				---				---			$	3,120				---			$	14,700			$	1,290			$	19,110
Gerard R. Host			---				---				---				---			$	6,300				---			$	14,700			$	1,290			$	22,290
Breck W. Tyler			---				---				---				---				---				---			$	14,700			$	690			$	15,390
Duane A. Dewey			---				---				---				---			$	6,300				---			$	14,700			$	690			$	21,690

(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 2009

     The following table summarizes certain information with respect to incentive-based cash bonuses and equity awards granted to the NEOs during or for the year ended December 31, 2009, under Trustmark’s annual management incentive plan (cash) and 2005 Incentive Plan (restricted stock and RSUs) and reflects the amounts that could be earned or received under such awards:

																														All Other				All Other
																														Stock				Option
						Estimated Possible Payouts												Estimated Possible Payouts												Awards:				Awards:				Exercise				Grant Date
						Under Non-Equity Incentive												Under Equity Incentive												Number of				Number of				or Base				Fair Value
						Plan Awards (1)												Plan Awards												Shares of				Securities				Price of				of Stock
																														Stock or				Underlying				Option				and Option
		Equity				Threshold				Target				Maximum				Threshold				Target				Maximum				Units				Options				Awards				Awards
Name		Grant Date				($)				($)				($)				(#)				(#)				(#)				(#)				(#)				($/Sh)				($)(2)
Richard G. Hickson						$	356,091			$	508,701			$	726,716				---				---				---				---				---				---				---
			1/27/2009	(3)			---				---				---				1,568				8,959				17,918				---				---				---			$	273,088
			1/27/2009	(4)			---				---				---				4,047				23,123				46,246				---				---				---			$	704,836
			1/27/2009	(5)			---				---				---				---				---				---				32,082				---				---			$	558,868
Louis E. Greer						$	70,000			$	100,000			$	150,000				---				---				---				---				---				---				---
			3/31/2009	(6)			---				---				---				645				3,684				7,368				---				---				---			$	119,679
			10/27/2009	(7)			---				---				---				---				---				---				1,815				---				---			$	33,904
Gerard R. Host						$	155,952			$	222,789			$	334,184				---				---				---				---				---				---				---
			3/31/2009	(6)			---				---				---				190				1,087				2,174				---				---				---			$	35,312
			10/27/2009	(6)			---				---				---				841				4,805				9,610				---				---				---			$	160,568
			10/27/2009	(7)			---				---				---				---				---				---				2,902				---				---			$	54,209
			12/16/2009	(6)			---				---				---				753				4,301				8,602				---				---				---			$	168,259
			12/16/2009	(7)			---				---				---				---				---				---				2,119				---				---			$	44,986
Breck W. Tyler						$	28,840			$	41,200			$	61,800				---				---				---				---				---				---				---
			3/31/2009	(6)			---				---				---				310				1,774				3,548				---				---				---			$	57,630
			10/27/2009	(6)			---				---				---				334				1,910				3,820				---				---				---			$	63,826
			10/27/2009	(7)			---				---				---				---				---				---				1,815				---				---			$	33,904
Duane A. Dewey						$	94,500			$	135,000			$	202,500				---				---				---				---				---				---				---
			3/31/2009	(6)			---				---				---				490				2,800				5,600				---				---				---			$	90,960
			10/27/2009	(6)			---				---				---				155				884				1,768				---				---				---			$	29,540
			10/27/2009	(7)			---				---				---				---				---				---				1,815				---				---			$	33,904