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 1, 2011

Dear Shareholder:

You are cordially invited to attend Trustmark Corporation’s 2011 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 10, 2011, at 10:00 a.m.

At the meeting, shareholders will be asked to elect a board of directors, provide advisory approval of Trustmark’s executive compensation, provide an advisory recommendation on the frequency of the advisory vote on executive compensation, ratify the selection of KPMG LLP as Trustmark Corporation’s independent auditors for 2011 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		Gerard R. Host
Chairman of the Board		President and CEO

Trustmark Corporation
248 East Capitol Street
Jackson, MS 39201

DATE AND TIME		Tuesday, May 10, 2011, 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 ten directors to hold office for the ensuing year or until their successors are elected and qualified.
		(2)    To provide an advisory vote on Trustmark’s executive compensation.
		(3)    To provide an advisory vote on the frequency of advisory votes on Trustmark’s executive compensation.
		(4)    To ratify the selection of KPMG LLP as Trustmark Corporation’s independent auditors for the fiscal year ending December 31, 2011.
		(5)    To transact such other business as may properly come before the meeting.
RECORD DATE		Shareholders of record on March 14, 2011, 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			2
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
CEO Succession			3
Board Leadership			3
Committees of the Board of Directors			4
Audit and Finance Committee			4
Executive Committee			4
Human Resources Committee			4
Nominating Committee			4
Strategic Planning Committee			4
Board Oversight of Risk Management			4
Committee Membership			5
Director Compensation for 2010			5
Communications with Directors			7
Nomination of Directors			7
Director Qualifications			8
Personal Traits			8
Leadership Qualities			8
Individual Competencies			9
Specific Director Experience, Qualifications, Attributes and Skills			9
PROPOSAL 1: ELECTION OF DIRECTORS			9
THE NOMINEES			10
STOCK			14
Securities Ownership by Certain Beneficial Owners and Management			14
Section 16(a) Beneficial Ownership Reporting Compliance			15
EXECUTIVE COMPENSATION			15
Human Resources Committee			15
Compensation Discussion and Analysis			16
Summary Compensation Table for 2010			30
All Other Compensation for 2010			31
Grants of Plan-Based Awards for 2010			32
Outstanding Equity Awards at 2010 Fiscal Year-End (Option Awards)			33
Outstanding Equity Awards at 2010 Fiscal Year-End (Stock Awards)			34
Option Exercises and Stock Vested for 2010			36
Pension Benefits for 2010			37
Trustmark Capital Accumulation Plan			37
Executive Deferral Plan			38
Non-Qualified Deferred Compensation for 2010			39
Potential Payments Upon Termination or Change in Control			39
Employment Agreements			41
Human Resources Committee Report			44
Human Resources Committee Interlocks and Insider Participation			44
PROPOSAL 2: ADVISORY VOTE ON EXECUTIVE COMPENSATION			45
PROPOSAL 3: ADVISORY VOTE ON THE FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION			45
PROPOSAL 4: RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS			46
AUDIT AND FINANCE COMMITTEE REPORT			46
Accounting Fees			47
Pre-Approval Policy			47
RELATED PARTY TRANSACTIONS			47
PROPOSALS OF SHAREHOLDERS			48
AVAILABILITY OF PROXY MATERIALS			48

Committee Membership

     The following table shows the current membership of each committee and the number of meetings held by each committee during 2010:

Director		Audit and Finance (1)		Executive (1)		Human Resources		Nominating (1)		Strategic Planning (2)
Adolphus B. Baker						X
William C. Deviney, Jr.
Daniel A. Grafton				Chairman		Chairman		X		X
Richard G. Hickson				X
Gerard R. Host (3)				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
William G. Yates III										X
2010 Meetings		5		6		4		1		2

Director Compensation for 2010

     The following table provides compensation information for the year ended December 31, 2010, 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 (2)				Awards (3)				Awards (4)				Compensation				Earnings (5)				Compensation				Total
Name (1)		($)				($)				($)				($)				($)				($)				($)
Adolphus B. Baker		$	30,750			$	17,702				---				---			$	100,407				---			$	148,859
Fred E. Carl, Jr. (6)		$	20,000			$	17,702				---				---				---				---			$	37,702
William C. Deviney, Jr.		$	28,250			$	17,702				---				---			$	165,950				---			$	211,902
Daniel A. Grafton		$	42,750			$	17,702				---				---				---				---			$	60,452
David H. Hoster II		$	42,583			$	17,702				---				---				---				---			$	60,285
John M. McCullouch		$	41,250			$	17,702				---				---				---				---			$	58,952
Richard H. Puckett		$	34,000			$	17,702				---				---			$	142,140				---			$	193,842
R. Michael Summerford		$	48,500			$	17,702				---				---				---				---			$	66,202
LeRoy G. Walker, Jr.		$	31,250			$	17,702				---				---			$	144,786				---			$	193,738
Kenneth W. Williams (6)		$	12,500				---				---				---			$	8,826				---			$	21,326
William G. Yates III		$	22,000			$	17,702				---				---				---				---			$	39,702

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     Non-employee director compensation is determined by the Board of Directors, based on the recommendation of the Human Resources Committee, which periodically reviews non-employee director compensation to determine if changes are needed.

     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 Chairman of the Audit and Finance Committee receives an additional annual retainer of $12,000, and the 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. Annual retainer and meeting fees are paid monthly. Directors are also eligible to be reimbursed for expenses incurred in attending Board and committee meetings. Messrs. Hickson and Host, as associates of Trustmark, receive 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 Human Resources Committee’s 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. Depending on a number of factors, the vested annual benefit at retirement is payable for the longer of life or twenty-five years and, as of December 31, 2010, ranges from $47,000 to $78,000 (taking into account the March 1, 2010 benefit accrual freeze) for current directors who elected to participate in the plan. If a participating director dies prior to retirement, his beneficiary will receive a scheduled death benefit for ten years. 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. Prior to 2007, Trustmark granted stock options to its non-employee directors. In the event of a change in control or retirement at or after age 68, the vesting of unvested stock options is accelerated. Since 2007, Trustmark has granted restricted stock to its non-employee directors. Initially the non-employee directors received performance-based restricted stock on terms substantially similar to those granted to executive management. In 2008, when implementing a similar change with respect to restricted stock grants for executive management, Trustmark granted non-employee directors both time-based and performance-based restricted stock, on terms substantially similar to those granted to executive management. In 2009, based on an observation from the compensation consultant that non-employee director equity compensation paid by Trustmark’s peer companies more commonly consisted solely of time-based restricted stock, consistent with the directors’ fiduciary oversight role, Trustmark began awarding only time-based restricted stock to its non-employee directors. In the event of a change in control, retirement at or after age 65 (except in the case of the 2007 awards), disability, death, or termination without cause, directors are entitled to a time-weighted portion of any unvested restricted stock, with vesting of performance-based awards also based on actual performance and excess shares relating to a completed performance period vesting in full.

     As part of Trustmark’s director compensation structure, beginning in May 2009, the Board determined that the annual awards of time-based restricted stock for the non-employee directors should be valued at approximately $18,000.

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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. Until a director has reached the minimum requirement, the 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, which amounted to 768 shares, computed on a 10-day average closing stock price up to and including the date of the grant. The restricted shares vest on January 26, 2013, if the director is still serving at the time. Mr. Williams retired from the Board on May 11, 2010, and, therefore, 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 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 2012 Annual Meeting of Shareholders, such recommendations should be delivered no later than October 1, 2011. 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 2011, all nominees are current Board members.

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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, in light of the Board’s current composition and Trustmark’s evolving needs. Although Trustmark has no formal policy regarding diversity, the Nominating Committee believes that the Board should include directors with diverse skills, experience, and business knowledge, and whose backgrounds, ages, geographical representation and community involvement contribute to an overall diversity of perspective that enhances the quality of the Board’s deliberations and decisions. The Nominating Committee may consider these factors as it deems appropriate in connection with the general qualifications of each director nominee. Each director is required by law 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

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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

Ö

Ö

Ö

Ö

Financial statement analysis

Ö

Knowledge of capital markets

Ö

Ö

Financial planning

Ö

Ability to communicate financial concepts in lay terms

Ö

Ö

2.

Organizational Effectiveness

Talent management

Ö

Understanding of compensation issues

Ö

Ability to discern candidate qualifications

Ö

Ö

3.

Strategic Direction

Vision

Ö

Ö

Ö

Strategic perspective

Ö

Ö

Ö

Technology knowledge

Ö

Ö

Industry knowledge

Ö

Ö

Ö

Ö

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,” beginning on page 10.

PROPOSAL 1: ELECTION OF DIRECTORS

     The Board has fixed the number of directors for the coming year at ten. 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 ten 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 ten nominees receiving the highest number of votes.

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

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THE NOMINEES

Name and Age at Record Date						Position, Principal Occupation and Directorships During Past 5 Years
Adolphus B. Baker			54
						•  President and CEO, 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.
William C. Deviney, Jr.			65
						•  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.
Daniel A. Grafton			64
						•  Retired President, L-3 Vertex Aerospace    (Provider of Aviation and Aerospace Services) •  Director of Trustmark since 2007 •  Trustmark Corporation Committees:           Executive (Chairman)           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, Lead Director and Executive Committee Chairman.

10

Name and Age at Record Date						Position, Principal Occupation and Directorships During Past 5 Years
Gerard R. Host			56
						•  President and CEO, Trustmark Corporation;    President and CEO, Trustmark National Bank •  Director of Trustmark since 2010 •  Trustmark Corporation Committees:      Executive •  Other Directorships: Trustmark National Bank Mr. Host became president and chief executive officer of Trustmark Corporation and Trustmark National Bank, effective January 1, 2011, having served as president and chief operating officer of Trustmark National Bank prior to that time. 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 enables him to provide both historical and strategic perspectives in Board discussions regarding corporate strategy and governance matters.
David H. Hoster II			65
						•  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			63
						•  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.

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Name and Age at Record Date						Position, Principal Occupation and Directorships During Past 5 Years
Richard H. Puckett			56
						•  Chairman 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 chairman 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.
R. Michael Summerford			62
						•  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.

12

Name and Age at Record Date						Position, Principal Occupation and Directorships During Past 5 Years
LeRoy G. Walker, Jr.			61
						•  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			38
						•  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.

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STOCK

Securities Ownership by Certain Beneficial Owners and Management

     The following table reflects the number of Trustmark 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%. All percentage computations are based on 64,668,248 shares of Trustmark common stock outstanding as of March 1, 2011.

		Shares
		Beneficially						Percent of
		Owned						Outstanding
Name		as of 03/01/11 (1)						Shares
BlackRock, Inc.			6,008,235			(2)			9.29	%
BlackRock, Inc.
40 East 52nd Street
New York, New York 10022
Capital World Investors			3,257,000			(3)			5.04	%
Capital World Investors
333 South Hope Street
Los Angeles, California 90071
Robert M. Hearin Foundation			5,565,374			(4)			8.61	%
Robert M. Hearin Support Foundation
Post Office Box 16505
Jackson, Mississippi 39236
Adolphus B. Baker			20,587			(5)(6)
William C. Deviney, Jr.			38,186			(5)(6)
Duane A. Dewey			69,324			(7)
Daniel A. Grafton			21,520			(6)(8)
Louis E. Greer			52,965			(9)
Richard G. Hickson			265,359			(10)
Gerard R. Host			218,866			(11)
David H. Hoster II			4,920			(6)
John M. McCullouch			10,735			(6)(12)
Richard H. Puckett			96,507			(5)(6)(13)
R. Michael Summerford			11,520			(6)(12)
Breck W. Tyler			54,942			(14)
LeRoy G. Walker, Jr.			15,209			(5)(6)
William G. Yates III			3,563			(15)
Directors and executive officers of Trustmark as a group			1,418,345			(16)			2.19	%

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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 2010, with the exception that Mr. Puckett was late filing a Form 4 for each of eleven transactions during 2010, relating to automatic monthly purchases of Trustmark common stock.

EXECUTIVE COMPENSATION

Human Resources Committee

     The Human Resources Committee of the Board (the Committee) is currently comprised of Messrs. Grafton (Chairman), Baker, McCullouch, and Summerford. The Committee operates under a written charter adopted by the Board. This charter is reviewed annually by the Committee and was last approved by the Board on January 25, 2011. 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,

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	•		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 2010, the Committee met four 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. This discussion addresses 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.

     CEO Succession. Pursuant to Trustmark’s plan for an orderly executive management transition, Mr. Hickson retired as President and CEO of Trustmark Corporation and as CEO of the Bank, effective December 31, 2010, and Mr. Host became President and CEO of Trustmark Corporation and the Bank, effective January 1, 2011. As this discussion and the compensation tables for the NEOs are focused on compensation for 2010, unless otherwise noted, references to the CEO below are to Mr. Hickson and references to the COO are to Mr. Host.

     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.
     Despite a challenging economic environment, the strengths of Trustmark’s diverse banking and financial services franchise were reflected in outstanding financial performance in 2010. Results for the year include:

	•		earnings per share of $1.58, return on average common tangible equity (ROATE) of 12.31%, and net income of $100.6 million, each of which exceeded Trustmark’s profit plan targets for the year, and
	•		total shareholder return that outperformed market indices, including the NASDAQ Bank Index, in the one-, three-, and five-year periods ended December 31, 2010.

     In addition, for the three-year period ended December 31, 2010, Trustmark was in the 90th percentile of peer companies from its 2008 performance-based restricted stock awards for ROATE and in the 81st percentile of the same peer companies for total shareholder return.
     The Committee’s compensation consultant’s evaluation of Trustmark’s total executive compensation (base salary, annual incentive and equity-based awards) over the past three years shows that Trustmark’s total executive compensation

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has generally been at or just below the market median, with Trustmark’s 2009 total executive compensation being more significantly impacted by the TARP restrictions and limitations. Additionally, when evaluating Trustmark’s business performance relative to its peer group across a variety of performance measures, Trustmark’s performance over the past three years has been slightly above the market median, with 2010 showing even better results. Accordingly, Trustmark’s relative business performance has ranked slightly higher than the corresponding compensation level in the peer group. These findings generally support the conclusion that Trustmark’s executive compensation has been consistent with its philosophy that pay and performance be aligned.
     The most significant decisions made by the Committee with respect to executive compensation for 2010 and thus far in 2011 were the following:

	•		in light of the fact that the NEOs had not received merit increases since October 2007, and in order to make base salaries more competitive, granted the NEOs base salary increases effective March 2010,
	•		discontinued the quarterly production incentive (based on the mortgage department’s production) portion of Mr. Tyler’s annual cash incentive compensation and increased his 2010 target bonus payout level under the management incentive plan from 25% to 40% of his base salary,
	•		in anticipation of Mr. Hickson’s retirement as President and CEO effective December 31, 2010, the Board elected Mr. Host to serve as President and CEO, effective January 1, 2011, and negotiated a new employment agreement with Mr. Host to reflect his new responsibilities as President and CEO,
	•		maintained and updated Trustmark’s Luxury Expenditures Policy as good corporate practice even though no longer required by TARP (as defined below), and
	•		added a clawback provision to the performance-based restricted stock awards granted in January 2011 and to the annual cash bonuses that may be earned under the management incentive plan for 2011.

     In addition, because Trustmark in December 2009 repurchased the $215 million of preferred stock it had issued to the U.S. Treasury under the Troubled Asset Relief Program (TARP) Capital Purchase Program, Trustmark’s executive compensation decisions in 2010 were not subject to any of the TARP restrictions and limitations that required Trustmark to implement certain changes to its 2009 executive compensation. As a result, during 2010, the Committee was able to approve compensation for the NEOs that was more consistent with Trustmark’s historical executive compensation philosophy.
     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 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 market 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.

     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 and maintaining the safety and soundness of the organization. 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), ROATE, as adjusted, and

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			earnings per share, as adjusted (EPS), of Trustmark, in addition to strategic drivers such as operating efficiency, revenue growth, credit quality and net income for the company and/or lines of business, where applicable, while limiting risk appropriately and maintaining the safety and soundness of the organization,
	•		using base salary to reward higher levels of experience and performance that contribute to the achievement of planned financial objectives,
	•		providing a strong emphasis on equity-based compensation and equity ownership, creating a direct link between shareholder and management interests,
	•		ensuring that incentive compensation paid to NEOs will normally be deductible for federal income tax purposes, but also recognizing that there are circumstances where deductibility is secondary and may not be permitted, 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 compensation decisions, the Committee seeks to promote teamwork among, and high morale within, our senior management team, including the NEOs. While the Committee does not use any quantitative formula or multiple for comparing or establishing compensation for the senior management team, it is mindful of internal pay equity considerations, and assesses the relationship of the compensation of each executive to other members of the senior management team. In connection with the goal of promoting teamwork among the senior management team, all members of executive management (other than the CEO and COO) receive the same size annual equity-based award.
     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. Unlike 2009, when the mix and amount of executive compensation for the NEOs and certain other employees was impacted by the TARP restrictions and limitations, during 2010, the Committee was able to offer a total compensation opportunity for the NEOs that was more consistent with Trustmark’s historical executive compensation philosophy. The Committee reviews and recommends to the Board compensation levels for the CEO and reviews 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 market data) and company affordability analysis. Based on these reviews, and consistent with its overall compensation philosophy, the Committee believes total compensation for Trustmark’s NEOs for 2010 was 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.

     Compensation Consultant. 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 the engagement of an executive compensation consultant that exceeds $100,000 annually and for other engagements that exceed $10,000 annually.
     In 2007, the Committee retained Mercer (US) Inc. (Mercer) to provide executive compensation consulting services. During 2009 and a portion of 2010, Mercer provided the Committee with information, analyses and advice in the evaluation of Trustmark’s executive pay practices for compensation to be paid in 2010. The Mercer consultant who performed these services reported directly to the Committee Chairman and, with the consent of the Committee Chairman, from time to time contacted Trustmark’s executive officers for information necessary to perform assignments, and made reports and presentations to the Committee. At the Committee’s direction, Mercer’s services to the Committee during 2009 and a portion of 2010 for compensation to be paid in 2010 included:

	•		evaluating the competitiveness of executive compensation and the alignment of executive pay and business performance for Trustmark’s NEOs,
	•		providing recommendations regarding executive compensation trends during the global financial crisis and economic recession,
	•		providing updates for legislative and regulatory actions impacting executive compensation,
	•		projecting the evolution of best practices in financial services industry compensation,
	•		presenting a comparison of a more geographically local concentration of publicly-traded banks,
	•		providing an overview of the TARP restrictions and limitations,
	•		providing recommendations for Trustmark’s peer group for 2010, and
	•		assisting with the preparation of the Compensation Discussion and Analysis.

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     From 2007 to 2010, the Committee worked with the same Mercer consultant. In April 2010, this individual moved to Pearl Meyer & Partners (PM&P). In connection with this move, the Committee determined it was desirable to retain PM&P as its compensation consultant in order to continue to benefit from this individual’s understanding of Trustmark’s business culture and prior work regarding Trustmark’s executive pay practices. In addition, the Committee believes that its retention of PM&P for executive compensation consulting services and Trustmark’s management’s retention of Mercer for other compensation consulting services maintains an environment free of any potential or perceived conflicts of interest. PM&P will not provide services to Trustmark other than executive compensation consulting services and is considered an independent compensation consultant. For these reasons, the Committee retained PM&P in July, 2010 to provide information, analyses and advice to aid in the determination of competitive executive pay. At the Committee’s direction, PM&P’s services for the Committee during 2010 and a portion of 2011 for compensation to be paid in 2011 included:

	•		evaluating the competitive positioning of the base salaries, annual incentive and long-term incentive compensation for fourteen Trustmark executives relative to Trustmark’s 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 recommendations regarding executive compensation in 2011, including consideration of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and related pending rulemaking and requirements of the joint final guidance regarding incentive compensation arrangements issued by federal banking regulators,
	•		providing recommendations regarding the employment agreement and initial compensation package for the new CEO,
	•		providing recommendations for Trustmark’s peer group for 2011, and
	•		assisting with the preparation of this Compensation Discussion and Analysis.

     In the course of conducting activities during 2010, Mercer did not attend any Committee meetings, and PM&P participated in one Committee meeting to present its findings and recommendations for discussion. PM&P made a comprehensive executive compensation presentation at the December 2010 Committee meeting to plan for executive compensation to be paid in 2011. All determinations regarding the amount or form of executive compensation under Trustmark’s executive compensation program are made by the Committee, approved by the Board as appropriate, 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 senior-level officers, as necessary.

     Benchmarking. Among several factors considered in determining the elements and amounts of total compensation, the Committee considers executive compensation information provided by the compensation consultant that is derived from two primary data sources: peer group data and market data.

     Mercer provided information to the Committee from 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 or 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. Nineteen of the 23 companies comprising the peer group for the Committee’s 2010 executive compensation determinations were the same as used by the Committee for its 2009 determinations. In 2009, based on recommendations from Mercer and Trustmark’s management, the Committee approved the removal of four of the financial institutions used for 2009 determinations and replaced them with four new financial institutions with profiles that better aligned with Trustmark’s profile parameters, including three institutions within Trustmark’s geographic footprint. 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 October 2009 ranged from approximately $5.0 billion to $18.0 billion. The market capitalizations ranged from approximately $360.0 million to $3.3 billion. For comparison purposes, Trustmark’s asset size and market capitalization were just above the median for this peer group.

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     For 2010, 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
Commerce Bancshares, Inc.		CBSH		IBERIABANK Corporation		IBKC		Umpqua Holdings Corporation		UMPQ
Cullen/Frost Bankers, Inc.		CFR		MB Financial, Inc.		MBFI		United Bankshares, Inc.		UBSI
First Midwest Bancorp, Inc.		FMBI		Old National Bancorp		ONB		United Community Banks, Inc.		UCBI
FirstMerit Corporation		FMER		Park National Corporation		PRK		Valley National Bancorp		VLY
F.N.B. Corporation		FNB		Prosperity Bancshares, Inc.		PRSP		Webster Financial Corporation		WBS
Fulton Financial Corporation		FULT		Sterling Bancshares, Inc.		SBIB		Whitney Holding Corporation		WTNY
Glacier Bancorp, Inc.		GBCI		Susquehanna Bancshares, Inc.		SUSQ

     In addition to peer group data, the Committee also considers survey data, referred to as market data, of executive compensation for financial services companies that focus on the commercial banking industry, with an orientation toward regional bank holding companies with a total asset size comparable to Trustmark. This market data is compiled by the Committee’s compensation consultant from various published and private compensation surveys, and when available for a particular job responsibility, proxy statements of the peer financial institutions, and provides information from a broad cross-section of financial services companies. The Committee considers this market data as a general point of reference when making decisions with respect to total executive compensation, the various compensation components and the compensation of individual executives.
     While the Committee uses the peer group data in establishing performance goals for long-term incentive awards and in evaluating its pay for performance results, it does not benchmark its executive compensation to that paid by the companies in its peer group, nor does it benchmark total or individual executive compensation to the compensation paid for similar executive positions by companies represented in the market data. Rather, the Committee has determined that, to attract and retain highly qualified executives, its total executive compensation should in the aggregate approximate the median level of compensation for management of similar-sized financial institutions with Trustmark’s level of corporate performance (that is, companies represented in the market data). Based on a review of 2010, Trustmark’s total executive compensation opportunity was at or slightly below the median market level, although actual compensation for Trustmark executives as a whole for 2010 was somewhat more competitive due to Trustmark’s higher vesting of performance-based compensation as a result of Trustmark’s performance compared to its peer group.

     Allocation Among Components. The Committee does not target 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 2010 for the NEOs were as follows:

Name		Base Salary %				Cash Bonus %				Equity Award %
Richard G. Hickson (1)			50	%			50	%			---
Louis E. Greer			48	%			27	%			25	%
Gerard R. Host			35	%			30	%			35	%
Breck W. Tyler			45	%			35	%			20	%
Duane A. Dewey			48	%			32	%			20	%

(1)		Pursuant to his amended and restated employment agreement in anticipation of his retirement, Mr. Hickson received a two-year equity award in 2009 and thus did not receive an equity award in 2010.

     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 market data provided by the compensation consultant and Trustmark’s human resources personnel, and in part on the recommendations of the CEO. Consistent with its executive compensation philosophy and goals, in 2010, the Committee provided that for the senior-most levels of management both cash incentive payments and the majority of equity-based awards would be determined by performance achievement.

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     Prior to 2010, the compensation package of Mr. Tyler differed significantly from that of the other NEOs. In addition to the annual cash bonus opportunity under the management incentive plan, Mr. Tyler historically received a quarterly production incentive based on the mortgage department’s production, which accounted for approximately 40% of his total compensation in a year. In February 2010, in an effort to make his compensation components more comparable to that of the other NEOs, the Committee eliminated the quarterly production incentive for Mr. Tyler and increased his target bonus under the management incentive plan.

     Base Salaries. Base salary constitutes the foundation of each NEO’s total compensation package and is the only fixed cash payment an executive receives. Trustmark’s goal is to provide its executive management with a level of non-variable 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 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.

     Based on management’s commitment to achievement of financial objectives and controlling non-interest expenses, none of the approximately 30 senior management associates, which includes all of the NEOs, received a base salary merit increase in March 2008 or 2009. After two years of no base salary merit increases and in view of Trustmark’s having made significant progress toward achieving certain financial objectives, the Committee felt it was important and appropriate to reestablish the practice of granting merit increases to the senior management associates, including the NEOs. In addition, a Mercer presentation in October 2009 reiterated that increases in base salaries would improve the competitiveness of total cash compensation for the NEOs. As a result, in January 2010 the Committee approved a base salary increase for Mr. Hickson of 3.2% to $750,000 for 2010, which was approved by the Board on January 26, 2010, and took effect in March 2010.

     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 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.

     While the Committee had approved market adjustments to the base salaries of Messrs. Host, Greer and Tyler in 2009 to bring them to a more competitive level within the market data, in preparing the 2010 salary budget, in light of the fact that the NEOs had not received merit increases since October 2007 and the Mercer presentation in October 2009 reiterating that increases in base salaries would improve the competitiveness of total cash compensation for the NEOs, the CEO recommended and the Committee approved that the NEOs (other than the CEO) receive base salary increases of 2% each, effective March 2010.

     The base salaries as of December 31, 2009 and those approved for 2010, effective March 1, 2010, were as follows:

		2010				2009 Y/E
		Base Salaries				Base Salaries				% Change
Name		($)				($)				(%)
Richard G. Hickson		$	750,000			$	726,716				3.2	%
Louis E. Greer		$	255,000			$	250,000				2.0	%
Gerard R. Host		$	459,000			$	450,000				2.0	%
Breck W. Tyler		$	290,700			$	285,000				2.0	%
Duane A. Dewey		$	306,000			$	300,000				2.0	%

     Changes for 2011. As noted below, in connection with his promotion to CEO effective January 1, 2011, Trustmark and Mr. Host entered into a new employment agreement in September 2010 providing for an initial base salary of $550,000. Although Trustmark typically approves adjustments to the CEO’s base salary each year in late January, in light of the increase in Mr. Host’s base salary that took effect January 1, 2011 in connection with his promotion to CEO, at their January 2011 meetings, the Committee recommended and the Board approved that Mr. Host’s base salary would remain unchanged for the normal March 1, 2011 merit increases.

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     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.

     Key features of the annual management incentive plan include:

	•		a primary emphasis on corporate performance, as measured by EPS, ROATE and net income available to common shareholders (NI), each as may be 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, ROATE, 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, in addition to certain automatic exclusions, such as the exclusion of the impact of any gain or loss on sales of investment securities on NI. 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. The Committee did not make any such adjustments for 2010.

     The Committee also reviews market data compiled 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 the companies in Trustmark’s peer group. 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 2010 was 70% of base salary, with a potential maximum of 100% of base salary. The COO’s overall target bonus payout level for 2010 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 2010 were established at 45% for Mr. Dewey, 40% for Mr. Greer, and 40% for Mr. Tyler. The potential maximum for these NEOs was 67.5%, 60%, and 60%, respectively. These 2010 overall target bonus payouts for the COO and CFO and Mr. Dewey were consistent with the 2009 level, including the 2009 5% increase for Mr. Greer to bring his total cash compensation to a more competitive level, based on an analysis from Mercer showing that the CFO’s total cash compensation was significantly below the market median. The 2010 target bonus payout level for Mr. Tyler reflects a change that the Committee recommended in February 2010 to eliminate the quarterly production incentive based on the mortgage department’s production that Mr. Tyler had received in prior years in an effort to make his compensation mix more comparable to that of the other NEOs. In order to maintain Mr. Tyler’s overall compensation level following the elimination of the quarterly production incentive, the Committee determined that Mr. Tyler’s target bonus payout level for 2010 should be increased to 40% of base salary from 25%.

     For 2010, 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 2010 targets, the Committee decided to retain the approach used in 2009, with the CEO and the COO target levels weighted 75% on corporate performance (measuring actual results for adjusted EPS and adjusted ROATE compared to Trustmark’s profit plan performance targets) and 25% on actual results for specific corporate strategic operational drivers such as operating efficiency, revenue growth, credit quality and adjusted NI compared to Trustmark’s profit plan. For 2010, the Committee also decided to retain the approach used in 2009 for the other NEOs, which reflected adjustments for Mr. Dewey’s weightings to provide an equal 50/50 weighting between corporate performance and line of business performance, placing enhanced emphasis on his executive role, and adjustments for Mr. Tyler’s weightings to provide a 40% weighting for corporate performance and a 60% weighting for specific business unit net income, to increase the emphasis on corporate performance goals as part of a movement toward greater emphasis on his executive role as well. For the CFO, who does not work in a specific business unit, his overall target bonus payout level was weighted 65% on corporate performance goals and 35% on strategic operational drivers.

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     The various performance goals are set to equate to Trustmark’s actual profit plan for the year for those same goals. In preparing the 2010 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 2009 bonus payments. Accordingly, for the 2010 bonus matrix, the Committee recommended and the Board approved threshold performance levels for adjusted EPS, adjusted ROATE, non-interest income, net interest income and adjusted NI of 85% of the performance goal and maximum performance levels of 115% of the performance goal, and a threshold performance level for efficiency ratio of 107.5% of the performance goal and maximum performance level of 92.5% of the performance goal. The Committee felt that these performance level targets still provide the motivation to ensure consistent activity that will achieve results as close as possible to the goal, even if performance goals appear more difficult to obtain within the current economic environment. Depending on performance achievement against the stated goals, the payout percentage, if any, for 2010 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 40% of payout opportunities and above the target level for approximately 60% of payout opportunities, excluding reductions made as required by the TARP Standards for 2009. As noted above, Trustmark had excellent performance in 2010, resulting in individual payout results for the NEOs under the management incentive plan of 149% of the target level in the aggregate, based on 2010 performance.

     In January 2011, the Committee reviewed Trustmark’s performance in 2010 compared to the performance goals established by the Committee and approved by the Board under the management incentive plan for 2010 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 2010 and the extent to which such goals were achieved:

		2010 Profit Plan
		Targets as				2010 Results as								Payout
		Approved by				Approved by				% of Profit				Percentage
Performance Goals Measures		the Committee				the Committee				Flan Achieved				Achieved
($ in millions except per share data)
Corporate (all NEOs):
EPS			1.20				1.58				131	%			150	%
ROATE			9.78%				12.31%				126	%			150	%
Corporate Strategic/Operational Drivers  (Hickson, Host and Greer only):
Efficiency Ratio			61.96%				61.56%				101	%			104	%
Revenue Growth:
Non-interest income		$	142.17			$	163.60				115	%			150	%
Net-interest income		$	344.57			$	352.02				102	%			107	%
Credit Quality:
Net Charge-Offs		$	55.00			$	59.70				92	%			95	%
Nonperforming Assets		$	280.00			$	229.63				122	%			150	%
Net Income (1)		$	76.58			$	99.20				130	%			150	%
Line of Business Goals:
Net Income – Corporate Banking (Dewey only)		$	13.62			$	16.79				123	%			150	%
Net Income – Mortgage Services (Tyler only)		$	9.02			$	18.95				210	%			150	%

(1)		For purposes of the 2010 performance goals, the Committee excluded from NI the impact of a $1.44 million gain on sales of investment securities, net of tax, because Trustmark did not consider such gain (or loss) in developing its 2010 profit plan.

     After applying the relevant weighting to the achievement of the applicable performance goals for each NEO, in January 2011, the Committee approved the bonus payouts for the CEO and COO, which were then approved by the Board in January 2011, and in February 2011 the Committee approved the bonus payouts for the other NEOs, which were then approved by the Bank Board in March 2011.

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     As noted earlier, the Committee may exercise discretion under the management incentive plan to increase cash bonus payouts when the Committee feels an individual’s performance warrants an increase. In the exercise of this discretion for the 2010 cash bonus payments, the Committee awarded an additional $50,000 to Mr. Tyler in recognition of the extraordinary performance of the mortgage department during 2010. In March 2011, Trustmark paid the following cash bonuses for 2010 performance under the management incentive plan:

		2010
		Overall								2010 Cash Bonus
		Performance				2010 Cash				Paid as % of
		Payout Achieved				Bonus Paid				Base Salary (1)
Name		(%)				($)				(%)
Richard G. Hickson (2)			143	%		$	750,000				100.00	%
Louis E. Greer			142	%		$	144,859				56.81	%
Gerard R. Host			144	%		$	395,859				86.24	%
Breck W. Tyler (3)			193	%		$	224,420				77.20	%
Duane A. Dewey			150	%		$	206,550				67.50	%

(1)		Calculated using base salary as of March 1, 2010.
(2)		Although his overall performance level achieved would result in a cash bonus payout of $754,634, pursuant to his amended and restated employment agreement, Mr. Hickson’s cash bonus payout under the management incentive plan cannot exceed 100% of his base salary, which was $750,000.
(3)		Mr. Tyler’s bonus amount reflects the additional amount of $50,000 awarded in the Committee’s discretion.

     These 2010 cash bonus amounts are presented as Non-Equity Incentive Plan Compensation, and as Bonus compensation in the case of Mr. Tyler’s additional award, for 2010 in the Summary Compensation Table on page 30.

     In addition to the cash bonus amounts under the management incentive plan earned for performance for 2010, Mr. Host received a one-time promotion and inducement bonus of $150,000 paid in December 2010, in connection with his election to President and CEO of Trustmark and the Bank effective January 1, 2011, and the related increase in his responsibilities, as noted below under “—Employment Agreements.”

     Changes for 2011. Pursuant to Mr. Host’s new employment agreement in connection with his promotion to CEO effective January 1, 2011, for 2011 Mr. Host’s overall target bonus payout level for 2011 under the management incentive plan will be 70% of base salary, with no maximum cap. In addition, at their February and March 2011 meetings, in order to further align the CFO’s performance goals with the interests of Trustmark’s shareholders and bring the CFO’s total cash compensation to a more competitive level, the Committee recommended and the Board approved a change in weightings for the CFO for 2011 to 75% based on corporate performance goals and 25% based on strategic operational drivers, consistent with the weightings for Mr. Host, and a change in overall target bonus payout level from 40% of base salary to 45%.

     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, except during 2009 when equity-based awards to certain of the NEOs were subject to TARP restrictions and limitations. 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.

     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

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•

limits 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. Based on research provided by Mercer that more than 75% of the companies in Trustmark’s peer group used multiple types of awards in their stock and incentive compensation plans, and a recommendation from Mercer, in 2008 Trustmark began using a combination of performance-based restricted stock and time-based restricted stock to more closely align the components of Trustmark’s equity-based compensation with that of its peers and to better accomplish Trustmark’s equity award objectives, including executive officer retention and attraction. Consistent with a recommendation from Mercer to the Committee, since 2008, Trustmark has consistently divided the restricted stock grants into 67% performance-based and 33% time-based.

     The Committee felt that the 2007 award value was still an appropriate amount for equity-based awards for the NEOs, and so for 2010, as in 2008 and 2009, the Committee recommended equity awards of performance-based restricted stock and time-based restricted stock for the NEOs (other than the CEO), using the same 67%/33% division, and recommended that the combined award value for each NEO be the same as the total 2007 award, except for the award for the COO, which the Committee recommended be adjusted to approximately 75% of 2010 base salary, which had increased in view of his increasing responsibilities. As noted below, pursuant to his amended and restated employment agreement in anticipation of his retirement, in lieu of receiving an equity award in 2010 or 2011, Mr. Hickson received an equity award in 2009 that was twice the amount of the usual annual award, with one-half of the award being performance-based with a two-year performance period and one-half being time-based with a two-year vesting period.

     Consistent with awards in 2008 and 2009, 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 provides 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 on the ultimate earning of performance-based awards of economic issues outside the control of management. In establishing award levels, the Committee generally does not consider the equity ownership levels of the recipients or prior awards that are fully vested.

     For the performance-based restricted stock awards granted in 2010, performance goals for all of the NEOs (other than the CEO, who did not receive an equity award in 2010) were the same as for 2009 and 2008. The awards vest based on the achievement of target percentages related to ROATE (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 ROATE, the threshold performance level is reached at the 30th percentile compared to the peer group, with 100% vesting occurring at the 75th percentile. For TSR, the threshold performance level is reached at the 30th percentile compared to the peer group, with 100% vesting occurring at the 75th percentile. The performance period began January 1, 2010, and continues through December 31, 2012. If a greater than 100% vesting level with respect to the ROATE and TSR targets is achieved in the aggregate (with the maximum being 200%) for an executive who remains employed for the entire performance period, an additional award of time-based restricted stock (excess shares) will be issued. The number of excess shares issued will equal the number of shares awarded initially to that executive multiplied by the vesting percentage exceeding 100%. Any earned excess shares will be issued during the first 2½ months of 2013 and will vest on the third anniversary of their grant date, if the executive remains employed through such date.

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

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     The following table reflects the grant date fair values of the 2010 performance-based restricted stock awards and any potential excess shares to the NEOs (except for Mr. Hickson, who did not receive a restricted stock award in 2010):

		Value of
		Performance-Based				Value of Excess
		Shares				Shares (1)
Name		($)				($)
Richard G. Hickson (2)			---				---
Louis E. Greer		$	62,391			$	36,264
Gerard R. Host		$	223,824			$	130,094
Breck W. Tyler		$	62,391			$	36,264
Duane A. Dewey		$	62,391			$	36,264

(1)		Reflects the attainment of maximum excess shares; however, these awards will only be issued if, and only to the extent, the performance shares’ aggregate ROATE and TSR vesting percentage exceeds 100%.
(2)		Pursuant to his amended and restated employment agreement in anticipation of his retirement, Mr. Hickson received a two-year equity award in 2009 and thus did not receive an equity award in 2010.

     The following table reflects the grant date fair values of the 2010 time-based restricted stock awards to the NEOs (except for Mr. Hickson, who did not receive a restricted stock award in 2010):

		Value of
		Time-Based Shares
Name		($)
Richard G. Hickson (1)			---
Louis E. Greer		$	30,518
Gerard R. Host		$	109,464
Breck W. Tyler		$	30,518
Duane A. Dewey		$	30,518

(1)		Pursuant to his amended and restated employment agreement in anticipation of his retirement, Mr. Hickson received a two-year equity award in 2009 and thus did not receive an equity award in 2010.

     These time-based awards vest 100% at January 26, 2013, provided the executive is still actively employed. Accelerated vesting may occur based on the executive’s death, disability, retirement at or after age 65, termination by Trustmark without cause, termination by the executive for good reason or a change in control. Dividends on any time-based restricted stock are accumulated and will vest and be paid only when and to the extend the shares to which they relate vest.

     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’s “pension equity” benefit formula are based on the length of credited service and final average compensation, as defined in the plan, and vest upon three years of service. 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 2010. After May 15, 2009, the benefits 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). 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 selected executives, including the NEOs, to receive retirement benefits generally 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 38.

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     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 those offered by 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 2010” on page 39.

     Severance Benefits and Employment Agreements. With respect to Messrs. Hickson and Host, Trustmark believes that severance benefits should reflect the fact that it may be difficult for senior executives to find comparable employment within a short period of time. Executive management has contributed significantly to the success of Trustmark, and the Committee also believes that it is important to protect them in the event of a change in control by providing benefits consistent with the general practice among Trustmark’s peers. 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, any 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. Trustmark believes that the cost of these potential change in control benefits is relatively minor relative to Trustmark’s overall value.

     Trustmark’s change in control benefits are generally “double trigger,” which means that the benefits are payable only if the executive’s employment is terminated other than for cause, death, disability or retirement or if the executive resigns for good reason within a specified period following a change in control. In the event of a covered termination following a change in control, health and certain 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. In addition, Trustmark believes the use of a double trigger in most cases reasonably balances the needs of the executive and Trustmark by protecting the legitimate interests of executives in employment security without unduly burdening Trustmark or shareholder value.

     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.

     The employment agreements entered into with Messrs. Hickson and Host are described under “—Employment Agreements” on page 41, and the amounts which would have been payable assuming a termination event at December 31, 2010, are shown in the Potential Payments Upon Termination or Change in Control table on page 40.

     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 2010 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 after May 15, 2009, most employees (including all NEOs) do not accrue additional benefits, except for interest and life expectancy changes as required by IRS regulations, 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

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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 overall cost and competitively necessary to attract and retain talented executives. In addition, in 2010 and prior years, 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. Personal use of the corporate airplane by Mr. Host is not currently anticipated; however, the Committee may consider offering such use to him in the future if the demands of his schedule warrant such consideration.

     Deductibility of Compensation. In making compensation decisions, the Committee carefully considers Section 162(m) of the Internal Revenue Code, which limits the tax deductibility of certain 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 offer compensation that is deductible under Section 162(m). It is, therefore, the Committee’s general intent that grants of performance-based restricted stock and other incentive awards made pursuant to Trustmark’s stock and incentive compensation plans normally comply with the deductibility requirements of Section 162(m) or be in amounts that normally would not be expected to result in 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) for all NEOs.

     As a result of its participation in TARP, Trustmark agreed not to deduct compensation of more than $500,000 paid to any NEO for any year for which it was subject to the TARP restrictions and limitations. This limitation applies to essentially all compensation of the affected executives, including deferred compensation, commission pay and performance-based compensation. As a result, certain long-term awards that accrued in part while Trustmark was subject to these restrictions and limitations, and compensation that was earned during such 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 TARP, 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 $500,000 deduction limitation. As a result, while the Committee is constantly mindful of the Section 162(m) deduction limitation, during 2010 it concluded that any continuing impact of 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 2010, the compensation of Messrs. Hickson, Host, Tyler and Dewey was not fully deductible by Trustmark under Section 162(m).

     Policy Against Hedging. In order to ensure that executive officers bear the full risks of stock ownership, Trustmark’s insider trading policy prohibits executive officers, among others, from engaging in options trading, short sales or hedging transactions relating to Trustmark stock. With limited exceptions, executive officers are also prohibited from pledging or creating a security interest in any Trustmark stock they hold.

     Stock Ownership Guidelines. Trustmark strongly encourages its officers to acquire and own Trustmark stock, but has not established specific stock ownership guidelines for any of its officers. All of Trustmark’s executive officers own Trustmark stock. The Board evaluates the need for stock ownership guidelines from time to time, but believes that management’s current ownership of Trustmark stock provides adequate incentives for long-term performance without the need to impose specific ownership requirements.

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     Executive Compensation Recoupment. Ethical behavior and integrity remain an important priority for Trustmark. In support of this, and in anticipation of adopting a comprehensive executive compensation recoupment policy (also known as a “clawback” policy) during 2011, the Committee added a clawback provision to the performance-based restricted stock awards that the Board granted to the executive officers in January 2011. The Committee added a similar clawback provision to the management incentive plan with respect to annual cash bonuses that may be earned under the plan for 2011. Under these provisions, any performance-based restricted stock that vests or cash bonus paid is subject to recovery by Trustmark as required by applicable federal law and on such basis as the Board determines.

     Analysis of Risk Associated with Trustmark’s Compensation Policies and Practices. In late 2010 and early 2011, 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 the risk officers’ conclusions and supporting materials to the Committee, which reviewed and approved the analysis at its meeting on February 22, 2011. The Committee has concluded that several features of Trustmark’s compensation policies and practices 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. These features include the overall compensation mix, weighting of performance metrics, timing of awards in relation to performance measurement period, use of full value equity-based awards with multiyear vesting periods, and establishment of targets with payouts at multiple levels of performance, chargeback provisions on returned or unearned commissions, capped upside opportunities, and oversight by executive management and the Board. In addition, Trustmark’s incentive compensation arrangements are subject to a system of internal controls to ensure that incentive compensation is properly tracked, approved and paid. Trustmark’s internal controls include comparisons throughout the year of performance results against performance requirements, approval by appropriate levels of management, the Committee, the Board and/or the Bank Board of incentive compensation payouts, with separate review and approval by division controllers of business units that have significant incentive compensation payouts, and coordination among human resources, accounting, and payroll personnel to ensure that incentive compensation payouts that have been approved are appropriately reconciled to those approvals before and after payment is made. 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, do not encourage imprudent risk-taking behavior, and are consistent with maintaining the organization’s safety and soundness.

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Summary Compensation Table for 2010

     The following table summarizes the compensation components for the CEO, the CFO and each of the next three most highly compensated executive officers during 2010, and indicates their positions as of December 31, 2010. The table includes base salary, cash incentives paid or accrued, as well as amounts for equity awards, retirement benefits and other compensation for 2008, 2009 and 2010. 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
																						Non-Equity				and Non-Qualified
																						Incentive Plan				Deferred				All Other
														Stock				Option				Compensation				Compensation				Compensation
Name and Principal Position						Salary				Bonus (2)				Awards (3)				Awards (4)				(5)(6)				Earnings (7)				(8)				Total
(1)		Year				($)				($)				($)				($)				($)				($)				($)				($)
Richard G. Hickson			2010			$	746,119				---				---				---			$	750,000			$	77,367			$	50,841			$	1,624,327
Chairman, President and CEO,			2009			$	726,716				---			$	1,536,792				---			$	281,356			$	392,473			$	58,276			$	2,995,613
Trustmark Corporation;			2008			$	726,716				---			$	704,394				---			$	381,453			$	345,701			$	70,924			$	2,229,188
Chairman and CEO,  Trustmark National Bank
Louis E. Greer			2010			$	254,167				---			$	129,173				---			$	144,859			$	89,939			$	18,185			$	636,323
Treasurer and			2009			$	244,167				---			$	153,583				---			$	109,036			$	112,669			$	17,820			$	637,275
Principal Financial Officer,			2008			$	211,254				---			$	120,746				---			$	60,222			$	108,776			$	16,840			$	517,838
Trustmark Corporation;  Executive Vice President and  Chief Financial Officer,  Trustmark National Bank
Gerard R. Host			2010			$	457,500			$	150,000			$	463,382				---			$	395,859			$	172,384			$	21,269			$	1,660,394
President and			2009			$	390,989				---			$	463,334				---			$	123,222			$	206,189			$	21,000			$	1,204,734
Chief Operating Officer,			2008			$	371,315				---			$	362,261				---			$	167,055			$	133,977			$	19,510			$	1,054,118
Trustmark National Bank
Breck W. Tyler			2010			$	289,750			$	50,000			$	129,173				---			$	174,420			$	137,137			$	14,700			$	795,180
Executive Vice President and			2009			$	194,851				---			$	155,360				---			$	260,191			$	114,195			$	14,700			$	739,297
Mortgage Services Manager,			2008			$	164,800				---			$	120,746				---			$	267,262			$	80,707			$	13,800			$	647,315
Trustmark National Bank
Duane A. Dewey			2010			$	305,000				---			$	129,173				---			$	206,550			$	122,973			$	21,277			$	784,973
Executive Vice President and			2009			$	300,000				---			$	154,404				---			$	158,917			$	106,409			$	21,000			$	740,730
Corporate Banking Manager,			2008			$	300,000				---			$	120,746				---			$	102,090			$	75,460			$	19,893			$	618,189
Trustmark National Bank

(1)		Mr. Hickson served as President and CEO of Trustmark Corporation and as CEO of Trustmark National Bank through December 31, 2010. He continues his employment with Trustmark and service as Chairman of Trustmark Corporation and Trustmark National Bank through the Annual Meeting on May 10, 2011. Mr. Host became President and CEO of Trustmark Corporation and Trustmark National Bank effective January 1, 2011.
(2)		In connection with Mr. Host’s election to President and CEO effective January 1, 2011, and the related increase in his responsibilities, he received a one-time promotion and inducement bonus of $150,000. For Mr. Tyler, reflects the additional amount of $50,000 awarded in the Committee’s discretion under the management incentive plan for 2010.
(3)		The amount’s in this column reflect restricted stock and RSU awards granted to the NEOs during 2008, 2009 and 2010 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, 2010, in Trustmark’s Annual Report on Form 10-K filed with the SEC on February 25, 2011.
(4)		No stock option awards were made during 2008, 2009 or 2010.
(5)		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 for 2009 also includes quarterly mortgage department production incentives totaling $231,827, which were reduced from $333,539 due to TARP restrictions and limitations.
(6)		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. Amount’s 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.
(7)		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.
(8)		See the following table for details of all other compensation for 2010.

30

All Other Compensation for 2010

     The detail of all other compensation for 2010 is included in the following table:

																														Company-
		Airplane																												Paid Life
		Allowance				Auto				Moving				Tax Gross-Ups				Club				Earned				401(k)				Insurance
		(1)				Allowance				Expense				Reimbursements				Dues				Vacation				Match				Premiums				Total
Name		($)				($)				($)				($)				($)				($)				($)				($)				($)
Richard G. Hickson		$	30,633				---				---				---			$	5,508				---			$	14,700				---			$	50,841
Louis E. Greer			---				---				---				---			$	3,485				---			$	14,700				---			$	18,185
Gerard R. Host			---				---				---				---			$	6,569				---			$	14,700				---			$	21,269
Breck W. Tyler			---				---				---				---				---				---			$	14,700				---			$	14,700
Duane A. Dewey			---				---				---				---			$	6,577				---			$	14,700				---			$	21,277

(1)		The aggregate incremental cost of Mr. Hickson s personal use of the corporate airplane is calculated based on the annual cost of operating the corporate airplane. Operating costs include fuel, maintenance, insurance, flight crew expenses (including pilot salaries), landing fees and hangar expenses, on-board catering expenses, universal weather monitoring costs, if applicable, and other miscellaneous expenses, and in 2010, also include the cost of chartering flights during a one-month period in which the corporate airplane was out of service for maintenance. Total annual operating costs are divided by the total number of hours the corporate airplane (or charter) was used during the year to determine the average operating cost per hour. The average operating cost per hour is then multiplied by the hours Mr. Hickson used the corporate airplane for personal use to determine Trustmark’s aggregate incremental cost.

31

Grants of Plan-Based Awards for 2010

     The following table presents information regarding incentive-based cash bonuses and equity awards granted to the NEOs during or for the year ended December 31, 2010, under Trustmark’s annual management incentive plan (cash) and 2005 Incentive Plan (restricted stock) and in the case of incentive-based awards reflects the amounts that could be earned or received under such awards:

																All Other		All Other
				Estimated Possible Payouts						Estimated Possible Payouts						Stock		Option
				Under Non-Equity Incentive						Under Equity Incentive						Awards:		Awards:		Exercise		Grant Date
				Plan Awards (1)						Plan Awards (2)						Number of		Number of		or Base		Fair Value
																Shares of		Securities		Price of		of Stock
																Stock or		Underlying		Option		and Option
		Equity		Threshold		Target		Maximum		Threshold		Target		Maximum		Units (3)		Options		Awards		Awards (4)
Name		Grant Date		($)		($)		($)		(#)		(#)		(#)		(#)		(#)		($/Sh)		($)
Richard G. Hickson (5)				$ 367,500		$ 525,000		$ 750,000		---		---		---		---		---		---		---
Louis E. Greer				$    71,400		$ 102,000		$ 153,000		---		---		---		---		---		---		---
		1/26/2010		---		---		---		470		2,688		5,376		---		---		---		$  98,655
		1/26/2010		---		---		---		---		---		---		1,324		---		---		$  30,518
Gerard R. Host				$ 192,780		$ 275,400		$ 413,100		---		---		---		---		---		---		---
		1/26/2010		---		---		---		1,688		9,643		19,286		---		---		---		$ 353,918
		1/26/2010		---		---		---		---		---		---		4,749		---		---		$ 109,464
Breck W. Tyler				$    81,396		$ 116,280		$ 174,420		---		---		---		---		---		---		---
		1/26/2010		---		---		---		470		2,688		5,376		---		---		---		$    98,655
		1/26/2010		---		---		---		---		---		---		1,324		---		---		$    30,518
Duane A. Dewey				$    96,390		$ 137,700		$ 206,550		---		---		---		---		---		---		---
		1/26/2010		---		---		---		470		2,688		5,376		---		---		---		$    98,655
		1/26/2010		---		---		---		---		---		---		1,324		---		---		$    30,518