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

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o		Definitive Additional Materials
o		Soliciting Material Pursuant to §240.14a-12

 

Trustmark Corporation

(Name of Registrant as Specified In Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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April 4, 2008

Dear Shareholder:

You are cordially invited to attend Trustmark Corporation’s annual meeting of shareholders. This meeting will be held in the Grand Ballroom at the Hilton Hotel, located at 1001 East County Line Road, Jackson, Mississippi, on Tuesday, May 13, 2008, at 10:00 a.m.

At the meeting, shareholders will elect a board of directors, ratify the selection of KPMG LLP as Trustmark Corporation’s independent accountants for 2008 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.

Trustmark Corporation
248 East Capitol Street
Jackson, MS 39201

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DATE AND TIME		Tuesday, May 13, 2008, at 10:00 a.m.
LOCATION		Grand Ballroom Hilton Hotel 1001 East County Line Road Jackson, Mississippi 39211
ITEMS OF BUSINESS		(1)	To elect a board of twelve directors to hold office for the ensuing year or until their successors are elected and qualified.
		(2)	To ratify the selection of KPMG LLP as Trustmark Corporation’s independent accountants for the fiscal year ending December 31, 2008.
		(3)	To transact such other business as may properly come before the meeting.
RECORD DATE		Shareholders of record on March 17, 2008, are eligible to vote at the meeting in person or by proxy.
PROXY VOTING/REVOCATION		You are urged to sign and return the enclosed proxy promptly, whether or not you plan to attend the meeting. If you do attend the meeting, you may revoke your proxy prior to the voting thereof. You may also revoke your proxy at any time before it is voted by written notice to the Secretary of Trustmark Corporation or by delivery to the Secretary of a subsequently dated proxy.
		T. Harris Collier III Secretary to the Board

TABLE OF CONTENTS

GENERAL INFORMATION			1
Solicitation by the Board of Directors			1
Meeting Location, Date and Time			1
Shareholders Entitled to Vote			1
Required Vote			1
How to Vote			1
Revocation of Proxies			1
Voting on Other Matters			1
Cost of Proxy Solicitation			1
CORPORATE GOVERNANCE			1
Board Mission			2
Meetings of the Board of Directors			2
Director Attendance at Annual Meeting			2
Director Independence			2
Lead Director			2
Committees of the Board of Directors			2
Audit and Finance Committee			2
Executive Committee			3
Human Resources Committee			3
Nominating Committee			3
Strategic Planning Committee			3
Committee Membership			3
Director Compensation			4
Communications with Directors			5
Nomination of Directors			5
Director Qualifications			6
Personal Traits			6
Leadership Qualities			6
Individual Competencies			7
PROPOSAL 1: ELECTION OF DIRECTORS			7
THE NOMINEES			8
STOCK			11
Securities Ownership by Certain Beneficial Owners and Management			11
Section 16(a) Beneficial Ownership Reporting Compliance			12
EXECUTIVE COMPENSATION			12
Compensation Discussion and Analysis			12
Summary Compensation Table for 2007			20
All Other Compensation for 2007			21
Grants of Plan-Based Awards for 2007			21
Outstanding Equity Awards at 2007 Fiscal Year-End			22
Option Exercises and Stock Vested for 2007			24
Pension Benefits for 2007			24
Trustmark Capital Accumulation Plan			24
Executive Deferral Plan			25
Non-Qualified Deferred Compensation for 2007			25
Potential Payments Upon Termination or Change in Control			26
Employment Agreements			27
Human Resources Committee Report			28
Human Resources Committee Interlocks and Insider Participation			28
RELATED PARTY TRANSACTIONS			29
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS			29
AUDIT AND FINANCE COMMITTEE REPORT			29
Accounting Fees			30
Pre-Approval Policy			30
PROPOSALS OF SHAREHOLDERS			30
AVAILABILITY OF PROXY MATERIALS			30

GENERAL INFORMATION

Solicitation by the Board of Directors

     This proxy statement is being sent on or about April 4, 2008, in connection with the solicitation by the Board of Directors of Trustmark Corporation (Trustmark) of proxies to be voted at the 2008 Annual Meeting of Shareholders and at any adjournment or postponement thereof for the purposes set forth in the foregoing Notice of Annual Meeting of Shareholders.

Meeting Location, Date and Time

     The Annual Meeting of Shareholders will be held in the Grand Ballroom of the Hilton Hotel, located at 1001 East County Line Road, Jackson, Mississippi 39211, on Tuesday, May 13, 2008, at 10:00 a.m. To obtain directions to attend the meeting and to vote in person, contact the Secretary at 1-601-208-5088 or toll-free at 1-800-844-2000 (extension 5088).

Shareholders Entitled to Vote

     Shareholders of record at the close of business on March 17, 2008, are entitled to notice of and to vote at the meeting in person or by proxy. On the record date, Trustmark had outstanding 57,839,645 shares of common stock.

Required Vote

     A majority of the shares outstanding constitutes a quorum. The twelve candidates who receive the highest number of affirmative votes will be elected as directors. 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. Each share is entitled to one vote on other issues, and the issue will be approved if the votes cast in favor of the action exceed the votes cast opposing the action. While abstentions and broker non-votes (shares held by brokerage customers that may not be voted on certain matters because the broker has not received specific instructions from the customers) are counted for purposes of determining a quorum, they are not otherwise counted and, therefore, will have no effect on the outcome of any issue. Approval of any other matter, such as ratification of the selection of KPMG LLP (KPMG) as independent accountants, requires the affirmative vote of a majority of the shares voted on the proposal (that is, more votes in favor than against), if a quorum is present. Therefore, abstentions and broker non-votes will have no effect on whether or not such a matter is approved.

     All valid proxies received by Trustmark will be voted in accordance with the instructions indicated in such proxies. If no instructions are indicated in an otherwise properly executed proxy, it will be voted FOR the director nominees named in Proposal 1, FOR ratification of the selection of KPMG as independent accountants in Proposal 2 and FOR on all other matters in accordance with the recommendations of the Board of Directors of Trustmark.

How to Vote

     Shareholders of record can vote in person at the annual meeting or by proxy without attending the annual meeting.

     To vote by proxy, either:

	(1)		Complete the enclosed proxy card, sign, date and return it in the enclosed postage-paid envelope,
	(2)		Vote by telephone (instructions are on the proxy card), or
	(3)		Vote by Internet (instructions are on the proxy card).

Revocation of Proxies

     Any shareholder may revoke a proxy at any time before it is voted by written notice to the Secretary, by revocation at the meeting or by delivery to the Secretary of a subsequently dated proxy.

Voting on Other Matters

     The Board of Directors is not aware of any additional matters likely to be brought before the meeting. If other matters do come before the meeting, the persons named in the accompanying proxy or their substitutes will vote the shares represented by such proxies in accordance with the recommendations of the Board of Directors of Trustmark.

Cost of Proxy Solicitation

     Solicitation of proxies will be primarily by mail. Associates of Trustmark and its subsidiaries may be used to solicit proxies by means of telephone or personal contact but will not receive any additional compensation for doing so. Banks, brokers, trustees and nominees will be reimbursed for reasonable expenses incurred in sending proxy materials to the beneficial owners of such shares. The total cost of the solicitation will be borne by Trustmark.

CORPORATE GOVERNANCE

     Trustmark’s governance structure enables the Board of Directors (the Board) to effectively and efficiently address key, specific issues such as business growth, human capital

and technology, among others. This is accomplished through five Board committees and through the effective utilization of the directors’ combined wisdom, experience and diverse business knowledge.

     Provisions of Trustmark’s governance structure include, among other things, a mandatory retirement age of 68, required notification of changes in professional responsibilities and residence, a directors’ attendance policy, as well as the authority to seek advice or counsel from external advisers on an as-needed basis.

Board Mission

     The role of the Board is to foster Trustmark’s long-term success consistent with its fiduciary responsibilities to shareholders. As part of this role, Trustmark’s Board is responsible for:

	•		Providing strategic guidance and oversight,
	•		Acting as a resource on strategic issues and in matters of planning and policy-making,
	•		Ensuring that management’s operations contribute to Trustmark’s financial soundness,
	•		Promoting social responsibility and ethical business conduct,
	•		Providing insight and guidance on complex business issues and problems in the banking and financial services industries,
	•		Ensuring that an effective system is in place to facilitate the selection, succession planning and compensation of the Chief Executive Officer (CEO), and
	•		Ensuring Trustmark’s compliance with all relevant legal and regulatory requirements.

     The Board has adopted, and annually reviews, formal charters for the Board and its committees to address the governance guidelines and responsibilities of each. Likewise, the Board has adopted codes of conduct for directors, senior financial officers and associates. These materials are available on Trustmark’s website at www.trustmark.com or may be obtained by written request addressed to the Secretary of the Board, Trustmark Corporation, Post Office Box 291, Jackson, MS 39205-0291.

Meetings of the Board of Directors

     The Board met four times in 2007. Each director attended at least 75% of the total number of meetings of the Board and Board committees of which the director was a member in 2007.

Director Attendance at Annual Meeting

     Directors are expected to attend the Annual Meeting of Shareholders, and in 2007, all directors were present.

Director Independence

     The Board has affirmatively determined that the following directors and director nominees are “non-employee directors” (within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 (the Exchange Act)), “outside directors” (within the meaning of Section 162(m) of the Internal Revenue Code) and “independent directors” (within the meaning of Rule 4200(15) of the NASDAQ Marketplace Rules):

J. Kelly Allgood		David H. Hoster
Reuben V. Anderson		John M. McCullouch
Adolphus B. Baker		Richard H. Puckett
William C. Deviney, Jr.		R. Michael Summerford
C. Gerald Garnett		Kenneth W. Williams
Daniel A. Grafton

     After serving as a director for 18 years, Mr. Allgood has decided to retire from the Board and will, therefore, not stand for re-election at the 2008 Annual Meeting of Shareholders.

Lead Director

     Trustmark’s Chairman of the Board also serves as CEO. Therefore, under the governance guidelines set forth in Trustmark’s Board Charter, the Chairman of the Executive Committee, Reuben V. Anderson, serves as the Board’s Lead Director. The primary responsibility of the Lead Director is to chair meetings of the non-management directors, and in 2007, the Board held four such independent sessions. The Lead Director also refers to the appropriate board committee any issue brought to his attention by shareholders, directors or others.

Committees of the Board of Directors

     There are five committees that collectively provide guidance on strategic issues, planning and policymaking: Audit and Finance, Executive, Human Resources, Nominating and Strategic Planning. The committees are comprised solely of independent directors, with the exception of the Executive and Strategic Planning Committees.

Audit and Finance Committee

     Under the terms of its Charter, the Audit and Finance Committee meets at least five times a year and is responsible for, among other things, annual approval of the independent auditors, oversight of audit activities, financial reporting and regulatory compliance, as well as review and approval of Trustmark’s profit plan. The Committee meets with the independent and internal auditors without management present on a regular basis.

     The Audit and Finance Committee Charter is posted on Trustmark’s website at www.trustmark.com under Investor Relations/Corporate Governance/Audit and Finance Committee Charter.

Executive Committee

     The Executive Committee acts on behalf of the Board if a matter requires Board action before a meeting of the Board can be held. The Committee is responsible for reviewing the corporate governance structure and annually evaluating each director’s performance against specific performance criteria.

Human Resources Committee

     The role of the Human Resources Committee is to ensure that appropriate policies and practices are in place to facilitate the development of management talent, orderly CEO succession planning, corporate social responsibility and the setting of management compensation.

     The Human Resources Committee Charter is posted on Trustmark’s website at www.trustmark.com under Investor Relations/Corporate Governance/Human Resources Committee Charter.

Nominating Committee

     The Nominating Committee is charged with the responsibility of seeking, interviewing and recommending to the Board qualified candidates for Board and committee membership.

     The Nominating Committee Charter is posted on Trustmark’s website at www.trustmark.com under Investor Relations/Corporate Governance/Nominating Committee Charter.

Strategic Planning Committee

     The Strategic Planning Committee provides guidance to management on the strategic planning process and issues of strategic importance including business growth and expansion, material transactions and technology. The Committee is also responsible for monitoring progress with Trustmark’s long-term strategic and financial objectives.

Committee Membership

     The following table shows the current membership of each committee and the number of meetings held by each committee during 2007.

Director

Audit and Finance

Executive

Human Resources

Nominating

Strategic Planning

J. Kelly Allgood

X

X

X

X

Reuben V. Anderson

Chair

X

X

X

Adolphus B. Baker

William C. Deviney, Jr.

X

C. Gerald Garnett

X

X

X

X

Daniel A. Grafton

X

Chair

X

X

Richard G. Hickson

X

John M. McCullouch

X

Chair

X

Richard H. Puckett

X

R. Michael Summerford

Chair

X

X

X

X

Kenneth W. Williams

X

William G. Yates, Jr.

X

Chair

2007 Meetings

5

3

7

2

1

Director Compensation for 2007

     The following table provides compensation information for the year ended December 31, 2007, for each non-employee member of Trustmark’s Board.

																		Change in
																		Pension Value
																		and Non-Qualified
														Non-Equity				Deferred
		Fees Earned or				Stock				Option				Incentive Plan				Compensation				All Other
		Paid in Cash				Awards				Awards				Compensation				Earnings				Compensation				Total
Director (1)		($)(2)				($)(3)				($)(4)				($)				($)(5)				($)				($)
J. Kelly Allgood		$	31,000			$	2,010			$	7,075				—			$	9,470				—			$	49,555
Reuben V. Anderson		$	37,000			$	2,010			$	11,695				—			$	141,580				—			$	192,285
Adolphus B. Baker		$	19,500			$	2,010			$	9,693				—				—				—			$	31,203
William C. Deviney, Jr.		$	26,500			$	2,010			$	9,693				—			$	91,502				—			$	129,705
C. Gerald Garnett		$	34,000			$	2,010			$	9,784				—				—				—			$	45,794
Daniel A. Grafton		$	36,000			$	2,010			$	2,910				—				—				—			$	40,920
John M. McCullouch		$	26,500			$	2,010			$	8,894				—				—				—			$	37,404
Richard H. Puckett		$	29,000			$	2,010			$	9,693				—			$	64,464				—			$	105,167
R. Michael Summerford		$	53,250			$	2,010			$	8,894				—				—				—			$	64,154
Kenneth W. Williams		$	24,500			$	2,010			$	8,266				—			$	40,793				—			$	75,569
William G. Yates, Jr.		$	24,000			$	2,010			$	8,266				—				—				—			$	34,276

     Non-employee directors receive an annual retainer of $12,000 plus $1,500 for each Board meeting attended. The Executive Committee Chair receives an additional annual retainer of $6,000, and all other Executive Committee members receive an additional annual retainer of $3,000. The Audit and Finance Committee Chair also receives an additional annual retainer of $12,000. All committee chairs and committee members receive $1,250 and $1,000, respectively, for each committee meeting attended, unless the director attends the meeting via teleconference, in which case the director receives one-half of the meeting fee. The CEO receives no compensation for Board or committee service.

     Trustmark provides non-employee directors who became directors prior to 2003 the opportunity to participate in the Directors’ Deferred Fee Plan. Under the plan, eligible directors may defer $12,000 of fees annually to fund a portion of the cost of their defined retirement benefits and death benefits. The amount of the retirement benefit and death benefit is determined based upon the participant’s annual contribution amount, the length of Board service (with accrual and vesting occurring pro-rata assuming Board service to the director’s normal retirement date (March 1 following age 65)) and the age of the director at date of entry into the plan. Depending on a number of factors, the projected annual benefit at retirement is payable for the longer of life or twenty-five years and ranges from $21,000 to $133,000 for current directors electing to participate in the plan. The vested annual benefit as of December 31, 2007, payable at the director’s normal retirement date to current directors electing to participate in the plan ranges from $21,000 to $91,000. If a participating director dies prior to retirement, his beneficiary will receive a scheduled death benefit for ten years. If the plan is terminated, or a director’s

Board service is terminated, within three years after a change in control of Trustmark (as defined in the plan), affected directors will be credited with up to an additional five years of Board service for purposes of determining retirement benefits at the director’s normal retirement date. Trustmark has purchased life insurance contracts on participating directors to fund the benefits to be paid under this plan. Prior to 2008, the plan required retirement benefits to commence at the latter of the director’s normal retirement date or the director’s cessation of service as a director. In 2007, Trustmark revised the plan to require retirement benefits to commence for a continuing director at the latter of the director’s normal retirement date or March 1, 2008. Thus, should a director continue service beyond age 65, retirement benefits would begin prior to cessation of service. These revisions brought the plan into compliance with Section 409A of the Internal Revenue Code. Compliance with this new section of the Internal Revenue Code ensures that amounts deferred under a non-qualified deferred compensation plan for all taxable years can continue to be excluded from the directors’ current gross income.

     Non-employee directors are eligible to receive equity compensation awards under the Trustmark Corporation 2005 Stock and Incentive Compensation Plan. In the event of a change in control, the vesting of stock options is accelerated, and directors are entitled to a time-weighted portion of any unvested restricted stock, based on actual performance to date. Prior to 2007, Trustmark granted stock options to its non-employee directors. In 2007, acting on the belief that the change to performance-based equity compensation for executive management in order to maximize value should also apply to non-employee directors, Trustmark ceased granting stock options and commenced granting performance-based restricted stock to its non-employee directors on terms substantially similar to those granted to executive management. On April 17, 2007, each non-employee director received an award of 250 performance-based restricted shares pursuant to the plan. Under these awards, if vesting of the related performance measures exceeds 100%, each non-employee director will also receive up to an additional 250 excess shares of time-vested restricted stock.

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

Communications with Directors

     Shareholders desiring to contact Trustmark’s Board may do so by sending written correspondence to Board of Directors, Trustmark Corporation, Post Office Box 291, Jackson, MS 39205-0291 or by e-mail to boardofdirectors@trustmark.com.

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

     Complaints relating to Trustmark’s accounting, internal accounting controls or auditing matters should be directed to Trustmark’s General Counsel/Secretary to the Board, Trustmark Corporation, Post Office Box 291, Jackson, MS 39205-0291 or by calling 1-800-844-2000 (extension 5088) or 1-601-208-5088.

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 nominees recommended 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 39205-0291 or by e-mail 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 2009 Annual Meeting of Shareholders, such recommendations should be delivered no later than October 1, 2008. 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 Committee may solicit suggestions from incumbent directors, management or others. With regard to the proposed nominees for 2008, all nominees have previously served on the Board, except David H. Hoster, who was recommended for consideration by management.

Director Qualifications

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

Personal Traits

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

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

Leadership Qualities

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

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

Individual Competencies

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

Board Committees

Audit and

Human

Strategic

Individual Director Competencies

Finance

Executive

Resources

Nominating

Planning

1. Financial Acumen

Accounting & finance knowledge

ü

ü

ü

ü

Financial statement analysis

ü

Knowledge of capital markets

ü

ü

Financial planning

ü

Ability to communicate financial concepts in lay terms

ü

ü

2. Organizational Effectiveness

Talent management

ü

Understanding of compensation issues

ü

Ability to discern candidate qualifications

ü

3. Strategic Direction

Vision

ü

ü

ü

Strategic perspective

ü

ü

ü

Technology knowledge

ü

Industry knowledge

ü

ü

ü

ü

PROPOSAL 1: Election of Directors

     The Board has fixed the number of directors for the coming year at twelve. The nominees listed herein have been proposed by the Board for election at the meeting.

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

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

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

THE NOMINEES

•		Partner, Phelps Dunbar, L.L.P. (Attorneys)
•		Director of Trustmark since 1980
•		Trustmark Corporation Committees:

Executive (Chair)
Human Resources
Nominating
Strategic Planning

Adolphus B. Baker	51

•		President and COO, Cal-Maine Foods, Inc. (Producer and Distributor of Shell Eggs)
•		Director of Trustmark since 2007
•		Other Directorships: Trustmark National Bank, Cal-Maine Foods, Inc.

William C. Deviney, Jr.	62

•		CEO, Deviney Construction Company, Inc. (Telecommunications Construction)
•		Director of Trustmark since 1995
•		Trustmark Corporation Committees:

Human Resources

C. Gerald Garnett	63

•		Retired CEO, Southern Farm Bureau Casualty Insurance Company and Southern Farm Bureau Property Insurance Company
•		Director of Trustmark since 1993
•		Trustmark Corporation Committees:

Executive
Human Resources
Nominating
Strategic Planning

•		Retired President, L-3 Vertex Aerospace (Provider of Aviation and Aerospace Services)
•		Director of Trustmark since 2007
•		Trustmark Corporation Committees:

Executive
Human Resources (Chair)
Nominating
Strategic Planning

•

Other Directorships: Trustmark National Bank

Richard G. Hickson	63

•		Chairman, President and CEO, Trustmark Corporation; Chairman and CEO, Trustmark National Bank
•		Director of Trustmark since 1997
•		Trustmark Corporation Committees:

Executive

•

Other Directorships: Trustmark National Bank

David H. Hoster	62

•		President and CEO, EastGroup Properties, Inc. (Real Estate Investment Trust)
•		Nominated for Director of Trustmark in 2008
•		Other Directorships: Trustmark National Bank, EastGroup Properties, Inc.

John M. McCullouch	60

•		Retired President, AT&T — Mississippi
•		Director of Trustmark since 2005
•		Trustmark Corporation Committees:

Executive
Nominating (Chair)
Strategic Planning

•

Other Directorships: Trustmark National Bank

•		Former President and COO, ChemFirst, Inc. (Manufacturer of Electronic and Specialty Chemicals)
•		Director of Trustmark since 2005
•		Trustmark Corporation Committees:

Audit and Finance (Chair)
Executive
Human Resources
Nominating
Strategic Planning

•

Other Directorships: Trustmark National Bank

Kenneth W. Williams	66

•		President, Corinth Coca-Cola Bottling Works; President, Refreshments, Inc., and Refreshments of Tennessee, Inc.; Secretary/Treasurer, Weaver Consolidated Group, Inc. (Soft Drink Bottler)
•		Director of Trustmark since 1998
•		Trustmark Corporation Committees:

Audit and Finance

•

Other Directorships: Trustmark National Bank

William G. Yates, Jr.	66

•		President and CEO, The Yates Companies, Inc. (Construction)
•		Director of Trustmark since 2001
•		Trustmark Corporation Committees:

Executive

Strategic Planning (Chair)

•

Other Directorships: Trustmark National Bank

STOCK

Securities Ownership by Certain Beneficial Owners and Management

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

		Shares
		Beneficially				Percent of
		Owned				Outstanding
Name		as of 03/01/08 (1)				Shares
Robert M. Hearin Foundation
Robert M. Hearin Support Foundation
Post Office Box 16505
Jackson, Mississippi 39236			7,895,034	(2)			13.65	%
J. Kelly Allgood			81,365	(3)(4)(5)
Reuben V. Anderson			33,098	(3)(4)(6)
Adolphus B. Baker			15,050	(3)(4)
William C. Deviney, Jr.			34,116	(3)(4)
Duane A. Dewey			43,840	(7)
C. Gerald Garnett			19,939	(3)(4)
Daniel A. Grafton			2,650	(4)(8)
Louis E. Greer			38,104	(9)
Richard G. Hickson			448,399	(10)(11)
Gerard R. Host			220,761	(12)(13)
David H. Hoster			1,250	(4)
John M. McCullouch			5,665	(4)(14)
Richard H. Puckett			90,814	(3)(4)(15)
R. Michael Summerford			5,450	(4)(16)
Breck W. Tyler			45,390	(17)(18)
Harry M. Walker			188,020	(19)(20)(21)
Kenneth W. Williams			22,748	(3)(4)
William G. Yates, Jr.			30,747	(4)(22)(23)(24)
Directors and executive officers of Trustmark as a group			1,558,596	(25)			2.69	%

Section 16(a) Beneficial Ownership Reporting Compliance

     During 2007, one Form 4 was filed late for each of the following Section 16(a) insiders: Reuben V. Anderson, T. Harris Collier III and Kenneth W. Williams. In each case, the Form 4 reported one transaction.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

     Human Resources Committee. As described on page 3 of this proxy statement, Trustmark’s Human Resources Committee of the Board (the Committee) is currently comprised of Messrs. Grafton (Chairman), Anderson, Deviney, Garnett and Summerford. The Committee operates under a written charter adopted by the Board. This charter is reviewed annually by the Committee and was last approved by the Board on January 22, 2008. The Board has determined that the members of the Committee are “non-employee directors” (within the meaning of Rule 16b-3 of the Exchange Act), “outside directors” (within the meaning of Section 162(m) of the Internal Revenue Code) and “independent directors” (within the meaning of Rule 4200(15) of the NASDAQ Marketplace Rules). In addition, no Committee member is a current or former associate of Trustmark or any of its subsidiaries.

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

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

     Board and Committee Process. The Committee is charged with ensuring that policies and practices are in place to facilitate (i) the development of Trustmark’s and its principal subsidiary, Trustmark National Bank’s (the Bank), management talent, (ii) orderly CEO succession, (iii) the setting of management and director compensation at competitive levels and (iv) Trustmark’s corporate social responsibility. The CEO and the Director of Human Resources interface with the Committee in connection with the Committee’s executive compensation decision-making, providing comparative data as well as making recommendations. The Committee also reviews, on at least an annual basis, Trustmark’s management talent levels and management succession planning. Although considered “officers” of Trustmark Corporation under the rules and regulations of the Exchange Act, management of Trustmark, including the NEOs, are employed by the Bank rather than Trustmark Corporation. As employees of the Bank, the NEOs’ compensation is paid by the Bank, except for equity awards under Trustmark’s stock and incentive compensation plans.

     One of the Committee’s primary roles is to initiate, develop and recommend for approval by the Board the compensation of the CEO. The Committee’s recommendation is based on its evaluation of the CEO’s performance relative to annual corporate goals and objectives and in conjunction with comparative market data provided by the Committee’s external compensation consultant and internal data provided by human resources personnel. For compensation of the other NEOs, the CEO and Director of Human Resources make recommendations to the Committee that are generally approved by the Committee and then recommended to the Board for review and approval. The Committee also administers Trustmark’s equity-based compensation plans and deferred compensation plans. With respect to equity compensation

awarded to other associates, the Committee reviews and recommends grants of performance-based restricted stock and time-vested restricted stock for approval by the Board, generally based upon the recommendation of the CEO. The Committee has delegated authority to the CEO to grant limited equity awards, which are reviewed by the Committee.

     The CEO and the Director of Human Resources establish the agenda for committee meetings. The Committee reports regularly to the Board on matters relating to the Committee’s responsibilities. In addition, the Committee follows regulatory and legislative developments and considers corporate governance best practices in performing its duties. In 2007, the Committee met seven times. The Committee periodically meets with the CEO and the Director of Human Resources to assess progress toward meeting objectives set by the Board for both annual and long-term compensation.

     Benchmarking. The Committee is authorized to retain experts, consultants and other advisors to aid in the discharge of its duties. In accordance with the Committee’s charter, the hiring of such advisors is at the Committee’s discretion, except that the Chairman of the Committee must obtain approval of the Board for engagements that exceed $10,000 annually. To ensure that Trustmark’s 2007 compensation levels were in line with compensation for management of similar-sized financial institutions with Trustmark’s level of corporate performance, the Committee directed Wachovia Employer Solutions Group (Wachovia), a compensation consultant previously engaged by Trustmark, to provide compensation information in late 2006 to aid in the determination of competitive levels of executive pay. Wachovia obtained this information from published surveys and proxy statements of peer financial institutions in the United States. The peer group used by the Committee for this determination consists of a minimum of 15 financial institutions and is updated annually by the Committee, based on recommendations from the compensation consultant, to reflect the companies against which Trustmark competes for executive talent and for shareholder investment. The specific characteristics of the financial institutions comprising the peer group vary from year to year, but the companies are chosen based on having similar market capitalization or asset size to Trustmark, offering similar banking functions, having similar organizational structure and/or having similar corporate performance. The companies comprising this peer group in the 2006 Wachovia study included 23 financial institutions whose market capitalization range from $985.0 million to $3.0 billion and whose asset size range from $5.4 billion to $17.8 billion. For comparison purposes, Trustmark’s market capitalization and asset size were both slightly above the median for this peer group.

     Wachovia provided specific executive compensation analysis regarding base salary and short-term and long-term incentive components among the peer group and offered base salary recommendations for the CEO and the President and Chief Operating Officer (COO) in late 2006. In addition, in February 2007, Wachovia prepared an executive compensation analysis for eight additional executives at Trustmark. A Wachovia consultant participated in the January and February committee meetings to discuss the information with the Committee. The Committee considered the information provided by Wachovia in determining base salaries and annual cash bonus payout targets for the CEO and the President and COO for 2007.

     As a matter of business prudence, the Committee requested that the Director of Human Resources during the second quarter of 2007 conduct a Request for Proposal (RFP) process on behalf of the Committee to evaluate compensation consultants for future work, including an extensive review of the compensation of the members of the Bank’s executive management, including all of the NEOs. During this period, the Committee engaged Mercer (US) Inc. (Mercer) to conduct a review for those executives who had change in control agreements. As a result of the RFP, the Committee retained Mercer during the third quarter of 2007 to provide information, analyses and advice regarding executive and director compensation, as described below. The Mercer consultant who performs these services reports directly to the Committee chair. At the Committee’s direction, Mercer’s services for the Committee during fiscal 2007 included:

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

     In the course of conducting its activities, Mercer attended three meetings of the Committee and presented its findings and recommendations for discussion. With the consent of the Committee chair, Mercer may, from time to time, contact Trustmark’s executive officers for information necessary to fulfill its assignment and may make reports and presentations to and on behalf of the Committee. Based on Mercer’s analysis and advice during the latter part of 2007, the Committee made no changes to 2007 compensation; however, the Committee approved an increase to the Chief Financial Officer’s (CFO) 2008 base salary to bring it more in line with CFO base salaries paid by Trustmark’s peers.

     All determinations regarding the amount or form of executive compensation under Trustmark’s executive compensation program are ultimately approved by the Committee and reflect factors and considerations in addition to the information and

advice provided by consultants. The Committee does not delegate its authority to compensation consultants nor to other parties, other than to the CEO, who may grant a limited number of equity awards.

     For purposes of benchmarking Trustmark’s executive compensation in comparison to other companies with whom Trustmark competes for executive talent and shareholder investment, in addition to the information provided by compensation consultants, Trustmark’s human resources personnel also prepare compensation analyses of different executive positions, based on other sources available to them.

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

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

     In making determinations on the mix and amount of executive compensation, the Committee reviews all components of executive compensation, including base salary, annual cash bonuses, equity-based compensation, costs of perquisites and any other form of compensation received from Trustmark. The Committee believes that the total compensation opportunity available to members of management should consist of base salary, annual bonuses, equity-based compensation, retirement benefits and perquisites, each of which is a standard compensation component for NEOs at Trustmark’s peer institutions. The Committee reviews and recommends to the Board compensation levels for the Bank’s executive management based on Trustmark’s performance, individual performance and experience, as well as peer comparisons and company affordability analysis. Based on its review, the Committee believes total compensation for Trustmark’s NEOs for 2007 is generally in line with compensation levels for management of similar-sized financial institutions with Trustmark’s level of corporate performance. The individual components of such compensation, however, may be higher or lower in some cases.

     Allocation Among Components. Although the Committee does not seek a specific allocation among the various compensation components, the percentages of salary, bonus and equity-based compensation compared to total compensation as earned in 2007 were as follows for the NEOs:

		Typical Base Salary				Typical Cash Bonus				Typical Equity Award
CEO, President and COO			45	%			25	%			30	%
Other NEOs (except for Tyler)			55	%			25	%			20	%
Tyler			30	%			50	%			20	%

     The compensation package of Breck W. Tyler, Mortgage Services Manager, differs from other NEOs. In addition to the annual cash bonus opportunity under the management incentive plan, Mr. Tyler also receives a quarterly production bonus based on the mortgage department’s production, which typically accounts for approximately 50% of his total compensation in a year. Mr. Tyler’s “typical cash bonus” shown above reflects both his bonus under the management incentive plan and the quarterly production bonuses earned in 2007.

     In allocating compensation among these elements, the Committee believes that the compensation of the senior-most

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

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

     The base salaries for Trustmark’s NEOs for 2007 were established in the first quarter of 2007 after Trustmark’s 2006 financial information and performance results were available. In establishing the CEO’s base salary, the Committee considered Wachovia’s analysis of salaries paid to CEOs among Trustmark’s peer institutions and Wachovia’s recommendations for the CEO’s compensation for 2007, as well as the CEO’s individual performance and contributions relative to Trustmark’s corporate goals for 2006. Based on this evaluation, the Committee originally recommended a base salary increase of 4% for the CEO for 2007; however, the CEO requested not to receive an increase that was inconsistent with the overall base salary increase available for all associates. Therefore, the Committee approved a base salary increase of 3% for the CEO.

     In establishing the base salaries of Trustmark’s other NEOs for 2007, the Committee considered the recommendations of the CEO. The CEO’s recommendations were based on individual responsibility level, individual and company performance for 2006, total compensation history from 2002-2006 for each NEO, the comparative market data for similar positions provided by Wachovia and human resources personnel and a general understanding of executive compensation in the financial services industry. In evaluating performance for the other NEOs for 2006 for the Committee, the CEO used the same metrics that were used for determining annual incentive plan awards for 2006 (corporate drivers, strategic drivers and, for NEOs in a particular business unit, line of business goals). The Committee considered each of these factors but did not assign a specific value to any of them. The Committee’s process also involved a subjective component in evaluating each officer’s overall span of responsibility and control. Based on this evaluation, the Committee recommended a 3% increase in the base salaries for other NEOs for 2007, with an additional 7% and 12% increase, respectively, for Duane A. Dewey, President — Central Region, and Louis E. Greer, CFO. These larger increases for Mr. Dewey and Mr. Greer were effective March 1, 2007, and were made in recognition of the additional responsibilities for these executives in new roles, as well as to make their salaries more competitive in the market.

     Trustmark elected to delay the 2007 annual base salary increases for approximately 75 of the company’s top executives from March 2007 until the third quarter of 2007. This decision was based upon a commitment from the management team to meet the company’s financial objectives in 2007 and was one of a number of initiatives undertaken to control non-interest expenses. After reviewing satisfactory company performance through the end of the third quarter, the base salary increases were reinstated effective October 1, 2007, with no retroactive payments for the period between March 2007 and October 2007. Of the original 75 executives affected by this delay, approximately 30, including all of the NEOs, were moved to an 18-month base salary increase cycle until March 2009.

     The base salaries approved by the Committee in March 2007, but not effective until October 1, 2007 (except for Messrs. Dewey and Greer), were as follows:

Name		2007 Base Salaries
Richard G. Hickson		$	726,716
Gerard R. Host		$	371,315
Louis E. Greer		$	192,500
Duane A. Dewey		$	300,000
Harry M. Walker		$	290,687
Breck W. Tyler		$	164,800

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

	•		a primary emphasis on corporate performance as measured by ROATE and EPS,
	•		a qualitative assessment of strategic achievements in areas of management including operating efficiency, revenue

			growth, credit quality and net income, and
	•		a structured, objective approach to determine cash bonuses.

     At the beginning of each year, the CEO recommends to the Committee cash bonus target levels for NEOs stated as a percentage of base salary, utilizing performance goals, including ROATE and EPS, established under the annual management incentive plan. In addition to recommendations by the CEO, the Committee reviews the market compensation data prepared by the compensation consultant and human resources personnel to ensure that target levels provide an appropriate opportunity to earn bonuses and are competitive with Trustmark’s peer institutions. The Committee then recommends these target levels for approval by the Board. In accordance with the management incentive plan, if the corporate performance goals are not achieved, the Committee may exercise its discretion to not award cash bonuses under the plan. In addition, the Committee may exercise its discretion under the plan to increase cash bonuses earned under the plan when performance goals are achieved. The comparative data provided by Wachovia indicated that Trustmark’s 2007 target levels for cash bonuses were competitive with the peer group.

     For 2007, targets for NEOs were based on varying measured weightings with respect to corporate performance goals, strategic operational drivers and, for NEOs working in specific business units, business unit goals. For 2007 targets, the Committee decided to retain the approach used in 2006, except that the return on average equity (ROAE) performance goal was changed to an ROATE measure, and some weightings were shifted to more closely align an NEO to the overall corporate drivers or to an individual’s line of business results. The Committee believes the ROATE target more accurately reflects Trustmark’s performance when compared to other financial institutions also engaged in acquisition activity. For the CEO, target levels were weighted 75% on corporate performance (measuring actual results for EPS and ROATE compared to Trustmark’s profit plan performance targets) and 25% on actual results for specific corporate strategic operational drivers such as operating efficiency, revenue growth, credit quality and net income compared to Trustmark’s profit plan. For NEOs working in specific business units, target levels were weighted 30% to 40% on corporate performance goals and 60% to 70% on specific business unit net income. For NEOs impacting a broader group of business units and/or not working in a specific business unit, target levels were weighted 60% to 65% on corporate performance goals, 20% to 35% on corporate strategic operational drivers and up to 20% on business unit net income. These weightings reflect a change from the 2006 targets, with more emphasis on the corporate performance goal and less on operational drivers. These weightings match more closely with the CEO’s targets and place more focus for the non-business units on direct activity that supports attainment of the EPS and ROATE goals.

     For the CEO and the President and COO, the overall target levels for 2007 provided cash bonus opportunities in the range of 60% to 70% of their base salaries. For the other NEOs, the overall target levels for 2007 provided cash bonus opportunities in the range of 25% to 45% of their base salaries. The cash bonus payout percentage, if any, ranged from a threshold payout level (75% performance), to a target payout level (100% performance) to a maximum payout level (150% performance), depending on performance against the stated targets. The objective was to set bonus targets such that the payouts under the annual management incentive plan at the target levels or slightly above are achievable. The target levels for the various measures are set to equate to the company’s actual profit plan for the year for those same measures. A five-year historic perspective for these NEOs indicates that the annual template bonus targets are realistic, yet consistently challenging, in that performance results have fallen below the target level for approximately 60% of payouts and above the target level for approximately 40% of payouts.

     In accordance with the terms of his employment agreement, the CEO’s target bonus payout level for 2007 was 70% of base salary with a potential maximum of 100% of base salary. In January 2008, the Committee reviewed Trustmark’s actual performance in 2007 compared to target levels for corporate performance and strategic operational drivers established under the management incentive plan and approved a bonus payout of approximately 89% of the cash bonus target potential for the CEO, which amounted to approximately 62% of his 2007 base salary.

     For 2007, the Committee did not exercise any discretion to increase the awards earned under the management incentive plan. Trustmark awarded the following cash bonuses under the management incentive plan, which were paid during the first quarter of 2008:

						Performance Level
Name		2007 Annual Cash Bonus				Achieved
Richard G. Hickson		$	440,971				89	%
Gerard R. Host		$	194,976				90	%
Louis E. Greer		$	59,049				90	%
Duane A. Dewey		$	128,839				98	%
Harry M. Walker		$	110,703				87	%
Breck W. Tyler		$	52,992				132	%

     In addition to the cash bonuses under the management incentive plan, Mr. Tyler also receives a quarterly production bonus based on the mortgage department’s production. Mr. Tyler’s production bonus is calculated on a formula that is

based on a percentage of total mortgage production above a threshold production level. The specific targets are not publicly disclosed for competitive reasons.

     Equity-Based Compensation. Trustmark strongly believes that equity-based awards are an integral part of total compensation for NEOs and certain key managers with significant responsibility for Trustmark’s long-term results. Equity-based awards constitute the largest non-cash component of each NEO’s total compensation package and are tied specifically to TSR and ROATE. Historically, Trustmark’s primary form of equity compensation consisted of stock options. Beginning in 2005, in recognition of the trend among financial institutions toward performance-based equity compensation, to provide a stronger correlation between performance and incentive-based compensation without increasing Trustmark’s costs and based on the advice of the compensation consultant, the Committee began granting performance-based restricted stock instead of stock options. In 2005, the Committee awarded performance-based restricted stock to the CEO and to the President and COO and stock options to the other NEOs. In 2006 and 2007, all NEOs were granted performance-based restricted stock rather than stock options. For performance-based restricted stock awards made in 2007, the Committee awarded the same number of shares per participant as in 2006 because the Committee desired to keep Trustmark’s costs in line with the previous year. As with the management incentive plan, the Committee elected to retain the same performance goals used in 2006 for the performance-based restricted stock awards, except that the ROAE performance goal was changed to ROATE, based on the Committee’s belief that the ROATE target more accurately reflects Trustmark’s performance when compared to other financial institutions also engaged in acquisition activity. The Committee believes that performance-based restricted stock grants provide an effective means of delivering incentive compensation, a stable reward for achievement of long-term objectives and an effective means of executive retention. In establishing award levels, the Committee generally does not consider the equity ownership levels of the recipients or prior awards that are fully vested.

     The Trustmark Corporation 2005 Stock and Incentive Compensation Plan (2005 Incentive Plan):

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

     Equity awards and the related performance goals for NEOs under the 2005 Incentive Plan are recommended by the Committee and approved by the Board generally at its first meeting of each year. For 2007, the awards were made on January 16, 2007. Awards are made as early as practicable in the year to maximize the time-period for achieving performance goals associated with the awards. The Committee’s meeting schedule is determined several months in advance, so the proximity of any grant of awards to earnings announcements or other market events is coincidental.

     Restricted stock awards granted to NEOs in 2006 and 2007 were “performance-vesting.” For restricted stock to be earned, certain performance goals must be achieved within the three-year performance period covered by the awards. The recipient must also remain employed by Trustmark through the end of the performance period for restricted stock to vest. 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.

     For awards made in 2007, performance goals for the CEO and other NEOs are the same. The awards vest based on the achievement of target percentages related to ROATE (50%), with vesting up to and including 100%, and TSR (50%), with vesting up to and including 100%, compared to Trustmark’s defined peer group. For ROATE, the threshold performance level is reached at the 40th percentile compared to the peer group, with 100% vesting occuring at the 70th percentile. For TSR, the threshold performance level is reached at the 40th percentile compared to the peer group, with 100% vesting occuring at the 70th percentile. The performance period began January 1, 2007, and continues through December 31, 2009.

     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 or a change in control, partial time-weighted performance vesting occurs based on ROATE and TSR through the end of the calendar quarter prior to such event. If a greater than 100% vesting level with respect to the ROATE and TSR targets is achieved in the aggregate (with the maximum being 200%) for an executive who remains employed for the entire performance period, an additional award of time-vested restricted stock (excess shares) will be issued. The number of excess shares issued equals 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 quarter of 2010 and will vest on December 31, 2012. 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 or a change in control. Dividends on any performance-based restricted stock, as well as any excess shares issued, are accumulated and will vest and be paid only when and to the extent the shares vest. No interest is paid on the accumulated dividends.

     The following table reflects the grant date fair values of the 2007 performance-based restricted stock awards and any

potential excess shares:

		Value of				Value of
Name		Performance Shares				Excess Shares (1)
Richard G. Hickson		$	547,750			$	267,925
Gerard R. Host		$	281,700			$	137,790
Louis E. Greer		$	93,900			$	45,930
Duane A. Dewey		$	93,900			$	45,930
Harry M. Walker		$	93,900			$	45,930
Breck W. Tyler		$	93,900			$	45,930
(1) Excess shares will only be issued if the performance shares’ aggregate TSR and ROATE vesting percentage exceeds 100%.

     The Committee began establishing its plan for equity-based awards for 2008 during the fourth quarter of 2007. In connection with this, Mercer presented the Committee with an extensive market study comparing data published for similar management positions in Trustmark’s peer group as well as other comparative market data.

     In 2006 and 2007, Trustmark granted only performance-based restricted stock under its equity-based compensation plan. According to the research provided by Mercer, only one company in Trustmark’s peer group awarded only performance-based restricted stock. Mercer noted that more than 75% of the companies within the peer group use multiple types of awards in their stock and incentive compensation plans and recommended the addition of time-vested restricted stock awards to Trustmark’s equity-based compensation program to more closely align the program with Trustmark’s peers. Mercer also suggested to the Committee that multiple types of awards can better accomplish the company’s equity award objectives, including executive officer retention and attraction. Mercer illustrated a model providing restricted stock grants with 67% being performance-based and 33% time-vested. For 2008, the Committee elected to utilize multiple types of awards and also elected to widen the performance range for performance-based awards to provide for greater variability of pay based on performance by lowering the minimum payout (from 25% to 17.5%) and the minimum performance threshold (from the 40th percentile to the 30th percentile) and by increasing the maximum performance level required for maximum payout (from the 70th percentile to the 75th percentile).

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

     Executive Deferral Plan. Because of the compensation limits for tax qualified retirement plans, Trustmark maintains a defined benefit supplemental retirement plan that provides additional retirement benefits to executives. The Executive Deferral Plan enables the executives to receive retirement benefits equal to 50% of their covered salaries. The Committee believes the plan is competitive with Trustmark’s peer financial institutions and is an important tool in attracting and retaining executive management. The supplemental retirement plan is described in more detail under “Executive Deferral Plan” on page 25. The plan was amended in 2007 to ensure compliance with 409A rules.

     Non-Qualified Deferred Compensation Plan. Trustmark also provides a non-qualified deferred compensation plan that provides additional salary deferral opportunities for executives who may be impacted by the compensation limits that restrict participation in the 401(k) plan. The plan permits the executives to defer on a pre-tax basis up to 90% of annual base salary and/or 100% of annual cash bonus. The Committee believes the plan is competitive with Trustmark’s peer financial institutions and is an important tool in attracting and retaining executive management. The deferred compensation plan is described in more detail under “Non-Qualified Deferred Compensation for 2007” on page 25. The plan was amended in 2007 to ensure compliance with 409A rules.

     Employment Agreements. Executive management has contributed significantly to the success of Trustmark, and the Committee believes that it is important to protect them in the event of a change in control. Further, the Committee believes that the interests of shareholders will be best served if the interests of executive management are aligned with theirs, and providing change in control benefits should eliminate, or at least reduce, the reluctance of executive management to pursue potential change in control transactions that may be in the best interests of shareholders. Messrs. Hickson, Host and Walker have change in control provisions in their employment agreements with Trustmark. Relative to the overall value of Trustmark, the cost of these potential change in control benefits is relatively minor. The cash components of the change in control benefits are paid in a lump-sum or over regular pay periods depending on the circumstances and relate to the executive’s base salary immediately prior to termination plus the highest annual bonus amount earned in any of the three years preceding the year of the change in control for Mr. Hickson and in any of the two years preceding the year of the

change in control for Messrs. Host and Walker. In addition, Mr. Hickson is entitled to have his home purchased by Trustmark under certain circumstances if he is unable to sell his home after termination following a change in control. The employment agreements entered into with Messrs. Hickson, Host and Walker are described under “Employment Agreements” on page 27, and the amounts which would have been payable assuming a termination event at December 31, 2007, are shown in the Potential Payments Upon Termination or Change in Control table on page 26.

     Trustmark’s change in control benefits are generally “double trigger,” which means that the benefits under them are payable only if the executive’s employment is terminated other than for cause, death, disability or retirement or if the executive resigns for good reason within three years after a change in control for Mr. Hickson and within two years for Messrs. Host and Walker. In the event of a covered termination following a change in control, health and other insurance benefits continue for one year, and all unvested stock options immediately vest upon a change in control. In addition, the executive would be entitled to receive any benefits that he otherwise would have been entitled to receive under the 401(k) plan, pension plan (Trustmark Capital Accumulation Plan), non-qualified deferred compensation plan (Deferred Compensation 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. The Committee has determined that a gross up payment to make an executive whole for any golden parachute excise tax is not currently appropriate. The Committee also believes that an executive should receive the entire change in control benefits which he or she expects; thus, it does not believe that an executive’s change in control benefits should be reduced to avoid the golden parachute excise tax, or to avoid non-deductibility of excess parachute payments by Trustmark, unless a reduction will cause the executive to receive more after-tax than without a reduction. Employment agreements were amended in 2007 to ensure compliance with 409A rules.

     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 2007 table on page 21. In addition to the cash and equity compensation described above, NEOs received the same benefit package available to all salaried associates. This package includes:

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

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

     Deductibility of Compensation. The Committee carefully considers Section 162(m) of the Internal Revenue Code of 1986, as amended, which provides certain criteria for the tax deductibility of compensation in excess of $1 million paid to Trustmark’s NEOs. The Committee believes it is in Trustmark’s best interest, and that of its shareholders, to comply with the requirements of Section 162(m). The Committee, however, intends to retain the flexibility to reward NEOs consistent with Trustmark’s compensation philosophy for each compensation element. It is the Committee’s intent that grants of stock options, performance-based restricted stock and other incentive awards made pursuant to Trustmark’s stock and incentive compensation plans comply with the deductibility requirements of Section 162(m) or be in amounts that normally would not be expected to cause non-deductibility under Section 162(m). For that reason, Trustmark’s annual bonus program is currently designed to provide compensation that may not be deductible under Section 162(m) where a NEO’s total compensation, which is not performance-based compensation for Section 162(m) purposes, exceeds $1,000,000 and hence, is subject to the $1,000,000 deduction limit under Section 162(m). For 2007, Section 162(m) did not limit the deductibility of any compensation paid to NEOs. At the current time, the Committee anticipates that the only compensation that may not be fully deductible in the future under Section 162(m) is that of the CEO.

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

Summary Compensation Table for 2007

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

																										Change in
																										Pension Value
																										and Non-Qualified
																						Non-Equity				Deferred
														Stock				Option				Incentive Plan				Compensation				All Other
						Salary				Bonus				Awards				Awards				Compensation				Earnings				Compensation				Total
Name and Principal Position		Year				($)				($)				($)(1)				($)(2)				($)(3)				($)(4)				($)(5)				($)
Richard G. Hickson			2007			$	710,862				—			$	659,832			$	93,699			$	440,971			$	556,375			$	73,126			$	2,534,865
Chairman, President and CEO,			2006			$	702,152				—			$	375,846			$	147,645			$	457,568			$	363,491			$	53,987			$	2,100,689
Trustmark Corporation; Chairman and CEO, Trustmark National Bank
Gerard R. Host (6)			2007			$	363,204				—			$	338,434			$	52,054			$	194,976			$	107,807			$	20,033			$	1,076,508
President and			2006			$	358,752				—			$	192,551			$	82,025			$	220,442			$	9,786			$	16,039			$	879,595
Chief Operating Officer, Trustmark National Bank
Louis E. Greer (7)			2007			$	185,408				—			$	44,435			$	11,871			$	59,049			$	132,431			$	14,163			$	447,357
Treasurer and Principal Financial Officer, Trustmark Corporation; Executive Vice President and Chief Financial Officer, Trustmark National Bank
Duane A. Dewey			2007			$	290,788				—			$	66,652			$	50,803			$	128,839			$	59,265			$	19,777			$	616,124
President			2006			$	272,148				—			$	26,545			$	62,667			$	126,280			$	40,950			$	15,848			$	544,438
Central Region, Trustmark National Bank
Harry M. Walker			2007			$	284,345				—			$	66,652			$	50,864			$	110,703			$	118,313			$	20,617			$	651,494
President			2006			$	280,861				—			$	26,545			$	68,849			$	126,323			$	21,959			$	16,638			$	541,175
Jackson Metro, Trustmark National Bank
Breck W. Tyler (7)			2007			$	161,205				—			$	66,652			$	15,259			$	256,014			$	65,555			$	13,950			$	578,635
Executive Vice President and Mortgage Services Manager, Trustmark National Bank

All Other Compensation for 2007

     The detail of all other compensation for 2007 is included in the following table:

																														Company-
																														Paid
		Airplane				Auto				Moving				Tax Gross-Ups				Club				Earned				401(k)				Insurance
		Allowance				Allowance				Expense				Reimbursements				Dues				Vacation				Match				Premiums				Total
Name		($)(1)				($)				($)				($)				($)				($)				($)				($)				($)
Richard G. Hickson		$	52,317				—				—				—			$	5,329				—			$	13,500			$	1,980			$	73,126
Gerard R. Host			—				—				—				—			$	5,843				—			$	13,500			$	690			$	20,033
Louis E. Greer			—				—				—				—			$	3,000				—			$	10,473			$	690			$	14,163
Duane A. Dewey			—				—				—				—			$	5,827				—			$	13,500			$	450			$	19,777
Harry M. Walker			—				—				—				—			$	5,827				—			$	13,500			$	1,290			$	20,617
Breck W. Tyler			—				—				—				—				—				—			$	13,500			$	450			$	13,950

Grants of Plan-Based Awards for 2007

     The following table summarizes certain information with respect to incentive-based cash and restricted stock awards granted to the NEOs during or for the year ended December 31, 2007, under Trustmark’s annual management incentive plan (cash) and 2005 Incentive Plan (restricted stock) and reflects the amounts that could be earned or received under such awards:

																														All Other				All Other
																														Stock				Option
																														Awards:				Awards:				Exercise				Grant Date
						Estimated Possible Payouts												Estimated Possible Payouts												Number of				Number of				or Base				Fair Value
						Under Non-Equity Incentive												Under Equity Incentive												Shares of				Securities				Price of				of Stock
		Equity				Plan Awards (1)												Plan Awards (2)												Stock or				Underlying				Option				and Option
		Grant				Threshold				Target				Maximum				Threshold				Target				Maximum				Units				Options				Awards				Awards
Name		Date				($)				($)				($)				(#)				(#)				(#)				(#)				(#)				($/Sh)				($)(3)
Richard G. Hickson			1/16/2007			$	370,414			$	493,885			$	705,550				4,375				17,500				35,000				—				—				—			$	815,675
Gerard R. Host			1/16/2007			$	162,225			$	216,300			$	324,450				2,250				9,000				18,000				—				—				—			$	419,490
Louis E. Greer			1/16/2007			$	49,214			$	65,619			$	98,429				750				3,000				6,000				—				—				—			$	139,830
Duane A. Dewey			1/16/2007			$	98,478			$	131,304			$	196,956				750				3,000				6,000				—				—				—			$	139,830
Harry M. Walker			1/16/2007			$	95,249			$	126,999			$	190,499				750				3,000				6,000				—				—				—			$	139,830
Breck W. Tyler			1/16/2007			$	30,000			$	40,000			$	60,000				750				3,000				6,000				—				—				—			$	139,830

Outstanding Equity Awards at 2007 Fiscal Year-End

     The following table includes certain information with respect to all unexercised options held by NEOs at December 31, 2007:

						Option Awards
														Equity Incentive
														Plan Awards:
						Number of				Number of				Number of
						Securities				Securities				Securities
						Underlying				Underlying				Underlying				Option
						Unexercised				Unexercised				Unexercised				Exercise				Option
		Grant Date				Options				Options				Unearned Options				Price				Expiration
Name		(1)				(#) Exercisable				(#) Unexercisable				(#)				($)				Date
Richard G. Hickson			5/12/1998				38,000				—				—			$	22.56				5/12/2008
			5/11/1999				42,000				—				—			$	22.78				5/11/2009
			5/9/2000				46,500				—				—			$	18.06				5/9/2010
			5/8/2001				49,000				—				—			$	21.68				5/8/2011
			4/9/2002				45,000				—				—			$	25.46				4/9/2012
			4/15/2003				45,000				—				—			$	24.09				4/15/2013
			4/20/2004				33,750				11,250				—			$	27.30				4/20/2014
							299,250				11,250
Gerard R. Host			5/12/1998				10,568				—				—			$	22.56				5/12/2008
			5/11/1999				12,111				—				—			$	22.78				5/11/2009
			5/9/2000				18,500				—				—			$	18.06				5/9/2010
			5/8/2001				19,500				—				—			$	21.68				5/8/2011
			4/9/2002				17,000				—				—			$	25.46				4/9/2012
			4/15/2003				25,000				—				—			$	24.09				4/15/2013
			4/20/2004				18,750				6,250				—			$	27.30				4/20/2014
							121,429				6,250
Louis E. Greer			5/9/2000				5,000				—				—			$	18.06				5/9/2010
			5/8/2001				5,000				—				—			$	21.68				5/8/2011
			4/9/2002				4,500				—				—			$	25.46				4/9/2012
			4/15/2003				3,500				—				—			$	24.09				4/15/2013
			4/20/2004				2,625				875				—			$	27.30				4/20/2014
			5/10/2005				1,400				2,100				—			$	28.28				5/10/2012
							22,025				2,975
Duane A. Dewey			8/25/2003				10,000				—				—			$	26.52				8/25/2013
			4/20/2004				11,250				3,750				—			$	27.30				4/20/2014
			5/10/2005				6,000				9,000				—			$	28.28				5/10/2012
							27,250				12,750
Harry M. Walker			5/12/1998				10,568				—				—			$	22.56				5/12/2008
			5/11/1999				16,500				—				—			$	22.78				5/11/2009
			5/9/2000				18,500				—				—			$	18.06				5/9/2010
			5/8/2001				19,500				—				—			$	21.68				5/8/2011
			4/9/2002				17,000				—				—			$	25.46				4/9/2012
			4/15/2003				15,000				—				—			$	24.09				4/15/2013
			4/20/2004				11,250				3,750				—			$	27.30				4/20/2014
			5/10/2005				6,000				9,000				—			$	28.28				5/10/2012
							114,318				12,750
Breck W. Tyler			5/12/1998				1,500				—				—			$	22.56				5/12/2008
			5/11/1999				2,000				—				—			$	22.78				5/11/2009
			5/9/2000				2,500				—				—			$	18.06				5/9/2010
			5/8/2001				5,000				—				—			$	21.68				5/8/2011
			4/9/2002				4,500				—				—			$	25.46				4/9/2012
			4/15/2003				4,500				—				—			$	24.09				4/15/2013
			4/20/2004				3,375				1,125				—			$	27.30				4/20/2014
			5/10/2005				1,800				2,700				—			$	28.28				5/10/2012
							25,175				3,825