2008 Bonus Awards Granted in Restricted Stock for Certain Executive Officers

At a committee meeting held on March 31, 2009, the Human Resources Committee (the Committee) of the Board of Directors of Trustmark Corporation approved the payment of the 2008 bonus awards, in the form of time-based restricted stock, earned under the Corporation's management incentive plan by the named executive officers listed below. The Corporation participated in the Troubled Asset Relief Program (TARP) Capital Purchase Program (CPP) under the Emergency Economic Stabilization Act of 2008 (EESA), as amended by the American Recovery and Reinvestment Act of 2009 (ARRA). The ARRA places limitations on the Corporation's ability to pay cash bonuses to certain employees. These restrictions apply during the period in which the obligation to Treasury remains outstanding (the TARP Period). Therefore, the Committee determined that the Corporation should pay the 2008 bonus awards earned by these named executive officers in the form of restricted stock.

The number of shares of restricted stock granted in lieu of a cash payment and the amount of the 2008 bonus awards earned, as well as the amount of the 2007 bonus awards paid in cash to these named executive officers pursuant to the Corporation's management incentive plan, are set forth below:

                                                                   2008 Bonus
                                                                 Amount Earned
                                           Number of Shares       (But Paid in
                                            of Restricted          Restricted         2007 Cash
        Named Executive Officer             Stock Granted            Stock)             Bonus

Gerard R. Host
President and Chief Operating Officer             8,991               $  167,055       $ 194,976

Duane A. Dewey
Executive Vice President and Corporate
Banking Manager                                   5,495               $  102,090       $ 128,839

Louis E. Greer
Treasurer and Principal Financial
Officer                                           3,241               $   60,222       $  59,049

Breck W. Tyler
Executive Vice President and Mortgage
Services Manager                                  2,801               $   52,044       $  52,992

The Committee determined the number of shares of restricted stock to be granted by dividing the executive officer's 2008 bonus award earned by the average closing price of the Corporation's common stock for the 10-day period ended March 30, 2009. The restricted stock awards were granted under the Corporation's 2005 Stock and Incentive Compensation Plan (the 2005 Plan) and are substantially similar to the time-based restricted stock previously granted to employees under the 2005 Plan, except that the restricted stock is entitled to receive dividends when paid and the restricted stock will vest at the end of the TARP Period. A copy of the form of Bonus Restricted Stock Agreement is included in this Current Report as Exhibit 10-w and is incorporated herein by reference.

In connection with recommending the 2008 bonus amounts earned by these named executive officers, the Committee exercised discretion permitted under the plan, as described in the Corporation's 2009 proxy statement under the caption "Compensation Discussion and Analysis - Annual Cash Bonuses."

2009 Restricted Stock Awards Limited

In addition, at their meeting on March 31, 2009, the Committee modified the performance-based restricted stock awards and eliminated the time-based restricted stock awards approved, but not granted, for these named executive officers on January 27, 2009. The 2008 bonus restricted stock awards (discussed above) and the modified 2009 restricted stock awards, together, did not exceed 50% of the named executive officers' annual base compensation.

(d) The following exhibit is filed as part of this Form 8-K:

Exhibit No. Description
10-w        Form of Bonus Restricted Stock Agreement for
            Executive (under the 2005 Stock and Incentive
            Compensation Plan).