FISCAL AND PAYING AGENCY AGREEMENT

FISCAL AND PAYING AGENCY AGREEMENT

Between

TRUSTMARK NATIONAL BANK

Issuer

and

THE BANK OF NEW YORK TRUST COMPANY, N.A.

Fiscal and Paying Agent

______________

Dated as of December 13, 2006

______________

5.673% Subordinated Notes Due December 15, 2016

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TABLE OF CONTENTS

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EXHIBIT A — Form of Global Certificate

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This FISCAL AND PAYING AGENCY AGREEMENT is entered into as of December 13, 2006 by and between Trustmark National Bank (the "Bank"), and The Bank of New York Trust Company, N.A., as Fiscal and Paying Agent (the "Fiscal and Paying Agent").

WITNESSETH:

WHEREAS, the Bank proposes to issue and sell its 5.673% Subordinated Notes Due December 15, 2016 (the "Subordinated Notes") in an initial aggregate principal amount of $50,000,000 and in minimum denominations of $250,000 to certain institutional accredited investors in an offering that is exempt from registration with the Securities and Exchange Commission and will be made pursuant to Section 16.6 of the Securities Offering Regulations (12 C.F.R. § 16.6) of the Office of the Comptroller of the Currency (the "Comptroller"), and

WHEREAS, the Bank desires to appoint the Fiscal and Paying Agent as fiscal and paying agent of the Bank with respect to the preparation, authentication, delivery, registration and payment of the Subordinated Notes;

NOW, THEREFORE, in consideration of the mutual promises, covenants, conditions and agreements set forth herein, the parties hereby agree as follows:

ARTICLE I

APPOINTMENT

Section 1.1.    Appointment of Fiscal and Paying Agent . The Fiscal and Paying Agent is hereby appointed as fiscal and paying agent for the Subordinated Notes on the terms and conditions specified in this Agreement and the Subordinated Notes, and the Fiscal and Paying Agent hereby accepts such appointment. The Bank hereby appoints the Fiscal and Paying Agent as registrar for the Subordinated Notes.

ARTICLE II

THE SUBORDINATED NOTES

Section 2.1.    Form of Subordinated Notes . The Subordinated Notes will be represented by one or more global certificates, each such certificate hereinafter called a "Global Subordinated Note." All Global Subordinated Notes shall be registered in the name of The Depository Trust Company ("DTC"), as depository, or its nominee or a successor depository or nominee. All Global Subordinated Notes shall be in substantially the form attached hereto as Exhibit A and may have such appropriate insertions, omissions, variations or substitutions as are required or permitted by, and not inconsistent with, this Agreement, and may also have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with any applicable law or with any applicable rules or regulations made pursuant thereto or with the rules or regulations of any securities exchange or governmental agency or as may, consistently herewith, be determined by the officers of the Bank executing such Global Subordinated Notes, as evidenced by their execution thereof. Beneficial interests in the Global Subordinated Notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC or its nominee and its participants.

Section 2.2.    Certifications of Authorized Representatives of the Bank .

(a)      Any instruction given by the Bank to the Fiscal and Paying Agent under this Agreement shall be in the form of an Officer’s Certificate. For the purposes of this Agreement, "Officer’s Certificate" means a certificate signed by an Authorized Representative (defined below) and delivered to the Fiscal and Paying Agent.

(b)    On an annual basis, the Bank shall furnish the Fiscal and Paying Agent with an Officer’s Certificate of the Bank certifying the incumbency and specimen signatures of the representatives of the Bank who are authorized to instruct the Fiscal and Paying Agent regarding the completion and delivery of the Global Subordinated Notes and take other actions hereunder (each an "Authorized Representative"). The Bank shall promptly provide the Fiscal and Paying Agent with an interim Officer’s Certificate of the Bank indicating any changes in the Bank’s Authorized Representatives and certifying the incumbency and specimen signatures of each Authorized Representative and any such change shall become effective on the Business Day (as hereinafter defined) on which the Fiscal and Paying Agent receives notice thereof.

Section 2.3.    Completion, Authentication and Delivery .

(a)       All Subordinated Notes shall be issued and delivered in accordance with the terms of this Agreement, the Global Subordinated Notes and the Letter of Representations from the Bank and the Fiscal and Paying Agent to DTC dated December 13, 2006, pursuant to an authentication order ("Authentication Order"). The Authentication Order shall be given by an Authorized Representative by telex, telecopy or other means acceptable to the Fiscal and Paying Agent. Upon receipt of the Authentication Order, the Fiscal and Paying Agent shall:

(i)    complete a Global Subordinated Note or Global Subordinated Notes representing the Subordinated Notes in accordance with such order;

(ii)    manually authenticate such Global Subordinated Note or Global Subordinated Notes by any one of the officers of the Fiscal and Paying Agent duly authorized and designated by it for such purpose; and

(iii)    deliver such Global Subordinated Note or Global Subordinated Notes to DTC or its nominees pursuant to the Authentication Order.

(b)    Each Subordinated Note shall bear an original issue date which shall remain the same for all Subordinated Notes subsequently issued upon transfer, exchange or substitution of such original Subordinated Note regardless of the date of issuance of any such subsequently issued Subordinated Note.

(c)    All instructions given by the Bank pursuant to this Section 2.3 must be received by the Fiscal and Paying Agent by 11 a.m., Central Standard Time, on the Business Day preceding the original issue date for the Global Subordinated Notes. For all purposes under this Agreement (except as indicated in Sections 3.1(b) and 6.11), the term "Business Day" shall mean any day that is not a Saturday or Sunday and that, in the City of New York, New York is not a day on which banking institutions are generally authorized or required by law to be closed. The Fiscal and Paying Agent shall not be required to perform any duties on any day that is not a Business Day.

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(d)    The Fiscal and Paying Agent shall have no responsibility to the Bank to determine by whom or by what means a facsimile signature of the Bank may have been affixed on the Global Subordinated Notes, or whether a signature of an Authorized Representative is genuine, if such signature resembles the specimen signature of such Authorized Representative on the Officer’s Certificate delivered pursuant to Section 2.2(b). The Fiscal and Paying Agent shall incur no liability to the Bank in acting or refraining from taking any action hereunder upon instructions contemplated hereby which the recipient thereof believed in good faith to have been given by an Authorized Representative. In the event a discrepancy exists between the instructions as originally received by the Fiscal and Paying Agent and any subsequent instruction relating to the same subject matter, the original instructions will be deemed controlling if action has already been taken in reliance thereon, provided that the Fiscal and Paying Agent gives notice to the Bank of such discrepancy promptly upon the receipt of such subsequent instructions.

(e)    Each instruction given to the Fiscal and Paying Agent in accordance with this Section 2.3 shall constitute a representation and warranty to the Fiscal and Paying Agent by the Bank that (i) the issuance and delivery of the Global Subordinated Notes to which the instruction relates have been duly and validly authorized by the Bank, (ii) such Global Subordinated Notes, when completed, countersigned, authenticated and delivered pursuant hereto, will constitute valid and legally binding obligations of the Bank and (iii) the Fiscal and Paying Agent’s appointment to act for the Bank hereunder has been duly authorized by all necessary corporate action of the Bank.

(f)    The Bank further represents and warrants to the Fiscal and Paying Agent that the Bank is free to enter into this Agreement and to perform the terms hereof.

Section 2.4.    Denominations; Issuance of Certificated Securities .

(a)      Except as provided in paragraph (b) of this Section 2.4, the Subordinated Notes shall be issuable only in book-entry form, without coupons, in denominations of $250,000 and any amount in excess thereof which is an integral multiple of $1,000.

(b)    If at any time (i) DTC notifies the Bank in writing that it is unwilling or unable to act as depository for the Subordinated Notes or if DTC ceases to be a clearing agency registered pursuant to Section 17A of the Securities Exchange Act of 1934, as amended, and a successor depository is not appointed by the Bank within 90 days after the effective date of DTC’s ceasing to act as depository for the Subordinated Notes, (ii) the Bank, at its option, notifies the Fiscal and Paying Agent in writing that it elects to cause the issuance of Subordinated Notes in definitive form or (iii) any event shall have happened and be continuing which, after notice or lapse of time, or both, would constitute an Event of Default as defined in the Subordinated Notes, the Bank will execute, and the Fiscal and Paying Agent will, upon the execution of the then standard form of the Fiscal and Paying Agent’s agreement for certificated securities and upon receipt of instructions in writing from the Bank, authenticate and deliver Subordinated Notes of like tenor and terms in definitive form in an aggregate principal amount equal to the principal amount of the Global Subordinated Notes then outstanding in exchange for such Global Subordinated Notes. Any such certificated Subordinated Notes will be issued in fully registered form to the persons identified by DTC as the beneficial owners thereof, without coupons, in denominations of $250,000 or any amount in excess thereof which is an integral multiple of $1,000. Such certificated Subordinated Notes may not subsequently be exchanged by a holder for Subordinated Notes in denominations of less than $250,000. If Subordinated Notes are issued in definitive form hereunder, payment and other terms related to such Subordinated Notes will be as set forth on the face thereof.

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Section 2.5.    Proceeds of the Sale of Subordinated Notes . Any funds representing proceeds from the offering and sale of the Subordinated Notes that are received by the Fiscal and Paying Agent shall be held in trust by the Fiscal and Paying Agent for the benefit of the Bank and promptly credited to one or more accounts designated in writing by the Bank.

Section 2.6.    Security Register; Registration of Transfer and Exchange .

(a)      The Fiscal and Paying Agent shall, so long as any of the Subordinated Notes remain outstanding, maintain all records as may be customary, including all forms of transfer for the Subordinated Notes and shall: (i) keep at its corporate trust office or the office of its agent in The City of New York, a register (the "Security Register") in such form as the Fiscal and Paying Agent may determine, in which, subject to such reasonable requirements as it may prescribe, it shall provide for the registration of the Global Subordinated Notes and of any exchanges or transfers thereof and (ii) maintain records showing for each outstanding Subordinated Note issued in definitive form under Section 2.4(b), the principal amount, maturity date, interest rate and other terms thereof; the date of original issue and all subsequent transfers and consolidations or exchanges.

(b)    All Subordinated Notes presented for transfer shall be duly endorsed or be accompanied by a written instrument of transfer with such evidence of due authorization and guarantee of signature as may reasonably be required by the Fiscal and Paying Agent. Upon receipt by the Bank of a Subordinated Note submitted for transfer, the Bank will execute, and the Fiscal and Paying Agent will countersign and authenticate, one or more new Subordinated Notes of like tenor and terms in an aggregate principal amount equal to the principal amount of the Subordinated Note presented for transfer in accordance with the transfer instructions accompanying same. The Fiscal and Paying Agent shall date its signature on the date it signs such Subordinated Notes. No service charge (other than any cost of delivery) shall be imposed by the Fiscal or Paying Agent for any exchange or registration of transfer of a Subordinated Note but the Bank or Fiscal and Paying Agent may require the payment of a sum sufficient to cover any stamp or other tax or governmental charge that may be imposed in connection therewith or presentation of evidence that such tax or charge has been paid. Notwithstanding anything to the contrary set forth herein, no registration or transfer shall be made on or after the fifteenth day immediately preceding the Date of Maturity (as defined in the Subordinated Note).

(c)    Notwithstanding anything in this Agreement to the contrary, unless Subordinated Notes are issued in definitive form under Section 2.4(b) hereof, beneficial ownership of the Subordinated Notes will only be shown on, and transfers thereof will be effected only through, records maintained by DTC, its nominees or its participants (as defined in the Offering Circular). The Fiscal and Paying Agent shall have no responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in a Global Subordinated Note or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests, and it shall be fully protected in acting or refraining from acting on any such information provided by DTC with respect thereto.

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Section 2.7.    Persons Deemed Owners . Prior to due presentment of a Subordinated Note for registration or transfer, the Bank, the Fiscal and Paying Agent and any agent of the Bank or the Fiscal and Paying Agent may treat the person in whose name such Subordinated Note is registered as the owner of such Subordinated Note for the purpose of receiving payments of principal and interest, if any, and for all other purposes whatsoever, whether or not such Subordinated Note be overdue, and neither the Bank nor the Fiscal and Paying Agent shall be affected by notice to the contrary.

Section 2.8.    Cancellation of Subordinated Notes . Any Subordinated Note paid in accordance with this Agreement, and each Subordinated Note in lieu of which a replacement Subordinated Note or Subordinated Notes are authenticated and delivered in accordance with Section 2.6 or 2.9 hereof, shall be canceled and disposed of in accordance with the Fiscal and Paying Agent’s policy for disposal. The Fiscal and Paying Agent shall upon written request furnish the Bank with certificates of disposal of such Subordinated Note(s).

Section 2.9.    Mutilated, Stolen or Destroyed Subordinated Notes . In case a Subordinated Note shall at any time become mutilated, destroyed, lost or stolen and such Subordinated Note or evidence satisfactory to the Bank or the Fiscal and Paying Agent of the loss, theft, or destruction thereof (together with indemnity satisfactory to the Bank and the Fiscal and Paying Agent and such other documents of proof as may be required by them) shall be delivered to the Bank, a new Subordinated Note of like tenor will be issued by the Bank in exchange for the Subordinated Note so mutilated, or in lieu of the Subordinated Note so destroyed or lost or stolen. The Fiscal and Paying Agent will authenticate any such substituted Subordinated Note and deliver the same on the written request or authorization of an Authorized Representative. All expenses and reasonable charges associated with procuring the indemnity referred to above and with the preparation, authentication and delivery of a new Subordinated Note shall be borne by the holder of the Subordinated Note so mutilated, destroyed, lost or stolen. If any Subordinated Note which has matured or is about to mature shall become mutilated, destroyed, lost or stolen, the Bank may, instead of issuing a substitute Subordinated Note, pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated Subordinated Note) upon compliance by the holder thereof with the provisions of this Section 2.9.

Section 2.10.    Redemption . The Subordinated Notes may not be redeemed prior to the Date of Maturity and no sinking fund will be provided for the Subordinated Notes.

ARTICLE III

THE FISCAL AND PAYING AGENT

Section 3.1.    Payment of Subordinated Notes .

(a)      Payments of principal, premium, if any, and interest payable at the Date of Maturity will be made by wire transfer in immediately available funds to the bank accounts in the United States designated by the holders of the Subordinated Notes, provided that the Subordinated Notes are presented to the Fiscal and Paying Agent at its corporate trust office in The City of New York (or at such other place or places as the Fiscal and Paying Agent shall designate by notice to the holders of the Subordinated Notes) in time for the Fiscal and Paying Agent to make such payments in such funds in accordance with its normal procedures.

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(b)    Payments of interest (other than interest payable at Date of Maturity) will be made on June 15 and December 15 of each year, commencing on June 15, 2007 to the holders of the Subordinated Notes entitled thereto as of the close of business on June 1 and December 1, as the case may be (whether or not such day is a "Business Day" (as that term is defined in the Form of Global Subordinated Note attached as Exhibit A hereto)) (each such date, a "Regular Record Date" next preceding each such interest payment date, by wire transfer of immediately available funds to the bank accounts in the United States designated by such holders in a written notice received by the Fiscal and Paying Agent not later than the applicable Regular Record Date.

(c)    The Fiscal and Paying Agent is authorized and will pay any Subordinated Note duly presented for payment as provided in paragraph (a) of this Section 3.1 as long as the Global Subordinated Note representing such Subordinated Note has been authenticated by one of the Fiscal and Paying Agent’s officers who was duly designated and authorized for such purpose at the time of such authentication, notwithstanding that said officer is no longer so designated or the authority of said officer has been terminated between the time of execution and the time of payment.

(d)    The Fiscal and Paying Agent shall have no obligation to use its own funds for any payment of principal, premium, if any, or interest on the Subordinated Notes or for any other purpose pursuant to this Agreement.

Section 3.2.    Information Regarding Amounts Payable . The Fiscal and Paying Agent shall, as soon as practicable after each record date for the payment of interest on the Subordinated Notes (other than interest payable on the Date of Maturity), but not later than five days preceding the related interest payment date, notify the Bank of the amount of interest to be paid on the Subordinated Notes on the related interest payment date.

Section 3.3.    Deposit of Funds . The Bank shall deposit with the Fiscal and Paying Agent by 10 a.m., New York City time (i) on each interest payment date (other than the Date of Maturity) an amount in immediately available funds sufficient to pay the interest due on the Subordinated Notes on such date and (ii) on the Date of Maturity an amount in immediately available funds sufficient to pay the full principal amount of the Subordinated Notes, the premium due thereon, if any, and all unpaid interest accrued thereon to the Date of Maturity.

Section 3.4.    Disposition of Funds Held for Payment of Subordinated Notes .

(a)      In acting under this Agreement and in connection with the Subordinated Notes, the Fiscal and Paying Agent is acting solely as agent of the Bank and does not have any fiduciary duties to, and does not assume any obligation or relationship of agency or trust with, the holders of the Subordinated Notes or the beneficial owners of the Global Subordinated Notes, except that, subject to the provisions of subsection (b) of this Section 3.4, all money deposited with the Fiscal and Paying Agent pursuant to Section 3.3 shall be held by it on behalf of the holders of the Subordinated Notes and the beneficial holders of the Global Subordinated Notes entitled thereto until such money is disbursed to the holders of the Subordinated Notes (subject to escheat and other unclaimed property laws) in accordance with the provisions of the Subordinated Notes and this Agreement or otherwise. Money deposited with the Fiscal and Paying Agent need not be segregated from other funds of the Fiscal and Paying Agent, except to the extent required by law.

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(b)    Subject to applicable escheat laws, any money deposited with the Fiscal and Paying Agent for the payment of the principal of, premium, if any, or interest on any Subordinated Note that remains unclaimed for two years after such principal, premium, if any, or interest has become due and payable shall be remitted by the Fiscal and Paying Agent to the Bank and the holders of the Subordinated Notes entitled thereto shall thereafter, as unsecured general creditors, look only to the Bank for payment thereof as successor fiscal and paying agent, and all liability of the Fiscal and Paying Agent with respect to such money shall thereupon cease.

Section 3.5.    Additional Responsibilities . If the Bank shall ask the Fiscal and Paying Agent to perform any duties not specifically set forth in this Agreement as duties of the Fiscal and Paying Agent (the "Additional Responsibilities") and the Fiscal and Paying Agent chooses to perform such Additional Responsibilities, the Fiscal and Paying Agent shall be held to the same standard of care and shall be entitled to all the protective provisions (including, but not limited to, indemnification) set forth herein with respect to such Additional Responsibilities unless the Fiscal and Paying Agent has entered into a separate written agreement which specifically addresses the standard of care with respect to such Additional Responsibilities.

Section 3.6.    Miscellaneous . Notwithstanding anything to the contrary herein:

(a)    in paying principal, premium, if any, and interest on the Subordinated Notes hereunder, the Fiscal and Paying Agent shall be acting as a conduit and shall not be paying such principal, premium, if any, or interest for its own account. In the absence of written notice from the Bank to the contrary, the Fiscal and Paying Agent shall be entitled to assume that any Subordinated Note presented to it, or deemed presented to it, for payment, is entitled to be so paid;

(b)    the Fiscal and Paying Agent shall not be required to invest any moneys delivered to it pursuant to this Agreement and shall have no liability for interest on any moneys received or held by it hereunder;

(c)    the Fiscal and Paying Agent shall not be responsible for the accuracy of any recital of any party (other than the Fiscal and Paying Agent) that is stated herein or in the Subordinated Notes or in any offering materials relating thereto and makes no representations as to the validity or enforceability of the Subordinated Notes and shall incur no responsibility in respect thereto;

(d)    the Fiscal and Paying Agent shall be protected in acting or refraining from acting upon any notice, order, requisition, request, consent, certificate, order, opinion (including an opinion of counsel, Officer’s Certificate or both), affidavit, letter, telegram or other paper or document deemed by it in good faith to be genuine and correct and to have been signed or sent by the proper person or persons; and

(e)    any action taken by the Fiscal and Paying Agent pursuant to this Agreement upon the request or authority or consent of any person who at the time of making such request or giving such authority or consent is the holder of a Subordinated Note shall be conclusive and binding upon (i) all future holders of the same Subordinated Note and any Subordinated Note issued in exchange therefor or in place thereof, (ii) all beneficial owners of the same Subordinated Note and (iii) all holders of the same Subordinated Note issued in definitive form pursuant to Section 2.4(b) hereof.

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ARTICLE IV

LIABILITY AND INDEMNIFICATION

Section 4.1.    Liability .

(a)      The duties and obligations of the Fiscal and Paying Agent are ministerial in nature and such duties and obligations shall be determined solely by the express provisions of this Agreement. The Fiscal and Paying Agent shall not be liable to the Bank, the holder of Subordinated Notes or the beneficial owners of the Global Subordinated Notes except for the performance of such duties and obligations as are specifically set forth herein and no implied covenants shall be read into this Agreement against it.

(b)    The Fiscal and Paying Agent may refuse to perform any duty or exercise any right or power hereunder unless it receives indemnity satisfactory to it against any related loss, liability or expense. The Fiscal and Paying Agent shall not be required to ascertain whether any action taken by the Bank hereunder, including (i) the offering and sale of Subordinated Notes, (ii) the issuance of such Subordinated Notes or (iii) any amendment or termination of this Agreement, has been duly authorized by the Bank or is in compliance with any other agreement to which the Bank is a party (whether or not the Fiscal and Paying Agent is also a party to such other agreements) or any law or governmental regulation to which the Bank is subject. The Fiscal and Paying Agent shall have no responsibility in the case of any default by the Bank in the performance of the covenants contained herein or in the Subordinated Notes.

(c)    The Fiscal and Paying Agent shall not have any liability hereunder except in the case of its gross negligence, willful misconduct or failure to perform in accordance with this Agreement. Notwithstanding anything to the contrary herein, the Fiscal and Paying Agent shall not be liable for any losses, damages or expenses resulting from the willful misconduct or negligence of any of its agents, correspondents, attorneys or receivers as long as the Fiscal and Paying Agent exercised due care in connection with the appointment thereof.

Section 4.2.    Indemnification . The Bank agrees to indemnify and hold harmless the Fiscal and Paying Agent, its officers, directors, employees and agents from and against all losses, liabilities, obligations, claims, damages, costs and expenses of any kind or nature whatsoever (including, without limitation, reasonable legal fees and expenses) relating to or arising out of the performance of its duties under this Agreement, except to the extent they are caused by the gross negligence or willful misconduct of the Fiscal and Paying Agent or failure of the Fiscal and Paying Agent to perform in accordance with this Agreement. In the event of resignation or removal of the Fiscal and Paying Agent, any successor to the performance of the obligations of the Fiscal and Paying Agent as specified in this Agreement shall be entitled to rely upon this indemnity and said successor, the Bank or DTC shall not be entitled to a separate indemnity from the Fiscal and Paying Agent. These indemnification obligations shall survive the termination of this Agreement, including any