AMENDED AND RESTATED EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (" Agreement ") is entered into as of  November 20, 2008 by Trustmark Corporation, a Mississippi corporation (the " Company "), and Richard G. Hickson (the " Executive ").  The Company and Executive have entered into this Agreement with reference to the following facts:

A.              The Company and Executive entered into that certain agreement dated as of May 13, 1997, which the Company and Executive amended and restated effective as of March 12, 2002 and again as of October 23, 2007 (" Original Agreement "); and

B.              The Company and Executive now desire to amend and restate in its entirety the Original Agreement as set forth in this Agreement to reflect certain substantive changes in the terms and conditions relating to the Executive’s employment.

NOW, THEREFORE, in consideration of the mutual premises and agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1.               Term of Employment .  Subject to Section 5 hereof, the term of the Executive's employment under this Agreement commenced on the 13th day of May, 1997 (the " Commencement Date "), and shall continue through the end of the day on which the Annual Meeting of the Company’s shareholders is held in 2011 unless terminated earlier as provided in Section 5 (the " Term ").  For all purposes of this Agreement, the day on which the Annual Meeting of the Company’s shareholders is held is the day on which the meeting is opened in 2011, whether or not adjourned or suspended and carried over to another day.

2.               Duties of Employment .  The Executive agrees to render his services to the Company through the earlier of December 31, 2010 or the end of the Term as its Chairman of the Board, President and Chief Executive Officer, to render his services to the Company’s subsidiary Trustmark National Bank (the " Bank ") as its Chairman of the Board and Chief Executive Officer and to hold such other office or position with the Company and/or the Bank as may be reasonably requested by the Board of Directors of the Company (the " Board "), and in connection therewith, to perform such duties commensurate with his office or position as he shall reasonably be directed by the Board to perform.  For any portion of the Term occurring after December 31, 2010, the Executive agrees to render his services to the Company as an employee and as the Chairman of the Board, but not as President and Chief Executive Officer of the Company, and to render his services to the Bank as an employee and as the Chairman of the Board, but not as Chief Executive Officer of the Bank.  The Executive shall perform such duties faithfully and diligently at all times.  The Executive shall have no other employment while he is employed by the Company; provided, however, that the Executive may serve on the boards of directors of companies which do not compete with the Company and in such capacity attend regularly scheduled board meetings to the extent approved in writing in advance by the Board.  When and if requested to do so by the Board, the Executive shall serve as a director and officer of any other subsidiary or affiliate of the Company.  The Company shall notify the Executive if it believes that the Executive has breached any of his obligations under this Section 2; in such event, the Executive shall have thirty (30) days within which to cure such breach, other than a breach of his obligation to refrain from employment with any person or entity other than the Company or any of its subsidiaries or affiliates.

3.               Compensation and Other Benefits .

3.1.               Salary .  As his full base compensation for all services to be rendered by the Executive during the Term, the Company shall pay to the Executive a base salary for each calendar year of the Term in an amount established each year by the Human Resources Committee of the Board, or any successor committee of the Board charged with oversight of and responsibility for executive compensation (the " HR Committee "), and the Board, but in no event less than $400,000 annually.  Payment shall be made in accordance with the Company's usual payroll practices for senior executives (not less frequently than monthly).  The annual base salary set forth in this Section 3, as in effect at any particular time, shall hereinafter be referred to as the " Base Salary ." The Company shall withhold or cause to be withheld from the Base Salary (and other wages hereunder) all taxes and other amounts as are required by law to be withheld.  For 2011, the Executive’s Base Salary shall continue for the portion of such year the Executive remains an employee at no less than the annual rate in effect on December 31, 2010.

3.2.               Annual Bonus .  In addition to the Base Salary, the Executive shall have the opportunity annually to earn as a bonus seventy percent (70%) of his Base Salary (the " Target Award Opportunity ").  In establishing the actual bonus earned each year by the Executive (the " Annual Bonus "), the HR Committee, in consultation with the Executive, shall have the discretion to increase the Annual Bonus above or decrease the Annual Bonus below the Target Award Opportunity for that year.  In so doing the HR Committee's determination shall be based upon an assessment of the performance of both the Executive and the Company taking into consideration such performance goals as may be established by the HR Committee periodically in consultation with the Executive.  The Executive's Annual Bonus shall not exceed one hundred percent (100%) of the Base Salary for any one year.  Any Annual Bonus due hereunder shall be payable to the Executive no later than the 15 ^th of the third month following the end of the year to which the Annual Bonus relates (subject to a reasonable delay in payment due to an unforeseeable event making it administratively impracticable to make the payment by such time).  For 2011, the Executive shall not participate in Company’s regular annual incentive plan, but the HR Committee may nevertheless provide for a bonus payable to the Executive for the portion of such year the Executive remains an employee on such basis, if any, as it may determine in its sole discretion.

3.3.               Equity Compensation .

A.               Equity Compensation Awards .  The Company will grant to the Executive such equity compensation awards from time to time in such amounts as are determined in the sole discretion of the HR Committee, provided, however, that no equity compensation awards will be granted after 2009.

B.               Stock Options .  If the Executive’s employment ceases other than by the Company’s termination for Cause (as hereinafter defined), all of the Executive’s currently outstanding incentive stock options and currently outstanding nonqualified stock options on the date of this Agreement shall be amended to provide, and all of the Executive’s stock options which are granted after the date of this Agreement shall provide, that to the extent they are outstanding at the Executive’s cessation of employment they will be or become, and will thereafter continue to be, exercisable for their full original term.  If the Executive’s employment ceases by the Company’s termination for Cause, the Executive’s rights in his stock options shall be governed by the terms set forth in the applicable award agreement(s) and not by this Agreement.

C.               Restricted Stock .  The Executive shall continue to be eligible to receive awards under the Company’s 2005 Stock and Incentive Compensation Plan (or any successor plan) of restricted stock, restricted stock units and/or performance units through 2009 on such basis as the HR Committee may determine in its sole discretion, provided, however, that subject to the applicable limitations of the plan under which the awards are made, the awards for 2009 shall be twice the amount of the usual annual award, one-half of the award for 2009 shall vest based on performance and one-half shall vest based on service, the award amount shall be based on the 2008 award formula (substituting 2009 stock value for 2008 stock value), the performance period for the performance-based portion of the award shall be two years (2009 and 2010) and all earned shares and any cash entitlement shall normally vest only if the Executive continues to be employed by the Company until the day on which the Annual Meeting of the Company’s shareholders is held in 2011, provided that vesting at earlier death, disability or change in control shall also be provided on a basis substantially similar to that provided in the 2008 awards to the Executive.  No award shall be made if the Executive is not employed by the Company on the date of grant.

3.4.               Vacation .  The Executive shall be entitled to four (4) weeks of paid vacation for each calendar year of the Term hereof.  Upon termination of employment, Executive shall be paid for all unused vacation granted during the year of termination at the Base Salary rate then existing as soon as practicable after the effective date of termination in accordance with the Company’s usual payroll practices (not less frequently than monthly).  The Executive shall not be paid for any unused vacation if terminated by the Company for Cause (as hereinafter defined).  No payment shall be made for unused vacation from any prior years.

3.5.               Participation in Employee Benefit Plans .  The Executive shall be permitted to participate in all group life, hospitalization and disability insurance plans, health programs, pension plans, similar benefit plans or other so-called "fringe benefit programs" of the Company (the " Employee Benefits ") as are now existing or as may hereafter be revised or adopted and offered to senior executives generally to the extent the Executive is eligible under the eligibility provisions of the relevant plan.

4.               Confidentiality, Nonsolicitation and Noncompete .

4.1.               Confidentiality .  The Executive covenants and agrees that all trade secrets, confidential information (including but not limited to confidential information with respect to marketing, product offerings or expansion plans), and financial matters of the Company and its subsidiaries (collectively " Confidential Information ") which are learned by him in the course of his employment by the Company shall be held in a fiduciary capacity and treated as confidential by him and shall not be disclosed, communicated or divulged by him or used by him for the benefit of any person or entity (other than the Company, its subsidiaries or affiliates) unless expressly authorized in writing by the Board, or unless the Confidential Information becomes generally available to the public otherwise than through disclosure by the Executive.

4.2.               Nonsolicitation .  The Executive agrees that (1) during the period he is employed hereunder and for a period of twenty-four (24) months thereafter, he will not, without the prior written consent of the Board, directly or indirectly solicit, entice, persuade, or induce any employee, director, officer, associate, consultant, agent or independent contractor of the Company or its subsidiaries (i) to terminate such person's employment or engagement by the Company or its subsidiaries or (ii) to become employed by any person, firm partnership, corporation, or other such enterprise other than the Company, its subsidiaries or affiliates, and (2) he shall not following the termination of his employment hereunder represent that he is in any way connected with the business of the Company or its subsidiaries (except to the extent agreed to in writing by the Company).

4.3.               Noncompete .  The Executive agrees that during the period he is employed hereunder and for a period of twenty-four (24) months following the date of termination of his employment for any reason except Retirement (as defined in Section 5.9), he will not (except as a representative of the Company or with the prior written consent of the Board), directly or indirectly, engage, participate or make any financial investment, as an employee, director, officer, associate, consultant, agent, independent contractor, lender or investor, in the business of any person, firm, partnership, corporation or other enterprise that is engaged in direct competition with the business of the Company in any geographic area in which the Company is then conducting such business.  Nothing in this Section 4.3 shall be construed to preclude the Executive from making any investments in the securities of any business enterprise whether or not engaged in competition with the Company, to the extent that such securities are actively traded on a national securities exchange or in the over-the-counter market in the United States or on any foreign securities exchange and represent less than one-percent (1%) of any class of securities of such business enterprise.  Executive acknowledges that if his employment with the Company terminates for any reason, he can earn a livelihood without violating the foregoing restrictions and that the time period and scope of the foregoing restrictions are reasonably required for the protection of the Company's valid business interests.

4.4.               Covenant Payments .  In consideration for the covenants contained in this Section 4, which are considered material to the Company, the Company agrees to pay Executive all amounts owed pursuant to this Agreement, and upon Executive's termination by the Company for any reason other than Cause, death, disability or Retirement (as defined below) or Executive’s resignation for Good Reason, to pay Executive an amount (the " Covenant Payments ") equal to the product of two times the sum of (i) the Executive's Base Salary and (ii) the highest Annual Bonus earned in any one of the three years preceding the termination.  Subject to Section 13 hereof, the Covenant Payments shall be paid in twenty-four (24) equal monthly installments with the first installment commencing on the 60 ^th day after the effective date of termination and continuing thereafter on the same day of each following month until all twenty-four (24) monthly installments are paid.  In the event of the Executive's death following such date of termination, any unpaid installments shall be paid to the Executive's estate in a single undiscounted cash lump sum.  Such lump sum shall be paid on the 60 ^th day after the Executive's death.  Notwithstanding anything herein to the contrary, if the Executive is terminated by the Company for Cause or the Executive voluntarily resigns other than for Good Reason or becomes disabled during the Term, the Executive will remain subject to the covenants contained in Section 4 but will not be entitled to the Covenant Payments.

4.5.               Remedies .  The Executive acknowledges and agrees that the Company would be damaged irreparably if any provision of Section 4 was not performed by the Executive in accordance with its terms or was otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach.  Therefore, the Company or its successors or assigns shall be entitled, in addition to any other rights and remedies existing in their favor, including the right to retain the Covenant Payments, to an injunction or injunctions to prevent any breach or threatened breach of any such provisions and to enforce such provisions specifically (without posting a bond or other security).  Executive agrees that Company or its successors or assigns may retain the Covenant Payments as partially liquidated damages for such breach and not as a penalty.  The Company acknowledges and agrees that the Executive would be damaged irreparably if any provision of Section 4 was not performed by the Company in accordance with its terms or was otherwise breached and that money damages would be an inadequate remedy for any such nonperformance or breach.  Therefore, the Executive shall be entitled, in addition to any other rights and remedies existing in his favor, to an injunction or injunctions to prevent any breach or threatened breach of any such provisions and to enforce such provisions specifically (without posting a bond or other security).

5.               Termination and Severance .

5.1.               Notice of Termination .  Subject to the provisions of this Agreement, the Company and the Executive may terminate the Term on thirty (30) days written notice to the other party, which notice shall specify in detail the cause for termination, except that no prior written notice need be given by the Company in the event it terminates the Executive's employment hereunder for Cause (as hereinafter defined and subject to applicable cure provisions).

5.2.               Resignation .  Except as otherwise provided in Section 5.7 or 5.8 herein, the Executive may voluntarily terminate the Term and resign from employment with the Company by written notice to Company specifying the effective date of such resignation.  Upon receipt of such notice, the Company shall have the right to terminate the Term immediately or at such earlier date as the Company may elect by written notice to the Executive and, in such event the termination shall be treated as a voluntary termination without Good Reason by the Executive.  Thereafter, the Company shall have no further obligations or liabilities to the Executive, except for obligations to pay the Executive (1) any unpaid Base Salary and accrued vacation benefits earned through the date of termination; and (2) the Annual Bonus earned for the calendar year immediately preceding the calendar year of termination to the extent not already paid.  Such unpaid Base Salary and accrued vacation benefits and the Annual Bonus shall be paid to the Executive in a lump sum as soon as practicable after the effective date of termination in accordance with the Company’s usual payroll practices (not less frequently than monthly); provided, however, that if payment of any such amounts at such time would result in a prohibited acceleration under Section 409A of the Internal Revenue Code of 1986, as amended (the “ Code ”), then such amount shall be paid at the time the amount would otherwise have been paid under the applicable plan, policy, program or arrangement relating to such amount absent such prohibited acceleration.

5.3.               Death .  In the event of the Executive's death during the Term, the Term and the Executive's employment shall terminate automatically, and Company shall pay to his spouse or designated beneficiary, or if none, to his estate (1) any unpaid Base Salary and accrued vacation benefits earned through the date of death, (2) the Annual Bonus earned for the calendar year immediately preceding the calendar year of death to the extent not already paid, and (3) a pro rata share of the Target Award Opportunity for the calendar year of Executive’s death (calculated on the basis of the number of days elapsed in such year through the date of death).  The Company shall pay to the Executive, his spouse, designated beneficiary or estate, as the case may be, such unpaid Base Salary and accrued vacation benefits and such Annual Bonus in a lump sum as soon as practicable after the effective date of termination of the Executive’s employment on account of his death in accordance with the Company’s usual payroll practices (not less frequently than monthly) and shall also pay the pro-rata share of the Target Award Opportunity in a single lump sum on the 60 ^th day following termination of the Executive's employment on account of his death; provided, however, that if payment of any such amounts at such time would result in a prohibited acceleration under Section 409A of the Code, then such amount shall be paid at the time the amount would otherwise have been paid under the applicable plan, policy, program or arrangement r