TRUSTMARK CORPORATION Capital Purchase Program Agreement Regarding Executive Compensation Limitations

This Agreement is adopted as of November 21, 2008 by Trustmark Corporation, a Mississippi corporation (the " Company "), for itself and all of its subsidiaries treated as a single employer with the Company under Section 31 C.F.R. Section 30.1(b), in connection with the Company’s participation in the Troubled Asset Relief Program Capital Purchase Program (the “ CPP ”) created by the U.S. Department of the Treasury (the “ Treasury Department ”) pursuant to authority granted under the Emergency Economic Stabilization Act of 2008 (the “ EESA ”), pursuant to which program the Company will issue to the Treasury Department shares of the Company’s senior preferred stock and a warrant to purchase shares of common stock of the Company, in accordance with the terms and conditions in a Letter Agreement, including as Exhibit A thereto the Securities Purchase Agreement – Standard Terms, between the Company and Treasury (the “ CPP Transaction ”), and for purposes of complying with the requirements of Section 111(b) of the EESA and the CPP with respect to executive compensation of senior executives of the Company, in accordance with the guidance and regulations issued by the Treasury Department with respect to the CPP (the “ CPP Requirements ”);

NOW, THEREFORE, in consideration of the premises the Company, intending to be legally bound, hereby agrees as follows:

1.   Effectiveness .   This Agreement is contingent upon consummation of, and will become effective on the date (the “ Effective Date ”), the CPP Transaction is consummated.  If the CPP Transaction is not consummated, this Agreement shall have no legal effect.

2.   Term .   This Agreement shall remain in effect for as long as the Treasury Department holds any equity or debt of the Company that was acquired pursuant to the CPP Transaction (the “ Term ”).  This Agreement shall terminate on the first date the Treasury Department no longer holds any equity or debt of the Company that was acquired pursuant to the CPP Transaction.

3.   Application .   This Agreement modifies and supersedes all compensation, benefit or other plans, programs, contracts, arrangements, agreements or understandings with respect to any senior executive officer (an “ SEO ”) for purposes of the CPP Requirements which provide payment(s) and/or benefit(s) which are compensatory in nature for services rendered as an employee of the Company and/or any of its subsidiaries, whether currently existing or adopted or entered into after the date of this Agreement, and whether written or unwritten (collectively, the “ Compensation Plans ”), but only to the extent required by the CPP Requirements.

4.   Clawback .   The Company hereby declares and agrees that every Compensation Plan is amended to require that each and every payment of any bonus or incentive compensation, as defined by the CPP Requirements, under any Compensation Plan made to an SEO during the Term of this Agreement shall be subject to recovery by the Company in the event such payment was based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria as interpreted and applied consistent with the CPP Requirements.

5.   Golden Parachute Limitation .   The Company hereby declares and agrees that every Compensation Plan is amended, notwithstanding any provision or term of any such Compensation Plan to the contrary, so that during the Term of this Agreement no SEO will be entitled to receive any parachute payment in excess of the amount that would be permitted by the CPP Requirements and Section 280G(e) of the Internal Revenue Code of 1986, as amended (“ Section 280G(e) ”), determined as if Section 280G(e) applies to the Company.

6.   Agreement of SEOs .  The Company shall use it best efforts, where necessary or appropriate, to obtain the written consent of its current and prospective SEOs in the form attached hereto (the “ Consent ”).

7.   Amendments .  Subject to any applicable limitations under the CPP, this Agreement may be amended, modified, superseded, canceled, r