TERMINATION AMENDMENT TO THE SECOND AMENDED TRUSTMARK CORPORATION 1997 LONG TERM INCENTIVE PLAN

                                                                    Exhibit 10-e

                              TERMINATION AMENDMENT

                   TO THE SECOND AMENDED TRUSTMARK CORPORATION

                          1997 LONG TERM INCENTIVE PLAN

Section 15 of the Second Amended Trustmark   Corporation 1997 Long Term Incentive

Plan is amended to read as follows:

15.   AMENDMENT AND TERMINATION OF THE PLAN.

Prior to May 10,   2005,   the Board may from time to time   amend the terms of the

Plan and, with respect to any Shares at the time not subject to Awards,   suspend

or terminate   the Plan.   No amendment,   suspension   or   termination