Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At a regularly scheduled meeting on January 27, 2009, the Board of Directors of Trustmark Corporation approved the annual cash bonus award for Chairman and CEO, Richard G. Hickson, adopting the recommendation of the Board's Human Resources Committee (the Committee) to exercise discretion in respect to the 2008 fiscal year. Pursuant to the Corporation's management incentive plan, bonuses are awarded if corporate "performance factors" (which measures relative achievement of a series of performance goals) are met, subject to the discretion of the Board as described in the Corporation's 2008 proxy statement under the caption "Compensation Discussion and Analysis - Annual Cash Bonuses." For the 2008 fiscal year, the Corporation's achieved performance was 85% of the corporate profit plan set by the Committee at the beginning of the year. The Board determined, based in part upon the recommendation of the Committee, that in light of the Corporation's results, the CEO's performance merited the payment of a discretionary bonus amount. Accordingly, the Board determined to grant the CEO a cash bonus of $381,453 in respect to the 2008 fiscal year. The amount of the cash bonus paid to the CEO in respect to the 2007 fiscal year was $440,971.

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