ex10_r.htm


    
      

    

    
      Exhibit
10-r

      


       

      FIRST
AMENDMENT TO

      TRUSTMARK
CORPORATION

      DEFERRED
COMPENSATION PLAN

      (As
Restated Effective December 31, 2007)

      


      This
Amendment to the Trustmark Corporation Deferred Compensation Plan (As Restated
Effective December 31, 2007) (the “Plan”) is adopted by Trustmark Corporation, a
Mississippi corporation (the “Company”), on the date noted below and is
effective January 1, 2008.

      


      
        	
                1.

              	
                Appendix
      A of the Plan is amended to read as
follows:

              


      

      


      APPENDIX
A

      Limited
Transition Relief for Distribution Elections

      Made Available in Accordance
with Notice 2006-79 or Notice 2007-86

       

      The
capitalized terms below shall have the same meaning as provided in
Article 1 of the Plan.

       

      Opportunity
to Make New (or Revise Existing) Distribution Elections.  Notwithstanding
the required deadline for the submission of an initial distribution election
under Articles 4, 5, 6, 7, 8 or 9 of the Plan, the Committee may, to the
extent permitted by Notice 2006-79 and/or Notice 2007-86, provide a limited
period in which Participants may make new distribution elections, or revise
existing distribution elections, with respect to amounts subject to the terms of
the Plan, by submitting an Election Form on or before the deadline established
by the Committee, which in no event shall be later than December 31,
2008.  Any distribution election(s) made by a Participant, and
accepted by the Committee, in accordance with this Appendix A shall not be
treated as a change in either the form or timing of a Participant’s benefit
payment for purposes of Code Section 409A or the Plan.  If any
distribution election submitted by a Participant in 2007 in accordance with this
Appendix A either (a) relates to an amount that would otherwise be
paid to the Participant in 2007 or (b) would cause an amount to be paid to
the Participant in 2007 that would not otherwise be paid in 2007, such election
shall not be effective.  If any distribution election submitted by a
Participant in 2008 in accordance with this Appendix A either
(a) relates to an amount
that would otherwise be paid to the Participant in 2008 or (b) would cause
an amount to be paid to the Participant in 2008 that would not otherwise be paid
in 2008, such election shall not be effective.

       

      IN
WITNESS WHEREOF, the Company has signed this Amendment to the Plan document as
of September 17, 2008.

       

      
        
          	 
      	
                  “Company”

                
	 
      	
                  Trustmark
      Corporation, a Mississippi corporation

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Louis E. Greer

                
	 
      	 
      	
                  Louis
      E. Greer

                
	 
      	 
      	 
      
	 
      	
                  Title:

                	
                  Treasurer & Principal Financial
      Officer