ex42.htm


    EXHIBIT
4.2


    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR
OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.

     

    THE
SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES
LAWS OF ANY STATE AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF
EXCEPT WHILE A REGISTRATION STATEMENT RELATING THERETO IS IN EFFECT UNDER SUCH
ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER SUCH ACT OR SUCH LAWS.  EACH PURCHASER OF THE
SECURITIES REPRESENTED BY THIS INSTRUMENT IS NOTIFIED THAT THE SELLER MAY BE
RELYING ON THE EXEMPTION FROM SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE
144A THEREUNDER.  ANY TRANSFEREE OF THE SECURITIES REPRESENTED BY THIS
INSTRUMENT BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT IT IS A “QUALIFIED
INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT),
(2) AGREES THAT IT WILL NOT OFFER, SELL OR OTHERWISE TRANSFER THE
SECURITIES REPRESENTED BY THIS INSTRUMENT EXCEPT (A) PURSUANT TO A
REGISTRATION STATEMENT WHICH IS THEN EFFECTIVE UNDER THE SECURITIES ACT,
(B) FOR SO LONG AS THE SECURITIES REPRESENTED BY THIS INSTRUMENT ARE
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS
A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (C) TO THE ISSUER OR (D) PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
(3) AGREES THAT IT WILL GIVE TO EACH PERSON TO WHOM THE SECURITIES
REPRESENTED BY THIS INSTRUMENT ARE TRANSFERRED A NOTICE SUBSTANTIALLY TO THE
EFFECT OF THIS LEGEND.

     

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              Certificate

            	 	Shares
	Number 	 	Preferred
      Stock 
	P- 	 	 
	 	 	Aggregate
      Liquidation
	 	 	Amount: 
	 	 	$


    

     

    


     

    Trustmark
Corporation

    INCORPORATED
UNDER THE LAWS OF THE STATE OF MISSISSIPPI

     

    


     

    This
certifies that the

     

    


     

    is the owner of
________________________ ( _______ ) Shares

     

    of
the  Fixed Rate Cumulative
Perpetual Preferred Stock, Series A,

    no par value (liquidation amount $1,000
per share) of

     

    Trustmark
Corporation

    


    transferable
only on the books of the Corporation in person or by Attorney on surrender of
this Certificate properly endorsed.  The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
shares of Preferred Stock represented hereby shall in all respects be subject to
the provisions of the Articles of Incorporation of Trustmark Corporation, as
amended and as the same may be amended from time to time (the “Articles”),
including the designation of the terms of the Preferred Stock contained in the
Certificate of Designations filed with the Articles of Amendment dated November
20, 2008.  Upon receipt of this Certificate, the Holder is bound by
the Articles and is entitled to the benefits thereunder.

     

    Witness the seal of the Corporation and
the signatures of its duly authorized officers.

     

    


     

    Dated:                      

     

    
 

    
    

     

    
      
      

       

      
      

       

      
        	 	 	 
	
                 Secretary

              	 	
                 Treasurer

              


      

       

       
       


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    The
following abbreviations, when used in the inscription on the face of this
Certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

    


    
      	
              TEN
      COM  — as tenants in common

              TEN
      ENT    — as tenants by the entireties

            	
              UNIF
      GIFT MIN ACT —_______________Custodian_________________

                     (Cust)                                         (Minor)

            
	
              JT
      TEN       — as joint tenants with right
      of

                       
      survivorship and not as

                       
      tenants in common

            	
              under Uniform Gifts to
      Minors

              Act_____________________                                           

              (State)

            
	 
      	 
      


    

    Additional abbreviations may also be
used though not in the above list.

    


    FOR VALUE
RECEIVED, ________________________________hereby sell, assign and transfer
unto

    


             PLEASE
INSERT SOCIAL SECURITY OR OTHER

    IDENTIFYING NUMBER OF
ASSIGNEE

    
       

    

    
      	
               

               

               

            


    

     

    

      
        

      

    

    (PLEASE
PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF
ASSIGNEE)

     

     

    
      

    

     

     

    
      

    

     

     

    
      	 	 shares
      


    

    of the
capital stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint

     

     

    
      	 	 Attorney


    

    to
transfer the said stock on the books of the within named Corporation with full power of substitution in the
premises.

    


    


    Dated:  ___________________________                    

     

     

     

    
    

     

    
      	
              X

            	
               

            
	
               X

            	 
	 	 
	
              NOTICE:

            	
              THE
      SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS
      WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT
      ALTERATION OR ENLARGEMENT OR ANY CHANGE
  WHATEVER.

            


    

     

    
 

    Signature(s)
Guaranteed

    


    


    By______________________________________________________________

     

     

    
      	
              THE
      SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
      (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
      MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
      TO S.E.C. RULE 17Ad-15.