This Agreement ("Agreement") is dated as of December 22, 1997, by and between Trustmark Corporation, a
Mississippi corporation (the "Company"), and Gerard R. Host (the "Executive").
The Company desires to provide certain benefits described in this Agreement to the Executive and the Executive
desires to accept such benefits on the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual premises and agreements herein contained, and other good
and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties, intending to
be legally bound, hereby agree as follows:
1. Definition of Terms. As used in this Agreement, the following terms shall have the respective meanings
A. "Base Salary" means the Executive's annual base salary as in effect at any particular time.
B. "Cause" means that the Executive has (i) committed an act of personal dishonesty, embezzlement or fraud; (ii)
has misused alcohol or drugs; (iii) failed to pay any obligation owed to the Company or any affiliate; (iv) breached
a fiduciary duty or deliberately disregarded any rule of the Company or any affiliate; (v) has committed an act of
willful misconduct, or the intentional failure to perform stated duties; (vi) has willfully violated any law, rule or
regulation (other than misdemeanors, traffic violations or similar offenses) or any final cease-and-desist order; (vii)
has disclosed without authorization any Confidential Information of the Company or any affiliate, or has engaged
in any conduct constituting unfair competition, or has induced any customer of the Company or any affiliate to
breach a contract with the Company or any affiliate.
C. "Change in Control" means any one of the following events: (1) the acquisition by any person of ownership of,
holding or power to vote more than 20% of the Company's voting stock, (2) the acquisition by any person of the
ability to control the election of a majority of the Company'