LONG TERM INCENTIVE PLAN - STOCK OPTIONS
OCTOBER 1, 2002
TABLE OF CONTENTS
In 1997 the Board of Directors of Trustmark Corporation ("Trustmark") approved the Trustmark Corporation
1997 Long Term Incentive Plan (the "Plan") (See Page
2) to promote the long-term success of Trustmark by providing select key employees of Trustmark and its
affiliates with the opportunity to acquire shares of common stock of Trustmark. In 2000, the Plan was amended
to allow the grant of stock option to members of the Board of Directors of Trustmark. Unless specifically
addressed in the body of this Policy, all definitions are provided in the Plan.
The Plan provides that the Executive Compensation Committee (the "Committee") shall have the discretion to
make awards of options to buy common stock of Trustmark to eligible employees and directors based upon their
position, duties, and responsibilities as well as the value of their services to Trustmark and its affiliates and other
factors deemed relevant by the Committee. These options will either be Incentive Stock Options (ISOs) or Non-
Qualified Stock Options (NQSOs), as defined in Section 2 of the Plan. The exercise price of the stock options
granted shall equal the market value of Trustmark's stock on the date of the grant. Further provisions regarding
the grant of stock options and the exercise price are provided in sections 6 and 7 of the Plan.
SECOND AMENDED TRUSTMARK CORPORATION
1997 LONG TERM INCENTIVE PLAN
1. PURPOSE OF THE PLAN.
The name of this Plan is the Second Amended Trustmark Corporation 1997 Long Term Incentive Plan (the
"Plan"). The purpose of the Plan is to promote the long-term success of Trustmark Corporation (the "Company")
and its subsidiaries by providing select key Employees of the Company and its subsidiaries and Directors of the
Company with the opportunity to acquire shares of the Common Stock of the Company. By encouraging such
stock ownership, the Company seeks to attract,