This AGREEMENT is dated as of May 13, 1997 by and between Trustmark Corporation, a Mississippi
corporation (the "Company"), and Richard G. Hickson, (the "Executive").
The Company desires to employ the Executive and the Executive desires to accept such employment 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 is hereby acknowledged, the parties, intending to
be legally bound, hereby agree as follows:
1. Term of Employment. Subject to Section 5 hereof, the term of the Executive's employment under this
Agreement shall commence on the 13th day of May, 1997 (the "Commencement Date"), and shall continue until
terminated as provided in Section 5 (the "Term").
2. Duties of Employment. The Executive hereby agrees for the Term to render his services to the Company as its
President and Chief Executive Officer and such other office or position with the Company as may be reasonably
requested by the Board of Directors of the Company (the "Board"), and in connection therewith, to perform such
duties commensurate with his office as he shall reasonably be directed by the Board to perform. The Executive
shall perform such duties faithfully and diligently at all times. The Executive shall have no other employment while
he is employed by the Company; provided, however, that the Executive may serve on the boards of directors of
companies which do not compete with the Company and in such capacity attend regularly scheduled board
meetings to the extent approved in writing in advance by the Board. When and if requested to do so by the
Board, the Executive shall serve as a director and officer of any subsidiary or affiliate of the Company. The
Company shall notify the Executive if it believes that the Executive has breached any of his obligations under this
Section 2; in such event, the Executive shall have thirty (30) days