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MISSISSIPPI		6712		64-0471500
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

Proposed

Proposed

Title Of Each

Maximum

Maximum

Amount Of

Class of Securities

Amount To Be

Offering Price Per

Aggregate

Registration

To Be Registered

Registered(1)

Share(2)

Offering Price(3)

Fee(3)

Common Stock

3,400,000

$

—

$

43,415,000

$

4,646

(1)	Maximum number of shares of Trustmark common stock issuable in connection with the Merger.
(2)	Not applicable.
(3)	Pursuant to Rule 457(f), based upon the book value of the Republic Bancshares of Texas, Inc. common stock and preferred stock as of March 31, 2006 to be acquired by Trustmark as a consequence of the merger.

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The information in this proxy statement/ prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/ prospectus is not an offer to sell these securities, and it is not soliciting to buy these securities, in any state where the offer or sale is not permitted.

	C. P. Bryan
	Chairman, President and Chief Executive Officer
	Republic Bancshares of Texas, Inc.

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	(1) approval of the Agreement and Plan of Reorganization dated as of April 13, 2006, as amended on May 16, 2006, between Republic and Trustmark Corporation (“Trustmark”), which provides for the merger of Republic into Trustmark all on and subject to the terms and conditions contained therein; and
	(2) transaction of such other business as may properly come before the special meeting or any adjournments of the special meeting.

	By Order of the Board of Directors,
	C. P. Bryan
	Chairman, President and Chief Executive Officer
	Republic Bancshares of Texas, Inc.

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			Page
SUMMARY				1
	The Parties			1
	Proposed Merger			1
	Holders of Republic Stock Will Receive Shares of Trustmark Common Stock and/or Cash in the Merger			1
	Effect of the Merger on Republic Stock Options			2
	Federal Income Tax Consequences of the Merger			3
	Republic’s Board of Directors Unanimously Recommends Shareholder Approval			3
	Republic’s Board of Directors Received a Fairness Opinion from Keefe, Bruyette & Woods, Inc.			3
	Dissenter’s Rights of Appraisal			3
	Republic Shareholders Will Vote on the Merger Agreement at the Special Shareholders’ Meeting to be Held on [          ], 2006			4
	The Record Date Has Been Set at [          ], 2006			4
	Your Proxy			4
	Vote Required to Approve the Merger Agreement			4
	Some of the Directors and Officers of Republic Have Financial Interests in the Merger That Differ From Your Interests			5
	Regulatory Approvals We Must Obtain for the Merger to Occur			5
	Other Conditions to the Merger			6
	Modifications or Waiver			6
	Termination of the Merger Agreement			6
	Trustmark to Use Purchase Accounting Treatment			7
	There are Differences Between the Rights of Trustmark’s and Republic’s Shareholders			8
	What You Need to Do Now			8
	Comparative Market Prices and Dividends			8
	Selected Historical Financial Data			10
	Comparative Per Share Data			13
A WARNING ABOUT FORWARD-LOOKING INFORMATION				14
RISK FACTORS				15
REPUBLIC SPECIAL SHAREHOLDERS’ MEETING				17
	General			17
	Who Can Vote at the Special Meeting			17
	Quorum; Vote Required			17
	How to Vote in Person			18
	How to Vote by Proxy			18
	How Proxies Work			18
	How to Revoke a Proxy			18
	Solicitation of Proxies; Expenses			19
	Recommendation of the Republic Board of Directors			19
THE MERGER				19
	General			19
	Merger Consideration			19
	Effect of the Merger on Republic Stock Options			20
	Background of and Republic’s Reasons for the Merger			21
	Trustmark’s Reasons for the Merger			24
	Opinion of Republic’s Financial Advisor			24
	Election Forms			33
	Exchange of Republic Stock Certificates			34
	Some of the Directors and Officers of Republic Have Financial Interests in the Merger that Differ from Your Interests			34

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				Page
	Effective Date and Time of the Merger				35
	Conduct of Business Pending Effective Time				35
	No Solicitation				37
	Conditions to Completion of the Merger				37
	Covenants				38
	Representations and Warranties of Republic and Trustmark				40
	Modifications or Waiver				41
	Termination				41
	Material U.S. Federal Income Tax Consequences of the Merger				43
	Regulatory Considerations				47
	Accounting Treatment				48
	Effect on Employee Benefit Plans				48
	Restrictions on Resales by Affiliates				49
DISSENTERS’ RIGHTS OF APPRAISAL					49
	How to Exercise and Perfect Your Right to Dissent				49
	Your Demand for Payment				50
	Trustmark’s Actions Upon Receipt of Your Demand for Payment				50
	Payment of the Fair Value of Your Shares of Republic Stock Upon Agreement				50
	Commencement of Legal Proceedings if a Demand for Payment Remains Unsettled				51
	Rights as a Shareholder				51
	Withdrawal of Demand				51
	U.S. Federal Income Tax Consequences				51
INFORMATION ABOUT REPUBLIC					51
	General				51
	Employees and Employee Relations				52
	Competition				52
	Properties				52
	Legal Proceedings				53
	Security Ownership of Certain Beneficial Owners and Management				53
DESCRIPTION OF TRUSTMARK COMMON STOCK					54
COMPARISON OF THE RIGHTS OF TRUSTMARK’S AND REPUBLIC’S SHAREHOLDERS					54
OTHER BUSINESS					59
LEGAL MATTERS					59
EXPERTS					59
WHERE YOU CAN FIND MORE INFORMATION					59
Appendix A					A-1
		AGREEMENT AND PLAN OF REORGANIZATION AND FIRST AMENDMENT			A-1
Appendix B					B-1
		FAIRNESS OPINION OF KEEFE, BRUYETTE & WOODS, INC.			B-1
Appendix C					C-1
		PROVISIONS OF TEXAS LAW RELATING TO DISSENTERS’ RIGHTS OF APPRAISAL			C-1
Opinion of Brunini, Grantham, Grower, & Hewes, PLLC
Tax Opinion of Brunini, Grantham, Grower, & Hewes, PLLC
Tax Opinion of Bracewell & Giuliani LLP
Consent of KPMG LLP
Consent of Brunini, Grantham, Grower, & Hewes, PLLC
Form of Proxy for Special Meeting of Shareholders of Republic
Forms of Election
Consent of Keefe, Bruyette and Woods, Inc.

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		Value of 100%				Value of 49/51 Cash/				Value of 100%
Assumed Trustmark Share Price		Cash Election				Stock Election				Stock Election
$26.50		$	4,380.89			$	4,030.96			$	3,686.02
27.50			4,380.89				4,100.96				3,825.02
28.50			4,380.89				4,170.96				3,964.02
29.50			4,380.89				4,240.96				4,103.02
30.50			4,380.89				4,310.96				4,242.02
31.50			4,380.89				4,380.96				4,381.02
32.50			4,380.89				4,450.96				4,520.02
33.50			4,380.89				4,520.96				4,659.02
34.50			4,380.89				4,590.96				4,798.02
35.50			4,380.89				4,660.96				4,937.02
36.50			4,380.89				4,730.96				5,076.02

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	•	the continuing accuracy of the parties’ representations and warranties to each other as of the closing date of the merger;
	•	the absence of any material adverse change in the assets, properties, business or financial condition of either party;
	•	the performance or compliance by each party with its respective covenants and conditions required by the merger agreement;
	•	the registration with the Securities and Exchange Commission of the shares of Trustmark common stock to be issued to shareholders of Republic;
	•	the authorization for listing on the Nasdaq NMS of the shares of Trustmark common stock to be issued to shareholders of Republic;
	•	Republic shall have received a satisfactory opinion of Brunini, Grantham, Grower & Hewes, PLLC and Trustmark shall have received a satisfactory opinion of Bracewell & Giuliani LLP; and
	•	Republic shall have received the written opinion of its financial advisor as to the fairness of the merger consideration to Republic’s shareholders from a financial point of view.

	•	the merger has not become effective within 150 days after April 13, 2006, unless the failure to complete the merger by that time is due to a material breach of the merger agreement by the party that seeks to terminate the merger agreement;
	•	any court or other governmental body issues an order, decree or ruling or takes any other action restraining, enjoining or otherwise prohibiting the merger and such order, decree, ruling or other action is final and non-appealable;
	•	any of the transactions contemplated by the merger agreement are disapproved by any regulatory authority or other person whose approval is required to consummate any of such transactions;
	•	the approval of the merger agreement by the shareholders of Republic is not obtained;
	•	any of the conditions to the obligations of Trustmark or the obligations of Republic, respectively, have not been met or waived by the party entitled to such benefit; or
	•	the other party materially breaches its representations and warranties or any covenant or agreement contained in the merger agreement and such breach has not been cured within 15 days after the terminating party gives written notice of such breach to the breaching party.

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	•	Republic accepts a superior acquisition proposal (as defined in the merger agreement); or
	•	the average closing price for the Trustmark common stock for the five consecutive trading days ending on and including the third trading day prior to the date that is ten days prior to the effective date of the merger is less than $25.988 per share and the number obtained by dividing the average closing price of Trustmark common stock by $31.50 shall be less than the number obtained by dividing the average closing price of a Trustmark peer group by the April 12, 2006 closing price of that peer group and subtracting 0.15 from the quotient; provided, however, that Trustmark has the right, but not the obligation, to nullify any exercise by Republic of this termination right by paying, as additional merger consideration to each holder of Republic stock making a share election, additional shares of Trustmark common stock and/or cash in an amount per share of Republic stock equal to the difference between the average closing price of Trustmark common stock and $25.988 per share.

	•	accepts an alternative acquisition proposal; or
	•	withdraws or modifies its recommendation or approval of the merger agreement or recommends to the shareholders of Republic the acceptance or approval of any alternative acquisition proposal.

	•	by Republic because it has accepted a superior acquisition proposal;
	•	by either Trustmark or Republic if the shareholders of Republic do not approve the merger agreement and there exists another acquisition proposal at that time and within 12 months of termination Republic enters into a definitive agreement with respect to any such acquisition proposal; or
	•	by Trustmark if the Republic board of directors resolves to accept an acquisition proposal or withdraws or modifies its recommendation or approval of the merger agreement or recommends to the shareholders of Republic the acceptance or approval of any alternate acquisition proposal.

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Quarter Ended		High				Low				Cash Dividend
March 31, 2006		$	32.00			$	27.01			$	0.21
December 31, 2005			29.83				24.00				0.21
September 30, 2005			30.80				26.63				0.20
June 30, 2005			29.67				26.71				0.20
March 31, 2005			31.15				26.69				0.20
December 31, 2004			32.78				29.12				0.20
September 30, 2004			32.36				27.92				0.19
June 30, 2004			29.99				25.89				0.19
March 31, 2004			30.73				28.27				0.19

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Period		High				Low
Three months ended March 31, 2006		$	13.71			$	13.26
Year ended December 31, 2005			13.26				11.66
Year ended December 31, 2004			11.66				9.90

						Equivalent Pro Forma Value Per
						Share of Republic Common
						Stock and Series A Preferred
		Trustmark Common Stock(1)				Stock(2)
April 12, 2006		$	31.56			$	43.89
[          ], 2006		$	—

(1)	Represents the closing price of Trustmark common stock on the Nasdaq NMS.
(2)	Equivalent pro forma market value per share of Republic common stock and Series A preferred stock represents the market value per share of Trustmark common stock on the applicable date multiplied by the exchange ratio of 1.3908.

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			Quarters Ended
			March 31,								Years Ended December 31,
			2006				2005				2005				2004				2003				2002				2001
Consolidated Statements of Income
	Total interest income		$	110,633			$	95,922			$	415,697			$	364,355			$	359,388			$	405,952			$	476,146
	Total interest expense			42,392				27,513				139,256				88,738				89,558				113,766				209,242
	Net interest income			68,241				68,409				276,441				275,617				269,830				292,186				266,904
	Provision for loan losses			(2,984	)			2,796				19,541				(3,055	)			9,771				14,107				13,200
	Noninterest income			36,690				36,548				143,107				124,028				136,310				116,997				117,662
	Noninterest expense			63,512				61,142				243,276				225,309				214,887				208,968				199,939
	Income before income taxes			44,403				41,019				156,731				177,391				181,482				186,108				171,427
	Income taxes			15,084				14,238				53,780				60,682				62,952				64,968				60,146
Net Income			$	29,319			$	26,781			$	102,951			$	116,709			$	118,530			$	121,140			$	111,281
Per Share Data
	Basic earnings per share		$	0.53			$	0.47			$	1.82			$	2.01			$	2.01			$	1.95			$	1.72
	Diluted earnings per share		$	0.52			$	0.47			$	1.81			$	2.00			$	2.00			$	1.94			$	1.72
	Cash dividends per share		$	0.21			$	0.20			$	0.81			$	0.77			$	0.69			$	0.62			$	0.56

			March 31,								December 31,
			2006				2005				2005				2004				2003				2002				2001
Consolidated Balance Sheets
	Total assets		$	8,237,688			$	8,179,993			$	8,389,750			$	8,052,957			$	7,914,321			$	7,138,706			$	7,180,339
	Securities			1,273,433				1,827,481				1,336,656				1,717,067				2,112,443				1,811,767				1,853,547
	Loans (including loans held for sale)			6,099,054				5,572,808				6,040,375				5,431,277				5,032,612				4,617,366				4,524,366
	Deposits			6,321,032				5,534,728				6,282,814				5,450,093				5,089,459				4,686,296				4,613,365

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				Quarters Ended
				March 31,								Years Ended December 31,
				2006				2005				2005				2004				2003				2002				2001
Income Statement Data:
	Interest income			$	9,761			$	7,715			$	34,456			$	25,355			$	22,800			$	21,258			$	19,832
	Interest expense				3,005				1,848				9,485				5,454				4,944				5,272				7,589
		Net interest income			6,756				5,867				24,971				19,901				17,856				15,986				12,243
	Provision for loan losses				200				495				1,500				1,450				1,730				2,095				1,076
		Net interest income after provision for loan losses			6,556				5,372				23,471				18,451				16,126				13,891				11,167
	Noninterest income				740				736				2,795				3,006				2,644				1,705				1,239
	Noninterest expenses				4,484				4,117				16,441				14,312				12,666				11,014				8,986
		Income before income taxes			2,812				1,991				9,825				7,145				6,104				4,582				3,420
		Provision for income taxes			904				648				3,215				2,332				2,057				1,581				1,175
		Net income		$	1,908			$	1,343			$	6,610			$	4,813			$	4,047			$	3,001			$	2,245
Per Share Data(1):
	Basic earnings per share(2)			$	0.48			$	0.34			$	1.67			$	1.23			$	1.04			$	0.78			$	0.59
	Diluted earnings per share(2)			$	0.45			$	0.32			$	1.57			$	1.18			$	1.00			$	0.75			$	0.58
	Book value per share			$	10.40			$	9.15			$	10.40			$	8.93			$	7.71			$	6.72			$	5.94
	Weighted average shares outstanding (basic)				4,002				3,943				3,966				3,912				3,877				3,855				3,845
	Weighted average shares outstanding (diluted)				4,274				4,186				4,215				4,086				4,046				4,015				3,912
Performance Ratios:
	Return on average assets				1.25	%			0.93	%			1.10	%			0.99	%			0.94	%			0.86	%			0.86	%
	Return on average common equity				18.09	%			15.10	%			17.30	%			14.92	%			14.21	%			12.18	%			10.27	%
	Net interest margin				4.75	%			4.40	%			4.46	%			4.44	%			4.46	%			4.98	%			5.04	%
	Efficiency ratio(4)				59.82	%			62.35	%			59.21	%			62.48	%			63.38	%			62.26	%			66.65	%
Balance Sheet Data(3):
	Total assets			$	653,977			$	589,486			$	634,514			$	573,662			$	435,218			$	384,419			$	312,197
	Investment securities				84,390				97,790				90,851				89,445				83,922				41,704				1,125
	Loans				475,317				425,238				470,770				402,495				315,486				293,555				258,487
	Allowance for loan losses				(5,469	)			(5,137	)			(5,424	)			(4,813	)			(3,783	)			(3,236	)			(2,885	)
	Total deposits				589,214				522,578				572,182				497,760				355,181				349,083				288,141
	Total shareholders’ equity				43,415				36,116				41,601				35,152				30,003				26,005				22,855
Capital Ratio:
	Average equity to average assets				6.17	%			6.91	%			6.35	%			6.64	%			6.59	%			7.07	%			8.27	%
Asset Quality Ratios(3):
	Nonperforming assets(5) to loans and other real estate				0.10	%			0.08	%			0.17	%			0.16	%			0.15	%			0.26	%			0.07	%
	Net charge-offs to average loans				0.13	%			0.17	%			0.20	%			0.12	%			0.40	%			0.63	%			0.01	%
	Allowance for loan losses to total loans				1.15	%			1.21	%			1.15	%			1.20	%			1.20	%			1.10	%			1.12	%
	Allowance for loan losses to nonperforming assets(5)				1123.00	%			1426.94	%			663.08	%			761.55	%			793.08	%			419.17	%			1,559.46	%

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(1)	Adjusted for a two-for-one stock split effective May 24, 2004.
(2)	Basic earnings per share is computed by dividing net income available to common and preferred shareholders by the weighted average number of common and preferred shares outstanding for the period. Diluted earnings per share is computed by dividing net income available to common and preferred shareholders, adjusted for any changes in income that would result from the assumed conversion of all potential dilutive common shares, by the sum of the weighted average number of common and preferred shares outstanding and the effect of all potential dilutive common shares outstanding for the period.
(3)	At period end, except net charge-offs to average loans.
(4)	Calculated by dividing total noninterest expenses by net interest income plus noninterest income, excluding net security gains (losses).
(5)	Nonperforming assets consist of nonaccrual loans, troubled debt restructurings and loans contractually past due 90 days or more, ORE and foreclosed property.

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				As of and
				for the				As of and
				Three Months				for the
				Ended				Year Ended
				March 31, 2006				December 31, 2005
TRUSTMARK CORPORATION:
	Earnings Per Share (Basic):
		Historical		$	0.53			$	1.82
		Pro Forma		$	0.53			$	1.83
	Earnings Per Share (Diluted):
		Historical		$	0.52			$	1.81
		Pro Forma		$	0.53			$	1.82
	Cash Dividends Per Share:
		Historical		$	0.21			$	0.81
		Pro Forma		$	0.21			$	0.81
	Book Value Per Share:
		Historical		$	13.57			$	13.29
		Pro Forma		$	14.60			$	14.34

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				As of and
				for the				As of and
				Three Months				for the
				Ended				Year Ended
				March 31, 2006				December 31, 2005
REPUBLIC BANCSHARES OF TEXAS, INC.:
	Earnings Per Share (Basic):
		Historical		$	0.48			$	1.67
		Equivalent Pro Forma		$	0.74			$	2.55
	Earnings Per Share (Diluted):
		Historical		$	0.45			$	1.57
		Equivalent Pro Forma		$	0.74			$	2.53
	Cash Dividends Per Share:
		Historical			—				—
		Equivalent Pro Forma		$	0.29			$	1.13
	Book Value Per Share:
		Historical		$	10.84			$	10.40
		Equivalent Pro Forma		$	20.31			$	19.94

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	•	approval of the Agreement and Plan of Reorganization dated April 13, 2006, as amended on May 16, 2006, between Trustmark and Republic pursuant to which Republic will merge into Trustmark, all on and subject to the terms and conditions contained therein; and
	•	such other matters as may properly come before the special meeting or any adjournments thereof.

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	•	prior to the special meeting, delivering a written notice of revocation bearing a later date or time than the proxy to Republic at 4200 Westheimer, Suite 101, Houston, Texas 77027, Attention: Corporate Secretary;

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	•	prior to the special meeting, submitting another proxy by mail or by hand delivery that is later dated and that is properly signed, dated and completed; or
	•	oral revocation at the special meeting in person to any of the persons named on the enclosed proxy card.

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	•	the current financial services industry environment, including increased competition, consolidation trends and the effects of the continued rising rate environment;
	•	the additional capital, liquidity and resources needed for Republic’s operations to continue to grow;
	•	the business, financial condition and results of operations for Trustmark and future prospects for Trustmark and its capital stock based on management’s examination of Trustmark’s past performance and current financial condition;
	•	the per share merger consideration, using Republic’s financial information as of December 31, 2005, represents a 5.05 multiple of tangible book value and a 31.8 multiple of twelve months trailing earnings;
	•	deal protection in the form of a “walk away” if Trustmark’s stock price falls below certain levels;
	•	KBW’s review and analysis of comparable transactions and valuations of recent transactions;
	•	the opinion to be provided by KBW that the consideration to be paid by Trustmark is fair to Republic’s shareholders from a financial point of view;
	•	the compatibility of Trustmark’s management team with that of Republic and the general strategic fit of the entities;
	•	the tax free nature of the Trustmark common stock portion of the merger consideration to Republic shareholders for federal income tax purposes;
	•	the non-economic terms of the transaction, including the impact on existing customers and employees;
	•	the enhanced liquidity provided by shares of Trustmark common stock and the historical dividends paid by Trustmark on its common stock;
	•	the ability of Trustmark, as a successful acquirer of financial institutions, to integrate the operations of Republic;
	•	the likelihood that the transaction will be approved by regulatory authorities; and

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	•	the ability of Trustmark to finance the cash portion of the merger consideration.

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	•	the merger agreement, as amended,
	•	annual reports to shareholders and annual reports on Form 10-K of Trustmark,
	•	quarterly reports on Form 10-Q of Trustmark,
	•	annual reports to shareholders and annual reports on Form 10-KSB of Republic,
	•	quarterly reports on Form 10-Q and Form 10-QSB of Republic, and
	•	consolidated financial statements (FR Y-9C) of Republic, as filed with the Federal Reserve.

	•	past and current business operations,
	•	regulatory matters,
	•	financial condition, and
	•	future prospects.

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	•	the merger will be completed substantially in accordance with the terms set forth in the merger agreement;
	•	the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement are true and correct;
	•	each party to the merger agreement and all related documents will perform all of the covenants and agreements required to be performed by such party under such documents;
	•	all conditions to the completion of the merger will be satisfied without any waivers; and
	•	in the course of obtaining the necessary regulatory, contractual or other consents or approvals for the merger, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, will be imposed that will have a material adverse effect on the future results of operations or financial condition of the combined entity or the contemplated benefits of the merger, including the cost savings and related expenses expected to result from the merger.

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AmSouth Bancorporation		United Community Banks, Inc.
First Horizon National Corporation		Prosperity Bancshares, Inc.
Compass Bancshares, Inc.		Sterling Bancshares, Inc.
Synovus Financial Corp.		BancFirst Corporation
Colonial BancGroup, Inc.		Texas Capital Bancshares, Inc.
BOK Financial Corporation		IBERIABANK Corporation
South Financial Group, Inc.		First Financial Bankshares, Inc.
Cullen/Frost Bankers, Inc.		Capital City Bank Group, Inc.
BancorpSouth, Inc.		Simmons First National Corporation
International Bancshares Corporation		Seacoast Banking Corporation of Florida
Texas Regional Bancshares, Inc.		Renasant Corporation
Alabama National BanCorporation		Bank of the Ozarks, Inc.
Hancock Holding Company		Southwest Bancorp, Inc.

						Peer Group				Peer Group
		Trustmark				Average				Median
Core Return on Average Assets			1.33	%			1.27	%			1.22	%
Core Return on Average Equity			14.65				14.61				14.20
Net Interest Margin			3.94				4.02				4.11
Fee Income/ Revenue			32.4				29.6				28.4
Efficiency Ratio			55.9				58.0				57.7

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						Peer Group				Peer Group
		Trustmark				Average				Median
Equity/ Assets			8.84	%			8.98	%			9.00	%
Tangible Equity/ Tangible Assets			7.00				6.59				6.68
Loans/ Deposits			93.8				83.7				84.5
Securities/ Assets			15.9				22.6				21.5
Loan Loss Reserve/ Loans			1.27				1.25				1.20
Nonperforming Assets/ Loans plus Other Real Estate Owned			0.55				0.44				0.34
Net Charge-Offs/ Average Loans			0.15				0.26				0.20

						Peer Group				Peer Group
		Trustmark				Average				Median
Stock Price/ Book Value per Share			2.37	x			2.31	x			2.30	x
Stock Price/ Tangible Book Value per Share			3.05	x			3.24	x			3.14	x
Stock Price/ 2006 Estimated GAAP EPS			15.3	x			15.7	x			15.7	x
Stock Price/ 2007 Estimated GAAP EPS			14.1	x			14.1	x			13.7	x
Dividend Yield			2.7	%			2.2	%			2.1	%
2006 Dividend Payout Ratio			40.8	%			32.7	%			35.6	%

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Survivor		Acquired Entity
Texas United Bancshares Inc.		Northwest Bancshares, Inc.
Cullen/Frost Bankers, Inc.		Alamo Corporation of Texas
Prosperity Bancshares, Inc.		SNB Bancshares, Inc.
Compass Bancshares, Inc.		TexasBanc Holding Company
Cullen/Frost Bankers, Inc.		Texas Community Bancshares, Inc.
Sterling Bancshares, Inc.		Prestonwood Bancshares, Inc.
Zions Bancorporation		Amegy Bancorporation, Inc.
State National Bancshares, Inc.		Heritage Financial Corporation
Texas United Bancshares, Inc.		Gateway Holding Company, Inc.
Cullen/Frost Bankers, Inc.		Horizon Capital Bank
Wells Fargo & Company		First Community Capital Corp.
Southwest Bancorp. of Texas		Klein Bancshares, Incorporated
State National Bancshares, Inc.		Mercantile Bank Texas
Southwest Bancorp. of Texas		Reunion Bancshares, Inc.
Adam Corporation Group		Beltline Bancshares Inc.
Prosperity Bancshares, Inc.		MainBancorp, Incorporated
Inwood Bancshares, Inc.		WB&T Bancshares, Inc.

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Survivor		Acquired Entity
Texas United Bancshares Inc.		Northwest Bancshares, Inc.
Cullen/Frost Bankers, Inc.		Alamo Corporation of Texas
Prosperity Bancshares, Inc.		SNB Bancshares, Inc.
Compass Bancshares, Inc.		TexasBanc Holding Company
Cullen/Frost Bankers, Inc.		Texas Community Bancshares, Inc.
Sterling Bancshares, Inc.		Prestonwood Bancshares, Inc.
Zions Bancorporation		Amegy Bancorporation, Inc.
State National Bancshares, Inc.		Heritage Financial Corporation
Texas United Bancshares, Inc.		Gateway Holding Company, Inc.
Cullen/Frost Bankers, Inc.		Horizon Capital Bank
Wells Fargo & Company		First Community Capital Corp.
Southwest Bancorp. of Texas		Klein Bancshares, Incorporated
State National Bancshares, Inc.		Mercantile Bank Texas
Southwest Bancorp. of Texas		Reunion Bancshares, Inc.
Adam Corporation Group		Beltline Bancshares Inc.
Prosperity Bancshares, Inc.		MainBancorp, Incorporated
Inwood Bancshares, Inc.		WB&T Bancshares, Inc.
North American Bancshares, Inc.		State Bank & Trust of Seguin, Texas
Franklin Bank Corp.		First National Bank of Athens
First Financial Bankshares, Inc.		Clyde Financial Corporation
Banco Bilbao Vizcaya Argentaria, S.A.		Laredo National Bancshares, Inc.
Texas United Bancshares, Inc.		GNB Bancshares, Inc.
Southwest Bancorp. of Texas		Maxim Financial Holdings, Inc.

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Survivor		Acquired Entity
Mercantile Bankshares Corporation		James Monroe Bancorp, Inc.
Cathay General Bancorp, Inc.		Great Eastern Bank
Placer Sierra Bancshares		Southwest Community Bancorp
Midwest Banc Holdings, Inc.		Royal American Corporation
BB&T Corporation		First Citizens Bancorporation
Western Alliance Bancorporation		Intermountain First Bancorp
Cascade Bancorp		F & M Holding Company
Marshall & Ilsley Corporation		Trustcorp Financial Incorporated
First Community Bancorp		Foothill Independent Bancorp
Wintrust Financial Corporation		Hinsbrook Bancshares, Incorporated
Prosperity Bancshares, Inc.		SNB Bancshares, Inc.
Susquehanna Bancshares, Inc.		Minotola National Bank
Pinnacle Financial Partners, Inc.		Cavalry Bancorp, Inc.
FNB Corp.		Integrity Financial Corporation
First Community Bancorp		Cedars Bank
Synovus Financial Corp.		Riverside Bancshares, Inc.
Whitney Holding Corporation		First National Bancshares, Inc.
Commerce Bancorp, Inc.		Palm Beach County Bank
East West Bancorp, Inc.		United National Bank
Capital Bank Corporation		1st State Bancorp, Inc.
FLAG Financial Corporation		First Capital Bancorp, Inc.
Cullen/Frost Bankers, Inc.		Horizon Capital Bank
Associated Banc-Corp		State Financial Services Corporation
First Citizens Bancorporation, Inc.		Summit Financial Corporation
Mercantile Bankshares Corporation		Community Bank of Northern Virginia
Willow Grove Bancorp, Inc.		Chester Valley Bancorp Inc.

	•	the earnings per share of the acquired company for the latest twelve months of results publicly available prior to the time the transaction was announced;
	•	estimated earnings per share of the acquired company for the year in which the transaction was announced;
	•	book value per share of the acquired company based on the latest publicly available financial statements of the company available prior to the announcement of the acquisition; and
	•	tangible book value per share of the acquired company based on the latest publicly available financial statements of the company available prior to the announcement of the acquisition.

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		Trustmark/				Comparable				Comparable
		Republic				Transaction				Transaction
		Transaction*				Average				Median
Deal Price/ Trailing 12 Months Earnings per Share			31.8	x			25.7	x			24.7	x
Deal Price/ Estimated Earnings per Share			23.2	x			21.1	x			21.7	x
Deal Price/ Book Value per Share			5.05	x			3.01	x			3.15	x
Deal Price/ Tangible Book Value per Share			5.05	x			3.25	x			3.17	x
Core Deposit Premium			39.9	%			23.2	%			22.3	%

Trustmark/

Comparable

Comparable

Republic

Transaction

Transaction

Transaction*

Average

Median

Deal Price/ Trailing 12 Months Earnings per Share

31.8

x

27.0

x

25.2x

Deal Price/ Estimated Earnings per Share

23.2

x

21.1

x

21.7x

Deal Price/ Book Value per Share

5.05

x

2.80

x

2.84x

Deal Price/ Tangible Book Value per Share

5.05

x

2.99

x

2.95x

Core Deposit Premium

39.9

%

22.1

%

21.1

%

Trustmark/

Comparable

Comparable

Republic

Transaction

Transaction

Transaction*

Average

Median

Deal Price/ Trailing 12 Months Earnings per Share

31.8

x

25.8

x

24.5x

Deal Price/ Estimated Earnings per Share

23.2

x

22.2

x

23.4x

Deal Price/ Book Value per Share

5.05

x

3.01

x

3.04x

Deal Price/ Tangible Book Value per Share

5.05

x

3.13

x

3.14x

Core Deposit Premium

39.9

%

31.3

%

28.3

%

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	•	conduct its affairs (including, without limitation, the making of or agreeing to make any loans or other extensions of credit) only in the ordinary course of business consistent with past practices and prudent banking principles;
	•	use its best efforts to preserve intact its present business organizations, keep available the services of its present officers, directors, key employees and agents, and preserve its relationships and goodwill with customers and advantageous business relationships; and
	•	except as required by law or regulation, take no action which would adversely affect or delay the ability of Republic or Trustmark to obtain any required regulatory or other approvals.

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	•	make or agree to make or renew any loans or other extensions of credit to any borrower in excess of $1,000,000 (except pursuant to commitments made prior to the date of the merger agreement, loans fully secured by a certificate of deposit at Republic, or renewals, extensions and consolidations of any loans other than those previously disclosed);
	•	issue or sell or obligate itself to issue or sell any shares of its capital stock (other than issuances for shares accrued or withheld as of the date of the merger agreement of the Republic Employee Stock Purchase Plan) or any warrants, rights, options or warrants to acquire, or any securities convertible into, any shares of its capital stock, or declare or pay any dividend in respect of its capital stock;
	•	open or close any branch office, or acquire or sell or agree to acquire or sell any branch office or any deposit liabilities, and shall otherwise consult with and seek the advice of Trustmark with respect to basic policies relating to branching, site location and relocation;
	•	enter into, amend or terminate certain agreements specified in the merger agreement or any other material agreement, or acquire or dispose of any material amount of assets or liabilities, except in the ordinary course of business consistent with prudent banking practices;
	•	grant any severance or termination pay (other than pursuant to Republic’s policies in effect as of the date of the merger agreement) to, or enter into any employment, consulting, noncompetition, retirement, parachute, severance or indemnification agreement with, any officer, director, employee or agent of Republic, either individually or as part of a class of similarly situated persons (other than as required or contemplated by the merger agreement);
	•	declare, pay or set aside for payment any dividend or other distribution (whether in cash, stock or property) in respect of or, directly or indirectly, purchase, redeem or otherwise acquire any shares of Republic common stock or preferred stock;
	•	make or acquiesce to any change in accounting methods, principles and practices, except as may be required by GAAP or any governmental authority;
	•	sell, transfer, convey or otherwise dispose of any real property (including “other real estate owned”) or interest therein;
	•	foreclose upon or otherwise acquire any commercial real property prior to receipt and approval by Trustmark of a Phase I environmental review thereof;
	•	increase or decrease the rate of interest paid on deposit accounts, except in a manner and pursuant to policies consistent with Republic’s past practices;
	•	establish any new subsidiary;
	•	voluntarily make any material change in the interest rate risk profile of Republic from that as of December 31, 2005;
	•	materially deviate from policies and procedures existing as of the date of the merger agreement with respect to (1) classification of assets, (2) the allowance for loan losses and (3) accrual of interest on assets, except as otherwise required by the provisions of the merger agreement;
	•	amend or change any provision of Republic’s articles of incorporation or bylaws;
	•	make any capital expenditure which would exceed an aggregate of $50,000;
	•	excluding deposits, certificates of deposit, FHLB advances and borrowings consistent with past practices, undertake any additional borrowings in excess of ninety days; or
	•	modify any outstanding loan or acquire any loan participation, unless such modification is made in the ordinary course of business, consistent with past practice.

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	•	solicit, initiate or encourage the making of any acquisition proposal; or
	•	enter into any negotiations concerning, furnish any nonpublic information relating to Republic in connection with, or agree to any acquisition proposal.

	•	the representations and warranties made by Republic in the merger agreement must have been true in all material respects when made and shall be true in all material respects as of the closing date;
	•	Republic shall have performed or complied with all covenants and conditions required by the merger agreement to be conformed and complied with by it;
	•	there shall have been no change from the date of the merger agreement in the assets, properties, business or financial condition of Republic which had or may have a “material adverse effect;”
	•	Trustmark shall have received an acceptable legal opinion of Bracewell & Giuliani LLP, counsel to Republic;
	•	C.P. Bryan, Trustmark and Trustmark Bank shall have entered into an employment agreement in the form specified in and attached to the merger agreement; and
	•	Trustmark shall have received the legal opinion of its counsel, Brunini, Grantham, Grower & Hewes, PLLC to the effect that the merger will qualify as a reorganization under Section 368(a) of the Internal Revenue Code.

	•	the representations and warranties made by Trustmark in the merger agreement must have been true in all material respects when made and shall be true in all material respects as of the closing date;
	•	Trustmark shall have performed and complied with all covenants and conditions required by the merger agreement to be conformed or complied with by it;
	•	there shall have been no change from the date of the merger agreement in the assets, properties, business or financial condition of Trustmark which had or may have a “material adverse effect;”

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	•	Republic shall have received an acceptable legal opinion of Brunini, Grantham, Grower & Hewes, PLLC, counsel to Trustmark;
	•	Republic’s financial advisor shall not have withdrawn or materially modified its opinion that the merger consideration is fair to the Republic shareholders from a financial point of view; and
	•	Republic shall have received the legal opinion of Bracewell & Giuliani LLP to the effect that the merger will qualify as a reorganization under Section 368(a) of the Internal Revenue Code.

	•	Trustmark shall have received the final approval of the merger from all necessary governmental agencies and authorities, which approval shall not impose any restrictions on its operations which are unacceptable to it;
	•	approval of the merger agreement by holders of at least two-thirds of the outstanding shares of Republic common stock and by holders of at least two-thirds of the Republic preferred stock, voting as separate classes;
	•	the registration statement of which this proxy statement/ prospectus forms a part covering the Trustmark shares to be issued in the merger shall have become effective and no stop order suspending such effectiveness shall be in effect and no claim, action, suit proceeding or investigation by the Securities and Exchange Commission to suspend the effectiveness of the registration statement shall have been initiated or continuing or have been threatened and be unresolved; and
	•	the shares of Trustmark common stock to be delivered to the shareholders of Republic shall have been authorized for listing on the Nasdaq NMS.

	•	Republic agreed, to the extent permitted by law, to provide Trustmark all information concerning Republic required for inclusion in this proxy statement/ prospectus, or any other application, filing, statement or document to be made or filed in connection with the merger and the other transactions contemplated by the merger agreement;
	•	Republic agreed to give Trustmark access to all of its properties, books and records and to provide additional financial and operating data and other information about its business and properties;
	•	Republic agreed to execute and deliver such instruments and take such actions as Trustmark may reasonably require to cause the amendment or termination of any of Republic’s employee benefit plans;
	•	Republic agreed to undertake all approvals, filings, and other steps necessary to cause the merger of Republic’s subsidiary, RBT Holdings, Inc., into Republic;
	•	Republic agreed to cause Republic National Bank to cooperate with Trustmark and Trustmark Bank in conjunction with all approvals, filings, and other steps necessary to cause the consummation of the merger of Republic National Bank into Trustmark Bank;

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	•	Republic agreed take all actions necessary to approve and execute the amendments to the employment agreements of C. P. Bryan and R. John McWhorter in the manner prescribed by the merger agreement and to deliver executed copies of such amendments to Trustmark;
	•	Republic agreed to pay C. P. Bryan and R. John McWhorter the change in control payments as specified in the merger agreement;
	•	Republic agreed to notify the trustee of the subsidiary trust formed to issue trust preferred securities of the execution of the merger agreement; and
	•	Republic agreed to deliver to Trustmark a list of persons who are then “affiliates” of Republic with respect to the merger within the meaning of Rule 144 under the Securities Act and cause each “affiliate” to deliver to Trustmark an affiliate agreement in the prescribed form.

	•	Trustmark agreed to promptly prepare and file with the Securities and Exchange Commission a registration statement relating to the shares of Trustmark common stock to be delivered to the shareholders of Republic pursuant to the merger, and to use its best efforts to cause the registration statement to become effective;
	•	Trustmark agreed to offer employees of Republic who continue their employment after the merger the opportunity to participate as newly hired employees in the employee benefit plans and programs maintained for employees of Trustmark and that Republic employees will be entitled to credit for prior service with Republic for all purposes under the employee benefit plans and programs (other than stock option plans) sponsored by Trustmark to the extent Republic sponsored a similar type of plan immediately prior to the merger, and any eligibility waiting period and pre-existing condition exclusion with respect to such plans shall be waived;
	•	Trustmark agreed to allow Republic to accrue employee bonuses for the year during which the merger occurs in an amount consistent with Republic’s past practices and in the normal course of business. These accrued bonuses shall be payable in accordance with Trustmark’s incentive compensation plan to eligible employees on March 15, 2007, provided such employee is employed by Trustmark on March 1, 2007;
	•	Trustmark agreed to promptly file all necessary regulatory documents, notices and applications;
	•	Trustmark agreed to file all documents required to be filed and use its best efforts to have the shares of Trustmark common stock to be issued in connection with the merger included for quotation on Nasdaq NMS;
	•	Trustmark agreed to file in a timely manner for a period of not less than two years from the date of the merger agreement, all reports with the Securities and Exchange Commission required to be filed by it pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934;
	•	Trustmark agreed, for a period of four years following the completion of the merger, to indemnify and hold harmless each present and former director, officer and employee of Republic against any costs or expenses incurred in connection with any claim, action, suit, proceeding or investigation, whether civil or criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the merger to the fullest extent to which such parties were entitled under Republic’s articles of incorporation, bylaws and applicable laws;
	•	Trustmark agreed that it will use its commercially reasonable efforts to maintain its existing policy of directors and officers liability insurance (or comparable coverage) for a period of at least four years after completion of the merger, which policy shall be amended to include each director and officer of Republic currently covered under comparable policies held by Republic;

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	•	Trustmark agreed to increase by one the number of positions on the Trustmark Bank board of directors and cause C. P. Bryan to be elected or appointed as a director of Trustmark Bank at the effective time of the merger;
	•	Trustmark agreed to prepare and file a registration statement with the Securities and Exchange Commission and use its best efforts to cause the registration statement to become effective; and
	•	Trustmark agreed to enter into a supplemental indenture to the Indenture dated December 19, 2002, pursuant to which Republic issued $8,248,000 in junior subordinated debentures to its subsidiary trust, assuming the obligations and performance of the covenants of Republic under the Indenture.

	•	corporate organization and existence;
	•	authority and power to execute the merger agreement and to complete the transactions contemplated by the merger agreement;
	•	the absence of conflicts between the execution of the merger agreement and completion of the transactions contemplated by the merger agreement and certain other agreements;
	•	capitalization;
	•	the accuracy of their respective financial statements and reports;
	•	pending or threatened litigation and other proceedings;
	•	compliance with applicable laws and regulatory filings;
	•	employee benefit plans;
	•	the payment of taxes and filing of tax returns;
	•	compliance with the Community Reinvestment Act;
	•	the absence of certain changes and events;
	•	insurance coverage; and
	•	brokers or finders fees.

	•	its investments;
	•	its real property and leases;
	•	its personal property;
	•	its compliance with environmental laws;
	•	its loan portfolio and allowance for loan losses;
	•	the existence of certain loan agreements and related matters;
	•	the existence of certain contracts and commitments;
	•	its deferred compensation arrangements;
	•	its accounting controls;

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	•	the absence of derivative contracts;
	•	its deposit accounts;
	•	its intellectual property rights;
	•	its compliance with the Bank Secrecy Act and the USA PATRIOT Act; and
	•	employment relations;
	•	its receipt of a fairness opinion;
	•	the accuracy of information to be supplied for inclusion in state and federal reports and filings;
	•	the vote required to approve the merger agreement and related transactions;
	•	the accuracy of information provided to Trustmark;
	•	its filing of a Form 15 deregistration statement with the Securities and Exchange Commission;
	•	its outstanding trust preferred securities; and
	•	its shareholders list.

	•	its compliance with its Securities and Exchange Commission reporting obligations and the accuracy of such reports; and
	•	its compliance with the provisions of the Sarbanes-Oxley Act.

	•	the merger has not been completed within 150 days of April 13, 2006 and the party exercising its termination right did not fail to perform a material obligation under the merger agreement which has been the cause of or resulted in the failure to complete the merger by that deadline;
	•	any court of competent jurisdiction in the United States or other United States governmental body issues an order, decree or ruling or takes any other action restraining, enjoining or otherwise prohibiting the merger and such order, decree, ruling or other action is final and non-appealable;
	•	any of the transactions contemplated by the merger agreement are disapproved by any regulatory authority or other person whose approval is required to consummate any of such transactions;
	•	the approval of the merger agreement by the shareholders of Republic is not obtained;

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	•	any of the conditions to the obligations of Trustmark or the obligations of Republic, respectively, have not been met or waived by the party entitled to such benefit; or
	•	the other party materially breaches its representations and warranties or any covenant or agreement contained in the merger agreement and such breach has not been cured within the required time limit.

	•	it has received a bona fide acquisition proposal from a third party and the Republic board of directors determines, in good faith and in the exercise of its fiduciary duties after consultation with its legal and financial advisors, that such acquisition proposal is superior to the terms of the merger agreement and the failure to terminate the merger agreement and accept such superior proposal would be inconsistent with the proper exercise of its fiduciary duties; or
	•	the average per share sales price for Trustmark common stock for the five consecutive trading days ending three trading days prior to the tenth day before completion of the merger is less than $25.988 per share and the number obtained by dividing the average closing price of Trustmark common stock by $31.50 shall be less than the number obtained by dividing the average closing price of the Trustmark peer group by the April 12, 2006 closing price of the peer group set forth in the merger agreement and subtracting 0.15 from the quotient; provided, however, that Trustmark has the right, but not the obligation, to nullify any exercise by Republic of this termination right by paying, as additional merger consideration to each holder of Republic stock making a share election, additional shares of Trustmark common stock and/or cash in an amount per share of Republic stock equal to the difference between the average closing price of Trustmark common stock and $25.988 per share. In the event Republic desires to terminate the merger agreement, it must notify Trustmark in writing, of its intent to terminate during a specified period.

	•	accept an alternative acquisition proposal (as defined in the merger agreement); or
	•	withdraw or modify, in any manner that is adverse to Trustmark, its recommendation or approval of the merger agreement or recommends to Republic shareholders acceptance or approval of any alternate acquisition proposal.

	•	by Republic because it has received a bona fide alternative acquisition proposal (as defined in the merger agreement) and the Republic board of directors determines, in good faith and in the exercise of its fiduciary duties after consultation with its legal and financial advisors, that such acquisition proposal is superior to the terms of the merger agreement and the failure to terminate the merger agreement and accept such superior proposal would be inconsistent with the proper exercise of its fiduciary duties;
	•	by either Trustmark or Republic if the shareholders of Republic do not approve the merger agreement, if at the time of any failure by the shareholders of Republic to approve the merger agreement there exists an alternate acquisition proposal with respect to Republic and, within twelve months of the termination of the merger agreement, Republic enters into a definitive agreement with any third party with respect to any alternate acquisition proposal; or

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	•	by Trustmark if Republic’s board of directors resolves to accept an alternative acquisition proposal or withdraws or modifies its recommendation or approval of the merger or recommends to Republic shareholders acceptance or approval of any alternate acquisition proposal.

	•	a person who is not a citizen or resident of the U.S.;
	•	a financial institution or insurance company;
	•	a tax-exempt organization;
	•	a dealer or broker in securities;
	•	a person who holds Republic shares as part of a hedge, appreciated financial position, straddle, conversion or other integrated transaction;
	•	partnership or other entity classified as a partnership for U.S. federal income tax purposes; or
	•	a person liable for the alternative minimum tax.

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	•	A shareholder of Republic who receives only shares of Trustmark common stock in the merger generally will not recognize any gain or loss, except for any gain or loss attributable to cash received in lieu of a fractional share of Trustmark common stock.
	•	A shareholder of Republic who receives only cash in the merger will recognize gain or loss equal to the difference between the amount of cash received and the shareholder’s adjusted tax basis in the shares of Republic stock surrendered in the exchange.
	•	A shareholder of Republic who receives both Trustmark common stock and cash in the merger will not recognize any loss on the exchange, and will recognize gain (if any) equal to the lesser of: (1) the amount of cash received (other than cash received in lieu of a fractional share of Trustmark common stock); or (2) the amount of gain realized (that is, the excess of the sum of the amount of cash received and the fair market value, on the date of the merger, of the shares of Trustmark common stock received over the shareholder’s adjusted tax basis in the shares of Republic stock surrendered in the exchange).
	•	A shareholder of Republic who receives Trustmark common stock will have an adjusted tax basis in the Trustmark common stock received in the merger equal to the adjusted tax basis of the shares of Republic stock surrendered (other than any adjusted tax basis allocable to cash received in lieu of a fractional share of Trustmark common stock), increased by the amount of gain, if any, recognized (other than any gain recognized with respect to cash received in lieu of a fractional share of Trustmark common stock), and decreased by the amount of cash, if any, received (other than cash received in lieu of a fractional share of Trustmark common stock).
	•	The holding period for shares of Trustmark common stock received in exchange for shares of Republic stock in the merger will include the holding period for the shares of Republic stock surrendered in the exchange.

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	•	you must, prior to the Republic special meeting, provide Republic with a written objection to the merger that states that you intend to exercise your right to dissent if the merger agreement is approved and the merger is completed and that provides an address to which Trustmark may send a notice if the merger is completed; and
	•	you must not vote your shares of Republic stock in favor of the merger agreement.

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Real

Size in Square

Deposits at

Estate

Building

Feet

March 31, 2006

Banking Office

Owned

Owned

(Approximate)

Location

(in thousands)

Champions

No

Yes

8,200

6809 FM 1960 West

$

172,265

Cypress Station

No

Yes

5,000

1055 FM 1960 West

84,338

River Oaks

No

No

11,775

4200 Westheimer Road

179,311

Memorial

No

No

8,800

10301-A Katy Freeway

76,438

Northwest Freeway

Yes

Yes

11,400

14604 Northwest Freeway

54,963

Southeast

Yes

Yes

2,100

4130 Fairmont Parkway

21,899

$

589,214

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						Percentage of
		Number of				Common				Number of				Percentage of
		Shares of				Stock				Shares of				Preferred Stock
		Common				Beneficially				Preferred				Beneficially
Name		Stock				Owned(1)				Stock				Owned(2)
C. P. Bryan			340,715	(3)			8.90	%			—				*
R. John McWhorter			35,993	(4)			*				—				*
Gerald W. Bodzy			41,600	(5)			1.13				—				*
Donn C. Fullenweider			28,432				*				—				*
James C. Hassell			81,000	(6)			2.19				—				*
Wayne C. Owen			96,700				2.62				—				*
Executives officers and directors as a group (6 persons)			624,440				16.21	%			—				*

	*	Indicates beneficial ownership which does not exceed 1.0%.

(1)	The percentage beneficially owned was calculated based on 3,690,717 shares of common stock issued and outstanding as of May 31, 2006. The percentage assumes the exercise by the shareholder or group named in each row of all options for the purchase of common stock held by such shareholder or group and exercisable within 60 days.
(2)	The percentage beneficially owned was calculated based on 353,734 shares of preferred stock issued and outstanding as of May 31, 2006.
(3)	Includes 99,000 shares held of record by the C. P. Bryan IRA and 136,000 shares which may be acquired within 60 days pursuant to fully vested stock options.
(4)	Includes 12,300 shares which may be acquired within 60 days pursuant to fully vested stock options.

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(5)	Consists of 41,600 shares held of record by Bodzy Investment Partnership, Ltd., of which Mr. Bodzy is the general partner.
(6)	Includes 16,000 shares held of record by Hassell Construction Company, Inc. and 1,000 shares held of record by James C. Hassell Inter-vivos Trust, both of which are controlled by Mr. Hassell, and 14,000 shares which may be acquired within 60 days pursuant to outstanding stock options.

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		Trustmark		Republic
Special Meetings of Shareholders		Mississippi law provides that a special meeting of the shareholders may be called by (a) the board of directors or the person or persons authorized to do so by the articles of incorporation or bylaws, or (b) unless the articles of incorporation provide otherwise, the holders of at least 10% of all the votes entitled to be cast on any issue proposed to be considered at a proposed special meeting.		Under Texas law, special meetings of the shareholders of a corporation may be called by the president, by the board of directors or by other persons so authorized in the corporation’s articles of incorporation or bylaws, or the holders of not less than 10% of all shares entitled to vote at the meeting, unless a different percentage, not to exceed 50%, is provided for in the articles of incorporation.
Board of Directors		• Minimum size is 5		• Minimum size is 1
		• Maximum size is 26		• No maximum size
		• Current size is 11		• Current size is 5
		• The number of directors is fixed, from time to time, by the Board.		• The number of directors is fixed, from time to time, by the Board.
Election of Directors		Under Mississippi law, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting of shareholders at which a quorum is present, unless otherwise provided in the articles of incorporation. Shareholders of Trustmark have the right to cumulate their votes for directors. Each shareholder is entitled to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates. Each director of Trustmark is elected for a one-year term. This means that the entire board is elected at each annual meeting of the shareholders.		Under Texas law, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present, unless otherwise provided in the articles of incorporation or the bylaws of a corporation. Shareholders of Republic are permitted to cumulate their votes in the election of directors. Each share of Republic common stock has one vote for each nominee for director, which may be cast for as many persons as there are directors to be elected or cumulated to give one candidate as many votes as the number of such directors multiplied by the number of his shares or by distributing such votes on the same principal among any number of such candidates. A shareholder who intends to cumulate his votes must give

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		Trustmark		Republic
				prior written notice to Republic. Each director of Republic is elected for a one-year term. This means that the entire board is elected at each annual meeting of the shareholders.
Removal of Directors and Board Vacancies		Mississippi law provides that the shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that a director may only be removed for cause. A director may be removed by the majority vote of the shareholders at the shareholders meeting expressly called for the purpose of removing the director or directors, unless the number of votes sufficient to elect the director is cast against removal. Any vacancies existing in the board of directors may be filled by (a) the shareholders entitled to vote thereon, (b) the board of directors, or (c) if the directors remaining in office constitute less than a quorum, then the remaining directors may fill the vacancy by the vote of the majority of the directors remaining in office. A director elected to fill a vacancy will hold office for the remainder of the term of his or her predecessor in office.		Texas law provides that at any meeting of shareholders called expressly for that purpose, any director or the entire board of directors may be removed, with or without cause, by a specified portion of votes not less than a majority of shares entitled to vote at an election of directors, unless otherwise provided in a corporation’s articles of incorporation or bylaws. Republic’s bylaws provide that any director or the entire board of directors may be removed with or without cause by the vote of the holders of a majority of the shares then entitled to vote at an election of directors. Any vacancies existing in the members of the board of directors of Republic may be filled by the vote of (a) the holders of a majority of the outstanding shares entitled to vote thereon or (b) a majority of the remaining directors, though less than a quorum. A director elected to fill a vacancy will hold office for the remainder of the term of his or her predecessor in office.
Dividends and Other Distributions		Dividends and other distributions are subject to statutory restrictions under Mississippi law and certain regulatory restrictions.		Dividends and other distributions are subject to statutory restrictions under Texas law and certain regulatory restrictions.
Shareholder Nominations and Shareholder Proposals		Bylaws establish advance notice procedures for the nomination of candidates for election as directors by persons other than existing management.		Republic has no notice procedures for the nomination of candidates or the proposal of business.
Indemnification; Limitation of Director Liability		Section 79-4-8.51 of the Mississippi Code of 1972, as amended, provides that a corporation may indemnify a		Article 7.06 of the Texas Miscellaneous Corporation Laws Act provides that the articles of incorporation may provide that a

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		Trustmark		Republic
		director: (a) if the director acted in good faith and in the best interests of the corporation; or (b) to the extent permitted or required under the corporation’s bylaws. However, a corporation generally may not indemnify a director under Section 79-4-8.51 (a) in connection with a proceeding by or in the right of the corporation; or (b) in connection with any proceeding for which the director was adjudged liable on the basis that the director received a financial benefit to which he was not entitled. Section 79-4-8.52 provides that a corporation shall indemnify a director who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he was a director of the corporation against reasonable expenses incurred by him in connection with the proceeding. Trustmark’s articles of incorporation provide that Trustmark will indemnify its directors and officers against liabilities arising out of his or her status as a director or officer but not if found guilty or liable for negligent or willful misconduct and not as to penalties imposed by any applicable bank regulatory authority.		director of the corporation shall not be liable, or shall be liable only to the extent provided in the articles of incorporation, to the corporation or its shareholders for monetary damages for an act or omission in the director’s capacity as a director, except that the liability of a director cannot be limited to the extent the director is found liable for (a) a breach of the director’s duty of loyalty to the corporation or its shareholder, (b) an act or omission not in good faith that constitutes a breach of duty of the director to the corporation or that involves intentional misconduct or a knowing violation of the law, (c) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director’s office, or (d) an act or omission for which the liability of a director is expressly provided by an applicable statute. Republic’s articles of incorporation provide for indemnification, by action of the board of directors, for any director, officer, employee or agent of Republic and nominees and designees who are not or were not officers, employees, or agents of Republic but who are or were serving at the request of Republic as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another enterprise or employee benefit plan as and to the fullest extent permitted by law.
Vote Required for Certain Shareholder Action		Mississippi law provides that on matters other than the election of directors, the affirmative vote of the holders of a majority of the shares entitled to vote and represented at the shareholders’ meeting shall be the act of the shareholders, unless the vote of a greater number is required by law		Texas law provides that on matters other than the election of directors, the affirmative vote of the holders of a majority of the shares entitled to vote and represented at the shareholders’ meeting shall be the act of the shareholders, unless the vote of a greater number is required by

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		Trustmark		Republic
		or the articles of incorporation. Trustmark’s bylaws provide that the vote of the holders of a majority of the shares of Trustmark stock entitled to vote on a matter and represented at a meeting at which a quorum is present, voting as a single class, shall be sufficient to approve such matter.		law, the articles of incorporation or the bylaws. Under Texas law, a corporation’s articles of incorporation may provide for a different level of approval, not less than a majority. Republic’s articles of incorporation generally provide that the vote of the holders of a majority of the shares of Republic’s stock entitled to vote on a matter and represented at a meeting in which a quorum is present, voting as a single class, will be sufficient to approve such matter, unless the vote of a greater number or separate voting of the classes of stock is otherwise required by law, Republic’s articles of incorporation or bylaws. Holders of preferred stock are entitled to vote only upon a merger, acquisition or other business combination in which Republic is not the surviving entity, a sale of all or substantially all of the assets or any amendment to the articles of incorporation that would affect the preferred stock as required by Texas law.
Anti-Takeover Statutes		Mississippi Control Share Acquisition Act applies to Trustmark.		Texas Business Combination Law applies to Republic.
Amendments to Articles of Incorporation and Bylaws		Mississippi law provides that a corporation’s articles of incorporation may be amended by the board of directors without shareholder approval to change each issued and unissued share of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding and to accomplish certain ministerial tasks. All other amendments to the articles of incorporation must be (a) approved by the board of directors and recommended to the shareholders, and (b) approved by the majority of the votes entitled to be cast on the amendment.		Under Texas law, a corporation’s articles of incorporation may be amended by the affirmative vote of the holders of two-thirds of the outstanding shares entitled to vote on the amendment and the holders of two-thirds of the outstanding shares of each class or series entitled to vote on the amendment, unless a different number, not less than a majority, is specified in the corporation’s articles of incorporation. Republic’s articles of incorporation do not provide for a different number of outstanding shares required to amend the articles of incorporation.
		Under Mississippi law and		Under Texas law, unless a

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		Trustmark		Republic
		Trustmark’s bylaws, Trustmark’s board of directors may amend or repeal the bylaws unless: (a) the articles of incorporation reserve the right exclusively to the shareholders; or (b) the shareholders, in amending or repealing a particular bylaw, expressly provide that the board of directors may not amend or repeal that bylaw. Trustmark’s shareholders may also amend or repeal the bylaws.		corporation’s articles of incorporation or a bylaw adopted by the shareholders provides otherwise, a corporation’s shareholders may amend the bylaws. Republic’s bylaws provide that the bylaws may be adopted, amended or repealed by the board of directors and Republic’s shareholders do not have power to adopt, amend or repeal the bylaws.
Shareholders’ Rights of Dissent and Appraisal		Section 79-4-13.02 of the Mississippi Code of 1972, as amended, provides that no dissenters’ rights are available for corporations whose shares are publicly traded.		The TBCA provides for dissenters’ rights in Articles 5.11, 5.12 and 5.13.

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Annual Report on Form 10-K		For the fiscal year ended December 31, 2005
Quarterly Report on Form 10-Q		For the quarter ended March 31, 2006
Proxy Statement on Schedule 14A		Filed on April 7, 2006
Current Reports on Form 8-K		Filed on May 18, 2006; May 17, 2006; April 17, 2006; April 14, 2006; April 13, 2006; and January 31, 2006

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						Page
I.		THE MERGERS					A-7
		Section 1.1.		Mergers			A-7
		Section 1.2.		Articles of Incorporation, Bylaws and Facilities of Continuing Corporation			A-8
		Section 1.3.		Effect of Merger			A-8
		Section 1.4.		Liabilities of Continuing Corporation			A-8
		Section 1.5.		Merger Consideration			A-8
		Section 1.6.		Republic Stock Options			A-9
		Section 1.7.		Dissenting Shares			A-9
		Section 1.8.		Election Procedures and Exchange of Shares			A-9
		Section 1.9.		Limitation on Elections			A-9
		Section 1.10.		Form of Election			A-10
		Section 1.11.		Change in Election; Revocation			A-10
		Section 1.12.		Distribution of Trustmark Common Stock and Cash			A-10
		Section 1.13.		Fractional Shares			A-11
		Section 1.14.		Calculations and Adjustments			A-11
		Section 1.15.		Lost or Destroyed Certificates			A-11
		Section 1.16.		Ratification by Shareholders			A-11
		Section 1.17.		Tax Consequences			A-11
II.		REPRESENTATIONS AND WARRANTIES OF REPUBLIC					A-11
		Section 2.1.		Organization			A-12
		Section 2.2.		Capitalization			A-12
		Section 2.3.		Approvals; Authority			A-13
		Section 2.4.		Investments			A-13
		Section 2.5.		Financial Statements			A-13
		Section 2.6.		Loan Portfolio			A-14
		Section 2.7.		Certain Loans and Related Matters			A-14
		Section 2.8.		Real Property Owned or Leased			A-14
		Section 2.9.		Personal Property			A-15
		Section 2.10.		Environmental Laws			A-15
		Section 2.11.		Litigation and Other Proceedings			A-16
		Section 2.12.		Taxes			A-16
		Section 2.13.		Contracts and Commitments			A-17
		Section 2.14.		Insurance			A-17
		Section 2.15.		No Conflict With Other Instruments			A-18
		Section 2.16.		Compliance with Laws and Regulatory Filings			A-18
		Section 2.17.		Absence of Certain Changes			A-18
		Section 2.18.		Employment Relations			A-19
		Section 2.19.		Employee Benefit Plans			A-19
		Section 2.20.		Deferred Compensation Arrangements			A-20
		Section 2.21.		Brokers, Finders and Financial Advisors			A-20
		Section 2.22.		Trust Preferred Securities			A-20
		Section 2.23.		Derivative Contracts			A-20

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		Section 2.24.		Deposits			A-20
		Section 2.25.		Accounting Controls			A-20
		Section 2.26.		Community Reinvestment Act			A-20
		Section 2.27.		Intellectual Property Rights			A-21
		Section 2.28.		Bank Secrecy Act; USA PATRIOT Act			A-21
		Section 2.29.		Fairness Opinion			A-21
		Section 2.30.		Shareholders’ List			A-21
		Section 2.31.		Vote Required			A-21
		Section 2.32.		Full Disclosure			A-21
		Section 2.33.		Disclosure Documents			A-21
		Section 2.34.		SEC Deregistration			A-22
III.		REPRESENTATIONS AND WARRANTIES OF TRUSTMARK					A-22
		Section 3.1.		Organization			A-22
		Section 3.2.		Capitalization			A-22
		Section 3.3.		Approvals; Authority			A-22
		Section 3.4.		No Conflict With Other Instruments			A-23
		Section 3.5.		Financial Statements			A-23
		Section 3.6.		Securities and Exchange Commission Reporting Obligations			A-23
		Section 3.7.		Trustmark Employee Benefit Plans			A-23
		Section 3.8.		Regulatory Approvals			A-24
		Section 3.9.		Taxes			A-24
		Section 3.10.		Insurance			A-24
		Section 3.11.		Laws and Regulatory Filings			A-24
		Section 3.12.		Community Reinvestment Act			A-24
		Section 3.13.		Litigation and Other Proceedings			A-25
		Section 3.14.		Brokers and Finders			A-25
		Section 3.15.		Sarbanes-Oxley Act Compliance			A-25
		Section 3.16.		Absence of Certain Changes			A-25
IV.		COVENANTS OF REPUBLIC					A-25
		Section 4.1.		Shareholder Approval and Best Efforts			A-25
		Section 4.2.		Activities of Republic Pending Closing			A-25
		Section 4.3.		Access to Properties and Records			A-27
		Section 4.4.		Information for Regulatory Applications and SEC Filings			A-27
		Section 4.5.		Standstill Provision			A-27
		Section 4.6.		Affiliate Agreement			A-28
		Section 4.7.		Trust Preferred Issue			A-28
		Section 4.8.		Merger of Republic-Delaware into Republic			A-28
		Section 4.9.		Bank Merger			A-28
		Section 4.10.		Amendments to Employment Agreements			A-28
		Section 4.11.		Employee Benefit Plans			A-28
		Section 4.12.		Change in Control Payments			A-28
V.		COVENANTS OF TRUSTMARK					A-28
		Section 5.1.		Regulatory Filings and Best Efforts			A-28
		Section 5.2.		Registration Statement			A-29

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		Section 5.3.		Employee Benefit Plans			A-29
		Section 5.4.		Regulatory Approvals			A-29
		Section 5.5.		NASDAQ Listing			A-30
		Section 5.6.		Rule 144 Compliance			A-30
		Section 5.7.		Indemnification; Insurance			A-30
		Section 5.8.		Supplemental Indenture			A-30
		Section 5.9		Trustmark National Bank Director			A-30
VI.		MUTUAL COVENANTS OF TRUSTMARK AND REPUBLIC					A-31
		Section 6.1.		Notification; Updated Disclosure Schedules			A-31
		Section 6.2.		Confidentiality			A-31
		Section 6.3.		Publicity			A-31
VII.		CLOSING					A-31
		Section 7.1.		Closing			A-31
		Section 7.2.		Effective Time			A-32
VIII		. TERMINATION					A-32
		Section 8.1.		Termination			A-32
		Section 8.2.		Effect of Termination			A-34
		Section 8.3.		Termination Fee			A-34
IX.		CONDITIONS TO OBLIGATIONS OF TRUSTMARK					A-35
		Section 9.1.		Compliance with Representations and Covenants			A-35
		Section 9.2.		Absence of Material Adverse Effect			A-35
		Section 9.3.		Legal Opinion			A-35
		Section 9.4.		C. P. Bryan Employment Agreement			A-35
		Section 9.5.		Tax Opinion			A-35
X.		CONDITIONS TO OBLIGATIONS OF REPUBLIC					A-36
		Section 10.1.		Compliance with Representations and Covenants			A-36
		Section 10.2.		Absence of Material Adverse Effect			A-36
		Section 10.3.		Legal Opinion			A-36
		Section 10.4.		Opinion of Financial Advisor			A-36
		Section 10.5.		Tax Opinion			A-36
XI.		CONDITIONS TO RESPECTIVE OBLIGATIONS OF TRUSTMARK, AND REPUBLIC					A-36
		Section 11.1.		Government Approvals			A-36
		Section 11.2.		Shareholder Approval			A-37
		Section 11.3.		Registration of Trustmark Common Stock			A-37
		Section 11.4.		Listing of Trustmark Common Stock			A-37
XII.		MISCELLANEOUS					A-37
		Section 12.1.		Definitions			A-37
		Section 12.2.		Non-Survival of Representations and Warranties			A-37
		Section 12.3.		Amendments			A-37
		Section 12.4.		Expenses			A-37
		Section 12.5.		Notices			A-38
		Section 12.6.		Controlling Law			A-38
		Section 12.7.		Headings			A-38

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						Page
		Section 12.8.		Modifications or Waiver			A-38
		Section 12.9.		Severability			A-39
		Section 12.10.		Assignment			A-39
		Section 12.11.		Consolidation of Agreements			A-39
		Section 12.12.		Counterparts			A-39
		Section 12.13.		Binding on Successors			A-39
		Section 12.14.		Gender			A-39
		Section 12.15.		Disclosures			A-39

Exhibit A		Company Merger Agreement
Exhibit B		Bank Merger Agreement
Exhibit C		Affiliate Agreement
Exhibit D		Bryan Amendment to Employment Agreement
Exhibit E		McWhorter Amendment to Employment Agreement
Exhibit F		Bryan Employment Agreement
Exhibit G		Trustmark Peer Group

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	(i)     employment contract or severance arrangement (including without limitation any collective bargaining contract or union agreement or agreement with an independent consultant) which is not terminable by Republic on less than sixty (60) days’ notice without payment of any amount on account of such termination;
	(ii)     bonus, stock option or other employee benefit arrangement, other than any deferred compensation arrangement disclosed in Schedule 2.20 or any profit-sharing, pension or retirement plan or welfare plan disclosed in Schedule 2.19(a);
	(iii)     material lease or license with respect to any property, real or personal, whether as landlord, tenant, licensor or licensee;
	(iv)     contract or commitment for capital expenditures;
	(v)     material contract or commitment made in the ordinary course of business for the purchase of materials or supplies or for the performance of services over a period of more than one hundred twenty (120) days’ from the date of this Agreement;
	(vi)     contract or option to purchase or sell any real or personal property made in the ordinary course of business;
	(vii)     contract, agreement or letter with respect to the management or operations of Republic imposed by any bank regulatory authority having supervisory jurisdiction over Republic;
	(viii)     agreement, contract or indenture related to the borrowing by Republic of money other than those entered into in the ordinary course of business;
	(ix)     guaranty of any obligation for the borrowing of money, excluding endorsements made for collection, repurchase or resale agreements, letters of credit and guaranties made in the ordinary course of business;
	(x)     agreement with or extension of credit to any executive officer or director of Republic or holder of more than ten percent (10%) of the issued and outstanding Republic Common Stock or Republic Series A Stock, or any affiliate of such person, which is not on substantially the same terms (including, without limitation, in the case of lending transactions, interest rates and collateral) as, and following credit underwriting practices that are not less stringent than, those prevailing at the time for comparable transactions with unrelated parties or which involve more than the normal risk of collectibility or other unfavorable features;
	(xi)     contract or commitment to sell all or substantially all of the assets of Republic or its Subsidiaries; or
	(xii)     contracts, other than the foregoing, with annual payments aggregating $25,000 or more not made in the ordinary course of business and not otherwise disclosed in this Agreement, in any schedule attached hereto or in any document delivered or referred to or described in writing by Republic to Trustmark.

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	(i)     make or agree to make or renew any loans or other extensions of credit to any borrower in excess of $1,000,000 (except (A) pursuant to commitments made prior to the date of this Agreement, (B) loans fully secured by a certificate of deposit at Republic, and (C) renewals, extensions and consolidations of any loans other than those loans listed in Schedule 2.7); provided, however, that in the event that Republic desires to make or renew any such loan in excess of $1,000,000, Republic shall so advise Trustmark in writing. Trustmark shall notify Republic in writing within three (3) business days of receipt of such notice whether Trustmark consents to such loan or extension of credit, provided that if Trustmark fails to notify Republic with such time frame, Trustmark shall be deemed to have consented to such loan or extension of credit;
	(ii)     issue or sell or obligate itself to issue or sell any shares of its capital stock (other than issuances for the Republic Employee Stock Purchase Plan purchases but only in such amounts accrued or withheld as of the date of this Agreement) or any warrants, rights or options to acquire, or any securities convertible into, any shares of its capital stock, or declare or pay any dividend in respect of its capital stock;
	(iii)     open or close any branch office, or acquire or sell or agree to acquire or sell, any branch office or any deposit liabilities, and shall otherwise consult with and seek the advice of Trustmark with respect to basic policies relating to branching, site location and relocation;
	(iv)     enter into, amend or terminate any agreement of the type that would be required to be disclosed in Schedule 2.13, or any other material agreement, or acquire or dispose of any material amount of assets or liabilities, except in the ordinary course of business consistent with prudent banking practices;
	(v)     grant any severance or termination pay (other than pursuant to Republic’s policies in effect on the date hereof) to, or enter into any employment, consulting, noncompetition, retirement, parachute, severance or indemnification agreement with, any officer, director, employee or agent of Republic, either individually or as part of a class of similarly situated persons (other than as required or contemplated by this Agreement);
	(vi)     cause or allow any of the things listed in Section 2.17 to occur (except with respect to Section 2.17(g), Republic shall use its best efforts to not cause or allow any of the things listed therein to occur);
	(vii)     sell, transfer, convey or otherwise dispose of any real property (including “other real estate owned”) or interest therein;
	(viii)     foreclose upon or otherwise acquire any commercial real property prior to receipt and approval by Trustmark of a Phase I environmental review thereof;
	(ix)     increase or decrease the rate of interest paid on deposit accounts, except in a manner and pursuant to policies consistent with Republic’s past practices;
	(x)     establish any new Subsidiary;
	(xi)     voluntarily make any material change in the interest rate risk profile of Republic from that as of December 31, 2005;

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	(xii)     materially deviate from policies and procedures existing as of the date of this Agreement with respect to (A) classification of assets, (B) the allowance for loan losses, and (C) accrual of interest on assets, except as otherwise required by the provisions of this Agreement;
	(xiii)     amend or change any provision of Republic’s Articles of Incorporation or Bylaws;
	(xiv)     make any capital expenditure which would exceed an aggregate of $50,000;
	(xv)     excluding deposits, certificates of deposit, FHLB advances and borrowings consistent with past practices, undertake any additional borrowings in excess of ninety (90) days; or
	(xvi)     modify any outstanding loan or acquire any loan participation, unless such modification is made in the ordinary course of business, consistent with past practice.

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	(i)     any court of competent jurisdiction in the United States or other United States (federal or state) governmental body shall have issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the Merger and such order, decree, ruling or other action shall have been final and non-appealable;
	(ii)     any of the transactions contemplated by this Agreement are disapproved by any regulatory authority or other person whose approval is required to consummate any of such transactions; or
	(iii)     the Merger shall not have become effective on or before the one hundred and fiftieth day following the date of this Agreement, or such later date as shall have been approved in writing by the Boards of Directors of Trustmark and Republic; provided, however, that the right to terminate under this Section 8.1(a)(iii) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or has resulted in, the failure of the Merger to become effective on or before such date.

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	(i)     the Average Closing Price of Trustmark Common Stock shall be less than $25.988 per share; and
	(ii)     (A) the number obtained by dividing the Average Closing Price of Trustmark Common Stock by $31.50 shall be less than (B) the number obtained by dividing the Average Closing Price of the Trustmark peer group (the “Peer Group”) by the April 12, 2006 closing price of the Peer Group set forth on Exhibit G hereto and subtracting 0.15 from such quotient, subject to the following provisions of this Section 8.1(g). If Republic elects to exercise its termination right pursuant to the immediately preceding sentence, it shall give prompt written notice of such election to Trustmark. During the three (3) day period (the “Decision Period”) commencing with its actual receipt of such notice, Trustmark may elect to pay, as additional Merger Consideration to each holder of Republic Stock making a Share Election, additional shares of Trustmark Common Stock and/or cash in an amount per share of Republic Stock equal to the difference between the Average Closing Price of Trustmark Common Stock and $25.988 per share (the “Gross Up Amount”). The Gross Up Amount shall be paid (i) in shares of Trustmark Common Stock valued for this purpose at the Average Closing Price of Trustmark Common Stock on the Determination Date, or (ii) cash, as determined in the sole discretion of Trustmark (the “Gross Up Determination”). Notwithstanding any other provisions of this Agreement, Trustmark will have the option to change the percentages of cash and Trustmark Common Stock payable in the Gross Up Determination from those set forth in Section 1.9, provided that in no event may less than forty-five percent (45%) of the Merger Consideration be payable in shares of Trustmark Common Stock (including any shares issued as Gross Up Amount). All payments of Gross Up Amounts, if any, shall be made as payments of additional Merger Consideration as provided in accordance with Sections 1.5, and 1.12 through 1.15.

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	Trustmark Corporation 248 E. Capitol Street, Suite 310 Jackson, Mississippi 39201
	Attention:     Richard G. Hickson
	With a copy to:
	Brunini, Grantham, Grower & Hewes, PLLC 248 E. Capitol Street, Suite 1400 Jackson, Mississippi 39201
	Attention:     Granville Tate, Jr.
	If to Republic:
	Republic Bancshares of Texas, Inc. 4200 Westheimer, Suite 101 Houston, Texas 77027
	Attention:     C. P. Bryan
	With a copy to:
	Bracewell & Giuliani LLP 711 Louisiana Street, Suite 2300 Houston, Texas 77002-2770
	Attention:     William T. Luedke IV

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	TRUSTMARK CORPORATION
	/S/ Richard G. Hickson
	Richard G. Hickson, Chairman And Chief Executive
	Officer

ATTEST:
/S/ T. Harris Collier, III
T. Harris Collier, III, Secretary

	REPUBLIC BANCSHARES OF TEXAS, INC.
	/S/ C. P. Bryan
	C. P. Bryan, Chief Executive Officer

ATTEST:
/S/ R. John McWhorter
R. John McWhorter, Secretary

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	Trustmark and its Subsidiaries will not have any material liabilities with respect to employee benefits, whether vested or unvested as of the Closing Date, for any of their employees other than under the Trustmark Plans, and Trustmark’s defined benefit pension plan assets exceed the accumulated benefit obligation (computed on an actuarial basis) as of December 31, 2005.

As soon as practicable after the execution of this Agreement, Trustmark will prepare and file with the SEC a Registration Statement on Form S-4 under the Securities Act and any other applicable documents, relating to the shares of Trustmark Common Stock to be delivered to the shareholders of Republic pursuant to this Agreement, and will use its best efforts to cause the Registration Statement to become effective.

	to the extent Republic sponsored a similar type of plan in which Republic Employees participated immediately prior to the Closing Date.

	Trustmark will file all necessary regulatory documents, notices and applications as soon as practicable after the execution of this Agreement and will provide Republic with a copy of the non-confidential portions of notices, applications, statements or correspondence submitted to or received from regulatory authorities in connection with the Merger.

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	TRUSTMARK CORPORATION
	/S/ Richard G. Hickson
	Richard G. Hickson, Chairman and Chief Executive Officer

ATTEST:
/S/ T. Harris Collier, III
T. Harris Collier, III, Secretary

	REPUBLIC BANCSHARES OF TEXAS, INC.
	/S/ C. P. Bryan
	C. P. Bryan, Chief Executive Officer

ATTEST:
/S/ R. John McWhorter
R. John McWhorter, Secretary

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i.		Reviewed the Agreement, and any amendments thereto;
ii.		Reviewed Annual Reports to shareholders and Annual Reports on Form 10-K of Trustmark;
iii.		Reviewed Annual Reports to shareholders and Annual Reports on Form 10-KSB of Republic;
iv.		Reviewed Quarterly Reports on Form 10-Q of Trustmark;
v.		Reviewed Quarterly Reports on Form 10-Q and Form 10-QSB of Republic;
vi.		Reviewed Consolidated Financial Statements (FR Y-9C) of Republic as filed with the Federal Reserve;
vii.		Held discussions with senior management of Republic with respect to past and current business operations, regulatory matters, financial condition and future prospects;
viii.		Reviewed certain internal financial data, projections and other information of Republic, including financial projections prepared by management;
ix.		Reviewed the market prices, valuation multiples, publicly reported financial conditions and results of operations for Trustmark and compared them with those of certain publicly traded companies that KBW deemed to be relevant;
x.		Reviewed the publicly reported financial conditions and results of operations for Republic and compared them with those of certain companies that KBW deemed to be relevant;
xi.		Evaluated the potential pro forma impact of the merger on Trustmark;
xii.		Compared the proposed financial terms of the merger with the financial terms of certain other transactions that KBW deemed to be relevant; and
xiii.		Conducted such other financial studies, analyses and investigations and reviewed such other information as we deemed appropriate to enable us to render our opinion.

	Very truly yours,
	/S/ Keefe, Bruyette & Woods, Inc.

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EXHIBIT
NO.				DESCRIPTION
	2			Agreement and Plan of Reorganization and First Amendment		**
	3	.1		Articles of Incorporation of Trustmark Corporation		*
	3	.2		Bylaws of Trustmark Corporation		*
	5	.1		Opinion of Brunini, Grantham, Grower, & Hewes, PLLC
	8	.1		Tax Opinion of Brunini, Grantham, Grower, & Hewes, PLLC
	8	.2		Tax Opinion of Bracewell & Giuliani LLP
	10			Material Contracts		*
	23	.1		Consent of KPMG LLP
	23	.2		Consent of Brunini, Grantham, Grower, & Hewes, PLLC
	23	.3		Consent of Bracewell & Giuliani LLP		Consent included in Opinion found at Exhibit 8.2 and incorporated herein by reference
	99	.1		Form of Proxy for Special Meeting of Shareholders of Republic
	99	.2		Forms of Election
	99	.3		Consent of Keefe, Bruyette and Woods, Inc.

(*)	Included in documents incorporated by reference

(**)	Included as Appendix A to Proxy Statement/ Prospectus

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TRUSTMARK CORPORATION

BY:	/S/ Richard G. Hickson

Signature				Title		Date
/S/ Zach L. Wasson   Zach L. Wasson				Treasurer and Chief Financial Officer (Principal Financial Officer)		June 23, 2006
/S/ Louis E. Greer   Louis E. Greer				Chief Accounting Officer		June 23, 2006
/S/ Richard G. Hickson   Richard G. Hickson				Chairman, President & CEO		June 23, 2006
/S/ J. Kelly Allgood   J. Kelly Allgood				Director		June 23, 2006
/S/ Reuben V. Anderson   Reuben V. Anderson				Director		June 23, 2006
/S/ William C. Deviney, Jr.   William C. Deviney, Jr.				Director		June 23, 2006
/S/ C. Gerald Garnett   C. Gerald Garnett				Director		June 23, 2006
/S/ Matthew L. Holleman, III   Matthew L. Holleman, III				Director		June 23, 2006
/S/ John M. McCullouch   John M. McCullouch				Director		June 23, 2006
/S/ Richard H. Puckett   Richard H. Puckett				Director		June 23, 2006
/S/ R. Michael Summerford   R. Michael Summerford				Director		June 23, 2006
/S/ Kenneth W. Williams   Kenneth W. Williams				Director		June 23, 2006
/S/ William G. Yates   William G. Yates				Director		June 23, 2006

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EXHIBIT
NO.				DESCRIPTION
	2			Agreement and Plan of		**
				Reorganization and First Amendment
	3	.1		Articles of Incorporation of Trustmark Corporation		*
	3	.2		Bylaws of Trustmark Corporation		*
	5	.1		Opinion of Brunini, Grantham, Grower, & Hewes, PLLC
	8	.1		Tax Opinion of Brunini, Grantham, Grower, & Hewes, PLLC
	8	.2		Tax Opinion of Bracewell & Giuliani LLP
	10			Material Contracts		*
	23	.1		Consent of KPMG LLP
	23	.2		Consent of Brunini, Grantham, Grower, & Hewes, PLLC
	23	.3		Consent of Bracewell & Giuliani LLP		Consent included in Opinion found at Exhibit 8.2 and incorporated herein by reference
	99	.1		Form of Proxy for Special Meeting of Shareholders of Republic
	99	.2		Forms of Election
	99	.3		Consent of Keefe, Bruyette and Woods, Inc.

(*)	Included in documents incorporated by reference

(**)	Included as Appendix A to Proxy Statement/ Prospectus

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