8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

December 7, 2009

Date of Report (Date of earliest event reported)

TRUSTMARK CORPORATION

(Exact name of registrant as specified in its charter)

Mississippi	000-03683	64-0471500
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

248 East Capitol Street, Jackson, Mississippi	39201
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code:	(601) 208-5111

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01.  Other Events.

On December 7, 2009, Trustmark Corporation (the “Company”) completed an underwritten public offering (the “Offering”) of 6,216,216 of its shares of its common stock, without par value (the “Common Stock”), with UBS Securities LLC and J. P. Morgan Securities Inc., as representatives of the several underwriters named in Schedule A attached to the Underwriting Agreement (as defined below).  The Common Stock was issued and sold by the Company to the Underwriters at a public offering price of $18.50 per share, pursuant to an Underwriting Agreement entered into on December 1, 2009 (the “Underwriting Agreement”) by and among the Company and the Underwriters.  The Common Stock sold includes 810,810 shares issued and sold pursuant to the Underwriters’ exercise in full of their over-allotment option under the Underwriting Agreement.  A copy of the Underwriting Agreement was filed by the Company on December 4, 2009 as Exhibit 1.1 to its Current Report on Form 8-K.

The Company estimates that it will receive net proceeds of approximately $109.3 million from the Offering, after deducting underwriting discounts and commissions and expenses.  The Company intends to notify the United States Department of the Treasury (the “Treasury”) of its intent to redeem, in part with the proceeds of the Offering, all 215,000 outstanding shares of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A, (no par) liquidation preference $1,000 per share, (the “Senior Preferred”) which the Company sold to the Treasury on November 21, 2008 under the Treasury’s Troubled Asset Relief Program Capital Purchase Program.  The approval of the Treasury and the Company’s banking regulators is required for the redemption of the Senior Preferred. The Company has consulted with its banking regulators as to its intent to redeem the Senior Preferred, and the Company understands that the Treasury will also consult with these regulators reagrding the Company’s intent to so redeem.  The Company can make no assurances as to when, or if, it will receive such approvals.  If the Company does not redeem the Senior Preferred, it intends to use the net proceeds of the Offering for general corporate purposes.

A copy of the press release announcing the completion of the Offering is attached hereto as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description of Exhibits
99.1		News release dated December 7, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TRUSTMARK CORPORATION

BY:	/s/ Louis E. Greer
	Louis E. Greer
	Treasurer and Principal Financial Officer
DATE:	December 7, 2009

EXHIBIT INDEX

Exhibit Number	Description of Exhibits
99.1		News release dated  December 7, 2009

EX-99.1

   News Release

Trustmark Corporation Announces Closing of Common Stock Offering

JACKSON, Miss. – December 7, 2009 – Trustmark Corporation (NASDAQ: TRMK) today announced the closing of its public offering of 6,216,216 shares of its common stock, including 810,810 shares issued pursuant to the exercise of the underwriters’ over-allotment option, at a price of $18.50 per share. Trustmark received net proceeds of approximately $109.3 million after deducting underwriting discounts, commissions and estimated offering expenses.

Richard G. Hickson, Chairman and CEO, stated, “We are extremely pleased with the reception in the marketplace of this follow-on offering of common stock.  The results of this offering provide Trustmark additional flexibility and enhance our competitive position.”

The offering was made solely by means of a prospectus, and a final prospectus has been filed with the Securities and Exchange Commission.  This press release does not constitute an offer to sell or the solicitation of an offer to buy securities and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offer, solicitation or sale is unlawful.

UBS Securities LLC and J.P. Morgan Securities Inc. acted as the joint-bookrunning managers of the offering and Keefe, Bruyette & Woods, Inc. and Sandler O’Neill + Partners, L.P. acted as co-managers.  A copy of the final prospectus relating to the offering may be obtained from UBS Securities LLC, Attn: Prospectus Department, 299 Park Avenue, New York, New York 10171, or by calling 1-(888) 827-7275, or from J.P. Morgan Securities Inc., Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York 11717, or by calling 1-(866) 803-9204.

About Trustmark

Trustmark Corporation is a financial services company providing banking and financial solutions through over 150 offices and 2,600 associates in Florida, Mississippi, Tennessee and Texas.

Trustmark Contacts:

Investors: 

Louis E. Greer

Treasurer and Principal Financial Officer

601-208-2310

F. Joseph Rein, Jr.

Senior Vice President

601-208-6898

Media: 

Melanie A. Morgan 

Senior Vice President 

601-208-2979