DAVID W. SMITH Assistant Vice President

1000 Peachtree Street, N.E. Atlanta, Georgia 30309-4470 404.498.7228 fax 404.498.7302 david.smith@atl.frb.org

April 6, 2006

Mr. Jonathan Rogers
Senior Vice President
and Chief Investment Officer
Trustmark National Bank
Post Office Box 291
Jackson, Mississippi 39205-0291

Dear Mr. Rogers:

The Federal Reserve Bank of Atlanta (“Reserve Bank”), acting on behalf of the Board of Governors pursuant to delegated authority, has waived the remainder of the 30-day prior notification period for Trustmark National Bank, Jackson, Mississippi (“Trustmark Bank”), to establish a branch in Grand Cayman, Cayman Islands, pursuant to section 25 of the Federal Reserve Act (12 U.S.C. 601) and section 211.3(b)(2) of Regulation K (12 C.F.R. 211.3(b)(2)).

[REDACTED]

In granting this waiver, the Reserve Bank relied on all representations submitted in support of the notification. The Reserve Bank should be promptly informed of any modifications in the branch’s methods of operation, including changes in the manner in which services are supplied by the branch. Unless extended by the Reserve Bank, the authority to establish this branch shall expire one year from the date of this letter.

Very truly yours,

cc:	Betsey Cross Board of Governors of the Federal Reserve System Office of the Comptroller of the Currency – Dallas Office

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