Good morning ladies and gentlemen and welcome to Trustmark Corporation's third quarter earnings conference call. (Operator instructions). At this time, for opening remarks and introductions, I would like to turn the conference over to Mr. Joe Rein, Director of Investor Relations. Please go ahead, sir.

Good morning and thank you. I would like to remind everyone that a copy of our third quarter earnings release and supporting financial information is available on the Investor Relations section of our web site at trustmark.com by clicking on the news releases tab. During the course of our call this morning, management may make forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We would like to caution you that these forward-looking statements may differ materially from actual results due to a number of risks and uncertainties which are outlined in our earnings release and our other filings with the Securities and Exchange Commission. At this time, I would like to turn the call over to our Chairman and CEO, Richard Hickson.

Thank you, Joey. Good morning. Thank you for joining us this morning. I have with me Jerry Host, our Chief Operating Officer, Louis Greer, our Chief Financial Officer; as well as others who will answer any questions you have after my comments. This quarter, Trustmark earned $23 million and $0.41 a share. Clearly portraying a core earnings ability of the company, there were no significant unusual assets in the quarter. I think as I go through my comments, you will be able to have full transparency into the quarter. We're very pleased with performance ratios of a little over 15% return on tangible equity and low booked 1% on our ROA. The results of the quarter reflect our enhanced capital strength and expanded net interest margin in a very difficult environment, a lower provision or loan losses as opposed to the second quarter and more in line with the first quarter that we referred to at the end of last quarter and continued disciplined expense management. Earnings during the quarter reflect the core operating strength of the company and we'll give you more of a sense of our run rate at this time. We are pursuing the U.S. Treasury Capital Purchase Program. We think this program provides an outstanding opportunity for strong healthy banks like Trustmark to support the recovery of the U.S. economy. This cost effective capital will support Trustmark's growth and expansion opportunities. Bottom line, we had a profitable quarter, we're well capitalized, very strong liquidity, financial flexibility to succeed in what appears to be an ever challenging environment. I'd like to speak first about trade quality. You may best be able to follow this from page three of the stat sheet. Non-accrual loans increased $10 million in the quarter primarily due to a single energy credit that…

Thank you, sir. The Question and Answer session will be conducted electronically. (Operator instructions.) Well go first to John Pancari with J.P. Morgan.

Good morning.

Morning, John.

Can you talk a little bit more about the SNC Credit, just wanted to see how much was a reserve you took against it. And then separately if you can give us any more detail about the size of your Shared National Credit Book? Thanks

We check the market where it was trading, John, and we're written down to what we had and offered to buy the credit for. That would be somewhere between 15 and 20% reserving against it.

Okay, and then—

But there's really not much of a market in term facility B. We did get a couple of quotes. We could probably have worked the market more diligently but this fit in with our substandard pool as a percentage and so we just put it in the pool but we validated it. On our Shared National Credit Book is not a significant thing for us. I'm going to ask Louis Greer to think out loud on this. To my knowledge, we don't have anything that's—

Well, typically our Shared National Credits have been limited to those companies that have a presence in our footprint. Typically—

You got a broad number?

No, I don't in front of me.

Well, let's get something out there.

About $250 million.

Not more then $250 million, John. And if we had one it would might be some of the gaming companies that we'd be in their revolver, be a couple of credits that we might agent and a few other Mississippi company like Public Chicken Process or something like that. We don't see it as an issue for us at this time.

We are not active participants in the syndication market.

And of that $250 million, how much of that are you lead agent on?

We're agent on one $120 million dollar credit. Is that about what it is, $120?

That's about a right.

Yeah, and there are three or four other Mississippi credits that we don't agent because our whole level would be $25 million and it might be B of A or Wells or somebody that we bring in to agent the credit.

Okay and then on SNC Group one other thing, we saw quite a few other banks that had exposure, move that credit on to non-performer last quarter. I just wanted to see what that was not moved on to a non-performer last quarter at Trustmark.

It was, John. It was put on non-performing very early last quarter.

I meant in second quarter we saw the moves to your banks.

I think it depends on where you were at end of credit. We're not in the revolver and we waited—number one it wasn't material to us. Number two we wanted to find out what the collateral positions were and what was actually going on with the credit and it was all non-accrual here probably in the middle of the first month of last quarter or early. We discussed it very thoroughly with the regulators and we wanted to see what the status was. Had we been in the non-secured revolver, I think that—remember now, this facility we're in—I believe $110 million out of—and let me answer your question another way. You've got a bank here with $7 billion of loans and only $3 million past due 90 days that's not on non-accrual. So there's been no foot dragging here.

Okay, alright. Then, lastly, can you just discuss the trends in your total criticized and classified credits? I know you gave us the Florida piece, can you give us an indication of what happened in your total criticized and classified for all the regions?

It didn't change much but let me see if I can round that up. One second. Somewhere in here I'll have it by region. I don't have it broken out by region here with me. Total criticized and classified loans is in the 300 level. Looks like 325, which didn't change significantly for the quarter. Actually changed $30 or so million, John.

Up 30 or so million?

Yeah. And I don't have that but I just happen to have my monthly briefing book where I was looking back and not a lot of new things coming into it and when you looked at the size of the bank. Does that answer your question?

Yes, that's helpful. Okay, one more question and I'll hop off here. On your reserve coverage, being that the coverage ratio is right around 86%, still somewhat thin, if you could just talk about your comfort with the—in that context. And the reason why I'm focusing on that ratio is that a lot of your credit pressure has been coming out of Florida and it's been proven here that loss content of these Florida non-performers has been much higher than and much higher than quite a few of our management teams that peer banks have expected. So if you could just talk about your comfort with the coverage ratio at the 86% level?

I really appreciate you asking that question. If you take a look at—got to get the papers back here—if I look at Florida and the impaired loan level of $40 million and the total non-accrual number in Florida, I believe the number was 70. The 40 is inside the 70. The $40 million of impaired loans have been written down by 42%, written off by 42%. John Pancari - J.P. Morgan Chase & Co.: Okay. Alright, thank you.

They did a very, very significant appraisal of a great deal of this portfolio in the second quarter. In the categories that we took those losses in our appraisals holistically validate that loss level. You have to remember appraisals by sit code of loans. We don't have any significant size that aren't already classified and reserved and we reserve against these loans holistically in our pool, even though we may see no loss in these loans, whether it be land or whatever. So John, we've done it – we're fortunate. I think that there are just a couple of hundred loans here above a quarter of a million dollars. And so we've been able to go loan by loan by loan. So are non-performing over with in Florida? Absolutely not. Have we appraised our portfolio and have current update appraisals on it? Yes, sir. John Pancari - J.P. Morgan Chase & Co.: Okay, thanks for taking my questions.

We'll take our next question from Charles Ernst with Sandler O'Neill.

Good morning, Charlie. Charles Ernst - Sandler O’Neill & Partners: Good morning, guys. Richard, can you just talk a little bit about the OREO in Florida and just discuss the volume of transactions out of that portfolio in the quarter and just what you're seeing from a pricing basis?

I'm turning to it, Charlie. Charles Ernst - Sandler O’Neill & Partners: No problem.

It's mostly land and lots, a few individual houses. We are seeing the houses once we get them we have a lot of interest in them. The one major ORE that we have over in Panama City, I think it was 17 houses and 40 lots, very attractive. Four or four of the houses went under contract to individuals. I visited with the head of ORE and he told me that they wanted them. Two or three of them were out of town for beach houses. Builders were beginning to pick up the lots and they're coming in at where we're carrying them. Two or three other properties moved and there was no real loss in them from where we carry them. But very little is moving and we don't have a significant amount in ORE at this time. We have two or three finished vertical properties and lots of bids. Generally one of them in particular but the people have had trouble getting financing and we're not financing people to take them out at this stage of the game. I haven't heard or seen of any bulk sales, a number of things that have been moving at auction we haven't participated in an auction. Does anybody else at the table want to talk about the ORE? I think it's moved at the rates we expected it to move. Bob, any other comments about it?

No, we've not had any significant write-downs on what we sold. It's just like Richard said, it's very, very slow. Not a lot moving down there. Charles Ernst - Sandler O’Neill & Partners: Okay, and then I apologize if I missed it but can you comment on what the dollar amount of the Sem Group loan is in?

That's 10 million. Charles Ernst - Sandler O’Neill & Partners: Ten million?

Ten million. Charles Ernst - Sandler O’Neill & Partners: So it was pretty much all the increase in taxes and MPAs in the quarter?

It was all the increase in Texas. Charles Ernst - Sandler O’Neill & Partners: Okay, and then last,

Our whole review team in Texas, thorough and thorough and thorough. They went into Memphis during the quarter very thoroughly. They reworked into the quarter with our Florida special assets group, so we don't talk about regulatory exams but there have been plenty of exams. Charles Ernst - Sandler O’Neill & Partners: Okay, and then the last question. Given the rate cut that's already happened and then the one expected today, any comments as to what you're expecting for the margin over the quarter?

Well, Buddy Wood (ph) tells me that the calls of the bonds we purchased we were a little bit positively GAAPed. But you know, when they lowered rates a half a point, we took things right on down. It's getting close to the point that there's not much more to go. However, I think putting a bond portfolio back on the books at this 1.2 billion level, 1.1 billion level, from 700 million has helped us a little bit, Charlie. When we were at 390, we said we thought the margin looked pretty good. I don't think anybody could tell you whether it will be 390 or 407 at the end of this quarter. But this LIBOR situation is helping us a little bit. And you know, where was the (inaudible) 1.5? I don't think that's been in place for a couple three, four weeks. I mean, I think overnight funds are finding their home at very healthy institutions at rates a little bit better than the set targets. Charles Ernst - Sandler O’Neill & Partners: Thanks a lot.

We'll go next to Brian Klock with KBW. Brian Klock - Keefe, Bruyette & Woods: Good morning, gentlemen.

Good morning, Brian. Brian Klock - Keefe, Bruyette & Woods: Richard, I guess I wonder if you could expand a little bit on the TARP and I guess more specifically related to applying to the TARP and are you applying to the maximum and I guess can you comment on the dividend? Last quarter you did in the release actually say that you were confident with the sustainability of the dividend. That language wasn't there this quarter.

Well, we felt like the earnings pretty well said they'd be there ,what with our payout ratio on the end, below 60%. We did not increase the dividend because we are applying for the TARP. We could have increased the dividend, but we are solid Americans down here and feel that is not the way to go. I've not been listening to the radio; I've been down there and juicing with the board and calling all the customers and whatever, so I don't know if anybody said how much or what TARP they're going to do, so I'm not going to say that. But we wouldn't go to all this effort for the minimum. Brian Klock - Keefe, Bruyette & Woods: Okay.

Are other people telling you how much they're applying for? Brian Klock - Keefe, Bruyette & Woods: Yeah.

Before or after. Brian Klock - Keefe, Bruyette & Woods: Some do, some don't. Some say they're planning to apply for the max, and then actually they shortly have already been approved.

Well I would just say we have what I believe extremely good relationships with both of our primary regulators and we see this as a significant opportunity to bolster our capital and put us in an offensive position doing business. And we'll announce how much once they tell us. Brian Klock - Keefe, Bruyette & Woods: Okay. I think you've already answered some of my other questions. I guess just thinking about the funding side and the head growth and DDA, you did talk about some movement in the interest-bearing deposits being down, and you also were able to actually bring the funding costs down quite a bit on your interest-bearing deposits. You probably already answered this, but it seems like probably less flexibly if we have we have the other, the Feds cuts here today. Maybe you can talk about the funding and the ability to sort of maintain your core deposits here in the next couple of quarters or do you see that here may be an opportunity to see some funds flow in? Or maybe just talk about your liquidity there.

I think answers to questions like do we think funds will flow in or flow out would be one of those things that I could say something and it would be a gut feel. You know, we have an ad that we run in the paper and I remember a couple of Sundays ago one very large regional bank was running CDs at way over 4% for seven months and another smaller regional bank was running this. And they were both on the left-hand side of the business section, kind of innocuous, just rates. We ran a full-page ad with our national bank board and it said, cornerstone of stability still here to take care of you and a big picture of every director, all 20 of us. I would surmise that anybody who is old enough to get a paycheck in Mississippi probably works for somebody whose picture they saw on that page or their wife does or husband or their brother, and it just—the greatest strength of Trustmark is its board. And I walked into Sunday school last Sunday morning at 9:15, a little bit late and the whole room was talking about Trustmark and that ad and how strong it was. Anybody with any money is not the least bit worried about Trustmark if they live in Mississippi. As far as the Federal home loan bank, we have tremendous capacity there because we're not using them and we have this $700 million pristine bond portfolio. Our auto portfolio is at the Atlanta Fed; we've never used that. A lot of people are using that. We're sort of thinking or hoping that Wells Fargo will not want to pay these massively high rates and maybe that other big regional over in Alabama will get to the point with TARP and all that they will lower their rates. If not, we'll have to gut it out or raise rates a little bit. Brian Klock - Keefe, Bruyette & Woods: Okay. Appreciate you taking the call.

(Operator Instructions) We'll go next to Andy Stapp with B. Riley. Andrew Stapp - B. Riley & Co.: Hi guys. Andrew Stapp - B. Riley & Co.: Could you tell us how 30 day to 89 day delinquencies compared on a sequential quarter basis?

You all have a lot of very detailed questions which, you know, we think are good. We started to put that on the report but we don't want our stat sheet to move into an investor report because a lot of these investor reports have been companies that aren't as healthy as us. So when I'm looking at it, direct consumer went from 29 basis points to 31. Auto went from 87 to 113. Credit cards went down from 197 to 166, and total commercial dropped from 158 to 120. So when I look at it overall, and I look a year ago, just direct consumer is year-end quarter was 13 basis points to 31. Auto was about 49 basis points the fourth quarter of '07. now it's 113. Credit cards was running around 130, 140. now it's 160. So yeah, well I was giving you charge-offs; they're pointing to me. ninety-day delinquencies; yes, I've got that. 126 to 131 on direct consumer. Auto 170 to 205, our small business portfolio of 800 million actually dropped from 328 to 279. Mortgage, 93 basis points to 127, credit cards 148, 166. The total retail portfolio from 169 to 179. and fourth quarter last year was 173. So none of these big numbers that you might read from someone who isn't making every loan in front of a desk looking at somebody. Andrew Stapp - B. Riley & Co.: Now was that 90-day delinquencies or was the 30 days?

That was 30 days. Do we have 90?

Ninety is on page three.

Delinquencies for the whole Company is $3 million.

3.6.

And that's what it was last quarter, $3 million, that's nothing. See all these consumer debts gets charged off when? Bob?

120 days.

All consumer is charged off by 120 days in the company. Well, why don't we have any more than 3 million, if that's all that's 90 days past due? Charging some of it off early?

Sure. We just have high credit quality.

Doesn't exist right now. Andrew Stapp - B. Riley & Co.: Okay. Thank you. I'll hold my other questions.

And that's a lot of numbers; I'm sorry I misunderstood it. I went to charge-offs. Andrew Stapp - B. Riley & Co.: No problem.

Amazed we have all this stuff at the right, this is good.

We'll take our next question from Peyton Green with FTN Midwest Securities.

Okay. notwithstanding your good relationships with your regulators, I mean, why volunteer for more regulatory pressure down the road or increased, I guess exposure to the U.S. government?

Well, now, we're a national bank, and a well-regulated national bank. And our holding company regulators are federal reserve. It would be very difficult for them to regulate us more than they regulate us now. I guess we had five press releases about banks that it said they'd been approved. I don’t see the penalties. You know, we don't have big old golden parachutes here. It doesn't really affect us. I guess that Jerry Host and I are a couple of the two guys in the United States who's—if we had a change of control doesn't cover our excise taxes. We're just moving on so the compensation side of it is not something that's going to keep us from moving ahead. And we like the idea of having some money around if some opportunities come up. And we're not interested in buying a bunch of failed deposits; because we think those wouldn't be very good deposits. And I'm not sure anybody's going to fail within 400 or 500 miles of us who's got any age and maturity on them. But if we run our models and we look at it, this capital really props up a stock transaction very, very well. And we're planning on remaining Trustmark, and we're planning on expanding our lines of business so I don't see any downside. If we decide we don't need it we'll pay it back in three years. And it might be a little bit diluted but we can work on that.

Okay. And then I guess, I mean, let's say MNA opportunities don't come up and you're dependent on growing the loan book with the money, where are you seeing increased opportunity on the loan side?

I don't see any increased opportunity on the loan side except in that massive Houston market, where we now have lots of lending officers and an $800 million loan portfolio with now problems in it except one credit that about everybody in America's in that they're going to work out. So I see tremendous opportunity there. Will we let Houston grow enough to leverage the TARP? Doubt it. Wouldn't take many mortgage-backed securities to take the dilution out of this. And we're in a position in there with this capital that if these big old regionals and superregionals want to fly in our and see some of our customers, we can pretty well protect ourselves now. I don't think anybody in the country sees a whole lot of loan demand at this time. I'm just very thankful we're down there in Texas with this bank. You know, five years ago we closed Allied and 2.5 years ago we closed Republic and it's good, solid, lots of people, so we were down there with a board and they were all making presentations and I said you're making it sound to easy for the board. There are an awful lot of lending opportunities down there but we just don't want to do a bunch of participations.

Okay. Is it loan spreads, to what degree did you see them increase in the quarter and do you think there's any opportunity or do you think the—

That's a very granular question. I can tell you about three loans that will make you feel real good, and I can tell you about three that would make you feel real bad. It is very competitive in the Mississippi market or company borrowing some money. Banks all over the place; banks flying in here on our one or two flights. Jerry Host and I did go back a couple times on some pretty good loans and knocked it up 25, 30 basis points from where the officer thought it should be and the customer and we kept credit. I had one good-size loan that everybody bid. We bid 50 basis points higher, and it was a customer and they said, "I'll take 50 basis points more for Trustmark." Didn't want to go to California with their loan. But is it really changing? I don't know. Just a smidgeon. Now out there in Houston, the answer is yes, but you have smarter competition. Now we're not lowering rates on these land and development, construction loans that moved down so much during the quarter. And if somebody wants to move one of those it's okay with us.

Okay. And then, I guess when you do call on customers, how do they feel generically? I mean, ignoring the headlines on the paper and the television. Are they—

When we do what?

When you call on prospects or existing customers to get more of their business. I mean, are they seeing increased opportunity compared to maybe a year ago when competitive conditions were just tough or I mean, how do they feel?

Depends on what they do for a living. If they make bricks or hardwood floors they feel rather tough. If it's a big Delta farmer, they've feeling pretty good. So I think it's just industry-driven. Most of our large home builders in Mississippi had backed down. We had a very thorough presentation from the company metro study that's Houston-based on Houston for the third quarter's numbers. We were the first people to see those numbers; they presented to our board and they were rather pleased at home starts and sales were coming down together, that they just weren't seeing any significant change in the case schiller (ph) and they're still feeling – obviously Houston is down, but the amount of product developers, the number of lots has come down with sales and they felt pretty good about Houston. Memphis is—I feel like the problems there have been identified and over with. You may have a different feeling there at least for Trustmark. So anybody else have any customer flavor? We're all just kind of hunkered down, as they say down here, and watching their capital. No one's jumping out building a lot of things. we've had a couple of acquisitions in high-quality brand beverages and whatever and we had one of those and we said we'll finance the real estate that out-of-state – two, three out-of-state banks are financing the Blue Sky, and that's where we like it.

Okay, good enough. Thank you.

And with no further questions, at this time I'd like to turn things back to Mr. Hickson for any additional or closing comments.

Thank you for joining us. It was an awful lot easier to come into this conference room that it was last quarter. We aren't seeing anything at this time that's any different from the third quarter earnings report. We're all focused. We have gotten to a point so that Florida is not taking all the awakened hours of executive management. We have a very good team in place managing that. Jerry Host and I were out calling on customers, and he was out a lot more than I was the last couple of weeks because of this TARP. But we have that figured out now and we're just out after doing business and getting some good commercial loans on the books. Appreciate you joining us. I know you'll rework your models. I hope you'll recommend someone buy some of our stock. Thank you very much.

That does conclude today's conference call. We would again like to thank you for your participation and you may disconnect at this time.