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Trustmark Corporation And Bay Bank & Trust Co. Announce Definitive Merger Agreement

Trustmark Corporation (NASDAQ: TRMK) (“Trustmark”) and Bay Bank & Trust Co. (“Bay Bank”) today announced the signing of a definitive agreement in which Bay Bank will merge into Trustmark National Bank. This transaction provides an excellent opportunity for Trustmark to expand and enhance its franchise within the attractive Panama City – Bay County market. Bay Bank, with seven offices serving the Panama City, Panama City Beach, and Lynn Haven, Florida markets, reported loans of $121.6 million and deposits of $220.6 million at September 30, 2011.

Gerard R. Host, President and CEO of Trustmark stated, “We are pleased to enhance our existing Florida panhandle franchise with the addition of Bay Bank, a 76-year-old financial institution with long-standing customer relationships. Bay Bank has a strong core deposit base, which is reflective of its commitment to customer service. Together, Bay Bank and Trustmark will have the second largest deposit market share in Bay County. We look forward to welcoming the associates and customers of Bay Bank to the Trustmark family.”

E. Clay Lewis, Vice Chairman of Bay Bank stated, “We look forward to becoming a part of the Trustmark organization and providing our customers increased convenience as well as the addition of broader financial products and services, including wealth management and insurance.”

Under terms of the definitive agreement, the transaction is valued at $22 million, with $10 million of the consideration to be paid in cash and $12 million to be paid in common stock of Trustmark. The consideration represents approximately 85% of Bay Bank’s tangible book value as of September 30, 2011. The transaction, which is expected to be completed during the first quarter of 2012, is subject to approval by Bay Bank’s shareholders and regulatory authorities as well as certain other closing conditions. The transaction is expected to be neutral to Trustmark’s 2012 earnings and tangible book value and accretive in 2013 and beyond.

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