On October 5, 2012, BancTrust Financial Group, Inc., an Alabama corporation ("BancTrust"), and Trustmark Corporation, a Mississippi corporation ("Trustmark"), entered into Amendment No. 1 (the "Amendment") to the Agreement and Plan of Reorganization (the "Merger Agreement"), dated as of May 28, 2012, by and between BancTrust and Trustmark. Pursuant to the Amendment, the parties agreed to (1) close the merger of BancTrust with and into Trustmark on the later to occur of (a) the fifth business day following satisfaction or waiver (subject to applicable law) of the last to occur of the closing conditions (other than those conditions that by their nature are to be satisfied or waived at the closing), and (b) January 25, 2013, and (2) extend the outside closing date from December 31, 2012 to February 28, 2013. A copy of the Amendment is attached hereto as Exhibit 2.1 and incorporated herein by reference. The description of the Amendment as set forth herein is qualified in its entirety by reference to the full text of the Amendment.

(d) Exhibits.

Exhibit No. Description of Exhibit

2.1         Amendment No. 1, dated October 5, 2012, to the Agreement and Plan of
            Reorganization, dated as of May 28, 2012, by and between Trustmark
            Corporation and BancTrust Financial Group, Inc.
99.1        Press Release dated October 9, 2012.