ex10_y.htm


    
      

    

    Exhibit
10-y

    


    TRUSTMARK
CORPORATION

    FORM
OF

    PERFORMANCE-BASED
RESTRICTED STOCK AGREEMENT

    


    
      
        
          

        
Granted <<grant date>>

        
          

        

      

    

    


    


    This
Performance-Based Restricted Stock Agreement (“Agreement”) is entered into as of
<<grant date>> pursuant to the 2005 Stock and Incentive Compensation
Plan (the “Plan”) of Trustmark Corporation (the “Company”) and evidences the
grant of Restricted Stock (as defined in the Plan), and the terms, conditions
and restrictions pertaining thereto, to <<name>> (the
“Associate”).

    


    WHEREAS,
the Company maintains the Plan under which the Committee (as defined in the
Plan) may, among other things, award shares of the Company’s common stock
(“Stock”) to such key associates of the Company and its Subsidiaries as the
Committee may determine, subject to terms, conditions and restrictions as it may
deem appropriate; and

    


    WHEREAS,
as a result of its participation in the CPP (as defined below), the Company is
subject to, among other things, the executive compensation requirements of
Section 111(b) of the EESA (as defined below), with respect to the compensation
of certain current and future employees of the Company; and

    


    WHEREAS,
the Committee previously approved an award of performance-based restricted stock
to the Associate under the Plan on <<initial approval date>>, but
before such award was formally documented in writing and signed by the Company
and the Associate, the ARRA (as defined below) was enacted on February 17,
2009, raising significant questions regarding the ability of the Company to
grant restricted stock to the Associate in compliance with the CPP Requirements
(as defined below), and therefore, the Committee determined it was in the
Company’s best interest to take a conservative approach and not grant the full
<<initial approval date>> award until the CPP Requirements were
further clarified; and

    


    WHEREAS,
effective June 15, 2009, the Treasury Department issued interim final rules
clarifying the CPP Requirements and based on these interim final rules the
Committee and the Company’s Board of Directors now deem it desirable and
appropriate to complete the restricted stock awards originally approved on
<<initial approval date>>, to the extent permissible under the CPP
Requirements and, where limited, to prorate the restricted stock awards between
“Performance-Based” awards and “Time-Based” awards, by granting to the Associate
TARP-compliant long-term restricted stock (as defined below) under the CPP
Requirements; and

    


    WHEREAS,
pursuant to the Plan, the Company, upon recommendation by the Committee and
approval by the Company’s Board of Directors, has granted to the Associate a
restricted stock award conditioned upon the execution by the Company and the
Associate of a Performance-Based Restricted Stock Agreement setting forth all
the terms and conditions applicable to such award;

    


    NOW
THEREFORE, in consideration of the benefits which the Company expects to be
derived from the services rendered to it and its Subsidiaries by the Associate
and of the covenants contained herein, the parties hereby agree as
follows:

    


    1.            Award of
Shares.  Under the terms of the Plan, the Company, upon
recommendation by the Committee and approval by the Company’s Board of Directors
on <<meeting date>>, awarded to the Associate a restricted stock
award (the “Award”) effective on <<grant date>> (“Award Date”),
covering <<shares>> shares of the Company’s Stock (the “Award
Shares”) subject to the terms, conditions, and restrictions set forth in this
Agreement.

    


    
      	
              2.

            	
              TARP
      Terminology.  For purposes of this Agreement, the
      following terms have the following
meanings:

            


    

    


    
      	
               
      

            	
              (a)

            	
              “Affected
      MHCE” means one of the Company’s top five most highly compensated
      employees as provided in the CPP Requirements for purposes of the golden
      parachute prohibition thereof.

            


    

    


    
      	
               
      

            	
              (b)

            	
              “Aggregate
      TARP Financial Assistance” means all Company obligations arising from
      financial assistance provided to the Company under the CPP pursuant to
      authority granted under the EESA.

            


    

    


    
      	
               
      

            	
              (c)

            	
              “ARRA”
      means the American Recovery and Reinvestment Act of 2009, as amended from
      time to time.

            


    

    


    
      	
               
      

            	
              (d)

            	
              “CPP”
      means the Troubled Asset Relief Program Capital Purchase Program created
      by the Treasury Department pursuant to authority granted under the
      EESA.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              “CPP
      Requirements” means the guidance and regulations issued by the Treasury
      Department with respect to the CPP, as such guidance and regulations may
      be amended from time to time.

            


    

    


    
      	
               
      

            	
              (f)

            	
              “EESA”
      means the Emergency Economic Stabilization Act of 2008, as amended from
      time to time.

            


    

    


    
      	
               
      

            	
              (g)

            	
              “SEO”
      means a senior executive officer as defined in the CPP
      Requirements.

            


    

    


    
      	
               
      

            	
              (h)

            	
              “TARP-compliant
      long-term restricted stock” means restricted stock that complies with the
      definition of “long-term restricted stock” for purposes of the exception
      to the bonus prohibition in the CPP
  Requirements.

            


    

    


    
      	
               
      

            	
              (i)

            	
              “TARP
      Period” has commenced on or before the Award Date and ends on the day all
      Company obligations arising from financial assistance provided to the
      Company under the CPP are satisfied as described in Section
      111(b)(3)(D)(i) of the EESA, excluding any period in which the Treasury
      Department only holds warrants to purchase common stock as provided in
      Section 111(a)(5) of the EESA.

            


    

    


    
      
        	
              	
                (j)

              	
                “Treasury
      Department” means the U.S. Department of the
  Treasury.

              


      

    

    


    3.            
Vesting in the Award
Shares.

    


    
      	
               
      

            	
              (a)

            	
              Subject
      to earlier vesting or forfeiture as provided below, the Associate’s
      interest in the following applicable portion of the Award Shares shall
      become non-forfeitable (“Vested” or “Vesting”) on <<vesting
      date>>, provided the Associate remains in employment with the
      Company or its Subsidiaries through such date, with Vesting in the Award
      Shares being determined by the Company’s return on average tangible equity
      (“ROATE”) and total shareholder return (“TSR”) ranking for the
      <<number>> calendar quarters beginning <<beginning of
      measurement period>> and ending <<end of measurement
      period>> (the “Performance Period”) compared to the ROATE and TSR
      for the Peer Group (see Attachment A) as follows, where Vesting in
      the Award Shares is equal to the number of the Award Shares multiplied by
      the sum of the vesting percentage in (A) and the vesting percentage in (B)
      below:

            


    

    


    
      	 
      	
              (A)

            	 
      	 
      	
              (B)

            
	
              ROATE

            	
              ROATE

            	 
      	
              TSR

            	
              TSR

            
	
              Ranking

            	
              Vesting Percentage

            	 
      	
              Ranking

            	
              Vesting Percentage

            
	 
      	 
      	 
      	 
      	 
      
	
              <<rank>>
      Percentile

            	
              100%

            	
              +

            	
              <<rank>>
      Percentile

            	
              100%

            
	
              <<rank>>
      Percentile

            	
              90%

            	
              +

            	
              <<rank>>
      Percentile

            	
              90%

            
	
              <<rank>>
      Percentile

            	
              70%

            	
              +

            	
              <<rank>>
      Percentile

            	
              70%

            
	
              <<rank>>
      Percentile

            	
              50%

            	
              +

            	
              <<rank>>
      Percentile

            	
              50%

            
	
              <<rank>>
      Percentile

            	
              32.5%

            	
              +

            	
              <<rank>>
      Percentile

            	
              32.5%

            
	
              <<rank>>
      Percentile

            	
              22.5%

            	
              +

            	
              <<rank>>
      Percentile

            	
              22.5%

            
	
              <<rank>>
      Percentile

            	
              17.5%

            	
              +

            	
              <<rank>>
      Percentile

            	
              17.5%

            
	
              Less
      than <<rank>>

            	
              0%

            	
              +

            	
              Less
      than <<rank>>

            	
              0%

            


    

    


    
      	
               
      

            	
              If
      the Company’s ranking is above the <<rank>> percentile, but
      less than the <<rank>> percentile, then the vesting percentage
      shall be determined by straight line interpolation (rounded, where not
      otherwise resulting in a whole or half percent, to the next lowest whole
      or half percent) where the ranking falls between identified percentile
      tiers (for example, if the ranking is in the <<rank>>
      percentile, then the vesting percentage is
    <<%>>).

            


    

    


    
      	
               
      

            	
              If
      the aggregate Vesting exceeds 100%, all Award Shares shall be Vested and
      Excess Shares shall be granted as provided in Paragraph
  13.

            


    

    


    
      	
               
      

            	
              All
      determinations regarding Vesting in the Award Shares under this Paragraph
      3(a) shall be made and certified to in writing by the Committee during the
      first 2-1/2 months following the end of the Performance
      Period.

            


    

    


    
      	
               
      

            	
              The
      balance of any Award Shares that are not considered Vested by or as of the
      last day of the Performance Period shall be
  forfeited.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Subject
      to earlier forfeiture as provided below, in the event a Vesting
      Acceleration Event occurs while the Associate is an employee of the
      Company or one of its Subsidiaries and prior to the last day of the
      Performance Period, then the ROATE and the TSR of the Company and the Peer
      Group shall be determined for all calendar quarters in the Performance
      Period ending on or prior to the date of the first such Vesting
      Acceleration Event and the Vesting provisions set forth in Paragraph 3(a)
      shall be applied to a time-weighted portion of the Award Shares
      (determined by multiplying the number of Award Shares by a fraction (not
      to exceed one), the numerator of which is the number of complete calendar
      months from the beginning of the Performance Period to and including the
      Vesting Acceleration Event, and the denominator of which is the number of
      calendar months in the Performance Period) based on such ROATE and the
      TSR.  In such event, the time-weighted portion of the Award
      Shares, as so determined, shall automatically be Vested on the date of
      such Vesting Acceleration Event.  In such event, the balance of
      the Award Shares which are not Vested shall be forfeited, and no Excess
      Shares (as otherwise provided for in Paragraph 13) shall be
      granted.  All determinations regarding Vesting in the Award
      Shares under this Paragraph 3(b) shall be made and certified to in writing
      by the Committee during the period beginning on the date of the Vesting
      Acceleration Event and ending 2-1/2 months following the end of the
      calendar quarter in which the Vesting Acceleration Event
      occurs.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              The
      following terms have the following meanings for purposes
      hereof:

            


    

    


    
      	
               
      

            	
              (i)

            	
              “Cause”
      means that the Associate (A) has committed an act of personal
      dishonesty, embezzlement or fraud, (B) has misused alcohol or drugs,
      (C) has failed to pay any obligation owed to the Company or any
      affiliate, (D) has breached a fiduciary duty or deliberately
      disregarded any rule of the Company or any affiliate, (E) has
      committed an act of willful misconduct, or the intentional failure to
      perform stated duties, (F) has willfully violated any law, rule or
      regulation (other than misdemeanors, traffic violations or similar
      offenses) or any final cease-and-desist order, (G) has disclosed
      without authorization any confidential information of the Company or any
      affiliate, (H) has engaged in any conduct constituting unfair
      competition, or (I) has induced any customer of the Company or any
      affiliate to breach a contract with the Company or any
      affiliate.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              “Peer
      Group” means the financial institutions listed on Attachment A
      hereto; provided that subject to any restrictions and limitations under
      Section 162(m) of the Internal Revenue Code, any listed financial
      institution shall be eliminated if it is acquired or otherwise changes its
      structure or business such that it is no longer reasonably comparable to
      the Company (as determined by the Committee), and in the case of any such
      elimination, the Committee may replace the eliminated financial
      institution with another financial institution which it considers
      reasonably comparable to the
Company.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              “ROATE”
      means the cumulative net earnings after taxes available to common
      shareholders, adjusted for tax-affected amortization of intangibles, for
      the calendar quarters in each calendar year in a specified period of time
      divided by average shareholder’s tangible common equity (which is the
      excess of the difference between the total assets, excluding total
      identifiable intangible assets and goodwill, and the sum of total
      liabilities and preferred equity, averaged for the calendar quarters in
      each calendar year in the specified period), all as determined in
      accordance with generally accepted accounting principles and as reported
      in the company’s financial statements provided to shareholders and
      converted to an annual rate by dividing by the number of years and partial
      years (expressed in quarters) in the specified
  period.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              “TSR”
      means the return a holder of common stock earns over a specified period of
      time, expressed as a percentage and including changes in Average Market
      Value of, and dividends or other distributions with respect to, the stock
      and converted to an annual rate by dividing the calculated percentage for
      the specified period by the number of years and partial years (expressed
      in quarters) in the specified period.  TSR return shall be
      determined as the sum of (A) the Ending Average Market Value reduced
      by the Beginning Average Market Value and (B) dividends or other
      distributions with respect to a share paid during the specified period and
      with such dividends and other distributions deemed reinvested in Stock
      (based on Market Share Price on the date of payment where not paid in
      Stock), and (C) with such sum being divided by the Beginning Average
      Market Value.  TSR, including the value of reinvested dividends
      and other distributions, shall be determined on the basis of the
      appropriate total shareholder return model of Bloomberg L.P. or any
      affiliate thereof or such other authoritative source as the Committee may
      determine.  For purposes
hereof:

            


    

    


    
      	
               
      

            	
              (A)

            	
              “Average
      Market Value” means the average of the closing sale price of such stock
      for the applicable ten trading days beginning or ending on a specified
      date for which such closing sales price is reported by Bloomberg L.P. or
      any affiliate thereof or such other authoritative source as the Committee
      may determine.

            


    

    


    
      	
               
      

            	
              (B)

            	
              “Beginning
      Average Market Value” means the Average Market Value based on the first
      ten trading days of the Performance
Period.

            


    

    


    
      	
               
      

            	
              (C)

            	
              “Ending
      Average Market Value” means the Average Market Value based on the last ten
      trading days of the Performance Period (or other period as of which Ending
      Average Market Value is
calculated).

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (D)

            	
              “Market
      Share Price” means the closing sale price for the specified day (or the
      last preceding day thereto for which reported) as reported by Bloomberg
      L.P. or any affiliate thereof or such other authoritative source as the
      Committee may determine.

            


    

    


    
      	
               
      

            	
              (v)

            	
              “Vesting
      Acceleration Event” means during the Performance Period with respect to
      the Award Shares and during the Excess Share Vesting Period (as defined
      below) with respect to the Excess Shares, as
  applicable:

            


    

    


    
      	
               
      

            	
              (A)

            	
              the
      Associate’s death or termination of employment due to becoming disabled
      (as defined for purposes of Section 22(e)(3) of the Internal Revenue Code,
      whether or not the Associate has an Employment
  Agreement);

            


    

    


    
      	
               
      

            	
              (B)

            	
              the
      Associate’s termination of employment on or after <<grant date + 2
      years>> due to becoming disabled (as defined in his or her
      Employment Agreement, if the Associate has an Employment Agreement and his
      or her termination is not due to becoming disabled as defined for purposes
      of Section 22(e)(3) of the Internal Revenue Code) if on the date of
      termination either (i) the TARP Period has ended or (ii) the Associate is
      not an SEO or an Affected MHCE;

            


    

    


    
      	
               
      

            	
              (C)

            	
              the
      Associate’s retirement on or after <<grant date + 2 years>>,
      with the consent of the Committee or its delegate, at or after age
      sixty-five (65) where there is no Cause (as defined above) for the Company
      to terminate the Associate’s employment, if on the date of retirement
      either (i) the TARP Period has ended or (ii) the Associate is not an SEO
      or an Affected MHCE;

            


    

    


    
      	
               
      

            	
              (D)

            	
              the
      termination of the Associate’s employment with the Company and its
      Subsidiaries by the Company on or after <<grant date + 2
      years>> other than for Cause (as defined herein), if on the date of
      termination either (i) the TARP Period has ended or (ii) the Associate is
      not an SEO or an Affected MHCE;

            


    

    


    
      	
               
      

            	
              (E)

            	
              the
      termination of the Associate’s employment with the Company and its
      Subsidiaries prior to <<grant date + 2 years>> due to of a
      Change in Control (as defined in the Plan) which with respect to the
      Associate is a change in the ownership or effective control of the Company
      or in the ownership of a substantial portion of its assets (as defined in
      Section 409A of the Internal Revenue Code), if the Change in Control is
      also a change in control event (as defined in 26 CFR 1.280G-1, Q&A-27
      through Q&A-29 or as defined in 26 CFR 1.409A-3(i)(5)(i)) and on the
      date of termination either (i) the TARP Period has ended or (ii) the
      Associate is not an SEO or an Affected
MHCE;

            


    

    


    
      	
               
      

            	
              (F)

            	
              the
      occurrence on or after <<grant date + 2 years>> of a Change in
      Control (as defined in the Plan) which with respect to the Associate is a
      change in the ownership or effective control of the Company or in the
      ownership of a substantial portion of its assets (as defined in Section
      409A of the Internal Revenue Code), if the Associate has remained employed
      with the Company or a Subsidiary through the date the Change in Control
      occurs, and on the date such Change in Control occurs either (i) the TARP
      Period has ended or (ii) the Associate is not an SEO or an Affected MHCE;
      or

            


    

    


    
      	
               
      

            	
              (G)

            	
              if
      the Associate has an Employment Agreement, the Associate’s termination of
      employment with the Company and its Subsidiaries at his or her own
      initiative on or after <<grant date + 2 years>> for “Good
      Reason” (as defined in his or her Employment Agreement, but only if
      defined therein) if on the date of termination either (i) the TARP Period
      has ended or (ii) the Associate is not an SEO or an Affected
      MHCE.

            


    

    


    
      	
               
      

            	
              For
      purposes of determining a Vesting Acceleration Event, an “Employment
      Agreement” means a written individual employment agreement, or if there is
      no employment agreement, then a written individual change in control
      agreement, as in effect on the Award Date between the Associate and the
      Company or one of its Subsidiaries.  If an Associate does not
      have such a written individual employment agreement or change in control
      agreement, the Associate is considered not to have an Employment Agreement
      for purposes hereof.

            


    

    


    
      	
              4.

            	
              Transferability of
      Award Shares.

            


    

    


    
      	
               
      

            	
              (a)

            	
              If
      the Vesting of any Award Shares occurs before the end of the TARP Period,
      such Vested Award Shares shall not become freely transferable until the
      first day after the TARP Period ends, subject however, to the following
      accelerated transferability (determined on a cumulative basis for Vested
      Award Shares:

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              25%
      of the Award Shares (rounded down to the next whole share if a fractional
      share would otherwise become transferable) may become freely transferable
      at the time of the Company’s repayment of 25% of the Aggregate TARP
      Financial Assistance,

            


    

    


    
      	
               
      

            	
              (ii)

            	
              An
      additional 25% of the Award Shares (rounded down to the next whole share
      if a fractional share would otherwise become transferable) may become
      freely transferable (for an aggregate total of 50% of the Award Shares) at
      the time of the Company’s repayment of 50% of the Aggregate TARP Financial
      Assistance,

            


    

    


    
      	
               
      

            	
              (iii)

            	
              An
      additional 25% of the Award Shares (rounded down to the next whole share
      if a fractional share would otherwise become transferable) may become
      freely transferable (for an aggregate total of 75% of the Award Shares) at
      the time of the Company’s repayment of 75% of the Aggregate TARP Financial
      Assistance, and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              The
      remainder of the Award Shares may become freely transferable at the time
      of the Company’s repayment of 100% of the Aggregate TARP Financial
      Assistance.

            


    

    


    
      	
               
      

            	
              Notwithstanding
      the foregoing, where the Associate does not make an election with respect
      to the Award Shares under Section 83(b) of the Internal Revenue Code, at
      any time beginning with the date upon which the Award Shares become
      substantially vested (as defined in 26 CFR 1.83-3(b)) and ending on
      December 31 of the calendar year including that date, a portion of
      the Vested Award Shares (rounded down to the next whole share if a
      fractional share would otherwise become transferable) shall be made freely
      transferable as may reasonably be required to pay the federal, state,
      local, or foreign taxes that are anticipated to apply to the income
      recognized due to such Vesting, and the number of such Vested Award Shares
      made freely transferable for this purpose shall not count toward the
      percentages in the schedule ((i) through (iv))
  above.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      the Vesting of any Award Shares occurs after the end of the TARP Period,
      such Vested Award Shares shall also become freely transferable at the same
      time as Vesting occurs.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Except
      as contemplated in Paragraph 4(a) and/or (b), the Award Shares, and the
      rights and privileges conferred hereby, shall not be sold, transferred,
      pledged, assigned, or otherwise alienated or hypothecated in any way,
      otherwise than by will or by the laws of descent and distribution, and
      shall not be subject to execution, attachment or similar process, prior to
      the later of their Vesting or the end of the TARP Period (the period from
      the Award Date through such latter date being the “Non-Transferability
      Period” with respect to the Award
Shares).

            


    

    


    5.            
Stock
Certificates.

    


    
      	
               
      

            	
              (a)

            	
              The
      Company shall issue the Award Shares and Excess Shares, if any, either:
      (i) in certificate form as provided in Paragraph 5(b) below; or (ii) in
      book entry form, registered in the name of the Associate with notations
      regarding the applicable restrictions on transfer imposed under this
      Agreement.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Any
      certificates representing Award Shares or Excess Shares shall be held by
      the Company until such time as the Non-Transferability Period with respect
      to such shares lapses, or such shares are forfeited
      hereunder.  Any Award Shares or Excess Shares issued in book
      entry form shall be subject to the following legend, and any certificates
      representing the Award Shares or Excess Shares shall bear the following
      legend, during the Non-Transferability Period with respect to the Award
      Shares or the Excess Shares, as
applicable:

            


    

    


    The sale
or other transfer of the Shares of Stock represented by this certificate,
whether voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer set forth in the Trustmark Corporation 2005 Stock and
Incentive Compensation Plan, in the rules and administrative procedures adopted
pursuant to such Plan, and in a Performance-Based Restricted Stock Agreement
dated <<grant date>>.  A copy of the Plan, such rules and
procedures, and such Performance-Based Restricted Stock Agreement may be
obtained from the Secretary of Trustmark Corporation.

    


    
      	
               
      

            	
              (c)

            	
              Promptly
      after the Non-Transferability Period lapses with respect to any of the
      Award Shares or Excess Shares, as applicable, the Company shall, as
      applicable, either remove the notations on any of such shares issued in
      book entry form as to which the Non-Transferability Period has lapsed or
      deliver to the Associate a certificate or certificates evidencing the
      number of such shares as to which the Non-Transferability Period has
      lapsed.

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      Committee may require, concurrently with the execution and delivery of
      this Agreement, the Associate to deliver to the Company an executed stock
      power, in blank, with respect to the Award Shares or Excess
      Shares.  The Associate, by acceptance of the Award, shall be
      deemed to appoint, and does so appoint by execution of this Agreement, the
      Company and each of its authorized representatives as the Associate’s
      attorney(s) in fact to effect any transfer of forfeited shares (or shares
      otherwise reacquired or withheld by the Company hereunder), or any
      adjustment to the number of Award Shares or Excess Shares pursuant to
      Paragraph 15 or 16 below, to the Company as may be required pursuant to
      the Plan or this Agreement and to execute such documents as the Company or
      such representatives deem necessary or advisable in connection with any
      such transfer.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    6.           
 Voting
Rights.  During the Non-Transferability Period with respect to
the Award Shares, the Associate may exercise full voting rights with respect to
the Award Shares.

    


    7.            
Dividends and Other
Distributions.  During the Non-Transferability Period with
respect to the Award Shares, subject to Paragraphs 15 and 16, all dividends and
other distributions paid with respect to the Award Shares (whether in cash,
property or shares of the Company’s Stock) shall be registered in the name of
the Associate and held by the Company until payable or forfeited pursuant
hereto.  Such dividends and other distributions shall be subject to
the same Vesting rules and restrictions on transferability as the Award Shares
with respect to which they were paid and shall, to the extent Vested, be paid
when and to the extent the Non-Transferability Period has lapsed with respect to
the underlying Award Shares.

    


    8.            Forfeiture on Termination of
Employment.  Except in connection with a Vesting Acceleration
Event defined in Paragraph 3(c)(v)(A) or 3(c)(v)(E), if the Associate’s
employment with the Company and its Subsidiaries ceases prior to <<grant
date + 2 years>>, all of the Award Shares shall be forfeited to the
Company and no Excess Shares shall be granted. If the Associate’s employment
with the Company and its Subsidiaries ceases on or after <<grant date + 2
years>>, any Award Shares that are not considered Vested by or at the
cessation of the Associate’s employment with the Company and its Subsidiaries
shall be forfeited to the Company.  For purposes of this Agreement,
transfer of employment among the Company and its Subsidiaries shall not be
considered a termination or cessation of employment.

    


    9.           
Withholding
Taxes.  The Company, or any of its Subsidiaries, shall have the
right to retain and withhold the amount of taxes required by any government to
be withheld or otherwise deducted and paid with respect to the Award
Shares.  The Committee may require the Associate or any successor in
interest to pay or reimburse the Company, or any of its Subsidiaries, for any
such taxes required to be withheld by the Company, or any of its Subsidiaries,
and to withhold any distribution in whole or in part until the Company, or any
of its Subsidiaries, is so paid or reimbursed.  In lieu thereof, the
Company, or any of its Subsidiaries, shall have the right to withhold from any
other cash amounts due to or to become due from the Company, or any of its
Subsidiaries, to or with respect to the Associate an amount equal to such taxes
required to be withheld by the Company, or any of its Subsidiaries, to pay or
reimburse the Company, or any of its Subsidiaries, for any such taxes or to
retain and withhold a number of shares of the Company’s Stock having a market
value not less than the amount of such taxes and cancel any such shares so
withheld in order to pay or reimburse the Company, or any of its Subsidiaries,
for any such taxes.  The Associate or any successor in interest is
authorized to deliver shares of the Company’s Stock in satisfaction of minimum
statutorily required tax withholding obligations (whether or not such shares
have been held for more than six months and including shares acquired pursuant
to this Award if the Non-Transferability Period with respect to such shares has
lapsed).

    


    10.           Administration of
Plan.  The Plan is administered by the Committee appointed by
the Company’s Board of Directors.  The Committee has the authority to
construe and interpret the Plan, to make rules of general application relating
to the Plan, to amend outstanding awards pursuant to the Plan, and to require of
any person receiving an award, at the time of such receipt, at Vesting and/or at
the time of transferability, the execution of any paper or the making of any
representation or the giving of any commitment that the Committee shall, in its
discretion, deem necessary or advisable by reason of the securities laws of the
United States or any State, or the execution of any paper or the payment of any
sum of money in respect of taxes or the undertaking to pay or have paid any such
sum that the Committee shall in its discretion, deem necessary by reason of the
Internal Revenue Code or any rule or regulation thereunder, or by reason of the
tax laws of any State.

    


    11.           Plan and
Prospectus.  This Award is granted pursuant to the Plan and is
subject to the terms thereof (including all applicable vesting, forfeiture,
settlement and other provisions).  A copy of the Plan, as well as a
prospectus for the Plan, has been provided to the Associate, and the Associate
acknowledges receipt thereof.

    


    12.           Notices.  Any
notice to the Company required under or relating to this Agreement shall be in
writing and addressed to:

    


    
      	
              Trustmark
      Corporation

            	 
      	
              Mailing Address

            
	
              248
      E. Capitol Street

            	 
      	
              P.O.
      Box 291

            
	
              Jackson,
      MS  39201

            	 
      	
              Jackson,
      MS  39205

            
	 
      	 
      	 
      
	
              Attention:  Secretary

            	 
      	 
      


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    Any
notice to the Associate required under or relating to this Agreement shall be in
writing and addressed to the Associate at his or her address as it appears on
the records of the Company.

    


    13.           Terms and Conditions
Applicable to Excess Shares Where Vesting in the Award Shares Exceeds
100%.

    


    
      	
               
      

            	
              (a)

            	
              Since
      Vesting in the Award Shares pursuant to Paragraph 3(a) equals the number
      of Award Shares multiplied by the sum of the applicable ROATE vesting
      percentage and the applicable TSR vesting percentage, the aggregate
      Vesting pursuant to Paragraph 3(a) could exceed 100%.  In that
      event, additional Restricted Stock (“Excess Shares”) shall be granted to
      the Associate within the first 2-1/2 months following the end of the
      Performance Period in a number equal to the excess of the aggregate
      Vesting pursuant to Paragraph 3(a) over 100% multiplied by the number of
      Award Shares granted on the Award Date (as adjusted by the Committee
      pursuant to Section 4.4 of the Plan to reflect such events as stock
      dividends, stock splits, recapitalizations, mergers, consolidations or
      reorganizations of or by the Company).  No Excess Shares shall
      be granted in connection with Vesting pursuant to Paragraph
      3(b).

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Excess Shares, if any, shall be subject to the following terms and
      conditions:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Voting
      rights shall be provided from the date of grant of the Excess
      Shares.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              During
      the Non-Transferability Period with respect to the Excess Shares and after
      the date of grant thereof, subject to Paragraphs 15 and 16, all dividends
      and other distributions paid with respect to the Excess Shares (whether in
      cash, property or shares of the Company’s Stock) shall be registered in
      the name of the Associate and held by the Company until payable or
      forfeited pursuant hereto.  Such dividends and other
      distributions shall be subject to the same Vesting rules and restrictions
      on transferability as the Excess Shares with respect to which they were
      paid and shall, to the extent Vested, be paid when and to the extent the
      Non-Transferability Period has lapsed with respect to the underlying
      Excess Shares.  No dividends and other distributions shall be
      accumulated for periods before the date of grant of the Excess
      Shares.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Subject
      to earlier vesting or forfeiture as provided below, if the Associate
      remains continuously employed by the Company or one of its Subsidiaries
      from the beginning of the Performance Period through <<Excess Share
      vesting date>> (the “Excess Share Regular Vesting Date,” and the
      period from the last day of the Performance Period through the Excess
      Share Regular Vesting Date being the “Excess Share Vesting Period” with
      respect to the Excess Shares), then the Excess Shares shall become
      non-forfeitable (i.e., Vested) on the Excess Share Regular Vesting
      Date.

            


    

    


    
      	
               
      

            	
              (iv)

            	
              Notwithstanding
      Paragraph 13(b)(iii) above, but subject to earlier forfeiture as provided
      below, in the event a Vesting Acceleration Event occurs while the
      Associate is employed by the Company or one of its Subsidiaries and on or
      after the last day of the Performance Period, but prior to the Excess
      Share Regular Vesting Date, then the Excess Shares shall be Vested as of
      the date the Vesting Acceleration Event
occurs.

            


    

    


    
      	
               
      

            	
              (v)

            	
              If
      the Associate’s employment with the Company and its Subsidiaries ceases
      prior to the Excess Share Regular Vesting Date and Vesting pursuant to a
      Vesting Acceleration Event in Paragraph 13(b)(iv) does not apply, then the
      Excess Shares that are not considered Vested by or at the cessation of the
      Associate’s employment with the Company and its Subsidiaries shall be
      automatically forfeited to the
Company.

            


    

    


    
      	
               
      

            	
              (vi)

            	
              Transferability
      of Vested Excess Shares shall be determined pursuant to Paragraph
      13(c).

            


    

    


    
      	
               
      

            	
              (c)

            	
              In
      addition, transferability of the Excess Shares, if any, shall be subject
      to the following terms and
conditions:

            


    

    


    
      	
               
      

            	
              (i)

            	
              If
      the Vesting of any Excess Shares occurs before the end of the TARP Period,
      such Vested Excess Shares shall not become freely transferable until the
      first day after the TARP Period ends, subject however, to the following
      accelerated transferability (determined on a cumulative basis for Vested
      Excess Shares):

            


    

    


    
      	
               
      

            	
              (A)

            	
              25%
      of the Excess Shares (rounded down to the next whole share if a fractional
      share would otherwise become transferable) may become freely transferable
      at the time of the Company’s repayment of 25% of the Aggregate TARP
      Financial Assistance,

            


    

    


    
      	
               
      

            	
              (B)

            	
              An
      additional 25% of the Excess Shares (rounded down to the next whole share
      if a fractional share would otherwise become transferable) may become
      freely transferable (for an aggregate total of 50% of the Award Shares) at
      the time of the Company’s repayment of 50% of the Aggregate TARP Financial
      Assistance,

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (C)

            	
              An
      additional 25% of the Excess Shares (rounded down to the next whole share
      if a fractional share would otherwise become transferable) may become
      freely transferable (for an aggregate total of 75% of the Award Shares) at
      the time of the Company’s repayment of 75% of the Aggregate TARP Financial
      Assistance, and

            


    

    


    
      	
               
      

            	
              (D)

            	
              The
      remainder of the Excess Shares may become freely transferable at the time
      of the Company’s repayment of 100% of the Aggregate TARP Financial
      Assistance.

            


    

    


    
      	
               
      

            	
              Notwithstanding
      the foregoing, where the Associate does not make an election with respect
      to the Excess Shares under Section 83(b) of the Internal Revenue Code, at
      any time beginning with the date upon which the Excess Shares become
      substantially vested (as defined in 26 CFR 1.83-3(b)) and ending on
      December 31 of the calendar year including that date, a portion of
      the Vested Excess Shares (rounded down to the next whole share if a
      fractional share would otherwise become transferable) shall be made freely
      transferable as may reasonably be required to pay the federal, state,
      local, or foreign taxes that are anticipated to apply to the income
      recognized due to such Vesting, and the number of such Vested Excess
      Shares made freely transferable for this purpose shall not count toward
      the percentages in the schedule ((A) through (D))
  above.

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      the Vesting of any Excess Shares occurs after the end of the TARP Period,
      such Vested Excess Shares shall also become freely transferable at the
      same time as Vesting occurs.

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Except
      as contemplated in Paragraph 13(c)(i) and/or 13(c)(ii), the Excess Shares,
      and the rights and privileges conferred hereby, shall not be sold,
      transferred, pledged, assigned, or otherwise alienated or hypothecated in
      any way, otherwise than by will or by the laws of descent and
      distribution, and shall not be subject to execution, attachment or similar
      process, prior to the later of their Vesting or the end of the TARP Period
      (the period from the last day of the Performance Period through such
      latter date being the “Non-Transferability Period” with respect to the
      Excess Shares).

            


    

    


    14.           Construction and Capitalized
Terms.  This Agreement shall be administered, interpreted and
construed in accordance with the applicable provisions of the Plan and in
accordance with both the Award Shares and the Excess Shares being a
Performance-Based Compensation Award (as defined in the Plan), but, due to
timing of the Award in relation to the beginning of the Performance Period, not
with their being “performance-based compensation” within the meaning of Section
162(m)(4)(C) of the Internal Revenue Code.  Capitalized terms in this
Agreement have the meaning assigned to them in the Plan, unless this Agreement
provides, or the context requires, otherwise.

    


    15.           Compliance with Section 409A
of the Internal Revenue Code.

    


    
      	
               
      

            	
              (a)

            	
              It
      is intended that any right or benefit which is provided pursuant to or in
      connection with this Award which is considered to be nonqualified deferred
      compensation subject to Section 409A (“Section 409A”) of the Internal
      Revenue Code (a “409A benefit”) shall be provided and paid in a manner,
      and at such time (i.e., at the applicable event described herein if a
      Section 409A payment event or otherwise at the first Section 409A payment
      event thereafter consisting of a fixed time (here, the 2-1/2 month period
      from <<vesting determination period>> for Award Shares and
      <<Excess Share vesting date>> for Excess Shares), a Section
      409A disability, a Section 409A separation from service (as described
      below), or a Section 409A change with respect to the Associate in the
      ownership or effective control of the Company or in the ownership of a
      substantial portion of its assets of the Company and including, in the
      discretion of the Committee or its delegate, any applicable Section 409A
      de minimis limited cashout payment permitted under Treasury Reg. Section
      1.409A-3(j)(4)(v)) and in such form, as complies with the applicable
      requirements of Section 409A to avoid the unfavorable tax consequences
      provided therein for non-compliance.  Consequently, this
      Agreement is intended to be administered, interpreted and construed in
      accordance with the applicable requirements of Section
      409A.  Notwithstanding the foregoing, the Associate and his or
      her successor in interest shall be solely responsible and liable for the
      satisfaction of all taxes and penalties that may be imposed on the
      Associate or his or her successor in interest in connection with this
      Agreement (including any taxes and penalties under Section 409A); and
      neither the Company nor any of its affiliates shall have any obligation to
      indemnify or otherwise hold the Associate or his or her successor in
      interest harmless from any or all of such taxes or
    penalties.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Except
      as permitted under Section 409A, any 409A benefit payable to the Associate
      or for his or her benefit with respect to the Award may not be reduced by,
      or offset against, any amount owing by the Associate to the Company or any
      of its affiliates.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              To
      the extent that entitlement to payment of any 409A benefit occurs due to
      termination or cessation of employment, termination or cessation of
      employment shall be read to mean “separation from service” (within the
      meaning of Section 409A and as applicable to the Company and its
      affiliates).  Where entitlement to payment occurs by reason of
      such termination or cessation of employment and the Associate is a
      “specified employee” (within the meaning of Section 409A, as applicable to
      the Company and its affiliates and using the identification methodology
      selected by the Company from time to time in accordance with Section 409A)
      on the date of his or her “separation from service”, then payment of such
      409A benefit shall be delayed (without interest) until the first business
      day after the end of the six month delay period required under Section
      409A or, if earlier, after the Associate’s death.  In
      determining separation from service, separation from service is determined
      based on the “Separation from Service” definition in the Trustmark
      Corporation Deferred Compensation Plan (as in effect on
      <<date>>), which provides, in part, that in determining
      separation from service as an employee, separation from service occurs
      when it is reasonably anticipated that no further services would be
      performed after that date or that the level of services the Associate
      would perform after that date (whether as an employee or independent
      contractor) would permanently decrease to less than 50% of the average
      level of bona fide services performed over the immediately preceding
      <<months>> month
period.

            


    

    


    
      	
              16.

            	
              CPP
      Limitations.

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      Company has participated in the CPP, and the Company is required to comply
      with the requirements of Section 111(b) of the EESA, in accordance with
      the CPP Requirements.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Notwithstanding
      any other provision of this Agreement to the contrary, the Associate
      acknowledges and understands that this Agreement shall be administered,
      interpreted and construed and, if and where applicable, benefits provided
      hereunder, including where applicable vesting and/or transferability,
      shall be limited, deferred, forfeited and/or subject to repayment to the
      Company in accordance with the CPP Requirements and Section 111(b) of the
      EESA, as amended from time to time, to the extent legally applicable with
      respect to the Associate, as determined by the Committee in its
      discretion, including without limitation the clawback, the bonus
      prohibition and the golden parachute prohibitions
  thereof.

            


    

    


    
      	
               
      

            	
              (c)

            	
              This
      Award is intended to provide a grant of TARP-compliant long-term
      restricted stock and shall be administered and interpreted in accordance
      with that intent and purpose.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Without
      any further action, this Agreement shall be automatically adjusted if
      necessary to reduce the number of Award Shares or Excess Shares to the
      maximum number permitted for this Award, together with other awards
      granted to the Associate in calendar year <<year of grant>>
      that are taken into account in determining compliance with the
      TARP-compliant long-term restricted stock exception to the bonus
      prohibition in the CPP Requirements (i.e., if the aggregate of such awards
      has a value in excess of the 1/3rd
      of annual compensation limit for TARP-compliant long-term restricted
      stock), to constitute TARP-compliant long-term restricted stock; and in
      such event the number of Award Shares or Excess Shares which are reduced
      shall be immediately forfeited and excluded from the definition of Award
      Shares or Excess Shares, as applicable, ab initio, for all
      purposes of this Agreement.  If the Associate receives or has
      received in calendar year <<year of grant>> other awards of
      restricted stock and/or restricted stock units also intending to
      constitute TARP-compliant long-term restricted stock, the reduction in
      Award Shares or Excess Shares required by this Paragraph shall be applied
      as follows: (i) any later grant of restricted stock or restricted stock
      units to the Associate in calendar year <<year of grant>>
      shall be reduced before any earlier award granted to the Associate in
      calendar year <<year of grant>>; and (ii) if multiple
      awards of restricted stock and/or restricted stock units that must be
      taken into account in determining compliance with the TARP-compliant
      long-term restricted stock exception are granted to the Associate on the
      same day, (A) where such awards are “Time-Based” (i.e., those vesting
      solely on the basis of time) awards and “Performance-Based” awards (i.e.,
      those vesting, in whole or in part, on the basis of performance metrics),
      the number of Award Shares shall be reduced pro rata in each award,
      (B) where “Performance-Based” awards contain both Award Shares and
      Excess Shares in one award agreement (as this Agreement does), the maximum
      number of Excess Shares shall automatically be reduced by the same number
      as the reduction in the Award Shares before application of any of the
      Vesting or Excess Share issuance provisions of this Agreement (i.e., if
      there is a one share reduction in Award Shares, there will also be a one
      share reduction in the maximum number of Excess Shares that could be
      issued), and (C) lastly all other awards shall be reduced on a pro
      rata basis.

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      Committee shall have the right unilaterally to amend this Agreement to
      effect or document any changes or additions which in its view are
      necessary or appropriate to comply with the CPP Requirements and Section
      111 of the EESA, as amended from time to time, including any changes or
      additions which in its view are necessary or appropriate to ensure that
      this Award constitutes TARP-compliant long-term restricted stock for
      purposes of the CPP
Requirements.

            


    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    To
evidence their agreement to the terms, conditions and restrictions hereof, the
Company and the Associate have signed this Agreement as of the date first above
written.


    


    
      	 
      	
              COMPANY:

            
	 
      	 
      	 
      
	 
      	
              TRUSTMARK
      CORPORATION

            
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Its:

            	 
      
	 
      	 
      	 
      
	 
      	
              ASSOCIATE:

            
	 
      	 
      	 
      
	 
      	
              By:

            	
               

            
	 	 	<<name>>


    

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    Attachment
A

    


    Listing of Peer
Group

    


    


    <<list
of peer financial institutions>>

     

     

    11