ex10_x.htm


    
      
        

      
Exhibit 10-x

    


    TRUSTMARK
CORPORATION

    FORM
OF

    TIME-BASED
RESTRICTED STOCK AGREEMENT

    


    
      
        
          

        
Granted <<grant date>>

        
          

        

      

    

    


    This
Time-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 time-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 <<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 Time-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.

            


    

    


    
      	
               
      

            	
              (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.

            


    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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 Award Shares shall become non-forfeitable (“Vested” or
      “Vesting”) on <<vesting schedule>>, provided the Associate
      remains in employment with the Company or its Subsidiaries through such
      date (the “Vesting Date,” and the period from the Award Date through the
      Vesting Date being the “Vesting Period” with respect to the Award
      Shares).

            


    

    


    
      	
               
      

            	
              (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
      Vesting Period, then Vesting in the Award Shares shall be provided for 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 <<beginning of
      period>> (counting the month of <<month, year>> as a
      complete calendar month) to and including the Vesting Acceleration Event,
      and the denominator of which is the number of whole and partial calendar
      months from <<beginning of period>> through the end of the
      Vesting Period).  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.

            


    

    


    
      	
               
      

            	
              (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)

            	
              “Vesting
      Acceleration Event” means:

            


    

    


    
      	
               
      

            	
              (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;

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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):

            


    

    


    
      	
               
      

            	
              (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.

            


    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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”).

            


    

    


    5.           
 Stock
Certificates.

    


    
      	
               
      

            	
              (a)

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

            


    

    


    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 Time-Based Restricted Stock Agreement dated
<<grant date>>.  A copy of the Plan, such rules and
procedures, and such Time-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, the Company shall, as applicable, either remove the
      notations on any of the Award 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 Award 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.  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 pursuant to Paragraph 14 or 15 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.

            


    

    


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

    


    7.            
Dividends and Other
Distributions.  During the Non-Transferability Period, subject
to Paragraphs 14 and 15, 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)(ii)(A) or 3(c)(ii)(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.  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 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.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    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

            	 
      	 
      


    

    


    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.           Construction and Capitalized
Terms.  This Agreement shall be administered, interpreted and
construed in accordance with the applicable provisions of the
Plan.  Capitalized terms in this Agreement have the meaning assigned
to them in the Plan, unless this Agreement provides, or the context requires,
otherwise.

    


    14.           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 Vesting Date), 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 rule 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.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (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.

            


    

    


    
      	
               
      

            	
              (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.

            


    

    


    
      	
              15.

            	
              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 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 which are reduced shall be
      immediately forfeited and excluded from the definition of Award Shares,
      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 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.

            


    


    
      
         


      

      
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              (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.

            


    

    


    


    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>>


    

     

     

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