ex104.htm


    EXHIBIT
10.4

    TRUSTMARK
CORPORATION

    


    Capital
Purchase Program Agreement

    Regarding Executive
Compensation Limitations

    


    


    Omnibus Amendment of All
Compensation Plans

    


    This Agreement is adopted as of
November 21, 2008 by Trustmark Corporation, a Mississippi corporation (the
"Company"), for itself
and all of its subsidiaries treated as a single employer with the Company under
Section 31 C.F.R. Section 30.1(b), in connection with the Company’s
participation in the Troubled Asset Relief Program Capital Purchase Program (the
“CPP”) created by the
U.S. Department of the Treasury (the “Treasury Department”) pursuant
to authority granted under the Emergency Economic Stabilization Act of 2008 (the
“EESA”), pursuant to
which program the Company will issue to the Treasury Department shares of the
Company’s senior preferred stock and a warrant to purchase shares of common
stock of the Company, in accordance with the terms and conditions in a Letter
Agreement, including as Exhibit A thereto the Securities Purchase Agreement –
Standard Terms, between the Company and Treasury (the “CPP Transaction”), and for
purposes of complying with the requirements of Section 111(b) of the EESA and
the CPP with respect to executive compensation of senior executives of the
Company, in accordance with the guidance and regulations issued by the Treasury
Department with respect to the CPP (the “CPP
Requirements”);

    


    NOW, THEREFORE, in consideration of
the premises the Company, intending to be legally bound, hereby agrees as
follows:

    


    1. Effectiveness.  This Agreement is
contingent upon consummation of, and will become effective on the date (the
“Effective Date”), the
CPP Transaction is consummated.  If the CPP Transaction is not
consummated, this Agreement shall have no legal effect.

     

    2. Term.  This Agreement
shall remain in effect for as long as the Treasury Department holds any equity
or debt of the Company that was acquired pursuant to the CPP Transaction (the
“Term”).  This
Agreement shall terminate on the first date the Treasury Department no longer
holds any equity or debt of the Company that was acquired pursuant to the CPP
Transaction.

     

    3. Application.  This Agreement
modifies and supersedes all compensation, benefit or other plans, programs,
contracts, arrangements, agreements or understandings with respect to any senior
executive officer (an “SEO”) for purposes of the CPP
Requirements which provide payment(s) and/or benefit(s) which are compensatory
in nature for services rendered as an employee of the Company and/or any of its
subsidiaries, whether currently existing or adopted or entered into after the
date of this Agreement, and whether written or unwritten (collectively, the
“Compensation Plans”),
but only to the extent required by the CPP Requirements.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. Clawback.  The Company
hereby declares and agrees that every Compensation Plan is amended to require
that each and every payment of any bonus or incentive compensation, as defined
by the CPP Requirements, under any Compensation Plan made to an SEO during the
Term of this Agreement shall be subject to recovery by the Company in the event
such payment was based on materially inaccurate financial statements or any
other materially inaccurate performance metric criteria as interpreted and
applied consistent with the CPP Requirements.

     

    5. Golden
Parachute Limitation.  The Company
hereby declares and agrees that every Compensation Plan is amended,
notwithstanding any provision or term of any such Compensation Plan to the
contrary, so that during the Term of this Agreement no SEO will be entitled to
receive any parachute payment in excess of the amount that would be permitted by
the CPP Requirements and Section 280G(e) of the Internal Revenue Code of 1986,
as amended (“Section
280G(e)”), determined as if Section 280G(e) applies to the
Company.

     

    6. Agreement
of SEOs.  The Company shall use it best efforts, where
necessary or appropriate, to obtain the written consent of its current and
prospective SEOs in the form attached hereto (the “Consent”).

     

    7. Amendments.  Subject
to any applicable limitations under the CPP, this Agreement may be amended,
modified, superseded, canceled, renewed or extended, and the terms and
conditions hereof may be waived, by the Board of Directors of the Company or the
Human Resources Committee of the Board of Directors of the Company (or the
delegate thereof) only by written instrument.

     

    8. Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Mississippi, without regard to its
principle of conflicts of law, except to the extent preempted by federal
law.

     

    


    IN WITNESS WHEREOF, the Company has
executed this Agreement as of the date first above written.

    


     

    


      
        	
                TRUSTMARK
      CORPORATION

              
	 
      
	
                By: 
      _____________________________

              
	
                       
      Louis E. Greer

              
	
                       
      Treasurer and Principal Financial
Officer

              


      


      
        
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TRUSTMARK
CORPORATION

    


    Capital
Purchase Program Agreement

    Regarding Executive
Compensation Limitations

    


    Consent

    


    This Consent (“Consent”) is provided as of
November 21, 2008 by _______________ (the “Executive”) to Trustmark
Corporation, a Mississippi corporation (the “Company”) and its subsidiaries
treated as a single employer with the Company under Section 31 C.F.R. Section
30.1(b).  The Executive has entered into this Agreement with reference
to the following facts:

    


    A.              The
Company has elected to participate in the Capital Purchase Program (the “CPP”) created by the U.S.
Department of the Treasury (the “Treasury Department”) pursuant
to authority granted under the Emergency Economic Stabilization Act of 2008 (the
“EESA”), pursuant to
which program the Company will issue to the Treasury Department shares of the
Company’s senior preferred stock and a warrant to purchase shares of common
stock of the Company, in accordance with the terms and conditions in a Letter
Agreement, including as Exhibit A thereto the Securities Purchase Agreement –
Standard Terms, between the Company and Treasury (the “CPP Transaction”);
and

    


    B.              The
Company has adopted a Capital Purchase Program Agreement Regarding Executive
Compensation Limitations – Omnibus Amendment of All Compensation Plans (the
“Compensation Plans
Amendment”), a copy of which has been provided to Executive, pursuant to
which the Company has amended all of its and its subsidiaries’ compensation,
benefit or other plans, programs, contracts, arrangements, agreements or
understandings which provide payment(s) and/or benefit(s) which are compensatory
in nature for services rendered as an employee of the Company and/or any of its
subsidiaries, whether currently existing or adopted or entered into after the
date of this Agreement, and whether written or unwritten (collectively, the
“Compensation Plans”),
for purposes of complying with certain requirements of Section 111(b) of the
EESA and the CPP with respect to executive compensation of senior executives of
the Company, in accordance with the guidance and regulations issued by the
Treasury Department with respect to the CPP (the “CPP
Requirements”).

    


    NOW, THEREFORE, in consideration of
the mutual premises and agreements herein contained, and other good and valuable
consideration, the receipt and adequacy of which is hereby acknowledged, the
Executive, intending to be legally bound, hereby agrees as follows:

    


    1. Effectiveness;
Term.  This Consent is
contingent upon, and will become effective on, the later of: (a) the date the
CPP Transaction is consummated and (b) the date Executive becomes a senior
executive officer (an “SEO”) for purposes of, and
subject to, the CPP Requirements (the “Effective
Date”).  If the CPP Transaction is not consummated or Executive
is not and does not become an SEO subject to the CPP Requirements, this Consent
shall have no legal effect.  With the exception of Section 5 below,
this Consent shall remain in effect for as long as the Treasury Department holds
any equity or debt of the Company that was acquired pursuant to the CPP
Transaction (the “Term”).  This
Consent shall terminate on the first date the Treasury Department no longer
holds any equity or debt of the Company that was acquired pursuant to the CPP
Transaction or, as applicable under the CPP Requirements, the date the SEO is no
longer subject to the CPP Requirements.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    2. Application.  Executive agrees
that the Compensation Plans Amendment shall be effective as to
Executive.

     

    3. Review
and Further Amendment of Compensation Plan to Avoid Unnecessary and Excessive
Risks.  Executive understands that in addition to adopting the
Compensation Plans Amendment, the Company is required under the CPP Requirements
to review, initially and periodically, its Compensation Plans to ensure that
they do not encourage SEOs to take unnecessary and excessive risks that threaten
the value of the Company.  To the extent the Company concludes that
such review requires revisions to any Compensation Plan with respect to
Executive, Executive and the Company agree that the Company may make such
changes to the Compensation Plan as it deems necessary or appropriate to comply
with the CPP Requirements without the further consent or agreement of
Executive.

     

    4. Amendments.  This
Consent may be amended, modified, superseded, canceled, renewed or extended, and
the terms and conditions hereof may be waived, only by written instrument signed
by the Company and Executive or, in the case of a waiver, by the Company or
Executive waiving compliance; provided, that no such action
may conflict with the CPP Requirements.  No delay on the part of the
Company or Executive in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any waiver on the part of the Company or
Executive of any right, power or privilege hereunder, nor any single or partial
exercise of any right, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, power or privilege
hereunder.  Executive hereby further consents and agrees to any
amendment to this Consent or the Compensation Plans necessary for the Company to
participate in the CPP Transaction or comply with the CPP
Requirements.

     

    5. Governing
Law.  This Consent shall be governed by and construed in
accordance with the laws of the State of Mississippi, without regard to its
principle of conflicts of law, except to the extent preempted by federal
law.

     

    IN WITNESS WHEREOF, Executive has
executed this Consent as of the date first above written.

     

    
      	
              EXECUTIVE

            
	 
      
	
              _____________________________

            
	
                        
      [name]

            


    

     

    
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