ex10_v.htm


    
      

    

    Exhibit
10-v

    


    TRUSTMARK
CORPORATION

    CASH-SETTLED
PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT

    


    
      
        	
                
                  Granted
      January 27, 2009

                

              


      

    

    


    This
Cash-Settled Performance-Based Restricted Stock Unit Agreement (“Agreement”) is
entered into as of January 27, 2009, in connection with an equity based
compensation commitment in the Employment Agreement described below, by
Trustmark Corporation (the “Company”) and Richard G. Hickson
(the “Associate”).  This Agreement evidences the grant, and the
terms, conditions and restrictions pertaining thereto, of restricted stock units
(generally referred to as “Units”, “Award Units” and/or “Excess Units”) where
one Unit has the value of one share of the common stock of the Company (“Stock”
or “Shares”).  This Agreement and the award of Units are not made
pursuant to the Company’s 2005 Stock and Incentive Compensation Plan (the “2005
Plan”); however, certain definitions in and other operative provisions of the
2005 Plan are incorporated by reference from the 2005 Plan and made applicable
for purposes of this Agreement.

    


    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 Units.  The
Company, upon recommendation by the Committee and approval by the Company’s
Board of Directors on January 27, 2009, awarded to the Associate a
restricted stock unit award (the “Award”) effective on January 27, 2009
(“Award Date”), for 23,123 Units (the “Award Units”) subject to the terms,
conditions, and restrictions set forth in this
Agreement.  

    


    2.       
Period of
Restriction and
Vesting in the Award Units. 

     

    
      	
            	
              (a)

            	
              Subject
      to earlier vesting or forfeiture as provided below, the period of
      restriction (the “Period of Restriction”) applicable to the Award Units is
      the period from the Award Date through May 10, 2011, with vesting in
      the Award Units being determined based on both the Associate’s continued
      employment by the Company through May 10, 2011 (“service-based
      vesting”) and the Company’s return on average tangible equity (“ROATE”)
      and total shareholder return (“TSR”) ranking for the eight calendar
      quarters beginning January 1, 2009 and ending December 31, 2010
      (the “Performance Period”) compared to the ROATE and TSR for the Peer
      Group (see Attachment A) as follows, where vesting in the Award Units
      is equal to the number of the Award Units multiplied by the sum of the
      vesting percentage in (A) and the vesting percentage in (B) below
      (“performance-based
vesting”):  

            


    

     

    
      
        
          
            
              
                
                  
                    
                      	
                               

                            	 
      	
                              (A)

                            	 
      	
                               

                            	 
      	
                              (B)

                            
	
                              ROATE

                            	 
      	
                              ROATE

                            	 
      	
                              TSR

                            	 
      	
                              TSR

                            
	
                              Ranking

                            	 
      	
                              Vesting
      Percentage

                            	 
      	
                              Ranking

                            	 
      	
                              Vesting
      Percentage

                            
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                              75th
      Percentile

                            	 
      	
                              100%

                            	
                              +

                            	
                              75th
      Percentile

                            	 
      	
                              100%

                            
	
                              70th
      Percentile

                            	 
      	
                              90%

                            	
                              +

                            	
                              70th
      Percentile

                            	 
      	
                              90%

                            
	
                              60th
      Percentile

                            	 
      	
                              70%

                            	
                              +

                            	
                              60th
      Percentile

                            	 
      	
                              70%

                            
	
                              50th
      Percentile

                            	 
      	
                              50%

                            	
                              +

                            	
                              50th
      Percentile

                            	 
      	
                              50%

                            
	
                              40th
      Percentile

                            	 
      	
                              32.5%

                            	
                              +

                            	
                              40th
      Percentile

                            	 
      	
                              32.5%

                            
	
                              35th
      Percentile

                            	 
      	
                              22.5%

                            	
                              +

                            	
                              35th
      Percentile

                            	 
      	
                              22.5%

                            
	
                              30th
      Percentile

                            	 
      	
                              17.5%

                            	
                              +

                            	
                              30th
      Percentile

                            	 
      	
                              17.5%

                            
	
                              Less
      than 30th

                            	 
      	
                              0%

                            	
                              +

                            	
                              Less
      than 30th

                            	 
      	
                              0%

                            


                    

                  

                

              

            

          

        

      

    

    

      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    If the
Company’s ranking is above the 30th
percentile, but less than the 75th
percentile, then the performance-based 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
55th
percentile, then the vesting percentage is 60.0%).

    


    If the
aggregate performance-based vesting exceeds 100%, all Award Units shall be
vested (subject to applicable service-based vesting) and Excess Units shall be
granted as provided in Paragraph 11.

    


    All
determinations regarding performance-based vesting with respect to the Award
Units under this Paragraph 2(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.

    


    Except as
otherwise provided pursuant to Paragraph 2(b), settlement of the vested portion
of the Award Units as determined pursuant to Paragraph 2(a) (determined based on
both service-based and performance-based vesting) shall occur on May 10,
2011, and any unvested balance of the Award Units at that time shall be
forfeited.

     

    
      	
            	
              (b)

            	
              Subject
      to earlier forfeiture as provided
below:

            


    

     

    
      	
            	
              (i)

            	
              In
      the event a Vesting Acceleration Event occurs while the Associate is an
      employee of the Company and after the first calendar quarter in, but prior
      to the last day of, the Performance Period, then (A) the
      service-based vesting requirement in Paragraph 2(a) shall be considered
      met as of such Vesting Acceleration Event and (B) the ROATE and the
      TSR of the Company and the Peer Group for performance-based vesting
      purposes 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 performance-based vesting provisions set forth
      in Paragraph 2(a) shall be applied to a time-weighted portion of the Award
      Units (determined by multiplying the number of Award Units 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 Period of Restriction
      shall end and the Award Units shall be settled in cash, all to the extent
      of the vested Award Units as so determined.  In such event, the
      balance of the Award Units which are not vested shall be immediately
      forfeited, and no Excess Units (as otherwise provided for in Paragraph 11)
      shall be granted.  All determinations regarding vesting and
      entitlement to the Award Units under this Paragraph 2(b)(i) 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.  Settlement
      of such vested Award Units under this Paragraph 2(b)(i) shall occur
      immediately after the Committee’s
    certification.  

            


    

     

    
      	
            	
              (ii)

            	
              In
      the event a Vesting Acceleration Event occurs while the Associate is an
      employee of the Company and after the last day of the Performance Period
      but prior to May 10, 2011, then the Award Units which are
      contingently vested based on the performance-based vesting in Paragraph
      2(a) shall be deemed to have satisfied the service-based vesting
      requirement in Paragraph 2(a) as of such Vesting Acceleration
      Event.  In such event, the Period of Restriction shall end and
      the vested Award Units shall be settled in cash.  Settlement of
      such vested Award Units under this Paragraph 2(b)(ii) shall be immediate
      on the Vesting Acceleration Date.  This Paragraph 2(b)(ii) does
      not apply to Excess Units for which vesting and settlement is determined
      under Paragraph 11.

            


    


    
      
         


      

      
        - 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)

            	
              “Employment
      Agreement” means that
      employment agreement dated November 20, 2008 entered into by
      and between the Company and the Associate, as in effect on the Award
      Date.

            


    

     

    
      	
            	
              (iii)

            	
              “Peer
      Group” means the financial institutions listed on Attachment A
      hereto; provided that 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.

            


    

     

    
      	
            	
              (iv)

            	
              “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.

            


    

     

    
      	
            	
              (v)

            	
              “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
      andconverted 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:

            


    


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

     

    
      	
            	
              (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).

            


    

     

    
      	
            	
              (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.

            


    

     

    
      	
            	
              (vi)

            	
              “Vesting
      Acceleration Event” means the Associate’s death, the termination of
      the Associate’s employment with the Company by the Company other than for
      Cause (as defined herein), the occurrence of a Change in Control (as
      defined in the 2005 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), or the
      Associate’s termination of employment due to becoming disabled (as defined
      in his Employment Agreement, or the Associate’s termination of
      employment with the Company at his own initiative for “Good Reason” (as
      defined in his Employment Agreement, but only if defined
      therein). 

            


    

    


    3.       
Adjustment to Number
of Units for Capital Adjustments.  From the Award Date and
until settlement, the number of Units shall be proportionately, equitably and
appropriately adjusted by the Committee pursuant to Section 4.4 of the 2005 Plan
as though the Units were “Restricted Stock Units” (as defined in the 2005 Plan)
in order to retain the economic value or opportunity to reflect any stock
dividend, stock split, recapitalization, merger, consolidation, reorganization,
reclassification, combination, exchange of shares or similar event in which
the number or kind of Shares is changed without the receipt or payment of
consideration by the Company. 

    


    4.       
Dividends Credits.  From
the Award Date and until settlement, the Award Units shall have the following
Dividend Credits, determined as though each Award Unit was a
Share.  Dividends Credits are the amount of cash dividends and
distributions, and value (as determined by the Committee) of non-Stock property
dividends and other distributions, with respect to a Share determined on the
date of payment to Company shareholders.  Such Dividend Credits shall
be accumulated and shall be subject to the same vesting as the Award Units with
respect to which they are attributable and shall, to the extent vested, be
settled and paid in cash when and to the extent the underlying Award Units are
vested and settled.

    


    5.       
Settlement of Vested
Units and Dividend Credits.  Subject to Paragraph 13
(Compliance with Section 409A of the Internal Revenue Code), settlement of
vested Units shall be made in cash at the time provided herein in an amount
equal to the sum of (i) the product of the number of vested Units
multiplied by the Fair Market Value of a Share of Stock on the settlement date
and (ii) the amount of any vested Dividend Credits attributable to such
vested Units.

    


    6.       
Termination of
Employment. If the Associate’s employment with the Company or its
Subsidiaries ceases prior to the end of the Period of Restriction and Paragraph
2(b) does not apply or has not applied, then any unvested Award Units at the
date of such cessation of employment shall be automatically 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
interruption of employment.


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    

     

    7.       
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 Units when the
Units are settled or otherwise subject to such tax withholding.  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.

    


    8.       
Agreement
Administration and Amendment.  The Committee (as defined in and
determined under the 2005 Plan) has the authority to construe and interpret this
Agreement, to make rules of general application relating to this Agreement, to
amend this Agreement (provided that no modification shall, without the consent
of the Associate, adversely affect the Associate’s rights or the obligations of
the Company to the Associate).  All Committee determinations shall be
final, conclusive, and binding upon the Company and the
Associate.  The Company and the Associate hereby acknowledge, confirm
and agree that the Award is not granted under or pursuant to the 2005 Plan and
the terms of the 2005 Plan incorporated by reference herein shall govern the
Award as provided herein solely as a contractual convenience.

    


    9.         Severability.  In
the event any provision of this Agreement shall be held illegal or invalid for
any reason, the illegality or invalidity shall not affect the remaining parts of
this Agreement, and this Agreement shall be construed and enforced as if the
illegal or invalid provision had not been included. 

    


    10.     
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 address as it appears on the
records of the Company. 

    


    11.     
Terms and Conditions
Applicable to Excess Units Where Vesting in the Award Units Exceeds
100%.  

     

    
      	
            	
              (a)

            	
              Since
      performance-based vesting in the Award Units pursuant to Paragraph 2(a)
      equals the number of Award Units multiplied by the sum of the
      applicable ROATE vesting percentage and the applicable TSR vesting
      percentage, the aggregate performance-based vesting pursuant to Paragraph
      2(a) could exceed 100%.  In that event, additional Units (“Excess
      Units”) 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 performance-based vesting pursuant to Paragraph
      2(a) over 100% multiplied by the number of Award Units granted on the
      Award Date (as adjusted by the Committee pursuant to Section 4.4 of the
      2005 Planto reflect such
      events as stock dividends, stock splits, recapitalizations, mergers,
      consolidations or reorganizations of or by the Company).  No
      Excess Units shall be granted in connection with vesting pursuant to
      Paragraph 2(b).

            


    

     

    
      
        
        

      

      
        - 5
-

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              (b)

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

            


    

     

    
      	
            	
              (i)

            	
              Dividends
      Credits on Excess Units, determined as though each Excess Unit was a
      Share, shall be credited and accumulated from and after the date the
      Committee grants the Excess Units. Such Dividend Credits shall be
      accumulated and shall be subject to the same vesting as the Excess Units
      with respect to which they are attributable and shall, to the extent
      vested, be settled and paid in cash when and to the extent the underlying
      Excess Units are vested and
settled.

            


    

     

    
      	
            	
              (ii)

            	
              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 May 10, 2011
      (the “Excess Unit Regular Vesting Date”), then the Excess Units shall be
      vested and settlement of the vested Excess Units as determined pursuant
      hereto shall occur on the Excess Unit Regular Vesting Date, and any
      unvested balance of the Award Units at that time shall be
      forfeited.

            


    

     

    
      	
            	
              (iii)

            	
              Notwithstanding
      Paragraph 11(b)(ii) above, but subject to earlier forfeiture as provided
      below and Paragraph 13, in the event a Vesting Acceleration Event
      occurs while the Associate is employed by the Company and on or after the
      last day of the Performance Period, but prior to the Excess Unit Regular
      Vesting Date, then the Excess Units shall be vested and settlement of the
      vested Excess Units as determined pursuant hereto shall occur on the date
      the Vesting Acceleration Event
occurs.

            


    

     

    
      	
            	
              (iv)

            	
              If
      the Associate’s employment with the Company ceases prior to the Excess
      Unit Regular Vesting Date and the Vesting Acceleration Event vesting in
      Paragraph 11(b)(iii) above does not apply, then the unvested Excess Units
      at the time shall be automatically forfeited to the
    Company.

            


    

    


    12.       Governing
Law.  This Agreement shall be construed in accordance with and
governed by the laws of the State of Mississippi.

    


    13.     
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, May 10, 2011 for Award Units and May 10, 2011
      Excess Units),
      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 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 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 successor in interest
      harmless from any or all of such taxes or
  penalties.

            


    


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    

     

    
      	
            	
              (b)

            	
              Except
      as permitted under Section 409A, any 409A benefit payable to the Associate
      or for his 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 “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 December 31, 2008), 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 thirty-six (36) month
  period.

            


    

    


    14.     
CPP Limitations.  The
Company has participated 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”); and the Company is required to
comply with the requirements of Section 111(b) of the EESA, as amended from time
to time, and the CPP with respect to the compensation of certain current and
future employees of the Company (as determined for purposes of the EESA and the
guidance and regulations issued by the Treasury Department with respect to the
CPP (the “CPP Requirements”)), in accordance with the CPP
Requirements.  The Associate acknowledges and understands that this
Agreement shall be administered, interpreted and construed and, if and where
applicable, benefits provided hereunder shall be limited, deferred 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.  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.

    


    15.     
Unfunded Status and
Prohibition on
Assignment or
Alienation of Units.  All Units and related Dividend Credits
represent an unsecured, unfunded obligation of the Company to pay cash upon
settlement of vested Units and Dividend Credits.  The Units and
Dividend Credits may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, otherwise than by will or by the laws of descent and
distribution.

    


    16.      Creditors.  The
interests of the Associate under this Agreement are not subject to the claims of
creditors and may not, in any way, be assigned, alienated or encumbered. 

    


    17.      Successors.  This
Agreement shall be binding upon and inure to the benefit of the successors,
assigns, heirs, and legal representatives of the respective
parties.

    


    18.      Capitalized
Terms.  Capitalized terms in this Agreement have the meaning
assigned to them in the 2005 Plan, unless this Agreement provides, or the
context requires, otherwise.


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    

     

    19.     
Grants Satisfying
Employment Agreement.  The Associate acknowledges and
understands that this Agreement and two other equity compensation based
agreements of even date herewith contain grants which in the aggregate satisfy
the Company’s equity compensation commitment contained in Section 3.3C of his
Employment Agreement.

    


    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:

                        	
                          /s/ Louis E. Greer

                        	 
	 
      	
                          Its:

                        	
                          Treasurer and Principal Financial
      Officer

                        	 
	 
      	 
      	 
      	 
	 
      	
                          ASSOCIATE:

                        	 
	 
      	 
      	 
      	 
	 
      	
                          By:

                        	
                          /s/ Richard G. Hickson

                        	 
	 
      	 
      	
                          Richard G. Hickson

                        	 


                

              

            

          

        

      

    


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    Attachment
A

    


    Listing of Peer
Group

    


    


    
      
        
          	
                  Name

                	 
      	
                  Ticker Symbol

                	 
      	
                  City

                	 
      	
                  State

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  BancorpSouth,
      Inc.

                	 
      	
                  BXS

                	 
      	
                  Tupelo

                	 
      	
                  MS

                
	
                  Citizens
      Republic Bancorp, Inc.

                	 
      	
                  CRBC

                	 
      	
                  Flint

                	 
      	
                  MI

                
	
                  Commerce
      Bancshares, Inc.

                	 
      	
                  CBSH

                	 
      	
                  Kansas
      City

                	 
      	
                  MO

                
	
                  Cullen/Frost
      Bankers, Inc.

                	 
      	
                  CFR

                	 
      	
                  San
      Antonio

                	 
      	
                  TX

                
	
                  First
      Midwest Bancorp, Inc.

                	 
      	
                  FMBI

                	 
      	
                  Itasca

                	 
      	
                  IL

                
	
                  FirstMerit
      Corporation

                	 
      	
                  FMER

                	 
      	
                  Akron

                	 
      	
                  OH

                
	
                  F.N.B.
      Corporation

                	 
      	
                  FNB

                	 
      	
                  Hermitage

                	 
      	
                  PA

                
	
                  Fulton
      Financial Corporation

                	 
      	
                  FULT

                	 
      	
                  Lancaster

                	 
      	
                  PA

                
	
                  Hancock
      Holding Company

                	 
      	
                  HBHC

                	 
      	
                  Gulfport

                	 
      	
                  MS

                
	
                  MB
      Financial, Inc.

                	 
      	
                  MBFI

                	 
      	
                  Chicago

                	 
      	
                  IL

                
	
                  Old
      National Bancorp

                	 
      	
                  ONB

                	 
      	
                  Evansville

                	 
      	
                  IN

                
	
                  Pacific
      Capital Bancorp

                	 
      	
                  PCBC

                	 
      	
                  Santa
      Barbara

                	 
      	
                  CA

                
	
                  Park
      National Corporation

                	 
      	
                  PRK

                	 
      	
                  Newark

                	 
      	
                  OH

                
	
                  South
      Financial Group, Inc.

                	 
      	
                  TSFG

                	 
      	
                  Greenville

                	 
      	
                  SC

                
	
                  Sterling
      Financial Corporation

                	 
      	
                  STSA

                	 
      	
                  Spokane

                	 
      	
                  WA

                
	
                  Susquehanna
      Bancshares Inc.

                	 
      	
                  SUSQ

                	 
      	
                  Lititz

                	 
      	
                  PA

                
	
                  UMB
      Financial Corporation

                	 
      	
                  UMBF

                	 
      	
                  Kansas
      City

                	 
      	
                  MO

                
	
                  Umpqua
      Holdings Corporation

                	 
      	
                  UMPQ

                	 
      	
                  Portland

                	 
      	
                  OR

                
	
                  United
      Bankshares, Inc.

                	 
      	
                  UBSI

                	 
      	
                  Charleston

                	 
      	
                  WV

                
	
                  United
      Community Banks, Inc.

                	 
      	
                  UCBI

                	 
      	
                  Blairsville

                	 
      	
                  GA

                
	
                  Valley
      National Bancorp

                	 
      	
                  VLY

                	 
      	
                  Wayne

                	 
      	
                  NJ

                
	
                  Webster
      Financial Corporation

                	 
      	
                  WBS

                	 
      	
                  Waterbury

                	 
      	
                  CT

                
	
                  Whitney
      Holding Corporation

                	 
      	
                  WTNY

                	 
      	
                  New
      Orleans

                	 
      	
                  LA