Unassociated Document


    
      

    

    Exhibit
10-p

    


    TRUSTMARK
CORPORATION

    FORM
OF

    PERFORMANCE-BASED
RESTRICTED STOCK AGREEMENT

    


    
      
        
          	
                  Granted
      <<grant
date>>

                


        

      

    

    


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

    


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

    


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

    


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

    


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

    


    
      	
              2.

            	
              Period of Restriction
      and Vesting in the Award Shares.


            


    

    


    
      	
            	
              (a)

            	
              Subject
      to earlier vesting or forfeiture as provided below, the period of
      restriction (the “Period of Restriction”) applicable to the Award Shares
      is the period from the Award Date through <<end of restriction
      period>>, with vesting in the Award Shares being determined by the
      Company’s return on average tangible equity (“ROATE”) and total
      shareholder return (“TSR”) ranking for the <<number>> calendar
      quarters beginning <<beginning of measurement period>> and
      ending <<end of measurement period>> (the “Performance
      Period”) compared to the ROATE and TSR for the Peer Group (see
      Attachment A) as follows, where vesting in the Award Shares is equal
      to the number of the Award Shares multiplied by the sum of the vesting
      percentage in (A) and the vesting percentage in (B)
  below:

            


    

    


    
      
        
          
            
              
                
                  	 
      	
                          (A)

                        	 
      	 
      	
                          (B)

                        
	
                          ROATE

                        	
                          ROATE

                        	 
      	
                          TSR

                        	
                          TSR

                        
	
                          Ranking

                        	
                          Vesting Percentage

                        	 
      	
                          Ranking

                        	
                          Vesting Percentage

                        
	 
      	 
      	 
      	 
      	 
      
	
                          <<rank>>
      Percentile

                        	
                          100%

                        	
                          +

                        	
                          <<rank>>
      Percentile

                        	
                          100%

                        
	
                          <<rank>>
      Percentile

                        	
                          90%

                        	
                          +

                        	
                          <<rank>>
      Percentile

                        	
                          90%

                        
	
                          <<rank>>
      Percentile

                        	
                          70%

                        	
                          +

                        	
                          <<rank>>
      Percentile

                        	
                          70%

                        
	
                          <<rank>>
      Percentile

                        	
                          50%

                        	
                          +

                        	
                          <<rank>>
      Percentile

                        	
                          50%

                        
	
                          <<rank>>
      Percentile

                        	
                          32.5%

                        	
                          +

                        	
                          <<rank>>
      Percentile

                        	
                          32.5%

                        
	
                          <<rank>>
      Percentile

                        	
                          22.5%

                        	
                          +

                        	
                          <<rank>>
      Percentile

                        	
                          22.5%

                        
	
                          <<rank>>
      Percentile

                        	
                          17.5%

                        	
                          +

                        	
                          <<rank>>
      Percentile

                        	
                          17.5%

                        
	
                          Less
      than <<rank>>

                        	
                          0%

                        	
                          +

                        	
                          Less
      than <<rank>>

                        	
                          0%

                        


                

              

            

          

        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

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

    


    If the
aggregate vesting exceeds 100%, all Award Shares shall be vested and Excess
Shares shall be granted as provided in Paragraph 11.

    


    Except as
contemplated in Paragraph 2(b), the Award Shares may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated, otherwise than by
will or by the laws of descent and distribution, during the Period of
Restriction.  Except as otherwise provided pursuant to Paragraph 2(b),
the vested portion of the Award Shares as determined pursuant to Paragraph 2(a)
shall become freely transferable by the Associate as of the last day of the
Period of Restriction, and any unvested balance of the Award Shares at that time
shall be forfeited.

    


    All
determinations regarding vesting and entitlement to the Award Shares 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.

    


    
      	
            	
              (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 after the first calendar quarter
      in, but prior to the last day of, the Performance Period, then the ROATE
      and the TSR of the Company and the Peer Group shall be determined for all
      calendar quarters in the Performance Period ending on or prior to the date
      of the first such Vesting Acceleration Event and the vesting provisions
      set forth in Paragraph 2(a) shall be applied to a time-weighted portion of
      the Award Shares (determined by multiplying the number of Award Shares by
      a fraction (not to exceed one), the numerator of which is the number of
      complete calendar months from the beginning of the Performance Period to
      and including the Vesting Acceleration Event, and the denominator of which
      is the number of calendar months in the Performance Period) based on such
      ROATE and the TSR.  In such event, the Period of Restriction
      shall end, the restrictions applicable to the Award Shares shall
      automatically terminate, and the Award Shares shall be free of
      restrictions and freely transferable, all to the extent of the vested
      Award Shares as so determined.  In such event, the balance of
      the Award Shares which are not vested shall be immediately forfeited, and
      no Excess Shares (as otherwise provided for in Paragraph 11) shall be
      granted.  All determinations regarding vesting and entitlement
      to the Award Shares under this Paragraph 2(b) shall be made and certified
      to in writing by the Committee during the period beginning on the date of
      the Vesting Acceleration Event and ending 2-1/2 months following the end
      of the calendar quarter in which the Vesting Acceleration Event
      occurs.

            


    

    


    
      	
            	
              (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.

            


    

     

    
      
         

      

      
        - 2
-

        
          

        

      

      
         

      

    

     

    
      	
            	
              (ii)

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

            


    

    


    
      	
            	
              (iii)

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

            


    

    


    
      	
            	
              (iv)

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

            


    

    


    
      	
            	
              (A)

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

            


    

    


    
      	
            	
              (B)

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

            


    

    


    
      	
            	
              (C)

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

            


    

     

    
      
         

      

      
        - 3
-

        
          

        

      

      
         

      

    

     

    
      	
            	
              (D)

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

            


    

    


    
      	
              
              

            	
              (v)

            	
              “Vesting
      Acceleration Event” means the Associate’s death, the Associate’s
      retirement, with the consent of the Committee or its delegate, at or after
      age sixty-five (65) where there is no Cause (as defined herein) for the
      Company to terminate the Associate’s employment, the termination of the
      Associate’s employment with the Company and its Subsidiaries by the
      Company other than for Cause (as defined herein), the occurrence 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),
or

            


    

    


    
      	
            	
              (A)

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

            


    

    


    
      	
            	
              (B)

            	
              if
      the Associate has an Employment Agreement, the Associate’s termination of
      employment due to becoming disabled (as defined in his or her Employment
      Agreement or, if not so defined, as defined for purposes of Section
      22(e)(3) of the Internal Revenue Code), or the Associate’s termination of
      employment with the Company and its Subsidiaries at his or her own
      initiative for “Good Reason” (as defined in his or her Employment
      Agreement, but only if defined
therein).

            


    

    


    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.

    


    3.            
Stock
Certificates.  The stock certificate(s) for the Award Shares
shall be registered on the Company’s stock transfer books in the name of the
Associate.  Physical possession of the stock certificate(s) shall be
retained by the Company until such time as the restrictions hereunder
lapse.  The Associate shall provide a duly executed stock power in
blank to the Company.  The certificate(s) evidencing the Award shall
bear the following legend: 

    


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

    


    4.            
Voting
Rights.  During the Period of Restriction, the Associate may
exercise full voting rights with respect to the Award Shares. 

     

    
      
         

      

      
        - 4
-

        
          

        

      

      
         

      

    

     

    5.            
Dividends and Other
Distributions.  During the Period of Restriction, 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 deposited with the Company as provided in Paragraph
3.  Such dividends and other distributions shall be subject to the
same restrictions on transferability and vesting 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 underlying Award Shares are vested and freed of
restrictions.

    


    6.            
Termination of
Employment.  If the Associate’s employment with the Company and
its Subsidiaries ceases prior to the end of the Performance Period and Paragraph
2(b) does not apply or has not applied, then any Award Shares subject to
restrictions 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.

    


    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 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 restrictions thereon have lapsed).

    


    8.            
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 or lapse of
restrictions, 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. 

    


    9.            
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.  

    


    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

     

    
      
         

      

      
        - 5
-

        
          

        

      

      
         

      

    

     

    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.

    


    
      	
              11.

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

            


    

    


    
      	
            	
              (a)

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

            


    

    


    
      	
            	
              (b)

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

            


    

    


    
      	
            	
              (i)

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

            


    

    


    
      	
            	
              (ii)

            	
              Dividends
      and other distributions with respect to the Excess Shares after the date
      of grant thereof shall be deposited with the Company and shall be paid, to
      the extent vested, when and to the extent the underlying Excess Shares are
      vested and freed of restrictions.  No dividends and other
      distributions shall be accumulated for periods before the date of grant of
      the Excess Shares.

            


    

    


    
      	
            	
              (iii)

            	
              Subject
      to earlier vesting or forfeiture as provided below, if the Associate
      remains continuously employed by the Company or one of its Subsidiaries
      from the beginning of the Performance Period through <<Excess Share
      vesting date>> (the “Excess Share Regular Vesting Date”), then the
      Excess Shares shall be vested and shall become freely transferable by the
      Associate as of the last day of the Excess Share Regular Vesting
      Date.

            


    

    


    
      	
            	
              (iv)

            	
              Notwithstanding
      Paragraph 11(b)(iii) above, but subject to earlier forfeiture as provided
      below, in the event a Vesting Acceleration Event occurs while the
      Associate is employed by the Company or one of its Subsidiaries and on or
      after the last day of the Performance Period, but prior to the Excess
      Share Regular Vesting Date, then the Excess Shares shall be vested and
      shall become freely transferable by the Associate as of the date the
      Vesting Acceleration Event occurs.

            


    

    


    
      	
            	
              (v)

            	
              If
      the Associate’s employment with the Company and its Subsidiaries ceases
      prior to the Excess Share Regular Vesting Date and the Vesting
      Acceleration Event vesting in Paragraph 11(b)(iv) above does not apply,
      then the Excess Shares still subject to restrictions at the date of such
      cessation of employment shall be automatically forfeited to the
      Company.

            


    

    


    12.          
Construction.  This
Agreement shall be administered, interpreted and construed in accordance with
the applicable provisions of the Plan and in accordance with both the Award
Shares and the Excess Shares being a Performance-Based
Compensation Award (as defined in the Plan) and “performance-based
compensation” within the meaning of Section 162(m)(4)(C) of the Internal Revenue
Code.

     

    
      
         

      

      
        - 6
-

        
          

        

      

      
         

      

    

     

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

            


    

    


    
      	
            	
              (b)

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

            


    

    


    
      	
            	
              (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.

            


    

    


    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 as applicable to it, and the CPP with
respect to the compensation of each current and future employee 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.

     

    
      
         

      

      
        - 7
-

        
          

        

      

      
         

      

    

     

    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»

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
        - 8
-

        
          

        

      

      
         

      

    

     

    Attachment
A

    


    Listing of Peer
Group

    


    


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