Revised Form of Restricted Stock Agreement (under the 2005 Stock and Incentive Compensation Plan)

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:

(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.

(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).

(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).

Trustmark Corporation

248 E. Capitol Street

P.O. Box 291

Jackson, MS 39201

Jackson, MS 39205

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.

(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.