PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT
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
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.
Granted <<grant date>>
Period of Restriction and Vesting in the Award Shares .
Subject to earlier vesting or forfeiture as provid