0001140361-13-009623 Sample Contracts

TRUSTMARK CORPORATION FORM OF PERFORMANCE-BASED RESTRICTED STOCK AGREEMENT (Associate) Granted <<grant date>>
Performance-Based Restricted Stock Agreement • February 27th, 2013 • Trustmark Corp • National commercial banks

This Performance-Based Restricted Stock Agreement (“Agreement”) is entered into as of <<grant date>> (the “Award Date”) pursuant to the Trustmark Corporation 2005 Stock and Incentive Compensation Plan (the “Plan”), and evidences the grant of Restricted Stock and Restricted Stock Units (the “Award”) by Trustmark Corporation (the “Company”) and the terms, conditions and restrictions pertaining thereto, to the Participant.

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