AGREEMENT AND PLAN OF REORGANIZATION by and among TRUSTMARK CORPORATION and REPUBLIC BANCSHARES OF TEXAS, INC. Dated as of April 13, 2006

 

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EXHIBIT C

to

Agreement and Plan of Reorganization

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AFFILIATE AGREEMENT

_______________, 2006

Trustmark Corporation

P. O. ▇▇▇ ▇▇▇

▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Dear Ladies and Gentlemen:

I am a shareholder of Republic Bancshares of Texas, Inc., a Texas corporation (“Republic”), and may become a shareholder of Trustmark Corporation, a Mississippi corporation (“Trustmark”), when Republic merges with and into Trustmark (the “Merger”) pursuant to an Agreement and Plan of Reorganization dated as of April 13, 2006 (the “Merger Agreement”), between Trustmark and Republic. In consideration of the Merger Agreement and the benefits I will derive therefrom, I hereby enter into this Affiliate Agreement (“Agreement”) with Trustmark as follows:

1.    Affiliate Status; Accounting and Tax Treatment. I understand that I may be considered an “affiliate” of Republic, that Trustmark intends to account for the Merger as a purchase, and that Trustmark intends to treat the Merger as a tax-free reorganization under Section 368 of the Internal Revenue Code (the “Code”).

2.    Covenants and Warranties. I represent, warrant, covenant, and agree that:

(a)    I understand that Trustmark is under no obligation to register the sale, transfer, or other disposition of shares of common stock of Trustmark (the “Trustmark Common Stock”) by me or on my behalf under the Securities Act of 1933 (the “Securities Act”) or to take any other action necessary in order to make compliance with an exemption from such registration available.

(b)    I understand that stop transfer instructions will be given to Trustmark's transfer agent with respect to shares of Trustmark Common Stock issued to me as a result of the Merger and that there may be placed on the certificates for such shares, or any substitutions therefor, a legend stating in substance:

“The shares represented by this certificate were issued in a transaction to which Rule 145 promulgated under the Securities Act of 1933 applies. The shares represented by this certificate may be transferred only in accordance with the terms of an agreement, dated as of April ___, 2006, between the registered holder hereof and Trustmark, a copy of which agreement is on file at the principal offices of Trustmark.”

(c)    I understand that, unless any transfer by me of the Trustmark Common Stock issued to me as a result of the Merger is made in conformity with the provisions of Rule 145(d) under the Securities Act, Trustmark reserves the right, in its sole discretion, to place the following legend on the certificates issued to my transferee:

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“The shares represented by this certificate were received in a transaction to which Rule 145 under the Securities Act of 1933 applies. The shares have been acquired by the holder not with a view to, or for resale in connection with, any distribution thereof within the meaning of the Securities Act of 1933 and may not be offered, sold, pledged, or otherwise transferred except in accordance with an exemption from the registration requirements of the Securities Act of 1933.”

(d)    It is understood and agreed that the legends set forth in paragraphs 2(b) and (c) above shall be removed by delivery of substitute certificates without such legends if I shall have delivered to Trustmark: (i) a copy of a “no-action” letter from the staff of the Securities and Exchange Commission (the “SEC”), or an opinion of counsel in form and substance reasonably satisfactory to Trustmark, to the effect that such legend is not required for purposes of the Securities Act; or (ii) evidence or representations satisfactory to Trustmark that the Trustmark Common Stock represented by such certificates is being or has been sold in conformity with the provisions of Rule 145(d).

3.    Agreement on Voting. I hereby agree that I will vote all shares of capital stock of Republic (the “Republic Stock”) which I own or control, directly or indirectly, (i) in favor of the Merger Agreement and the Merger and any other action requested by Trustmark in furtherance thereof, (ii) against any action or agreement that would result in a breach of any covenant, representation, or warranty or any other obligation or agreement of Republic contained in the Merger Agreement, or any of my other obligations or agreements under this Agreement and (iii) against any Acquisition Proposal (as that term is defined in Section 8.3 of the Merger Agreement) or any other action, agreement, or transaction that is intended, or could reasonably be expected, to materially impede, interfere or be inconsistent with, delay, postpone, discourage, or materially or adversely affect the consummation of the Merger or this Agreement. Furthermore, I understand and agree that the voting of my shares of Republic Stock in favor of the Merger will waive any right I may have to dissent from the Merger pursuant to the provisions of Article 5.12 of the Texas Business Corporation Act, as amended.

4.    No Transfers. Prior to the special shareholders meeting of Republic to approve the Merger, I agree not to, directly or indirectly, sell, transfer, pledge, assign or otherwise dispose of, or enter into any contract, option, commitment or other arrangement or understanding with respect to the sale, transfer, pledge, assignment or other disposition of, any of my shares of Republic Stock. In the case of any transfer by operation of law, this Agreement shall be binding upon and inure to the transferee(s). Any transfer or other disposition in violation of the terms of this Section 4 shall be null and void.

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5.    Other Persons. I recognize and agree that the foregoing provisions of Sections 2, 3, and 4 also apply to: (i) my spouse; (ii) any relative of me or my spouse who shares my home; (iii) any trust or estate in which I, my spouse, or any such relative collectively own at least a ten percent (10%) beneficial interest or of which any of the foregoing serves as trustee, executor, or in any similar capacity; and (iv) any corporation or other organization in which I, my spouse, and any such relative collectively own at least ten percent (10%) of any class of equity securities or of the equity interest.

6.    Filing of Reports by Trustmark Corporation. Trustmark shall, for a period of two years after the consummation of the Merger, use its best efforts to file on a timely basis all reports with the SEC required to be filed by it pursuant to Section 13 of the Securities Exchange Act of 1934, as amended, so that the public information provisions of Rule 145(d) promulgated by the SEC as the same are presently in effect will be available to the undersigned in the event the undersigned desires to transfer any shares of Trustmark Common Stock issued to the undersigned pursuant to the Merger.

7.    Miscellaneous.

(a)    Any notice required to be sent to any party hereunder shall be sent by registered or certified mail, return receipt requested, using the addresses set forth herein or in the Merger Agreement or such other addresses as shall be furnished in writing by the parties.

(b)    This Agreement shall be governed by the laws of the State of Texas.

8.    Understanding of Requirements. I have carefully read this Agreement and the Merger Agreement and discussed their requirements and other applicable limitations upon my ability to sell, transfer, or otherwise dispose of Trustmark Common Stock after the Merger, to the extent I felt necessary, with my counsel or counsel for Republic.

 

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This Agreement is executed as of this the ____ day of ____________, 2006.

			Very truly yours,
			Signature
			Print Name
			Address
Accepted this _____ day of ________________, 2006.
Trustmark Corporation
By:
Its:

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EXHIBIT D

to

Agreement and Plan of Reorganization

 

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AMENDMENT TO

EMPLOYMENT AGREEMENT

The Employment Agreement effective as of the 7th of February, 2006 (the "Agreement") by and among Republic National Bank, a national banking association (the "Bank"), and Republic Bancshares of Texas, Inc., a Texas corporation (the "Company") (hereinafter jointly referred to as the "Employer"), and ▇. ▇. ▇▇▇▇▇ (the "Executive"), an individual who resides in Houston, Texas, is hereby amended, pursuant to Paragraph 15 of the Agreement, to clarify the original intent of the Agreement, as follows:

Paragraph 8(a) of the Agreement is amended by adding the following sentence at the end of that paragraph:

“The lump-sum payment under this Paragraph 8(a) shall reduce, dollar-for-dollar, any separation payment that otherwise would be owed to the Executive pursuant to Paragraph 5(a) of the Agreement if the Executive was terminated by the Employer (or its successor) without Cause, or if the Executive terminated this Agreement for Good Reason, following a Change in Control.”

Because this amendment clarifies the original intent of the parties to the Agreement, the amendment shall be effective as of February 7, 2006, as if it had been included in the original Agreement. All other provisions of the Agreement shall remain in full force and effect on and after the date of this amendment.

IN WITNESS WHEREOF, the parties have caused this amendment to be duly executed as of ___________________, 2006. The Executive hereby acknowledges receipt of a copy of this amendment duly signed by the Employer.

EXECUTIVE:		EMPLOYER:
		Republic National Bank
		By:
▇. ▇. ▇▇▇▇▇		Name:
		Title:
		Republic Bancshares of Texas, Inc.
		By:
		Name:
		Title:

 

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EXHIBIT E

to

Agreement and Plan of Reorganization

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AMENDMENT TO

EMPLOYMENT AGREEMENT

The Employment Agreement effective as of the 7th of February, 2006 (the "Agreement") by and among Republic National Bank, a national banking association (the "Bank"), and Republic Bancshares of Texas, Inc., a Texas corporation (the "Company") (hereinafter jointly referred to as the "Employer"), and R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (the "Executive"), an individual who resides in Houston, Texas, is hereby amended, pursuant to Paragraph 15 of the Agreement, to clarify the original intent of the Agreement, as follows:

Paragraph 8(a) of the Agreement is amended by adding the following sentence at the end of that paragraph:

“The lump-sum payment under this Paragraph 8(a) shall reduce, dollar-for-dollar, any separation payment that otherwise would be owed to the Executive pursuant to Paragraph 5(a) of the Agreement if the Executive was terminated by the Employer (or its successor) without Cause, or if the Executive terminated this Agreement for Good Reason, following a Change in Control.”

Because this amendment clarifies the original intent of the parties to the Agreement, the amendment shall be effective as of February 7, 2006, as if it had been included in the original Agreement. All other provisions of the Agreement shall remain in full force and effect on and after the date of this amendment.

IN WITNESS WHEREOF, the parties have caused this amendment to be duly executed as of ___________________, 2006. The Executive hereby acknowledges receipt of a copy of this amendment duly signed by the Employer.

EXECUTIVE:		EMPLOYER:
		Republic National Bank
		By:
R. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇		Name:
		Title:
		Republic Bancshares of Texas, Inc.
		By:
		Name:
		Title:

 

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EXHIBIT F

To

Agreement and Plan of Reorganization

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EMPLOYMENT AGREEMENT

This Employment Agreement (this "Agreement") is effective as of _____________, 2006 (the "Effective Date"), by and among Trustmark National Bank, a national banking association (the “Bank”) and Trustmark Corporation, a Mississippi corporation (the “Company”) (hereinafter jointly referred to as the "Employer"), and ▇. ▇. ▇▇▇▇▇ (the "Executive"), an individual who resides in Houston, Texas.

W I T N E S S E T H:

 

In consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows:

1.    Employment. Employer agrees to employ the Executive as Chairman and Chief Executive Officer of Trustmark Texas. The Executive shall have responsibilities, duties and authority customarily accorded to and expected of an executive holding such position. The Executive agrees to devote full time, attention and efforts to promote and further the business of the Bank. The Executive shall report to the Chief Executive Officer of the Bank, and shall perform his duties under this Agreement in accordance with such reasonable standards established from time to time by such Chief Executive Officer.

 

2.    Compensation and Benefits. For all services rendered by the Executive to the Employer and its subsidiaries, the Employer shall compensate the Executive as follows:

 

(a)    Base Salary. Commencing on the Effective Date, the Employer agrees to pay the Executive a base salary of not less than $350,000 per annum, less applicable statutory deductions (the "Base Salary"), payable on a regular basis in accordance with the Employer's standard payroll procedures, but not less frequently than monthly. The amount of Base Salary shall be reviewed by the Chief Executive Officer of the Bank no less often than annually and may be increased from time to time by such amounts as the Human Resources Committee of the Employer at its discretion may decide.

 

(b)    Bonus Program. Executive shall be eligible for any bonus that may be associated with similarly situated officers, including but not limited to an annual bonus of up to 75% of his annual salary, based upon performance objectives for Trustmark Texas as jointly established by the Executive and the Chief Executive Officer of the Bank and the Executive’s performance evaluated against those performance objectives. It is contemplated that based on the Employer’s annual bonus program, the target bonus will be 50% of the Executive’s base salary. The Executive will have the opportunity by exceeding budget objectives by 10% to receive an annual bonus up to 75% of his annual salary. The Employer’s Executive Compensation Plan includes a threshold whereby the Executive receives 37.5% of the Executive’s annual salary if 90% of the budget objectives are met. These percentages are prorated based upon actual results achieved between 75% and 150% of the target, which is 50% of the Executive’s base salary. There is no bonus under the Employer’s annual bonus program if 90% of the budget objectives are not met by the Executive.

 

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(c)    Expenses. During the term of Executive's employment, Executive shall be reimbursed for any and all reasonable costs and expenses incurred by Executive in performance of his services and duties as specified in this Agreement or incurred by Executive on behalf of, or in furtherance of the business of, the Employer, including, but not limited to, professional dues and fees, and business expenses incurred in connection with travel and entertainment; provided, however, that Executive shall submit to the Employer satisfactory supporting receipts and information with respect to such reasonable costs and expenses.

 

(d)    Tax Planning. During the term of Executive's employment, Executive shall be reimbursed for reasonable costs and expenses incurred by Executive to obtain tax and estate planning services, up to a maximum reimbursement of $25,000; provided, however, that Executive shall submit to the Employer satisfactory supporting receipts and information with respect to such reasonable costs and expenses.

 

(e)    Other Benefits. During the term of Executive's employment, he shall be entitled (i) to receive health insurance benefits with the same coverages and deductibles as applicable to other senior executive officers; (ii) to participate in the Employer's other benefit plans such as 401k plans, deferred compensation plan, disability plans, vacation and sick leave, and other benefits; (iii) to continued use of the Employer-owned automobile provided for Executive’s use immediately before the Effective Date, or to an allowance of up to $1,000 per month to lease a comparable automobile for Executive’s use, provided the Executive operates and utilizes the automobile as the Executive’s principal business vehicle; and (iv) to membership, including the Employer’s payment of all fees and dues, at Champions Golf Club or another comparable club, the membership of which will continue until the Executive reaches the age of 65.

 

3.    Term of the Agreement. The term of this Agreement shall begin on the Effective Date and continue for three (3) years (the "Term") unless terminated sooner as herein provided, and such Term shall be automatically renewed for a period of three (3) years on each anniversary of the Effective Date (except for any anniversary occurring after termination of this Agreement) on the same terms and conditions contained herein in effect as of the time of renewal, unless either party delivers written notice to the other of its intention not to renew this Agreement at least sixty (60) days prior to any such anniversary date.

 

4.    Termination and Rights upon Certain Terminations. This Agreement and the Executive's employment may be terminated in any one of the following ways:

 

(a)    Termination as a Result of the Executive's Death. The death of the Executive shall immediately terminate this Agreement, and the Executive's estate shall be entitled to a payment of 50% of Executive's Base Salary, less applicable statutory deductions, for the remainder of the three (3) year Term during which Executive's employment terminates, which payment shall be made in one lump sum on the date of termination of Executive's employment or as soon as administratively feasible thereafter, but in no event after the later of (i) the last day of the calendar year in which Executive's employment terminates, or (ii) the fifteenth (15^th) day of the third calendar month following the date of termination of Executive's employment, and any other benefits under insurance programs and other employee plans in accordance with the terms of such arrangements.

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(b)    Termination on Account of Disability. If, as a result of incapacity due to physical or mental illness or injury, the Executive shall have been absent from his full-time duties hereunder for six (6) consecutive months and the Employer has in effect disability insurance providing coverage to Executive at least as beneficial to the Executive as is currently provided to the Executive by the Employer, the Employer may terminate the Executive's employment provided Executive is unable to resume his full-time duties with reasonable accommodation, and the Executive shall be entitled to payment of 50% of Executive's Base Salary, less applicable statutory deductions, for the remainder of the three (3) year Term during which Executive's employment terminates, which payment shall be made in one lump sum on the date of termination of Executive's employment or as soon as administratively feasible thereafter, but in no event after the later of (i) the last day of the calendar year in which Executive's employment terminates, or (ii) the fifteenth (15^th) day of the third calendar month following the date of termination of Executive's employment, and any other benefits under insurance programs and other employee plans in accordance with the terms of such arrangements.

 

(c)    Termination by the Employer for Cause. The Employer may terminate this Agreement for "Cause," which shall mean: (i) the Executive's acts of dishonesty; (ii) the Executive's acts of willful misconduct; (iii) the Executive's acts that breach his fiduciary duties to the Employer (or any subsidiary); or (iv) the Executive's acts which breach his obligations pursuant to this Agreement. Prior to termination for Cause, the Employer shall (i) provide the Executive with written notice describing in detail the actions taken by the Executive and the reasons why Employer believes that such actions constitute Cause, (ii) afford the Executive with the opportunity to attend a meeting of the entire Board of Employer at which he may make a presentation challenging the Employer's determination that Cause exists, which meeting shall not occur until ten (10) business days after Executive receives the written notice, and (iii) if, after such meeting, the Employer continues to believe that Cause exists, give Executive thirty (30) days to cure the basis for the Employer's determination that Cause exists. If the basis for the Employer's determination that Cause exists has not been cured within such thirty (30) day period, or if not practicable to be cured within thirty (30) days, the Executive has not made reasonable efforts to cure, then Employer may terminate this Agreement for Cause by giving written notice of termination to the Executive, specifically stating the grounds upon which the termination is based. In the event the Executive's employment is terminated by the Employer for Cause, the Executive shall be entitled to a lump sum cash amount representing all compensation and benefits earned by the Executive and unpaid as of the date of termination, less applicable statutory deductions, to be paid within six (6) days of termination.

 

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(d)    Termination without Cause by Employer or Termination by Executive for Good Reason Following a Change in Control of Company. At any time after the commencement of employment, (i) the Employer may without Cause terminate this Agreement and the Executive's employment, or (ii) Executive may terminate this Agreement and Executive’s employment for Good Reason (as defined in Paragraph 6) following a Change in Control of Company, effective thirty (30) days after written notice is provided by the terminating party to the other party. Upon the Executive's termination pursuant to this subparagraph (d), Executive shall be entitled to receive payment in the amount of his then existing base salary for the duration of the Post-Employment Restricted Period and any other benefits earned by Executive as of the date of termination, less applicable statutory deductions. Such payments shall be made in accordance with Employer’s usual payroll practices for senior executives.

 

(e)    Resignation of Executive. Except for a termination by Executive for Good Reason following a Change in Control of Company as set forth in subparagraph (d) above, Executive may voluntarily terminate the Term and resign from employment with Employer by written notice to Employer specifying the effective date of such resignation or termination and, in such event the termination shall be treated as a voluntary termination without Good Reason by Executive. Thereafter, Executive shall be entitled to receive payment in the amount of fifty percent (50%) of Executive’s then existing base salary for the duration of the Post Employment Restricted Period and any other benefits earned by Executive as of the date of termination, less applicable statutory deductions. Such payments shall be made in accordance with Employer’s usual payroll practices for senior executives.

 

(f)    Non-renewal of Term. In the event of either party’s non-renewal of this Agreement at the end of the Term, Executive shall be entitled to a lump sum cash amount representing all compensation and benefits earned by Executive and unpaid as of the date of termination, less applicable statutory deductions, to be paid within fourteen (14) days of termination.

 

5.    Termination Benefits. If Executive's employment is terminated at any time, in addition to the termination benefits described above in Paragraph 4, Executive shall be entitled to the post-termination benefits described below, provided that Executive (or his personal representative, in the case of the Executive’s death) has executed a release of claims in substantially the form attached to this Agreement and the release has become effective. For purposes of this Paragraph 5 and Paragraph 7, the term "Change in Control" shall mean the Company’s acquisition of Republic Bankshares of Texas, Inc. and its affiliates ("Republic") on the Effective Date.

 

(a)    The Employer shall provide medical, dental and prescription drug insurance coverage for Executive and his spouse and any dependents, comparable to the coverage to which the Executive was entitled under Republic’s plans immediately prior to the date of the Change in Control, until the death of Executive and his spouse and, in the case of dependents, until the dependents are no longer eligible for dependent coverage. The Employer shall pay all premiums associated with such coverage;

 

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(b)    Executive shall be entitled to a payment of $200 per month, payable on the first day of each month, which is intended to allow Executive to continue participation in all life insurance, accident and disability plans, programs or arrangements in which the Executive was entitled to participate prior to the date of termination, until the Executive's commencement of full time employment with a new employer;

 

(c)    Executive shall be entitled to payment by the Employer of the annual premiums for Executive's long-term care policy in effect at the time of the Change in Control until the end of the premium payment period for such policy; and

 

(d)    Executive shall be entitled to a payment of $600 per month, payable on the first day of each month, which is intended to allow Executive to continue membership at Champions Golf Club or another comparable club, until the later of (i) the expiration of the three (3) year Term during which Executive's employment terminates, or (ii) Executive's attainment of the age of 65.

 

Notwithstanding any provision of this Agreement to the contrary, if at the time of Executive's termination of employment with the Employer, he is a "specified employee" as defined in Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), no payment or benefit will be provided under this Section 5 until the earliest of (A) the date which is 6 months after the date of Executive's termination of employment, or (B) the date of Executive's death. The first sentence of this paragraph shall apply only to the extent required to avoid Executive's incurrence of any additional tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder. In addition, if any provision of this Agreement (or of any award of compensation) would cause Executive to incur any additional tax or interest under Section 409A of the Code or any regulations or Treasury guidance promulgated thereunder, the Employer shall reform such provision; provided that the Employer shall (i) maintain, to the maximum extent practicable, the original intent of the applicable provision without violating the provisions of Section 409A of the Code and (ii) notify and consult with the Executive regarding such amendments or modifications prior to adopting any such change.

 

6.    Good Reason Defined. For purposes of this Agreement, the Executive shall have "Good Reason" to terminate this Agreement and his employment hereunder if, without the Executive's prior written consent, (i) the Executive is demoted by means of a reduction in authority, responsibilities, duties or title to a position of materially less stature or importance within the Employer than as described in Paragraph 1 hereof; (ii) the Employer breaches this Agreement in any material respect and fails to cure such breach within ten (10) days after the Executive delivers written notice and a written description of such breach to the Employer, which notice shall specifically refer to this paragraph of this Agreement; (iii) the Employer materially reduces the Executive's Base Salary or materially reduces his benefits, or (iv) the Executive is transferred to an office outside of the greater Houston, Texas metropolitan area.

 

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7.    Certain Payments upon Change in Control. As a result of the Change in Control (as defined in Paragraph 5, above), Executive became entitled to receive a lump sum cash amount equal to $1,500,000, which shall be paid by Republic on or before the Effective Date. As a result of the Change in Control, Executive also became entitled to full rights, title and interest in Executive's office artwork, including but not limited to the painting of the 18^th green at Champions, as well as Executive's Republic-owned automobile, or an automobile of equivalent value; Republic shall deliver title to the artwork and automobile to Executive on or before the Effective Date, and shall also pay a lump sum payment to Executive equal to any income tax attributable to the artwork and automobile on or before the Effective Date. If any payments to which the Executive is entitled as a result of the Change in Control pursuant to (a) the two preceding sentences of this Paragraph 7, (b) any benefit plans or stock plans maintained by Republic prior to the Change in Control, (c) his employment agreement with Republic as in effect at the time of the Change in Control (the "Prior Agreement"), or (d) Paragraph 5 of this Agreement, would constitute "parachute payments" (as defined in Section 280G(b)(2) of the Code), the Executive shall receive additional payments ("Gross Up Payments"), so that after the payment by the Executive of all taxes (other than the tax under Section 4999 of the Code (the "Excise Tax")), penalties, and interest imposed upon the Gross Up Payments, the Executive shall retain an amount of the Gross Up Payments equal to the Excise Tax on all payments. In the case of the lump sum cash payment described in the first sentence of this Paragraph 7; the value of the artwork, automobile, and lump-sum payment described in the second sentence of Paragraph 7; any parachute payment attributable to stock options (whether or not exercised upon the Change in Control); and any other amount that was subject to the Excise Tax at the time of the Change in Control, Republic shall make the Gross Up Payments to Executive, and the Employer shall not assume responsibility for making the Gross Up Payments. All payments to be made, and actions to be taken, by Republic under this Paragraph 7 shall be referred to as the “Republic Change in Control Payments.” To the extent that payments due after the Change in Control pursuant to Paragraph 5 of this Agreement are deemed to be parachute payments, the Employer shall make the related Gross Up Payments to Executive.

 

8.    Time-Vested Stock Award. The Employer regards Executive’s services for an extended period after the Change in Control as being crucial to the continued success and future development of the business the Employer has acquired as a result of the Change in Control, and to the development of the Employer’s other business in the same region. In order to retain Executive’s services for an extended period following the Change in Control and to provide Executive with an opportunity to share directly in the success of the Employer’s business, the Employer will grant 16,130 shares of the Employer’s time-vested stock to the Executive as of the Effective Date, to vest over a period of three years following the Effective Date. A form of Time-Vested Stock Agreement setting forth the terms of the time-vested stock grant is attached to this Agreement.

 

9.    Non-Competition Covenant. The Executive hereby agrees that, during the Term and for a period of two (2) years following the termination of the Executive’s employment with the Employer (the “Post-Employment Restricted Period”), the Executive shall not engage or invest in, own, manage, operate, finance, control or participate in the ownership, management, operation, financing or control of, be employed by, lend the Executive’s name to, lend the Executive’s credit to or render services or advice to any business that competes with the Employer’s Business in the Houston-Sugar Land-Baytown metropolitan area (as defined by the United States Office of Management and Budget from time to time), or any successor “metropolitan statistical area” thereto; provided, however, that the Executive may purchase or otherwise acquire up to three percent of any class of securities of any enterprise if such securities are listed on any national or regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934, as amended. Nothing in this Agreement shall be construed to prevent Executive from seeking or holding employment or a consulting relationship after Executive’s term of employment, with any person, firm, corporation, or other entity, which is not in competition with the business of the Employer as defined in this Paragraph 9 of the Agreement. For purposes of this Agreement, the “Employer’s Business” means banking, trust, lending, other financial services, and other services related to or provided in connection with the operation of the Employer or any of its affiliates.

 

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10.   Non-Solicitation and Non-Inference Covenant. The Executive hereby agrees that, during the Term and for the Post-Employment Restricted Period, the Executive shall not directly or indirectly solicit, contact, call upon, or communicate with, or attempt to do so, any person or entity, or any representative of any person or entity, in order to obtain any business in competition with the Employer’s Business from any of the Employer’s or any of its affiliates’ depositors, borrowers, customers or suppliers with whom the Executive had Material Contact in the Houston-Sugar Land-Baytown metropolitan area (as defined by the United States Office of Management and Budget from time to time), or any successor “metropolitan statistical area” thereto. In addition, the Executive shall take no action that would interfere with the Employer’s or any affiliate’s relationship with any of its depositors, borrowers, customers or suppliers, regardless of whether the Executive had Material Contact with such depositors, borrowers, customers, or suppliers, by attempting to convince them to cease doing business with the Employer or any affiliate, or to reduce the quantity of such business, or to change its preferences to another financial services provider, lender, supplier, or vendor. For purposes of this Agreement, “Material Contact” means personal contact, or the supervision of the efforts of those who have direct personal contact with a depositor, borrower, customer or supplier, during the last two years of the Executive’s employment with the Employer and its affiliates (or with any predecessor that is acquired by the Employer or any affiliate).

 

11.   Non-Recruitment Covenant. The Executive agrees that, during the Term and for the Post-Employment Restricted Period, the Executive shall not, directly or indirectly, solicit or attempt to solicit any employee of the Employer or any of its affiliates for the purpose of encouraging, enticing, or causing said employee to terminate employment with the Employer or any of its affiliates. The Executive agrees that, during the Term and for the Post-Employment Restricted Period, the Executive shall not, directly or indirectly, hire or retain the services of any person who is, or was last, employed by the Employer or any of its affiliates.

 

12.   Non-Disparagement Covenant. The Executive hereby agrees that the Executive will not directly or indirectly disparage or subvert the business activities of the Employer or any of its affiliates, or make any statement reflecting negatively on the Employer or any of its affiliates, or any of their respective officers, directors, employees, affiliates, agents or representatives, including, but not limited to, any matters relating to the operation or management of the Employer or any of its affiliates, the Executive’s employment, and the termination of the Executive’s employment, irrespective of the truthfulness or falsity of such statement.

 

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13.   Non-Disclosure Covenant

 

(a)    Confidential Information Defined. The Executive acknowledges that Employer's business is highly competitive, that as of the Effective Date, Employer has given Executive Confidential Information of Employer that is a valuable, special and unique asset used by Employer in its business, and that such information is constantly evolving and changing. Executive agrees that protection of such Confidential Information against unauthorized disclosure and use is of critical importance to Employer. "Confidential Information" of Employer (or any subsidiary) means and includes confidential or proprietary information or trade secrets that have been or will be developed or used and that cannot be obtained readily by third parties from outside sources. Confidential Information includes, but is not limited to, the following: information regarding customers, contractors and the industry not generally known to the public; strategies, methods, books, records and documents; technical information concerning products, equipment, services and processes; procurement procedures, pricing and pricing techniques; information concerning past, current and prospective customers, investors and business affiliates (such as contact name, service provided, pricing, type and amount of services used, financial data and/or other such information); pricing strategies and price curves; positions; plans or strategies for expansion or acquisitions; budgets; research; financial and sales data; trading methodologies and terms; communications information; evaluations, opinions and interpretations of information and data; marketing and merchandising techniques; electronic databases; models; specifications; computer programs; contracts; bids or proposals; technologies and methods; training methods and processes; organizational structure; personnel information; payments or rates paid to consultants or other service providers; and other such confidential or proprietary information.

 

(b)    Non-Disclosure Obligations. The Executive agrees that he will not, at any time during or after his employment with Employer, make any unauthorized disclosure, directly or indirectly, of any Confidential Information of Employer, its subsidiary, or of any third parties that the Executive received in connection with his employment with Employer. The Executive also agrees that he shall deliver promptly to Employer at the termination of employment or at any other time at Employer's request, without retaining any copies, all documents and other material in the Executive's possession relating, directly or indirectly, to any Confidential Information or other information of Employer, or Confidential Information or other information regarding third parties, learned as an employee at Employer.

 

14.   Return of Employer Property. All records, designs, patents, business plans, financial statements, manuals, memoranda, lists, contracts and other property delivered to or compiled by the Executive by or on behalf of the Employer or their representatives, vendors or customers which pertain to the business of the Employer (including any subsidiary) shall be and remain the property of the Employer and subject at all times to its discretion and control. Likewise, all correspondence, reports, records, charts, advertising materials and other similar data pertaining to the business, activities or future plans of the Employer which is collected by Executive during the course of his employment with the Employer shall be delivered promptly to the Employer without request by it upon termination of Executive's employment.

 

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15.   Inventions. Executive shall disclose promptly to the Employer any and all significant conceptions and ideas for inventions, improvements and valuable discoveries, whether patentable or not, which are conceived or made by the Executive, solely or jointly with another, during the period of employment or within one (1) year thereafter, and which are directly related to the business or activities of the Employer and which the Executive conceives as a result of his employment hereunder. The Executive hereby assigns and agrees to assign all his interests therein to the Employer or its nominee. Whenever requested to do so by the Employer, the Executive shall execute any and all applications, assignments or other instruments that the Employer shall deem necessary to apply for and obtain Letters Patent of the United States or any foreign country or to otherwise protect the Employer's interest therein.

 

16.   Trade Secrets. The Executive agrees not to, during or after the term of this Agreement, directly or indirectly, disclose (or use for the benefit of any person other than the Employer) the specific terms of the Employer's (including any subsidiary) relationships or agreements with their respective significant vendors or customers or any other trade secret or other confidential business information of the Employer (including any subsidiary), whether in existence or proposed, to any person, firm, partnership, corporation or business for any reason or purpose whatsoever, except and only to the extent (i) such information is or becomes known to the public generally through no fault of the Executive or (ii) required by law or legal process following notice to the Employer.

 

17.   Enforcement and Remedies. 

 

(a)    Application. For purposes of the obligations contained in Paragraphs 9 through 16, the term “Employer” shall include Republic and its affiliates, and any reference to the business, customers, employees, confidential information, property, or similar matters of the Employer shall include the business, customers, employees, confidential information, property, or similar matters of Republic and its affiliates as such matters existed prior to the Effective Date.

 

(b)    Enforcement. It is the desire and intent of the parties hereto that the provisions of this Agreement shall be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, although the Executive and the Employer consider the restrictions contained in this Agreement to be reasonable for the purpose of preserving the Employer’s goodwill and proprietary rights, if any particular provision of this Agreement shall be adjudicated to be invalid or unenforceable, such provision shall be deemed amended to delete the portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made. It is expressly understood and agreed that although the Employer and the Executive consider the restrictions contained in Paragraph 9 to be reasonable, if a final determination is made by a court of competent jurisdiction that the duration or territory or any other restriction contained in this Agreement is unenforceable against the Executive, the provisions of this Agreement shall be deemed amended to apply as to such maximum duration and territory and to such maximum extent as such court may judicially determine or indicate to be enforceable.

 

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(c)    Remedies; Survival. The parties acknowledge that the Employer’s damages at law would be an inadequate remedy for the breach by the Executive of any provision of Paragraph 9, and agree in the event of such breach that the Employer may obtain temporary and permanent injunctive relief restraining the Executive from such breach, and, to the extent permissible under the applicable statutes and rules of procedure, a temporary injunction may be granted immediately upon the commencement of any such suit. Nothing contained herein shall be construed as prohibiting the Employer from pursuing any other remedies available at law or equity for such breach or threatened breach of Paragraph 9, or for any breach or threatened breach of any other provision of this Agreement. The obligations contained in Paragraphs 9 through 13, 15, and 16 shall survive the termination or expiration of the Executive’s employment with the Employer and, as applicable, shall be fully enforceable thereafter in accordance with the terms of this Agreement.

 

(d)    Arbitration. Any unresolved dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration, conducted in the state in which the Employer's main office is located, in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association ("AAA") then in effect, provided that the Executive and the Employer shall comply with the Employer's grievance procedures in an effort to resolve such dispute or controversy before resorting to arbitration, and provided further that the parties may agree to use an arbitrator other than those provided by the AAA. The arbitrator shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any injured party. A decision of the arbitration panel shall be final and binding. Judgment may be entered on the arbitrator's award in any court having jurisdiction. The direct expense of any arbitration proceeding shall be apportioned by the arbitration award.

 

18.   Successor; Binding Agreement. The Employer shall require any successor (whether direct or indirect, by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the business and/or assets of the Employer to agree to assume and to assume all of the obligations of the Employer under this Agreement upon or prior to such succession taking place. A copy of such assumption and agreement shall be delivered to Executive promptly after its execution by the successor. However, this Agreement is personal to the Executive and the Executive may not assign or transfer any part of his rights or duties hereunder, or any compensation due to him hereunder, to any other person, except that this Agreement shall inure to the benefit of and be enforceable by the Executive's personal or legal representatives, executors, administrators, heirs, distributees, devisees or beneficiaries.

 

19.   Modification; Waiver. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing signed by the Executive and by such director of the Employer as may be specifically designated by the Board. Waiver by any party of any breach of or failure to comply with any provision of this Agreement by the other party shall not be construed as, or constitute waiver of such provision, or a waiver of any other breach of, or failure to comply with, any other provision of this Agreement.

 

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20.   Notice. All notices, requests, demands and other communications required or permitted to be given by either party shall be in writing, deemed to have been given when delivered personally or received by certified or registered mail, return receipt requested, postage prepaid, at the address of the other party as follows:

 

If to the Employer to:
	Trustmark Corporation
	▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	Post Office ▇▇▇ ▇▇▇
	▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
	Attention: Chief Executive Officer
If to Executive to:
	▇. ▇. ▇▇▇▇▇
	▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
	▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Either party hereto may change its address for purposes of this Paragraph 20 by giving fifteen (15) days prior notice to the other party hereto.

21.   Governing Law. This Agreement has been executed and delivered in the State of Texas, and its validity, interpretation, performance and enforcement shall be governed by the laws of that State.

 

22.   Complete Agreement. 

 

(a)    No Other Agreement. This Agreement sets forth the entire agreement of the parties relating to the subject matter hereof, and supersedes any other employment agreements or understandings, written or oral, between the Employer, its predecessors and the Executive. The Executive has no oral representations, understandings or agreements with the Employer or any of its officers, directors or representatives covering the same subject matter as this Agreement. This Agreement is the final, complete and exclusive statement and expression of the agreement between the Employer and the Executive and of all the terms of this Agreement, and it cannot be varied, contradicted or supplemented by evidence of any prior or contemporaneous oral or written agreements.

 

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(b)    Effect on Prior Agreement. This Agreement replaces and supersedes the Executive’s Prior Agreement with Republic as of the Effective Date. Republic shall be responsible for making the Change in Control payments described in Paragraph 7 of this Agreement upon the consummation of the Change in Control. By signing this Agreement, Executive acknowledges that any rights Executive had under the Prior Agreement (including, but not limited to, the right to require a successor to assume the Prior Agreement), and any corresponding obligation under the Prior Agreement of Republic, the Employer (as successor to Republic), or the affiliates of either of them, are superseded by this Agreement, except as provided in the preceding sentence with respect to Republic’s obligation to make the Change in Control payments described in Paragraph 7 of this Agreement. Republic, its affiliates, and the officers, directors, and shareholders of Republic and its affiliates shall be third-party beneficiaries of this Paragraph 22.

 

23.    Severability. If any portion of this Agreement is held invalid or inoperative, the other portions of this Agreement shall be deemed valid and operative and, so far as is reasonable and possible, effect shall be given to the intent manifested by the portion held invalid or inoperative.

 

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IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the date first written above. The Executive hereby acknowledges receipt of a copy of this Agreement duly signed by the Employer.

 

	EMPLOYER:
	Trustmark Corporation
	By:
	Name:
	Title:
	Trustmark National Bank
	By:
	Name:
	Title:
	EXECUTIVE:
	▇. ▇. ▇▇▇▇▇

 

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FORM OF RELEASE

In consideration of the payments and mutual promises and covenants set forth in his employment agreement with Trustmark Corporation, the Executive, on behalf of himself, his heirs, successors, current and former agents, representatives, attorneys, assigns, executors, beneficiaries, and administrator, hereby releases and forever discharges Trustmark Corporation and each and all of its current and former parents, divisions, subsidiaries and affiliates and each and all of their predecessors, successors, assigns, officers, directors, attorneys, shareholders, employees, representatives and agents (collectively the "Trustmark Group"), from any and all charges, complaints, claims, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts and expenses (including attorneys’ fees) of any nature whatsoever, whether in law or in equity, that the Executive now has or ever may have had against the Trustmark Group, including, but not limited to, any and all matters related in any way to Executive’s employment with or separation from Trustmark, as well as all claims under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Americans with Disabilities Act, the Age Discrimination in Employment Act, the Older Worker Benefit Protection Act, the Employee Retirement Income Security Act of 1974, the National Labor Relations Act, the Immigration Reform and Control Act, the Workers Adjustment and Retraining Notification Act, the Occupational Safety and Health Act, the Family and Medical Leave Act, any other federal, state or local anti-discrimination, wage or benefits laws, and any other contractual or tort claims relating to Executive’s employment with or separation from employment with Trustmark. Executive further agrees that, if any agency or court assumes jurisdiction over any complaint or charge covered by the release above, Executive shall request immediate dismissal of the matter.

Executive represents that he has not filed, nor has he assigned to any third person, any claims, charges or actions against Trustmark Corporation or the Trustmark Group. Further, Executive agrees not to assist any third party with any claim brought against Trustmark Corporation or the Trustmark Group, unless Executive’s assistance is required by law.

By signing this Release, the Executive acknowledges and agrees that:

(a)    he has been afforded a reasonable and sufficient period of time for deliberation thereon and for negotiation of the terms thereof;

(b)    he has carefully read and understands the terms of this Release;

(c)    he has signed this Release freely and voluntarily and without duress or coercion and with full knowledge of its significance and consequences and of the rights relinquished, surrendered, released and discharged hereunder;

(d)    the only consideration for signing this Release are the terms stated herein and no other promise, agreement or representation of any kind has been made to him by any person or entity whatsoever to cause him to sign this Release;

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(e)    that Trustmark Corporation did offer him a minimum period of at least twenty-one (21) days after his receipt of this Release to review it; and

(f)    that Trustmark Corporation advised him that he had the opportunity to consult an attorney before signing this Release.

This Release may be revoked, in a writing sent to the Chairman of the Executive Committee of Trustmark Corporation, by the Executive at any time during the period of seven (7) calendar days following the date of execution by the Executive. If such seven (7) day revocation period expires without the Executive’s exercising his revocation right, the obligations of this Release will become fully effective on the eighth day after Executive’s execution of the Release (the “Effective Date”).

	EMPLOYER:
	Trustmark Corporation
	By:
	Name:
	Title:
	EXECUTIVE:
	▇. ▇. ▇▇▇▇▇

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FORM OF TIME-VESTED STOCK AWARD

TRUSTMARK CORPORATION

TIME-VESTED STOCK AGREEMENT

 

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Granted _______, 2006

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This Time-Vested Stock Agreement is entered into on ________, 2006, in part, pursuant to the 2005 Stock and Incentive Compensation Plan (the “Plan”) of Trustmark Corporation (the “Company”) and evidences, in part, the grant of Restricted Stock (as defined in the Plan), and the terms, conditions and restrictions pertaining thereto, to ___________ (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 defined in the Plan) as the Committee may determine, subject to such terms, conditions and restrictions as it may deem appropriate;

WHEREAS, pursuant to the Plan, the Committee has granted to the Associate a restricted stock award conditioned upon the execution by the Company and the Associate of a Time-Vested Stock Agreement setting forth all the terms and conditions applicable to such award; and

WHEREAS, outside of the Plan and in addition to the restricted stock award made pursuant to the Plan, the Company has also agreed to make certain Covenant Payments to the Associate subject to the terms and conditions provided herein;

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 Committee grants the Associate a restricted stock award (the “Award”) effective on ________, 2006 (“Award Date”), covering ____________ 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.

(a)

Subject to earlier vesting or forfeiture as hereinafter provided, the period of restriction (the “Period of Restriction”) applicable to the Award Shares is the period from the Award Date to the third anniversary of the Award Date.

 

(b)

Except as contemplated in Section 6, 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 Section 6, the applicable portion of the Award Shares shall become freely transferable by the Associate after the last day of the Period of Restriction.

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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 an Agreement dated «date 1», 2006. A copy of the Plan, such rules and procedures, and such Time-Vested 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.

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 and Forfeiture of Award Shares; and Covenant Payments.

(a)

If the Associate’s employment with the Company or its Subsidiaries ceases due to (1) the Associate’s death or disability (as defined for purposes of Section 22(e)(3) of the Internal Revenue Code), (2) termination of the Associate’s employment by the Company without Cause (as defined herein) or (3) voluntary termination by the Associate after a Change in Control, any remaining Period of Restriction applicable to the Award Shares shall automatically terminate, and the Award Shares shall be free of restrictions and freely transferable (referred to herein as “vesting”), with respect to that portion of the Award Shares determined to be vested under the Incremental Vesting Schedule (as defined below). If the Associate’s employment ceases as described in this Section 6(a), the Associate is not required to comply with the Covenant Obligations herein.

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(b)

If the Associate’s employment with the Company or its Subsidiaries ceases for any reason other than as provided in Section 6(a) (including, without limitation, termination by the Company for Cause or voluntary termination by the Associate prior to a Change in Control) during the Period of Restriction, any Award Shares shall be automatically forfeited to the Company; provided, however, upon a voluntary termination by the Associate during the Period of Restriction and prior to a Change in Control, the Associate shall be entitled to receive the Covenant Payments . Such Covenant Payments shall be made in accordance with Company's usual payroll practices; provided, however, if the Covenants Payments are considered to be nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code and if the Associate is a specified employee of a publicly traded corporation as required by Section 409A(a)(2)(B)(i) of the Internal Revenue Code because of his or her employment relationship with the Company, any payment in connection with a separation from service payment event (as determined for purposes of Section 409A of the Internal Revenue Code) shall not be made until six months after the Associate’s separation from service (the “409A Deferral Period”), and provided further that in the event Covenant Payments are deferred during the 409A Deferral Period, the payments which would otherwise have been made in the 409A Deferral Period shall be accumulated and paid in a lump sum as soon as the 409A Deferral Period ends, and the balance of the payments shall be made as otherwise scheduled. If the Associate’s employment ceases as described in this Section 6(b), the Associate is required to comply with the Covenant Obligations herein; provided, however, that if the Associate’s employment ceases after the occurrence of a Change in Control (as defined in the Plan) for any such reason other than a termination by the Company for Cause, the Associate is not required to comply with the Covenant Obligations herein. Notwithstanding anything to the contrary herein, if the Associate fails to comply with the Covenant Obligations, any and all remaining Covenant Payments shall automatically be forfeited to the Company; no Covenant Payment shall be made to the Associate pursuant hereto if the Release attached hereto is not provided to the Company, without revocation thereof, no later than forty-five (45) days after the Associate’s Termination Date; and no Covenant Payment hereunder shall be provided to the Associate prior to the Company’s receipt of the Release and the expiration of the period of revocation provided in the Release.

(c)

If the Associate fails to comply with his or her Confidentiality Obligation during the Period of Restriction, any Award Shares still subject to restrictions and all remaining Covenant Payments at the date of such failure shall be automatically forfeited to the Company.

(d)

For purposes of this Agreement, transfer of employment among the Company and its Subsidiaries shall not be considered a termination or interruption of employment.

(e)

The following terms have the following meanings for purposes hereof:

(i)

“Cause” means that the Associate has (A) committed an act of personal dishonesty, embezzlement or fraud, (B) has misused alcohol or drugs, (C) failed to pay any obligation owed to the Company or any affiliate of the Company, (D) breached a fiduciary duty or deliberately disregarded any rule of the Company or any affiliate of the Company, (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 of the Company, (H) or has engaged in any conduct constituting unfair competition, or (I) has induced any customer of the Company or any affiliate of the Company to breach a contract with the Company or any affiliate of the Company.

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(ii)

“Incremental Vesting Schedule” means the following portion of the Award Shares based on the period from the Award Date to the Associate’s Termination Date shall be vested:

If Termination Date Occurs On or After		And Termination Date Occurs Before		Then Vested Portion Is
Award Date		1 year, 3 months after Award Date		4/12s
1 year, 3 months after Award Date		1 year, 6 months after Award Date		5/12s
1 year, 6 months after Award Date		1 year, 9 months after Award Date		6/12s
1 year, 9 months after Award Date		2 years after Award Date		7/12s
2 years after Award Date		2 years, 3 months after Award Date		8/12s
2 years, 3 months after Award Date		2 years, 6 months after Award Date		9/12s
2 years, 6 months after Award Date		2 years, 9 months after Award Date		10/12s
2 years, 9 months after Award Date		3 years after Award Date		11/12s

For purposes of the Incremental Vesting Schedule, a date in a month other than the month of the Award Date means the numerically corresponding date in the other month, provided that if there is no such numerically corresponding date in the other month, then the applicable date in the other month shall be the last day of such other month.

(iii)

“Confidentiality Obligation” means the Associate agrees to keep the proprietary terms of this Agreement confidential and to refrain from disclosing any information concerning this Agreement to any one other than Associate’s spouse and personal advisors. Notwithstanding the foregoing, nothing in this Agreement is intended to prohibit the Associate from performing any duty or obligation that shall arise as a matter of law. Specifically, the Associate shall continue to be under a duty to truthfully respond to any legal and valid subpoena or other legal process. This Agreement is not intended in any way to proscribe the Associate’s right and ability to provide information to any federal, state or local agency in response or adherence to the lawful exercise of such agency’s authority.

(iv)

“Covenant Obligations” means each and all of the following:

 

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(A)    Non-Solicitation and Non-Interference. The Associate shall not directly or indirectly solicit, contact, call upon, or communicate with, or attempt to do so, any person or entity, or any representative of any person or entity, in order to obtain any business in competition with the Company Business from any of the Company’s or any of its affiliates’ depositors, borrowers, customers or suppliers with whom the Associate had Material Contact in the Houston-Sugar Land-Baytown metropolitan area (as defined by the United States Office of Management and Budget from time to time or any successor “metropolitan statistical area” thereto). These are referred to as "Metropolitan Statistical Areas" (MSAs)) during the last two years of the Associate’s employment with the Company and its affiliates (or any predecessor which is acquire by the Company or any affiliate) . In addition, the Associate shall take no action that would interfere with the Company’s or any affiliate’s relationship with any of its depositors, borrowers, customers or suppliers, regardless of whether the Associate had Material Contact with such depositors, borrowers, customers or suppliers, by attempting to convince them to cease doing business with the Company or any affiliate, or to reduce the quantity of such business, or to change its preferences to another financial services provider, lender, supplier or vendor. For purposes hereof, “Company Business” means the provision of banking, trust, lending, other financial services and other services related to or provided in connection with the operation of the Company or any of its affiliates; and “Material Contact” means personal contact or the supervision of the efforts of those who have direct personal contact with a depositor, borrower, customer or supplier.

(B)    Non-Recruitment. The Associate shall not directly or indirectly solicit or attempt to solicit any employee of the Company or any of its affiliates for the purpose of encouraging, enticing, or causing said employee to terminate employment with the Company or any of its affiliates.

(C)    Non-Hiring. The Associate shall not directly or indirectly hire or retain the services of any person who is, or was last, employed by the Company or any of its affiliates.

(D)    Non-Disparagement. The Associate shall not disparage or subvert the business activities of the Company or any of its affiliates, or make any statement reflecting negatively on the Company or any of its affiliates, or any of their respective officers, directors, employees, affiliates, agents or representatives, including, but not limited to, any matters relating to the operation or management of the Company or any of its affiliates, the Associate’s employment and the termination of the Associate’s employment, irrespective of the truthfulness or falsity of such statement.

The Associate agrees and acknowledges that the grant of the Award Shares, potential to vest therein and the opportunity to receive the Covenant Payments, together with the payment of $100 in addition thereto (the receipt of which is hereby acknowledged), are adequate consideration for his or her Covenant Obligations. The forfeiture of the Award Shares and any remaining Covenant Payments pursuant hereto shall not preclude the Company from pursuing enforcement of the Associate’s Covenant Obligations or from pursuing any other rights and remedies at law or in equity which it may have.

(iv)

“Covenant Period” means the period from the date the Associate’s employment with the Company or its Subsidiaries is terminated voluntarily by the Associate during the Period of Restriction through (A) the [second [for CEO] / first [for others]] anniversary of such date or (B) the third anniversary of the Award Date.

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(v)

“Covenant Payments” means fifty percent (50%) of the Associate's base salary at his or her Termination Date payable for the duration of the Covenant Period or, if shorter, until the date of the Associate’s death .

(vi)

“Termination Date” means the first date on or after the Award Date on which the Associate’s employment with the Company or its Subsidiaries ceases for any reason. Compliance with the Associate’s Confidentiality Obligation or Covenant Obligations shall not be considered part of the Associate’s period of employment for purposes of determining the Associate’s Termination Date.

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 and any Covenant Payments. 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 a 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, but not the obligation to make Covenant Payments, 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:

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Trustmark Corporation		Mailing Address
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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 or her address as it appears on the records of the Company.

11.   Construction. The portion of this Agreement pertaining to the Award shall be administered, interpreted and construed in accordance with the applicable provisions of the Plan. The portion of this Agreement pertaining to the Covenant Payments shall be governed by and construed in accordance with the substantive laws of the State of Mississippi, without giving effect to the principles of conflict of laws of such State. The obligations and covenants contained herein shall be presumed to be enforceable, and any reading causing unenforceability shall yield to a construction permitting enforcement. If any provision, term, phrase, or word shall be found unenforceable, it shall be severed and the remaining covenants and clauses enforced in accordance with the tenor of the Agreement. In the event a court should determine not to enforce a covenant as written due to overbreadth, the parties specifically agree that said covenant shall be enforced to the extent reasonable, whether said revisions be in time, territory, or scope of prohibited activities.

12.   Term of Agreement. Except for any Confidentiality Obligations and Covenant Obligations which continue pursuant to Section 6 after the Associate’s Termination Date and the Company’s obligation to make the Covenant Payments pursuant hereto, the term of this Agreement shall end on the date the Period of Restriction ends.

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>>

 

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EXHIBIT G

to

Agreement and Plan for Reorganization

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Trustmark Corporation

Peer Group

Per share Average Closing Price

Selection Criteria: Company designated peer group.

Name	City	St.	Ticker	4/12/06 Average Close	Final Average Close
Alabama National BanCorp.	Birmingham	AL	ALAB	$65.63
BancorpSouth Inc.	Tupelo	MS	BXS	$23.92
▇▇▇▇▇▇▇▇▇▇ Corp.	Burlington	VT	CHZ	$27.91
Citizens Banking Corp.	Flint	MI	CBCF	$25.65
Cullen/Frost Bankers Inc.	San Antonio	TX	CFR	$52.31
First Midwest Bancorp Inc.	Itasca	IL	FMBI	$35.69
FirstMerit Corp.	Akron	OH	FMER	$23.57
▇▇▇▇▇▇ Financial Corp.	Lancaster	PA	FULT	$16.55
Greater Bay Bancorp	Palo Alto	CA	GBBK	$26.50
▇▇▇▇▇▇▇ Holding Co.	Gulfport	MS	HBHC	$44.73
MB Financial Inc.	Chicago	IL	MBFI	$34.91
Old National Bancorp	Evansville	IN	ONB	$20.55
Pacific Capital Bancorp	Santa Barbara	CA	PCBC	$32.60
Park National Corp.	Newark	OH	PRK	$102.92
Sky Financial Group Inc.	Bowling Green	OH	SKYF	$25.39
South Financial Group Inc.	Greenville	SC	TSFG	$25.14
Susquehanna Bancshares Inc.	Lititz	PA	SUSQ	$24.08
UMB Financial Corp.	Kansas City	MO	UMBF	$68.11
United Bankshares Inc.	Charleston	WV	UBSI	$36.34
United Community Banks Inc.	Blairsville	GA	UCBI	$27.41
Valley National Bancorp	Wayne	NJ	VLY	$25.33
▇▇▇▇▇▇▇ Financial Corp.	Waterbury	CT	WBS	$47.42
Whitney Holding Corp.	New Orleans	LA	WTNY	$34.06
			Average	$36.81

 

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