-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NaIdZtapPZ0c3+j/xkdgPySkVyUtYBQZRMhn+nt6rW2/krgNRvmVJ8rM0MOrAC3K IPJWKM4M7k7DWV4ocFPCDg== 0001030798-01-000004.txt : 20010123 0001030798-01-000004.hdr.sgml : 20010123 ACCESSION NUMBER: 0001030798-01-000004 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010110 EFFECTIVENESS DATE: 20010110 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HANCOCK HOLDING CO CENTRAL INDEX KEY: 0000750577 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 640693170 STATE OF INCORPORATION: MS FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-53452 FILM NUMBER: 1504965 BUSINESS ADDRESS: STREET 1: ONE HANCOCK PLZ STREET 2: P.O. BOX 4019 CITY: GULFPORT STATE: MS ZIP: 39501 BUSINESS PHONE: 6018684605 MAIL ADDRESS: STREET 1: ONE HANCOCK PLZ STREET 2: P O BOX 4019 CITY: GULFPORT STATE: MS ZIP: 39501 S-8 1 0001.htm HHC FORM S-8 REGISTRATION STATEMENT HHC Form S-8 Registration Statement As filed with the Securities and Exchange Commission on January 9, 2001 Registration No. 333-_____ ______ ===============================================================================

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HANCOCK HOLDING COMPANY

(Exact Name of Registrant as Specified in Its Charter)

                       Mississippi                                                            64-0169065
                     (State or Other                                                         (I.R.S. Employer
              Jurisdiction of Incorporation                                                 Identification No.)
                    or Organization)

                                                         One Hancock Plaza
                                                          2510 14th Street
                                                    Gulfport, Mississippi 39501
                                                           (228) 868-4414
                                              (Address of Principal Executive Offices)

HANCOCK HOLDING COMPANY

DIRECTORS DEFERRED COMPENSATION PLAN

(Full Title of the Plan)

                                                           Carl J. Chaney
                                                      Chief Financial Officer
                                                      Hancock Holding Company
                                                         One Hancock Plaza
                                                    Gulfport, Mississippi 39501
                                              (Name and Address of Agent For Service)

                                                           (228) 868-4000
                                    Telephone Number, Including Area Code, of Agent For Service
                                                     _________________________

                                                  CALCULATION OF REGISTRATION FEE
==================================================================================================================================
                                                                    Proposed                Proposed
                                                                    Maximum                 Maximum
             Title Of Securities            Amount                  Offering               Aggregate
             To Be Registered(1)            To Be                  Price Per                Offering                Amount Of
                                          Registered                Share(2)                Price(2)             Registration Fee

- -----------------------------------------------------------------------------------------------------------------------------------
Common Stock, $3.33 par value           100,000 shares               $36.56                $3,656,000                  $914
===================================================================================================================================

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the Directors Deferred Compensation Plan described herein.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c), based upon the average of the
high and low sales prices per share on January 2, 2001, of Hancock Holding Company common stock, $3.33 par value, as reported on
the NASDAQ Stock Market.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

*  Item 1.                 Plan Information.

*  Item 2.                 Registrant Information and Employee Plan Annual Information.

*  The information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration
Statement in accordance with Rule 428 under the Securities Act of 1933, as amended, and the Note to Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents have been filed by Hancock Holding Company (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and are hereby incorporated by this reference:

(1) The Company's Annual Report on Form 10-K (Commission File no. 0-13089) for the fiscal year ended December 31, 1999, filed with the Commission on March 30, 2000;

(2) The Company's Quarterly Reports on Form 10-Q (Commission File no. 0-13089) for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000, filed with the Commission on May 15, 2000, August 14, 2000 and November 14, 2000, respectively; and

(3) The description of the Company's common stock set forth in the Company's registration statement on Form 8-K12G3 under the Exchange Act filed with the Commission on December 31, 1984.

In addition, all documents filed with the Commission by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing by the Company of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed by this reference to be incorporated in this Registration Statement and to be a part hereof from the date of filing such documents.

Item 4. Description of Securities.

This Item is not applicable because the shares of the Company's common stock registered hereby are included in a class of securities registered under Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel.

No expert named in the Registration Statement as having prepared or certified any part thereof or counsel for the Company named as having given an opinion on the validity of the securities registered or other legal matters in connection with the registration or offering of such securities was employed for such purpose on a contingent basis, or had or is to receive in connection with the offering a substantial or direct or indirect interest in the Company or any of its subsidiaries, or was connected to the Company or its subsidiaries as a promoter, underwriter, voting trustee, director, officer or employee.

Item 6. Indemnification of Directors and Officers.

Mississippi Code Ann. Section 79-4-8.50 provides in part that a corporation may indemnify any director, officer, employee or agent of the corporation against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any action, suit or proceeding to which he is or was a party or is threatened to be made a party (including any action by or in the right of the corporation), if such action arises out of his acts on behalf of the corporation and he acted in good faith and that he reasonably believed that conduct in his official capacity with the corporation was in the corporation's best interests and that in other cases, his conduct was not opposed to the corporation's best interests, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful.

The indemnification provisions of Mississippi Code Ann. Section 79-4-8.50 are not exclusive; however, a corporation may not indemnify any person who is adjudged liable to the corporation in an action by or in the right of the corporation or who is adjudged liable on the basis that personal benefit was improperly received by him. A corporation has the power to obtain and maintain insurance on behalf of any person who is or was acting for the corporation, regardless of whether the corporation has the legal authority to indemnify the insured person against such liability.

The Company's Articles of Incorporation and Bylaws provide for indemnification for directors, officers, employees and agents or former directors, officers, employees and agents of the Company to the full extent permitted by Mississippi law.

The Company maintains an insurance policy covering the liability of its directors and officers for actions taken in their official capacity.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Item 7. Exemption from Registration Claimed.

This Item is not applicable because no restricted securities are to be reoffered or resold pursuant to this Registration Statement.

Item 8. Exhibits.

4.1      Articles of Incorporation of the Company ((Commission File No. 0-13089), and incorporated herein by reference).

4.2      Bylaws of the Company ((Commission File No. 0-13089), and incorporated herein by reference).

4.3      Hancock Holding Company Directors Deferred Compensation Plan effective as of January 1, 2001.

5        Opinion of Phelps Dunbar, LLP as to the legality of the securities being registered.

23.1     Consent of Deloitte & Touche LLP.

23.2     Consent of Phelps Dunbar, LLP (included in Exhibit 5).

24       Powers of Attorney (included on the Signature Page attached hereto).

Item 9. Undertakings.

         The undersigned registrant hereby undertakes:

         (1)      To file, during any period in which offers of shares are being made, a post-effective amendment to this
registration statement:

                  (i)      To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

                  (ii)     To reflect in the prospectus any facts or events arising after the effective date of the registration
     statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
     fundamental change in the information set forth in the registration statement;

                  (iii)    To include any material information with respect to the plan of distribution not previously disclosed in
     the registration statement or any material change to such information in the registration statement;

         (2)      That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.

         (3)      To remove from registration by means of a post-effective amendment any of the securities being registered which
remain unsold at the termination of the offering.

         (4)      The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

         (5)      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in
the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with
the securities being registered, the registrant will submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Gulfport, State of Mississippi, on this
14th day of December, 2000.

HANCOCK HOLDING COMPANY

By:___________________________
George A. Schloegel Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by
the following persons in the capacities indicated on December 14, 2000.

/s/ George A. Schloegel Chief Executive Officer December 14, 2000
George A. Schloegel (Principal Executive Officer)

/s/ Carl J. Chaney Chief Financial Officer December 14, 2000
Carl J. Chaney (Principal Financial Officer
and Principal Accounting Officer)

SIGNATURE

The Plan. Pursuant to the requirements of the Securities Act of 1933, as amended, the trustees (or other persons who
administer the employee benefit plan) have duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Gulfport, State of Mississippi, on this 18th day of December, 2000.

HANCOCK HOLDING COMPANY
DIRECTORS DEFERRED COMPENSATION PLAN

By: __________________________
Title: Vice President Human Resources

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears immediately below constitutes and appoints
George A. Schloegel and Carl J. Chaney, each of them severally, each of whom may act without joinder of the other, as his true
and lawful attorneys-in-fact and agents, with full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and all
documents in connection therewith and all instruments necessary, appropriate or advisable to enable the Company to comply with
the Securities Act of 1933, as amended, and other federal and state securities laws, in connection with the Hancock Holding
Company Directors Deferred Compensation Plan, and to file any such documents or instruments with the Securities and Exchange
Commission, and to do and perform each and every act and thing requisite and necessary to be done, as fully and for all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any
of them or their substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.

Signature Title Date

/s/ Leo W. Seal, Jr. President and December 14, 2000
Leo W. Seal, Jr. Director

/s/ George A. Schloegel Chief Executive Officer December 14, 2000
George A. Schloegel and Director

___________________ Director, Chairman of the Board ___________,2000
Joseph F. Boardman, Jr.

______________________ Director ___________, 2000
James B. Estabrook, Jr.

/s/ Charles H. Johnson Director December 14, 2000
Charles H. Johnson

______________________ Director ___________, 2000
Victor Mavar

/s/ Christine L. Smilek Director December 14, 2000
Christine L. Smilek

/s/ Frank E. Bertucci Director December 14, 2000
Frank E. Bertucci

____________________________ Director ___________, 2000
James H. Horne

/s/ Carl J. Chaney Chief Financial Officer December 14, 2000
Carl J. Chaney (Principal Financial Officer
and Principal Accounting Officer)

                                                   EXHIBIT INDEX


*4.1     Articles of Incorporation of the Company (Commission File No. 0-13089).

*4.2     Bylaws of the Company (Commission File No. 0-13089).

4.3      Hancock Holding Company Directors Deferred Compensation Plan effective as of January 1, 2001.

5        Opinion of Phelps Dunbar, LLP as to the legality of the securities being registered.

23.1     Consent of Deloitte & Touche LLP.

23.2     Consent of Phelps Dunbar, LLP (included in Exhibit 5.1).

24       Powers of Attorney (included on the Signature Page attached hereto).

*        Incorporated herein by reference as indicated.

EX-4.3 2 0002.htm DIRECTORS DEFERRED COMPENSATION PLAN Directors Deferred Compensation Plan

HANCOCK HOLDING COMPANY

DIRECTORS DEFERRED COMPENSATION PLAN

                                              HANCOCK HOLDING COMPANY
                                        DIRECTORS DEFERRED COMPENSATION PLAN

                                                       INDEX
                                                                                                                PAGE

ARTICLE I - PURPOSE................................................................................................1

ARTICLE II - DEFINITIONS...........................................................................................1

ARTICLE III - RESERVATION OF SHARES................................................................................3
   Number and Type of Shares.......................................................................................3
   Cancellation....................................................................................................3
   Adjustment......................................................................................................3

ARTICLE IV - ELIGIBILITY AND PARTICIPATION.........................................................................3

ARTICLE V - FEES...................................................................................................4
   Stock in Lieu of Fees...........................................................................................4
   Certification...................................................................................................4

ARTICLE VI - DEFERRAL ELECTIONS....................................................................................4
   Deferrals.......................................................................................................4
   Establishment of Deferred Benefit Account.......................................................................5

ARTICLE VII - MAINTENANCE AND INVESTMENT OF DEFERRED BENEFIT
ACCOUNTS...........................................................................................................5
   Status of Account...............................................................................................5
   Investment Policy...............................................................................................5
   Investment Specifications.......................................................................................5
   Common Stock Credits............................................................................................6
   Accounting......................................................................................................6
   Valuation Notice................................................................................................7
   Investment Limitations for Affected Directors...................................................................7

ARTICLE VIII - SERVICE BENEFITS....................................................................................7
   Manner of Payment...............................................................................................7
   Form of Payment.................................................................................................7
   Amount of Service Benefits......................................................................................7
   Time of Payment.................................................................................................8
   Single-Sum Payment..............................................................................................8
   Schedule A......................................................................................................8

ARTICLE IX - DEATH BENEFITS........................................................................................8
   Beneficiary Designation.........................................................................................8
   Participant's Death Before Benefit Commencement Date............................................................9
   Participant's Death After Benefit Commencement Date.............................................................9
   Death of Beneficiary............................................................................................9
   Single-Sum Payment..............................................................................................9
   Form of Payment.................................................................................................9

ARTICLE X - HARDSHIP WITHDRAWALS AND OTHER DISTRIBUTIONS..........................................................10
   Hardship Withdrawal............................................................................................10
   Early Payments.................................................................................................11
   Change in Control..............................................................................................11
   Disability.....................................................................................................12

ARTICLE XI  - PLAN ADMINISTRATION.................................................................................12
   Powers.........................................................................................................12
   Payments.......................................................................................................12
   Delegation of Administrative Authority.........................................................................13
   Expenses.......................................................................................................13
   Exemption from Liability; Indemnification......................................................................13

ARTICLE XII - PARTICIPANTS' RIGHTS................................................................................13
   Spendthrift Provision..........................................................................................13
   Claim for Benefits.............................................................................................13
   Obligation for Benefit Payments................................................................................14
   Tax Reporting..................................................................................................14

ARTICLE XIII - MISCELLANEOUS......................................................................................14
   Termination of Plan............................................................................................14
   Amendment and Modification.....................................................................................14
   Funding........................................................................................................15
   Inurement......................................................................................................15
   Governing Law..................................................................................................15

HANCOCK HOLDING COMPANY
DIRECTORS DEFERRED COMPENSATION PLAN

Hancock Holding Company, a corporation organized and existing under the laws of the State of Mississippi (the "Company"), hereby establishes the Hancock Holding Company Directors Deferred Compensation Plan (the "Plan"), effective as of January 1, 2001 (the "Effective Date").

ARTICLE I
PURPOSE

The purpose of the Plan is to provide a means by which non-employee members of the Board of Directors of the Company and certain of its Affiliates (as defined below) can defer the receipt of fees. The Plan is intended to be an unfunded deferred compensation arrangement; in accordance with such intent, any obligation of the Company or an Affiliate to pay benefits hereunder shall be deemed to be an unsecured promise, and any right of a participant or beneficiary to enforce such obligation shall be solely as a general creditor of the Company or its Affiliate.

ARTICLE II
DEFINITIONS

2.1 Affiliate means any corporation or other form of entity of which the Company owns, directly or indirectly, 50% or more of the total combined voting power of all classes of stock or other equity interests, provided that such entity is designated by the Committee as a participating entity hereunder.

2.2 Beneficiary means the person, persons, entity or entities designated by a Participant to receive death benefits hereunder.

2.3 Benefit Commencement Date means the date on which the payment of a Participant's service benefit is paid or first commences. Such date shall be designated by each Participant on Schedule A.

2.4 Board or Board of Directors means the Board of Directors of the Company.

2.5 Change in Control means and shall be deemed to have occurred in accordance with Section 12(b) of the Hancock Holding Company 1996 Long-Term Incentive Plan, as amended from time to time, or in accordance with the provisions of any successor thereto.

2.6 Committee means the members of the Compensation Committee of the Board of Directors of the Company.

2.7 Common Stock means $3.33 par value voting common stock issued by the Company.

2.8 Common Stock Credits means units representing shares of Common Stock.

2.9 Deferral Election means an election by an Eligible Director to defer Fees, which election shall be made, in writing, in accordance with the provisions of Article VI hereof.

2.10 Deferred Benefit Account means an account maintained on the books of the Company with respect to a Participant hereunder.

2.11 Determination Date means the Annual Determination Date and such other dates as may be designated by the Committee, from time to time. Annual Determination Date means the last day of the Plan Year.

2.12 Eligible Director means an individual, other than a common-law employee of the Company or an Affiliate, who serves as a member of the Board of Directors of the Company or as an advisory member of the Board of Directors of an Affiliate, provided that such Affiliate is designated by the Committee as a participating Affiliate hereunder.

2.13 Fair Market Value means, with respect to Common Stock, the mean of the bid and asked prices of Common Stock as quoted on the National Association of Securities Dealers Automated Quotation System National Market System (NasdaqNM) or other exchange on which Common Stock is regularly traded as of the date specified herein. If no Common Stock is traded on such date, then Fair Market Value shall be the mean of the closing bid and asked prices on the date Common Stock last traded on such system or exchange. If Common Stock is not regularly traded, then Fair Market Value shall be the value of Common Stock determined by the Committee in accordance with generally accepted methods of valuation.

With respect to other property, Fair Market Value shall be determined in the discretion of the Committee, utilizing generally recognized valuation principals, which may include pricing services (including brokers, dealers and market makers and similar information).

2.14 Fees means the compensation paid by the Company or an Affiliate to each Eligible Director for his or her service as a member of the Board of Directors (or an advisory member of the Board of Directors of an Affiliate), for service on certain committees thereof, and for any bonuses earned or other compensation paid as a director, whether payable in the form of cash or Common Stock.

2.15 Participant means an Eligible Director who is designated in accordance with Article IV hereof and who elects to participate in the Plan through execution of a Deferral Election in accordance with Section 2.18 hereof.

2.16 Plan means this Hancock Holding Company Directors Deferred Compensation Plan, as amended from time to time.

2.17 Plan Year means the 12-month period beginning each January 1st and ending each December 31st.

2.18 Schedule A means a written schedule which provides for (a) the deferral of a Participant's Fees, (b) the designation of a Benefit Commencement Date, and (c) the election of the

form of benefit payment. The terms of any such Schedule A are incorporated in this Plan by this reference.

2.19 Other Definitions. The following terms shall have the meanings ascribed below: "Affected Director" and "Exchange Act" are defined in Section 7.8 hereof; "Financial Hardship" is defined in Section 10.1 hereof; "Adverse Determination" is defined in Section 10.2 hereof; and "Disabled or Disability" is defined in Section 10.4 hereof.

ARTICLE III
RESERVATION OF SHARES

3.1 Number and Type of Shares. Subject to adjustment as provided in Section 3.3 hereof, no more than 100,000 shares of Common Stock shall be issued hereunder. Except as provided in Section 3.2 hereof, the number of shares available for transfer, issuance or other payment under the Plan shall be reduced by the number of shares actually transferred, issued or paid hereunder. Common Stock issued under the Plan may be authorized and unissued shares, issued shares held as treasury shares, shares acquired on the open market or through private purchase; provided, however, if shareholder approval of the Plan is not obtained, Common Stock shall be issued solely from treasury shares.

3.2 Cancellation. Shares of Common Stock that are exchanged for other forms of compensation hereunder shall again be available for issuance under the Plan.

3.3 Adjustment. In the event of any merger, consolidation or reorganization of the Company with another entity, there shall be substituted for each of the shares of Common Stock then subject to the Plan the number and kind of shares of stock or other securities to which the holders of Common Stock are entitled in the transaction.

In the event of any recapitalization, stock dividend, stock split, combination of shares or other change in the number of shares of Common Stock then outstanding for which the Company does not receive consideration, the number of shares of Common Stock then subject to the Plan shall be adjusted in proportion to the change in outstanding shares of Common Stock.

ARTICLE IV
ELIGIBILITY AND PARTICIPATION

Participants hereunder shall be Eligible Directors of the Company and Eligible Directors of an Affiliate, provided the Committee has designated such Affiliate as a participating Affiliate hereunder. The Affiliates designated on Exhibit A (attached hereto) are the initial participating Affiliates. The Committee shall notify each Eligible Director of his or her eligibility to participate in this Plan. Participation shall commence upon the execution of a Schedule A or similar agreement as provided herein.

ARTICLE V
FEES

5.1 Stock in Lieu of Fees. Each Eligible Director shall be entitled to elect to receive all or a portion of his or her Fees in the form of Common Stock, instead of in cash. Such election shall be made, in writing, and shall be effective (a) as of the first day of the Plan Year following the date on which such election is received and accepted by the Committee, or (b) with respect to initial participation hereunder, for Fees payable for services rendered after such election is received and accepted by the Committee, provided such election is received not later than 30 days after such participation commences. An election shall remain in effect until it is modified or revoked, such modification or revocation to be effective as of the first day of the Plan Year following the date it is received and accepted by the Committee.

The number of shares issued to the Eligible Director shall equal the quotient of:

a. The amount of Fees that the Eligible Director elects to receive in the form of Common Stock; divided by

b. The Fair Market Value of Common Stock, determined as of the first business day following the meeting with respect to which the Fees are paid or payable.

5.2 Certification. Certificates representing shares of Common Stock issued under this Article V shall be issued at least as frequently as each Annual Determination Date.

ARTICLE VI
DEFERRAL ELECTIONS

6.1 Deferrals. An Eligible Director may elect, by execution and delivery of Schedule A, to defer all or a portion of his or her Fees as follows:

        a.       Deferral Election.  On or before December 31st of any Plan Year; such election
                 shall be effective with respect to Fees payable for services performed during the
                 following Plan Year;

        b.       Newly Eligible Directors.  During the 30-day period immediately following receipt
                 of initial notice from the Committee in accordance with Article IV hereof; such
                 election shall be effective with respect to Fees payable for services performed after
                 such election is received and accepted by the Committee; or

         c.       Initial Plan Year.  On or before January 31, 2001; such election shall be effective
                  with respect to Fees payable for services performed after such election is received
                  and accepted by the Committee, but not earlier than February 1, 2001.

An election to defer Fees hereunder shall be made, in writing, and shall be irrevocable during the Plan Year with respect to which the election relates or such longer period as may be designated by the Committee. An election hereunder shall remain in effect until it is revoked or modified.

The Committee, in its discretion, may limit the amount of Fees subject to deferral hereunder, may prescribe a minimum deferral amount, or adopt such additional procedures, as the Committee deems necessary or appropriate. The Committee shall notify all affected Participants, in writing, of any such limitations. Any such procedures, conditions, limitations or designations shall be effective as of the January 1st which coincides with or immediately follows the date on which notice is provided to each Participant hereunder or at such other time as the Committee may designate.

6.2 Establishment of Deferred Benefit Account. The Company shall establish and maintain a Deferred Benefit Account for the benefit of each Participant, which shall be credited with an Eligible Director's Fees deferred hereunder. A Deferred Benefit Account may be administered as one or more subaccounts to facilitate (a) a particular method of crediting income, gain or losses, (b) the administration of Common Stock Credits and dividend equivalent units, or (c) for such other purpose as the Committee may deem necessary or appropriate.

6.3 Allocation of Fees. Fees deferred hereunder shall be credited to each Participant's Deferred Benefit Account and deemed invested in accordance with the provisions of Article VII hereof not later than 30 days following the last day of the calendar month in which such Fees were otherwise payable to Participant hereunder.

ARTICLE VII
MAINTENANCE AND INVESTMENT OF DEFERRED BENEFIT ACCOUNTS

7.1 Status of Account. A Deferred Benefit Account established hereunder shall be by bookkeeping entry only. The establishment and maintenance of any such account shall not be deemed to create a trust or other form of fiduciary relationship between the Company (or an Affiliate) and any Participant or Beneficiary or otherwise create, for the benefit of any Participant or Beneficiary, an ownership interest in or expectation of any specific asset of the Company (or of an Affiliate).

7.2 Investment Policy. The Committee shall establish an investment policy with respect to amounts credited to Deferred Benefit Accounts maintained hereunder, in the form of Exhibit B hereto. Such policy may provide for the investment of such accounts or permit investment in accordance with the specifications of each Participant or Beneficiary or for a combination thereof. Such determination shall be made in the sole discretion of the Committee and need not be uniform as to all accounts maintained hereunder. If the Committee determines that the accounts shall be aggregated for investment purposes, the Committee, in its discretion, shall direct the manner in which gain or loss is determined hereunder. If the Committee permits Participants to provide investment specifications with respect to Deferred Benefit Accounts, such specifications shall comply with the provisions of Section 7.4 hereof.

7.3 Investment Specifications. Investment specifications by a Participant hereunder shall be deemed to be advisory only and shall not bind the Company, an Affiliate or the Committee to acquire any specific property or to invest the assets of any trust established in connection with this

Plan in accordance therewith. Such specifications shall relate to investment in the types of property, including open or closed end mutual funds, common or collective funds or other pooled or collective accounts, as may be designated, from time to time, by the Committee. The Committee shall adopt rules governing investment specifications hereunder, including, without limitation (a) the increments in which such specifications shall be expressed, (b) the times at which changes can be made, (c) distinctions between the investment of prospective contributions and existing account balances, and (d) such other procedures as the Committee may determine are necessary or appropriate. Such procedures need not be uniform as to all Participants.

If a Participant ceases to be an Eligible Director of the Company or an Affiliate for any reason, the Committee, in its sole discretion, may direct that gain or loss credited to such Participant's Deferred Benefit Account be determined with respect to one or more investments designated by the Committee or may permit such Participant or Beneficiary to continue to specify the investments in which his or her accounts is deemed to be invested. Such determination shall be made in the sole discretion of the Committee and need not be uniform as to all Participants.

7.4 Common Stock Credits. The following rules shall apply to Common Stock Credits hereunder:

     a.  The number of Common Stock Credits allocated to a Participant’s Deferred Benefit Account shall be based upon the
         Fair Market Value of Common Stock as of the date determined in accordance with Section 6.3 hereof.

     b.  Prior to the distribution of Common Stock hereunder, a Participant shall not be entitled to vote or have any other rights
         as a shareholder with respect to amounts deemed invested in Common Stock Credits.

     c.  Notwithstanding any provision of the Plan to the contrary, amounts deemed invested in Common Stock Credits shall be
         distributed or withdrawn in the form of Common Stock, with cash distributed in lieu of a fractional share.

An amount equal to dividends payable with respect to Common Stock represented by the Common Stock Credits allocated to a Participant's Deferred Benefit Account shall be credited to such account and deemed automatically reinvested in additional Common Stock Credits not later than the last day of the calendar month following the applicable dividend payment date.

7.5 Accounting. At least as frequently as each Annual Determination Date Participant's Deferred Benefit Account shall be adjusted as follows:

     a.  Interest, gain or loss, including, without limitation, dividend equivalent units, shall be credited (or charged) to the
         Participant’s Deferred Benefit Account for the period since the immediately preceding Determination Date.

     b.   The Participant's Deferred Benefit Account shall be reduced by any payment or other form

          of distribution or transfer made since the immediately preceding Determination Date.

The Committee (or its designee) shall adopt such recordkeeping rules and procedures as are reasonably necessary to implement the provisions of this Section 7.5

7.6 Valuation Notice. At least as frequently as each Annual Determination Date, the Committee shall furnish each Participant with a valuation notice which includes the amounts credited to the Participant's Deferred Benefit Account and the earnings, gains or losses allocated to such account since the immediately preceding Determination Date.

7.7 Investment Limitations for Affected Directors. The term "Affected Director" shall mean an Eligible Director who is described in Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). An Affected Director shall be entitled to modify his or her investment specifications in accordance with Section 7.4 and Exhibit B hereto with respect to transfers into or out of Common Stock Credits, provided that he or she obtains the prior consent of the Committee (or its designee), which consent may be withheld for any period deemed necessary to comply with Rule 16b-3 promulgated under the Exchange Act.

ARTICLE VIII
SERVICE BENEFITS

         8.1      Manner of Payment.  A service benefit shall be payable in accordance with the
Participant's election on Schedule A in the form of:

         a.       Substantially equal annual installment payments for a period designated by such
                  Participant, but not in excess of ten consecutive years; or

         b.       A single-sum payment.

If no election is received
by the Committee, or if a Participant’s election cannot be administered,
such Participant’s service benefit shall be distributed in the form of a
single-sum payment.

         8.2      Form of Payment.  If the Committee directs that a Participant's deferrals hereunder
shall be deemed invested in Common Stock Credits or if a Participant directs investment in Common
Stock Credits, then any distribution with respect to such deferrals shall be made in the form of
Common Stock, with cash distributed in lieu of a fractional share.  Distributions with respect to
deferrals deemed invested in mutual or similar pooled funds shall be distributed in cash.

         8.3      Amount of Service Benefits.  The amount of a Participant's service benefit
hereunder shall equal the amount credited to such Participant's Deferred Benefit Account,
determined in accordance with the following rules:

         a.       If such benefit is paid in the form of a single-sum, such benefit shall equal the
                  amount credited to such Participant's Deferred Benefit Account as of the

Determination Date that corresponds to or immediately follows such Participant’s Benefit
Commencement Date.

b. If such benefit is paid in the form of installments, the amount of each annual
installment shall equal the value of the Participant’s Deferred Benefit
Account as of the Annual Determination Date that coincides with or immediately
precedes the payment date multiplied by a fraction (i) the numerator of which is
one, and (ii) the denominator of which is the number of annual installments
remaining to be paid pursuant to the Participant’s election. The portion of
such Participant’s Deferred Benefit Account deemed invested in Common Stock
Credits, if any, shall be distributed first; thereafter, the remaining
investments of such Participant’s Deferred Benefit Account shall be
liquidated pro rata and distributed. During any installment payment period, a
Participant’s Deferred Benefit Account shall be credited with income, gain
or loss in accordance with the provisions of Article VII hereof.

8.4 Time of Payment. A Participant's service benefit shall be payable (or payments shall
commence) as soon as administratively feasible after each Participant's Benefit Commencement
Date. Thereafter, if a Participant's service benefit is payable in the form of annual installments, each
remaining installment shall be paid on or before April 1st.

8.5 Single-Sum Payment. If the value of a Participant's Accounts is $25,000 or less as
of his or her Benefit Commencement Date, then notwithstanding any provision of this Plan to the
contrary, the Committee shall distribute such amount to the Participant in the form of an immediate
single-sum payment as of such date. No additional benefit shall be payable with respect to such
Participant.

8.6 Schedule A. Each Participant shall execute a Schedule A at the time his or her
participation hereunder commences. The terms of such Schedule A shall apply to the aggregate
amount credited to the Participant's Deferred Benefit Account, without regard to any subaccounts
established thereunder. Each Participant shall be entitled to modify his or her Schedule A, from time
to time, with respect to the designation of a Benefit Commencement Date or the manner in which
his or her service benefit is distributed hereunder; provided, however, that any such modification
shall be effective only if received and accepted by the Committee at least 18 months prior to the
cessation of his or her service on the Board of Directors of the Company and all Affiliates.

ARTICLE IX
DEATH BENEFITS

         9.1      Beneficiary Designation.  A Participant shall be entitled to designate one or more
Beneficiaries on forms provided by the Committee.   Any such designation may be modified by
delivery of a new designation to the Committee. Any designation or modification shall be effective
upon its receipt and acceptance by the Committee.  If a Participant fails to designate a Beneficiary
or if a Participant's designation cannot be administered, the Participant's estate shall be deemed his
or her Beneficiary hereunder.

         9.2      Participant's Death Before Benefit Commencement Date.  If a Participant dies
before his or her Benefit Commencement Date, the Participant's Beneficiary shall be paid a death
benefit in the form of five substantially equal installment payments, commencing as soon as
practicable after the Annual Determination Date following the date of the Participant's death.  The
amount of the death benefit shall equal the amount of the Participant's Deferred Benefit Account,
determined as of the Annual Determination Date that coincides with or immediately precedes the
date of distribution.

         The amount of each annual installment shall equal the value of the deceased Participant's
Deferred Benefit Account as of the Annual Determination Date that coincides with or immediately
precedes payment, multiplied by a fraction (a) the numerator of which is one, and (b) the
denominator of which is the number of annual installments remaining to be paid.  The portion of
such account deemed invested in Common Stock Credits shall be distributed first; thereafter, the
remaining investments of such account shall be liquidated pro rata and distributed.  During the
installment period, the deceased Participant's Deferred Benefit Account shall be credited with
income, gain or loss in accordance with the provisions of Article VII hereof.

         9.3      Participant's Death After Benefit Commencement Date.  If a Participant dies after
his or her Benefit Commencement Date, the Company shall pay to the Participant's Beneficiary the
remaining benefit, if any, that would otherwise be payable to the deceased Participant, determined
in accordance with the terms of his or her Schedule A.

         9.4      Death of Beneficiary.  In the event of the death of a Beneficiary, the remaining
benefit to which such Beneficiary was entitled at the time of such Beneficiary's death, if any, shall
be payable to the beneficiary or beneficiaries designated in writing, by such Beneficiary on a form
submitted by such Beneficiary to the Committee (or such benefits shall be payable to the
Beneficiary's estate if the Beneficiary fails to designate a beneficiary or beneficiaries).

         9.5      Single-Sum Payment.  If the value of a death benefit payable hereunder is $25,000
or less, then notwithstanding any provision of this Plan to the contrary, the Committee shall
distribute such amount to the Participant's Beneficiary or Beneficiaries in the form of a single-sum
payment, and no additional benefit shall be payable under this Plan with respect to such Participant.

         9.6      Form of Payment.  If the Committee directs that an amount deferred hereunder shall
be deemed invested in Common Stock Credits or if a Participant or Beneficiary elects investment
in Common Stock Credits, then any distribution with respect to such deferral shall be made in the
form of Common Stock, with cash distributed in lieu of a fractional share.  Distributions with respect
to deferrals deemed invested in mutual or similar pooled funds shall be distributed in cash.

ARTICLE X
HARDSHIP WITHDRAWALS AND OTHER DISTRIBUTIONS

10.1 Hardship Withdrawal. If a Participant experiences a Financial Hardship, such
Participant may request the Committee to approve the withdrawal of all or a portion of his or her
Deferred Benefit Account in the form of an immediate single-sum payment, subject to the limitations
set forth below.

a. "Financial Hardship" means the occurrence of a severe financial hardship resulting
from extraordinary and unforeseeable circumstances beyond the control of a
Participant.

b. A request for withdrawal shall be made, in writing, and shall set forth the
circumstances surrounding the Financial Hardship. As a condition of and part of
such request, the Participant shall provide to the Committee his or her written
representation that (i) the hardship cannot be relieved by insurance or other
reimbursement reasonably available to the Participant, (ii) the hardship can
only be relieved by liquidation of the Participant’s assets and any such
liquidation would itself result in severe damage or injury to the Participant,
and (iii) the Participant has no reasonable borrowing capacity to relieve the
hardship. The Committee shall be entitled to request such additional information
as may be reasonably required to determine whether a Financial Hardship exists
and the amount of the hardship and to establish additional conditions precedent
to the review or granting of a request for a withdrawal on account of a
Financial Hardship.

c. If the Committee determines that a Financial Hardship exists, the Committee may
authorize the immediate distribution of an amount required to meet the financial
need created by such hardship, including any taxes payable on account of such
distribution.

d. The amount of a withdrawal on account of a Financial Hardship shall reduce the
amount credited to a Participant’s Deferred Benefit Account; such account
shall be reduced by an additional amount equal to 10% of the hardship
distribution.

e. Withdrawal hereunder shall be made by the pro rata liquidation of the then
current investment designations; provided, however, that Common Stock Credits
shall be liquidated last.

f. The Committee shall require, as a condition of any withdrawal on account of a
Financial Hardship, that the affected Participant’s deferral election shall
immediately cease. The affected Participant shall not be entitled to enter into
a new election to defer Fees hereunder for the 12-month period following such
withdrawal.

           g.     The Committee may establish such additional rules as may be reasonably required
                  to administer the withdrawal of amounts under this Section 10.1. Such rules may
                  include, but shall not be limited to, the imposition of additional conditions
                  precedent to the withdrawal, the determination of the amount of any benefit
                  reduction, and the disposition of any terminated deferral election under Section
                  10.1f, hereof. The determination by the Committee as to all matters pertaining
                  to a Financial Hardship shall be final and binding upon all affected
                  Participants and Beneficiaries.

         10.2     Early Payments.  Notwithstanding any provision of this Plan to the contrary, the
Committee may direct the distribution to any Participant (or Beneficiary) in the form of an
immediate single-sum payment all or any portion of the amount then credited to a Participant's
affected Deferred Benefit Account, if an Adverse Determination is made with respect to such
Participant.  For this purpose, the term "Adverse Determination" shall mean that, based upon
Federal tax or revenue law, a published or private ruling or similar announcement issued by the
Internal Revenue Service, a regulation issued by the Secretary of the Treasury, a decision by a court
of competent jurisdiction, a closing agreement made under Section 7121 of the Code that is approved
by the Internal Revenue Service and involves such Participant or a determination of counsel, a
Participant has or will recognize income for Federal income tax purposes with respect to any amount
that is or will be payable under this Plan before it is otherwise to be paid hereunder.

         Notwithstanding the provisions of this Section 10.2, any payment on account of an adverse
determination shall be made in accordance with an opinion of counsel that such payment complies
with any restrictions or limitations imposed under applicable Federal or state securities laws.

         10.3     Change in Control.  Notwithstanding any provision of this Plan to the contrary, upon
the occurrence of a Change in Control, the Committee shall provide each Participant with written
notice of the occurrence of such change.  Each Participant may request distribution of all or a portion
of his or her Deferred Benefit Account by providing written notice to the Committee, within 30 days
of receipt of notice of such event, which notice shall designate the amount to be withdrawn.  Any
such withdrawal shall be subject to the following rules and limitations:

         a.       Such withdrawal shall be made not later than 30 days after notice is received by the
                  Committee;

         b.       No more than one such withdrawal shall be permitted hereunder;

         c.       At the time of such withdrawal, the Participant's Deferred Benefit Account shall be
                  reduced by the amount of the withdrawal and an additional amount equal to 10% of
                  such withdrawal; and

         d.       Withdrawal hereunder shall be made by the pro rata liquidation of the then
                  current investment designations; provided, however, that Common Stock Credits
                  shall be liquidated last.

         10.4     Disability.  If a Participant becomes Disabled, he or she shall be entitled to request
the withdrawal of all or a designated portion of his or her Deferred Benefit Account by providing
written notice to the Committee at any time after such Disability commences.  "Disabled or
Disability" means that a Participant would be receiving benefits under the Company's (or an
Affiliate's) separate long-term disability plan, if such director were a participant therein or that such
Participant is actually receiving long-term disability benefits under a separate policy or arrangement
or Social Security disability benefits.  The Committee shall determine whether a Participant is or
becomes Disabled.  The Committee shall distribute the affected portion of such Participant's
Deferred Benefit Account as soon as practicable after receipt of written notice, subject to the
following rules and limitations:

         a.       No more than two such withdrawals shall be permitted hereunder;

         b.       At the time of each such withdrawal, the affected Participant's Deferred Benefit
                  Account shall be reduced by the amount of such withdrawal and an additional
                  amount equal to 10% of the distribution; and

         c.       Withdrawal hereunder shall be made by the pro rata liquidation of the then
                  current investment designations; provided, however, that Common Stock Credits
                  shall be liquidated last.

ARTICLE XI
PLAN ADMINISTRATION

         11.1     Powers.  The Committee shall administer this Plan and all matters related thereto.
The Committee shall have the power and authority to interpret the provisions of this Plan and shall
determine all questions arising under the Plan including, without limitation, all questions concerning
administration, eligibility, the determination of benefits hereunder, and the interpretation of any form
or other document related to this Plan.  In addition, the Committee shall have the authority to
prescribe, amend and rescind rules and administrative procedures relating to the operation of this
Plan, to instruct any trustee as to the investment of any asset held for the purposes described in
Section 13.3 hereof, and to correct any defect, supply any omission or reconcile any inconsistency
in this Plan.

         Any determination by the Committee need not be uniform as to all or any Participant or
Beneficiary hereunder.  Any such determination shall be conclusive and binding on all persons.  The
Committee shall engage the services of such independent actuaries, accountants, attorneys and other
administrative personnel, as it deems necessary to administer the Plan.

         11.2     Payments.  The Committee shall have the power and authority to determine the time
and amount of any distribution or withdrawal hereunder.  The Committee shall direct the trustee of
any trust established pursuant to Section 13.3 hereof, in writing, as to any such distribution or
withdrawal.

11.3 Delegation of Administrative Authority. The Committee, in its sole discretion,
may delegate to officers of the Company (or an Affiliate) all or any portion of the power and
authority granted to it hereunder subject to such limitations, restrictions and conditions as the
Committee may provide. When acting in accordance with such delegation (whether made orally or
in writing), such persons shall be deemed to possess the power and authority granted to the
Committee hereunder.

11.4 Expenses. Any cost or expense of administering the Plan shall be paid by the
Company and/or participating Affiliates.

11.5 Exemption from Liability; Indemnification. The members of the Committee and
the persons acting on behalf of the Committee shall be free from liability for their acts, omissions,
and conduct in the administration of the Plan, except for those acts, omissions and conduct resulting
from willful misconduct or lack of good faith.

The Company shall indemnify each member of the Committee, the persons acting on behalf
of the Committee and any other employee, officer or director of the Company or its Affiliates against
any claims, loss, damage, expense and liability, by insurance or otherwise, reasonably incurred by
the individual in connection with any action or failure to act by reason of performance of an
authorized duty or responsibility for or on behalf of the Company pursuant to the Plan unless the
same is judicially determined to be the result of the individual's gross negligence or willful
misconduct. Such indemnification by the Company shall be made only to the extent such expense
or liability is not payable to or on behalf of such person under any liability insurance coverage. The
foregoing right shall be in addition to any other rights to which such person may be entitled to as a
matter of law.

ARTICLE XII
PARTICIPANTS' RIGHTS

         12.1     Spendthrift Provision.  Neither a Participant nor any other person shall have any
right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber any
amount payable hereunder.  No amount payable under this Plan shall, prior to actual payment, be
subject to seizure or sequestration for the payment of any debt, judgment, alimony or separate
maintenance owed by a Participant or any other person.  No amount payable under this Plan shall
be transferable by operation of law in the event of a Participant's or other person's bankruptcy or
insolvency.

         12.2     Claim for Benefits.  Each Participant or Beneficiary claiming any right under this
Plan must give written notification thereof to the Committee.  If a claim is denied, the denial shall
be contained in a written notice stating the following:

         a.       The specific reason for the denial;

         b.       Specific reference to the Plan provision on which the denial is based;

c. Description of additional information necessary for the claimant to present his or her
claim, if any, and an explanation of why such material is necessary; and

d. An explanation of the Plan's claim review procedure.

The claimant will have 60 days to request a review of any denial by the Committee. The request for review must
be in writing and delivered to the Committee, which will then provide a full and fair review. The claimant may
review pertinent documents and may submit issues and comments in writing. The decision by the Committee with
respect to the review must be given within 60 days after receipt of the request, unless special circumstances
require an extension (such as for a hearing). In no event shall the decision be delayed beyond 120 days after
receipt of the request for review. The decision shall include specific reasons and refer to the specific
Plan provisions on which it is based.

12.3 Obligation for Benefit Payments. Notwithstanding any provision of this Plan to
the contrary, the payment of benefits under this Plan shall remain the obligation of the Company or
any such Affiliate. In the event the Company designates a third-party as the payor of the benefits
and the assets of such third-party are insufficient to meet the payment obligations of the Company
or an Affiliate, the Company or such Affiliate shall remain responsible for such deficiency.

12.4 Tax Reporting. The Company or an Affiliate or any third-party payor shall report,
and if necessary, withhold from the payment benefits hereunder any amount required to be withheld
under applicable Federal or state tax laws.

ARTICLE XIII
MISCELLANEOUS

         13.1     Termination of Plan.  The Board of Directors shall have the right, at any time, to
terminate this Plan.  The Board shall provide written notice of such termination to each Participant
hereunder.  In the event of any such termination, the deferral of Fees hereunder shall immediately
cease.  During the 30-day period immediately following receipt of such notice, each Participant shall
be entitled to elect a distribution of all or a portion of the amount then credited to his or her Deferred
Benefit Account in the form of an immediate single-sum payment.  In the event a Participant elects
a single-sum payment hereunder, the value of his or her Deferred Benefit Account shall be reduced
by the amount of the payment and an additional amount equal to 10% of the amount of such
payment.

         13.2     Amendment and Modification.  The Board of Directors of the Company may amend
this Plan, in its discretion; provided, however, that any amendment adversely affecting amounts then
credited to a Participant's Deferred Benefit Account hereunder shall be approved by each affected
Participant (or his or her Beneficiary).

         Notwithstanding the foregoing, however, the consent of any Participant or Beneficiary shall
not be required if the Board of Directors reasonably determines that an amendment is necessary to

ensure that amounts credited to a Participant’s Deferred Benefit Account is not subject to
federal income taxation until withdrawn or distributed or to ensure that the Plan is deemed to be
unfunded within the meaning of the Employee Retirement Income Security Act of 1974, as amended.

13.3 Funding. The Company may, in its discretion, establish a trust in connection with
this Plan. Each year during the continuance of this Plan, the Committee may designate amounts or
property to be added to the trust on behalf of the Company or an Affiliate. The property comprising
the assets of such trust, including any insurance policy on the life of a Participant purchased by such
trust or contributed to such trust by the Company or an Affiliate, shall at all times remain the
property of such trust. The trustee of such trust shall distribute the assets comprising such trust in
accordance with the provisions and the trust agreement, all as instructed by the Committee, but in
no event shall such trustee distribute the assets of such trust to or for the benefit of the Company or
any Affiliate, except as provided in the trust agreement.

No Participant or Beneficiary shall have the right to, or claim under or against, any insurance
policy on the life of the Participant obtained by the Company or an Affiliate or any asset held in trust
to help defray the cost incurred in providing benefits under this Plan. Any such policy or other
property shall be, and remain, a general, unpledged asset of the Company or an Affiliate or the trust,
as the case may be.

13.4 Inurement. This Plan shall be binding upon and shall inure to the benefit of the
Company and each Participant hereto and their respective heirs, executors, administrators, successors
and assigns.

13.5 Governing Law. This Plan is governed by the internal laws of the State of
Mississippi, in all respects, including matters of construction, validity and performance.

THIS PLAN was approved by the Board of Directors of Hancock Holding Company on
December 14, 2000, to be effective as of January 1, 2001.

HANCOCK HOLDING COMPANY

By: _____________________________

Its: ____________________________

HANCOCK HOLDING COMPANY DIRECTORS DEFERRED COMPENSATION PLAN EXHIBIT A INITIAL PARTICIPATING AFFILIATES

This Exhibit A is intended to form a part of the Hancock Holding Company Directors Deferred Compensation Plan and to be deemed incorporated therein by this reference. In accordance with Article IV of the Plan, the following Affiliates shall be deemed to be participating Affiliates in the Plan, without the necessity of further action:

1.      Hancock Bank

2.      Hancock Bank of Louisiana

3.      Bank of Wiggins

4.      Hancock Investment Services, Inc.

5.      Harrison Finance Company

6.      Hancock Insurance Agency

7.      Hancock Mortgage Corporation

HANCOCK HOLDING COMPANY
DIRECTORS DEFERRED COMPENSATION PLAN

EXHIBIT B
INVESTMENT POLICY

This Exhibit B is intended to form a part of the Hancock Holding Company Directors Deferred Compensation
Plan and to be deemed incorporated therein by this reference.

1. Policy. In accordance with Section 7.3 of the Plan, each Participant shall be
permitted to provide investment specifications with respect to amounts credited to his or her
Deferred Benefit Account.

2. Investment Options. Investment specifications shall relate to:

a. Units of the Hancock Horizon Treasury Securities Money Market Fund, or any
successor thereto;

b. Units of the Hancock Horizon Strategic Income Bond Fund, or any successor thereto;

c. Units of the Hancock Horizon Growth and Income Fund, or any successor thereto;
and

d. Common Stock Credits.

3. Instructions. The following rules shall govern investment specifications hereunder:

a. Investment specifications shall be expressed in increments of 5%.

b. Investment specifications shall be separately stated with respect to prospective
contributions and existing account balances.

c. Except as may be expressly provided in the Plan or as required to comply with
applicable law, a Participant can modify his or her investment directions as of
each Annual Valuation Date by delivery of written instructions to the Committee
at least 10 days prior to such date.

4. Additional Policies and Procedures. The Committee may establish additional
investment policies and procedures or amend this policy, in its discretion, from time to time.

EX-5 3 0003.htm OPINION REGARDING LEGALITY Opinion Regarding Legality

                                                  January 9, 2001




Hancock Holding Company
Attn: Carl J. Chaney
One Hancock Plaza
2510 14th Street
Gulfport, MS  39501

                  Re:      Hancock Holding Company
                           Registration Statement on Form S-8
                           Directors Deferred Compensation Plan

Ladies and Gentlemen:

We have  acted  as  counsel  to  Hancock  Holding  Company  (the  "Company")  in
connection with the preparation of the above-referenced  Registration  Statement
on Form S-8 filed by the Company with the  Securities  and  Exchange  Commission
(the  "Commission")  with respect to the issuance by the Company of an aggregate
of 100,000 shares of $3.33 par value common stock (the "Common Stock")  issuable
under the Hancock Holding Company Directors  Deferred  Compensation  Plan. In so
acting,  we have  examined and relied upon the  original,  or a  photostatic  or
certified copy, of such records of the Company,  certificates of officers of the
Company  and of public  officials,  and such other  documents  as we have deemed
relevant and  necessary  as the basis for the opinion set forth  below.

In such examination, we have assumed the genuineness of all signatures appearing
on all documents,  the legal capacity of all persons signing such documents, the
authenticity  of all documents  submitted to us as originals,  the conformity to
original documents of all documents  submitted to us as certified,  conformed or
photostatic  copies, the accuracy and completeness of all corporate records made
available  to us by the  Company,  and the truth and  accuracy  of all facts set
forth in all certificates provided to or examined by us.

Based  upon  the  foregoing  and  subject  to the  limitations,  qualifications,
exceptions  and  assumptions  set forth  herein,  we are of the opinion that the
Common Stock has been duly  authorized,  and, when issued in accordance with the
terms described in the  Registration  Statement,  will be validly issued,  fully
paid and nonassessable.

The foregoing  opinions are limited to the laws of the State of Mississippi  and
the federal  laws of the United  States of America.  We express no opinion as to
matters  governed  by the laws of any other  state.  Furthermore,  no opinion is
expressed  herein as to the effect of any future  acts of the parties or changes
in existing  law. We  undertake no  responsibility  to advise you of any changes
after the date  hereof in the law or the facts  presently  in effect  that would
alter the scope or substance of the opinions herein expressed.

This letter expresses our legal opinion as to the foregoing matters based on our
professional  judgment at this time;  it is not,  however,  to be construed as a
guaranty,  nor is it a warranty that a court  considering such matters would not
rule in a manner contrary to the opinions set forth above.

We  consent to the  filing of this  opinion  as an  exhibit to the  Registration
Statement and to the reference to us in the prospectus  under the caption "Legal
Matters."  In giving  this  consent,  we do not  admit  that we are  within  the
category of persons whose consent is required  under Section 7 of the Securities
Act of 1933, as amended, and the General Rules and Regulations of the Commission
thereunder.

                                            Very truly yours,


                                             PHELPS DUNBAR LLP

EX-23.1 4 0004.htm CONSENTS OF EXPERTS AND COUNSEL Consents of Experts and Counsel INDEPENDENT AUDITOR'S CONSENT We consent to incorporation by reference in this Registration Statement of Hancock Holding Company on Form S-8 of our report dated January 18, 2000, which is incorporated by reference in the Annual Report on Form 10-K of Hancock Holding Company for the year ended December 31, 1999.

/s/ Deloitte & Touche LLP
Deloitte &  Touche LLP
New Orleans, Louisiana
January 8, 2001

-----END PRIVACY-ENHANCED MESSAGE-----

SECURITIES AND EXCHANGE COMMISSION

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

HANCOCK HOLDING COMPANY

HANCOCK HOLDING COMPANY

DIRECTORS DEFERRED COMPENSATION PLAN

PART I

PART II

HANCOCK HOLDING COMPANY

DIRECTORS DEFERRED COMPENSATION PLAN

HANCOCK HOLDING COMPANY DIRECTORS DEFERRED COMPENSATION PLAN

ARTICLE I PURPOSE

ARTICLE II DEFINITIONS

ARTICLE III RESERVATION OF SHARES

ARTICLE IV ELIGIBILITY AND PARTICIPATION

ARTICLE V FEES

ARTICLE VI DEFERRAL ELECTIONS

ARTICLE VII MAINTENANCE AND INVESTMENT OF DEFERRED BENEFIT ACCOUNTS

ARTICLE VIII SERVICE BENEFITS

ARTICLE IX DEATH BENEFITS

ARTICLE X HARDSHIP WITHDRAWALS AND OTHER DISTRIBUTIONS

ARTICLE XI PLAN ADMINISTRATION

ARTICLE XII PARTICIPANTS' RIGHTS

ARTICLE XIII MISCELLANEOUS

HANCOCK HOLDING COMPANY
DIRECTORS DEFERRED COMPENSATION PLAN

ARTICLE I
PURPOSE

ARTICLE II
DEFINITIONS

ARTICLE III
RESERVATION OF SHARES

ARTICLE IV
ELIGIBILITY AND PARTICIPATION

ARTICLE V
FEES

ARTICLE VI
DEFERRAL ELECTIONS

ARTICLE VII
MAINTENANCE AND INVESTMENT OF DEFERRED BENEFIT ACCOUNTS

ARTICLE VIII
SERVICE BENEFITS

ARTICLE IX
DEATH BENEFITS

ARTICLE X
HARDSHIP WITHDRAWALS AND OTHER DISTRIBUTIONS

ARTICLE XI
PLAN ADMINISTRATION

ARTICLE XII
PARTICIPANTS' RIGHTS

ARTICLE XIII
MISCELLANEOUS