10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number 0-13089

HANCOCK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Mississippi	64-0693170
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

One Hancock Plaza, P.O. Box 4019, Gulfport, Mississippi	39502
(Address of principal executive offices)	(Zip Code)

(228) 868-4000

(Registrant’s telephone number, including area code)

NOT APPLICABLE

(Former name, address and fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

84,695,178 common shares were outstanding as of July 30, 2011 for financial statement purposes.

Hancock Holding Company

Index

		Page Number
Part I. Financial Information
ITEM 1.	Financial Statements Condensed Consolidated Balance Sheets — June 30, 2011 (unaudited) and December 31, 2010		1
	Condensed Consolidated Statements of Income (unaudited) — Three months and six months ended ended June 30, 2011 and 2010		2
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) – Six months ended June 30, 2011 and 2010		3
	Condensed Consolidated Statements of Cash Flows (unaudited) — Six months ended June 30, 2011 and 2010		4
	Notes to Condensed Consolidated Financial Statements (unaudited) — June 30, 2011		5-34
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		35-55
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk		55
ITEM 4.	Controls and Procedures		56
Part II. Other Information
ITEM 1A.	Risk Factors		56
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		56
ITEM 3.	Legal Proceedings		56
ITEM 4.	Reserved		56
ITEM 5.	Other Information		56
ITEM 6.	Exhibits		56
Signatures			57

Part I. Financial Information

Item 1. Financial Statements

Hancock Holding Company and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands, except share data)

	June 30, 2011 (unaudited)			December 31, 2010
ASSETS
Cash and due from banks	$	381,333		$	139,687
Interest-bearing deposits with other banks		971,941			364,066
Federal funds sold		5,120			124
Other short-term investments		—			274,974
Securities available for sale, at fair value (amortized cost of $4,520,793 and $1,445,721)		4,573,973			1,488,885
Loans held for sale		67,081			21,866
Loans		11,259,991			4,968,149
Less: allowance for loan losses		(112,407	)		(81,997	)
unearned income		(10,938	)		(10,985	)
Loans, net		11,136,646			4,875,167
Property and equipment, net of accumulated depreciation of $134,416 and $125,383		522,008			209,919
Prepaid expenses		82,808			29,786
Other real estate, net		121,570			32,520
Accrued interest receivable		56,990			30,157
Goodwill and non-amortizing intangibles		629,688			61,631
Other intangible assets, net		222,621			13,204
Life insurance contracts		348,603			159,377
FDIC loss share receivable		282,134			329,136
Deferred tax asset, net		151,714			6,541
Other assets		203,315			101,287
Total assets	$	19,757,545		$	8,138,327
LIABILITIES AND STOCKHOLDERS’ EQUITY
Deposits:
Non-interest bearing demand	$	4,852,440		$	1,127,246
Interest-bearing savings, NOW, money market and time		10,735,469			5,648,473
Total deposits		15,587,909			6,775,719
Federal funds purchased		25,085			—
Securities sold under agreements to repurchase		888,831			364,676
Other short-term borrowings		6,800			—
FHLB borrowings		10,057			10,172
Long-term debt		360,102			376
Accrued interest payable		10,180			4,007
Payable for securities not settled		204,139			—
Other liabilities		278,129			126,829
Total liabilities		17,371,232			7,281,779
Stockholders’ Equity
Common stock - $3.33 par value per share; 350,000,000 shares authorized, 84,694,474 and 36,893,276 issued and outstanding, respectively		282,032			122,855
Capital surplus		1,629,740			263,484
Retained earnings		468,743			470,828
Accumulated other comprehensive gain(loss), net		5,798			(619	)
Total stockholders’ equity		2,386,313			856,548
Total liabilities and stockholders’ equity	$	19,757,545		$	8,138,327

See notes to unaudited condensed consolidated financial statements.

1

Hancock Holding Company and Subsidiaries

Condensed Consolidated Statements of Income

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended June 30,					Six Months Ended June 30,
	2011			2010		2011			2010
Interest income:
Loans, including fees	$	94,591		$	71,487	$	162,592		$	145,653
Securities - taxable		19,212			16,343		32,206			32,772
Securities - tax exempt		1,157			1,460		2,397			2,655
Federal funds sold		1			13		1			28
Other investments		516			438		814			1,011
Total interest income		115,477			89,741		198,010			182,119
Interest expense:
Deposits		13,570			19,400		27,579			42,684
Federal funds purchased and securities sold under agreements to repurchase		1,755			2,451		3,443			4,887
Long-term notes and other interest expense		1,093			17		1,165			97
Total interest expense		16,418			21,868		32,187			47,668
Net interest income		99,059			67,873		165,823			134,451
Provision for loan losses, net		9,144			24,517		17,966			38,343
Net interest income after provision for loan losses		89,915			43,356		147,857			96,108
Noninterest income:
Service charges on deposit accounts		12,343			12,327		21,887			23,816
Other service charges, commissions and fees		22,454			16,961		39,069			32,145
Securities loss, net		(36	)		—		(87	)		—
Other income		11,918			6,005		19,943			10,713
Total noninterest income		46,679			35,293		80,812			66,674
Noninterest expense:
Salaries and employee benefits		57,535			35,379		95,370			70,146
Net occupancy expense		8,760			6,026		14,671			12,169
Equipment rentals, depreciation and maintenance		3,661			2,642		6,515			5,367
Amortization of intangibles		1,621			684		2,235			1,422
Professional services expense		22,886			4,497		28,146			8,005
Other expense		26,903			22,894		47,448			42,834
Total noninterest expense		121,366			72,122		194,385			139,943
Net income before income taxes		15,228			6,527		34,284			22,839
Income tax expense		3,140			27		6,868			2,505
Net income	$	12,088		$	6,500	$	27,416		$	20,334
Basic earnings per share	$	0.22		$	0.17	$	0.59		$	0.55
Diluted earnings per share	$	0.22		$	0.17	$	0.59		$	0.55
Dividends paid per share	$	0.24		$	0.24	$	0.48		$	0.48
Weighted avg. shares outstanding-basic		54,890			36,876		46,160			36,855
Weighted avg. shares outstanding-diluted		55,035			37,078		46,310			37,075

See notes to unaudited condensed consolidated financial statements.

2

Hancock Holding Company and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

(Unaudited)

(In thousands, except share and per share data)

	Common Stock				Capital		Retained			Accumulated Other Comprehensive
	Shares		Amount		Surplus		Earnings			Loss, net			Total
Balance, January 1, 2010		36,840,453	$	122,679	$	257,643	$	454,343		$	2,998		$	837,663
Comprehensive income
Net income per consolidated statements of income		—		—		—		20,334			—			20,334
Net change in unfunded accumulated benefit obligation, net of tax		—		—		—		—			794			794
Net change in fair value of securities available for sale, net of tax		—		—		—		—			16,709			16,709
Comprehensive income														37,837
Cash dividends declared ($0.48 per common share)		—		—		—		(17,843	)		—			(17,843	)
Common stock issued, long-term incentive plan, including income tax benefit of $203		37,001		123		1,473		—			—			1,596
Compensation expense, long-term incentive plan		—		—		2,029		—			—			2,029
Balance, June 30, 2010		36,877,454	$	122,802	$	261,145	$	456,834		$	20,501		$	861,282
Balance, January 1, 2011		36,893,276	$	122,855	$	263,484	$	470,828		$	(619	)	$	856,548
Comprehensive income
Net income per consolidated statements of income		—		—		—		27,416			—			27,416
Net change in unfunded accumulated benefit obligation, net of tax		—		—		—		—			249			249
Net change in fair value of securities available for sale, net of tax		—		—		—		—			6,168			6,168
Comprehensive income														33,833
Cash dividends declared ($0.48 per common share)		—		—		—		(29,501	)		—			(29,501	)
Common stock issued in stock offering		6,958,143		23,170		190,824		—			—			213,994
Common stock issued in connection with Whitney acquisition		40,794,261		135,844		1,171,203		—			—			1,307,048
Common stock issued for long-term incentive plan, including income tax benefit of $151.		48,794		162		1,328		—			—			1,490
Compensation expense, long-term incentive plan		—		—		2,900		—			—			2,900
Balance, June 30, 2011		84,694,474	$	282,032	$	1,629,740	$	468,743		$	5,798		$	2,386,313

See notes to unaudited condensed consolidated financial statements.

3

Hancock Holding Company and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

	Six Months Ended June 30,
	2011			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	27,416		$	20,334
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		9,256			7,051
Provision for loan losses		17,966			38,343
Losses on other real estate owned		969			1,470
Deferred tax expense (benefit)		26,190			(8,342	)
Increase in cash surrender value of life insurance contracts		(5,746	)		(4,101	)
Loss on sales of securities available for sale, net		87			—
Gain on sale or disposal of other assets		(598	)		(295	)
Gain on sale of loans held for sale		(50	)		(1,328	)
Net amortization of securities premium/discount		3,960			2,658
Amortization of intangible assets		2,235			1,487
Stock-based compensation expense		2,900			2,029
Increase (decrease) in other liabilities		193,126			(2,518	)
Decrease (increase) in FDIC Indemnification Asset		47,002			(1,387	)
(Increase) decrease in other assets		(40,431	)		51,620
Proceeds from sale of loans held for sale		192,458			698,245
Originations of loans held for sale		(188,465	)		(692,961	)
Excess tax benefit from share based payments		(151	)		(259	)
Other, net		146			(477	)
Net cash provided by operating activities		288,270			111,569
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase (decrease) in interest-bearing time deposits		107,634			(38,120	)
Proceeds from sales of securities available for sale		323,426			—
Proceeds from maturities of securities available for sale		383,235			218,618
Purchases of securities available for sale		(1,151,041	)		(270,433	)
Net increase in short term investments, excluding amortization		274,974			115,001
Net decrease in federal funds sold		3,154			295
Net decrease in loans		144,707			64,862
Purchases of property and equipment		(38,544	)		(11,416	)
Proceeds from sales of property and equipment		1,912			411
Cash paid for acquisition, net of cash received		(74,653	)		—
Proceeds from sales of other real estate		30,660			7,332
Net cash provided by (used in) investing activities		5,464			86,550
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits		(369,734	)		(235,241	)
Net (decrease) increase in federal funds purchased and securities sold under agreements to repurchase		(7,013	)		18,158
Repayments of long-term notes		14			—
Repayments of short-term notes		(115	)		(183	)
Proceeds from issuance of long-term notes		140,000			—
Dividends paid		(29,501	)		(17,843	)
Proceeds from exercise of stock options		116			—
Proceeds from stock offering		213,994			—
Excess tax benefit from stock option exercises		151			259
Net cash provided by (used in) financing activities		(52,088	)		(234,850	)
NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS		241,646			(36,731	)
CASH AND DUE FROM BANKS, BEGINNING		139,687			204,714
CASH AND DUE FROM BANKS, ENDING	$	381,333		$	167,983
SUPPLEMENTAL INFORMATION FOR NON-CASH
INVESTING AND FINANCING ACTIVITIES
Transfers from loans to other real estate	$	40,273		$	39,587
Financed sale of foreclosed property		617			260
Transfers from loans to loans held for sale		—			10,613
Common Stock issued in connection with acquisition		1,307,048			—
Fair value of assets acquired	$	11,235,000		$	—
Liabilities assumed		(10,133,000	)		—
Net identifiable assets acquired		1,102,000			—

See notes to unaudited condensed consolidated financial statements.

4

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

The condensed consolidated financial statements of Hancock Holding Company and all majority-owned subsidiaries (the “Company”) included herein are unaudited; however, they include all adjustments all of which are of a normal recurring nature which, in the opinion of management, are necessary to present fairly the Company’s Condensed Consolidated Balance Sheets at June 30, 2011 and December 31, 2010, the Company’s Condensed Consolidated Statements of Income for the three and six months ended June 30, 2011 and 2010, the Company’s Condensed Consolidated Statements of Stockholders’ Equity and Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Although the Company believes the disclosures in these financial statements are adequate to make the interim information presented not misleading, certain information relating to the Company’s organization and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in this Form 10-Q pursuant to Securities and Exchange Commission rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s 2010 Annual Report on Form 10-K. The results of operations for the six months ended June 30, 2011 are not necessarily indicative of the results expected for the full year.

Use of Estimates

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles. The accounting principles the Company follows and the methods for applying these principles conform with accounting principles generally accepted in the United States of America and with general practices followed by the banking industry which requires management to make estimates and assumptions about future events. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other sources. On an ongoing basis, the Company evaluates its estimates, including those related to purchase accounting, the allowance for loan losses, intangible assets and goodwill, income taxes, pension and postretirement benefit plans and contingent liabilities. These estimates and assumptions are based on the Company’s best estimates and judgments. The Company evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, rising unemployment levels and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. Allowance for loan losses, deferred income taxes, and goodwill are potentially subject to material changes in the near term. Actual results could differ significantly from those estimates.

Certain reclassifications have been made to conform prior year financial information to the current period presentation. These reclassifications had no material impact on the unaudited condensed consolidated financial statements.

Critical Accounting Policies

There have been no material changes or developments in the Company’s evaluation of accounting estimates and underlying assumptions or methodologies that the Company believes to be Critical Accounting Policies and estimates as disclosed in our Form 10-K, for the year ended December 31, 2010.

5

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

2. Acquisition of Whitney Holding Corporation

On June 4, 2011, Hancock acquired all of the outstanding common stock of Whitney Holding Corporation (Whitney), a bank holding company based in New Orleans, Louisiana, in a stock and cash transaction. The results of operations acquired in the Whitney transaction have been included in the Company’s financial results since June 4, 2011. Whitney common shareholders received 0.418 shares of Hancock common stock in exchange for each share of Whitney stock, resulting in Hancock issuing 40,794,261 common shares at a fair value of $1.3 billion. The Whitney TARP preferred stock plus warrants of $307.7 million was purchased by the Company as part of the merger transaction. In total, the purchase price was approximately $1.6 billion based on the fair value on the acquisition date of Hancock common stock exchanged and the options to purchase Hancock common stock, and cash paid for the TARP preferred stock and warrant.

The Whitney transaction was accounted for using the purchase acquisition method of accounting and accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available. Assets acquired totaled $11.7 billion, including $6.5 billion in loans, $2.6 billion of investment securities, and $780 million of intangibles. Liabilities assumed were $10.1 billion, including $9.2 billion of deposits.

Preliminary goodwill of $514 million is calculated as the purchase premium after adjusting for the fair value of net assets acquired and represents the value expected from the synergies created from combining the businesses as well as the economies of scale expected from combining the operations of the two companies.

The following table provides the assets purchased and the liabilities assumed and the adjustments to fair value:

Preliminary Statement of Net Assets Acquired (at fair value) (in millions) June 4,  2011

ASSETS
Cash and cash equivalents	$	957
Loans held for sale		57
Securities		2,635
Loans and leases		6,456
Property and equipment		284
Other intangible assets (1)		266
Other assets		580
Total identifiable assets assets	$	11,235
LIABILITIES
Deposits	$	9,182
Borrowings		776
Other liabilities		175
Total liabilities	$	10,133
Net identifiable assets acquired	$	1,102
Goodwill (2)		514
Net assets acquired	$	1,616
CONSIDERATION:
Hancock Holding Company common shares issued (in millions)		41
Purchase price per share of the Company’s common stock (3)		32.04
Company common stock issued and cash exchanged for fractional shares	$	1,307
Stock options converted		1
Cash paid for TARP preferred stock and warrant		308
Fair value of total consideration transferred	$	1,616

(1) Intangible assets consists of core deposit intangible of $189 million, trade name of $54 million, trust relationships of $11 million, and credit card relationships of $11 million. The amortization is life 12 - 17 years for the CDI intangible asset; 15 years for credit card relationships and 10 years for trust. They will be amortized on an accelerated basis.

(2) No goodwill is expected to be deductible for federal income tax purposes. The goodwill will be primarily allocated to the Whitney Bank segment.

(3) The value of the shares of common stock exchanged with Whitney shareholders was based upon the closing price of the Company’s common stock at June 3, 2011, the last traded day prior to the date of acquisition.

6

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

2. Acquisition of Whitney Holding Corporation (continued)

The following table provides a reconciliation of goodwill and other non-amortizing intangibles:

	June 30, 2011
Goodwill and non-amortizing intangibles at December 31, 2010	$	61,631
Additions:
Goodwill Whitney acquisition		513,917
Trade Name Whitney acquisition		54,140
Goodwill and non-amortizing intangibles at June 30, 2011	$	629,688

The operating results of the Company for the period ended June 30, 2011 include the operating results of the acquired assets and assumed liabilities for the 26 days subsequent to the acquisition date of June 4, 2011. The operations of Whitney provided $37.7 million in revenue, net of interest expense, and $4.4 million in net income for the period from the acquisition and is included in the consolidated financial statements. Whitney’s results of operations prior to the acquisition are not included in Hancock’s consolidated statement of income.

Merger related charges of $22.2 million are recorded in the consolidated statement of income and include incremental costs to integrate the operations of the Company and Whitney. Such expenses were for professional services and other temporary help fees associated with the conversion of systems and integration of operations; costs related to branch and office consolidations, costs related to termination of existing contractual arrangements for various services, marketing and promotion expenses, retention and severance and incentive compensation costs, travel costs, and printing, supplies and other costs.

The following unaudited pro forma information presents the results of operations for three months ended and six months ended June 30, 2011 and 2010, as if the acquisition had occurred January 1 of each year. These adjustments include the impact of certain purchase accounting adjustments such as intangible assets amortization, fixed assets depreciation and reversal of Whitney’s provision. In addition, the $22.2 million in merger expenses discussed above are included in each year. Additionally, the Company expects to achieve further operating cost savings and other business synergies as a result of the acquisition which are not reflected in the pro forma amounts. These unaudited pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the actual results of operations of the combined company that would have been achieved had the acquisition occurred at the beginning of each period presented, nor are they intended to represent or be indicative of future results of operations.

	Three Months Ended				Six Months Ended
	June 30, 2011		June 30, 2010		June 30, 2011		June 30, 2010
(In millions)
Total revenues, net of interest expense	$	197	$	243	$	463	$	498
Net Income		20		19	$	36	$	70

In many cases, determining the fair value of the acquired assets and assumed liabilities required the Company to estimate cash flows expected to result from those assets and liabilities and to discount those cash flows at appropriate rates of interest. The most significant of those determinations related to the fair valuation of acquired loans. For such loans, the excess of cash flows expected at acquisition over the estimated fair value is recognized as interest income over the remaining lives of the loans. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition reflects the impact of estimated credit losses and other factors, such as prepayments. In accordance with GAAP, there was no carry-over of Whitney’s previously established allowance for credit losses.

The acquired loans were divided into loans with evidence of credit quality deterioration which are accounted for under ASC 310-30 (acquired impaired) and loans that do not meet this criteria, which are accounted for under ASC 310-20 (acquired performing). In addition, the loans are further categorized into different loan pools per loan types. The Company determined expected cash flows on the acquired loans based on the best available information at the date of acquisition. If new information is obtained about facts and circumstances about expected cash flows that existed as of the acquisition date, management will adjust accordingly in accordance with accounting for business combinations.

7

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

2. Acquisition of Whitney Holding Corporation (continued)

Loans at the acquisition date of June 4, 2011 are presented in the following table.

	Acquired Impaired		Acquired Performing		Total Acquired Loans
	(In thousands)
Commercial non-real estate	$	131,729	$	2,328,082	$	2,459,811
Commercial real estate owner-occupied		90,231		951,661		1,041,892
Construction and land development		161,478		566,597		728,075
Commercial real estate non-owner occupied		85,015		842,622		927,637
Total commercial/real estate		468,453		4,688,962		5,157,415
Residential mortgage		68,380		788,999		857,379
Consumer		—		441,228		441,228
Total	$	536,833	$	5,919,189	$	6,456,022

The following table presents (in thousands) the acquired impaired loans receivable at the acquisition date.

Contractually required principal and interest payments	$	879,385
Nonaccretable difference		247,819
Cash flows expected to be collected		631,566
Accretable difference		94,733
Fair value of loans acquired with a deterioration of credit quality	$	536,833

The fair value of the acquired performing receivables at June 4, 2011, was $5.9 billion. The gross contractually required principal and interest payments receivable for acquired performing loans was $6.8 billion. The best estimate of contractual cash flows not expected to be collected is $0.4 million.

The fair value of net assets acquired includes certain contingent liabilities that were recorded as of the acquisition date. Whitney has been named as a defendant in various pending legal actions and proceedings arising in connection with its activities as a financial services institution. Some of these legal actions and proceedings include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Whitney is also involved in investigations and/or proceedings by governmental and self-regulatory agencies. Due to the number of variables and assumptions involved in assessing the possible outcome of these legal actions, sufficient information did not exist to reasonably estimate the fair value of these contingent liabilities. As such, these contingences have been measured in accordance with accounting guidance on contingencies which states that a loss is recognized when it is probable of occurring and the loss amount can be reasonably estimated.

In connection with the Whitney acquisition, on June 4, 2011, the Company recorded a liability for contingent payments to certain employees for arrangements that were in existence prior to acquisition. The fair value of this liability was $59.6 million. The Company also recorded a liability with a fair value of $14.0 million for a contractual contingency assumed in connection with Whitney’s obligations under contracts for a systems conversion and replacement initiative. This initiative was suspended in anticipation of the acquisition. Substantially all of these liabilities are expected to be paid within one year from acquisition date.

8

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

3. Long-Term Debt

Long-term debt consisted of the following:

	June 30, 2011		December 31, 2011
Subordinated notes payable	$	150,000	$	—
Term note payable		140,000
Subordinated debentures		16,812		—
Other long-term debt		53,290		376
Total long-term debt	$	360,102	$	376

As part of the merger, the Company assumed Whitney National Bank’s $150 million par value subordinated notes which carry an interest rate of 5.875% and mature April 1, 2017. These notes qualify as capital for the calculation of the regulatory ratio of total capital to risk-weighted assets, subject to certain limitations as they approach maturity.

During the second quarter, the Company entered into a $140 million par value term loan facility and borrowed the full amount which matures on June 3, 2013. The variable interest rate is LIBOR plus 2.00% per annum. The note is pre-payable at any time and the Company is subject to covenants customary in financings of this nature and are not expected to impact the operations of the Company. The Company must maintain the following financial covenants: maximum ratio of consolidated non-performing assets to consolidated total loans and OREO excluding covered loans of 4.0% through June 2012 and 3.5% thereafter; consolidated net worth of $2.1 billion which will increase each subsequent quarter by 50% of consolidated net income but will not decrease for any losses and will increase by 100% for issuance of common stock. The Company must maintain Tier 1 leverage ratio of greater than or equal to 7%; Tier 1 risk based capital ratio of greater than or equal to 9.5%; and total risk based capital ratio of greater than or equal to 11.5%. The Company was in compliance with the covenants as of June 30, 2011.

In the merger with Whitney, the Company also assumed obligations under subordinated debentures payable to unconsolidated trusts that issued trust preferred securities. The weighted-average yield was approximately 4% at June 30, 2011, and December 31, 2010. The debentures have maturities from 2031 through 2034, but they are currently callable with prior regulatory approval. Subject to certain adjustments, these debentures currently qualify as capital for the calculation of regulatory capital ratios. The Company has received regulatory approval to redeem these securities and expects to redeem them at the next redemption period.

Substantially all of the other long-term debt consists of borrowings associated with tax credit fund activities. These borrowings mature at various dates beginning in 2015 through 2017.

4. Derivatives

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to certain variable rate borrowings and fixed rate assets. The Company also has interest rate derivatives that result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk in the Company’s assets or liabilities. The Company manages in order to minimize its net risk exposure resulting from such transactions.

9

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

4. Derivatives (continued)

Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the fair value (in thousands) of the Company’s derivative financial instruments as well as their classification on the Balance Sheet as of June 30, 2011 and December 31, 2010.

	Tabular Disclosure of Fair Values of Derivative Instruments
		Asset Derivatives								Liability Derivatives
	As of June 30, 2011			As of December 31, 2010				As of June 30, 2011				As of December 31, 2010
	Balance Sheet Location	Fair Value		Balance Sheet Location		Fair Value		Balance Sheet Location		Fair Value		Balance Sheet Location		Fair Value
Derivatives designated as hedging instruments
Interest rate products	Other assets	$	158		Other assets	$	—		Other liabilities	$	—		Other liabilities	$	—
Total derivatives designated as hedging instruments		$	158			$	—			$	—			$	—
Derivatives not designated as hedging instruments
Interest rate products	Other assets	$	8,481		Other assets	$	2,952		Other liabilities	$	8,716		Other liabilities	$	2,952
Total derivatives not designated as hedging instruments		$	8,481			$	2,952			$	8,716			$	2,952

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. For hedges of the Company’s variable-rate borrowings, interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed payments. As of June 30, 2011, the Company had one interest rate swap with an aggregate notional amount of $140.0 million that was designated as a cash flow hedge associated with the Company’s variable-rate borrowing.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income (“AOCI”) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2011, such derivatives were used to hedge the forecasted variable cash outflows associated with existing term loan agreements beginning June 2012. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. No hedge ineffectiveness was recognized during the three and six months ended June 30, 2011. The Company did not have any cash flow hedges outstanding at June 30, 2010. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company’s variable-rate liabilities. During the next twelve months, the Company estimates that $22,296 will be reclassified as a decrease to interest expense.

10

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

4. Derivatives (continued)

Non-designated Hedges

Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate derivatives with commercial banking customers to facilitate their respective risk management strategies. Those interest rate derivatives are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings. As of June 30, 2011, the Company had interest rate derivatives with an aggregate notional amount of $448.3 million related to this program.

Effect of Derivative Instruments on the Income Statement

The tables below present the effect of the Company’s derivative financial instruments (in thousands) on the Income Statement for the three and six months ended June 30, 2011.

Derivatives in FASB ASC 815 Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)								Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)								Gain or (Loss) Recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
	Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010			2011		2010		2011		2010			2011		2010		2011		2010
Interest Rate Products	$	158	$	—	$	158	$	—	Interest income Other non-interest income	$	—	$	—	$	—	$	—	Other non-interest income	$	—	$	—	$	—	$	—
Total	$	158	$	—	$	158	$	—		$	—	$	—	$	—	$	—		$	—	$	—	$	—	$	—

		Amount of Gain or (Loss) Recognized in Income on Derivative
		Three Months Ended June 30,				Six Months Ended June 30,
Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivative	2011		2010		2011		2010
Interest Rate Products	Other non-interest income	$	36	$	—	$	36	$	—
Total		$	36	$	—	$	36	$	—

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

The Company has agreements with its derivative counterparties that contain provisions that require the Company’s debt to maintain an investment grade credit rating from each of the major credit rating agencies. If the Company’s credit rating is reduced below investment grade then the Company could be forced to terminate its derivatives at the then current fair value.

11

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

4. Derivatives (continued)

The Company has agreements with certain of its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well / adequate capitalized institution as well as maintain multiple capital ratios, then the Company could be forced to terminate its derivatives at the then current fair value.

As of June 30, 2011 the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $6.0 million. The Company has been required to post no collateral at this time against its obligations under these agreements. If the Company had breached any of these provisions at June 30, 2011, it could have been required to settle its obligations under the agreements at the termination value.

5. Fair Value

The Financial Accounting Standards Board (FASB) issued authoritative guidance that establishes a framework for measuring fair value under generally accepted accounting principles (GAAP), clarifies the definition of fair value within that framework, and expands disclosures about the use of fair value measurements. The guidance defines a fair value hierarchy that prioritizes the inputs to these valuation techniques used to measure fair value giving preference to quoted prices in active markets (level 1) and the lowest priority to unobservable inputs such as a reporting entity’s own data (level 3). Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets that are not active, observable inputs other than quoted prices, such as interest rates and yield curves, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Available for sale securities classified as level 1 within the valuation hierarchy include U.S. Treasury securities, obligations of U.S. Government-sponsored agencies, and other debt and equity securities. Level 2 classified available for sale securities include mortgage-backed debt securities, and collateralized mortgage obligations that are agency securities, and state and municipal bonds. The Company invests only in high quality securities of investment grade quality with a target duration, for the overall portfolio, generally between two to five years. The Company policies limit investments to securities having a rating of no less than “Baa”, or its equivalent by a Nationally Recognized Statistical Rating Agency, except for certain non-rated obligations of Mississippi, Louisiana, Texas, Florida or Alabama counties, parishes and municipalities. There were no transfers between levels.

The fair value of interest rate swaps is obtained from a third-party pricing service that uses an industry-standard discounted cash flow model that relies on inputs, such as interest rate futures, observable in the marketplace. To comply with the accounting guidance, credit valuation adjustments are incorporated in the fair values to appropriately reflect nonperformance risk for both the Company and the counterparties. Although the Company has determined that the majority of the inputs used to value the derivative instruments fall within level 2 of the fair value hierarchy, the credit value adjustments utilize level 3 inputs, such as estimates of current credit spreads. The Company has determined that the impact of the credit valuation adjustments is not significant to the overall valuation of these derivatives. As a result, the Company has classified its derivative valuations in their entirety in level 2 of the fair value hierarchy.

12

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

5. Fair Value (continued)

The following tables present for each of the fair value hierarchy levels the Company’s financial assets that are measured at fair value (in thousands) on a recurring basis at June 30, 2011 and December 31, 2010.

	As of June 30, 2011
	Level 1		Level 2		Net Balance
Assets
Available for sale securities:
Debt securities issued by the U.S. Treasury and other government corporations and agencies	$	436,331	$	—	$	436,331
Debt securities issued by states of the United States and political subdivisions of the states		—		318,836		318,836
Corporate debt securities		18,884		—		18,884
Residential mortgage-backed securities		—		2,285,127		2,285,127
Collateralized mortgage obligations		—		1,509,725		1,509,725
Equity securities		5,070		—		5,070
Derivative financial instruments - assets		—		8,639		8,639
Total assets	$	460,285	$	4,122,327	$	4,582,612
Liabilities
Derivative financial instruments - liabilities	$	—	$	8,716	$	8,716
Total Liabilities	$	—	$	8,716	$	8,716
	As of December 31, 2010
	Level 1		Level 2		Net Balance
Assets
Available for sale securities:
Debt securities issued by the U.S. Treasury and other government corporations and agencies	$	117,435	$	—	$	117,435
Debt securities issued by states of the United				180,443		180,443
States and political subdivisions of the states				—		—
Corporate debt securities		15,285		—		15,285
Residential mortgage-backed securities		—		799,686		799,686
Collateralized mortgage obligations		—		372,051		372,051
Equity securities		3,985		—		3,985
Short-term investments		274,974		—		274,974
Derivative financial instruments assets		—		2,952		2,952
Total assets	$	411,679	$	1,355,132	$	1,766,811
Liabilities
Derivative financial instruments liabilities	$	—	$	2,952	$	2,952
Total Liabilities	$	—	$	2,952	$	2,952

13

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

5. Fair Value (continued)

Fair Value of Assets Measured on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis and, therefore, are not included in the above table. Impaired loans are level 2 assets measured using appraisals from external parties of the collateral less any prior liens or based on recent sales activity for similar assets in the property’s market. Other real estate owned are level 2 properties recorded at the balance of the loan or at estimated fair value less estimated selling costs, whichever is less, at the date acquired. Fair values are determined by sales agreement or appraisal. Inputs include appraisal values on the properties or recent sales activity for similar assets in the property’s market.

The following table presents for each of the fair value hierarchy levels the Company’s financial assets that are measured at fair value (in thousands) on a nonrecurring basis at June 30, 2011 and December 31, 2010.

	As of June 30, 2011
	Level 1		Level 2		Net Balance
Assets
Impaired loans	$	—	$	84,485	$	84,485
Other real estate owned		—		121,570		121,570
Total assets		—	$	206,055	$	206,055
	As of December 31, 2010
	Level 1		Level 2		Net Balance
Assets
Impaired loans	$	—	$	95,787	$	95,787
Other real estate owned		—		32,520		32,520
Total assets	$	—	$	128,307	$	128,307

The following methods and assumptions were used to estimate the fair value regarding disclosures about fair value of financial instruments of each class of financial instruments for which it is practicable to estimate:

Cash, Short-Term Investments and Federal Funds Sold - For those short-term instruments, the carrying amount is a reasonable estimate of fair value.

Securities - Estimated fair values for securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on market prices of comparable instruments.

Loans, Net and Loans Held for Sale - The fair value measurement for certain impaired loans was discussed earlier. For the remaining portfolio, fair values were generally determined by discounting scheduled cash flows by discount rates determined with reference to current market rates at which loans with similar terms would be made to borrowers of similar credit quality.

Accrued Interest Receivable and Accrued Interest Payable – The carrying amounts are a reasonable estimate of their fair values.

Deposits – The guidance requires that the fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, interest-bearing checking and savings accounts, be assigned fair values equal to amounts payable upon demand (carrying amounts). The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities.

14

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

5. Fair Value (continued)

Federal Funds Purchased - For these short-term liabilities, the carrying amount is a reasonable estimate of fair value.

Securities Sold under Agreements to Repurchase, FHLB Borrowings, Federal Funds Purchased, and Short-term Borrowings - For these short-term liabilities, the carrying amount is a reasonable estimate of fair value.

Long-Term Notes - Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate fair value. The fair value is estimated by discounting the future contractual cash flows using current market rates at which similar notes over the same remaining term could be obtained.

The estimated fair values of the Company’s financial instruments were as follows (in thousands):

	June 30, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash, interest-bearing deposits, federal funds sold, and short-term investments	$	1,358,394	$	1,358,394	$	778,851	$	778,851
Securities		4,573,973		4,573,973		1,488,885		1,488,885
Loans, net		11,136,646	$	11,474,407		4,875,167		4,753,537
Loans held for sale		67,081		67,081		21,866		21,866
Accrued interest receivable		56,990		56,990		30,157		30,157
Financial liabilities:
Deposits	$	15,587,909	$	15,617,448	$	6,775,719	$	6,787,931
Federal funds purchased		25,085		25,085		—		—
Securities sold under agreements to repurchase		888,831		888,831		364,676		364,676
Other short-term borrowings		6,800		6,800		—		—
FHLB Borrowings		10,057		10,057		10,172		10,172
Long-term notes		360,102		360,102		376		376
Accrued interest payable		10,180		10,180		4,007		4,007

6. Securities

The amortized cost and fair value of securities classified as available for sale follow (in thousands):

	June 30, 2011								December 31, 2010
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
U.S. Treasury	$	10,804	$	47	$	—	$	10,851	$	10,797	$	52	$	5		10,844
U.S. government agencies		424,141		2,141		802		425,480		106,054		971		434		106,591
Municipal obligations		311,316		8,055		535		318,836		181,747		4,107		5,411		180,443
Mortgage-backed securities		2,248,990		42,452		6,315		2,285,127		761,704		38,032		50		799,686
CMOs		1,503,096		8,849		2,220		1,509,725		367,662		6,880		2,491		372,051
Other debt securities		17,950		957		23		18,884		14,329		999		43		15,285
Other equity securities		4,496		672		98		5,070		3,428		660		103		3,985
	$	4,520,793	$	63,173	$	9,993	$	4,573,973	$	1,445,721	$	51,701	$	8,537	$	1,488,885

15

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

6. Securities (continued)

The amortized cost and fair value of securities classified as available for sale at June 30, 2011, by contractual maturity, (expected maturities will differ from contractual maturities because of rights to call or repay obligations with or without penalties (in thousands):

	Amortized		Fair
	Cost		Value
Securities Available for Sale
Due in one year or less	$	460,313	$	461,814
Due after one year through five years		914,213		917,332
Due after five years through ten years		462,327		474,997
Due after ten years		2,679,444		2,714,760
Equity securities		4,496		5,070
Total available for sale securities	$	4,520,793	$	4,573,973

The Company held no securities classified as held to maturity or trading at June 30, 2011 or December 31, 2010.

The details concerning securities classified as available for sale with unrealized losses as of June 30, 2011 follow (in thousands):

	Losses < 12 months				Losses 12 months or >				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
U.S. Treasury	$	—	$	—	$	—	$	—	$	—	$	—
U.S. government agencies		117,917		802		—		—		117,917		802
Municipal obligations		75,975		210		12,515		325		88,490		535
Mortgage-backed securities		1,508,442		6,253		1,253		61		1,509,695		6,314
CMOs		518,953		2,220		—		—		518,953		2,220
Other debt securities		56		1		316		23		372		24
Equity securities		2,425		78		14		20		2,439		98
	$	2,223,768	$	9,564	$	14,098	$	429	$	2,237,866	$	9,993

16

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

6. Securities (continued)

The details concerning securities classified as available for sale with unrealized losses as of December 31, 2010 follow (in thousands):

	Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
U.S. Treasury	$	9,980	$	5	$	—	$	—	$	9,980	$	5
U.S. government agencies		74,566		434		—		—		74,566		434
Municipal obligations		57,713		3,092		19,870		2,319		77,583		5,411
Mortgage-backed securities		122		1		1,340		49		1,462		50
CMOs		122,312		2,491		—		—		122,312		2,491
Other debt securities		379		6		459		37		838		43
Equity securities		2,552		87		11		16		2,563		103
	$	267,624	$	6,116	$	21,680	$	2,421	$	289,304	$	8,537

The unrealized losses relate to fixed-rate debt securities that have incurred fair value reductions due to higher market interest rates since the respective purchase date. The unrealized losses are not likely to reverse unless and until market interest rates decline to the levels that existed when the securities were purchased. Since none of the unrealized losses relate to the marketability of the securities or the issuer’s ability to honor redemption obligations, none of the securities are deemed to be other than temporarily impaired.

As of June 30, 2011, the securities portfolio totaled $4.6 billion and as of December 31, 2010, the securities portfolio totaled $1.4 billion. Of the total portfolio, $2.2 billion of securities were in an unrealized loss position of $10 million. Management and the Asset/Liability Committee continually monitor the securities portfolio and management is able to effectively measure and monitor the unrealized loss position on these securities. The Company has adequate liquidity and therefore does not plan to sell and is more likely than not, not to be required to sell these securities before recovery. Accordingly, the unrealized loss of these securities has not been determined to be other than temporary.

Securities with a carrying value of approximately $2.7 billion at June 30, 2011 and $1.3 billion at December 31, 2010 were pledged primarily to secure public deposits and securities sold under agreements to repurchase.

Short-term Investments

The Company held no short-term investments at June 30, 2011 and $275.0 million at December 31, 2010 in U.S. government agency discount notes as securities available for sale at amortized cost. Short-term investments all mature in less than 1 year. As the amortized cost is a reasonable estimate for fair value of these short-term investments, there were no gross unrealized losses to evaluate for impairment at December 31, 2010.

7. Loans and Allowance for Loan Losses

Loans, net of unearned income, totaled $11.2 billion at June 30, 2011 compared to $5.0 billion at December 31, 2010. The increase reflects the addition of loans from the Whitney acquisition. Covered loans totaled $747.8 million at June 30, 2011 compared to $809.2 million at December 31, 2010. Covered loans refer to loans we acquired in the Peoples First FDIC-assisted transaction that are subject to loss-sharing agreements with the FDIC.

17

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

7. Loans and Allowance for Loan Losses (continued)

Loans, net of unearned income, consisted of the following:

	June 30,		December 31,
	2011		2010
	( In thousands)
Commercial loans:
Commercial - originated	$	605,885	$	524,653
Commercial - acquired		2,424,887		—
Commercial - covered		45,959		34,650
Total commercial		3,076,731		559,303
Construction - originated		476,711		495,590
Construction - acquired		741,151		—
Construction - covered		153,489		157,267
Total construction		1,371,351		652,857
Real estate - originated		1,232,144		1,231,414
Real estate - acquired		1,861,373		—
Real estate - covered		147,520		181,873
Total real estate		3,241,037		1,413,287
Municipal loans - originated		485,233		471,057
Municipal loans - acquired		12,712		—
Municipal loans - covered		473		540
Total municipal loans		498,418		471,597
Lease financing - originated		45,982		50,721
Total commercial loans - originated		2,845,955		2,773,435
Total commercial loans - acquired		5,040,123		—
Total commercial loans - covered		347,441		374,330
Total commercial loans		8,233,519		3,147,765
Residential mortgage loans - originated		365,661		366,183
Residential mortgage loans - acquired		830,667		—
Residential mortgage loans - covered		247,489		293,506
Total residential mortgage loans		1,443,817		659,689
Indirect consumer loans - originated		278,261		309,454
Direct consumer loans - originated		597,593		597,947
Direct consumer loans - acquired		447,096		—
Direct consumer loans - covered		152,879		141,315
Total direct consumer loans		1,197,568		739,262
Finance Company loans - originated		95,888		100,994
Total originated loans		4,183,358		4,148,013
Total acquired loans		6,317,886		—
Total covered loans		747,809		809,151
Total loans	$	11,249,053	$	4,957,164

Originated - Loans which have been originated in the normal course of business.

Acquired - Loans which have been acquired and no allowance brought forward in accordance with acquisition accounting.

Covered - Loans which are covered by loss sharing agreements with the FDIC providing considerable protection against credit risk.

18

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

7. Loans and Allowance for Loan Losses (continued)

Changes in the carrying amount of acquired loans and accretable yield for loans receivable at June 30, 2011 are presented in the following table (in thousands):

	June 30, 2011												June 30, 2010
	Covered						Non-covered						Covered						Non-covered
	Carrying			Net			Carrying			Net			Carrying			Net			Carrying		Net
	Amount			Accretable			Amount			Accretable			Amount			Accretable			Amount		Accretable
	of Loans *			Discount			of Loans *			Discount			of Loans *			Discount			of Loans *		Discount
Six Months Ended
(In thousands)
Balance at beginning of period	$	809,459		$	107,638		$	—		$	—		$	950,430		$	315,782		$	—	$	—
Additions								536,833			94,733			—			—			—		—
Payments received, net		(87,736	)		—			(23,778	)					(112,894	)		—			—		—
Accretion		26,834			(26,834	)		3,140			(3,140	)		30,107			(30,107	)		—		—
Balance at end of period	$	748,557		$	80,804		$	516,195		$	91,593		$	867,643		$	285,675		$	—	$	—

* Excludes covered credit card loans and mortgage loans held for sale

The carrying value of acquired impaired loans with deterioration of credit quality accounted for using the cost recovery method was $39.5 million at June 30, 2011, and $45.3 million at December 31, 2010. Each of these loans is on nonaccrual status. Acquired impaired loans with deterioration of credit quality that have an accretable difference are not included in nonperforming balances even though the customer may be contractually past due. These loans will accrete interest income over the remaining life of the loan. The Company also recorded a $28.9 million allowance for additional expected losses that have arisen since acquisition of covered loans with a corresponding increase for 95% coverage in our FDIC loss share receivable, which resulted in a net provision for loan loss of $1.4 million during the six months ended June 30, 2011.

The unpaid principal balance for acquired impaired loans was $1,922 million and $1,193 million at June 30, 2011 and December 31, 2010, respectively.

It is the policy of Hancock to promptly charge off commercial, construction, and real estate loans and lease financings, or portions of these loans and leases, when available information reasonably confirms that they are uncollectible. Prior to recognizing a loss, asset value is established by determining the value of the collateral securing the loan, the borrower’s and the guarantor’s ability and willingness to pay. Consumer loans are generally charged down to the fair value of the collateral less cost to sell when 120 days past due. Loans deemed uncollectible are charged off against the allowance account with subsequent recoveries added back to the allowance when collected.

19

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

7. Loans and Allowance for Loan Losses (continued)

The following table sets forth, for the periods indicated, allowance for loan losses, amounts charged-off and recoveries of loans previously charged-off:

	Commercial			Residential mortgages			Indirect consumer			Direct consumer			Finance Company			Total
(In thousands)	June 30, 2011
Allowance for loan losses:
Beginning balance	$	56,859		$	4,626		$	2,918		$	9,322		$	8,272		$	81,997
Charge-offs		(13,664	)		(2,332	)		(921	)		(3,069	)		(2,086	)		(22,072	)
Recoveries		4,274			960			519			686			575			7,014
Net Provision for loan losses (a)		11,884			6,449			92			(1,758	)		1,299			17,966
Increase in indemnification asset (a)		19,378			3,864			—			4,260			—			27,502
Ending balance	$	78,731		$	13,567		$	2,608		$	9,441		$	8,060		$	112,407
Ending balance:
Individually evaluated for impairment	$	9,468		$	1,420		$	—		$	—		$	—		$	10,888
Ending balance:
Collectively evaluated for impairment	$	69,263		$	12,147		$	2,608		$	9,441		$	8,060		$	101,519
Ending balance:
Covered loans with deteriorated credit quality	$	20,398		$	4,485		$	—		$	4,364		$	—		$	29,247
Loans:
Ending balance:	$	8,233,519		$	1,443,817		$	278,261		$	1,197,568		$	95,888		$	11,249,053
Ending balance:
Individually evaluated for impairment	$	48,182		$	7,677		$	—		$	—		$	—		$	55,859
Ending balance:
Collectively evaluated for impairment	$	7,837,896		$	1,188,651		$	278,261		$	1,044,689		$	95,888		$	10,445,385
Ending balance:
Covered loans	$	347,441		$	247,489		$	—		$	152,879		$	—		$	747,809
Ending balance:
Acquired loans (b)	$	5,040,123		$	830,667		$	—		$	447,096		$	—		$	6,317,886

(a) The provision for loan losses is shown “net” after coverage provided by FDIC loss share agreements on covered loans. This results in an increase in the indemnification asset, which is the difference between the provision for loan losses on covered loans of $28,948, and the impairment ($1,446) on those covered loans.

(b) Acquired loans are recorded at fair value with no allowance brought forward in accordance with acquisition accounting.

				Residential			Indirect			Direct			Finance
	Commercial			mortgages			consumer			consumer			Company			Total
(In thousands)	June 30, 2010
Allowance for loan losses:
Beginning balance	$	42,484		$	4,782		$	3,826		$	7,145		$	7,813		$	66,050
Charge-offs		(21,886	)		(1,322	)		(1,594	)		(2,538	)		(2,818	)		(30,158	)
Recoveries		1,111			145			537			689			504			2,986
Net Provision for loan losses		32,322			1,453			483			1,334			2,751			38,343
Ending balance	$	54,031		$	5,058		$	3,252		$	6,630		$	8,250		$	77,221
Ending balance:
Individually evaluated for impairment	$	11,145		$	828		$	—		$	—		$	—		$	11,973
Ending balance:
Collectively evaluated for impairment	$	42,886		$	4,230		$	3,252		$	6,630		$	8,250		$	65,248
Ending balance:
Covered loans with deteriorated credit quality	$	—		$	—		$	—		$	—		$	—		$	—
Loans:
Ending balance:	$	3,042,654		$	751,259		$	329,658		$	743,118		$	105,513		$	4,972,202
Ending balance:
Individually evaluated for impairment	$	69,771		$	4,722		$	—		$	—		$	—		$	74,493
Ending balance:
Collectively evaluated for impairment	$	2,604,343		$	442,643		$	329,658		$	558,785		$	105,513		$	4,040,942
Ending balance:
Covered loans	$	368,540		$	303,894		$	—		$	184,333		$	—		$	856,767

20

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

7. Loans and Allowance for Loan Losses (continued)

In some instances, loans are placed on nonaccrual status. All accrued but uncollected interest related to the loan is deducted from income in the period the loan is assigned a nonaccrual status. For such period as a loan is in nonaccrual status, any cash receipts are applied first to principal, second to expenses incurred to cause payment to be made and lastly to the recovery of any reversed interest income and interest that would be due and owing subsequent to the loan being placed on nonaccrual status for all classes of financing receivables. Covered and acquired loans accounted for in accordance with ASC 310-30 are considered to be performing due to the application of the accretion method. These loans are excluded from the table due to their performing status. Certain covered loans accounted for using the cost recovery method or in accordance with ASC 310-20 are disclosed as non-accrual loans below. A reserve is recorded when estimated losses are in excess of the net purchase accounting marks. Loans under ASC 310-20 have accretable interest income over the life based on contractual payments receivable. The following table shows the composition of non-accrual loans by portfolio segment:

	June 30,		December 31,
	2011		2010
	(In thousands)
Commercial - originated	$	37,597	$	41,667
Commercial - restructured		8,410		8,712
Commercial - covered		33,869		41,917
Residential mortgages - originated		27,412		18,699
Residential mortgages - covered		2,710		3,199
Indirect consumer - originated		—		—
Direct consumer - originated		1,937		4,862
Direct consumer - acquired		1,504		—
Direct consumer - covered		2,935		170
Finance Company - originated		1,271		1,759
Total	$	117,645	$	120,985

Included in nonaccrual loans is $8.4 million in restructured commercial loans. Total troubled debt restructurings as of June 30, 2011 were $18.6 million. Loan restructurings occur when a borrower is experiencing, or is expected to experience, financial difficulties in the near-term and, consequently, a modification that would otherwise not be considered is granted to the borrower. The concessions involve paying interest only for a period of 6 to 12 months. Hancock does not typically lower the interest rate or forgive principal or interest as part of the loan modification. There have been no commitments to lend additional funds to any borrowers whose loans have been restructured. Troubled debt restructurings can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing to accrue, depending on the individual facts and circumstances of the borrower. The evaluation of the borrower’s financial condition and prospects include consideration of the borrower’s sustained historical repayment performance for a reasonable period prior to the date on which the loan is returned to accrual status. A sustained period of repayment performance generally would be a minimum of six months and would involve payments of cash or cash equivalents. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan remains classified as a nonaccrual loan.

The Company’s investments in impaired loans at June 30, 2011 and December 31, 2010 were $95.4 million and $107.7 million, respectively. The amount of interest that would have been recognized on nonaccrual loans for the three and six months ended June 30, 2011 was approximately $1.5 million and $2.9 million, respectively. Interest recovered on nonaccrual loans that were recorded in net income for the three and six months ended June 30, 2011 was $0.2 million and $0.7 million, respectively.

21

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

7. Loans and Allowance for Loan Losses (continued)

The following table presents impaired loans disaggregated by class at June 30, 2011 and December 31, 2010:

June 30, 2011	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
			(In thousands)
With no related allowance recorded:
Commercial - originated	$	12,959	$	12,959	$	—	$	18,048	$	70
Residential mortgages - originated		962		962		—		1,075		—
Residential mortgages - covered		2,710		2,710		—		2,974		—
Direct consumer - covered		2,935		2,935		—		2,189		—
		19,566		19,566		—		24,286		70
With an allowance recorded:
Commercial - originated		35,223		35,223		9,468		34,656		400
Commercial - covered		33,869		33,869		10,900		37,792		—
Residential mortgages - originated		6,715		6,715		1,420		5,443		59
		75,807		75,807		21,788		77,891		459
Total:
Commercial - originated		48,182		48,182		9,468		52,704		470
Commercial - covered		33,869		33,869		10,900		37,792		—
Residential mortgages - originated		7,677		7,677		1,420		6,518		59
Residential mortgages - covered		2,710		2,710		—		2,974		—
Direct consumer - covered		2,935		2,935		—		2,189		—
Total	$	95,373	$	95,373	$	21,788	$	102,177	$	529
December 31, 2010	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
			(In thousands)
With no related allowance recorded:
Commercial	$	22,641	$	22,641	$	—	$	26,472	$	224
Commercial - covered		41,917		41,917		—		49,070		—
Residential mortgages		1,263		1,263		—		1,601		26
Residential mortgages - covered		3,199		3,199		—		3,631		—
Direct consumer - covered		170		170		—		184		—
		69,190		69,190		—		80,958		250
With an allowance recorded:
Commercial		34,194		34,194		10,648		36,650		523
Residential mortgages		4,355		4,355		1,304		4,358		88
		38,549		38,549		11,952		41,008		611
Total:
Commercial		56,835		56,835		10,648		63,122		747
Commercial - covered		41,917		41,917		—		49,070		—
Residential mortgages		5,618		5,618		1,304		5,959		114
Residential mortgages - covered		3,199		3,199		—		3,631		—
Direct consumer - covered		170		170		—		184		—
Total	$	107,739	$	107,739	$	11,952	$	121,966	$	861

22

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

7. Loans and Allowance for Loan Losses (continued)

Accruing loans 90 days past due as a percent of loans was 0.04% and 0.03% at June 30, 2011 and December 31, 2010, respectively. Loans for the acquired portfolio are now accounted for under acquisition accounting and are considered performing. Covered and required loans accounted for in accordance with ASC 310-30 are considered to be performing due to the application of the accretion method. These loans are excluded from the table due to their performing status. Certain covered loans accounted for using the cost recovery method or acquired loans accounted for in accordance with ASC 310-20 are disclosed as non-current loans below. The following table presents the age analysis of past due loans at June 30, 2011 and December 31, 2010:

June 30, 2011	30-89 days past due		Greater than 90 days past due		Total past due		Current		Total Loans		Recorded investment > 90 days and accruing
	(In thousands)
Commercial - originated	$	12,600	$	39,506	$	52,106	$	2,775,243	$	2,827,349	$	1,909
Commercial - restructured		—		8,410		8,410		10,196		18,606		—
Commercial - acquired		—		—		—		5,040,123		5,040,123		—
Commercial - covered		—		33,869		33,869		313,572		347,441		—
Residential mortgages - originated		21,481		27,942		49,423		316,238		365,661		530
Residential mortgages - acquired		—		—		—		830,667		830,667		—
Residential mortgages - covered		—		2,710		2,710		244,779		247,489		—
Indirect consumer - originated		—		—		—		278,261		278,261		—
Direct consumer - originated		2,311		2,002		4,313		593,280		597,593		65
Direct consumer - acquired		1,776		3,057		4,833		442,263		447,096		1,553
Direct consumer - covered		—		2,935		2,935		149,944		152,879		—
Finance Company		2,740		1,271		4,011		91,877		95,888		—
Total	$	40,908	$	121,702	$	162,610	$	11,086,443	$	11,249,053	$	4,057
December 31, 2010	30-89 days past due		Greater than 90 days past due		Total past due		Current		Total Loans		Recorded investment > 90 days and accruing
	(In thousands)
Commercial	$	12,463	$	41,967	$	54,430	$	2,706,363	$	2,760,793	$	300
Commercial - restructured		—		8,712		8,712		3,929		12,641		—
Commercial - covered		—		41,917		41,917		332,414		374,331		—
Residential mortgages		22,109		19,573		41,682		324,502		366,184		874
Residential mortgages - covered		—		3,199		3,199		290,306		293,505		—
Indirect consumer		—		—		—		309,454		309,454		—
Direct consumer		4,488		5,180		9,668		588,279		597,947		318
Direct consumer - covered		—		170		170		141,145		141,315		—
Finance Company		2,011		1,759		3,770		97,224		100,994		—
Total	$	41,071	$	122,477	$	163,548	$	4,793,616	$	4,957,164	$	1,492

23

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

7. Loans and Allowance for Loan Losses (continued)

The following table presents the credit quality indicators of the Company’s various classes of loans at June 30, 2011 and December 31, 2010:

Commercial credit exposure

Credit risk profile by creditworthiness category

	June 30, 2011								December 31, 2010
	Commercial - originated		Commercial - acquired		Commercial - covered		Total commercial		Commercial - originated		Commercial - covered		Total commercial
	(In thousands)								(In thousands)
Grade:
Pass	$	2,419,097	$	4,205,394	$	37,910	$	6,662,401	$	2,332,952	$	45,609	$	2,378,561
Pass-Watch		102,524		—		24,998		127,522		138,839		35,289		174,128
Special Mention		15,887		145,666		14,265		175,818		26,216		21,031		47,247
Substandard		245,407		685,878		134,788		1,066,073		265,180		254,033		519,213
Doubtful		63,040		3,185		135,480		201,705		10,247		18,369		28,616
Loss		—		—		—		—		—		—		—
Total	$	2,845,955	$	5,040,123	$	347,441	$	8,233,519	$	2,773,434	$	374,331	$	3,147,765

Residential mortgage credit exposure

Credit risk profile by internally assigned grade

	June 30, 2011								December 31, 2010
	Residential mortgages - originated		Residential mortgages - acquired		Residential mortgages - covered		Total residential mortgages		Residential mortgages - originated		Residential mortgages - covered		Total residential mortgages
	(In thousands)								(In thousands)
Grade:
Pass	$	277,441	$	745,537	$	112,434	$	1,135,412	$	284,712	$	159,885	$	444,597
Pass-Watch		6,010		—		21,699		27,709		7,857		29,673		37,530
Special Mention		546		9,856		8,156		18,558		—		15,220		15,220
Substandard		81,664		73,419		96,375		251,458		73,615		87,636		161,251
Doubtful		—		1,824		8,825		10,649		—		1,091		1,091
Loss		—		31		—		31		—		—		—
Total	$	365,661	$	830,667	$	247,489	$	1,443,817	$	366,184	$	293,505	$	659,689

Consumer credit exposure

Credit risk profile based on payment activity

	June 30, 2011
	Direct consumer - originated		Direct consumer - acquired		Direct consumer - covered		Total direct consumer		Indirect consumer		Finance company
	(In thousands)
Performing	$	595,656	$	445,592	$	149,944	$	1,191,192	$	278,261	$	94,617
Nonperforming		1,937		1,504		2,935		6,376		—		1,271
Total	$	597,593	$	447,096	$	152,879	$	1,197,568	$	278,261	$	95,888

	December 31, 2010
	Direct consumer - originated		Direct consumer - covered		Total direct consumer		Indirect consumer		Finance company
	(In thousands)
Performing	$	593,085	$	141,145	$	734,230	$	309,454	$	99,235
Nonperforming		4,862		170		5,032		—		1,759
Total	$	597,947	$	141,315	$	739,262	$	309,454	$	100,994

24

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

7. Loans and Allowance for Loan Losses (continued)

All loans are reviewed periodically over the course of the year. Lending officers are primarily responsible for ongoing monitoring and the assignment of risk ratings to individual loans based on established guidelines. An independent credit review function assesses the accuracy of officer ratings and the timeliness of rating changes and performs reviews of the underwriting processes.

Below are the definitions of the Company’s internally assigned grades:

• Pass - loans properly approved, documented, collateralized, and performing which do not reflect an abnormal credit risk.

• Pass - Watch - Credits in this category are of sufficient risk to cause concern. This category is reserved for credits that display negative performance trends. The “Watch” grade should be regarded as a transition category.

• Special Mention - These credits exhibit some signs of “Watch”, but to a greater magnitude. These credits constitute an undue and unwarranted credit risk, but not to a point of justifying a classification of “Substandard”. They have weaknesses that, if not checked or corrected, weaken the asset or inadequately protect the bank.

• Substandard - These credits constitute an unacceptable risk to the bank. They have recognized credit weaknesses that jeopardize the repayment of the debt. Repayment sources are marginal or unclear. Credits that have debt service coverage less than one-to-one (1:1) or are collateral dependent will almost always be accorded this grade.

• Doubtful - A Doubtful credit has all of the weaknesses inherent in one classified “Substandard” with the added characteristic that weaknesses make collection or liquidation in full questionable or improbable. The possibility of a loss is extremely high.

• Loss - Credits classified as Loss are considered uncollectable and should be charged off promptly once so classified.

• Performing - Loans on which payments of principal and interest are less than 90 days past due.

• Non-performing - A non-performing loan is a loan that is in default or close to being in default and there are good reasons to doubt that payments will be made in full. All loans rated as non-accrual are also non-performing.

The Company held $67.1 million and $21.9 million in loans held for sale at June 30, 2011 and December 31, 2010, respectively, carried at lower of cost or fair value. Of the $67.1 million, $35.9 million are problem commercial loans held for sale. The remainder of $31.2 million is mortgage loans for sale. Gain on the sale of loans totaled $0.05 million and $1.0 million for the six months ended June 30, 2011 and 2010, respectively. Mortgage loans held for sale are originated on a best-efforts basis, whereby a commitment by a third party to purchase the loan has been received concurrent with the Banks’ commitment to the borrower to originate the loan.

25

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

8. Earnings Per Share

The Company adopted the FASB’s authoritative guidance regarding the determination of whether instruments granted in share-based payment transactions are participating securities. This guidance provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and should be included in the computation of earnings per share pursuant to the two-class method. This guidance was effective January 1, 2010.

Following is a summary of the information used in the computation of earnings per common share (in thousands), using the two-class method:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Numerator:
Net income to common shareholders	$	12,088	$	6,500	$	27,416	$	20,334
Net income allocated to participating securities - basic and diluted		77		58		151		115
Net income allocated to common shareholders - basic and diluted	$	12,011	$	6,442	$	27,265	$	20,219
Denominator:
Weighted-average common shares - basic		54,890		36,876		46,160		36,855
Dilutive potential common shares		145		202		150		220
Weighted average common shares - diluted		55,035		37,078		46,310		37,075
Earnings per common share:
Basic	$	0.22	$	0.17	$	0.59	$	0.55
Diluted	$	0.22	$	0.17	$	0.59	$	0.55

The converted Whitney options of 775,261 were anti-dilutive share-based incentives outstanding for the three and six months ended June 30, 2011.

There were no other anti-dilutive share-based incentives outstanding for the three and six months ended June 30, 2011 and June 30, 2010.

9. Share-Based Payment Arrangements

Stock Option Plans

Hancock maintains incentive compensation plans that incorporate share-based compensation. These plans have been approved by the Company’s shareholders. Detailed descriptions of these plans were included in note 11 to the consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2010. No options were granted in the first six months of 2011.

Whitney’s outstanding stock options were converted and remain outstanding at the date of acquisition. These options will expire at the earlier of (1) their expiration date (which is generally ten years after the grant date), except for grants made in 2005, which will expire six months following the Merger or (2) a date following termination of employment, as set forth in the merger document. These options have no intrinsic value.

26

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

9. Share-Based Payment Arrangements (continued)

A summary of option activity under the plans for the three months ended June 30, 2011, and changes during the three months then ended is presented below:

Options	Number of Shares			Weighted- Average Exercise Price ($)		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value ($000)
Outstanding at January 1, 2011		1,129,520		$	35.08		6.3
Whitney Bank options at acquisition date		775,261		$	62.64		1.8
Granted		—		$	—
Exercised		(5,194	)	$	22.07			$	—
Forfeited or expired		(66,400	)	$	43.78
Outstanding at June 30, 2011		1,833,187		$	46.45		3.5	$	1,197
Exercisable at June 30, 2011		1,415,195		$	49.48		2.9	$	1,197
Share options expected to vest		417,992		$	36.19		8.5	$	—

The total intrinsic value of options exercised during the three months ended June 30, 2011 and 2010 was $0.1 million and $0.6 million, respectively.

A summary of the status of the Company’s nonvested shares as of June 30, 2011, and changes during the six months ended June 30, 2011, is presented below:

	Number of Shares			Weighted- Average Grant-Date Fair Value ($)
Nonvested at January 1, 2011		855,873		$	23.93
Granted		519,162		$	32.17
Vested		(84,654	)	$	26.00
Forfeited		(11,792	)	$	28.18
Nonvested at June 30 , 2011		1,278,589		$	27.10

As of June 30, 2011, there was $28.8 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plans. That cost is expected to be recognized over a weighted-average period of 3.4 years. The total fair value of shares which vested during the six months ended June 30, 2011 and 2010 was $2.2 million and $1.6 million, respectively.

27

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

10. Retirement Plans

Net periodic benefits cost includes the following components for the three and six months ended June 30, 2011 and 2010:

	Pension Benefits						Other Post-retirement Benefits
	Three Months Ended June 30,
	2011			2010			2011			2010
	(In thousands)
Service cost	$	1,172		$	875		$	35		$	31
Interest cost		1,363			1,308			152			139
Expected return on plan assets		(1,373	)		(1,161	)		—			—
Amortization of prior service cost		—			—			(13	)		(13	)
Amortization of net loss		586			570			134			76
Amortization of transition obligation		—			—			2			1
Net periodic benefit cost	$	1,748		$	1,592		$	310		$	234

	Pension Benefits						Other Post-retirement Benefits
	Six Months Ended June 30,
	2011			2010			2011			2010
	(In thousands)
Service cost	$	2,344		$	1,750		$	69		$	62
Interest cost		2,726			2,617			305			278
Expected return on plan assets		(2,745	)		(2,323	)		—			—
Amortization of prior service cost		—			—			(27	)		(26	)
Amortization of net loss		1,172			1,140			269			151
Amortization of transition obligation		—			—			3			2
Net periodic benefit cost	$	3,497		$	3,184		$	619		$	467

The Company anticipates that it will contribute $10.0 million to its pension plan and approximately $1.8 million to its post-retirement benefits in 2011. During the first six months of 2011, the Company contributed approximately $5.7 million to its pension plan and approximately $0.7 million for post-retirement benefits.

28

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

10. Retirement Plans (continued)

The Company is in the process of transitioning the legacy Whitney employees to the Company’s benefit plans. The Whitney pension plan has been closed to new participants since 2008 and remains closed. The other Whitney plans continue to operate as before and will admit new participants if those participants meet the eligibility conditions and perform services at a legacy Whitney location. The merger document requires the defined benefit plan to remain in place for a period of 12 to 18 months post-merger. The Company continues to evaluate these plans for future changes and to make a determination regarding the final benefit structure.

Certain legacy Whitney employees are covered by a noncontributory qualified defined benefit pension plan. The benefits were based on an employee’s total years of service and his or her highest consecutive five-year level of compensation during the final ten years of employment. Contributions were made in amounts sufficient to meet funding requirements set forth in federal employee benefit and tax laws plus such additional amounts as the Company determined to be appropriate. Whitney also had an unfunded nonqualifed defined benefit pension plan that provided retirement benefits to designated executive officers. These benefits were calculated using the qualified plan’s formula, but without applying the restrictions imposed on qualified plans by certain provisions of the Internal Revenue Code. Benefits that become payable under the nonqualifed plan supplement amounts paid from the qualified plan.

Legacy Whitney sponsored an employee savings plan under Section 401(k) of the Internal Revenue Code that covered substantially all full-time employees. Tax law imposed limits on total annual participant savings. Participants were fully vested in their savings and in the matching Company contribution at all times. Concurrent with the defined-benefit plan amendments in late 2008, the Board also approved amendments to the employee savings plan. These amendments authorized the Company to make discretionary profit sharing contributions, beginning in 2009, on behalf of participants in the savings plan who are either (a) ineligible to participate in the qualified defined-benefit plan or (b) subject to the freeze in benefit accruals under the defined-benefit plan. The discretionary profit sharing contribution for a plan year was up to 4% of the participants’ eligible compensation for such year and was allocated only to participants who were employed on the first day of the plan year and at year end. Participants must have completed three years of service to become vested in the Company’s contributions subject to earlier vesting in the case of retirement, death or disability. The Whitney board amended the plan shortly prior to the merger to provide that Whitney employees terminated in connection with the merger would also be vested in any unvested Company contributions.

Net periodic benefits cost for the Whitney sponsored plan includes the following components for the month ended June 30, 2011:

	Pension Benefits			Other Post-retirement Benefits
	Month Ended June 30, 2011
	(In thousands)
Service cost	$	536		$	4
Interest cost		952			63
Expected return on plan assets		(1,375	)		—
Net periodic benefit cost	$	113		$	67

The retirement and restoration plans’ project benefit obligation (PBO) at acquisition were $217.0 million and $14.4 million respectively. These were calculated based on a discount rate of 5.35% at June 4, 2011. Plan assets for these obligations amount to $223.5 million for the retirement plan and $0 for the restoration plan at June 4, 2011.

29

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

11. Other Service Charges, Commission and Fees, and Other Income

Components of other service charges, commission and fees are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
	(In thousands)				(In thousands)
Trust fees	$	5,301	$	4,408	$	9,292	$	8,254
Debit card merchant discount fees		5,968		3,928		9,478		7,524
Income from insurance operations		4,628		3,641		7,878		7,153
Investment and annuity fees		3,267		2,663		6,400		4,942
ATM fees		3,290		2,321		6,021		4,272
Total other service charges, commissions and fees	$	22,454	$	16,961	$	39,069	$	32,145

Components of other income are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
	(In thousands)				(In thousands)
Secondary mortgage market operations	$	1,877	$	1,529	$	3,444	$	3,169
Income from bank owned life insurance		1,902		1,402		3,249		2,676
Safety deposit box income		285		180		536		425
Letter of credit fees		758		370		1,104		632
Gain/loss on sale of assets		11		156		606		282
Accretion of indemnification asset		5,450		1,290		8,494		1,290
Other		1,635		1078		2510		2239
Total other income	$	11,918	$	6,005	$	19,943	$	10,713

12. Other Expense

Components of other expense are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
	(In thousands)				(In thousands)
Data processing expense	$	7,106	$	6,382	$	12,251	$	12,520
Insurance expense		652		498		1,154		989
Ad valorem and franchise taxes		1,557		1,049		2,594		2,030
Deposit insurance and regulatory fees		3,232		2,904		6,344		5,538
Postage and communications		3,642		2,651		6,402		5,223
Stationery and supplies		1,512		773		2,085		1,357
Advertising		2,127		2,193		4,176		3,538
Training expenses		208		163		408		333
Other fees		955		876		1,813		1,877
Travel expense		677		658		1,065		1,072
Other real estate owned expense, net		1,860		2,027		3,301		2,708
Other expense		3,375		2,720		5,855		5,649
Total other expense	$	26,903	$	22,894	$	47,448	$	42,834

30

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

13. Income Taxes

In determining the effective tax rate and tax expense for the three months and six months ended June 30, 2011, the Company referred to the actual results for the current interim periods rather than projected results for the full year. Projections for pretax income for the full year vary widely primarily due to difficulty in estimating the timing and amount of integration costs for our acquisition of Whitney. Changes in these estimates cause significant volatility in a projected tax rate.

Management analyzed the deferred tax assets and liabilities of the Company after the merger with Whitney in order to determine if as valuation allowance was warranted against any deferred tax assets. As a result of the Whitney merger, federal and state net operating loss carryforwards and tax credits were acquired that will be able to be utilized by the Company going forward, subject to certain limitations. Based on the current projections for the Company, and considering the appropriate limitations, the entire federal net operating loss is expected to be fully utilized within the next few years. Based on the Company’s history of sustained profitability, combined with income projections and the full utilization of the material tax attributes obtained in the merger, no additional valuation allowances against deferred tax assets were deemed to be necessary.

Louisiana-sourced income of commercial banks is not subject to state income taxes. Rather, a bank in Louisiana pays a tax based on the value of its capital stock in lieu of income and franchise taxes. The Company’s corporate value tax, related to our Whitney Bank subsidiary headquartered in Louisiana, is included in noninterest expense. This expense will fluctuate in part based on changes in the Whitney Bank’s equity and earnings and in part based on market valuation trends for the banking industry.

There were no material uncertain tax positions as of June 30, 2011 and December 31, 2010. The Company does not expect that unrecognized tax benefits will significantly increase or decrease within the next 12 months.

It is the Company’s policy to recognize interest and penalties accrued relative to unrecognized tax benefits in income tax expense. The interest accrual is considered immaterial to the Company’s consolidated financial statements as of June 30, 2011 and December 31, 2010.

The Company and its subsidiaries file a consolidated U.S. federal income tax return and various returns in the states where its banking offices are located. Its filed income tax returns are no longer subject to examination by taxing authorities for years before 2007.

14. Segment Reporting

The Company’s primary segments are divided into the Hancock, Whitney, and Other. Effective January 1, 2010, the Company’s Florida segment was merged into Hancock, which was previously referred to as Mississippi. On June 4, 2011, we completed the acquisition of Whitney Holding Corporation. Whitney National Bank was merged into Hancock Bank of Louisiana and renamed Whitney Bank. Prior to the merger the segment now called Whitney Bank was Hancock Bank Louisiana, labeled “LA” on the prior period table. As part of the merger, Hancock Bank of Alabama was merged into Whitney Bank. Subsequently, the assets and liabilities of the former Hancock Bank of Alabama were then transferred to Hancock Bank. Prior periods report the segment formerly called Alabama in the Mississippi segment. As a result, Hancock Holding Company is now the parent company of two wholly-owned bank subsidiaries, Hancock Bank, Gulfport, Mississippi (Hancock Bank) and Whitney Bank, New Orleans, Louisiana (Whitney Bank). Each segment offers the same products and services but is managed separately due to different pricing, product demand, and consumer markets. Each segment offers commercial, consumer and mortgage loans and deposit services. In the following tables, the column “Other” includes additional consolidated subsidiaries of the Company: Hancock Investment Services, Inc. and subsidiaries, Hancock Insurance Agency, Inc. and subsidiaries, Harrison Finance Company, Magna Insurance Company, Lighthouse Services Corp., Invest-Sure, Inc., Peoples First Transportation, Inc., Community First, Whitney Securities LLC, Berwick LLC, Key Investment Securities, Inc., and Southern Coastal Insurance Agency, and subsidiaries, and three real estate corporations owning land and buildings that house bank branches and other facilities.

31

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

14. Segment Reporting (continued)

Following is selected information for the Company’s segments (in thousands):

	Three Months Ended June 30, 2011
	Hancock			Whitney			Other			Eliminations			Consolidated
Interest income	$	47,371		$	62,731		$	4,684		$	691		$	115,477
Interest expense		8,422			5,872			1,318			806			16,418
Net interest income		38,949			56,859			3,366			(115	)		99,059
Provision for loan losses		(3,388	)		(5,030	)		(726	)		—			(9,144	)
Noninterest income		26,255			18,192			2,280			(12	)		46,715
Depreciation and amortization		(2,162	)		(1,848	)		(148	)		—			(4,158	)
Other noninterest expense		(44,984	)		(68,155	)		(4,096	)		(27	)		(117,208	)
Securities transactions		—			20			(56	)		—			(36	)
Net income before income taxes		14,670			38			620			(100	)		15,228
Income tax expense (benefit)		3,183			(263	)		220			—			3,140
Net income (loss)	$	11,487		$	301		$	400		$	(100	)	$	12,088
Goodwill	$	23,386		$	601,820		$	4,482		$	—		$	629,688
Total assets	$	5,810,757		$	14,419,232		$	2,770,204		$	(3,242,648	)	$	19,757,545
Total interest income from affiliates	$	866		$	197		$	—		$	(1,063	)	$	—
Total interest income from external customers	$	46,505		$	62,534		$	4,684		$	1,754		$	115,477
	Three Months Ended June 30, 2010
	Hancock			LA			Other			Eliminations			Consolidated
Interest income	$	52,313		$	33,354		$	5,334		$	(1,260	)	$	89,741
Interest expense		16,176			5,743			1,094			(1,145	)		21,868
Net interest income		36,137			27,611			4,240			(115	)		67,873
Provision for loan losses		(14,252	)		(9,481	)		(784	)		—			(24,517	)
Noninterest income		17,647			10,914			6,751			(19	)		35,293
Depreciation and amortization		(2,441	)		(833	)		(206	)		—			(3,480	)
Other noninterest expense		(39,797	)		(20,488	)		(8,392	)		35			(68,642	)
Net income before income taxes		(2,706	)		7,723			1,609			(99	)		6,527
Income tax expense (benefit)		(1,898	)		1,740			185			—			27
Net income (loss)	$	(808	)	$	5,983		$	1,424		$	(99	)	$	6,500
Goodwill	$	23,386		$	33,763		$	4,482		$	—		$	61,631
Total assets	$	5,628,215		$	2,862,112		$	1,143,616		$	(1,133,925	)	$	8,500,018
Total interest income from affiliates	$	1,253		$	1		$	6		$	(1,260	)	$	—
Total interest income from external customers	$	51,060		$	33,353		$	5,328		$	—		$	89,741

32

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

14. Segment Reporting (continued)

	Six Months Ended June 30, 2011
	Hancock			Whitney			Other			Eliminations			Consolidated
Interest income	$	95,001		$	93,858		$	9,633		$	(482	)	$	198,010
Interest expense		20,042			10,069			2,328			(252	)		32,187
Net interest income		74,959			83,789			7,305			(230	)		165,823
Provision for loan losses		(10,964	)		(5,702	)		(1,300	)		—			(17,966	)
Noninterest income		44,081			27,887			8,950			(19	)		80,899
Depreciation and amortization		(4,508	)		(2,490	)		(355	)		—			(7,353	)
Other noninterest expense		(84,786	)		(90,111	)		(12,185	)		50			(187,032	)
Securities transactions gain/(loss)		(51	)		20			(56	)		—			(87	)
Net income before income taxes		18,731			13,393			2,359			(199	)		34,284
Income tax expense (benefit)		2,570			3,452			846			—			6,868
Net income (loss)	$	16,161		$	9,941		$	1,513		$	(199	)	$	27,416
Goodwill	$	23,386		$	601,820		$	4,482		$	—		$	629,688
Total assets	$	5,810,757		$	14,419,232		$	2,770,204		$	(3,242,648	)	$	19,757,545
Total interest income from affiliates	$	2,032		$	204		$	—		$	(2,236	)	$	—
Total interest income from external customers	$	92,969		$	93,654		$	9,633		$	1,754		$	198,010

	Six Months Ended June 30, 2010
	Hancock			LA			Other			Eliminations			Consolidated
Interest income	$	106,672		$	66,702		$	11,300		$	(2,555	)	$	182,119
Interest expense		35,940			11,823			2,230			(2,325	)		47,668
Net interest income		70,732			54,879			9,070			(230	)		134,451
Provision for loan losses		(25,853	)		(9,738	)		(2,752	)		—			(38,343	)
Noninterest income		32,640			21,090			12,991			(47	)		66,674
Depreciation and amortization		(4,960	)		(1,679	)		(414	)		—			(7,053	)
Other noninterest expense		(75,760	)		(40,457	)		(16,752	)		79			(132,890	)
Net income before income taxes		(3,201	)		24,095			2,143			(198	)		22,839
Income tax expense (benefit)		(3,956	)		6,459			2			—			2,505
Net income (loss)	$	755		$	17,636		$	2,141		$	(198	)	$	20,334
Goodwill	$	23,386		$	33,763		$	4,482		$	—		$	61,631
Total assets	$	5,628,215		$	2,862,112		$	1,143,616		$	(1,133,925	)	$	8,500,018
Total interest income from affiliates	$	2,535		$	9		$	11		$	(2,555	)	$	—
Total interest income from external customers	$	104,137		$	66,693		$	11,289		$	—		$	182,119

33

Hancock Holding Company and Subsidiaries

Notes to Condensed Consolidated Financial Statements – (Continued)

(Unaudited)

15. New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (FASB) issued guidance eliminating the option to present the components of other comprehensive income as part of the statement of changes to stockholder’s equity. The final standard allows an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This amendment does not change the items that must be reported in other comprehensive income or when an item in other comprehensive income must be reclassified to net income. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and should be applied retrospectively. The adoption of this guidance will change presentation only and will not have a material impact on the company’s financial condition or results of operations.

In May 2011, the FASB issued amendments to achieve common fair value measurement and disclosure requirements in U.S. generally accepted accounting principles (GAAP) and international financial reporting standards (IFRS) resulting in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term “fair value”. The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The guidance is to be applied prospectively and is effective during interim and annual periods beginning after December 15, 2011. The adoption of this guidance is not expected to have a material impact on the company’s financial condition or results of operations.

In April 2011, FASB issued updated guidance for receivables regarding a creditor’s determination of whether a restructuring is a troubled debt restructuring (TDR). The final standard does not change the long-standing guidance that a restructuring of a debt constitutes a TDR “if the creditor for economic or legal reasons related to the debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider”. The update clarifies which loan modifications constitute troubled debt restructurings and is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings. The new guidance is effective for interim and annual periods beginning on June 15, 2011, and should be applied retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption. The adoption of this guidance is not expected to have a material impact on the company’s financial condition or results of operations.

In April 2011, FASB issued an update on reconsideration of effective control for repurchase agreements. The guidance is intended to improve the accounting for repurchase agreements (“repos”) and other similar agreements. Specifically, the guidance modifies the criteria for determining when these transactions would be accounted for as financings (secured borrowings/lending agreements) as opposed to sales (purchases) with commitments to repurchase (resell). Currently, when assessing effective control, one of the conditions a transferor has to meet is the ability to repurchase or redeem the financial assets even in the event of default of the transferee. The update removes from the assessment of effective control the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in default by the transferee. The FASB’s action makes the level of cash collateral received by the transferor in a repo or other similar agreement irrelevant in determining if it should be accounted for as a sale. The guidance is effective prospectively for new transfers and existing transactions that are modified in the first interim or annual period beginning on or after December 15, 2011. The adoption of this guidance is not expected to have a material impact on the company’s financial condition or results of operations.

34

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

General

The following discussion should be read in conjunction with our financial statements included with this report and our financial statements and related Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our 2010 Annual Report on Form 10-K. Our discussion includes various forward-looking statements about our markets, the demand for our products and services and our future results. These statements are based on certain assumptions we consider reasonable. For information about these assumptions, you should refer to the section below entitled “Forward-Looking Statements.”

We were organized in 1984 as a bank holding company registered under the Bank Holding Company Act of 1956, as amended, and are headquartered in Gulfport, Mississippi. On June 4, 2011, we completed the acquisition of Whitney Holding Corporation. Whitney National Bank was merged into Hancock Bank of Louisiana and renamed Whitney Bank. As part of the merger, Hancock Bank of Alabama was merged into Whitney Bank. The assets and liabilities of the former Hancock Bank of Alabama were then transferred to Hancock Bank. As a result, Hancock Holding Company is now the parent company of two wholly-owned bank subsidiaries, Hancock Bank, Gulfport, Mississippi (Hancock Bank) and Whitney Bank, New Orleans, Louisiana (Whitney Bank). Hancock Bank and Whitney Bank are referred to collectively as the “Banks.” Hancock Bank subsidiaries include Hancock Investment Services, Hancock Insurance Agency, and Harrison Finance Company. Whitney Bank subsidiaries include Whitney Securities LLC, Berwick LLC, Key Investment Securities, Inc., and Southern Coastal Insurance Agency. We currently operate nearly 300 banking and financial services offices and almost 400 automated teller machines (ATMs) in the states of Mississippi, Louisiana, Florida, Alabama, and Texas.

The Banks are community oriented and focus primarily on offering commercial, consumer and mortgage loans and deposit services to individuals and small to middle market businesses in their respective market areas. Our operating strategy is to provide our customers with the financial sophistication and breadth of products of a regional bank, while successfully retaining the local appeal and level of service of a community bank. At June 30, 2011, we had total assets of $19.8 billion and employed 4,892 persons on a full-time equivalent basis.

RESULTS OF OPERATIONS OVERVIEW

For the quarter ended June 30, 2011, net income was $12.1 million with fully diluted earnings per share of $0.22 compared to net income of $6.5 million with fully diluted earnings per share of $0.17 at June 30, 2010. This quarter’s earnings per share includes the impact our recent common stock offering that occurred in the first quarter and additional shares issued in the acquisition of Whitney Holding Company discussed below. Net income for the second quarter was significantly impacted by $22.2 million in merger-related expenses related to the acquisition of Whitney Holding Company. Operating income for the second quarter of 2011 was $26.6 million or $0.48 per diluted common share compared to $16.4 million or $0.44 and $7.7 million or $0.43 in the first quarter of 2011 and second quarter of 2010, respectively. Operating income is defined as net income excluding tax-adjusted merger costs and securities transactions gains or losses. See selected financial data for a reconciliation of net income to operating income. Return on average assets was 0.42% compared to 0.31% at June 30, 2010.

On March 25, 2011, we closed a common stock offering. In connection with the offering, we issued 6,201,500 shares of common stock at a price of $32.25 per share. Net proceeds were approximately $191.0 million. On April 26, 2011, we announced that the underwriters exercised the overallotment option granted to them in connection with the March 2011 stock offering and purchased 756,643 shares of common stock. Completion of the public offering and overallotment resulted in total net proceeds of approximately $214.0 million. The proceeds of the offering were used for general corporate purposes, including the enhancement of our capital position and the repurchase of Whitney Holding Corporation’s TARP preferred stock and warrant upon closing of the acquisition. Our tangible common equity ratio stood at 8.09% at June 30, 2011.

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On June 4, 2011, Hancock completed its acquisition of Whitney Holding Corporation (“Whitney”) headquartered in New Orleans, Louisiana. The impact of the acquisition is reflected in the Company’s financial information from the acquisition date. Whitney common shareholders received 0.418 shares of Hancock common stock in exchange for each share of Whitney stock, resulting in Hancock issuing 40,794,261 common shares at a fair value of $1.3 billion. The Whitney TARP preferred stock plus warrant of $307.7 million was purchased by the Company as part of the merger transaction. In total, the purchase price was approximately $1.6 billion based on the fair value on the acquisition date of Hancock common stock exchanged, the options to purchase Hancock common stock, and cash paid for the TARP preferred stock and warrant. Assets acquired totaled $11.7 billion, including $6.5 billion in loans, $2.6 billion of investment securities, and $780 million of intangibles. Liabilities assumed were $10.1 billion, including $9.2 billion of deposits.

The following chart summarizes the acquired balance sheet at fair value:

Preliminary Statement of Net Assets Acquired

As of June 4, 2011

(dollars in millions)

Cash and short-term investments	$	957
Loans held for sale		57
Securities		2,635
Loans and leases		6,456
Property and equipment		284
Other intangibles		266
Other Assets		580
Total Assets		11,235
Deposits	$	9,182
Borrowings		776
Other liabilities		175
Total Liabilities Acquired		10,133
Net identifiable Asset Acquired	$	1,102
Goodwill		514
Net Assets Acquired	$	1,616

Total assets at June 30, 2011, were $19.8 billion, compared to $8.3 billion at March 31, 2011 and $8.1 billion at December 31, 2010. The increase from the prior periods mainly reflects the $11.7 billion in assets acquired in the Whitney merger.

Hancock continues to remain well capitalized, with total equity of $2.4 billion at June 30, 2011 compared to $1.1 billion at March 31, 2011 and $856.5 million at December 31, 2010. The increase in the second quarter 2011 from the prior period mainly reflects the addition of equity from the Whitney acquisition. The company’s tangible common equity ratio was 8.09% at June 30, 2011 compared to 11.94% at March 31, 2011 and 9.69% at December 31, 2010. The decline from the first quarter reflects the impact of the Whitney acquisition.

Net Interest Income

Net interest income (taxable equivalent or te) for the second quarter increased $31.0 million, or 43.7%, from June 30, 2010, and increased $32.3 million, or 46.4%, from the prior quarter. The net interest margin (te) of 4.11% was 24 basis points wider than the same quarter a year ago and was 14 basis points wider than the prior quarter. Average earning assets grew $2.6 billion compared to prior quarter and $2.9 billion compared with the same quarter a year ago due to the acquisition of Whitney. The increase in the margin of 14 basis points reflected a favorable shift in funding sources and a decline in funding costs, offset by a less favorable shift in the mix of earning assets and a decline in investment portfolio yields. These changes are mainly related to the acquisition of Whitney.

The Company’s loan yield was unchanged from the first quarter of 2011, while the yield on securities decreased 35 basis points, resulting in a decline in the yield on average earning assets of 10 basis points. Total funding costs were down 24 basis points from the first quarter.

36

Provision for Loan Losses

Provisions are made to the allowance to reflect incurred losses associated with our loan portfolio. Hancock recorded a total provision for loan losses for the second quarter of 2011 of $9.1 million compared to $8.8 million in the first quarter of 2011 and to $24.5 million in the second quarter of 2010. During the second quarter Hancock reversed the remaining $2.7 million of allowance established to cover estimated losses from the BP oil spill, and increased the unallocated portion of the reserve for loan losses by $1.2 million.

During the second quarter of 2011 the company recorded an $18.0 million increase in the allowance for losses due to impairment on certain pools of covered loans since the December 2009 acquisition of Peoples First, which was mostly offset by an increase in the Company’s FDIC loss share receivable for the 95% loss coverage. This resulted in a net provision for the second quarter of $0.9 million on the covered loans.

37

Noninterest Income

Noninterest income for the second quarter of 2011 was up $11.4 million, or 32%, compared to the same quarter a year ago, largely due to the $4.2 million increase in accretion on the FDIC indemnification asset from our fourth quarter 2009 acquisition of Peoples First. Income from insurance operations was up $1.0 million, or 27%, compared to the second quarter of 2010 due to insurance renewals. The remainder of the increase was related to the impact of the Whitney acquisition

The components of noninterest income for the three and six months ended June 30, 2011 and 2010 are presented in the following table:

	Three Months Ended June 30,					Six Months Ended June 30,
	2011			2010		2011			2010
	(In thousands)					(In thousands)
Service charges on deposit accounts	$	12,343		$	12,327	$	21,887		$	23,816
Trust fees		5,301			4,408		9,292			8,254
Debit card merchant discount fees		5,968			3,928		9,478			7,524
Income from insurance operations		4,628			3,641		7,878			7,153
Investment and annuity fees		3,267			2,663		6,400			4,942
ATM fees		3,290			2,321		6,021			4,272
Secondary mortgage market operations		1,877			1,529		3,444			3,169
Income from bank owned life insurance		1,842			1,343		3,164			2,591
Letter of credit fees		758			370		1,104			632
Gain/loss on sale of assets		11			156		606			282
Accretion of indemnification asset		5,450			1,290		8,494			1,290
Other income		1980			1317		3131			2749
Securities transactions loss, net		(36	)		—		(87	)		—
Total noninterest income	$	46,679		$	35,293	$	80,812		$	66,674

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Noninterest Expense

Operating expenses for the second quarter of 2011 were $49.2 million, or 68%, higher compared to the same quarter a year ago. Included in operating expenses for the second quarter of 2011 are total merger-related and integration costs of $22.2 million related to the acquisition of Whitney.

Total personnel expense increased $22.2 million, or 63%, compared to the same quarter last year. The increase is mainly due to additional full time equivalent employees, additional incentive expense, and salary increases associated with the Whitney acquisition. Included in this amount is $4.0 million in merger-related retention and severance costs. Total personnel expense consists of employee compensation and employee benefits. Employee compensation includes base salaries and contract labor costs, compensation earned under sales-based and other employee incentive programs, and compensation expense under management incentive plans. Employee benefits, in addition to payroll taxes, are the cost of providing health benefits for active and retired employees and the cost of providing pension benefits through both the defined-benefit plans and a 401(k) employee savings plan.

Legal and professional services increased $18.4 million, or 409%, compared to the second quarter of 2010, mostly due to merger-related services for the acquisition of Whitney in the amount of $17.2 million.

The remainder of the increase in noninterest expense was due to increased activity related to the Whitney acquisition. Other merger-related and integration costs are $0.2 million in advertising, $0.4 million in stationary and supplies, and $0.1 million in postage and communications.

The following table presents the components of noninterest expense for the three months ended June 30, 2011 and 2010.

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
	(In thousands)				(In thousands)
Employee compensation	$	46,970	$	27,803	$	76,379	$	54,770
Employee benefits		10,565		7,576		18,991		15,376
Total personnel expense		57,535		35,379		95,370		70,146
Equipment and data processing expense		10,767		9,024		18,766		17,887
Net occupancy expense		8,760		6,026		14,671		12,169
Postage and communications		3,642		2,651		6,402		5,223
Ad valorem and franchise taxes		1,557		1,049		2,594		2,030
Legal and professional services		22,886		4,497		28,146		8,005
Stationery and supplies		1,512		773		2,085		1,357
Amortization of intangible assets		1,621		684		2,235		1,422
Advertising		2,127		2,193		4,176		3,538
Deposit insurance and regulatory fees		3,232		2,904		6,344		5,538
Training expenses		208		163		408		333
Other real estate owned expense, net		1,860		2,027		3,301		2,708
Insurance expense		652		498		1,154		989
Other fees		955		876		1,813		1,877
Non loan charge-offs		277		308		471		513
Other expense		3,775		3,070		6,449		6,208
Total noninterest expense	$	121,366	$	72,122	$	194,385	$	139,943

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Income Taxes

For the six months ended June 30, 2011 and 2010, the effective income tax rates were approximately 20% and 11%, respectively. In determining the effective tax rate and tax expense for the three and six months ended June 30, 2011, the Company referred to the actual results for the current interim periods rather than projected results for the full year. Projections for the full year vary widely primarily due to difficulty in estimating the timing and amount of integration costs for our acquisition of Whitney. Changes in these estimates cause significant volatility in a projected effective tax rate. The Company’s effective tax rates have varied from the 35% federal statutory rate primarily because of tax-exempt income and the availability of tax credits. Interest income from the financing of state and local governments and earnings from the bank-owned life insurance program are the major components of tax-exempt income. The source of the tax credits for 2011 and 2010 resulted from investments in New Market Tax Credits, Qualified Bond Credits and Work Opportunity Tax Credits. Tax-exempt income and tax credits tend to decrease the effective tax benefit rate from the statutory rate in profitable periods and to increase the effective tax expense rate in loss periods.

Selected Financial Data

The following tables contain selected financial data comparing our consolidated results of operations for the three and six months ended June 30, 2011 and 2010.

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
	(In thousands, except per share data)				(In thousands, except per share data)
Per Common Share Data
Earnings per share:
Basic	$	0.22	$	0.17	$	0.59	$	0.55
Diluted	$	0.22	$	0.17	$	0.59	$	0.55
Cash dividends per share	$	0.24	$	0.24	$	0.48	$	0.48
Book value per share (period-end)	$	28.18	$	23.36	$	28.18	$	23.36
Weighted average number of shares:
Basic		54,890		36,876		46,160		36,855
Diluted (1)		55,035		37,078		46,310		37,075
Period-end number of shares		84,694		36,877		84,694		36,877
Market data:
High price	$	34.57	$	43.90	$	35.68	$	45.86
Low price	$	30.04	$	33.27	$	30.04	$	33.27
Period-end closing price	$	30.98	$	33.36	$	30.98	$	33.36
Trading volume (2)		32,122		12,443		58,064		22,055

(1) The converted Whitney options of 775,261 were anti-dilutive share-based incentives outstanding for the three and six months ended June 30, 2011. There were no anti-dilutive share-based incentives outstanding for the three and six months ended June 30, 2010.

(2) Trading volume is based on the total volume as determined by NASDAQ on the last day of the quarter.

Reconciliation of Net Income to Operating Income:
Net income	$	12,088		$	6,500	$	27,416		$	20,334
Merger-related expenses		22,219			1,718		23,808			3,167
Securities transactions gains/(losses)		(36	)		—		(87	)		—
Taxes on adjustments		7,789			621		8,364			1,146
Operating income (a)	$	26,554		$	7,597	$	42,947		$	22,355

(a) Net income less tax-effected merger costs and securities gains/losses. Management believes that this is a useful financial measure measure because it enables investors to assess ongoing operations.

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	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
	(dollar amounts in thousands)						(dollar amounts in thousands)
Performance Ratios
Return on average assets		0.42	%		0.31	%		0.56	%		0.48	%
Return on average common equity		3.32	%		3.03	%		4.72	%		4.78	%
Earning asset yield (tax equivalent (“TE”))		4.77	%		5.06	%		4.81	%		5.11	%
Total cost of funds		0.66	%		1.19	%		0.76	%		1.30	%
Net interest margin (TE)		4.11	%		3.87	%		4.05	%		3.81	%
Common equity (period-end) as a percent of total assets (period-end)		12.08	%		10.13	%		12.08	%		10.13	%
Leverage ratio (period-end) (a)		13.50	%		9.06	%		13.50	%		9.06	%
FTE headcount		4,892			2,278			4,892			2,278
Asset Quality Information
Non-accrual loans	$	109,234		$	150,127		$	109,234		$	150,127
Restructured loans (b)		18,606						18,606			—
Foreclosed assets		130,320			44,901			130,320			44,901
Total non-performing assets	$	258,160		$	195,028		$	258,160		$	195,028
Non-performing assets as a percent of loans and foreclosed assets		2.27	%		3.89	%		2.27	%		3.89	%
Accruing loans 90 days past due (c)	$	4,057		$	8,002		$	4,057		$	8,002
Accruing loans 90 days past due as a percent of loans		0.04	%		0.16	%		0.04	%		0.16	%
Non-performing assets + accruing loans 90 days past due to loans and foreclosed assets		2.30	%		4.05	%		2.30	%		4.05	%
Net charge-offs	$	8,241		$	13,921		$	15,058		$	27,172
Net charge-offs as a percent of average loans		0.49	%		1.11	%		0.52	%		1.09	%
Allowance for loan losses	$	112,407		$	77,221		$	112,407		$	77,221
Allowance for loan losses as a percent of period-end loans		1.00	%		1.55	%		1.00	%		1.55	%
Allowance for loan losses to non-performing loans + accruing loans 90 days past due		85.22	%		48.84	%		85.22	%		48.84	%
Provision for loan losses	$	9,144		$	24,517		$	17,966		$	38,343
Supplemental Asset Quality Information (excluding covered assets and acquired loans) 1
Non-accrual loans (2) (3)	$	68,216		$	95,600		$	68,216		$	95,600
Restructured loans		18,606			—			18,606			—
Total non-performing loans		86,822		$	95,600			86,822		$	95,600
Foreclosed assets (4)		104,975			18,357			104,975			18,357
Total non-performing assets	$	191,797		$	113,957		$	191,797		$	113,957
Non-performing assets as a percent of loans and foreclosed assets		4.47	%		2.76	%		4.47	%		2.76	%
Accruing loans 90 days past due	$	2,504		$	8,002		$	2,504		$	8,002
Accruing loans 90 days past due as a percent of loans		0.06	%		0.19	%		0.06	%		0.19	%
Non-performing assets + accruing loans 90 days past due to loans and foreclosed assets		4.53	%		2.95	%		4.53	%		2.95	%
Allowance for loan losses (5)	$	83,160		$	77,221		$	83,160		$	77,221
Allowance for loan losses as a percent of period-end loans		1.99	%		1.88	%		1.99	%		1.88	%
Allowance for loan losses to nonperforming loans + accruing loans 90 days past due		93.10	%		74.54	%		93.10	%		74.54	%

(1) Covered and acquired loans are considered to be performing due to the application of the accretion method under acquisition accounting. Acquired loans are recorded at fair value with no allowance brought forward in accordance with acquisition accounting. Certain covered loans and foreclosed assets are also covered under FDIC loss sharing agreements, which provide considerable protection against credit risk. Due to the protection of loss sharing agreements and impact of acquisition accounting, management has excluded acquired loans and covered assets from this table to provide for improved comparability to prior periods and better perspective into asset quality trends.

(2) Excludes acquired covered loans not accounted for under the accretion method of $39,514, $44,064, and $54,527.

(3) Excludes non-covered acquired loans at fair value not accounted for under the accretion method of $1,504 for the period ended 6/30/2011. There were no amounts in prior periods.

(4) Excludes covered foreclosed assets of $25,345, $22,821, and $26,544. On June 4, 2011, Hancock acquired $81,195 of foreclosed assets in the Whitney merger.

(5) Excludes impairment recorded on covered acquired loans of $29,247, $11,196 and $0.

Average Balance Sheet
Total loans	$	6,678,840		$	5,008,838		$	5,788,242		$	5,048,469
Securities		2,224,665			1,646,418			1,836,923			1,609,853
Short-term investments		1,028,067			688,648			886,203			750,541
Earning assets		9,931,572			7,343,904			8,511,368			7,408,863
Allowance for loan losses		(95,313	)		(67,901	)		(89,070	)		(67,041	)
Other assets		1,752,563			1,235,552			1,500,056			1,240,759
Total assets	$	11,588,822		$	8,511,555		$	9,922,354		$	8,582,581
Noninterest bearing deposits	$	2,231,775		$	1,069,795		$	1,691,126		$	1,044,470
Interest bearing transaction deposits		3,139,872			1,920,797			2,587,856			1,907,968
Interest bearing public fund deposits		1,283,183			1,173,579			1,255,606			1,224,110
Time deposits		2,556,502			2,828,846			2,454,106			2,880,682
Total interest bearing deposits		6,979,557			5,923,222			6,297,568			6,012,760
Total deposits		9,211,332			6,993,017			7,988,694			7,057,230
Other borrowed funds		761,438			527,808			631,952			535,515
Other liabilities		157,500			129,595			130,914			132,687
Common stockholders’ equity		1,458,552			861,135			1,170,794			857,149
Total liabilities & common stockholders’ equity	$	11,588,822		$	8,511,555		$	9,922,354		$	8,582,581

(a) Calculated as Tier 1 capital divided by average total assets. Tier 1 capital is total equity less unrealized gain/loss on AFS securities, unfunded pension liability, unrecognized pension gain/loss, net goodwill, core deposit and 10% net mortgage servicing rights. Average total assets is reduced by net goodwill, core deposits and 10% net mortgage servicing rights.

(b) Included in restructured loans are $8.4 million in non-accrual loans.

(c) Accruing loans past due 90 days or more do not include purchased impaired loans which were written down to their fair value upon acquisition and accrete interest income over the remaining life of the loan.

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	June 30,
	2011			2010
	(dollar amounts in thousands)
Period-end Balance Sheet
Total loans	$	11,249,053		$	4,972,202
Loans held for sale		67,081			42,769
Securities		4,573,973			1,686,671
Short-term investments		977,060			720,314
Earning assets		16,867,167			7,421,956
Allowance for loan losses		(112,407	)		(77,221	)
Other assets		3,002,785			1,155,283
Total assets	$	19,757,545		$	8,500,018
Noninterest bearing deposits	$	4,852,440		$	1,050,118
Interest bearing transaction deposits		5,779,322			1,930,738
Interest bearing public funds deposits		1,522,002			1,205,874
Time deposits		3,434,145			2,773,841
Total interest bearing deposits		10,735,469			5,910,453
Total deposits		15,587,909			6,960,571
Other borrowed funds		1,310,462			546,343
Other liabilities		472,861			131,822
Common stockholders’ equity		2,386,313			861,282
Total liabilities & common stockholders’ equity	$	19,757,545		$	8,500,018

	Three Months Ended June 30,						Six Months Ended June 30,
Net Charge-Off Information	2011			2010			2011			2010
	(dollar amounts in thousands)						(dollar amounts in thousands)
Net charge-offs:
Commercial/real estate loans	$	5,210		$	10,537		$	9,390		$	20,775
Mortgage loans		1,001			569			1,372			1,177
Direct consumer loans		1,116			1,241			2,383			1,849
Indirect consumer loans		178			449			402			1,057
Finance company loans		736			1,125			1,511			2,314
Total net charge-offs	$	8,241		$	13,921		$	15,058		$	27,172
Net charge-offs to average loans:
Commercial/real estate loans		0.46	%		1.37	%		0.49	%		1.34	%
Mortgage loans		0.46	%		0.31	%		0.36	%		0.32	%
Direct consumer loans		0.51	%		0.68	%		0.60	%		0.51	%
Indirect consumer loans		0.25	%		0.54	%		0.28	%		0.61	%
Finance company loans		3.09	%		4.19	%		3.16	%		4.29	%
Total net charge-offs to average net loans		0.49	%		1.11	%		0.52	%		1.09	%

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The following tables detail the components of our net interest spread and net interest margin.

	Three Months Ended June 30,							Three Months Ended June 30,
	2011							2010
(dollars in thousands)	Interest		Volume		Rate			Interest		Volume		Rate
Average earning assets
Commercial & real estate loans (TE)	$	60,126	$	4,565,071		5.28	%	$	39,728	$	3,090,655		5.15	%
Mortgage loans		14,839		864,601		6.87	%		11,880		745,019		6.38	%
Consumer loans		21,628		1,249,168		6.94	%		21,882		1,173,164		7.48	%
Loan fees & late charges		234		—		0.00	%		259		—		0.00	%
Total loans (TE)		96,827		6,678,840		5.81	%		73,749		5,008,838		5.90	%
US treasury securities		13		10,802		0.47	%		26		11,843		0.88	%
US agency securities		1,468		315,300		1.86	%		1,407		206,522		2.72	%
CMOs		3,276		398,863		3.29	%		2,795		278,198		4.02	%
Mortgage backed securities		13,233		1,251,564		4.23	%		11,250		942,548		4.77	%
Municipals (TE)		2,728		211,301		5.16	%		2,933		190,936		6.14	%
Other securities		275		36,836		2.99	%		178		16,371		4.36	%
Total securities (TE)		20,993		2,224,666		3.77	%		18,589		1,646,418		4.52	%
Total short-term investments		516		1,028,067		0.20	%		450		688,648		0.26	%
Average earning assets yield (TE)	$	118,336	$	9,931,573		4.77	%	$	92,788	$	7,343,904		5.06	%
Interest bearing liabilities
Interest bearing transaction deposits	$	1,594	$	3,139,872		0.20	%	$	2,599	$	1,920,797		0.54	%
Time deposits		10,568		2,556,502		1.66	%		14,309		2,828,846		2.03	%
Public funds		1,409		1,283,183		0.44	%		2,492		1,173,579		0.85	%
Total interest bearing deposits		13,571		6,979,557		0.78	%		19,400		5,923,222		1.31	%
Total borrowings		2,847		761,438		1.50	%		2,468		527,808		1.88	%
Total interest bearing liability cost	$	16,418	$	7,740,995		0.85	%	$	21,868	$	6,451,030		1.36	%
Noninterest bearing deposits
Net interest-free funding sources				2,190,577							892,874
Total Cost of Funds	$	16,418	$	9,931,572		0.66	%	$	21,868	$	7,343,904		1.19	%
Net Interest Spread (TE)	$	101,917				3.92	%	$	70,920				3.70	%
Net Interest Margin (TE)	$	101,917	$	9,931,572		4.11	%	$	70,920	$	7,343,904		3.87	%

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	Six Months Ended June 30,							Six Months Ended June 30,
	2011							2010
(dollars in thousands)	Interest		Volume		Rate			Interest		Volume		Rate
Average earning assets
Commercial & real estate loans (TE)	$	100,393	$	3,836,235		5.27	%	$	82,331	$	3,118,049		5.32	%
Mortgage loans		25,663		759,460		6.76	%		24,097		740,176		6.51	%
Consumer loans		40,802		1,192,547		6.90	%		43,373		1,190,244		7.35	%
Loan fees & late charges		174		—		0.00	%		487		—		0.00	%
Total loans (TE)		167,032		5,788,242		5.81	%		150,288		5,048,469		5.99	%
US treasury securities		25		10,800		0.47	%		41		11,841		0.69	%
US agency securities		2,238		244,104		1.83	%		2,793		184,947		3.02	%
CMOs		6,294		375,175		3.36	%		4,858		223,468		4.35	%
Mortgage backed securities		21,406		984,159		4.35	%		23,301		982,197		4.74	%
Municipals (TE)		5,407		195,192		5.54	%		5,424		191,687		5.66	%
Other securities		523		27,493		3.81	%		440		15,714		5.59	%
Total securities (TE)		35,893		1,836,923		3.91	%		36,857		1,609,854		4.58	%
Total short-term investments		815		886,203		0.19	%		1,039		750,541		0.28	%
Average earning assets yield (TE)	$	203,740	$	8,511,367		4.81	%	$	188,184	$	7,408,864		5.11	%
Interest bearing liabilities
Interest bearing transaction deposits	$	3,189	$	2,587,856		0.25	%	$	5,102	$	1,907,968		0.54	%
Time deposits		21,388		2,454,106		1.76	%		31,847		2,880,682		2.23	%
Public funds		3,001		1,255,606		0.48	%		5,734		1,224,110		0.94	%
Total interest bearing deposits		27,578		6,297,568		0.88	%		42,683		6,012,760		1.43	%
Total borrowings		4,608		631,952		1.47	%		4,985		535,515		1.88	%
Total interest bearing liability cost	$	32,186	$	6,929,520		0.94	%	$	47,668	$	6,548,275		1.47	%
Net interest-free funding sources				1,581,847							860,588
Total Cost of Funds	$	32,186	$	8,511,368		0.76	%	$	47,668	$	7,408,863		1.30	%
Net Interest Spread (TE)	$	171,553				3.88	%	$	140,516				3.64	%
Net Interest Margin (TE)	$	171,553	$	8,511,368		4.05	%	$	140,516	$	7,408,863		3.81	%

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LIQUIDITY

Liquidity management encompasses our ability to ensure that funds are available to meet the cash flow requirements of depositors and borrowers, while also ensuring that we have adequate cash flow to meet our various needs, including operating, strategic and capital. Our principal source of liquidity is dividends from our subsidiary banks.

The asset portion of the balance sheet provides liquidity primarily through loan principal repayments, maturities of investment securities and occasional sales of various assets. Short-term investments such as federal funds sold, securities purchased under agreements to resell and maturing interest-bearing deposits with other banks are additional sources of funding.

The liability portion of the balance sheet provides liquidity through various customers’ interest-bearing and non-interest-bearing deposit accounts. Purchases of federal funds, securities sold under agreements to repurchase and other short-term borrowings are additional sources of liquidity and represent our incremental borrowing capacity. Our short-term borrowing capacity includes an approved line of credit with the Federal Home Loan Bank of $1.1 billion and borrowing capacity at the Federal Reserve’s Discount Window in excess of $114.3 million. We have FHLB advances of $10.1 million due September 12, 2011 at a fixed rate 3.455%.

During the second quarter, the Company entered into a $140 million par value term loan facility and borrowed the full amount which matures on June 3, 2013. The variable interest rate is LIBOR plus 2.00% per annum. The note is pre-payable at any time and the Company is subject to covenants customary in financings of this nature. The proceeds are being used for general corporate purposes.

The following liquidity ratios at June 30, 2011 and December 31, 2010 compare certain assets and liabilities to total deposits or total assets:

	June 30, 2011			December 31, 2010
Total securities to total deposits		29.34	%		21.97	%
Total loans (net of unearned income) to total deposits		72.17	%		73.16	%
Interest-earning assets to total assets		85.37	%		87.33	%
Interest-bearing deposits to total deposits		68.87	%		83.36	%

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CONTRACTUAL OBLIGATIONS

We have contractual obligations to make future payments on certain debt and lease agreements. The following table summarizes all significant contractual obligations at June 30, 2011, according to payments due by period.

Contractual Obligations

	Payment due by period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(In thousands)
Certificates of deposit	$	3,572,885	$	3,018,274	$	387,673	$	134,998	$	31,940
Short-term debt obligations		6,800		—		—		—		6,800
Long-term debt obligations		369,602		26,496		140,198		33,108		169,800
Capital lease obligations		185		58		102		12		13
Operating lease obligations		153,201		29,737		35,832		21,262		66,370
Total	$	4,102,673	$	3,074,565	$	563,805	$	189,380	$	274,923

CAPITAL RESOURCES

We continue to be well capitalized. The ratios as of June 30, 2011 and December 31, 2010 are as follows:

	June 30, 2011			December 31, 2010
Common equity (period-end) as a percent of total assets (period-end)		12.08	%		10.52	%
Regulatory ratios:
Total capital to risk-weighted assets (1)		11.15	%		16.60	%
Tier 1 capital to risk-weighted assets (2)		10.56	%		15.34	%
Leverage capital to average total assets (3)		13.69	%		9.65	%

(1) Total capital consists of equity capital less intangible assets plus a limited amount of allowance for loan losses. Risk-weighted assets represent the assigned risk portion of all on and off-balance-sheet assets. Based on Federal Reserve Board guidelines, assets are assigned a risk factor percentage from 0% to 100%. A minimum ratio of total capital to risk-weighted assets of 8% is required.

(2) Tier 1 capital consists of equity capital less intangible assets. A minimum ratio of tier 1 capital to risk-weighted assets of 4% is required.

(3) Leverage capital consists of equity capital less goodwill and core deposit intangibles. Regulations require a minimum 3% leverage capital ratio for an entity to be considered adequately capitalized.

BALANCE SHEET ANALYSIS

Goodwill

Goodwill represents costs in excess of the fair value of net assets acquired in connection with purchase business combinations. In accordance with FASB authoritative guidance, goodwill is not amortized but tested for impairment on an annual basis, or more often if events or circumstances indicate there may be impairment. Management reviews goodwill for impairment based on our primary reporting segments. We analyze goodwill using market capitalization to book value comparison. The last test was conducted as of September 30, 2010. No impairment charges were recognized as of June 30, 2011.

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The carrying amount of goodwill was $629.7 million as of June 30, 2011 and $61.6 million as of December 31, 2010. The increase in goodwill is the result of our merger with Whitney. See Note 2 for additional information.

Earnings Assets

Earning assets serve as the primary revenue streams for us and are comprised of securities, loans, federal funds sold, and other short-term investments. At June 30, 2011, average earning assets were $8.5 billion, or 85.8% of total assets, compared with $7.3 billion, or 86.2% of total assets at December 31, 2010, and with $7.4 billion or 86.3% of total assets, at June 30, 2010. The $1.1 billion, or 14.9%, increase from prior year quarter resulted from an increase in loans of $739.8 million, an increase in securities of $227.1 million and an increase in short-term investments of $135.7 million. The increase in earnings assets is the result of our merger with Whitney.

Securities

Our investment in securities was $4.6 billion at June 30, 2011 and $1.5 billion at December 31, 2010. The increase is the result of our merger with Whitney. The vast majority of securities in our portfolio are U.S. Treasury and U.S. government agency securities and mortgage-backed securities issued or guaranteed by U.S. government agencies. We also maintain portfolios of securities consisting of CMOs and tax-exempt obligations of states and political subdivisions. The portfolios are designed to enhance liquidity while providing acceptable rates of return. Therefore, we invest only in high quality securities of investment grade quality and with a target duration, for the overall portfolio, generally between two to five years. Our policies limit investments to securities having a rating of no less than “Baa”, or its equivalent by a Nationally Recognized Statistical Rating Agency, except for certain non-rated obligations of Mississippi, Louisiana, Texas, Florida or Alabama counties, parishes and municipalities.

Loans

We held $11.2 billion in loans at June 30, 2011 and $5.0 billion at December 31, 2010. The increase is the result of our merger with Whitney. Commercial and real estate loans comprised 73.2% of the loan portfolio at June 30, 2011 compared to 63.5% at December 31, 2010. The Whitney portfolio we acquired was more heavily weighted to commercial loans at 79.8%. Our primary lending focus is to provide commercial, consumer, commercial leasing and real estate loans to consumers and to small and middle market businesses in their respective market areas. Each loan file is reviewed by the Bank’s loan operations quality assurance function, a component of its loan review system, to ensure proper documentation and asset quality. Included in this category are commercial real estate loans, which are secured by properties, used in commercial or industrial operations.

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Loans, net of unearned income, consisted of the following:

	June 30, 2011		December 31, 2010
	( In thousands)
Commercial loans:
Commercial - originated	$	605,885	$	524,653
Commercial - acquired		2,424,887		—
Commercial - covered		45,959		34,650
Total commercial		3,076,731		559,303
Construction - originated		476,711		495,590
Construction - acquired		741,151		—
Construction - covered		153,489		157,267
Total construction		1,371,351		652,857
Real estate - originated		1,232,144		1,231,414
Real estate - acquired		1,861,373		—
Real estate - covered		147,520		181,873
Total real estate		3,241,037		1,413,287
Municipal loans - originated		485,233		471,057
Municipal loans - acquired		12,712		—
Municipal loans - covered		473		540
Total municipal loans		498,418		471,597
Lease financing - originated		45,982		50,721
Total commercial loans - originated		2,845,955		2,773,435
Total commercial loans - acquired		5,040,123		—
Total commercial loans - covered		347,441		374,330
Total commercial loans		8,233,519		3,147,765
Residential mortgage loans - originated		365,661		366,183
Residential mortgage loans - acquired		830,667		—
Residential mortgage loans - covered		247,489		293,506
Total residential mortgage loans		1,443,817		659,689
Indirect consumer loans - originated		278,261		309,454
Direct consumer loans - originated		597,593		597,947
Direct consumer loans - acquired		447,096		—
Direct consumer loans - covered		152,879		141,315
Total direct consumer loans		1,197,568		739,262
Finance Company loans - originated		95,888		100,994
Total originated loans		4,183,358		4,148,013
Total acquired loans		6,317,886		—
Total covered loans		747,809		809,151
Total loans	$	11,249,053	$	4,957,164

Originated - Loans which have been originated in the normal course of business.

Acquired - Loans which have been acquired and no allowance brought forward in accordance with acquisition accounting.

Covered - Loans which are covered by loss sharing agreements with the FDIC providing considerable protection against credit risk.

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The following table sets forth non-performing assets by type for the periods indicated, consisting of non-accrual loans, troubled debt restructurings and other real estate owned. Loans past due 90 days or more and still accruing are also disclosed:

	June 30,			December 31,
	2011			2010
	(In thousands)
Loans accounted for on a non-accrual basis:
Commercial loans - originated	$	38,295		$	42,077
Commercial loans - restructured		7,711			8,302
Subtotal		46,006			50,379
Commercial loans - covered		33,869			41,917
Total Commercial loans		79,875			92,296
Residential mortgage loans - originated		26,713			18,290
Residential mortgage loans - restructured		699			409
Subtotal		27,412			18,699
Residential mortgage loans - covered		2,710			3,199
Total residential mortgage loans		30,122			21,898
Indirect consumer loans		—			—
Direct consumer loans-originated		1,937			4,862
Direct consumer loans-acquired		1,504			—
Direct consumer loans - covered		2,935			170
Finance Company		1,271			1,759
Total direct consumer loans		7,647			6,791
Total non-accrual loans		117,644			120,985
Restructured loans - originated:
Commercial loans - non-accrual		7,711			8,302
Residential mortgage loans - non-accrual		699			409
Total restructured loans - non-accrual		8,410			8,711
Commercial loans - still accruing		9,578			3,301
Residential mortgage loans - still accruing		618			629
Total restructured loans - still accruing		10,196			3,930
Total restructured loans - originated		18,606			12,641
Total non-performing loans**		127,840			124,915
Foreclosed assets - originated		21,771			17,595
Foreclosed assets - acquired		83,204			—
Foreclosed assets - covered		25,345			15,682
Total foreclosed assets		130,320			33,277
Total non-performing assets*	$	258,160		$	158,192
Loans 90 days past due still accruing	$	4,057		$	1,492
Ratios
Non-performing assets to loans plus foreclosed assets		2.27	%		3.17	%
Allowance for loan losses to non-performing loans and accruing loans 90 days past due		85.22	%		64.87	%
Allowance for loan losses to non-performing loans and accruing loans 90 days past due, excluding covered loans and non-covered acquired loans		93.10	%		101.07	%
Loans 90 days past due still accruing to loans		0.04	%		0.03	%

* Includes total non-accrual loans, total restructured loans - still accruing and total foreclosed assets.

** Includes total non-accrual loans and total restructured loans - still accruing.

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Allowance for Loan Losses and Asset Quality

At June 30, 2011, the allowance for loan losses was $112.4 million compared with $82.0 million at December 31, 2010, an increase of $30.4 million. The increase in the allowance for loan losses through the first half of 2011 is primarily attributed to a $29.0 million allowance on covered loans. The ratio of the allowance for loan losses as a percent of period-end loans was 1.00% at June 30, 2011 compared to 1.65% at December 31, 2010. The decrease in the allowance ratio is related to the addition of Whitney’s $6.5 billion loan portfolio. The ratio of the allowance for loan losses as a percent of period-end loans, excluding the acquired and covered portfolios, was 1.99% at June 30, 2011 compared to 2.05% at March 31, 2011. Additional asset quality metrics for the acquired (Whitney), covered (Peoples First) and legacy (Hancock plus newly originated) portfolios are included in Selected Financial Data. Whitney’s allowance was not carried forward acquisition.

Management utilizes quantitative methodologies and modeling to determine the adequacy of the allowance for loan and lease losses. Within the allowance for loan losses modeling, adequate segregation of geographic and specific loan types are documented and analyzed for appropriate risk metrics. We maintain a credit quality policy that establishes acceptable loan-to-value thresholds on the front end underwriting process. Residential home values are monitored by each market. A detailed description of our methodology was included in our annual report on Form 10-K for the year ended December 31, 2010. Management believes the June 30, 2011 allowance level is adequate. Net charge-offs, as a percent of average loans, were 0.49% for the second quarter of 2011, compared to 1.11% in the second quarter of 2010. Of the overall decrease in net charge-offs of $5.7 million, $5.3 million was reflected in commercial/real estate loans, $0.4 million in Finance Company loans and $0.4 million in consumer loans with an offsetting increase in mortgage loans of $0.4 million.

Non-accrual loans were $117.6 million at June 30, 2011, a decrease of $32.5 million over $150.1 million at June 30, 2010. Covered and acquired loans accounted for in accordance with ASC 310-30 are considered to be performing due to the application of the accretion method. These loans are excluded from the table due to their performing status. Certain covered loans accounted for using the cost recovery method or acquired loans accounted for in accordance with 310-20 are disclosed as non-accrual loans below. Included in non-accrual loans is $8.4 million in restructured commercial loans. Total troubled debt restructurings for the period were $18.6 million. Loan restructurings occur when a borrower is experiencing, or is expected to experience, financial difficulties in the near-term and, consequently, a modification that would otherwise not be considered is granted to the borrower. Troubled debt restructurings can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing to accrue, depending on the individual facts and circumstances of the borrower.

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Foreclosed assets are comprised of other real estate (ORE) and other repossessed assets. Foreclosed assets were $130.3 million at June 30, 2011 compared to $44.9 million at June 30, 2010, an increase of $85.4 million. The majority of the increase in foreclosed assets is from the $81.2 million acquired from Whitney. The increases excluding Whitney, in foreclosed assets are mainly due to the on-going national recession and weakness in residential development.

The following table sets forth, for the periods indicated, average net loans outstanding, allowance for loan losses, amounts charged-off and recoveries of loans previously charged-off. See supplemental asset quality data excluding covered and acquired loans in Selected Financial Data.

	Three Months Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
	(In thousands)
Net loans outstanding at end of period	$	11,249,053		$	4,972,202		$	11,249,053		$	4,972,202
Average net loans outstanding	$	6,678,840		$	5,008,838		$	5,788,242		$	5,048,468
Balance of allowance for loan losses at beginning of period	$	94,356		$	66,625		$	81,997		$	66,050
Loans charged-off:
Commercial		8,907			10,778			13,647			21,852
Construction		—			—			—			—
Real estate		—			—			—			—
Lease financing		3			11			17			34
Municipal		—			—			—			—
Total commercial		8,910			10,789			13,664			21,886
Residential mortgage		1,190			583			2,332			1,322
Direct consumer		1,456			1,553			3,090			2,538
Indirect consumer		455			697			921			1,594
Finance Company		982			1,376			2,065			2,818
Total charge-offs		12,993			14,998			22,072			30,158
Recoveries of loans previously charged-off:
Commercial		3,691			252			4,169			1,109
Construction		—			—			—			—
Real estate		—			—			—			—
Lease financing		9			—			105			2
Municipal		—			—			—			—
Total commercial		3,700			252			4,274			1,111
Residential mortgage		189			14			960			145
Direct consumer		340			312			686			689
Indirect consumer		277			248			519			537
Finance Company		246			251			575			504
Total recoveries		4,752			1,077			7,014			2,986
Net charge-offs		8,241			13,921			15,058			27,172
Provision for loan losses, net (a)		9,144			24,517			17,966			38,343
Increase in indemnification asset (a)		17,148			—			27,502			—
Balance of allowance for loan losses at end of period	$	112,407		$	77,221		$	112,407		$	77,221
Ratios
Gross charge-offs to average loans		0.78	%		1.20	%		0.77	%		1.20	%
Recoveries to average loans		0.29	%		0.09	%		0.24	%		0.12	%
Net charge-offs to average loans		0.49	%		1.11	%		0.52	%		1.09	%
Allowance for loan losses to period-end net loans		1.00	%		1.55	%		1.00	%		1.55	%
Net charge-offs to period-end net loans		0.29	%		1.12	%		0.27	%		1.10	%
Allowance for loan losses to average net loans		1.68	%		1.54	%		1.94	%		1.53	%
Net charge-offs to loan loss allowance		29.41	%		72.31	%		27.01	%		70.96	%

(a) The provision for loan losses is shown “net” after coverage provided by FDIC loss share agreements on covered loans. This results in an increase in the indemnification asset, which is the difference between the provision for loan losses on covered loans of $18,049, and the impairment ($901) on those covered loans for the three months ended June 30, 2011. This results in an increase in the indemnification asset, which is the difference between the provision for loan losses on covered loans of $28,948, and the impairment ($1,446) on those covered loans for the six months ended June 30, 2011.

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An allocation of the loan loss allowance by major loan category is set forth in the following table:

	June 30, 2011				December 31, 2010
	Allowance for Loan Losses		% of Loans to Total Loans		Allowance for Loan Losses		% of Loans to Total Loans
	(In thousands)
Commercial	$	87,283		73.19	$	56,859		63.50
Residential mortgages		9,499		12.84		4,626		13.31
Indirect consumer		2,608		2.47		2,918		6.24
Direct consumer		4,957		10.65		9,322		14.91
Finance Company		8,060		0.85		8,272		2.04
	$	112,407		100.00	$	81,997		100.00

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Other Earning Assets

Federal funds sold, interest-bearing deposits in banks, and other short-term investments averaged $886.2 million at June 30, 2011 compared to $750.5 million at June 30, 2010 and $698.0 million at December 31, 2010. The increase of $135.7 million, or 18.1%, from prior year quarter was primarily caused by an increase of $152.4 million other short-term investments that was offset by a decrease of $17.3 million in interest-bearing deposits in banks. We utilize these products as a short-term investment alternative whenever we have excess liquidity.

Interest Bearing Liabilities

Interest bearing liabilities include our interest bearing deposits as well as borrowings. Deposits represent our primary funding source. We continue our focus on multiple account, core deposit relationships and strategic placement of time deposit campaigns to stimulate overall deposit growth. Borrowings consist primarily of sales of securities under repurchase agreements.

Deposits

Total deposits were $15.6 billion at June 30, 2011 and $6.8 billion at December 31, 2010. The $8.8 billion increase is the result of the merger with Whitney. Interest-bearing deposits comprised 68.9% of total deposits at June 30, 2011 compared to 83.4% at December 31, 2010. The acquired deposits of Whitney were comprised of 60% interest-bearing deposits. We have several programs designed to attract depository accounts offered to consumers and to small and middle market businesses at interest rates generally consistent with market conditions. We traditionally price our deposits to position competitively within the local market. Deposit flows are controlled primarily through pricing, and to a certain extent, through promotional activities.

Borrowings

Our borrowings consist of federal funds purchased, securities sold under agreements to repurchase, FHLB advances, long-term debt and other borrowings. Total borrowings at June 30, 2011 were $1.3 billion compared to $375.2 million at December 31, 2010. The increase of $890.6 million was primarily in securities sold under agreements to repurchase of $524.2 million and in long-term debt of $359.7 million. The $359.7 million increase resulted from the assumption of debt of $219.7 million in the merger with Whitney. In addition, in June 2011, the Company issued a $140 million variable rate 2 year term loan to use for general corporate purposes. See Note 3 for additional information on long-term debt.

OFF-BALANCE SHEET ARRANGEMENTS

Loan Commitments and Letters of Credit

In the normal course of business, we enter into financial instruments, such as commitments to extend credit and letters of credit, to meet the financing needs of our customers. Such instruments are not reflected in the accompanying condensed consolidated financial statements until they are funded and involve, to varying degrees, elements of credit risk not reflected in the condensed consolidated balance sheets. The contract amounts of these instruments reflect our exposure to credit loss in the event of non-performance by the other party on whose behalf the instrument has been issued. We undertake the same credit evaluation in making commitments and conditional obligations as we do for on-balance-sheet instruments and may require collateral or other credit support for off-balance-sheet financial instruments.

At June 30, 2011, we had $995.7 million in unused loan commitments outstanding, of which approximately $758.8 million were at variable rates, with the remainder at fixed rates. A commitment to extend credit is an agreement to lend to a customer as long as the conditions established in the agreement have been satisfied. A commitment to extend credit generally has a fixed expiration date or other termination clauses and may require payment of a fee by the borrower. Since commitments often expire without being fully drawn, the total

53

commitment amounts do not necessarily represent our future cash requirements.

We continually evaluate each customer’s credit worthiness on a case-by-case basis. Occasionally, a credit evaluation of a customer requesting a commitment to extend credit results in our obtaining collateral to support the obligation.

Letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party. The credit risk involved in issuing a letter of credit is essentially the same as that involved in extending a loan. At June 30, 2011, we had $61.1 million in letters of credit issued and outstanding.

The following table shows the commitments to extend credit and letters of credit at June 30, 2011 according to expiration date.

	Total		Less than 1 year		Expiration Date 1-3 years		3-5 years		More than 5 years
	(dollars in thousands)
Commitments to extend credit	$	995,666	$	613,656	$	66,770	$	54,292	$	260,948
Letters of credit		61,130		41,745		18,257		1,128		—
Total	$	1,056,796	$	655,401	$	85,027	$	55,420	$	260,948

Our liability associated with letters of credit is not material to our condensed consolidated financial statements.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles. The accounting principles we follow and the methods for applying these principles conform with accounting principles generally accepted in the United States of America and with general practices followed by the banking industry which requires management to make estimates and assumptions about future events. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other sources.

We evaluate our estimates, including those related to purchase accounting, the allowance for loan losses, intangible assets and goodwill, income taxes, pension and postretirement benefit plans and contingent liabilities. These estimates and assumptions are based on our best estimates and judgments. We evaluate estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. We adjust such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, rising unemployment levels and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. Allowance for loan losses, deferred income taxes, and goodwill are potentially subject to material changes in the near term. Actual results could differ significantly from those estimates. As part of the integration process, we evaluated Whitney’s critical accounting policies and found them to be very similar to our policies. Where there were minor differences, the Hancock policy was implemented. See our 2010 10-K for descriptions of our critical accounting policies.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 15 to our Condensed Consolidated Financial Statements included elsewhere in this report.

SEGMENT REPORTING

The Company’s primary segments are divided into the Hancock, Whitney, and Other. Effective January 1, 2010, the Company’s Florida segment was merged into Hancock, which was previously referred to as Mississippi. On June 4, 2011, we completed the acquisition of Whitney Holding Corporation. Whitney National Bank was merged into Hancock Bank of Louisiana and renamed Whitney Bank. Prior to the merger the segment now called Whitney Bank was Hancock Bank Louisiana, labeled “LA” on the prior period table. As part of the merger, Hancock Bank of Alabama was merged into Whitney Bank. Subsequently, the assets and liabilities of the former Hancock Bank of Alabama were then transferred to Hancock Bank. Prior periods report the segment formerly called Alabama in the Mississippi segment. As a result, Hancock Holding Company is now the parent company of two wholly-owned bank subsidiaries, Hancock Bank, Gulfport, Mississippi (Hancock Bank) and Whitney Bank, New Orleans, Louisiana (Whitney Bank). Each segment offers the same products and services but is managed separately due to different pricing, product demand, and consumer markets. Each segment offers commercial, consumer and mortgage loans and deposit services. In the following tables, the column “Other” includes additional consolidated subsidiaries of the Company: Hancock Investment Services, Inc. and subsidiaries, Hancock Insurance Agency, Inc. and subsidiaries, Harrison Finance Company, Magna Insurance Company, Lighthouse Services Corp., Invest-Sure, Inc., Peoples First Transportation, Inc., Community First, Whitney Securities LLC, Berwick LLC, Key Investment Securities, Inc., and Southern Coastal Insurance Agency, and subsidiaries, and three real estate corporations owning land and buildings that house bank branches and other facilities. See Note 14 for segment detail.

54

FORWARD LOOKING STATEMENTS

Congress passed the Private Securities Litigation Act of 1995 in an effort to encourage corporations to provide information about a company’s anticipated future financial performance. This Act provides a safe harbor for such disclosures that protects the companies from unwarranted litigation if the actual results are different from management expectations. This report contains forward-looking statements and reflects management’s current views and estimates of future economic circumstances, industry conditions, company performance and financial results. These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results and experience to differ from the anticipated results and expectations expressed in such forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our net income is dependent, in part, on our net interest income. Net interest income is susceptible to interest rate risk to the degree that interest-bearing liabilities mature or reprice on a different basis than interest-earning assets. Interest rate risk sensitivity is the potential impact of changing rate environments on both net interest income and cash flows. In an attempt to manage our exposure to changes in interest rates, management monitors interest rate risk and administers an interest rate risk management policy designed to produce a relatively stable net interest margin in periods of interest rate fluctuations.

Notwithstanding our interest rate risk management activities, the potential for changing interest rates is an uncertainty that can have an adverse effect on net income and the fair value of our investment securities. As of June 30, 2011, the effective duration of the securities portfolio was 2.7 years. A rate increase (aged, over 1 year) of 100 basis points would move the effective duration to 3.5 years, while a reduction in rates of 100 basis points would result in an effective duration of 1.4 years.

In adjusting our asset/liability position, the Board and management attempt to manage our interest rate risk while enhancing net interest margins. This measurement is done primarily by running net interest income simulations. The net interest income simulations run at June 30, 2011 indicate that we are slightly asset sensitive as compared to the stable rate environment. Exposure to instantaneous changes in interest rate risk for the current quarter is presented in the following table.

Net Interest Income (te) at Risk
Change in interest rate (basis point)		Estimated increase (decrease) in net interest income
	-100		N/A
	Stable		0.00	%
	+100		1.14	%

The foregoing disclosures related to our market risk should be read in conjunction with our audited consolidated financial statements, related notes and management’s discussion and analysis for the year ended December 31, 2010 included in our 2010 Annual Report on Form 10-K.

55

Item 4. Controls and Procedures

At the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officers and the Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act). Based upon that evaluation, our Chief Executive Officers and Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of the end of the period covered by this report to timely alert them to material information relating to us (including our consolidated subsidiaries) required to be included in our Exchange Act filings.

Other than changes required in connection with the ongoing integration of Whitney and Hancock operations, our management, including the Chief Executive Officers and Chief Financial Officer, identified no change in our internal control over financial reporting that occurred during the three month period ended June 30, 2011, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

Item 1A. Risk Factors

There have been no other material changes from the risk factors previously disclosed in our Form 10-K for the year ended December 31, 2010. The risks described may not be the only risks facing us. Additional risks and uncertainties not currently known to us or that are currently considered to not be material also may materially adversely affect our business, financial condition, and/or operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Issuer Purchases of Equity Securities

There were no purchases made by the issuer or any affiliated purchaser of the issuer’s equity securities for the three months ended June 30, 2011.

Item 3. Legal Proceedings

On January 7, 2011, a purported shareholder of Whitney filed a lawsuit in the Civil District Court for the Parish of Orleans of the State of Louisiana captioned De LaPouyade v. Whitney Holding Corporation, et al., No. 11-189, naming Whitney and members of Whitney’s board of directors as defendants. This lawsuit is purportedly brought on behalf of a putative class of Whitney’s common shareholders and seeks a declaration that it is properly maintainable as a class action. The lawsuit alleges that Whitney’s directors breached their fiduciary duties and/or violated Louisiana state law and that Whitney aided and abetted those alleged breaches of fiduciary duty by, among other things, (a) agreeing to consideration that undervalues Whitney, (b) agreeing to deal protection devices that preclude a fair sales process, (c) engaging in self-dealing, and (d) failing to protect against conflicts of interest. Among other relief, the plaintiff seeks to enjoin the merger. The parties have reached a settlement in principle.

On February 17, 2011, a complaint in intervention was filed by the Louisiana Municipal Police Employees Retirement System (“MPERS”) in the De LaPouyade case. The MPERS complaint is substantially identical to and seeks to join in the De LaPouyade complaint. The parties have reached a settlement in principle.

On February 7, 2011, another putative shareholder class action lawsuit, Realistic Partners v. Whitney Holding Corporation, et al., Case No. 2:11-cv-00256, was filed in the United States District Court for the Eastern District of Louisiana against Whitney, members of Whitney’s board of directors, and Hancock asserting violations of Section 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duty under Louisiana state law, and aiding and abetting breach of fiduciary duty by, among other things, (a) making material misstatements or omissions in the proxy statement, (b) agreeing to consideration that undervalues Whitney, (c) agreeing to deal protection devices that preclude a fair sales process, (d) engaging in self-dealing, and (e) failing to protect against conflicts of interest. Among other relief, the plaintiff seeks to enjoin the merger. On February 24, 2011, the plaintiff moved for class certification. The parties have reached a settlement in principle.

On April 11, 2011, another putative shareholder class action lawsuit, Jane Doe v. Whitney Holding Corporation, et al., Case No. 2:11-cv-00794-ILRL-JCW, was filed in the United States District Court for the Eastern District of Louisiana against Whitney, members of Whitney’s board of directors, and the defendants’ insurance carrier asserting breach of fiduciary duty under Louisiana state law by, among other things, (a) agreeing to consideration that undervalues Whitney, (b) agreeing to deal protection devices that preclude a fair sales process, (c) engaging in self-dealing, and (d) failing to protect against conflicts of interest. Among other relief, the plaintiff seeks to enjoin the merger. On April 20, 2011, this case was consolidated with the Realistic Partners case. The parties have reached a settlement in principle.

Item 4. Reserved.

Item 5. Other Information.

Item 6. Exhibits.

(a) Exhibits:

Exhibit Number	Description
10.11	Term Loan Agreement dated as of May 20, 2011, among Hancock Holding Company, certain Lenders from Time to Time, and Suntrust Bank.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	XBRL Interactive Data.

56

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Hancock Holding Company
By:	/s/    CARL J. CHANEY
	Carl J. Chaney
	President & Chief Executive Officer
	/s/    JOHN M. HAIRSTON
	John M. Hairston
	Chief Executive Officer & Chief Operating Officer
	/s/    MICHAEL M. ACHARY
	Michael M. Achary
	Chief Financial Officer
Date:	August 9, 2011

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Index to Exhibits

Exhibit Number	Description
10.11	Term Loan Agreement dated as of May 20, 2011, among Hancock Holding Company, certain Lenders from time to time, and Suntrust Bank.
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	XBRL Interactive Data.

EX-10.11

Execution Version

TERM LOAN AGREEMENT

dated as of May 20, 2011

among

HANCOCK HOLDING COMPANY

as Borrower

and

THE LENDERS FROM TIME TO TIME PARTY HERETO

and

SUNTRUST BANK

as Administrative Agent

TABLE OF CONTENTS

ARTICLE I.     DEFINITIONS; CONSTRUCTION		1
Section 1.1.	Definitions	1
Section 1.2.	Accounting Terms and Determination	15
Section 1.3.	Terms Generally	16
ARTICLE II.     AMOUNT AND TERMS OF THE TERM LOAN		16
Section 2.1.	Term Loan Commitment	16
Section 2.2.	Procedure for Borrowing Term Loan	16
Section 2.3.	Funding of Borrowing	16
Section 2.4.	Interest Elections	16
Section 2.5.	Repayment and Prepayments of Term Loan	17
Section 2.6.	Interest on Term Loan	18
Section 2.7.	Upfront Fee	18
Section 2.8.	Computation of Interest and Fees	18
Section 2.9.	Inability to Determine Interest Rates	18
Section 2.10.	Evidence of Indebtedness	19
Section 2.11.	Illegality	19
Section 2.12.	Increased Costs	19
Section 2.13.	Funding Indemnity	20
Section 2.14.	Taxes	21
Section 2.15.	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	22
Section 2.16.	Mitigation of Obligations; Replacement of Lenders	23
ARTICLE III.     CONDITIONS PRECEDENT TO EFFECTIVENESS		24
Section 3.1.	Conditions To Effectiveness	24
Section 3.2.	Term Loan Borrowing	26
ARTICLE IV.     REPRESENTATIONS AND WARRANTIES		27
Section 4.1.	Existence; Power	27
Section 4.2.	Organizational Power; Authorization	27
Section 4.3.	Governmental Approvals; No Conflicts	27
Section 4.4.	Financial Statements	28
Section 4.5.	Litigation Matters and Enforcement Actions	28
Section 4.6.	Compliance with Laws and Agreements	29
Section 4.7.	Investment Company Act	29
Section 4.8.	Taxes	29
Section 4.9.	Margin Regulations	29
Section 4.10.	ERISA	29
Section 4.11.	Disclosure	30
Section 4.12.	Subsidiaries	30
Section 4.13.	Dividend Restrictions; Other Restrictions	31
Section 4.14.	Capital Measures	31
Section 4.15.	FDIC Insurance	31
Section 4.16.	Ownership of Property	31
Section 4.17.	OFAC	32
Section 4.18.	Patriot Act	32
Section 4.19.	Solvency	32
ARTICLE V.     AFFIRMATIVE COVENANTS		32
Section 5.1.	Financial Statements and Other Information	32
Section 5.2.	Notices of Material Events	34
Section 5.3.	Existence; Conduct of Business	35
Section 5.4.	Compliance with Laws, Etc.	35

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Section 5.5.	Payment of Obligations	36
Section 5.6.	Books and Records	36
Section 5.7.	Visitation, Inspection, Etc.	36
Section 5.8.	Maintenance of Properties; Insurance	36
Section 5.9.	Use of Proceeds	36
Section 5.10.	Further Assurances	37
ARTICLE VI.     FINANCIAL COVENANTS		37
Section 6.1.	Consolidated Net Worth	37
Section 6.2.	Ratio of Nonperforming Assets to Total Loans and OREO	37
Section 6.3.	Regulatory Capital	37
ARTICLE VII.	NEGATIVE COVENANTS	38
Section 7.1.	Indebtedness	38
Section 7.2.	Negative Pledge	39
Section 7.3.	Fundamental Changes	40
Section 7.4.	Restricted Payments	41
Section 7.5.	Restrictive Agreements	41
Section 7.6.	Investments, Etc.	42
Section 7.7.	Transactions with Affiliates	42
Section 7.8.	Hedging Transactions	43
Section 7.9.	Unsafe and Unsound Practices	43
Section 7.10.	Most Favored Lender Status	43
ARTICLE VIII.     EVENTS OF DEFAULT		43
Section 8.1.	Events of Default	43
ARTICLE IX.     THE ADMINISTRATIVE AGENT		47
Section 9.1.	Appointment of Administrative Agent	47
Section 9.2.	Nature of Duties of Administrative Agent	47
Section 9.3.	Lack of Reliance on the Administrative Agent	48
Section 9.4.	Certain Rights of the Administrative Agent	48
Section 9.5.	Reliance by Administrative Agent	48
Section 9.6.	The Administrative Agent in its Individual Capacity	48
Section 9.7.	Successor Administrative Agent	49
ARTICLE X.     MISCELLANEOUS		49
Section 10.1.	Notices	49
Section 10.2.	Waiver; Amendments	50
Section 10.3.	Expenses; Indemnification	52
Section 10.4.	Successors and Assigns	53
Section 10.5.	Governing Law; Jurisdiction; Consent to Service of Process	54
Section 10.6.	WAIVER OF JURY TRIAL	55
Section 10.7.	Right of Setoff	55
Section 10.8.	Counterparts; Integration	56
Section 10.9.	Survival	56
Section 10.10.	Severability	56
Section 10.11.	Confidentiality	56
Section 10.12.	Waiver of Effect of Corporate Seal	57
Section 10.13.	Patriot Act	57

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Schedules
Schedule 4.12	-	Subsidiaries
Schedule 7.1	-	Outstanding Indebtedness
Exhibits
Exhibit A	-	Form of Term Note
Exhibit 2.2	-	Form of Notice of Borrowing
Exhibit 2.4	-	Form of Notice of Continuation
Exhibit 3.1(b)(iii)	-	Form of Secretary’s Certificate
Exhibit 3.1(b)(vi)	-	Form of Officer’s Certificate (Effective Date)
Exhibit 3.2(b)	-	Form of Officer’s Certificate (Closing Date)
Exhibit 5.1(c)	-	Form of Compliance Certificate

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TERM LOAN AGREEMENT

THIS TERM LOAN AGREEMENT (this “Agreement”) is made and entered into as of May 20, 2011, by and among HANCOCK HOLDING COMPANY, a Mississippi corporation (the “Borrower”), SUNTRUST BANK (the “Initial Lender”), the banks and other financial institutions from time to time party hereto (together with the Initial Lender, the “Lenders”), and SUNTRUST BANK, in its capacity as Administrative Agent for the Lenders (the “Administrative Agent”).

W I T N E S S E T H:

WHEREAS, the Borrower has requested that the Initial Lender, and the Initial Lender has agreed subject to the terms and conditions of this Agreement, to establish a term loan facility in an original principal amount of $140,000,000;

NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Borrower, the Administrative Agent and the Lenders agree as follows:

ARTICLE I. DEFINITIONS; CONSTRUCTION

Section 1.1. Definitions. In addition to the other terms defined herein, the following terms used herein shall have the meanings herein specified (to be equally applicable to both the singular and plural forms of the terms defined):

“Acquisition” shall mean any transaction or a series of related transactions for the purpose of, or resulting, directly or indirectly, in (a) the acquisition of all or substantially all of the assets of a Person, or of any business or division of any Person, (b) the acquisition of greater than 50% of the capital stock, partnership interest, membership interest or other equity interests of any Person, or otherwise causing a Person to become a Subsidiary, or (c) a merger or consolidation of, or any other combination with, another Person (other than a Person that is a Subsidiary), provided that the Borrower or any Subsidiary is the surviving entity.

“Additional Covenant” shall mean any affirmative or negative covenant or similar restriction applicable to the Borrower or any of its Subsidiaries (regardless of whether such provision is labeled or otherwise characterized as a covenant) the subject matter of which either (i) is similar to that of any covenant in Articles V, VI or VII of this Agreement, or related definitions in Section 1.1 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive than those set forth herein or more beneficial to the holder or holders of the Indebtedness of the Borrower or its Subsidiaries created or evidenced by the document in which such covenant or similar restriction is contained (and such covenant or similar restriction shall be deemed an Additional Covenant only to the extent that it is more restrictive or more beneficial) or (ii) is different from the subject matter of any covenant in Articles V, VI or VII of this Agreement, or related definitions in Section 1.1 of this Agreement.

“Additional Default” shall mean any provision contained in any document or instrument creating or evidencing Indebtedness of the Borrower or any of its Subsidiaries which permits the holder or holders of such Indebtedness to accelerate (with the passage of time or giving of notice or both) the maturity thereof or otherwise requires the Borrower or any of its Subsidiaries to purchase such Indebtedness prior to the stated maturity thereof and which either (i) is similar to any Default or Event of Default contained in Article VIII of this Agreement, or related definitions in Section 1.1 of this Agreement, but contains one or more percentages, amounts or formulas that is more restrictive or has a shorter grace period than those set forth herein or is more beneficial to the holder or holders of such other Indebtedness (and such provision shall be deemed an Additional Default only to the extent that it is more restrictive or more beneficial) or (ii) is different from the subject matter of any Default or Event of Default contained in Article VIII of this Agreement, or related definitions in Section 1.1 of this Agreement.

“Administrative Agent” shall have the meaning assigned to such term in the opening paragraph hereof.

“Administrative Questionnaire” shall mean, with respect to each Lender, an administrative questionnaire in the form prepared by the Administrative Agent and submitted to the Administrative Agent duly completed by such Lender.

“Affiliate” shall mean, as to any Person, any other Person that directly, or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person.

“Base Rate” shall mean the highest of (i) the per annum rate which the Administrative Agent publicly announces from time to time as its prime lending rate, as in effect from time to time, (ii) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%) per annum and (iii) LIBOR determined on a daily basis for an Interest Period of one (1) month, plus one percent (1.00%) per annum. The Administrative Agent’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate actually charged to any customer. The Administrative Agent may make commercial loans or other loans at rates of interest at, above or below the Administrative Agent’s prime lending rate. Each change in the any of the rates described above in this definition shall be effective from and including the date such change is announced as being effective.

“Base Rate Loan” shall mean the Term Loan to the extent it is accruing interest at the Base Rate.

“Base Rate Margin” shall mean 1.00% per annum.

“Borrowing” shall mean the borrowing of the Term Loan on the Closing Date.

“Business Day” shall mean (i) any day other than a Saturday, Sunday or other day on which commercial banks in Atlanta, Georgia or New York, New York are authorized or required by law to close and (ii) if such day relates to a continuation of, a payment or

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prepayment of principal or interest on, or an Interest Period for, a Eurodollar Loan or a notice with respect thereto, any day on which dealings in Dollars are carried on in the London interbank market.

“Call Report” shall mean, with respect to each Financial Institution Subsidiary, the “Consolidated Reports of Condition and Income” (FFIEC Form 031 or 041 or any successor form of the Federal Financial Institutions Examination Council).

“Change in Control” shall mean (a) with respect to the Borrower, the occurrence of one or more of the following events: (i) any sale, lease, exchange or other transfer (in a single transaction or a series of related transactions) of all or a material portion of the assets of the Borrower to any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder in effect on the date hereof), (ii) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or “group” (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof) of 25% or more of the outstanding shares of the voting stock of the Borrower (other than solely as a result of the transactions contemplated by the Merger Agreement) or (iii) occupation of a majority of the seats (other than vacant seats) on the board of directors of the Borrower by Persons who were neither (A) nominated by the Borrower’s board of directors as constituted as of the Closing Date or (B) appointed by directors so nominated, or (b) the Borrower shall own, directly or indirectly, less than 100% of the voting stock of any Financial Institution Subsidiary.

“Change in Law” shall mean (i) the adoption of any applicable law, rule or regulation after the date of this Agreement, (ii) any change in any applicable law, rule or regulation, or any change in the interpretation or application thereof, by any Governmental Authority after the date of this Agreement, or (iii) compliance by any Lender with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement; provided, however, that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Closing Date” shall mean the date on which the conditions precedent set forth in Section 3.2 have been satisfied or waived in accordance with the terms of this Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended an in effect from time to time.

“Compliance Certificate” shall mean a certificate from the Chief Financial Officer or the President of the Borrower in the form of, and containing the certifications set forth in, the certificate attached hereto as Exhibit 5.1(c).

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“Consolidated Net Income” shall mean, for the Borrower and its Subsidiaries for any period, the net income (or loss) of the Borrower and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP.

“Consolidated Net Worth” shall mean, as of any date, the amount set forth under the line item “total stockholders’ equity” on the Borrower’s consolidated balance sheet most recently delivered pursuant to Section 5.1(a) or Section 5.1(b), as applicable.

“Contractual Obligation” of any Person shall mean any provision of any security issued by such Person or of any agreement, instrument or undertaking under which such Person is obligated or by which it or any of the property in which it has an interest is bound.

“Control” shall mean the power, directly or indirectly, to direct or cause the direction of the management and policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling”, “Controlled by”, and “under common Control with” have meanings correlative thereto.

“Default” shall mean any condition or event that, with the giving of notice or the lapse of time or both, would constitute an Event of Default.

“Default Interest” shall have the meaning set forth in Section 2.6(b).

“Dollar(s)” and the sign “$” shall mean lawful money of the United States of America.

“Effective Date” shall mean the date on which the conditions precedent set forth in Section 3.1 have been satisfied or waived in accordance with the terms of this Agreement.

“Employee Benefit Plan” shall have that meaning as defined in Section 3(3) of ERISA and for which the Borrower or an ERISA Affiliate maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by the Borrower or its ERISA Affiliates or on behalf of beneficiaries of such participants.

“Environmental Laws” shall mean all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, Release or threatened Release of any Hazardous Material or to health and safety matters.

“Environmental Liability” shall mean any liability, contingent or otherwise (including any liability for damages, costs of environmental investigation and remediation, costs of administrative oversight, fines, natural resource damages, penalties or indemnities), of the Borrower or any Subsidiary directly or indirectly resulting from or based upon (a) any actual or alleged violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) any actual or alleged exposure to

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any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor statute including any regulations promulgated thereunder.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated), which, together with the Borrower, is treated as a single employer under Section 414(b) or (c) of the Code or, solely for the purposes of Section 303 of ERISA and Section 430 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean with respect to the Borrower or any ERISA Affiliate, (i) any “reportable event”, as defined in Section 4043 of ERISA with respect to a Plan (other than an event for which the 30-day notice period is waived); (ii) the failure to make required contributions when due to a Multiemployer Plan or Plan or the imposition of a Lien in favor of a Plan under Section 430(k) of the Code or Section 303(k) of ERISA; (iii) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (iv) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under Section 4007 of ERISA, or the imposition of an Lien in favor of the PBGC under Title IV of ERISA; (v) the receipt from the PBGC or a plan administrator appointed by the PBGC of any notice relating to an intention to terminate any Plan or Plans or to appoint a trustee to administer any Plan; (vi) any other event or condition that might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan or Multiemployer Plan or for the imposition of liability under Section 4069 or 4212(c) of ERISA; (vii) the incurrence of any liability with respect to the withdrawal or partial withdrawal from any Plan including the withdrawal from a Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (viii) or the incurrence of any Withdrawal Liability with respect to any Multiemployer Plan; (ix) the receipt of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent (within the meaning of Section 4245 of ERISA) or in reorganization (within the meaning of Section 4241 of ERISA), or in “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); or (x) a determination that a Plan is, or is reasonably expected to be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA).

“Eurodollar” when used in reference to the Term Loan, refers to the Term Loan bearing interest at a rate determined by reference to LIBOR.

“Eurodollar Loan” shall mean the Term Loan to the extent it is accruing interest based on LIBOR.

“Event of Default” shall have the meaning provided in Article VIII.

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“Excluded Taxes” shall mean with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes imposed by the United States of America or any similar tax imposed by any other jurisdiction in which any Lender is located and (c) in the case of a Foreign Lender, any withholding tax that (i) is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office), (ii) is imposed on amounts payable to such Foreign Lender at any time that such Foreign Lender designates a new lending office, other than taxes that have accrued prior to the designation of such lending office that are otherwise not Excluded Taxes, and (iii) is attributable to such Foreign Lender’s failure to comply with Section 2.14(e).

“FDIC” shall mean the Federal Deposit Insurance Corporation.

“Federal Funds Rate” shall mean, for any day, the rate per annum (rounded upwards, if necessary, to the next 1/100^th of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with member banks of the Federal Reserve System arranged by Federal funds brokers, as published by the Federal Reserve Bank of New York on the next succeeding Business Day or if such rate is not so published for any Business Day, the Federal Funds Rate for such day shall be the average rounded upwards, if necessary, to the next 1/100th of 1% of the quotations for such day on such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by the Administrative Agent.

“Financial Institution Subsidiary” shall mean each of (a) those Financial Institution Subsidiaries set forth on Schedule 4.12 and designated as a “Financial Institution Subsidiary” and (b) each other Subsidiary hereafter formed or acquired that is a regulated financial institution.

“Fiscal Quarter” shall mean each fiscal quarter (including the fiscal quarter at the fiscal year-end) of the Borrower and its Subsidiaries.

“Foreign Lender” shall mean any Lender that is not a United States person under Section 7701(a)(3) of the Code.

“FRB” shall mean the Board of Governors of the Federal Reserve System.

“FR Y-9C Report” shall mean the “Consolidated Financial Statements for Bank Holding Companies (FR Y-9C)” submitted by the Borrower as required by Section 5(c) of the Bank Holding Company Act (12 U.S.C. 1844) and Section 225.5(b) of Regulation Y (12 CFR 225.5(b)), or any successor or similar replacement report.

“FR Y-9LP Report” shall mean the “Parent Company Only Financial Statements for Large Bank Holding Companies (FR Y-9LP)” submitted by the Borrower as required by

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Section 5(c) of the Bank Holding Company Act (12 U.S.C. 1844) and Section 225.5(b) of Regulation Y (12 CFR 225.5(b)), or any successor or similar replacement report.

“GAAP” shall mean generally accepted accounting principles in the United States applied on a consistent basis and subject to the terms of Section 1.2.

“Governmental Authority” shall mean the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including without limitation, the FRB, the FDIC and any other federal or state agency charged with the supervision or regulation of depositary institutions or holding companies of depositary institutions (as used herein, including any trust company subsidiaries whether or not they take deposits), or engaged in the insurance of depositary institution deposits, or any court, administrative agency or commission or other governmental agency, authority or instrumentality having supervisory or regulatory authority with respect to the Borrower and/or any of its Subsidiaries.

“Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“Hedging Obligations” of any Person shall mean any and all obligations of such Person, whether absolute or contingent and howsoever and whensoever created, arising, evidenced or acquired under (i) any and all Hedging Transactions, (ii) any and all cancellations, buy backs, reversals, terminations or assignments of any Hedging Transactions and (iii) any and all renewals, extensions and modifications of any Hedging Transactions and any and all substitutions for any Hedging Transactions.

“Hedging Transaction” of any Person shall mean (a) any transaction (including an agreement with respect to any such transaction) now existing or hereafter entered into by such Person that is a rate swap transaction, swap option, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap or option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option, spot transaction, credit protection transaction, credit swap, credit default swap, credit default option, total return swap, credit spread transaction, repurchase transaction, reverse repurchase transaction, buy/sell-back transaction, securities lending transaction, or any other similar transaction (including any option with respect to any of these transactions) or any combination thereof, whether or not any such transaction is governed by or subject to any master agreement and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with

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any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

“Indebtedness” of any Person shall mean, without duplication (i) all obligations of such Person for borrowed money, (ii) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (iii) all obligations of such Person in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business; provided, that for purposes of Section 8.1(f), trade payables overdue by more than 90 days shall be included in this definition except to the extent that any of such trade payables are being disputed in good faith and by appropriate measures), (iv) all obligations of such Person under any conditional sale or other title retention agreement(s) relating to property acquired by such Person, (v) all obligations of such Person under capital leases and all monetary obligations of such Person under Synthetic Leases, (vi) all obligations, contingent or otherwise, of such Person in respect of letters of credit, acceptances or similar extensions of credit, (vii) all guarantees by such Person of Indebtedness of others, (viii) all Indebtedness of a third party secured by any Lien on property owned by such Person, whether or not such Indebtedness has been assumed by such Person, (ix) all obligations of such Person, contingent or otherwise, to purchase, redeem, retire or otherwise acquire for value any capital stock of such Person, (x) all Hedging Obligations of such Person; and (xi) all obligations of such Person in respect of any trust preferred securities, preferred equity or other types of hybrid capital securities issued by such Person.

“Indemnified Taxes” shall mean Taxes other than Excluded Taxes.

“Initial Lender” shall have the meaning given such term in the introductory paragraph hereof.

“Interest Period” shall mean a period of one, two, three or six months, provided that:

(i) the initial Interest Period for the Term Loan shall commence on the Closing Date and each Interest Period occurring thereafter in respect of the Term Loan shall commence on the day on which the next preceding Interest Period expires;

(ii) if any Interest Period would otherwise end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day, unless such Business Day falls in another calendar month, in which case such Interest Period would end on the next preceding Business Day;

(iii) any Interest Period which begins on the last Business Day of a calendar month or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period shall end on the last Business Day of such calendar month; and

(iv) no Interest Period may extend beyond the Maturity Date.

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“Investments” shall have the meaning set forth in Section 7.6 hereof.

“Lenders” shall have the meaning assigned to such term in the opening paragraph of this Agreement.

“LIBOR” shall mean, for any applicable Interest Period with respect to the Term Loan, that rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) that is equal to the quotient of:

(i) the rate per annum for deposits in Dollars for a period equal to such Interest Period appearing on Reuters Screen LIBOR01 Page (or any successor page), or such similar service as determined by the Administrative Agent that displays the British Bankers’ Association Interest Settlement Rates for deposits in Dollars as of 11:00 a.m. (London, England time) on the day that is two Business Days prior to the first day of the Interest Period, or if such page or service shall cease to be available, such other page or such other service (as the case may be) for the purpose of displaying British Bankers’ Association Interest Settlement Rates for Dollars as the Administrative Agent, in its discretion, shall select; provided, that if the Administrative Agent determines that the relevant foregoing sources are unavailable for the relevant Interest Period, LIBOR shall mean the rate of interest determined by the Administrative Agent to be the average (rounded upward, if necessary, to the nearest 1/100th of 1%) of the rates per annum at which deposits in Dollars are offered to the Administrative Agent two (2) Business Days preceding the first day of such Interest Period by leading banks in the London interbank market as of 10:00 a.m. (New York, New York time) for delivery on the first day of such Interest Period and for the number of days comprised therein, divided by

(ii) a percentage equal to 1.00 minus the maximum reserve percentages (including any emergency, supplemental, special or other marginal reserves) expressed as a decimal (rounded upward to the next 1/100th of 1%) in effect on any day for the applicable Interest Period to which the Administrative Agent is subject with respect to a Eurodollar Loan pursuant to regulations issued by the Board of Governors of the Federal Reserve System with respect to eurocurrency funding (currently referred to as “eurocurrency liabilities” under Regulation D). A Eurodollar Loan shall be deemed to constitute eurocurrency funding and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under Regulation D. This percentage will be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Lien” shall mean any mortgage, pledge, security interest, lien (statutory or otherwise), charge, encumbrance, hypothecation, assignment, deposit arrangement, or other arrangement having the practical effect of the foregoing or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including any

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conditional sale or other title retention agreement and any capital lease having the same economic effect as any of the foregoing).

“Loan Documents” shall mean, collectively, this Agreement, the Term Note, and any and all other instruments, agreements, documents and writings executed in connection with any of the foregoing.

“Material Adverse Effect” shall mean, with respect to any event, act, condition or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, or governmental investigation or proceeding), whether singly or in conjunction with any other event or events, act or acts, condition or conditions, occurrence or occurrences whether or not related, a material adverse change in, or a material adverse effect on, (i) the business, results of operations, financial condition, assets, liabilities or prospects of the Borrower and of the Borrower and its Subsidiaries taken as a whole, (ii) the ability of the Borrower to perform any of its material obligations under the Loan Documents, (iii) the rights and remedies of Administrative Agent and the Lenders under any of the Loan Documents or (iv) the legality, validity or enforceability of any of the Loan Documents.

“Maturity Date” shall mean the date that is two (2) years after the Closing Date.

“Merger Agreement” shall have the meaning set forth in Section 3.2(c).

“Multiemployer Plan” shall have the meaning set forth in Section 4001(a)(3) of ERISA.

“Net Mark-to-Market Exposure” of any Person shall mean, as of any date of determination with respect to any Hedging Obligation, the excess (if any) of all unrealized losses over all unrealized profits of such Person arising from such Hedging Obligation. “Unrealized losses” shall mean the fair market value of the cost to such Person of replacing the Hedging Transaction giving rise to such Hedging Obligation as of the date of determination (assuming the Hedging Transaction were to be terminated as of that date), and “unrealized profits” means the fair market value of the gain to such Person of replacing such Hedging Transaction as of the date of determination (assuming such Hedging Transaction were to be terminated as of that date).

“Nonperforming Assets” shall mean the sum of (a) Nonperforming Loans, and (b) Other Real Estate Owned.

“Nonperforming Loans” shall mean the sum of (a) nonaccrual loans and lease financing receivables (as determined by reference to the line item “loans accounted for on a non-accrual basis” under “Selected Financial Data” (Non-performing assets) in the Borrower’s most recent Form 10-Q or 10-K, as applicable) and (b) loans and lease financing receivables that are contractually past due 90 days or more as to interest or principal and are still accruing interest (as determined by reference to the line item “loans 90 days past due still accruing” under “Selected Financial Data” (Non-performing assets) in the Borrower’s most recent Form 10-Q or 10-K, as applicable).

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“Notice of Borrowing” shall have the meaning as set forth in Section 2.2.

“Notice of Continuation” shall mean the notice given by the Borrower to the Administrative Agent in respect of the continuation of the Term Loan as provided in Section 2.4(b).

“Obligations” shall mean all indebtedness, obligations, liabilities and other amounts owing by the Borrower to the Administrative Agent and any Lender and, only with respect to Hedging Transactions, any Affiliate of the Administrative Agent or any Lender, pursuant to or in connection with (a) this Agreement or any other Loan Document, including without limitation, all principal, interest (including any interest accruing after the filing of any petition in bankruptcy or the commencement of any insolvency, reorganization or like proceeding relating to the Borrower, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), all reimbursement obligations under letters of credit, all Hedging Obligations of the Borrower, fees, expenses, indemnification and reimbursement payments, costs and expenses (including all fees and expenses of counsel to Administrative Agent and any Lender incurred pursuant to this Agreement or any other Loan Document), whether direct or indirect, absolute or contingent, liquidated or unliquidated, now existing or hereafter arising hereunder or thereunder, together with all renewals, extensions, modifications or refinancings thereof and (b) any agreement governing the provision to the Borrower or any Subsidiary of treasury or cash management services.

“Other Real Estate Owned” shall mean the sum of real estate acquired in satisfaction of debts through foreclosure (as determined by reference to the line item “foreclosed assets” under “Selected Financial Data” (Non-performing assets) in the Borrower’s most recent Form 10-Q or 10-K, as applicable).

“Other Taxes” shall mean any and all present and future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made by, or on behalf of, the Borrower hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Documents.

“Participant” shall have the meaning set forth in Section 10.4(c).

“Payment Office” shall mean the office of the Administrative Agent located at 303 Peachtree Street, Atlanta, Georgia 30308, or such other location as to which the Administrative Agent shall have given written notice to the Borrower and the other Lenders.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA, and any successor entity performing similar functions.

“Permitted Encumbrances” shall mean

(i) Liens imposed by law for taxes not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;

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(ii) statutory Liens of landlords and Liens of carriers, warehousemen, mechanics, materialmen and other Liens imposed by law created in the ordinary course of business for amounts not yet due or which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;

(iii) pledges and deposits made in the ordinary course of business in compliance with workers’ compensation, unemployment insurance and other social security laws or regulations and Liens arising by statute in connection with worker’s compensation, unemployment insurance, old age benefits, social security obligations, taxes, assessments, statutory obligations or other similar charges, good faith cash deposits in connection with tenders, contracts or leases to which the Borrower or any of its Subsidiaries is a party or other cash deposits in any such foregoing case that is required to be made in the ordinary course of business, provided in each case that the obligation is not for borrowed money and that the obligation secured is not overdue or, if overdue, is being contested in good faith by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves have been established therefor;

(iv) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of business;

(v) judgment and attachment Liens not giving rise to an Event of Default or Liens created by or existing from any litigation or legal proceeding that are currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP;

(vi) easements, zoning restrictions, rights-of-way and similar encumbrances on real property imposed by law or arising in the ordinary course of business that do not secure any monetary obligations and do not materially detract from the value of the affected property or materially interfere with the ordinary conduct of business of the Borrower and its Subsidiaries taken as a whole;

(vii) Liens, charges and encumbrances incidental to the conduct of the business of the Financial Institution Subsidiaries incurred in the ordinary course of business and consistent with past practices;

(viii) Liens to secure public funds or other pledges of funds required by law to secure deposits; and

(ix) repurchase agreements, reverse repurchase agreements and other similar transactions entered into by any Financial Institution Subsidiary in the ordinary course of its banking, deposit or trust business;

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provided, that the term “Permitted Encumbrances” shall not include any Lien securing Indebtedness.

“Permitted Financial Institution Subsidiary Indebtedness” means obligations incurred by any Financial Institution Subsidiary in the ordinary course of business in such circumstances as may be incidental or usual in carrying on the banking or trust or mortgage business of a bank, thrift, trust company, or mortgage company incurred in accordance with applicable laws and regulations and safe and sound practices, including obligations incurred in connection with: (a) any deposits with or funds collected by such Subsidiary; (b) the endorsement of instruments for deposit or collection in the ordinary course of business, (c) any bankers acceptance credit of such Subsidiary; (d) any check, note, certificate of deposit, money order, traveler’s check, draft or bill of exchange issued, accepted or endorsed by such Subsidiary or letter of credit issued by such Subsidiary; (e) any discount with, borrowing from, or other obligation to, any Federal Reserve Bank or any Federal Home Loan Bank; (f) any agreement made by such Subsidiary to purchase or repurchase securities, loans or Federal funds or any interest or participation in any thereof; (g) any guarantee, indemnity or similar obligation incurred by such Subsidiary in the ordinary course of its banking or trust business and consistent with past practices; (h) any transaction in the nature of an extension of credit, whether in the form of a commitment or otherwise, undertaken by such Subsidiary for the account of a third party with the application of the same banking considerations and legal lending limits that would be applicable if the transaction were a loan to such party; (i) any transaction in which such Subsidiary acts solely in the fiduciary or agency capacity; (j) other short-term liabilities similar to those enumerated in clauses (a) and (f) above, including United States Treasury tax and loan borrowings, (k) any Hedging Obligations or other obligations or liabilities relating to Hedging Transactions entered into by such Subsidiary in connection with facilitating the hedging risk of a customer of such Subsidiary or another Financial Institution Subsidiary, but excluding any Hedging Obligations or other obligations or liabilities relating to Hedging Transactions entered into for speculative purposes or that are speculative in nature, (l) any Indebtedness of one Financial Institution Subsidiary to another Financial Institution Subsidiary and (m) any Indebtedness of such Subsidiary relating to letters of credit issued or confirmed by a third party financial institution for the account of such Subsidiary for the ultimate account of such Subsidiary’s customer.

“Person” shall mean any individual, partnership, firm, corporation, association, joint venture, limited liability company, trust or other entity, or any Governmental Authority.

“Plan” shall mean any Employee Benefit Plan (other than a Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate either (i) maintains, contributes to or has an obligation to contribute to on behalf of participants who are or were employed by any of them (or on behalf of beneficiaries of such participants) or (ii) is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA or a “contributing sponsor” (as defined in ERISA Section 4001(a)(13)).

“Pro Rata Share” shall mean, with respect to any Lender at any time, a

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percentage, the numerator of which shall be the principal amount of the Term Loan held by such Lender and the denominator of which shall be the total principal amount of the Term Loan.

“Qualified Plan” shall mean an Employee Benefit Plan that is intended to be tax-qualified under Section 401(a) of the Code.

“Regulation D” shall mean Regulation D of the Board of Governors of the Federal Reserve System, as the same may be in effect from time to time, and any successor regulations.

“Release” means any release, spill, emission, leaking, dumping, injection, pouring, deposit, disposal, discharge, dispersal, leaching or migration into the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or within any building, structure, facility or fixture.

“Required Lenders” shall mean, at any time, (a) if the number of Lenders under this Agreement at the time of determination shall equal two, both such Lenders, (b) if the number of Lenders under this Agreement at the time of determination shall equal three, any two of such Lenders so long as such two Lenders hold more than 50% of the aggregate outstanding Term Loans at such time, and (c) if the number of Lenders under this Agreement at the time of determination shall equal four or more, those Lenders holding more than 50% of the aggregate outstanding Term Loans at such time.

“Responsible Officer” shall mean any of the president, the chief executive officer, the chief operating officer, the chief financial officer, the treasurer or a managing director of the Borrower or such other representative of the Borrower as may be designated in writing by any one of the foregoing with the consent of the Administrative Agent; and, with respect to the financial covenants only, the chief financial officer, controller or the treasurer of the Borrower.

“RICO Related Law” shall mean the Racketeer Influenced and Corrupt Organizations Act of 1970 or any other federal, state or local law for which forfeiture of assets is a potential penalty.

“Subsidiary” shall mean, with respect to any Person (the “parent”), any corporation, partnership, joint venture, limited liability company, association or other entity the accounts of which would be consolidated with those of the parent in the parent’s consolidated financial statements if such financial statements were prepared in accordance with GAAP as of such date, as well as any other corporation, partnership, joint venture, limited liability company, association or other entity (i) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power, or in the case of a partnership, more than 50% of the general partnership interests are, as of such date, owned, Controlled or held, or (ii) that is, as of such date, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent. Unless otherwise indicated, all references to “Subsidiary” under this Agreement shall mean a Subsidiary of the Borrower.

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“Synthetic Lease” of any Person shall mean (a) a lease designed to have the characteristics of a loan for federal income tax purposes while obtaining operating lease treatment for financial accounting purposes, or (b) an agreement for the use or possession of property creating obligations that are not required to appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person would be characterized by a court of competent jurisdiction as indebtedness of such Person.

“Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings, assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.

“Term Loan” shall have the meaning set forth in Section 2.1.

“Term Note” shall mean a promissory note of the Borrower in substantially the form of Exhibit A.

“Total Loans” shall mean for the Borrower on a consolidated basis the line item “Loans” set forth on the Borrower’s consolidated balance sheet delivered pursuant to Section 5.1(a) and Section 5.1(b) (and, for the avoidance of doubt, shall exclude loans held for sale).

“Type”, when used in reference to the Term Loan, refers to whether the rate of interest on the Term Loan, is determined by reference to LIBOR or the Base Rate.

“Whitney” shall have the meaning set forth in Section 3.2.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

Section 1.2. Accounting Terms and Determination. Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent (except for such changes approved by the Borrower’s independent public accountants) with the most recent audited consolidated financial statement of the Borrower delivered pursuant to Section 5.1(a); provided, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article VI to eliminate the effect of any change in GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend Article VI for such purpose), then the Borrower’s compliance with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Lenders.

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Section 1.3. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”. Unless the context requires otherwise (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns, (iii) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Agreement as a whole and not to any particular provision hereof, (iv) all references to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles, Sections, Exhibits and Schedules to this Agreement and (v) all references to a specific time shall be construed to refer to Atlanta, Georgia time, unless otherwise indicated.

ARTICLE II. AMOUNT AND TERMS OF THE TERM LOAN

Section 2.1. Term Loan Commitment. Subject to the terms and conditions set forth herein, including, without limitation, satisfaction of the conditions set forth in Section 3.1 and Section 3.2, the Initial Lender agrees to make a single term loan (the “Term Loan”) to the Borrower, on June 3, 2011, in a principal amount equal to $140,000,000.

Section 2.2. Procedure for Borrowing Term Loan. After the Effective Date, the Borrower shall give the Initial Lender written notice of its request for the Borrowing substantially in the form of Exhibit 2.2 attached hereto (the “Notice of Borrowing”) prior to 11:00 a.m. on the date that is three (3) Business Days prior to the date of the Borrowing. The Notice of Borrowing shall be irrevocable and shall specify: (i) the date of the Borrowing (which shall be a Business Day), (ii) the duration of the Interest Period applicable thereto and (iii) the account of the Borrower to which the proceeds of the Term Loan should be credited.

Section 2.3. Funding of Borrowing.

Subject to the terms and conditions herein, the Initial Lender will make available the Term Loan to the Borrower on the Closing Date by promptly crediting the proceeds of the Term Loan by the close of business on such date, to an account maintained by the Borrower with the Initial Lender or at the Borrower’s option, by effecting a wire transfer of such amounts to an account designated by the Borrower to the Initial Lender as set forth in the Notice of Borrowing.

Section 2.4. Interest Elections.

(a) The Borrowing shall be a Eurodollar Loan and shall have an initial Interest Period as specified in the Notice of Borrowing. Subject to the terms and conditions hereof, the Borrower shall continue the Term Loan as a Eurodollar Loan by electing Interest Periods as

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provided in this Section. The Borrower may not elect to convert the Term Loan into a Base Rate Loan.

(b) To make an election pursuant to this Section, the Borrower shall give the Administrative Agent written notice substantially in the form of Exhibit 2.4 attached hereto (a “Notice of Continuation”), prior to 11:00 a.m. three (3) Business Days prior to the expiration of each then current Interest Period, that the Term Loan is to be continued as a Eurodollar Loan. Each such Notice of Continuation shall be irrevocable and shall specify (i) the effective date of the election made pursuant to such Notice of Continuation, which shall be a Business Day and (ii) the Interest Period applicable thereto, which shall be a period contemplated by the definition of “Interest Period”. Any election under this clause (b) shall be for the entire principal amount of the Term Loan then outstanding.

(c) If, on the expiration of any Interest Period, the Borrower shall have failed to deliver a Notice of Continuation, then, unless the Term Loan is repaid as provided herein, the Borrower shall be deemed to have elected an Interest Period of one (1) month. The Term Loan may be continued as a Eurodollar Loan if a Default or an Event of Default exists unless the Administrative Agent or any of the Lenders shall have objected in writing to such continuation as a Eurodollar Loan (in which case the Term Loan will automatically be converted to a Base Rate Loan (and shall thereafter bear interest at the Base Rate plus the Base Rate Margin) on the last day of the then current Interest Period applicable to the Term Loan).

(d) Upon receipt of any Notice of Continuation, the Administrative Agent shall promptly notify each Lender of the details thereof.

Section 2.5. Repayment and Prepayments of Term Loan.

(a) The outstanding principal amount of the Term Loan shall be due and payable (together with accrued and unpaid interest thereon) on the Maturity Date. All payments in respect of the Term Loan shall be applied first to accrued interest and the balance, if any, to principal. Once repaid, none of the Term Loan may be reborrowed.

(b) The Borrower shall have the right at any time and from time to time to prepay the Term Loan, in whole or in part, without premium or penalty, by giving irrevocable written notice to the Administrative Agent no later than three (3) Business Days prior to any such prepayment. Each such notice shall be irrevocable and shall specify the proposed date of such prepayment and the principal amount of the Term Loan to be prepaid. Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s Pro Rata Share of any such prepayment. If such notice is given, the aggregate amount specified in such notice shall be due and payable on the date designated in such notice, together with accrued interest to such date on the amount so prepaid in accordance with Section 2.15(a); provided, that if a Eurodollar Loan is prepaid on a date other than the last day of an Interest Period applicable thereto, the Borrower shall also pay all amounts required pursuant to Section 2.13. Each partial prepayment of the Term Loan shall be in an amount not less than $1,000,000

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Section 2.6. Interest on Term Loan.

(a) The Borrower shall pay interest on the Term Loan at LIBOR for the applicable Interest Period then in effect plus 2.00% per annum. To the extent the Term Loan is required to be converted to a Base Rate Loan hereunder, the Borrower shall pay interest thereon at the Base Rate in effect from time to time plus the Base Rate Margin.

(b) Following the occurrence of an Event of Default, and in any event after acceleration, the Borrower shall pay interest (“Default Interest”) with respect to a Eurodollar Loans, at the rate otherwise applicable for the then-current Interest Period plus an additional 2% per annum until the last day of such Interest Period, and thereafter, and with respect to a Base Rate Loan and all other Obligations under this Agreement (other than the Term Loan), at the Base Rate plus the Base Rate Margin plus 2% per annum.

(c) Interest on the principal amount of the Term Loan shall accrue from and including the Closing Date to but excluding the date of any repayment thereof (or portion thereof). Interest on a Eurodollar Loan shall be payable in arrears on the last day of each Interest Period applicable thereto and in the case of a Eurodollar Loan having an Interest Period longer than three months, on the date which occurs every three months after the initial date of such Interest Period, and in any case on the Maturity Date. Interest on a Base Rate Loan shall be payable in arrears on the last day of each calendar quarter and on the Maturity Date. All Default Interest shall be payable on demand.

(d) The Administrative Agent shall determine each interest rate applicable to the Term Loan hereunder and shall promptly notify the Borrower and the Lenders of such rate in writing (or by telephone, promptly confirmed in writing). Any such determination shall be conclusive and binding for all purposes, absent manifest error.

Section 2.7. Upfront Fee. The Borrower shall pay to the Initial Lender on the Closing Date an upfront fee in the amount agreed upon in writing by the Borrower and the Initial Lender.

Section 2.8. Computation of Interest and Fees. All computations of interest and fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or fees are payable (to the extent computed on the basis of days elapsed). Each determination by the Administrative Agent of an interest amount or fee hereunder shall be made in good faith and, except for manifest error, shall be final, conclusive and binding for all purposes.

Section 2.9. Inability to Determine Interest Rates. If prior to the commencement of any Interest Period for a Eurodollar Loan, the Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that (a) by reason of circumstances affecting the relevant interbank market, adequate means do not exist for ascertaining LIBOR, or (b) the Administrative Agent shall have received notice from the Required Lenders that LIBOR does not adequately and fairly reflect the cost to such Lenders of making, funding or maintaining its Eurodollar Loans, the Administrative Agent shall give

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written notice (or telephonic notice, promptly confirmed in writing) to the Borrower as soon as practicable thereafter. Until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, the Term Loan shall be deemed to be converted into a Base Rate Loan as of such date and shall bear interest at the Base Rate plus the Base Rate Margin.

Section 2.10. Evidence of Indebtedness. Each Lender shall maintain in accordance with its usual practice appropriate records evidencing the Indebtedness of the Borrower to such Lender resulting from the Term Loan made or held by such Lender from time to time, including the amounts of principal and interest payable thereon and paid to such Lender from time to time under this Agreement. The Administrative Agent shall maintain appropriate records in which shall be recorded (i) the amount of the Term Loan held by each Lender and the Type thereof, (ii) the date of each continuation thereof pursuant to Section 2.4, (iv) if applicable, the date of any required conversion of Term Loan to a Base Rate Loan, (v) the date and amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder in respect of the Term Loan and (vi) both the date and amount of any sum received by the Administrative Agent hereunder from the Borrower in respect of the Term Loan and each Lender’s Pro Rata Share thereof. The entries made in such records shall be prima facie evidence (absent manifest error) of the existence and amounts of the obligations of the Borrower therein recorded; provided, that the failure or delay of any Lender or the Administrative Agent in maintaining or making entries into any such record or any error therein shall not in any manner affect the obligation of the Borrower to repay the Term Loan (both principal and unpaid accrued interest) in accordance with the terms of this Agreement. On the Closing Date, the Borrower will execute and deliver a Term Note to the Initial Lender.

Section 2.11. Illegality. If any Change in Law shall make it unlawful or impossible for any Lender to maintain or continue any Eurodollar Loan and such Lender shall so notify the Administrative Agent, the Administrative Agent shall promptly give notice thereof to the Borrower and the other Lenders, whereupon until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such suspension no longer exist, the obligation of such Lender to continue the Term Loan as a Eurodollar Loan shall be suspended. In the case of the Eurodollar Loan then outstanding, the Term Loan shall be converted to a Base Rate Loan either (x) on the last day of the then current Interest Period applicable to such Eurodollar Loan if such Lender may lawfully continue to maintain such Eurodollar Loan to such date or (y) immediately if such Lender shall determine that it may not lawfully continue to maintain such Eurodollar Loan to such date.

Section 2.12. Increased Costs.

(a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement that is not otherwise included in the determination of LIBOR hereunder against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the calculation of LIBOR); or

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(ii) impose on any Lender or the eurodollar interbank market any other condition affecting this Agreement or a Eurodollar Loan made or held by such Lender;

and the result of the foregoing is to increase the cost to such Lender of continuing or maintaining a Eurodollar Loan or to reduce the amount received or receivable by such Lender hereunder (whether of principal, interest or any other amount), then the Borrower shall promptly pay, upon written notice from and demand by such Lender (with a copy of such notice and demand to the Administrative Agent), to the Administrative Agent for the account of such Lender, within five Business Days after the date of such notice and demand, additional amount or amounts sufficient to compensate such Lender for such additional costs incurred or reduction suffered.

(b) If any Lender shall have determined that on or after the date of this Agreement any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s capital (or on the capital of such Lender’s parent corporation) as a consequence of its obligations hereunder to a level below that which such Lender or such Lender’s parent corporation could have achieved but for such Change in Law (taking into consideration such Lender’s policies or the policies of such Lender’s parent corporation with respect to capital adequacy) then, from time to time, within five Business Days after receipt by the Borrower of written demand by such Lender (with a copy thereof to the Administrative Agent, the Borrower shall pay to such Lender such additional amounts as will compensate such Lender or such Lender’s parent corporation for any such reduction suffered.

(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its parent corporation, as the case may be, specified in paragraph (a) or (b) of this Section shall be delivered to the Borrower (with a copy to the Administrative Agent) and shall be conclusive, absent manifest error. The Borrower shall pay any such Lender such amount or amounts within 10 days after receipt thereof.

(d) Failure or delay on the part of a Lender to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s right to demand such compensation.

Section 2.13. Funding Indemnity. In the event of (a) the payment of any principal of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion (even though involuntary) of a Eurodollar Loan other than on the last day of the Interest Period applicable thereto, or (c) the failure by the Borrower to prepay or continue a Eurodollar Loan on the date specified in any applicable notice (regardless of whether such notice is withdrawn or revoked), then, in any such event, the Borrower shall compensate each Lender, within five (5) Business Days after written demand from such Lender, for any actual loss, cost or expense incurred by such Lender attributable to such event. Such loss, cost or expense shall be deemed to include an amount determined by such Lender to be the excess, if any, of (A) the amount of interest that would have accrued on the principal amount of such Eurodollar Loan if such event had not occurred at LIBOR applicable to such Eurodollar Loan for the period from the date of such event to the last day of the then current Interest Period therefor (or in the case of a failure to continue for the period that would have been the Interest Period for such Eurodollar Loan) over (B) the amount of interest that would accrue on the principal amount of such Eurodollar Loan for the same period if

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LIBOR were set on the date such Eurodollar Loan was prepaid or the date on which the Borrower failed to continue such Eurodollar Loan. A certificate as to any additional amount payable under this Section 2.13 submitted to the Borrower by any Lender shall be conclusive, absent manifest error.

Section 2.14. Taxes.

(a) Any and all payments by or on account of any Obligation of the Borrower under this Agreement shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided, that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section) the Administrative Agent or any Lender (as the case may be) shall receive an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law.

(c) The Borrower shall indemnify the Administrative Agent and each Lender, within ten (10) Business Days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower hereunder (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability, together with reasonable evidence of such payment, as applicable, delivered to the Borrower by a Lender, or by the Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.

(d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the Code or any treaty to which the United States is a party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate of withholding. Without limiting the generality of the foregoing, each Foreign Lender agrees

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that it will deliver to the Administrative Agent and the Borrower (or in the case of a Participant, to the Lender from which the related participation shall have been purchased), as appropriate, two (2) duly completed copies of (i) Internal Revenue Service Form W-8 ECI, or any successor form thereto, certifying that the payments received from the Borrower hereunder are effectively connected with such Foreign Lender’s conduct of a trade or business in the United States; or (ii) Internal Revenue Service Form W-8 BEN, or any successor form thereto, certifying that such Foreign Lender is entitled to benefits under an income tax treaty to which the United States is a party which reduces or eliminates the rate of withholding tax on payments of interest; or (iii) Internal Revenue Service Form W-8 BEN, or any successor form prescribed by the Internal Revenue Service, together with a certificate (A) establishing that the payments to the Foreign Lender from the Borrower hereunder qualify as “portfolio interest” exempt from U.S. withholding tax under Code section 871(h) or 881(c), and (B) stating that (1) the Foreign Lender is not a bank for purposes of Code section 881(c)(3)(A), or the obligation of the Borrower hereunder is not, with respect to such Foreign Lender, a loan agreement entered into in the ordinary course of its trade or business, within the meaning of that section; (2) the Foreign Lender is not a 10% shareholder of the Borrower within the meaning of Code section 871(h)(3) or 881(c)(3)(B); and (3) the Foreign Lender is not a controlled foreign corporation that is a related Person to the Borrower within the meaning of Code section 881(c)(3)(C); or (iv) such other Internal Revenue Service forms as may be applicable to the Foreign Lender, including Forms W-8 IMY or W-8 EXP. Each such Foreign Lender shall deliver to the Borrower and the Administrative Agent such forms on or before the date that it becomes a party to this Agreement (or in the case of a Participant, on or before the date such Participant purchases the related participation). In addition, each such Foreign Lender shall deliver such forms within ten (10) Business Days after the obsolescence or invalidity of any form previously delivered by such Foreign Lender. Each such Foreign Lender shall promptly notify the Borrower and the Administrative Agent in writing at any time that it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the Internal Revenue Service for such purpose).

Section 2.15. Payments Generally; Pro Rata Treatment; Sharing of Set-offs.

(a) The Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees or of amounts payable under Section 2.5, Section 2.6 or Section 2.7 or otherwise) prior to 12:00 noon, on the date when due, in immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent at the Payment Office, except that payments pursuant to Section 2.12, Section 2.13 and Section 10.3 shall be made directly to the Persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be made payable for the period of such extension. All payments hereunder shall be made in Dollars.

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(b) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully all amounts of principal, interest and fees then due hereunder, such funds shall be applied first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, and second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of or interest on the portion of the Term Loan held by such Lender that would result in such Lender receiving payment of a greater proportion than its Pro Rata Share, then the Lender receiving such greater proportion shall purchase (for cash at face value) participations in the Term Loan of other Lenders to the extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective portions of the Term Loan; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Term Loan to any assignee or Participant, other than to the Borrower or any Subsidiary or Affiliate thereof (as to which the provisions of this paragraph shall apply). The Borrower consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrower rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower in the amount of such participation.

(d) The Administrative Agent will promptly distribute amounts due hereunder to the Lenders from the Borrower only after such amounts have been paid by the Borrower to, and receipt thereof has been confirmed by, the Administrative Agent.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.3(a), Section 2.15(d), or Section 10.3(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

Section 2.16. Mitigation of Obligations; Replacement of Lenders.

(a) If any Lender requests compensation under Section 2.12, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, then such Lender shall use reasonable efforts to designate a different lending office for funding or booking its portion of the Term Loan hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the reasonable credit judgment of such Lender, such designation or assignment

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(i) would eliminate or reduce amounts payable under Section 2.12 or Section 2.14, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender. The Borrower hereby agrees to pay all costs and expenses incurred by any Lender in connection with such designation or assignment.

(b) If (1) any Lender requests compensation under Section 2.12, or (2) the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.14, or (3) any Lender suspends its obligation to maintain Eurodollar Loans pursuant to Section 2.11 (provided, that this clause (3) shall not apply if the Required Lenders have suspended their respective obligations to maintain a Eurodollar Loan pursuant to Section 2.11) or (4) any Lender that is not the Administrative Agent does not consent to any amendment, waiver or consent to any Loan Document for which the consent of the Required Lenders is obtained and that requires the consent of all Lenders, then the Borrower may, at its sole cost and expense, upon notice to any such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions set forth in Section 10.4(b)) all of its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender); provided, that (i) the Borrower shall have received the prior written consent of the Administrative Agent, which consent shall not be unreasonably withheld, (ii) such assigning Lender shall have received payment of an amount equal to the outstanding principal amount of the Term Loan owed to it, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (in the case of such outstanding principal and accrued interest) and from the Borrower (in the case of all other amounts) and (iii) in the case of a claim for compensation under Section 2.12 or payments required to be made pursuant to Section 2.14, such assignment will result in a reduction or elimination of such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of an irrevocable waiver by such Lender, the circumstances entitling the Borrower to require such assignment and delegation ceases to apply.

ARTICLE III. CONDITIONS PRECEDENT TO EFFECTIVENESS

Section 3.1. Conditions To Effectiveness. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.2).

(a) The Initial Lender shall have received all fees and other amounts due and payable on or prior to the Closing Date, including (i) reimbursement or payment of all out-of-pocket expenses (including reasonable fees, charges and disbursements of counsel to the Initial Lender) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and (ii) the upfront fees payable to the Initial Lender in accordance with the commitment letter between the Borrower and the Initial Lender.

(b) The Initial Lender (or its counsel) shall have received the following, each in form and substance satisfactory to the Initial Lender:

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(i) a counterpart of this Agreement signed by or on behalf of each party hereto;

(ii) a duly executed Term Note payable to the Initial Lender;

(iii) a certificate of the Secretary or Assistant Secretary of the Borrower in the form of Exhibit 3.1(b)(iii), attaching and certifying copies of its bylaws and of the resolutions of its board of directors, authorizing the execution, delivery and performance of the Loan Documents and certifying the name, title and true signature of each officer of the Borrower executing the Loan Documents;

(iv) (a) certified copies of the certificate of incorporation of the Borrower, together with certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of incorporation of the Borrower and each other jurisdiction where the Borrower is required to be qualified to do business as a foreign corporation, and (b) certificates of good standing or existence with respect to each material Subsidiary of the Borrower (which shall include, in any event, each Financial Institution Subsidiary), as may be available from the Secretary of State of the jurisdiction of incorporation of each such Subsidiary and each other jurisdiction where such Subsidiary is required to be qualified to do business as a foreign corporation;

(v) a favorable written opinion of Watkins, Ludlam Winter Stennis P.A., counsel to the Borrower, addressed to the Administrative Agent and each of the Lenders, and covering such matters relating to the Borrower, the Loan Documents and the transactions contemplated therein as the Initial Lender shall reasonably request;

(vi) a certificate in the form of Exhibit 3.1(b)(vi), dated the Effective Date and signed by a Responsible Officer, certifying that (w) no Default or Event of Default exists, (x) all representations and warranties of the Borrower set forth in the Loan Documents are true and correct on and as of the Effective Date, (y) since December 31, 2010, there shall have been no change, event or other circumstance which has had or could reasonably be expected to have a Material Adverse Effect and (z) no consents, approvals, authorizations, registrations, filings or orders of the type described in Section 3.1(b)(vii) below are required to be made or obtained in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any transaction contemplated thereby;

(vii) certified copies of all consents, approvals, authorizations, registrations and filings and orders required to be made or obtained under any applicable laws, or by any Contractual Obligation of the Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated hereby or thereby, and such consents, approvals, authorizations, registrations, filings and orders shall be in full force and effect and all applicable waiting periods shall have expired, and no investigation or inquiry by any Governmental Authority regarding the Term Loan or any transaction being financed with the proceeds thereof shall be ongoing;

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(viii) copies of (A) the internally prepared quarterly financial statements of the Borrower and its Subsidiaries on a consolidated basis for the Fiscal Quarter ending March 31, 2011, and (B) the audited consolidated financial statements for Borrower and its Subsidiaries for the Fiscal Years ending December 31, 2010, 2009 and 2008;

(ix) the results of a recent UCC, tax, judgment and lien searches in respect of the Borrower, and such searches shall reveal no Liens of record other than Liens expressly permitted pursuant to Section 7.2; and

(x) such other documents, agreements and instruments as the Administrative Agent on behalf of the Lenders may reasonably request.

Section 3.2. Term Loan Borrowing. The obligation of the Initial Lender to make the Term Loan under this Agreement is subject to the satisfaction of the following conditions:

(a) all of the conditions set forth in Section 3.1 shall have been satisfied;

(b) a certificate in the form of Exhibit 3.2(b), dated the Closing Date and signed by a Responsible Officer, certifying that (x) at the time of and immediately after giving effect to the funding of the Term Loan, no Default or Event of Default exists, (y) all representations and warranties of the Borrower set forth in the Loan Documents are true and correct on and as of the Closing Date (except for representations and warranties expressly made as of a prior date, which such representations and warranties shall be true and correct in all material respects as of such date) and (z) since December 31, 2010, there shall have been no change, event or other circumstance which has had or could reasonably be expected to have a Material Adverse Effect;

(c) evidence that the Borrower and Whitney Holding Company (“Whitney”) shall have filed certificates of merger (with an effective time not later than June 4, 2011) with the Secretary of State of the State of Mississippi and the Secretary of State of the State of Louisiana pursuant to which Whitney shall be merged into the Borrower in accordance with and pursuant to the terms of that certain Agreement and Plan of Merger dated as of December 21, 2010 (the “Merger Agreement”) between Whitney and the Borrower;

(d) evidence that, since May 1, 2011, the Borrower shall have received cash dividends from one or more of its Financial Institution Subsidiaries in an aggregate amount of not less than $75,000,000;

(e) no legislation has been passed or any suit, challenge, claim or other proceeding has been instituted the effect of which is to prohibit, enjoin (or to declare unlawful or improper) or otherwise adversely affect, in the Initial Lender’s sole and absolute judgment, the transactions contemplated by the Merger Agreement or the Borrower’s performance of its obligations hereunder, and no litigation or governmental proceeding has been instituted or threatened against the Borrower or any Financial Institution Subsidiary or any of their officers or

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shareholders which, in the sole discretion of the Initial Lender, may prevent the consummation of the transactions contemplated by the Merger Agreement or adversely affect the financial condition or operations of the Borrower or such Financial Institution Subsidiary;

(f) the Initial Lender shall have received a duly executed Notice of Borrowing in accordance with Section 2.2 hereof;

(g) the Initial Lender shall have received a duly completed and executed Compliance Certificate calculated as of March 31, 2011 (giving pro forma effect to the merger described in clause (c) immediately above, the funding of, and the use of the proceeds of, the Term Loan to be funded on the Closing Date); and

(h) the Initial Lender shall have received such other documents, certificates, information or legal opinions as it may reasonably request, all in form and substance reasonably satisfactory to the Initial Lender.

The delivery by the Borrower of the Notice of Borrowing shall be deemed to constitute a representation and warranty by the Borrower on the date thereof as to the matters specified in paragraphs (a), (b), (c), (d), (e) and (f) of this Section 3.2.

ARTICLE IV. REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to Initial Lender as follows:

Section 4.1. Existence; Power. Each of the Borrower and its Subsidiaries (i) is duly organized and validly existing as a corporation, bank or other entity, as the case may be, under the laws of the jurisdiction of its organization, (ii) has all requisite power and authority to carry on its business as now conducted, and (iii) is duly qualified to do business, and is in good standing, in each jurisdiction where such qualification is required, except where a failure to be so qualified could not reasonably be expected to result in a Material Adverse Effect.

Section 4.2. Organizational Power; Authorization. The Borrowing, and the execution, delivery and performance by the Borrower of each of the Loan Documents are within the Borrower’s corporate powers and have been duly authorized by all necessary corporate, and if required, stockholder, action. This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower will constitute, valid and binding obligations of the Borrower, enforceable against it in accordance with their respective terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.

Section 4.3. Governmental Approvals; No Conflicts. The execution, delivery and performance by the Borrower of this Agreement and the other Loan Documents (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the articles of incorporation or by-

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laws of the Borrower or any order of any Governmental Authority binding upon Borrower, (c) will not violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its Subsidiaries or any of their respective assets or give rise to a right thereunder to require any payment to be made by the Borrower or any such Subsidiary and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Subsidiary. All necessary regulatory approvals have been obtained for the Borrower and its Subsidiaries to conduct their respective businesses.

Section 4.4. Financial Statements. The Borrower has furnished to the Initial Lender (i) the audited consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2010 and the related consolidated statements of income, shareholders’ equity and cash flows for the fiscal year then ended prepared by PricewaterhouseCoopers LLP and (ii) the unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of March 31, 2011, and the related unaudited consolidated statements of income and cash flows for the Fiscal Quarter and year-to-date period then ending, certified by a Responsible Officer, subject to year end audit adjustments and the absence of footnotes. Such financial statements fairly present, in all material respects, the consolidated financial position of the Borrower and its Subsidiaries as of such date and the consolidated results of operations and cash flows for such period in conformity with GAAP consistently applied. Since December 31, 2010, there have been no changes with respect to the Borrower and its Subsidiaries which have had or could reasonably be expected to have, singly or in the aggregate, a Material Adverse Effect. In addition, the Borrower has provided to the Lenders copies of the Call Reports filed by its Financial Institution Subsidiaries for the period ending March 31, 2011, and copies of the FRY-9LP Report and the FRY-9C Report filed by the Borrower for the period ending March 31, 2011. Each of such reports filed by the Borrower or the Financial Institution Subsidiaries with any Governmental Authority is true and correct and is in accordance with the respective books of account and records of the Borrower and the Financial Institution Subsidiaries, and has been prepared in accordance with applicable banking regulations, rules and guidelines on a basis consistent with prior periods, and fairly and accurately presents, in all material respects, the financial condition of the Borrower and the Financial Institution Subsidiaries and their respective assets and liabilities and the results of their respective operations as of such date.

Section 4.5. Litigation Matters and Enforcement Actions. No litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities is pending against, or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect or (ii) which in any manner draws into question the validity or enforceability of this Agreement or any other Loan Document. None of the Borrower, or any of the Financial Institution Subsidiaries, or any of their respective officers or directors, is now operating under any currently effective written restrictions agreed to by the Borrower or any of the Financial Institution Subsidiaries, or agreements, memoranda, or written commitments by the Borrower or any of the Financial Institution Subsidiaries (other than restrictions of general application) imposed or required by any Governmental Authority nor are any such restrictions threatened or agreements, memoranda or commitments being sought by any Governmental Authority.

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Section 4.6. Compliance with Laws and Agreements. The Borrower and each Subsidiary is in compliance with all applicable laws (including without limitation all Environmental Laws and all federal and state banking statutes) and all rules, regulations (including without limitation all applicable federal and state banking regulations) and orders of any Governmental Authority, except where failure to do so could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any of the Financial Institution Subsidiaries is in material default in the performance, observance or fulfillment of any of the terms, obligations, covenants, conditions or provisions contained in any indenture or other agreement creating, evidencing or securing indebtedness of any kind or pursuant to which any such indebtedness is issued, or other agreement or instrument to which the Borrower or any Financial Institution Subsidiary is a party or by which the Borrower or any such Financial Institution Subsidiary or any of their respective properties may be bound or affected.

Section 4.7. Investment Company Act. Neither the Borrower nor any of its Subsidiaries is an “investment company”, as defined in, or subject to regulation under, the Investment Company Act of 1940, as amended.

Section 4.8. Taxes. The Borrower and its Subsidiaries have timely filed or caused to be filed all Federal income tax returns and all other material tax returns that are required to be filed by them, and have paid all taxes shown to be due and payable on such returns or on any assessments made against it or its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental Authority, except (i) to the extent the failure to do so would not have a Material Adverse Effect or (ii) where the same are currently being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as the case may be, has set aside on its books adequate reserves.

Section 4.9. Margin Regulations. None of the proceeds of the Term Loan will be used for “purchasing” or “carrying” any “margin stock” with the respective meanings of each of such terms under Regulation U as now and from time to time hereafter in effect or for any purpose that violates the provisions of Regulation U.

Section 4.10. ERISA. (a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The “benefit obligations” of all Plans did not, as of December 31, 2010, exceed the “fair market value of the assets” of such Plans by more than $5,000,000. No event has occurred since December 31, 2010 that would

cause the “benefit obligations” of all Plans to exceed the “fair market value of the assets” of such Plans by the dollar amount specified in the previous sentence. The terms “benefit obligations” and “fair market value of assets” shall be determined by and with such terms defined in accordance with Statement of Financial Accounting Standards No. 158.

(b) Each Employee Benefit Plan is in compliance in all material respects with the applicable provisions ERISA, the Code and other applicable law. Except with respect to Multiemployer Plans, each Qualified Plan (I) has received a favorable determination from the

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IRS applicable to the Qualified Plan’s current remedial amendment cycle (as described in Revenue Procedure 2007-44 or “2007-44” for short), (II) has timely filed for a favorable determination letter from the IRS during its staggered remedial amendment cycle (as defined in 2007-44) and such application is currently being processed by the IRS, (III) has filed for a determination letter prior to its “GUST remedial amendment period” (as defined in 2007-44) and received such determination letter and the staggered remedial amendment cycle first following the GUST remedial amendment period for such Qualified Plan has not yet expired or (IV) is maintained under a prototype or volume submitter plan and may rely upon a favorable opinion or letter issued by the IRS with respect to such prototype or volume submitter plan. No event has occurred which would cause the loss of the Borrower’s or any ERISA Affiliate’s reliance on the Qualified Plan’s favorable determination letter or opinion or advisory letter.

(c) With respect to any Employee Benefit Plan that is a retiree welfare benefit arrangement, all amounts have been accrued on the Borrower’s financial statements in accordance with Statement of Financial Accounting Standards No. 106.

(d) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) there are no pending or to the best of the Borrower’s knowledge, threatened claims, actions or lawsuits or action by any Governmental Authority, participant or beneficiary with respect to a Employee Benefit Plan; (ii) there are no violations of the fiduciary responsibility rules with respect to any Employee Benefit Plan; and (iii) neither the Borrower nor ERISA Affiliate has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Code, in connection with any Employee Benefit Plan, that would subject the Borrower to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the Code.

Section 4.11. Disclosure. The Borrower has disclosed to the Initial Lender all agreements, instruments, and corporate or other restrictions to which the Borrower or any of its Subsidiaries is subject, and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports (including without limitation all reports that the Borrower is required to file with the Securities and Exchange Commission), financial statements, certificates or other information furnished by or on behalf of the Borrower to the Initial Lender in connection with this Agreement or any other Loan Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light of the circumstances under which they were made, not misleading.

Section 4.12. Subsidiaries. Schedule 4.12 sets forth the name of, the ownership interest of the Borrower in, and the jurisdiction of incorporation of Financial Institution Subsidiary and each other Subsidiary, in each case as of the Closing Date. All of the capital stock of each of the Borrower’s Subsidiaries has been duly authorized and validly issued, and is fully paid and non-assessable. Except as set forth on Schedule 4.12, the Borrower owns all of the issued and outstanding capital stock of each of its Subsidiaries free and clear of any Lien.

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Section 4.13. Dividend Restrictions; Other Restrictions.

(a) No Financial Institution Subsidiary has violated any applicable regulatory restrictions on dividends, and no Governmental Authority has taken any action to restrict the payment of dividends by any Financial Institution Subsidiary.

(b) Neither the Borrower nor any Subsidiary is under investigation by, or is operating under any restrictions (excluding any restrictions on the payment of dividends referenced in subsection (a) above) imposed by or agreed to with, any Governmental Authority, other than routine examinations by such Governmental Authorities.

(c) Except as set forth as an exhibit to the Borrower’s Form 10-K for its fiscal year ended December 31, 2010, or its Quarterly Reports on Form 10-Q for its fiscal quarter ended March 31, 2011, or described therein, neither the Borrower nor any of the Financial Institution Subsidiaries is a party, nor is bound by, any material contract or agreement or instrument, or subject to any charter or other corporate restriction, that is of a type that the Borrower is required to file as an exhibit to its Form 10-K annual reports or otherwise describe therein.

Section 4.14. Capital Measures. (a) The Borrower is “well capitalized”, as determined in accordance with any regulations established by any Governmental Authority having regulatory authority over it and (b) each Financial Institution Subsidiary has been, or are deemed to have been, notified by the appropriate Governmental Authority having regulatory authority over each of them that each of them is “well capitalized”, as determined in accordance with any regulations established by such Governmental Authority.

Section 4.15. FDIC Insurance. The deposits of each Financial Institution Subsidiary that is an “insured depository institution” (within the meaning of § 12 U. S. C. 1831(c)) are insured by the FDIC and no act has occurred that would adversely affect the status of such Financial Institution Subsidiary as an FDIC insured bank.

Section 4.16. Ownership of Property.

(a) Each of the Borrower and its Subsidiaries has good title to, or valid leasehold interests in, all of its real and personal property material to the operation of its business, including all such properties reflected in the most recent audited consolidated balance sheet of the Borrower referred to in Section 4.4 or purported to have been acquired by the Borrower or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens other than those Liens permitted by Section 7.2. All leases that individually or in the aggregate are material to the business or operations of the Borrower and its Subsidiaries are valid and subsisting and are in full force.

(b) Each of the Borrower and its Subsidiaries owns, or is licensed, or otherwise has the right, to use, all patents, trademarks, service marks, trade names, copyrights

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and other intellectual property material to its business, and the use thereof by the Borrower and its Subsidiaries does not infringe in any material respect on the rights of any other Person.

(c) The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies which are not Affiliates of the Borrower, in such amounts with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Borrower or any applicable Subsidiary operates.

Section 4.17. OFAC. Neither the Borrower nor any of its Subsidiaries (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2 or (iii) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

Section 4.18. Patriot Act. Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (ii) the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Obligations will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

Section 4.19. Solvency. After giving effect to the execution and delivery of the Loan Documents and the making of the Term Loan under this Agreement, neither the Borrower nor its Subsidiaries will be “insolvent,” within the meaning of such term as defined in § 101(32) of Title 11 of the United States Code, as amended from time to time, or be unable to pay its debts generally as such debts become due, or have an unreasonably small capital to engage in any business or transaction, whether current or contemplated.

ARTICLE V. AFFIRMATIVE COVENANTS

The Borrower covenants and agrees that so long as any principal of and interest on the Term Loan or any fee or other obligation owing hereunder remains unpaid:

Section 5.1. Financial Statements and Other Information. The Borrower will deliver to the Administrative Agent and each Lender:

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(a) as soon as available and in any event within 90 days after the end of each fiscal year of Borrower, a copy of the annual audited report for such fiscal year for the Borrower and its Subsidiaries, containing (i) a consolidated and consolidating balance sheet and the related consolidated and consolidating statements of income, of changes in shareholders’ equity and of cash flows (together with all footnotes thereto), and (ii) a condensed balance sheet of the Borrower only and the related condensed statements of income and of cash flows, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and reported on by PricewaterhouseCoopers LLP or other independent public accountants of nationally recognized standing (without a “going concern” or like qualification, exception or explanation and without any qualification or exception as to scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations and cash flows on a consolidated and consolidating basis of the Borrower for such fiscal year in accordance with GAAP and that the examination by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; provided, that the requirements set forth in this clause (a), other than the certification of the Borrower’s certified public accountants set forth in clause (ii) above, may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-K for the applicable fiscal year;

(b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, an unaudited balance sheet of the Borrower and its Subsidiaries on a consolidated basis as of the end of such fiscal quarter and the related unaudited statements of income and cash flows of the Borrower and its Subsidiaries on a consolidated basis, each for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of Borrower’s previous fiscal year, all certified by the chief financial officer or treasurer of the Borrower as presenting fairly in all material respects the financial condition and results of operations of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided, that the requirements set forth in this clause (b) with respect to the financial information of the Borrower and its Subsidiaries on a consolidated and consolidating basis may be fulfilled by providing to the Administrative Agent and the Lenders the report of the Borrower to the SEC on Form 10-Q for the applicable fiscal quarter;

(c) concurrently with the delivery of the financial statements referred to in clauses (a) and (b) above, a Compliance Certificate, (i) certifying as to whether there exists a Default or Event of Default on the date of such certificate, and if a Default or an Event of Default then exists, specifying the details thereof and the action which the Borrower has taken or proposes to take with respect thereto, and (ii) setting forth in reasonable detail calculations demonstrating compliance with Article VI;

(d) concurrently with the delivery of the financial statements referred to in clauses (a) and (b) above, duly executed copies of the Borrower’s then-current FR Y-9C Report and FR Y-9LP Report and a duly executed copy of the then-current Call Report for each Financial Institution Subsidiary;

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(e) as soon as available and in any event within 60 days after the first day of each fiscal year of the Borrower, a budget prepared on a consolidated and quarterly basis in reasonable detail (including budgeted income statements, statements of cash flow and balance sheets and the principal assumptions upon which such budgets are based) prepared by the Borrower for such fiscal year in form and content reasonably acceptable to the Administrative Agent;

(f) promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed with the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all functions of said Commission, or with any national securities exchange, or distributed by the Borrower to its shareholders generally, as the case may be (to the extent not otherwise required to be delivered to the Administrative Agent or the Lenders hereunder);

(g) promptly after receiving knowledge thereof, written notice of all material charges, material assessments, actions, suits and proceedings (as well as notice of the outcome of any such charges, assessments, orders, actions, suits and proceedings) that are proposed or initiated by, or brought before, any court or Governmental Authority, in connection with the Borrower or any of the Financial Institution Subsidiaries, other than ordinary course of business litigation or proceedings which, if adversely decided, could not reasonably be expected to have a Material Adverse Effect; and

(h) promptly following any request therefor, such other information regarding the results of operations, business affairs and financial condition of the Borrower or any Subsidiary, as the Administrative Agent or any Lender may reasonably request.

Documents required to be delivered pursuant to Section 5.1(a) or (b) or Section 5.1(f) (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents or provides a link thereto on the Borrower’s website on the internet at the website address set forth in Section 10.1 or (ii) on which such documents are posted on the Borrower’s behalf on an internet or intranet website, if any, to which the Administrative Agent and each Lender have access; provided, that (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender if so requested until a written notice is received by the Borrower from the Administrative Agent or such Lender to cease delivering paper copies and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent and each Lender by electronic mail electronic versions (i.e. soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower shall be required to provide paper copies of all Compliance Certificates.

Section 5.2. Notices of Material Events. The Borrower will furnish to the Administrative Agent and each Lender prompt written notice of the following:

(a) the occurrence of any Default or Event of Default;

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(b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Borrower, affecting the Borrower or any Subsidiary which, if adversely determined, could reasonably be expected to result in a Material Adverse Effect;

(c) the occurrence of any ERISA Event that alone, or together with any other ERISA Events that have occurred, could reasonably be expected to result in liability of the Borrower or its Subsidiaries in an aggregate amount exceeding $2,500,000;

(d) any material investigation of the Borrower or any Subsidiary by any Governmental Authority having regulatory authority over the Borrower or any such Subsidiary (other than routine examinations of the Borrower and/or any such Subsidiary) to the extent that such Governmental Authority has consented to the giving of such notice (if the consent of such Governmental Authority is required for the Borrower to give such notice);

(e) the issuance of any cease and desist order (whether written or oral), written agreement, cancellation of insurance or other public or enforcement action by the FDIC or other Governmental Authority having regulatory authority over the Borrower or any Subsidiary;

(f) the issuance of any material informal enforcement action, including, without limitation, a memorandum of understanding or proposed disciplinary action by or from any Governmental Authority having regulatory authority over the Borrower or any Subsidiary, to the extent that the Borrower or any such Subsidiary is permitted to disclose such information (provided that the Borrower shall take all reasonable efforts to obtain any necessary regulatory consents); and

(g) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

Each notice delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 5.3. Existence; Conduct of Business. The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and maintain in full force and effect its legal existence and its respective rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business and will continue to engage in the same business as presently conducted or such other businesses that are reasonably related thereto; provided, that nothing in this Section shall prohibit any merger, consolidation, liquidation or dissolution permitted under Section 7.3.

Section 5.4. Compliance with Laws, Etc. The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and requirements of any Governmental Authority (including without limitation all federal and state banking statutes and

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regulations) applicable to its assets, except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Section 5.5. Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations and liabilities (including without limitation all tax liabilities and all claims that could result in a statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.

Section 5.6. Books and Records. The Borrower will, and will cause each of its Subsidiaries to, keep proper books of record and account in which full, true and correct entries shall be made of all dealings and transactions in relation to its business and activities to the extent necessary to prepare the consolidated and consolidating financial statements of Borrower in conformity with GAAP.

Section 5.7. Visitation, Inspection, Etc. The Borrower will, and will cause each of its Subsidiaries to, permit any representative of the Administrative Agent and of each Lender to, subject to Section 10.11, visit and inspect its properties, to examine its books and records and to make copies and take extracts therefrom, and to discuss its affairs, finances and accounts with any of its officers and with its independent certified public accountants, all at such reasonable times and as often as the Administrative Agent or such Lender may reasonably request after reasonable prior notice to the Borrower and at the Borrower’s expense.

Section 5.8. Maintenance of Properties; Insurance.

(a) The Borrower will, and will cause each of its Subsidiaries to, (i) keep and maintain all property material to the conduct of its business in good working order and condition, except for ordinary wear and tear and except where the failure to do so, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect and (ii) maintain with financially sound and reputable insurance companies, insurance with respect to its properties and business, and the properties and business of its Subsidiaries, against loss or damage of the kinds customarily insured against by companies in the same or similar businesses operating in the same or similar locations.

(b) The deposits of each Financial Institution Subsidiary will at all times be insured by the Federal Deposit Insurance Corporation (“FDIC”).

Section 5.9. Use of Proceeds. The Borrower will use the proceeds of the Term Loan to finance, in part, the cost of acquiring Whitney’s TARP preferred stock and warrants held by the U.S. Treasury. No part of the proceeds of the Term Loan will be used, whether directly or indirectly, for any purpose that would violate any rule or regulation of the FRB, including Regulation T, U or X.

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Section 5.10. Further Assurances. The Borrower agrees, upon request of the Administrative Agent, to execute and deliver or cause to be executed and delivered such further instruments, documents and certificates, and to and cause to be done such further acts that may be reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to carry out more effectively the provisions and purposes of this Agreement and the other Loan Documents.

ARTICLE VI. FINANCIAL COVENANTS

The Borrower covenants and agrees that so long as any principal of and interest on the Term Loan or any fee or other obligation owing hereunder remains unpaid:

Section 6.1. Consolidated Net Worth. The Borrower will not permit its Consolidated Net Worth as at June 30, 2011 to be less than $2,100,000,000. Further, the Borrower will not permit its Consolidated Net Worth at any time after June 30, 2011 (measured at the end of each Fiscal Quarter after June 30, 2011) to be less than (i) $2,100,000,000 plus (ii) 50% of Consolidated Net Income earned on a cumulative basis for each Fiscal Quarter commencing with the Fiscal Quarter ending September 30, 2011; provided, that if Consolidated Net Income is negative in any Fiscal Quarter, the amount added for such Fiscal Quarter shall be zero and such negative Consolidated Net Income shall not reduce the amount of Consolidated Net Income added from any Fiscal Quarter in such period; plus (iii) 100% of the amount by which the Borrower’s “total stockholders’ equity” (as set forth in the Borrower’s consolidated balance sheet most recently delivered pursuant to Section 5.1(a) or Section 5.1(b), as applicable) is increased after the Closing Date as a result of (A) any public or private offering of capital stock of the Borrower, (B) the issuance of capital stock of the Borrower in any merger transaction or in payment of any purchase price (deferred or otherwise) in any acquisition or (C) the conversion of debt securities of the Borrower to capital stock of the Borrower, but in any event excluding the issuance of capital stock of the Borrower under stock options, stock grants and other compensation plans of the Borrower and/or its Subsidiaries.

Section 6.2. Ratio of Nonperforming Assets to Total Loans and OREO. The Borrower on a consolidated basis will not permit (a) at the end of each Fiscal Quarter through and including June 30, 2012, Nonperforming Assets to be greater than 4.00% of the sum of Total Loans and Other Real Estate Owned and (b) at the end of each Fiscal Quarter after June 30, 2012, Nonperforming Assets to be greater than 3.50% of the sum of Total Loans and Other Real Estate Owned. For purposes of determining compliance with this Section, the defined terms used in this Section shall exclude, without duplication, assets that are covered under loss-sharing or risk-sharing agreements with the FDIC.

Section 6.3. Regulatory Capital.

(a) The Borrower will be “well-capitalized” for all applicable state and federal regulatory purposes at all times, and the Borrower (i) will have a Total Risk-based Capital Ratio of 11.50% or greater, a Tier 1 Risk-based Capital Ratio of 9.50% or greater, and a Leverage Ratio of 7.00% or greater (each as defined by applicable federal and state regulations or orders), and will not be subject to any written agreement, order, capital directive or prompt

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corrective action directive by any Governmental Authority having regulatory authority over the Borrower or (ii) if required by any Governmental Authority having regulatory authority over the Borrower in order to remain “well capitalized” and in compliance with all applicable regulatory requirements, will have such higher amounts of Total Risk-based Capital and Tier 1 Risk-based Capital and/or such greater Leverage Ratio as specified by such Governmental Authority.

(b) Each Financial Institution Subsidiary of the Borrower will be “well capitalized” for all applicable state and federal regulatory purposes at all times, and such Financial Institution Subsidiary (i) will have a Total Risk-based Capital Ratio of 11.50% or greater, a Tier 1 Risk-based Capital Ratio of 9.50% or greater, and a Leverage Ratio of 7.00% or greater (each as defined by applicable federal and state regulations or orders) and not be subject to any written agreement, order, capital directive or prompt corrective action directive by any Governmental Authority having regulatory authority over such Financial Institution Subsidiary or (ii) if required by any Governmental Authority having regulatory authority over such Financial Institution Subsidiary in order to remain “well capitalized” and in compliance with all applicable regulatory requirements, will have such higher amounts of Total Risk-based Capital and Tier 1 Risk-based Capital and/or such greater Leverage Ratio as specified by such Governmental Authority.

(c) Notwithstanding the foregoing, if at any time any such Governmental Authority changes the definition of “well capitalized” either by amending such ratios or otherwise, such amended definition, and any such amended or new ratios, shall automatically, and in lieu of the existing definitions and ratios set forth in this Section, be incorporated by reference into this Agreement as the minimum standard for the Borrower or any Financial Institution Subsidiary, as the case may be, on and as of the date that any such amendment becomes effective by applicable statute, regulation, order or otherwise.

ARTICLE VII. NEGATIVE COVENANTS

The Borrower covenants and agrees that so long as any principal of and interest on the Term Loan or any fee or other obligation owing hereunder remains unpaid:

Section 7.1. Indebtedness. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except:

(a) Indebtedness of the Borrower created pursuant to the Loan Documents;

(b) Indebtedness existing on the date hereof and set forth on Schedule 7.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof;

(c) Permitted Financial Institution Subsidiary Indebtedness;

(d) Indebtedness constituting obligations of the Borrower and any Financial Institution Subsidiary under debentures, indentures, trust agreements and guarantees in

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connection with the issuance by such Persons of trust preferred securities and other types of hybrid securities (but only to the extent that the Governmental Authority having regulatory authority over the Borrower permits the inclusion of such securities in the calculation of its Total Risk-based Capital Ratio or its Tier I Risk-based Capital Ratio under Section 6.3); provided, that aggregate amount outstanding at any time under this clause (d) shall not to exceed $5,000,000;

(e) (i) Indebtedness owed by the Borrower or any “affiliate” of the Borrower (as defined in Regulation W of the FRB and sections 23A and 23B of the Federal Reserve Act) to any Financial Institution Subsidiary not in violation of Regulation W of the FRB (as amended, supplemented or otherwise modified), or (ii) Indebtedness owed by any Subsidiary to the Borrower or (iii) Indebtedness owed by the Borrower or any Subsidiary to a Subsidiary other than a Financial Institution Subsidiary;

(f) Indebtedness constituting capital leases of any real property and improvements thereon that are owned by the Borrower or any Subsidiary and that have been sold by the Borrower or such Subsidiary to a third person and have been leased back from such Person;

(g) Any other Indebtedness that is subordinated to the Indebtedness under this Agreement on the following terms: (i) no part of the principal of such Indebtedness is stated to be payable or is required to be paid (whether by way of mandatory sinking fund, mandatory redemption, mandatory prepayment or otherwise) prior to the date that is 6 months following the Maturity Date and the payment of principal of which and any other obligations of the Borrower with respect thereof (other than interest subject to clause (g)(ii) below) are subordinated to the prior payment in full of principal and interest (including post-petition interest) and all other obligations and amounts of the Borrower to the Lenders hereunder on terms and conditions first approved in writing by the Required Lenders, (ii) no part of the interest accruing on such Indebtedness is payable, without the prior written consent of the Required Lenders, after a Default or Event of Default has occurred and is continuing, and (iii) such Indebtedness otherwise contains terms, covenants and conditions in form and substance reasonably satisfactory to the Required Lenders as evidenced by its prior written approval thereof;

(h) other unsecured Indebtedness of the Borrower and its Subsidiaries in an aggregate amount outstanding at any time not to exceed $5,000,000; and

(i) Purchase money indebtedness and capitalized lease obligations secured by Liens permitted under this Agreement in an aggregate amount outstanding at any time not to exceed $5,000,000.

Section 7.2. Negative Pledge. The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Lien on any of its assets or property now owned or hereafter acquired (including without limitation in the case of the Borrower, the capital stock of any Financial Institution Subsidiary), except:

(a) Liens (if any) created in favor of the Administrative Agent for the benefit of the Lenders;

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(b) Permitted Encumbrances;

(c) Liens granted to secure any Indebtedness expressly permitted pursuant to Section 7.1(c), and Section 7.1(f) (as long as such Lien shall extend only to the real property and improvements subject to such capital leases);

(d) Liens on property of the Borrower or any of its Subsidiaries created solely for the purpose of securing Indebtedness expressly permitted by Section 7.1(i), representing or incurred to finance, refinance or refund the purchase price of property, provided that no such Lien shall extend to or encumber other property of the Borrower or such Subsidiary other than the respective property so acquired, and the principal amount of Indebtedness secured thereby shall at no time exceed the original purchase price of such property; and

(e) extensions, renewals, or replacements of any Lien referred to in paragraphs (a), (b), (c) and (d) of this Section.

Notwithstanding anything herein or otherwise to the contrary, the Borrower shall not grant any Lien, or otherwise permit any Lien to exist, on the capital stock of any Financial Institution Subsidiary (other than Liens in favor of the Administrative Agent for the benefit of the Lenders).

Section 7.3. Fundamental Changes.

(a) The Borrower will not, and will not permit any Subsidiary to, (i) merge into or consolidate into any other Person, or permit any other Person to merge into or consolidate with it, or (ii) sell, lease, transfer or otherwise dispose of (in a single transaction or a series of transactions) all or a material portion of its assets (other than in the ordinary course of business) or all or substantially all of the stock of any of its Subsidiaries or (iii) liquidate or dissolve; provided, that if at the time thereof and immediately after giving effect thereto on a pro forma basis, no Default or Event of Default shall have occurred, (A) the Borrower or any Subsidiary may merge with a Person, provided that (1) if the Borrower is a party to such merger, the Borrower shall be the surviving Person, (2) if a Subsidiary is a party to such merger, such Subsidiary shall be the surviving Person (if two Subsidiaries are party to such merger, one of those Subsidiaries shall be the surviving Person) and (3) such merger shall not constitute a Change in Control of the Borrower, (B) any Subsidiary may sell, lease, transfer or dispose of its assets to the Borrower or another Subsidiary, (C) any Financial Institution Subsidiary may sell loans, investments, or other similar assets in the ordinary course of its business, provided, that such sale or series of sales do not constitute a sale of all or substantially all of such Financial Institution Subsidiary’s assets (D) the Borrower and any Subsidiary may sell any (i) real property and improvements thereon that are owned (in whole or in part) by the Borrower or such Subsidiary and that are subsequently leased back by the Borrower or such Subsidiary and (ii) Other Real Estate Owned.

(b) The Borrower will not dispose of any stock or other equity interest in any of its Financial Institution Subsidiaries, whether by sale, assignment, lease or otherwise, without the prior written consent of Required Lenders; provided, however, that, if at the time thereof and

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immediately after giving effect thereto, on a pro forma basis, no Default or Event of Default shall exist or shall have occurred, the Borrower shall be permitted to allow Financial Institution Subsidiaries to be merged into or consolidated with any other Financial Institution Subsidiary.

(c) The Borrower will not, and will not permit any of its Subsidiaries to, engage to any material extent in any business other than businesses of the type conducted by the Borrower and its Subsidiaries on the date hereof and businesses reasonably related thereto and any types of businesses that are expressly permitted by any Governmental Authority having jurisdiction over the Borrower and/or any Financial Institutions Subsidiary.

Section 7.4. Restricted Payments. The Borrower will not, and will not permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend on any class of its stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance, prepayment or other acquisition of, any shares of capital stock or Indebtedness subordinated to the Obligations of the Borrower or any options, warrants, or other rights to purchase such capital stock or such Indebtedness, whether now or hereafter outstanding (each a “Restricted Payment”); provided, however, that the Borrower and its Subsidiaries may make and agree to make Restricted Payments so long as no Default or Event of Default then exists or would result (on a pro forma basis) from the making of such Restricted Payment; provided, further, however, that any Subsidiary may make Restricted Payments to the Borrower at any time.

Section 7.5. Restrictive Agreements. The Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into, incur or permit to exist any agreement that prohibits, restricts or imposes any condition upon (a) the ability of the Borrower or any Subsidiary to create, incur or permit any Lien upon any of

its assets or properties, whether now owned or hereafter acquired, or (b) the ability of any Subsidiary to pay dividends or other distributions with respect to its common stock, to make or repay loans or advances to the Borrower or any other Subsidiary, to guarantee Indebtedness of the Borrower or any other Subsidiary or to transfer any of its property or assets to the Borrower or any Subsidiary of the Borrower; provided, that (i) the foregoing shall not apply to restrictions or conditions imposed by law or by this Agreement or any other Loan Document, (ii) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is sold and such sale is permitted hereunder, and (iii) clause (a) shall not apply to customary provisions in leases restricting the assignment thereof.

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Section 7.6. Investments, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any merger with any Person that was not a wholly-owned Subsidiary prior to such merger), any capital stock, Indebtedness or other securities (including any option, warrant, or other right to acquire any of the foregoing) of, make or permit to exist any loans or advances to, Guarantee any obligations of, or make or permit to exist any investment or any other interest in, any other Person, or purchase or otherwise acquire (in one transaction or a series of transactions) all or substantially all of the assets of a Person, or of any business or division of any Person (all of the foregoing being collectively called “Investments”), except:

(a) Investments existing on the date hereof (including Investments in Subsidiaries) that have been disclosed to the Lenders and/or that are set forth on the most current financial statements that have been delivered to the Lenders;

(b) Investments purchased in the ordinary course of business by any Financial Institution Subsidiary;

(c) Investments made by the Borrower in or to any Subsidiary and by any Subsidiary in or to the Borrower or in or to another Subsidiary;

(d) Investments made for the purpose of making or consummating an Acquisition; provided, that (i) no Default or Event of Default shall have occurred or would result (on a pro forma basis) from the making or consummation of such Acquisition, (ii) such Acquisitions are undertaken in accordance with all applicable laws, and (iii) the prior written consent or approval of such Acquisition of the board of directors or equivalent governing body of the Person being acquired has been obtained; provided, further, that in the case of any Investment by the Borrower or any Subsidiary in which the Borrower or such Subsidiary acquires, directly or indirectly, fifty percent (50%) or more of the voting stock any Person that is a regulated financial institution, such acquired Person shall become a Financial Institution Subsidiary for purposes of this Agreement;

(e) Guarantees of the Borrower of any Indebtedness expressly permitted under Section 7.1(d); and

(f) Other Investments made in the ordinary course of business and in accordance with applicable laws and regulations and safe and sound business practices.

Section 7.7. Transactions with Affiliates. The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of business at prices and on terms and conditions not less favorable to the Borrower or such Subsidiary than could be obtained on an arm’s-length basis from unrelated third parties, (b) transactions between or among the Borrower and any Subsidiary not involving any other Affiliates and (c) any Restricted Payment expressly permitted by Section 7.4.

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Section 7.8. Hedging Transactions. The Borrower will not, and will not permit any of the Subsidiaries to, enter into any Hedging Transaction, other than Hedging Transactions entered into in the ordinary course of business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the management of its liabilities. Solely for the avoidance of doubt, the Borrower acknowledges that a Hedging Transaction entered into for speculative purposes or of a speculative nature (which shall be deemed to include any Hedging Transaction under which the Borrower or any of the Subsidiaries is or may become obliged to make any payment (i) in connection with the purchase by any third party of any Capital Stock or any Indebtedness or (ii) as a result of changes in the market value of any Capital Stock or any Indebtedness) is not a Hedging Transaction entered into in the ordinary course of business to hedge or mitigate risks.

Section 7.9. Unsafe and Unsound Practices. The Borrower will not, and will not permit any of its Subsidiaries to, engage in any unsafe or unsound business practice that could reasonably be expected to have a Material Adverse Effect.

Section 7.10. Most Favored Lender Status. The Borrower will not, and will not permit any of its Subsidiaries to, enter into, amend or modify documents evidencing or governing Indebtedness to which the Borrower or its Subsidiaries are bound, that contain, or are amended and modified to contain, one or more Additional Covenants or Additional Defaults, unless in each case the Borrower or such Subsidiary contemporaneously executes an amendment to this Agreement, in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, to include such Additional Covenants or Additional Defaults herein; provided, that to the extent that the Borrower or any Subsidiary shall enter into, assume or otherwise become bound by or obligated under such amendment or agreement containing one or more Additional Covenants or Additional Defaults without amending this Agreement to include such Additional Covenants or Additional Defaults, the terms of this Agreement shall nonetheless, without any further action on the part of the Borrower or any Subsidiary, be deemed or amended automatically to include each Additional Covenant and each Additional Default contained in such amendment or agreement.

ARTICLE VIII. EVENTS OF DEFAULT

Section 8.1. Events of Default. If any of the following events (each an “Event of Default”) shall occur:

(a) the Borrower shall fail to pay any principal of the Term Loan when and as the same shall become due and payable, whether at the due date thereof or otherwise; or

(b) the Borrower shall fail to pay any interest on the Term Loan or any fee or any other Obligation (other than an amount payable under clause (a) of this Article), when and as the same shall become due and payable and such failure shall continue unremedied for a period of three (3) days; or

(c) any representation or warranty made or deemed made by or on behalf of the Borrower or any Subsidiary in or in connection with this Agreement or any other Loan

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Document (including the Schedules attached thereto) and any amendments or modifications hereof or waivers hereunder, or in any certificate, report, financial statement or other document submitted to the Administrative Agent or the Lenders by the Borrower or any representative of the Borrower pursuant to or in connection with this Agreement or any other Loan Document shall prove to be incorrect in any material respect when made or deemed made or submitted; or

(d) the Borrower shall fail to observe or perform any covenant or agreement contained in Section 5.1, Section 5.2, Section 5.3 (with respect to the Borrower’s existence), Section 5.7, Section 5.9 or Article VI or Article VII; or

(e) the Borrower shall fail to observe or perform any covenant or agreement contained (i) in this Agreement (other than those referred to in clauses (a), (b) and (d) above), and such failure shall remain unremedied for 30 days after the earlier of (x) any officer of the Borrower becomes aware of such failure, or (y) notice thereof shall have been given to the Borrower by the Administrative Agent or the Required Lenders or (ii) in any other Loan Document (after taking into consideration any applicable grace periods); or

(f) the Borrower or any Subsidiary (whether as primary obligor or as guarantor or other surety) shall fail to pay any Indebtedness (other than under this Agreement or the Term Note) owed to any Lender or to any other Person, in each case, in an amount greater than $5,000,000 that is outstanding, when and as the same shall become due and payable (whether at scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument evidencing such Indebtedness; or any other event shall occur or condition shall exist under any agreement or instrument relating to such Indebtedness and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such event or condition is to accelerate, or permit the acceleration of, the maturity of such Indebtedness (without regard to whether such holders or other Person shall have exercised or waived their right to do so); or any such Indebtedness shall be declared to be due and payable; or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or any offer to prepay, redeem, purchase or defease such Indebtedness shall be required to be made, in each case prior to the stated maturity thereof (and for purposes of determining the amount of attributed Indebtedness under this clause (f) from Hedging Obligations, the “principal amount” of any Hedging Obligations at any time shall be the Net Mark-to-Market Exposure of such Hedging Obligations); or

(g) the Borrower or any Subsidiary shall (i) commence a voluntary case or other proceeding or file any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a custodian, trustee, receiver, liquidator or other similar official of it or any substantial part of its property, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (i) of this Section, (iii) apply for or consent to the appointment of a custodian, trustee, receiver, liquidator or other similar official for the Borrower or any such Subsidiary or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such

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proceeding, (v) make a general assignment for the benefit of creditors, or (vi) take any action for the purpose of effecting any of the foregoing; or

(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation, reorganization or other relief in respect of the Borrower or any Subsidiary or its debts, or any substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency or other similar law now or hereafter in effect or (ii) the appointment of a custodian, trustee, receiver, liquidator or other similar official for the Borrower or any Subsidiary or for a substantial part of its assets, and in any such case, such proceeding or petition shall remain undismissed for a period of 60 days or an order or decree approving or ordering any of the foregoing shall be entered; or

(i) without duplication of clause (f) of this Section 8.1, the Borrower or any Subsidiary shall become unable to pay, shall admit in writing its inability to pay, or shall fail to pay, its debts as they become due; or

(j) an ERISA Event shall have occurred that, in the opinion of the Required Lenders, when taken together with other ERISA Events that have occurred, could reasonably be expected to result in liability to the Borrower and the Subsidiaries in an aggregate amount exceeding $5,000,000; or

(k) any judgment or order for the payment of money in excess of $5,000,000 in the aggregate not covered by insurance and for which the applicable insurer shall have acknowledged in writing that such claim or payment is insured shall be rendered against the Borrower or any Subsidiary, and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(l) any non-monetary judgment or order shall be rendered against the Borrower or any Subsidiary that could reasonably be expected to have a Material Adverse Effect, and there shall be a period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(m) a Change in Control shall occur; or

(n) any Governmental Authority having regulatory authority over the Borrower or any Subsidiary shall take any action that restricts, or has the practical effect of restricting, the payment of dividends from any such Subsidiary to the Borrower or the payment of any debt owing by a Subsidiary to the Borrower; or

(o) any Financial Institution Subsidiary shall cease for any reason (other than as a result of being merged into another Financial Institution Subsidiary) to be an insured bank under the Federal Deposit Insurance Act, as amended; or

(p) the FRB, the FDIC or any other Governmental Authority charged with the

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regulation of bank holding companies or depository institutions: (i) issues (whether orally or in writing) to the Borrower or any Financial Institution Subsidiary, or initiates through formal proceedings any action, suit or proceeding to obtain against, impose on or require from the Borrower or any Financial Institution Subsidiary, a cease and desist order or similar regulatory order, the assessment of civil monetary penalties, articles of agreement, a memorandum of understanding, a capital directive, a capital restoration plan, restrictions that prevent or as a practical matter impair the payment of dividends by any Financial Institution Subsidiary or the payments of any debt by the Borrower, restrictions that make the payment of the dividends by any Financial Institution Subsidiary or the payment of debt by the Borrower subject to prior regulatory approval, a notice or finding under subsection 8(a) of the Federal Deposit Insurance Act, as amended, or any similar enforcement action, measure or proceeding; or (ii) proposes or issues (whether orally or in writing) to any executive officer or director of the Borrower or any Financial Institution Subsidiary, or initiates any action, suit or proceeding to obtain against, impose on or require from any such officer or director, a cease and desist order or similar regulatory order, a removal order or suspension order, or the assessment of civil monetary penalties, unless any such orders or penalties would not reasonably be expected to have a Material Adverse Effect; or

(q) there shall occur with respect to any Financial Institution Subsidiary any event that is grounds for the required submission of a capital restoration plan under 12 U. S. C. §1831o (e)(2) and the regulations thereunder, or a conservator or receiver is appointed for any Financial Institution Subsidiary; or

(r) any order or decree is entered by any court of competent jurisdiction directly or indirectly enjoining or prohibiting the Administrative Agent, any Lender or the Borrower from performing any of their respective obligations under this Agreement or under any of the other Loan Documents and such order or decree is not vacated, and the proceedings out of which such order or decree arose are not dismissed, within 60 days after the granting of such decree or order; or

(s) the Borrower or any Financial Institution Subsidiary shall enter into a written agreement with any Governmental Authority having regulatory authority over such Person for any reason which could reasonably be expected to have a Material Adverse Effect; or

(t) the filing of formal charges by any Governmental Authority or quasi-governmental entity, including, without limitation, the issuance of an indictment under a RICO Related Law against Borrower or any Subsidiary of Borrower; or

(u) Whitney shall have failed for any reason to be merged into the Borrower by June 4, 2011 in accordance with the terms of the Merger Agreement;

then, and in every such event (other than an event with respect to the Borrower or any Subsidiary described in clause (g) or (h) of this Section) and at any time thereafter during the continuance of such event, the Administrative Agent may, and upon the written request of the Required Lenders shall, by notice to the Borrower, take any or all of the following actions, at the same or different times: (i) declare the principal of and any accrued interest on the Term Loan, and all other

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Obligations owing hereunder, to be, whereupon the same shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower and (ii) exercise all remedies contained in any other Loan Document; and that, if an Event of Default specified in either clause (g) or (h) shall occur, the principal of the Term Loan then outstanding, together with accrued interest thereon, and all fees, and all other Obligations shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.

ARTICLE IX. THE ADMINISTRATIVE AGENT

Section 9.1. Appointment of Administrative Agent. Each Lender irrevocably appoints SunTrust Bank as the Administrative Agent and authorizes it to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent under this Agreement and the other Loan Documents, together with all such actions and powers that are reasonably incidental thereto. The Administrative Agent may perform any of its duties hereunder by or through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers through any Affiliate. The exculpatory provisions set forth in this Article shall apply to any such sub-agent and any Affiliate of the Administrative Agent and any such sub-agent and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein as well as activities as Administrative Agent.

Section 9.2. Nature of Duties of Administrative Agent. The Administrative Agent shall not have any duties or obligations except those expressly set forth in this Agreement and the other Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default or an Event of Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except those discretionary rights and powers expressly contemplated by the Loan Documents that the Administrative Agent is required to exercise in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2), and (c) except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Borrower or any of its Subsidiaries that is communicated to or obtained by the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for any action taken or not taken by it with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary under the circumstances as provided in Section 10.2) or in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall not be deemed to have knowledge of any Default or Event of Default unless and until written notice thereof is given to the Administrative Agent by the Borrower or any Lender, and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with any Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements, or other terms and conditions set forth in any Loan Document, (iv) the validity,

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enforceability, effectiveness or genuineness of any Loan Document or any other agreement, instrument or document, or (v) the satisfaction of any condition set forth in Article III or elsewhere in any Loan Document, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 9.3. Lack of Reliance on the Administrative Agent. Each of the Lenders acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each of the Lenders also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, continue to make its own decisions in taking or not taking of any action under or based on this Agreement, any related agreement or any document furnished hereunder or thereunder.

Section 9.4. Certain Rights of the Administrative Agent. If the Administrative Agent shall request instructions from the Required Lenders with respect to any action or actions (including the failure to act) in connection with this Agreement, the Administrative Agent shall be entitled to refrain from such act or taking such act, unless and until it shall have received instructions from such Lenders; and the Administrative Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Administrative Agent as a result of the Administrative Agent acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders where required by the terms of this Agreement.

Section 9.5. Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing believed by it to be genuine and to have been signed, sent or made by the proper Person. The Administrative Agent may also rely upon any statement made to it orally or by telephone and believed by it to be made by the proper Person and shall not incur any liability for relying thereon. The Administrative Agent may consult with legal counsel (including counsel for the Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or not taken by it in accordance with the advice of such counsel, accountants or experts.

Section 9.6. The Administrative Agent in its Individual Capacity. The bank serving as the Administrative Agent shall have the same rights and powers under this Agreement and any other Loan Document in its capacity as a Lender as any other Lender and may exercise or refrain from exercising the same as though it were not the Administrative Agent; and the terms “Lenders”, “Required Lenders”, “holders of Notes”, or any similar terms shall, unless the context clearly otherwise indicates, include the Administrative Agent in its individual capacity. The bank acting as the Administrative Agent and its Affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if it were not the Administrative Agent hereunder.

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Section 9.7. Successor Administrative Agent.

(a) The Administrative Agent may resign at any time by giving 30 days prior written notice thereof to the Lenders and the Borrower. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent, subject to the approval by the Borrower provided that no Default or Event of Default shall exist at such time. If no successor Administrative Agent shall have been so appointed, and shall have accepted such appointment within 30 days after the retiring Administrative Agent gives notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a commercial bank organized under the laws of the United States of America or any state thereof or a bank which maintains an office in the United States.

(b) Upon the acceptance of its appointment as the Administrative Agent hereunder by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and the other Loan Documents. If within 30 days after written notice is given of the retiring Administrative Agent’s resignation under this Section 9.7 no successor Administrative Agent shall have been appointed and shall have accepted such appointment, then on such 30^th day (i) the retiring Administrative Agent’s resignation shall become effective, (ii) the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Administrative Agent under the Loan Documents until such time as the Required Lenders appoint a successor Administrative Agent as provided above. After any retiring Administrative Agent’s resignation hereunder, the provisions of this Article IX shall continue in effect for the benefit of such retiring Administrative Agent and its representatives and agents in respect of any actions taken or not taken by any of them while it was serving as the Administrative Agent.

ARTICLE X. MISCELLANEOUS

Section 10.1. Notices.

(a) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications to any party herein to be effective shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:

To the Borrower:	Hancock Holding Company
	One Hancock Plaza
	Gulfport, MS 39502
	Attn: Chief Financial Officer
	Telephone Number:    (228) 868-4725
	Fax Number:               (228) 868-4627
To the Administrative Agent: SunTrust Bank

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	Agency Services
	303 Peachtree Street,  25th Floor
	Atlanta, Georgia 30308
	Attn: Doug Weltz
	Telephone Number:      (404) 813-5156
	Fax Number:                 (404) 221-2001
	with a copy to
	SunTrust Bank
	303 Peachtree Street, 25th Floor
	Atlanta, Georgia 30308
	Attn: K. Scott Bazemore
	Telephone Number:      (404) 230-5850
	Fax Number:                 (404) 581-1775
To a Lender:	To such Lender’s address or telecopy number, as applicable, as set forth on such Lender’s signature page hereto

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third Business Day after the date deposited into the mails or if delivered, upon delivery; provided, that notices delivered to the Administrative Agent shall not be effective until actually received by the Administrative Agent at its address specified in this Section 10.1.

(b) Any agreement of the Administrative Agent and the Lenders herein to receive certain notices by telephone or facsimile is solely for the convenience and at the request of the Borrower. The Administrative Agent and the Lenders shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrower to give such notice, and the Administrative Agent shall not have any liability to the Borrower or other Person on account of any action taken or not taken by the Administrative Agent or the Lenders in reliance upon such telephonic or facsimile notice. The obligation of the Borrower to repay the Term Loan and all other Obligations hereunder shall not be affected in any way or to any extent by any failure of the Administrative Agent or the Lenders to receive written confirmation of any telephonic or facsimile notice or the receipt by the Administrative Agent or the Lenders of a confirmation which is at variance with the terms understood by the Administrative Agent or the Lenders to be contained in any such telephonic or facsimile notice.

Section 10.2. Waiver; Amendments.

(a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder or any other Loan Document, and no course of dealing

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between the Borrower and the Administrative Agent or any Lender, shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power hereunder or thereunder. The rights and remedies of the Administrative Agent and the Lenders hereunder and under the other Loan Documents are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision of this Agreement or any other Loan Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Without limiting the generality of the foregoing, the making of the Term Loan shall not be construed as a waiver of any Default or Event of Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default or Event of Default at the time.

(b) No amendment or waiver of any provision of this Agreement or the other Loan Documents, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Required Lenders, or the Borrower and the Administrative Agent with the consent of the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, that no amendment or waiver shall: (i) reduce the principal amount of the Term Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender affected thereby, (ii) extend the Maturity Date or otherwise postpone the date fixed for any payment of any principal of, or interest on, the Term Loan or interest thereon or any fees hereunder or reduce the amount of, waive, forgive or excuse any such payment, without the written consent of each Lender affected thereby, (iii) change Section 2.15(b) or Section 2.15(c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (iv) change any of the provisions of this Section 10.2 or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders which are required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the consent of each Lender; or (v) release any guarantor, if any, or limit the liability of any such guarantor under any guaranty agreement; provided further, that no such agreement shall amend, modify or otherwise affect the rights, duties or obligations of the Administrative Agent without the prior written consent of such Person. Notwithstanding anything herein or otherwise to the contrary, any Event of Default occurring hereunder shall continue to exist (and shall be deemed to be continuing) until such time as such Event of Default is waived in writing in accordance with the terms of this Section notwithstanding (i) any attempted cure or other action taken by the Borrower or any other Person subsequent to the occurrence of such Event of Default or (ii) any action taken or omitted to be taken by the Administrative Agent or any Lender prior to or subsequent to the occurrence of such Event of Default (other than the granting of a waiver in writing in accordance with the terms of this Section).

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Section 10.3. Expenses; Indemnification.

(a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Administrative Agent and its Affiliates (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel for the Administrative Agent and its Affiliates) in connection with any amendments, modifications or waivers thereof (whether or not the transactions contemplated in this Agreement or any other Loan Document shall be consummated), and (ii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) incurred by the Administrative Agent or any Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Term Loan made hereunder, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Term Loan.

(b) The Borrower shall indemnify the Administrative Agent and each Lender and each officer, director, employee, agents, advisors and Affiliates of the Administrative Agent and each Lender (each, an “Indemnitee”) against, and hold each of them harmless from, any and all costs, losses, liabilities, claims, damages and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee, which may be incurred by any Indemnitee, or asserted against any Indemnitee by the Borrower or any third Person, arising out of, in connection with or as a result of (i) the execution or delivery of any this Agreement or any other Loan Document, the performance by the parties hereto of their respective obligations hereunder or the consummation of any of the transactions contemplated hereby, (ii) the Term Loan or any actual or proposed use of the proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous Materials on or from any property owned by the Borrower or any Subsidiary or any Environmental Liability related in any way to the Borrower or any Subsidiary or (iv) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether brought by the Borrower or any third Person and whether based on contract, tort, or any other theory and regardless of whether any Indemnitee is a party thereto; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c) The Borrower shall pay, and hold the Administrative Agent and each of the Lenders harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to this Agreement and any other Loan Documents, or any payments due thereunder, and save the Administrative Agent and each of the Lenders harmless from and against any and all liabilities with respect to or resulting from any delay or omission by the Borrower to pay such taxes.

(d) To the extent that the Borrower fails to pay any amount required to be paid to the Administrative Agent under clauses (a), (b) or (c) hereof, each Lender severally agrees to pay to the Administrative Agent such Lender’s Pro Rata Share (determined as of the time that the unreimbursed expense or indemnity payment is sought) such unpaid amount; provided, that the

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unreimbursed expense or indemnified payment, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such.

(e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement or any agreement or instrument contemplated hereby, the transactions contemplated therein, the Term Loan or the use of proceeds thereof.

(f) All amounts due under this Section shall be payable promptly after written demand therefor.

Section 10.4. Successors and Assigns.

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void).

(b) Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Term Loan at the time owing to it); provided, that (i) except in the case of an assignment to a Lender or an Affiliate of a Lender or to a fund managed by a Lender or an Affiliate of a Lender, each of the Borrower and the Administrative Agent must give their prior written consent (which consent shall not be unreasonably withheld or delayed), provided, that the consent of the Borrower shall not be required during the existence of a Default or an Event of Default, (ii) except in the case of an assignment to a Lender or an Affiliate of a Lender or to a fund managed by a Lender or an Affiliate of a Lender or an assignment of the entire amount of the assigning Lender’s Term Loan hereunder or an assignment while an Event of Default has occurred and is continuing, the amount of the Term Loan of the assigning Lender subject to each such assignment (determined as of the date the assignment and acceptance agreement with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 (unless the Borrower and the Administrative Agent shall otherwise consent), (iii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement and the other Loan Documents, (iv) the assigning Lender and the assignee shall execute and deliver to the Administrative Agent an assignment and acceptance agreement in form and substance acceptable to the Administrative Agent, together with a processing and recordation fee payable by the assigning Lender or the assignee (as determined between such Persons) in an amount equal to $3,500 and (v) such assignee, if it is not a Lender, shall deliver a duly completed Administrative Questionnaire to the Administrative Agent; provided, that any consent of the Borrower otherwise required hereunder shall not be required if an Event of Default has occurred and is continuing. Upon the execution and delivery of the such assignment and acceptance agreement and payment

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by such assignee to the assigning Lender of an amount equal to the purchase price agreed between such Persons, such assignee shall become a party to this Agreement and any other Loan Documents to which such assigning Lender is a party and, to the extent of such interest assigned by such assignment and acceptance agreement, shall have the rights and obligations of a Lender under this Agreement, and the assigning Lender shall be released from its obligations hereunder to a corresponding extent (and, in the case of an assignment and acceptance agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Section 2.11, Section 2.12, Section 2.13 and Section 10.3). Upon the consummation of any such assignment hereunder, the assigning Lender, the Administrative Agent and the Borrower shall make appropriate arrangements to have new Term Notes issued if so requested by either or both the assigning Lender or the assignee. Any assignment or other transfer by a Lender that does not fully comply with the terms of this clause (b) shall be treated for purposes of this Agreement as a sale of a participation pursuant to clause (c) below.

(c) Each Lender may at any time, without the consent of the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement; provided, that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of its obligations hereunder and for such Participant’s compliance with the terms of Section 10.11 of this Agreement, and (iii) the Borrower shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and the other Loan Documents. Any agreement between such Lender and the Participant with respect to such participation shall provide that such Lender shall retain the sole right and responsibility to enforce this Agreement and the other Loan Documents and the right to approve any amendment, modification or waiver of this Agreement and the other Loan Documents; provided, that such participation agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver of this Agreement described in the first proviso of Section 10.2(b) that affects the Participant. The Borrower agrees that each Participant shall be entitled to the benefits Section 2.11, Section 2.12 and Section 2.13 to the same extent as if it were a Lender hereunder and had acquired its interest by assignment pursuant to paragraph (b); provided, that no Participant shall be entitled to receive any greater payment under Section 2.13 than such Lender would have been entitled to receive with respect to the participation sold to such Participant unless the sale of such participation is made with the Borrower’s prior written consent.

(d) The Lenders may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement and the Term Note to secure its obligations to a Federal Reserve Bank without complying with this Section; provided, that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Section 10.5. Governing Law; Jurisdiction; Consent to Service of Process.

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(a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF) OF THE STATE OF GEORGIA.

(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any Federal and/or state court located in the State of Georgia and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such Georgia state court or, to the extent permitted by applicable law, such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Lenders may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against the Borrower or its properties in the courts that have jurisdiction over the Borrower.

(c) The Borrower irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in paragraph (b) of this Section and brought in any state or federal court located in the State of Georgia and referred to in paragraph (b) of this Section. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d) Each party to this Agreement irrevocably consents to the service of process in the manner provided for notices in Section 10.1. Nothing in this Agreement or in any other Loan Document will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 10.6. WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Section 10.7. Right of Setoff. In addition to any rights now or hereafter granted under applicable law and not by way of limitation of any such rights, each Lender shall have the right, at any time or from time to time upon the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, to set off and apply against all deposits (general or special, time or demand, provisional or final) of the Borrower at any time held or other obligations at any time owing by such Lender to or for the credit or the account of the Borrower against any and all Obligations owed to such Lender under this Agreement,

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irrespective of whether such Lender shall have made demand hereunder and although such Obligations may be unmatured. Each Lender agrees promptly to notify the Administrative Agent and the Borrower after any such set-off and any application made by such Lender; provided, that the failure to give such notice shall not affect the validity of such set-off and application.

Section 10.8. Counterparts; Integration. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement, the other Loan Documents, and any separate letter agreement(s) relating to any fees payable to the Administrative Agent constitute the entire agreement among the parties hereto and thereto regarding the subject matters hereof and thereof and supersede all prior agreements and understandings, oral or written, regarding such subject matters.

Section 10.9. Survival. All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the making of the Term Loan, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on the Term Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid. The provisions of Section 2.13 and Section 10.3 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of the Term Loan or the termination of this Agreement or any provision hereof. All representations and warranties made herein, in the certificates, reports, notices, and other documents delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement and the other Loan Documents, and the making of the Term Loan.

Section 10.10. Severability. Any provision of this Agreement or any other Loan Document held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Section 10.11. Confidentiality. Each of the Administrative Agent and each Lender agrees to maintain the confidentiality of any and all non-public, confidential or proprietary information, identified to the Administrative Agent and the Lenders as such, of or relating to the Borrower or any Subsidiary and their respective businesses, operations, finances or strategies (“Confidential Information”). For purposes of this Section, Confidential Information shall not include: (1) information that was already known to the recipient without an obligation of confidentiality to the Borrower or any Subsidiary with respect to such information, (2) information that was obtained from a third party who was not known to the Administrative Agent or such Lender to be under an obligation of confidentiality to the Borrower or any

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Subsidiary with respect to such information, (3) information that is or becomes publicly available, other than through a breach of this Section by the Administrative Agent or any Lender or any Participant or any of their respective representatives, employees or agents. Notwithstanding the foregoing, Confidential Information may be disclosed (i) to any officer, director, agent, affiliate or representative of the Administrative Agent or any such Lender, including without limitation accountants, legal counsel and other advisors; provided, however, that such Person shall agree to be bound by the confidentiality provisions set forth in this Section with respect to such information, (ii) to the extent required by applicable laws or regulations or by any subpoena or similar legal process, (iii) to the extent requested by any regulatory agency or authority, (iv) to the extent necessary in connection with the exercise of any remedy hereunder or any suit, action or proceeding relating to this Agreement or the enforcement of rights hereunder, (v) subject to provisions substantially similar to this Section 10.11, to any actual or prospective assignee or Participant, or (vi) with the prior written consent of the Borrower. Any Person required to maintain the confidentiality of any information as provided for in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such information as such Person would accord its own confidential information, but in no event less than a reasonable degree of care.

Section 10.12. Waiver of Effect of Corporate Seal. The Borrower represents and warrants that it is not required to affix its corporate seal to this Agreement or any other Loan Document pursuant to any requirement of law or regulation, agrees that this Agreement is delivered by Borrower under seal and waives any shortening of the statute of limitations that may result from not affixing the corporate seal to this Agreement or such other Loan Documents.

Section 10.13. Patriot Act. The Administrative Agent and each Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrower in accordance with the Patriot Act. The Borrower shall, and shall cause each of its Subsidiaries to, provide to the extent commercially reasonable, such information and take such other actions as are reasonably requested by the Administrative Agent or any Lender in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act.

[Remainder of page intentionally left blank. Signatures appear on following pages]

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IN WITNESS WHEREOF, the parties hereto have caused this Term Loan Agreement to be duly executed by their respective authorized officers as of the day and year first above written.

HANCOCK HOLDING COMPANY
By
	Name:
	Title:

SUNTRUST BANK as Administrative Agent and as Initial Lender
By
	Name:
	Title:

SCHEDULE 4.12

FINANCIAL INSTITUTION SUBSIDIARIES

Name	Ownership % by Borrower	Jurisdiction of Incorporation
OTHER SUBSIDIARIES
Name	Ownership % by Borrower	Jurisdiction of Incorporation

Schedule 4.12

SCHEDULE 7.1

OUTSTANDING INDEBTEDNESS

Schedule 7.1

EXHIBIT A

FORM OF TERM NOTE

$140,000,000 Date: June 3, 2011 Atlanta, Georgia

FOR VALUE RECEIVED, the undersigned, HANCOCK HOLDING COMPANY, a Mississippi corporation (the “Borrower”), hereby promises to pay to SunTrust Bank (the “Lender”) or its registered assigns at the principal office of SunTrust Bank, as Administrative Agent, or any other office that the Administrative Agent designates, on the Maturity Date (as defined in the Term Loan Agreement dated as of May 20, 2011 (as the same may be amended, supplemented or otherwise modified from time to time, the “Term Loan Agreement”), among the Borrower, the lenders from time to time a party thereto (including the Lender) and SunTrust Bank, as Administrative Agent), the lesser of the principal sum of ONE HUNDRED FORTY MILLION AND NO/100 DOLLARS ($140,000,000) and the aggregate unpaid principal amount of the Term Loan made by the Lender to the Borrower pursuant to the Term Loan Agreement, in lawful money of the United States of America in immediately available funds, and to pay interest from the date hereof on the principal amount thereof from time to time outstanding, in like funds, at said office, at the rate or rates per annum and payable on such dates as provided in the Term Loan Agreement.

The term loan evidenced by this Term Note and all payments and prepayments of the principal hereof and the date thereof shall be endorsed by the holder hereof on the schedule attached hereto and made a part hereof or on a continuation thereof which shall be attached hereto and made a part hereof, or otherwise recorded by such holder in its internal records; provided, that the failure of the holder hereof to make such a notation or any error in such notation shall not affect the obligations of the Borrower to make the payments of principal and interest in accordance with the terms of this Term Note and the Term Loan Agreement.

Upon the occurrence of an Event of Default (as defined in the Term Loan Agreement), at the option of the Required Lenders (as defined in the Term Loan Agreement), the Borrower promises to pay interest, on demand, at a rate or rates provided in the Term Loan Agreement.

This Term Note is issued in connection with, and is entitled to the benefits of, the Term Loan Agreement which, among other things, contains provisions for the acceleration of the maturity hereof upon the happening of certain events and for the amendment or waiver of certain provisions of the Term Loan Agreement, all upon the terms and conditions therein specified.

A-1

THIS TERM NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF GEORGIA (WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAWS) AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA.

HANCOCK HOLDING COMPANY

        By:

              Name:

              Title:

A-2

LOANS AND PAYMENTS

Date     Amount and Type of Loan     Payments of Principal   Unpaid Principal Balance of Term Note Name of Person
Making Notation

A-3

EXHIBIT 2.2

FORM OF NOTICE OF BORROWING

[Date]

SunTrust Bank

303 Peachtree Street

Atlanta, Georgia 30308

Attention: K. Scott Bazemore

Ladies and Gentlemen:

Reference is made to the Term Loan Agreement dated as of May 20, 2011 (as amended and in effect on the date hereof, the “Credit Agreement”), among the undersigned, as Borrower, the Lenders named therein and SunTrust Bank, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes the Notice of Borrowing, and the Borrower hereby requests funding of the Term Loan under the Credit Agreement, and in that connection the Borrower specifies the following information:

(A) Principal amount of Term Loan: $140,000,000

(B) Date of Borrowing (which is a Business Day not less than three (3) Business Days after the date hereof): June 3, 2011

(C) Interest Rate Basis: LIBOR

(D) Interest Period:              month(s)

(E) Location and number of Borrower’s account to which proceeds of Term Loan are to be disbursed:                                         

The Borrower hereby represents and warrants that the conditions specified in paragraphs (a), (b) and (c) of Section 3.2 of the Credit Agreement are satisfied.

Very truly yours,

HANCOCK HOLDING COMPANY

By:

      Name:

      Title:

Exhibit 2.2

EXHIBIT 2.4

FORM OF NOTICE OF CONTINUATION

[Date]

SunTrust Bank, as Administrative Agent

303 Peachtree Street, 3^rd Floor

Atlanta, Georgia 30308

Attention:                             

Ladies and Gentlemen:

Reference is made to the Term Loan Agreement dated as of May 20, 2011 (as amended and in effect on the date hereof, the “Credit Agreement”), among the undersigned, as Borrower, the Lenders named therein and SunTrust Bank, as Administrative. Terms defined in the Credit Agreement are used herein with the same meanings. This notice constitutes a Notice of Continuation and the Borrower hereby requests the continuation of the Term Loan under the Credit Agreement, and in that connection the Borrower specifies the following information with respect to the Term Loan:

(A) Effective date of election (which is a Business Day):                                                  

(B) Interest Period for Term Loan:                                                  

Very truly yours,

HANCOCK HOLDING COMPANY

By:

      Name:

      Title:

Exhibit 2.4

EXHIBIT 3.1(b)(iii)

FORM OF SECRETARY’S CERTIFICATE OF

HANCOCK HOLDING COMPANY

Reference is made to that certain Term Loan Agreement dated as of May 20, 2011 (the “Credit Agreement”) among HANCOCK HOLDING COMPANY (the “Borrower”) the lenders named therein, and SunTrust Bank, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meanings. This certificate is being delivered pursuant to Section 3.1 of the Credit Agreement.

I,             , Secretary of the Borrower, DO HEREBY CERTIFY that:

a) there have been no amendments or supplements to, or restatements of, the certificate of incorporation of the Borrower delivered pursuant to Section 3.1 of the Credit Agreement;

b) no proceedings have been instituted or are pending or contemplated with respect to the dissolution, liquidation or sale of all or substantially all the assets of the Borrower or threatening its existence or the forfeiture or any of its corporate rights;

c) annexed hereto as Exhibit A is a true and correct copy of the bylaws of the Borrower as in effect on [insert date of board resolutions in (d) below] and at all times thereafter through the date hereof;

d) annexed hereto as Exhibit B is a true and correct copy of certain resolutions duly adopted by the Board of Directors of the Borrower at a meeting of said Board of Directors duly called and held on             , 2011, which resolutions are the only resolutions adopted by the Board of Directors of the Borrower or any committee thereof relating to the Credit Agreement and the other Loan Documents to which the Borrower is a party and the transactions contemplated therein and have not been revoked, amended, supplemented or modified and are in full force and effect on the date hereof; and

e) each of the persons named below is a duly elected and qualified officer of the Borrower holding the respective office set forth opposite his or her name and the signature set forth opposite of each such person is his or her genuine signature:

Name	Title	Specimen  Signature
[Include all officers who are signing the Credit Agreement or any other Loan Documents.]

Exhibit 3.1 (b)(iii) - 1

IN WITNESS WHEREOF, I have hereunto signed my name as Secretary of the Borrower and not in an individual capacity this              day of May, 2011.

Name:  

Title: Secretary

I,                 ,                          of the Borrower, do hereby certify that                      has been duly elected, is duly qualified and is the Secretary of the Borrower, and that the signature set forth above is [his/her] genuine signature.

Name:

Title:

Exhibit 3.1(b)(iii) - 2

EXHIBIT 3.1(b)(vi)

FORM OF OFFICER’S CERTIFICATE

Reference is made to that certain Term Loan Agreement dated as of May 20, 2011 (the “Credit Agreement”) among HANCOCK HOLDING COMPANY (the “Borrower”) the lenders named therein, and SunTrust Bank, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meanings. This certificate is being delivered pursuant to Section 3.1(b)(viii) of the Credit Agreement.

I,                     , the                      of the Borrower, DO HEREBY CERTIFY that:

(a) the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct on and as of the date hereof;

(b) no Default or Event of Default has occurred and is continuing at the date hereof;

(c) since December 31, 2010, there has been no change, event or other circumstance which has had or could reasonably be expected to have a Material Adverse Effect; and

(d) no consents, approvals, authorizations, registrations, filings or orders are required to be made or obtained under any applicable law, or by any Contractual Obligation of the Borrower, in connection with the execution, delivery, performance, validity and enforceability of the Loan Documents or any of the transactions contemplated thereby.

IN WITNESS WHEREOF, I have hereunto signed my name as                      of the Borrower and not in an individual capacity this                      day of May, 2011.

Name:

Title:

Exhibit 3.1(b)(vi)

EXHIBIT 3.2(b)

FORM OF OFFICER’S CERTIFICATE

Reference is made to that certain Term Loan Agreement dated as of May 20, 2011 (the “Credit Agreement”) among HANCOCK HOLDING COMPANY (the “Borrower”) the lenders named therein, and SunTrust Bank, as Administrative Agent. Terms defined in the Credit Agreement are used herein with the same meanings. This certificate is being delivered pursuant to Section 3.2(b) of the Credit Agreement.

I,                     , the                      of the Borrower, DO HEREBY CERTIFY that:

(a) the representations and warranties of the Borrower set forth in the Credit Agreement are true and correct on and as of the date hereof (except for representations and warranties expressly made as of a prior date, which such representations and warranties shall be true and correct in all material respects as of such date);

(b) at the time of and immediately after giving effect to the funding of the Term Loan, no Default or Event of Default exists; and

(c) since December 31, 2010, there has been no change, event or other circumstance which has had or could reasonably be expected to have a Material Adverse Effect;

IN WITNESS WHEREOF, I have hereunto signed my name as                      of the Borrower and not in an individual capacity this                      day of June, 2011.

Name:

Title:

Exhibit 3.2(b)

EXHIBIT 5.1(c)

FORM OF COMPLIANCE CERTIFICATE

To: SunTrust Bank, as Administrative Agent

303 Peachtree Street, N.E.

Atlanta, Georgia 30308

Attention: [                    ]

Ladies and Gentlemen:

Reference is made to that certain Term Loan Agreement dated as of May 20, 2011 (as amended and in effect on the date hereof, the “Credit Agreement”), among HANCOCK HOLDING COMPANY (the “Borrower”), the lenders named therein, and SunTrust Bank, as Administrative Agent. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement.

I,                     , being the duly elected and qualified, and acting in my capacity as [Chief Financial Officer][President] of the Borrower, hereby certify to the Administrative Agent and each Lender as follows:

1. The financial statements of the Borrower and its Subsidiaries for the Fiscal [Quarter / Year] ending                      provided to the Administrative Agent and the Lenders as provided in Section 5.1 of the Credit Agreement fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at the end of such Fiscal [Quarter / Year] on a consolidated [(and, as applicable, consolidating)] basis, and the related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal [Quarter / Year], in accordance with generally accepted accounting principles consistently applied (subject, in the case of such quarterly financial statements, to normal year-end audit adjustments and the absence of footnotes).

2. The calculations set forth in Attachment 1 are computations of the financial covenants set forth in Article VI of the Credit Agreement calculated in accordance with the terms of the Credit Agreement.

3. Based upon a review of the activities of Borrower and its Subsidiaries and the financial statements attached hereto during the period covered thereby, as of the date hereof, there exists no Default or Event of Default.

IN WITNESS WHEREOF, I have hereunto signed my name as [Chief Financial Officer][President] of the Borrower and not in an individual capacity this          day of                 , 201_.

Name:
Title:	[Chief Financial Officer][President]

Exhibit 5.1(c)

Attachment I to Compliance Certificate

For the Fiscal [Quarter / Year] ended                     

I.	Section 6.1 – Consolidated Net Worth
	A.	Consolidated Net Worth:		$
	B.	Minimum Consolidated Net Worth
		For Quarter Ending June 30, 2011		$2,100,000,000
	C.	Line I.A. equal to or greater than Line I.B:		[Yes – Pass]
				[No – Fail]
	D.	Minimum net worth value:
		1.	Fixed value:	$2,100,000,000
		2.	50% of Consolidated Net Income earned on a cumulative basis for each Fiscal Quarter, commencing with the Fiscal Quarter ending June 30, 2011 (and measured each Fiscal Quarter thereafter starting with the Fiscal Quarter ending September 30, 2011):	$
		3.	100% of the amount by which the Borrower’s “total stockholders equity” is increased after the Closing Date as a result of (A) public or private offering of the Borrower’s capital stock, (B) the issuance of the Borrower’s capital stock in any merger transaction or in payment of any purchase price in an acquisition or (C) the conversion of the Borrower’s debt securities into the Borrower’s capital stock:	$
		4.	Minimum net worth value (Lines I.D.1 + 2+ 3):	$
	E.	Line I.A. equal to or greater than Line I.D.4:		[Yes – Pass]
				[No – Fail]
II.	Section 6.2 – Ratio of Nonperforming Assets to Total Loans and OREO
	A.	Nonperforming Loans:
		1.	Nonaccrual loans and lease financing receivables:	$
		2.	Loans and lease financing receivables that are contractually past due 90 days or more as to interest or principal and are still accruing interest:	$
		3.	Nonperforming Loans (Lines II.A.1 + II.A.2):	$

Exhibit 5.1(c) - 2

	B.	Other Real Estate Owned:	$
	C.	Nonperforming Assets (Lines II.A.3 + II.B.):	$
	D.	Total Loans:	$
	E.	Other Real Estate Owned (from Line II.B.):	$
	F.	Ratio of Nonperforming Assets to Total Loans and OREO (Line II.C ÷ [Line II.D + Line II.E]):	%
		Maximum permitted for each Fiscal Quarter
		Through and including June 30, 2012:	4.00%
			[Pass] [Fail]
		Maximum permitted for each Fiscal Quarter
		Ending after June 30, 2012:	3.50%
			[Pass] [Fail]
III.	Section 6.3 – Regulatory Capital

As of the end of the Fiscal [Quarter / Year] ended                     , the Borrower and each Financial Institution Subsidiary is “well capitalized” in accordance with, and satisfy each of the ratios specified in, Section 6.3 of the Credit Agreement.

[Yes – Pass]    

[No – Fail]

Exhibit 5.1(c) - 3

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer

I, Carl J. Chaney, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hancock Holding Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2011
By:	/s/ Carl J. Chaney
	Carl J. Chaney
	President & Chief Executive Officer

I, John M. Hairston, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hancock Holding Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2011
By:	/s/ John M. Hairston
	John M. Hairston
	Chief Executive Officer & Chief Operating Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer

I, Michael M. Achary, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Hancock Holding Company;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 9, 2011
By:	/s/ Michael M. Achary
	Michael M. Achary
	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hancock Holding Company (the “Company”) on Form 10-Q for the period ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Carl J. Chaney, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Carl J. Chaney
Name:	Carl J. Chaney
Title:	President & Chief Executive Officer
Date:	August 9, 2011

In connection with the Quarterly Report of Hancock Holding Company (the “Company”) on Form 10-Q for the period ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John M. Hairston, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John M. Hairston
Name:	John M. Hairston
Title:	Chief Executive Officer & Chief Operating Officer
Date:	August 9, 2011

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Hancock Holding Company (the “Company”) on Form 10-Q for the period ended June 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael M. Achary, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael M. Achary
Name:	Michael M. Achary
Title:	Chief Financial Officer
Date:	August 9, 2011

XML



Securities (Schedule Of Amortized Cost And Fair Value Of Securities) (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Securities available for sale, Amortized Cost	$ 4,520,793	$ 1,445,721
Securities available for sale, Gross Unrealized Gains	63,173	51,701
Securities available for sale, Gross Unrealized Losses	9,993	8,537
Securities available for sale, Fair Value	4,573,973	1,488,885
U.S. Treasury [Member]
Securities available for sale, Amortized Cost	10,804	10,797
Securities available for sale, Gross Unrealized Gains	47	52
Securities available for sale, Gross Unrealized Losses		5
Securities available for sale, Fair Value	10,851	10,844
U.S. Government Agencies [Member]
Securities available for sale, Amortized Cost	424,141	106,054
Securities available for sale, Gross Unrealized Gains	2,141	971
Securities available for sale, Gross Unrealized Losses	802	434
Securities available for sale, Fair Value	425,480	106,591
Municipal Obligations [Member]
Securities available for sale, Amortized Cost	311,316	181,747
Securities available for sale, Gross Unrealized Gains	8,055	4,107
Securities available for sale, Gross Unrealized Losses	535	5,411
Securities available for sale, Fair Value	318,836	180,443
Mortgage-Backed Securities [Member]
Securities available for sale, Amortized Cost	2,248,990	761,704
Securities available for sale, Gross Unrealized Gains	42,452	38,032
Securities available for sale, Gross Unrealized Losses	6,315	50
Securities available for sale, Fair Value	2,285,127	799,686
Collateralized Mortgage Obligations [Member]
Securities available for sale, Amortized Cost	1,503,096	367,662
Securities available for sale, Gross Unrealized Gains	8,849	6,880
Securities available for sale, Gross Unrealized Losses	2,220	2,491
Securities available for sale, Fair Value	1,509,725	372,051
Other Debt Securities [Member]
Securities available for sale, Amortized Cost	17,950	14,329
Securities available for sale, Gross Unrealized Gains	957	999
Securities available for sale, Gross Unrealized Losses	23	43
Securities available for sale, Fair Value	18,884	15,285
Other Equity Securities [Member]
Securities available for sale, Amortized Cost	4,496	3,428
Securities available for sale, Gross Unrealized Gains	672	660
Securities available for sale, Gross Unrealized Losses	98	103
Securities available for sale, Fair Value	$ 5,070	$ 3,985

XML



Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data	Jun. 30, 2011	Dec. 31, 2010
Condensed Consolidated Balance Sheets
Securities available for sale, amortized cost	$ 4,520,793	$ 1,445,721
Property and equipment, accumulated depreciation	$ 134,416	$ 125,383
Common stock, par value	$ 3.33	$ 3.33
Common stock, shares authorized	350,000,000	350,000,000
Common stock, shares issued	84,694,474	36,893,276
Common stock, shares outstanding	84,694,474	36,893,276

XML



Condensed Consolidated Statements Of Income (USD $) In Thousands, except Per Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Interest income:
Loans, including fees	$ 94,591	$ 71,487	$ 162,592	$ 145,653
Securities - taxable	19,212	16,343	32,206	32,772
Securities - tax exempt	1,157	1,460	2,397	2,655
Federal funds sold	1	13	1	28
Other investments	516	438	814	1,011
Total interest income	115,477	89,741	198,010	182,119
Interest expense:
Deposits	13,570	19,400	27,579	42,684
Federal funds purchased and securities sold under agreements to repurchase	1,755	2,451	3,443	4,887
Long-term notes and other interest expense	1,093	17	1,165	97
Total interest expense	16,418	21,868	32,187	47,668
Net interest income	99,059	67,873	165,823	134,451
Provision for loan losses, net	9,144	24,517	17,966	38,343
Net interest income after provision for loan losses	89,915	43,356	147,857	96,108
Noninterest income:
Service charges on deposit accounts	12,343	12,327	21,887	23,816
Other service charges, commissions and fees	22,454	16,961	39,069	32,145
Securities loss, net	(36)		(87)
Other income	11,918	6,005	19,943	10,713
Total noninterest income	46,679	35,293	80,812	66,674
Noninterest expense:
Salaries and employee benefits	57,535	35,379	95,370	70,146
Net occupancy expense	8,760	6,026	14,671	12,169
Equipment rentals, depreciation and maintenance	3,661	2,642	6,515	5,367
Amortization of intangibles	1,621	684	2,235	1,422
Professional services expense	22,886	4,497	28,146	8,005
Other expense	26,903	22,894	47,448	42,834
Total noninterest expense	121,366	72,122	194,385	139,943
Net income before income taxes	15,228	6,527	34,284	22,839
Income tax expense	3,140	27	6,868	2,505
Net income	$ 12,088	$ 6,500	$ 27,416	$ 20,334
Basic earnings per share	$ 0.22	$ 0.17	$ 0.59	$ 0.55
Diluted earnings per share	$ 0.22	$ 0.17	$ 0.59	$ 0.55
Dividends paid per share	$ 0.24	$ 0.24	$ 0.48	$ 0.48
Weighted avg. shares outstanding-basic	54,890	36,876	46,160	36,855
Weighted avg. shares outstanding-diluted	55,035	37,078	46,310	37,075

XML



Other Service Charges, Commission And Fees, And Other Income (Components Of Other Income) (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Other Service Charges, Commission And Fees, And Other Income
Secondary mortgage market operations	$ 1,877	$ 1,529	$ 3,444	$ 3,169
Income from bank owned life insurance	1,902	1,402	3,249	2,676
Safety deposit box income	285	180	536	425
Letter of credit fees	758	370	1,104	632
Gain/loss on sale of assets	11	156	606	282
Accretion of indemnification asset	5,450	1,290	8,494	1,290
Other	1,635	1,078	2,510	2,239
Total other income	$ 11,918	$ 6,005	$ 19,943	$ 10,713

XML



Loans And Allowance For Loan Losses (Narrative) (Details) (USD $)	3 Months Ended	6 Months Ended			12 Months Ended
	Jun. 30, 2011	Jun. 30, 2011		Jun. 30, 2010	Dec. 31, 2010
Total Loans	$ 11,249,053,000	$ 11,249,053,000			$ 4,957,164,000
Loans Receivable, Net	11,249,053,000	11,249,053,000			4,957,164,000
Covered loans refer to loans acquired		6,317,886,000	[1]
Fair value of loans acquired with a deterioration of credit quality	536,833,000	536,833,000
Recorded losses	95,373,000	95,373,000			107,739,000
Acquisition of covered loans		95.00%
Provision for loan losses, net		1,400,000
Unpaid principal balance for purchased loans	95,373,000	95,373,000			107,739,000
Fair value of collateral less cost, in days		120
Total restructured loans	18,600,000	18,600,000
Investments in impaired loans	21,788,000	21,788,000			11,952,000
Interest that would have been recognized on nonaccrual loans	1,500,000	2,900,000
Interest recovered on nonaccrual loans	200,000	700,000
Accruing loans		90
Percent of accruing loans		0.04%			0.03%
Payments of principal and interest		90
Loans held for sale	67,081,000	67,081,000			21,866,000
Gain on the sale of loans totaled		50,000		1,000,000
Restructured Commercial Loans [Member]
Total restructured loans	8,400,000	8,400,000
Cost Recovery Method [Member]
Fair value of loans acquired with a deterioration of credit quality	39,500,000	39,500,000			45,300,000
FDIC [Member]
Recorded losses	28,900,000	28,900,000
Purchased Loans [Member]
Unpaid principal balance for purchased loans	1,922,000,000	1,922,000,000			1,193,000,000
Mortgage Loans For Sale [Member]
Loans held for sale	31,200,000	31,200,000
Commercial Loans Held For Sale [Member]
Loans held for sale	$ 35,900,000	$ 35,900,000

[1] Acquired loans are recorded at fair value with no allowance brought forward in accordance with acquisition accounting.

XML



Acquisition Of Whitney Holding Corporation (Tables)

6 Months Ended

Jun. 30, 2011

Acquisition Of Whitney Holding Corporation

Assets Purchased And The Liabilities Assumed And The Adjustments To Fair Value

Preliminary Statement of Net Assets Acquired (at fair value) (in millions) June 4,  2011

ASSETS
Cash and cash equivalents	$	957
Loans held for sale		57
Securities		2,635
Loans and leases		6,456
Property and equipment		284
Other intangible assets (1)		266
Other assets		580
Total identifiable assets assets	$	11,235
LIABILITIES
Deposits	$	9,182
Borrowings		776
Other liabilities		175
Total liabilities	$	10,133
Net identifiable assets acquired	$	1,102
Goodwill (2)		514
Net assets acquired	$	1,616
CONSIDERATION:
Hancock Holding Company common shares issued (in millions)		41
Purchase price per share of the Company's common stock (3)		32.04
Company common stock issued and cash exchanged for fractional shares	$	1,307
Stock options converted		1
Cash paid for TARP preferred stock and warrant		308
Fair value of total consideration transferred	$	1,616

(1) Intangible assets consists of core deposit intangible of $189 million, trade name of $54 million, trust relationships of $11 million, and credit card relationships of $11 million. The amortization is life 12 - 17 years for the CDI intangible asset; 15 years for credit card relationships and 10 years for trust. They will be amortized on an accelerated basis.

(2) No goodwill is expected to be deductible for federal income tax purposes. The goodwill will be primarily allocated to the Whitney Bank segment.

(3) The value of the shares of common stock exchanged with Whitney shareholders was based upon the closing price of the Company's common stock at June 3, 2011, the last traded day prior to the date of acquisition.

Schedule Of Goodwill And Other Non-Amortizing Intangibles Reconciliation

	June 30, 2011
Goodwill and non-amortizing intangibles at December 31, 2010	$	61,631
Additions:
Goodwill Whitney acquisition		513,917
Trade Name Whitney acquisition		54,140
Goodwill and non-amortizing intangibles at June 30, 2011	$	629,688

Schedule Of Results Of Operations

	Three Months Ended				Six Months Ended
	June 30, 2011		June 30, 2010		June 30, 2011		June 30, 2010
(In millions)
Total revenues, net of interest expense	$	197	$	243	$	463	$	498
Net Income		20		19	$	36	$	70

Schedule Of Loans At Acquisition Date

	Acquired Impaired		Acquired Performing		Total Acquired Loans
	(In thousands)
Commercial non-real estate	$	131,729	$	2,328,082	$	2,459,811
Commercial real estate owner-occupied		90,231		951,661		1,041,892
Construction and land development		161,478		566,597		728,075
Commercial real estate non-owner occupied		85,015		842,622		927,637
Total commercial/real estate		468,453		4,688,962		5,157,415
Residential mortgage		68,380		788,999		857,379
Consumer		—		441,228		441,228
Total	$	536,833	$	5,919,189	$	6,456,022

Schedule Of Acquired Impaired loans Receivable At The Acquisition Date

Contractually required principal and interest payments	$	879,385
Nonaccretable difference		247,819
Cash flows expected to be collected		631,566
Accretable difference		94,733
Fair value of loans acquired with a deterioration of credit quality	$	536,833

XML



Document And Entity Information	6 Months Ended
	Jun. 30, 2011	Jul. 30, 2011
Document And Entity Information
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2011
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2
Trading Symbol	HBHC
Entity Registrant Name	HANCOCK HOLDING CO
Entity Central Index Key	0000750577
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		84,695,178

XML



Fair Value (Schedule Of Estimated Fair Values Of Financial Instruments) (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Loans, net	$ 11,249,053	$ 4,957,164
Loans held for sale	67,081	21,866
Deposits	15,587,909	6,775,719
Federal funds purchased	25,085
Securities sold under agreements to repurchase	888,831	364,676
Other short-term borrowings	6,800
FHLB borrowings	10,057	10,172
Long-term notes	360,102	376
Carrying Amount [Member]
Cash, interest-bearing deposits, federal funds sold, and short-term investments	1,358,394	778,851
Securities	4,573,973	1,488,885
Loans, net	11,136,646	4,875,167
Loans held for sale	67,081	21,866
Accrued interest receivable	56,990	30,157
Deposits	15,587,909	6,775,719
Federal funds purchased	25,085
Securities sold under agreements to repurchase	888,831	364,676
Other short-term borrowings	6,800
FHLB borrowings	10,057	10,172
Long-term notes	360,102	376
Accrued interest payable	10,180	4,007
Fair Value [Member]
Cash, interest-bearing deposits, federal funds sold, and short-term investments	1,358,394	778,851
Securities	4,573,973	1,488,885
Loans, net	11,474,407	4,753,537
Loans held for sale	67,081	21,866
Accrued interest receivable	56,990	30,157
Deposits	15,617,448	6,787,931
Federal funds purchased	25,085
Securities sold under agreements to repurchase	888,831	364,676
Other short-term borrowings	6,800
FHLB borrowings	10,057	10,172
Long-term notes	360,102	376
Accrued interest payable	$ 10,180	$ 4,007

XML



Fair Value (Tables)

6 Months Ended

Jun. 30, 2011

Fair Value

Schedule of Financial Assets And Liabilities Measured At Fair Value On Recurring Basis

	As of June 30, 2011
	Level 1		Level 2		Net Balance
Assets
Available for sale securities:
Debt securities issued by the U.S. Treasury and other government corporations and agencies	$	436,331	$	—	$	436,331
Debt securities issued by states of the United States and political subdivisions of the states		—		318,836		318,836
Corporate debt securities		18,884		—		18,884
Residential mortgage-backed securities		—		2,285,127		2,285,127
Collateralized mortgage obligations		—		1,509,725		1,509,725
Equity securities		5,070		—		5,070
Derivative financial instruments - assets		—		8,639		8,639
Total assets	$	460,285	$	4,122,327	$	4,582,612
Liabilities
Derivative financial instruments - liabilities	$	—	$	8,716	$	8,716
Total Liabilities	$	—	$	8,716	$	8,716
	As of December 31, 2010
	Level 1		Level 2		Net Balance
Assets
Available for sale securities:
Debt securities issued by the U.S. Treasury and other government corporations and agencies	$	117,435	$	—	$	117,435
Debt securities issued by states of the United				180,443		180,443
States and political subdivisions of the states				—		—
Corporate debt securities		15,285		—		15,285
Residential mortgage-backed securities		—		799,686		799,686
Collateralized mortgage obligations		—		372,051		372,051
Equity securities		3,985		—		3,985
Short-term investments		274,974		—		274,974
Derivative financial instruments assets		—		2,952		2,952
Total assets	$	411,679	$	1,355,132	$	1,766,811
Liabilities
Derivative financial instruments liabilities	$	—	$	2,952	$	2,952
Total Liabilities	$	—	$	2,952	$	2,952

Schedule Of Financial Assets Measured At Fair Value On Nonrecurring Basis

	As of June 30, 2011
	Level 1		Level 2		Net Balance
Assets
Impaired loans	$	—	$	84,485	$	84,485
Other real estate owned		—		121,570		121,570
Total assets		—	$	206,055	$	206,055
	As of December 31, 2010
	Level 1		Level 2		Net Balance
Assets
Impaired loans	$	—	$	95,787	$	95,787
Other real estate owned		—		32,520		32,520
Total assets	$	—	$	128,307	$	128,307

Schedule Of Estimated Fair Values Of Financial Instruments

	June 30, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash, interest-bearing deposits, federal funds sold, and short-term investments	$	1,358,394	$	1,358,394	$	778,851	$	778,851
Securities		4,573,973		4,573,973		1,488,885		1,488,885
Loans, net		11,136,646	$	11,474,407		4,875,167		4,753,537
Loans held for sale		67,081		67,081		21,866		21,866
Accrued interest receivable		56,990		56,990		30,157		30,157
Financial liabilities:
Deposits	$	15,587,909	$	15,617,448	$	6,775,719	$	6,787,931
Federal funds purchased		25,085		25,085		—		—
Securities sold under agreements to repurchase		888,831		888,831		364,676		364,676
Other short-term borrowings		6,800		6,800		—		—
FHLB Borrowings		10,057		10,057		10,172		10,172
Long-term notes		360,102		360,102		376		376
Accrued interest payable		10,180		10,180		4,007		4,007

XML



Fair Value (Schedule Of Financial Assets Measured At Fair Value On Nonrecurring Basis) (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Impaired loans	$ 84,485	$ 95,787
Other real estate owned	121,570	32,520
Total assets	206,055	128,307
Level 1 [Member]
Impaired loans
Other real estate owned
Total assets
Level 2 [Member]
Impaired loans	84,485	95,787
Other real estate owned	121,570	32,520
Total assets	$ 206,055	$ 128,307

XML



Fair Value

6 Months Ended

Jun. 30, 2011

Fair Value

Fair Value

5. Fair Value

The Financial Accounting Standards Board (FASB) issued authoritative guidance that establishes a framework for measuring fair value under generally accepted accounting principles (GAAP), clarifies the definition of fair value within that framework, and expands disclosures about the use of fair value measurements. The guidance defines a fair value hierarchy that prioritizes the inputs to these valuation techniques used to measure fair value giving preference to quoted prices in active markets (level 1) and the lowest priority to unobservable inputs such as a reporting entity's own data (level 3). Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical assets or liabilities in markets that are not active, observable inputs other than quoted prices, such as interest rates and yield curves, and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Available for sale securities classified as level 1 within the valuation hierarchy include U.S. Treasury securities, obligations of U.S. Government-sponsored agencies, and other debt and equity securities. Level 2 classified available for sale securities include mortgage-backed debt securities, and collateralized mortgage obligations that are agency securities, and state and municipal bonds. The Company invests only in high quality securities of investment grade quality with a target duration, for the overall portfolio, generally between two to five years. The Company policies limit investments to securities having a rating of no less than "Baa", or its equivalent by a Nationally Recognized Statistical Rating Agency, except for certain non-rated obligations of Mississippi, Louisiana, Texas, Florida or Alabama counties, parishes and municipalities. There were no transfers between levels.

The fair value of interest rate swaps is obtained from a third-party pricing service that uses an industry-standard discounted cash flow model that relies on inputs, such as interest rate futures, observable in the marketplace. To comply with the accounting guidance, credit valuation adjustments are incorporated in the fair values to appropriately reflect nonperformance risk for both the Company and the counterparties. Although the Company has determined that the majority of the inputs used to value the derivative instruments fall within level 2 of the fair value hierarchy, the credit value adjustments utilize level 3 inputs, such as estimates of current credit spreads. The Company has determined that the impact of the credit valuation adjustments is not significant to the overall valuation of these derivatives. As a result, the Company has classified its derivative valuations in their entirety in level 2 of the fair value hierarchy.

The following tables present for each of the fair value hierarchy levels the Company's financial assets that are measured at fair value (in thousands) on a recurring basis at June 30, 2011 and December 31, 2010.

	As of June 30, 2011
	Level 1		Level 2		Net Balance
Assets
Available for sale securities:
Debt securities issued by the U.S. Treasury and other government corporations and agencies	$	436,331	$	—	$	436,331
Debt securities issued by states of the United States and political subdivisions of the states		—		318,836		318,836
Corporate debt securities		18,884		—		18,884
Residential mortgage-backed securities		—		2,285,127		2,285,127
Collateralized mortgage obligations		—		1,509,725		1,509,725
Equity securities		5,070		—		5,070
Derivative financial instruments - assets		—		8,639		8,639
Total assets	$	460,285	$	4,122,327	$	4,582,612
Liabilities
Derivative financial instruments - liabilities	$	—	$	8,716	$	8,716
Total Liabilities	$	—	$	8,716	$	8,716
	As of December 31, 2010
	Level 1		Level 2		Net Balance
Assets
Available for sale securities:
Debt securities issued by the U.S. Treasury and other government corporations and agencies	$	117,435	$	—	$	117,435
Debt securities issued by states of the United				180,443		180,443
States and political subdivisions of the states				—		—
Corporate debt securities		15,285		—		15,285
Residential mortgage-backed securities		—		799,686		799,686
Collateralized mortgage obligations		—		372,051		372,051
Equity securities		3,985		—		3,985
Short-term investments		274,974		—		274,974
Derivative financial instruments assets		—		2,952		2,952
Total assets	$	411,679	$	1,355,132	$	1,766,811
Liabilities
Derivative financial instruments liabilities	$	—	$	2,952	$	2,952
Total Liabilities	$	—	$	2,952	$	2,952

Fair Value of Assets Measured on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis and, therefore, are not included in the above table. Impaired loans are level 2 assets measured using appraisals from external parties of the collateral less any prior liens or based on recent sales activity for similar assets in the property's market. Other real estate owned are level 2 properties recorded at the balance of the loan or at estimated fair value less estimated selling costs, whichever is less, at the date acquired. Fair values are determined by sales agreement or appraisal. Inputs include appraisal values on the properties or recent sales activity for similar assets in the property's market.

The following table presents for each of the fair value hierarchy levels the Company's financial assets that are measured at fair value (in thousands) on a nonrecurring basis at June 30, 2011 and December 31, 2010.

	As of June 30, 2011
	Level 1		Level 2		Net Balance
Assets
Impaired loans	$	—	$	84,485	$	84,485
Other real estate owned		—		121,570		121,570
Total assets		—	$	206,055	$	206,055
	As of December 31, 2010
	Level 1		Level 2		Net Balance
Assets
Impaired loans	$	—	$	95,787	$	95,787
Other real estate owned		—		32,520		32,520
Total assets	$	—	$	128,307	$	128,307

The following methods and assumptions were used to estimate the fair value regarding disclosures about fair value of financial instruments of each class of financial instruments for which it is practicable to estimate:

Cash, Short-Term Investments and Federal Funds Sold - For those short-term instruments, the carrying amount is a reasonable estimate of fair value.

Securities - Estimated fair values for securities are based on quoted market prices where available. If quoted market prices are not available, estimated fair values are based on market prices of comparable instruments.

Loans, Net and Loans Held for Sale - The fair value measurement for certain impaired loans was discussed earlier. For the remaining portfolio, fair values were generally determined by discounting scheduled cash flows by discount rates determined with reference to current market rates at which loans with similar terms would be made to borrowers of similar credit quality.

Accrued Interest Receivable and Accrued Interest Payable – The carrying amounts are a reasonable estimate of their fair values.

Deposits – The guidance requires that the fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits, interest-bearing checking and savings accounts, be assigned fair values equal to amounts payable upon demand (carrying amounts). The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities.

Federal Funds Purchased - For these short-term liabilities, the carrying amount is a reasonable estimate of fair value.

Securities Sold under Agreements to Repurchase, FHLB Borrowings, Federal Funds Purchased, and Short-term Borrowings - For these short-term liabilities, the carrying amount is a reasonable estimate of fair value.

Long-Term Notes - Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate fair value. The fair value is estimated by discounting the future contractual cash flows using current market rates at which similar notes over the same remaining term could be obtained.

The estimated fair values of the Company's financial instruments were as follows (in thousands):

	June 30, 2011				December 31, 2010
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial assets:
Cash, interest-bearing deposits, federal funds sold, and short-term investments	$	1,358,394	$	1,358,394	$	778,851	$	778,851
Securities		4,573,973		4,573,973		1,488,885		1,488,885
Loans, net		11,136,646	$	11,474,407		4,875,167		4,753,537
Loans held for sale		67,081		67,081		21,866		21,866
Accrued interest receivable		56,990		56,990		30,157		30,157
Financial liabilities:
Deposits	$	15,587,909	$	15,617,448	$	6,775,719	$	6,787,931
Federal funds purchased		25,085		25,085		—		—
Securities sold under agreements to repurchase		888,831		888,831		364,676		364,676
Other short-term borrowings		6,800		6,800		—		—
FHLB Borrowings		10,057		10,057		10,172		10,172
Long-term notes		360,102		360,102		376		376
Accrued interest payable		10,180		10,180		4,007		4,007

XML



Securities (Tables)

6 Months Ended

Jun. 30, 2011

Securities

Schedule Of Amortized Cost And Fair Value Of Securities

	June 30, 2011								December 31, 2010
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
U.S. Treasury	$	10,804	$	47	$	—	$	10,851	$	10,797	$	52	$	5		10,844
U.S. government agencies		424,141		2,141		802		425,480		106,054		971		434		106,591
Municipal obligations		311,316		8,055		535		318,836		181,747		4,107		5,411		180,443
Mortgage-backed securities		2,248,990		42,452		6,315		2,285,127		761,704		38,032		50		799,686
CMOs		1,503,096		8,849		2,220		1,509,725		367,662		6,880		2,491		372,051
Other debt securities		17,950		957		23		18,884		14,329		999		43		15,285
Other equity securities		4,496		672		98		5,070		3,428		660		103		3,985
	$	4,520,793	$	63,173	$	9,993	$	4,573,973	$	1,445,721	$	51,701	$	8,537	$	1,488,885

Schedule Of Amortized Cost And Fair Value Of Securities Contractual Maturities

	Amortized		Fair
	Cost		Value
Securities Available for Sale
Due in one year or less	$	460,313	$	461,814
Due after one year through five years		914,213		917,332
Due after five years through ten years		462,327		474,997
Due after ten years		2,679,444		2,714,760
Equity securities		4,496		5,070
Total available for sale securities	$	4,520,793	$	4,573,973

Schedule Of Available For Sale Securities Unrealized Losses

The details concerning securities classified as available for sale with unrealized losses as of June 30, 2011 follow (in thousands):

	Losses < 12 months				Losses 12 months or >				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
U.S. Treasury	$	—	$	—	$	—	$	—	$	—	$	—
U.S. government agencies		117,917		802		—		—		117,917		802
Municipal obligations		75,975		210		12,515		325		88,490		535
Mortgage-backed securities		1,508,442		6,253		1,253		61		1,509,695		6,314
CMOs		518,953		2,220		—		—		518,953		2,220
Other debt securities		56		1		316		23		372		24
Equity securities		2,425		78		14		20		2,439		98
	$	2,223,768	$	9,564	$	14,098	$	429	$	2,237,866	$	9,993

The details concerning securities classified as available for sale with unrealized losses as of December 31, 2010 follow (in thousands):

	Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
U.S. Treasury	$	9,980	$	5	$	—	$	—	$	9,980	$	5
U.S. government agencies		74,566		434		—		—		74,566		434
Municipal obligations		57,713		3,092		19,870		2,319		77,583		5,411
Mortgage-backed securities		122		1		1,340		49		1,462		50
CMOs		122,312		2,491		—		—		122,312		2,491
Other debt securities		379		6		459		37		838		43
Equity securities		2,552		87		11		16		2,563		103
	$	267,624	$	6,116	$	21,680	$	2,421	$	289,304	$	8,537

XML



Derivatives (Narrative) (Details) (USD $)	6 Months Ended
	Jun. 30, 2011
Number of interest rate swap with an aggregate notional amount	1
Aggregate notional amount of interest rate swap	$ 448,300,000
Derivative, net hedge ineffectiveness gain (loss)	0
Decrease in interest expense	22,296
Notional amount of interest rate derivatives	448,300,000
Termination value of derivatives in a net liability position	6,000,000
Trading securities pledged as collateral	0
Interest Rate Swap [Member]
Aggregate notional amount of interest rate swap	140,000,000
Notional amount of interest rate derivatives	$ 140,000,000

XML



Acquisition Of Whitney Holding Corporation (Schedule Of Results Of Operations) (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Acquisition Of Whitney Holding Corporation
Total revenues, net of interest expense	$ 197	$ 243	$ 463	$ 498
Net income	$ 20	$ 19	$ 36	$ 70

XML



Derivates (Tables)

6 Months Ended

Jun. 30, 2011

Derivatives

Schedule Of Fair Values Of Derivative Instruments On The Balance Sheet

	Tabular Disclosure of Fair Values of Derivative Instruments
		Asset Derivatives								Liability Derivatives
	As of June 30, 2011			As of December 31, 2010				As of June 30, 2011				As of December 31, 2010
	Balance Sheet Location	Fair Value		Balance Sheet Location		Fair Value		Balance Sheet Location		Fair Value		Balance Sheet Location		Fair Value
Derivatives designated as hedging instruments
Interest rate products	Other assets	$	158		Other assets	$	—		Other liabilities	$	—		Other liabilities	$	—
Total derivatives designated as hedging instruments		$	158			$	—			$	—			$	—
Derivatives not designated as hedging instruments
Interest rate products	Other assets	$	8,481		Other assets	$	2,952		Other liabilities	$	8,716		Other liabilities	$	2,952
Total derivatives not designated as hedging instruments		$	8,481			$	2,952			$	8,716			$	2,952

Schedule Showing Effect Of Derivative Instruments On Income Statement

		Amount of Gain or (Loss) Recognized in Income on Derivative
		Three Months Ended June 30,				Six Months Ended June 30,
Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivative	2011		2010		2011		2010
Interest Rate Products	Other non-interest income	$	36	$	—	$	36	$	—
Total		$	36	$	—	$	36	$	—

XML



Retirement Plans

6 Months Ended

Jun. 30, 2011

Retirement Plans

Retirement Plans

10. Retirement Plans

Net periodic benefits cost includes the following components for the three and six months ended June 30, 2011 and 2010:

	Pension Benefits						Other Post-retirement Benefits
	Three Months Ended June 30,
	2011			2010			2011			2010
	(In thousands)
Service cost	$	1,172		$	875		$	35		$	31
Interest cost		1,363			1,308			152			139
Expected return on plan assets		(1,373	)		(1,161	)		—			—
Amortization of prior service cost		—			—			(13	)		(13	)
Amortization of net loss		586			570			134			76
Amortization of transition obligation		—			—			2			1
Net periodic benefit cost	$	1,748		$	1,592		$	310		$	234

	Pension Benefits						Other Post-retirement Benefits
	Six Months Ended June 30,
	2011			2010			2011			2010
	(In thousands)
Service cost	$	2,344		$	1,750		$	69		$	62
Interest cost		2,726			2,617			305			278
Expected return on plan assets		(2,745	)		(2,323	)		—			—
Amortization of prior service cost		—			—			(27	)		(26	)
Amortization of net loss		1,172			1,140			269			151
Amortization of transition obligation		—			—			3			2
Net periodic benefit cost	$	3,497		$	3,184		$	619		$	467

The Company anticipates that it will contribute $10.0 million to its pension plan and approximately $1.8 million to its post-retirement benefits in 2011. During the first six months of 2011, the Company contributed approximately $5.7 million to its pension plan and approximately $0.7 million for post-retirement benefits.

The Company is in the process of transitioning the legacy Whitney employees to the Company's benefit plans. The Whitney pension plan has been closed to new participants since 2008 and remains closed. The other Whitney plans continue to operate as before and will admit new participants if those participants meet the eligibility conditions and perform services at a legacy Whitney location. The merger document requires the defined benefit plan to remain in place for a period of 12 to 18 months post-merger. The Company continues to evaluate these plans for future changes and to make a determination regarding the final benefit structure.

Certain legacy Whitney employees are covered by a noncontributory qualified defined benefit pension plan. The benefits were based on an employee's total years of service and his or her highest consecutive five-year level of compensation during the final ten years of employment. Contributions were made in amounts sufficient to meet funding requirements set forth in federal employee benefit and tax laws plus such additional amounts as the Company determined to be appropriate. Whitney also had an unfunded nonqualifed defined benefit pension plan that provided retirement benefits to designated executive officers. These benefits were calculated using the qualified plan's formula, but without applying the restrictions imposed on qualified plans by certain provisions of the Internal Revenue Code. Benefits that become payable under the nonqualifed plan supplement amounts paid from the qualified plan.

Legacy Whitney sponsored an employee savings plan under Section 401(k) of the Internal Revenue Code that covered substantially all full-time employees. Tax law imposed limits on total annual participant savings. Participants were fully vested in their savings and in the matching Company contribution at all times. Concurrent with the defined-benefit plan amendments in late 2008, the Board also approved amendments to the employee savings plan. These amendments authorized the Company to make discretionary profit sharing contributions, beginning in 2009, on behalf of participants in the savings plan who are either (a) ineligible to participate in the qualified defined-benefit plan or (b) subject to the freeze in benefit accruals under the defined-benefit plan. The discretionary profit sharing contribution for a plan year was up to 4% of the participants' eligible compensation for such year and was allocated only to participants who were employed on the first day of the plan year and at year end. Participants must have completed three years of service to become vested in the Company's contributions subject to earlier vesting in the case of retirement, death or disability. The Whitney board amended the plan shortly prior to the merger to provide that Whitney employees terminated in connection with the merger would also be vested in any unvested Company contributions.

Net periodic benefits cost for the Whitney sponsored plan includes the following components for the month ended June 30, 2011:

	Pension Benefits			Other Post-retirement Benefits
	Month Ended June 30, 2011
	(In thousands)
Service cost	$	536		$	4
Interest cost		952			63
Expected return on plan assets		(1,375	)		—
Net periodic benefit cost	$	113		$	67

The retirement and restoration plans' project benefit obligation (PBO) at acquisition were $217.0 million and $14.4 million respectively. These were calculated based on a discount rate of 5.35% at June 4, 2011. Plan assets for these obligations amount to $223.5 million for the retirement plan and $0 for the restoration plan at June 4, 2011.

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Basis Of Presentation

6 Months Ended

Jun. 30, 2011

Basis Of Presentation

Basis Of Presentation

1. Basis of Presentation

The condensed consolidated financial statements of Hancock Holding Company and all majority-owned subsidiaries (the "Company") included herein are unaudited; however, they include all adjustments all of which are of a normal recurring nature which, in the opinion of management, are necessary to present fairly the Company's Condensed Consolidated Balance Sheets at June 30, 2011 and December 31, 2010, the Company's Condensed Consolidated Statements of Income for the three and six months ended June 30, 2011 and 2010, the Company's Condensed Consolidated Statements of Stockholders' Equity and Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2011 and 2010. The year-end condensed balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Although the Company believes the disclosures in these financial statements are adequate to make the interim information presented not misleading, certain information relating to the Company's organization and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted in this Form 10-Q pursuant to Securities and Exchange Commission rules and regulations. These financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company's 2010 Annual Report on Form 10-K. The results of operations for the six months ended June 30, 2011 are not necessarily indicative of the results expected for the full year.

Use of Estimates

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles. The accounting principles the Company follows and the methods for applying these principles conform with accounting principles generally accepted in the United States of America and with general practices followed by the banking industry which requires management to make estimates and assumptions about future events. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities not readily apparent from other sources. On an ongoing basis, the Company evaluates its estimates, including those related to purchase accounting, the allowance for loan losses, intangible assets and goodwill, income taxes, pension and postretirement benefit plans and contingent liabilities. These estimates and assumptions are based on the Company's best estimates and judgments. The Company evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment. The Company adjusts such estimates and assumptions when facts and circumstances dictate. Illiquid credit markets, volatile equity markets, rising unemployment levels and declines in consumer spending have combined to increase the uncertainty inherent in such estimates and assumptions. Allowance for loan losses, deferred income taxes, and goodwill are potentially subject to material changes in the near term. Actual results could differ significantly from those estimates.

Certain reclassifications have been made to conform prior year financial information to the current period presentation. These reclassifications had no material impact on the unaudited condensed consolidated financial statements.

Critical Accounting Policies

There have been no material changes or developments in the Company's evaluation of accounting estimates and underlying assumptions or methodologies that the Company believes to be Critical Accounting Policies and estimates as disclosed in our Form 10-K, for the year ended December 31, 2010.

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Acquisition Of Whitney Holding Corporation (Narrative) (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Jun. 04, 2011
TARP stock redeemed	$ 307,700,000		$ 307,700,000
Purchase premium after adjusting for fair value of net assets acquired	514,000,000		514,000,000
Economies of scale expected from number of companies			2
Total purchase price					1,600,000,000
Fair value refinement period, maximum years			1
Business acquisition, purchase price allocation, total assets acquired	11,700,000,000		11,700,000,000
Business acquisition, purchase price allocation, loans and leases acquired	6,500,000,000		6,500,000,000
Business acquisition, purchase price allocation, investment securities acquired	2,600,000,000		2,600,000,000
Business acquisition, purchase price allocation, intangibles acquired	780,000,000		780,000,000
Business acquisition, purchase price allocation, liabilities assumed	10,100,000,000		10,100,000,000
Business acquisition, purchase price allocation, deposits assumed	9,200,000,000		9,200,000,000
Business acquisition, purchase price allocation, core deposit intangibles amount	189,000,000		189,000,000
Period for which the results of operations of the acquired entity are included in consolidated financial statements, in days			26
Business acquisition, effective date of acquisition			June 4, 2011
Business combination, net income of Acquirer included in consolidated statements			37,700,000
Business acquisition, merger related charges	4,400,000		4,400,000
Net income	20,000	19,000	36,000	70,000
Provision for credit losses			0
Merger related charges, total			22,200,000
Fair value of the acquired performing receivables					5,900,000,000
Gross contractual receivable	6,800,000,000		6,800,000,000
Estimate of the contractual cash flows not expected to be collected	400,000		400,000
Contingent liabilities payments to employees, fair value					59,600,000
Contractual contingency assumed liabilities for systems conversion and replacement initiative, fair value					14,000,000
Trade Names [Member]
Business acquisition, purchase price allocation, core deposit intangibles amount	54,000,000		54,000,000
Trust Relationship [Member]
Business acquisition, purchase price allocation, core deposit intangibles amount	11,000,000		11,000,000
Credit Card Relationship [Member]
Business acquisition, purchase price allocation, core deposit intangibles amount	11,000,000		11,000,000
Common Stock [Member]
Shares in Hancock for each share of Whitney			0.418
Business acquisition, number of shares issued			40,794,261
Business acquisition, fair value of shares issued	$ 1,300,000,000		$ 1,300,000,000

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Loans And Allowance For Loan Losses

6 Months Ended

Jun. 30, 2011

Loans And Allowance For Loan Losses

Loans And Allowance For Loan Losses

7. Loans and Allowance for Loan Losses

Loans, net of unearned income, totaled $11.2 billion at June 30, 2011 compared to $5.0 billion at December 31, 2010. The increase reflects the addition of loans from the Whitney acquisition. Covered loans totaled $747.8 million at June 30, 2011 compared to $809.2 million at December 31, 2010. Covered loans refer to loans we acquired in the Peoples First FDIC-assisted transaction that are subject to loss-sharing agreements with the FDIC.

Loans, net of unearned income, consisted of the following:

	June 30,		December 31,
	2011		2010
	( In thousands)
Commercial loans:
Commercial - originated	$	605,885	$	524,653
Commercial - acquired		2,424,887		—
Commercial - covered		45,959		34,650
Total commercial		3,076,731		559,303
Construction - originated		476,711		495,590
Construction - acquired		741,151		—
Construction - covered		153,489		157,267
Total construction		1,371,351		652,857
Real estate - originated		1,232,144		1,231,414
Real estate - acquired		1,861,373		—
Real estate - covered		147,520		181,873
Total real estate		3,241,037		1,413,287
Municipal loans - originated		485,233		471,057
Municipal loans - acquired		12,712		—
Municipal loans - covered		473		540
Total municipal loans		498,418		471,597
Lease financing - originated		45,982		50,721
Total commercial loans - originated		2,845,955		2,773,435
Total commercial loans - acquired		5,040,123		—
Total commercial loans - covered		347,441		374,330
Total commercial loans		8,233,519		3,147,765
Residential mortgage loans - originated		365,661		366,183
Residential mortgage loans - acquired		830,667		—
Residential mortgage loans - covered		247,489		293,506
Total residential mortgage loans		1,443,817		659,689
Indirect consumer loans - originated		278,261		309,454
Direct consumer loans - originated		597,593		597,947
Direct consumer loans - acquired		447,096		—
Direct consumer loans - covered		152,879		141,315
Total direct consumer loans		1,197,568		739,262
Finance Company loans - originated		95,888		100,994
Total originated loans		4,183,358		4,148,013
Total acquired loans		6,317,886		—
Total covered loans		747,809		809,151
Total loans	$	11,249,053	$	4,957,164

Originated - Loans which have been originated in the normal course of business.

Acquired - Loans which have been acquired and no allowance brought forward in accordance with acquisition accounting.

Covered - Loans which are covered by loss sharing agreements with the FDIC providing considerable protection against credit risk.

Changes in the carrying amount of acquired loans and accretable yield for loans receivable at June 30, 2011 are presented in the following table (in thousands):

	June 30, 2011												June 30, 2010
	Covered						Non-covered						Covered						Non-covered
	Carrying			Net			Carrying			Net			Carrying			Net			Carrying		Net
	Amount			Accretable			Amount			Accretable			Amount			Accretable			Amount		Accretable
	of Loans *			Discount			of Loans *			Discount			of Loans *			Discount			of Loans *		Discount
Six Months Ended
(In thousands)
Balance at beginning of period	$	809,459		$	107,638		$	—		$	—		$	950,430		$	315,782		$	—	$	—
Additions								536,833			94,733			—			—			—		—
Payments received, net		(87,736	)		—			(23,778	)					(112,894	)		—			—		—
Accretion		26,834			(26,834	)		3,140			(3,140	)		30,107			(30,107	)		—		—
Balance at end of period	$	748,557		$	80,804		$	516,195		$	91,593		$	867,643		$	285,675		$	—	$	—

* Excludes covered credit card loans and mortgage loans held for sale

The carrying value of acquired impaired loans with deterioration of credit quality accounted for using the cost recovery method was $39.5 million at June 30, 2011, and $45.3 million at December 31, 2010. Each of these loans is on nonaccrual status. Acquired impaired loans with deterioration of credit quality that have an accretable difference are not included in nonperforming balances even though the customer may be contractually past due. These loans will accrete interest income over the remaining life of the loan. The Company also recorded a $28.9 million allowance for additional expected losses that have arisen since acquisition of covered loans with a corresponding increase for 95% coverage in our FDIC loss share receivable, which resulted in a net provision for loan loss of $1.4 million during the six months ended June 30, 2011.

The unpaid principal balance for acquired impaired loans was $1,922 million and $1,193 million at June 30, 2011 and December 31, 2010, respectively.

It is the policy of Hancock to promptly charge off commercial, construction, and real estate loans and lease financings, or portions of these loans and leases, when available information reasonably confirms that they are uncollectible. Prior to recognizing a loss, asset value is established by determining the value of the collateral securing the loan, the borrower's and the guarantor's ability and willingness to pay. Consumer loans are generally charged down to the fair value of the collateral less cost to sell when 120 days past due. Loans deemed uncollectible are charged off against the allowance account with subsequent recoveries added back to the allowance when collected.

The following table sets forth, for the periods indicated, allowance for loan losses, amounts charged-off and recoveries of loans previously charged-off:

	Commercial			Residential mortgages			Indirect consumer			Direct consumer			Finance Company			Total
(In thousands)	June 30, 2011
Allowance for loan losses:
Beginning balance	$	56,859		$	4,626		$	2,918		$	9,322		$	8,272		$	81,997
Charge-offs		(13,664	)		(2,332	)		(921	)		(3,069	)		(2,086	)		(22,072	)
Recoveries		4,274			960			519			686			575			7,014
Net Provision for loan losses (a)		11,884			6,449			92			(1,758	)		1,299			17,966
Increase in indemnification asset (a)		19,378			3,864			—			4,260			—			27,502
Ending balance	$	78,731		$	13,567		$	2,608		$	9,441		$	8,060		$	112,407
Ending balance:
Individually evaluated for impairment	$	9,468		$	1,420		$	—		$	—		$	—		$	10,888
Ending balance:
Collectively evaluated for impairment	$	69,263		$	12,147		$	2,608		$	9,441		$	8,060		$	101,519
Ending balance:
Covered loans with deteriorated credit quality	$	20,398		$	4,485		$	—		$	4,364		$	—		$	29,247
Loans:
Ending balance:	$	8,233,519		$	1,443,817		$	278,261		$	1,197,568		$	95,888		$	11,249,053
Ending balance:
Individually evaluated for impairment	$	48,182		$	7,677		$	—		$	—		$	—		$	55,859
Ending balance:
Collectively evaluated for impairment	$	7,837,896		$	1,188,651		$	278,261		$	1,044,689		$	95,888		$	10,445,385
Ending balance:
Covered loans	$	347,441		$	247,489		$	—		$	152,879		$	—		$	747,809
Ending balance:
Acquired loans (b)	$	5,040,123		$	830,667		$	—		$	447,096		$	—		$	6,317,886

(a) The provision for loan losses is shown "net" after coverage provided by FDIC loss share agreements on covered loans. This results in an increase in the indemnification asset, which is the difference between the provision for loan losses on covered loans of $28,948, and the impairment ($1,446) on those covered loans.

(b) Acquired loans are recorded at fair value with no allowance brought forward in accordance with acquisition accounting.

				Residential			Indirect			Direct			Finance
	Commercial			mortgages			consumer			consumer			Company			Total
(In thousands)	June 30, 2010
Allowance for loan losses:
Beginning balance	$	42,484		$	4,782		$	3,826		$	7,145		$	7,813		$	66,050
Charge-offs		(21,886	)		(1,322	)		(1,594	)		(2,538	)		(2,818	)		(30,158	)
Recoveries		1,111			145			537			689			504			2,986
Net Provision for loan losses		32,322			1,453			483			1,334			2,751			38,343
Ending balance	$	54,031		$	5,058		$	3,252		$	6,630		$	8,250		$	77,221
Ending balance:
Individually evaluated for impairment	$	11,145		$	828		$	—		$	—		$	—		$	11,973
Ending balance:
Collectively evaluated for impairment	$	42,886		$	4,230		$	3,252		$	6,630		$	8,250		$	65,248
Ending balance:
Covered loans with deteriorated credit quality	$	—		$	—		$	—		$	—		$	—		$	—
Loans:
Ending balance:	$	3,042,654		$	751,259		$	329,658		$	743,118		$	105,513		$	4,972,202
Ending balance:
Individually evaluated for impairment	$	69,771		$	4,722		$	—		$	—		$	—		$	74,493
Ending balance:
Collectively evaluated for impairment	$	2,604,343		$	442,643		$	329,658		$	558,785		$	105,513		$	4,040,942
Ending balance:
Covered loans	$	368,540		$	303,894		$	—		$	184,333		$	—		$	856,767

In some instances, loans are placed on nonaccrual status. All accrued but uncollected interest related to the loan is deducted from income in the period the loan is assigned a nonaccrual status. For such period as a loan is in nonaccrual status, any cash receipts are applied first to principal, second to expenses incurred to cause payment to be made and lastly to the recovery of any reversed interest income and interest that would be due and owing subsequent to the loan being placed on nonaccrual status for all classes of financing receivables. Covered and acquired loans accounted for in accordance with ASC 310-30 are considered to be performing due to the application of the accretion method. These loans are excluded from the table due to their performing status. Certain covered loans accounted for using the cost recovery method or in accordance with ASC 310-20 are disclosed as non-accrual loans below. A reserve is recorded when estimated losses are in excess of the net purchase accounting marks. Loans under ASC 310-20 have accretable interest income over the life based on contractual payments receivable. The following table shows the composition of non-accrual loans by portfolio segment:

	June 30,		December 31,
	2011		2010
	(In thousands)
Commercial - originated	$	37,597	$	41,667
Commercial - restructured		8,410		8,712
Commercial - covered		33,869		41,917
Residential mortgages - originated		27,412		18,699
Residential mortgages - covered		2,710		3,199
Indirect consumer - originated		—		—
Direct consumer - originated		1,937		4,862
Direct consumer - acquired		1,504		—
Direct consumer - covered		2,935		170
Finance Company - originated		1,271		1,759
Total	$	117,645	$	120,985

Included in nonaccrual loans is $8.4 million in restructured commercial loans. Total troubled debt restructurings as of June 30, 2011 were $18.6 million. Loan restructurings occur when a borrower is experiencing, or is expected to experience, financial difficulties in the near-term and, consequently, a modification that would otherwise not be considered is granted to the borrower. The concessions involve paying interest only for a period of 6 to 12 months. Hancock does not typically lower the interest rate or forgive principal or interest as part of the loan modification. There have been no commitments to lend additional funds to any borrowers whose loans have been restructured. Troubled debt restructurings can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing to accrue, depending on the individual facts and circumstances of the borrower. The evaluation of the borrower's financial condition and prospects include consideration of the borrower's sustained historical repayment performance for a reasonable period prior to the date on which the loan is returned to accrual status. A sustained period of repayment performance generally would be a minimum of six months and would involve payments of cash or cash equivalents. If the borrower's ability to meet the revised payment schedule is not reasonably assured, the loan remains classified as a nonaccrual loan.

The Company's investments in impaired loans at June 30, 2011 and December 31, 2010 were $95.4 million and $107.7 million, respectively. The amount of interest that would have been recognized on nonaccrual loans for the three and six months ended June 30, 2011 was approximately $1.5 million and $2.9 million, respectively. Interest recovered on nonaccrual loans that were recorded in net income for the three and six months ended June 30, 2011 was $0.2 million and $0.7 million, respectively.

The following table presents impaired loans disaggregated by class at June 30, 2011 and December 31, 2010:

June 30, 2011	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
			(In thousands)
With no related allowance recorded:
Commercial - originated	$	12,959	$	12,959	$	—	$	18,048	$	70
Residential mortgages - originated		962		962		—		1,075		—
Residential mortgages - covered		2,710		2,710		—		2,974		—
Direct consumer - covered		2,935		2,935		—		2,189		—
		19,566		19,566		—		24,286		70
With an allowance recorded:
Commercial - originated		35,223		35,223		9,468		34,656		400
Commercial - covered		33,869		33,869		10,900		37,792		—
Residential mortgages - originated		6,715		6,715		1,420		5,443		59
		75,807		75,807		21,788		77,891		459
Total:
Commercial - originated		48,182		48,182		9,468		52,704		470
Commercial - covered		33,869		33,869		10,900		37,792		—
Residential mortgages - originated		7,677		7,677		1,420		6,518		59
Residential mortgages - covered		2,710		2,710		—		2,974		—
Direct consumer - covered		2,935		2,935		—		2,189		—
Total	$	95,373	$	95,373	$	21,788	$	102,177	$	529
December 31, 2010	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
			(In thousands)
With no related allowance recorded:
Commercial	$	22,641	$	22,641	$	—	$	26,472	$	224
Commercial - covered		41,917		41,917		—		49,070		—
Residential mortgages		1,263		1,263		—		1,601		26
Residential mortgages - covered		3,199		3,199		—		3,631		—
Direct consumer - covered		170		170		—		184		—
		69,190		69,190		—		80,958		250
With an allowance recorded:
Commercial		34,194		34,194		10,648		36,650		523
Residential mortgages		4,355		4,355		1,304		4,358		88
		38,549		38,549		11,952		41,008		611
Total:
Commercial		56,835		56,835		10,648		63,122		747
Commercial - covered		41,917		41,917		—		49,070		—
Residential mortgages		5,618		5,618		1,304		5,959		114
Residential mortgages - covered		3,199		3,199		—		3,631		—
Direct consumer - covered		170		170		—		184		—
Total	$	107,739	$	107,739	$	11,952	$	121,966	$	861

Accruing loans 90 days past due as a percent of loans was 0.04% and 0.03% at June 30, 2011 and December 31, 2010, respectively. Loans for the acquired portfolio are now accounted for under acquisition accounting and are considered performing. Covered and required loans accounted for in accordance with ASC 310-30 are considered to be performing due to the application of the accretion method. These loans are excluded from the table due to their performing status. Certain covered loans accounted for using the cost recovery method or acquired loans accounted for in accordance with ASC 310-20 are disclosed as non-current loans below. The following table presents the age analysis of past due loans at June 30, 2011 and December 31, 2010:

June 30, 2011	30-89 days past due		Greater than 90 days past due		Total past due		Current		Total Loans		Recorded investment > 90 days and accruing
	(In thousands)
Commercial - originated	$	12,600	$	39,506	$	52,106	$	2,775,243	$	2,827,349	$	1,909
Commercial - restructured		—		8,410		8,410		10,196		18,606		—
Commercial - acquired		—		—		—		5,040,123		5,040,123		—
Commercial - covered		—		33,869		33,869		313,572		347,441		—
Residential mortgages - originated		21,481		27,942		49,423		316,238		365,661		530
Residential mortgages - acquired		—		—		—		830,667		830,667		—
Residential mortgages - covered		—		2,710		2,710		244,779		247,489		—
Indirect consumer - originated		—		—		—		278,261		278,261		—
Direct consumer - originated		2,311		2,002		4,313		593,280		597,593		65
Direct consumer - acquired		1,776		3,057		4,833		442,263		447,096		1,553
Direct consumer - covered		—		2,935		2,935		149,944		152,879		—
Finance Company		2,740		1,271		4,011		91,877		95,888		—
Total	$	40,908	$	121,702	$	162,610	$	11,086,443	$	11,249,053	$	4,057
December 31, 2010	30-89 days past due		Greater than 90 days past due		Total past due		Current		Total Loans		Recorded investment > 90 days and accruing
	(In thousands)
Commercial	$	12,463	$	41,967	$	54,430	$	2,706,363	$	2,760,793	$	300
Commercial - restructured		—		8,712		8,712		3,929		12,641		—
Commercial - covered		—		41,917		41,917		332,414		374,331		—
Residential mortgages		22,109		19,573		41,682		324,502		366,184		874
Residential mortgages - covered		—		3,199		3,199		290,306		293,505		—
Indirect consumer		—		—		—		309,454		309,454		—
Direct consumer		4,488		5,180		9,668		588,279		597,947		318
Direct consumer - covered		—		170		170		141,145		141,315		—
Finance Company		2,011		1,759		3,770		97,224		100,994		—
Total	$	41,071	$	122,477	$	163,548	$	4,793,616	$	4,957,164	$	1,492

The following table presents the credit quality indicators of the Company's various classes of loans at June 30, 2011 and December 31, 2010:

Commercial credit exposure

Credit risk profile by creditworthiness category

	June 30, 2011								December 31, 2010
	Commercial - originated		Commercial - acquired		Commercial - covered		Total commercial		Commercial - originated		Commercial - covered		Total commercial
	(In thousands)								(In thousands)
Grade:
Pass	$	2,419,097	$	4,205,394	$	37,910	$	6,662,401	$	2,332,952	$	45,609	$	2,378,561
Pass-Watch		102,524		—		24,998		127,522		138,839		35,289		174,128
Special Mention		15,887		145,666		14,265		175,818		26,216		21,031		47,247
Substandard		245,407		685,878		134,788		1,066,073		265,180		254,033		519,213
Doubtful		63,040		3,185		135,480		201,705		10,247		18,369		28,616
Loss		—		—		—		—		—		—		—
Total	$	2,845,955	$	5,040,123	$	347,441	$	8,233,519	$	2,773,434	$	374,331	$	3,147,765

Residential mortgage credit exposure

Credit risk profile by internally assigned grade

	June 30, 2011								December 31, 2010
	Residential mortgages - originated		Residential mortgages - acquired		Residential mortgages - covered		Total residential mortgages		Residential mortgages - originated		Residential mortgages - covered		Total residential mortgages
	(In thousands)								(In thousands)
Grade:
Pass	$	277,441	$	745,537	$	112,434	$	1,135,412	$	284,712	$	159,885	$	444,597
Pass-Watch		6,010		—		21,699		27,709		7,857		29,673		37,530
Special Mention		546		9,856		8,156		18,558		—		15,220		15,220
Substandard		81,664		73,419		96,375		251,458		73,615		87,636		161,251
Doubtful		—		1,824		8,825		10,649		—		1,091		1,091
Loss		—		31		—		31		—		—		—
Total	$	365,661	$	830,667	$	247,489	$	1,443,817	$	366,184	$	293,505	$	659,689

Consumer credit exposure

Credit risk profile based on payment activity

	June 30, 2011
	Direct consumer - originated		Direct consumer - acquired		Direct consumer - covered		Total direct consumer		Indirect consumer		Finance company
	(In thousands)
Performing	$	595,656	$	445,592	$	149,944	$	1,191,192	$	278,261	$	94,617
Nonperforming		1,937		1,504		2,935		6,376		—		1,271
Total	$	597,593	$	447,096	$	152,879	$	1,197,568	$	278,261	$	95,888

	December 31, 2010
	Direct consumer - originated		Direct consumer - covered		Total direct consumer		Indirect consumer		Finance company
	(In thousands)
Performing	$	593,085	$	141,145	$	734,230	$	309,454	$	99,235
Nonperforming		4,862		170		5,032		—		1,759
Total	$	597,947	$	141,315	$	739,262	$	309,454	$	100,994

All loans are reviewed periodically over the course of the year. Lending officers are primarily responsible for ongoing monitoring and the assignment of risk ratings to individual loans based on established guidelines. An independent credit review function assesses the accuracy of officer ratings and the timeliness of rating changes and performs reviews of the underwriting processes.

Below are the definitions of the Company's internally assigned grades:

• Pass - loans properly approved, documented, collateralized, and performing which do not reflect an abnormal credit risk.

• Pass - Watch - Credits in this category are of sufficient risk to cause concern. This category is reserved for credits that display negative performance trends. The "Watch" grade should be regarded as a transition category.

• Special Mention - These credits exhibit some signs of "Watch", but to a greater magnitude. These credits constitute an undue and unwarranted credit risk, but not to a point of justifying a classification of "Substandard". They have weaknesses that, if not checked or corrected, weaken the asset or inadequately protect the bank.

• Substandard - These credits constitute an unacceptable risk to the bank. They have recognized credit weaknesses that jeopardize the repayment of the debt. Repayment sources are marginal or unclear. Credits that have debt service coverage less than one-to-one (1:1) or are collateral dependent will almost always be accorded this grade.

• Doubtful - A Doubtful credit has all of the weaknesses inherent in one classified "Substandard" with the added characteristic that weaknesses make collection or liquidation in full questionable or improbable. The possibility of a loss is extremely high.

• Loss - Credits classified as Loss are considered uncollectable and should be charged off promptly once so classified.

• Performing - Loans on which payments of principal and interest are less than 90 days past due.

• Non-performing - A non-performing loan is a loan that is in default or close to being in default and there are good reasons to doubt that payments will be made in full. All loans rated as non-accrual are also non-performing.

The Company held $67.1 million and $21.9 million in loans held for sale at June 30, 2011 and December 31, 2010, respectively, carried at lower of cost or fair value. Of the $67.1 million, $35.9 million are problem commercial loans held for sale. The remainder of $31.2 million is mortgage loans for sale. Gain on the sale of loans totaled $0.05 million and $1.0 million for the six months ended June 30, 2011 and 2010, respectively. Mortgage loans held for sale are originated on a best-efforts basis, whereby a commitment by a third party to purchase the loan has been received concurrent with the Banks' commitment to the borrower to originate the loan.

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Other Expense

6 Months Ended

Jun. 30, 2011

Other Expense

Other Expense

12. Other Expense

Components of other expense are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
	(In thousands)				(In thousands)
Data processing expense	$	7,106	$	6,382	$	12,251	$	12,520
Insurance expense		652		498		1,154		989
Ad valorem and franchise taxes		1,557		1,049		2,594		2,030
Deposit insurance and regulatory fees		3,232		2,904		6,344		5,538
Postage and communications		3,642		2,651		6,402		5,223
Stationery and supplies		1,512		773		2,085		1,357
Advertising		2,127		2,193		4,176		3,538
Training expenses		208		163		408		333
Other fees		955		876		1,813		1,877
Travel expense		677		658		1,065		1,072
Other real estate owned expense, net		1,860		2,027		3,301		2,708
Other expense		3,375		2,720		5,855		5,649
Total other expense	$	26,903	$	22,894	$	47,448	$	42,834

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Income Taxes (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Income Taxes
Uncertain tax positions	$ 0	$ 0
Valuation allowances	$ 0

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Earnings Per Share

6 Months Ended

Jun. 30, 2011

Earnings Per Share

Earnings Per Share

8. Earnings Per Share

The Company adopted the FASB's authoritative guidance regarding the determination of whether instruments granted in share-based payment transactions are participating securities. This guidance provides that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and should be included in the computation of earnings per share pursuant to the two-class method. This guidance was effective January 1, 2010.

Following is a summary of the information used in the computation of earnings per common share (in thousands), using the two-class method:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Numerator:
Net income to common shareholders	$	12,088	$	6,500	$	27,416	$	20,334
Net income allocated to participating securities - basic and diluted		77		58		151		115
Net income allocated to common shareholders - basic and diluted	$	12,011	$	6,442	$	27,265	$	20,219
Denominator:
Weighted-average common shares - basic		54,890		36,876		46,160		36,855
Dilutive potential common shares		145		202		150		220
Weighted average common shares - diluted		55,035		37,078		46,310		37,075
Earnings per common share:
Basic	$	0.22	$	0.17	$	0.59	$	0.55
Diluted	$	0.22	$	0.17	$	0.59	$	0.55

The converted Whitney options of 775,261 were anti-dilutive share-based incentives outstanding for the three and six months ended June 30, 2011.

There were no other anti-dilutive share-based incentives outstanding for the three and six months ended June 30, 2011 and June 30, 2010.

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Other Service Charges, Commission And Fees, And Other Income (Tables)

6 Months Ended

Jun. 30, 2011

Other Service Charges, Commission And Fees, And Other Income

Components Of Other Service Charges, Commission And Fees

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
	(In thousands)				(In thousands)
Trust fees	$	5,301	$	4,408	$	9,292	$	8,254
Debit card merchant discount fees		5,968		3,928		9,478		7,524
Income from insurance operations		4,628		3,641		7,878		7,153
Investment and annuity fees		3,267		2,663		6,400		4,942
ATM fees		3,290		2,321		6,021		4,272
Total other service charges, commissions and fees	$	22,454	$	16,961	$	39,069	$	32,145

Components Of Other Income

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
	(In thousands)				(In thousands)
Secondary mortgage market operations	$	1,877	$	1,529	$	3,444	$	3,169
Income from bank owned life insurance		1,902		1,402		3,249		2,676
Safety deposit box income		285		180		536		425
Letter of credit fees		758		370		1,104		632
Gain/loss on sale of assets		11		156		606		282
Accretion of indemnification asset		5,450		1,290		8,494		1,290
Other		1,635		1078		2510		2239
Total other income	$	11,918	$	6,005	$	19,943	$	10,713

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Securities

6 Months Ended

Jun. 30, 2011

Securities

Securities

6. Securities

The amortized cost and fair value of securities classified as available for sale follow (in thousands):

	June 30, 2011								December 31, 2010
			Gross		Gross						Gross		Gross
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Value
U.S. Treasury	$	10,804	$	47	$	—	$	10,851	$	10,797	$	52	$	5		10,844
U.S. government agencies		424,141		2,141		802		425,480		106,054		971		434		106,591
Municipal obligations		311,316		8,055		535		318,836		181,747		4,107		5,411		180,443
Mortgage-backed securities		2,248,990		42,452		6,315		2,285,127		761,704		38,032		50		799,686
CMOs		1,503,096		8,849		2,220		1,509,725		367,662		6,880		2,491		372,051
Other debt securities		17,950		957		23		18,884		14,329		999		43		15,285
Other equity securities		4,496		672		98		5,070		3,428		660		103		3,985
	$	4,520,793	$	63,173	$	9,993	$	4,573,973	$	1,445,721	$	51,701	$	8,537	$	1,488,885

The amortized cost and fair value of securities classified as available for sale at June 30, 2011, by contractual maturity, (expected maturities will differ from contractual maturities because of rights to call or repay obligations with or without penalties (in thousands):

	Amortized		Fair
	Cost		Value
Securities Available for Sale
Due in one year or less	$	460,313	$	461,814
Due after one year through five years		914,213		917,332
Due after five years through ten years		462,327		474,997
Due after ten years		2,679,444		2,714,760
Equity securities		4,496		5,070
Total available for sale securities	$	4,520,793	$	4,573,973

The Company held no securities classified as held to maturity or trading at June 30, 2011 or December 31, 2010.

The details concerning securities classified as available for sale with unrealized losses as of June 30, 2011 follow (in thousands):

	Losses < 12 months				Losses 12 months or >				Total
	Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses		Fair Value		Gross Unrealized Losses
U.S. Treasury	$	—	$	—	$	—	$	—	$	—	$	—
U.S. government agencies		117,917		802		—		—		117,917		802
Municipal obligations		75,975		210		12,515		325		88,490		535
Mortgage-backed securities		1,508,442		6,253		1,253		61		1,509,695		6,314
CMOs		518,953		2,220		—		—		518,953		2,220
Other debt securities		56		1		316		23		372		24
Equity securities		2,425		78		14		20		2,439		98
	$	2,223,768	$	9,564	$	14,098	$	429	$	2,237,866	$	9,993

The details concerning securities classified as available for sale with unrealized losses as of December 31, 2010 follow (in thousands):

	Losses < 12 months				Losses 12 months or >				Total
			Gross				Gross				Gross
	Fair		Unrealized		Fair		Unrealized		Fair		Unrealized
	Value		Losses		Value		Losses		Value		Losses
U.S. Treasury	$	9,980	$	5	$	—	$	—	$	9,980	$	5
U.S. government agencies		74,566		434		—		—		74,566		434
Municipal obligations		57,713		3,092		19,870		2,319		77,583		5,411
Mortgage-backed securities		122		1		1,340		49		1,462		50
CMOs		122,312		2,491		—		—		122,312		2,491
Other debt securities		379		6		459		37		838		43
Equity securities		2,552		87		11		16		2,563		103
	$	267,624	$	6,116	$	21,680	$	2,421	$	289,304	$	8,537

The unrealized losses relate to fixed-rate debt securities that have incurred fair value reductions due to higher market interest rates since the respective purchase date. The unrealized losses are not likely to reverse unless and until market interest rates decline to the levels that existed when the securities were purchased. Since none of the unrealized losses relate to the marketability of the securities or the issuer's ability to honor redemption obligations, none of the securities are deemed to be other than temporarily impaired.

As of June 30, 2011, the securities portfolio totaled $4.6 billion and as of December 31, 2010, the securities portfolio totaled $1.4 billion. Of the total portfolio, $2.2 billion of securities were in an unrealized loss position of $10 million. Management and the Asset/Liability Committee continually monitor the securities portfolio and management is able to effectively measure and monitor the unrealized loss position on these securities. The Company has adequate liquidity and therefore does not plan to sell and is more likely than not, not to be required to sell these securities before recovery. Accordingly, the unrealized loss of these securities has not been determined to be other than temporary.

Securities with a carrying value of approximately $2.7 billion at June 30, 2011 and $1.3 billion at December 31, 2010 were pledged primarily to secure public deposits and securities sold under agreements to repurchase.

Short-term Investments

The Company held no short-term investments at June 30, 2011 and $275.0 million at December 31, 2010 in U.S. government agency discount notes as securities available for sale at amortized cost. Short-term investments all mature in less than 1 year. As the amortized cost is a reasonable estimate for fair value of these short-term investments, there were no gross unrealized losses to evaluate for impairment at December 31, 2010.

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Securities (Schedule Of Available For Sale Securities Unrealized Losses) (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Available for sale securities, Losses less than 12 months, Fair Value	$ 2,223,768	$ 267,624
Available for sale securities, Losses Less than 12 months, Gross Unrealized Losses	9,564	6,116
Available for sale securities, Losses 12 months or longer, Fair value	14,098	21,680
Available for sale securities, Losses 12 months or longer, Gross Unrealized Losses	429	2,421
Available for sale securities, Total, Fair value	2,237,866	289,304
Available for sale securities, Total, Gross Unrealized Losses	9,993	8,537
U.S. Treasury [Member]
Available for sale securities, Losses less than 12 months, Fair Value		9,980
Available for sale securities, Losses Less than 12 months, Gross Unrealized Losses		5
Available for sale securities, Total, Fair value		9,980
Available for sale securities, Total, Gross Unrealized Losses		5
U.S. Government Agencies [Member]
Available for sale securities, Losses less than 12 months, Fair Value	117,917	74,566
Available for sale securities, Losses Less than 12 months, Gross Unrealized Losses	802	434
Available for sale securities, Total, Fair value	117,917	74,566
Available for sale securities, Total, Gross Unrealized Losses	802	434
Municipal Obligations [Member]
Available for sale securities, Losses less than 12 months, Fair Value	75,975	57,713
Available for sale securities, Losses Less than 12 months, Gross Unrealized Losses	210	3,092
Available for sale securities, Losses 12 months or longer, Fair value	12,515	19,870
Available for sale securities, Losses 12 months or longer, Gross Unrealized Losses	325	2,319
Available for sale securities, Total, Fair value	88,490	77,583
Available for sale securities, Total, Gross Unrealized Losses	535	5,411
Mortgage-Backed Securities [Member]
Available for sale securities, Losses less than 12 months, Fair Value	1,508,442	122
Available for sale securities, Losses Less than 12 months, Gross Unrealized Losses	6,253	1
Available for sale securities, Losses 12 months or longer, Fair value	1,253	1,340
Available for sale securities, Losses 12 months or longer, Gross Unrealized Losses	61	49
Available for sale securities, Total, Fair value	1,509,695	1,462
Available for sale securities, Total, Gross Unrealized Losses	6,314	50
Collateralized Mortgage Obligations [Member]
Available for sale securities, Losses less than 12 months, Fair Value	518,953	122,312
Available for sale securities, Losses Less than 12 months, Gross Unrealized Losses	2,220	2,491
Available for sale securities, Total, Fair value	518,953	122,312
Available for sale securities, Total, Gross Unrealized Losses	2,220	2,491
Other Debt Securities [Member]
Available for sale securities, Losses less than 12 months, Fair Value	56	379
Available for sale securities, Losses Less than 12 months, Gross Unrealized Losses	1	6
Available for sale securities, Losses 12 months or longer, Fair value	316	459
Available for sale securities, Losses 12 months or longer, Gross Unrealized Losses	23	37
Available for sale securities, Total, Fair value	372	838
Available for sale securities, Total, Gross Unrealized Losses	24	43
Equity Securities [Member]
Available for sale securities, Losses less than 12 months, Fair Value	2,425	2,552
Available for sale securities, Losses Less than 12 months, Gross Unrealized Losses	78	87
Available for sale securities, Losses 12 months or longer, Fair value	14	11
Available for sale securities, Losses 12 months or longer, Gross Unrealized Losses	20	16
Available for sale securities, Total, Fair value	2,439	2,563
Available for sale securities, Total, Gross Unrealized Losses	$ 98	$ 103

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Condensed Consolidated Statements Of Stockholders' Equity (Parenthetical) (USD $) In Thousands, except Per Share data	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Condensed Consolidated Statements Of Stockholders' Equity
Cash dividends declared, per common share	$ 0.48	$ 0.48
Common stock issued, long-term incentive plan, income tax benefit	$ 151	$ 203

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Acquisition Of Whitney Holding Corporation

6 Months Ended

Jun. 30, 2011

Acquisition Of Whitney Holding Corporation

Acquisition Of Whitney Holding Corporation

2. Acquisition of Whitney Holding Corporation

On June 4, 2011, Hancock acquired all of the outstanding common stock of Whitney Holding Corporation (Whitney), a bank holding company based in New Orleans, Louisiana, in a stock and cash transaction. The results of operations acquired in the Whitney transaction have been included in the Company's financial results since June 4, 2011. Whitney common shareholders received 0.418 shares of Hancock common stock in exchange for each share of Whitney stock, resulting in Hancock issuing 40,794,261 common shares at a fair value of $1.3 billion. The Whitney TARP preferred stock plus warrants of $307.7 million was purchased by the Company as part of the merger transaction. In total, the purchase price was approximately $1.6 billion based on the fair value on the acquisition date of Hancock common stock exchanged and the options to purchase Hancock common stock, and cash paid for the TARP preferred stock and warrant.

The Whitney transaction was accounted for using the purchase acquisition method of accounting and accordingly, assets acquired, liabilities assumed and consideration exchanged were recorded at estimated fair value on the acquisition date. Fair values are preliminary and subject to refinement for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available. Assets acquired totaled $11.7 billion, including $6.5 billion in loans, $2.6 billion of investment securities, and $780 million of intangibles. Liabilities assumed were $10.1 billion, including $9.2 billion of deposits.

Preliminary goodwill of $514 million is calculated as the purchase premium after adjusting for the fair value of net assets acquired and represents the value expected from the synergies created from combining the businesses as well as the economies of scale expected from combining the operations of the two companies.

The following table provides the assets purchased and the liabilities assumed and the adjustments to fair value:

Preliminary Statement of Net Assets Acquired (at fair value) (in millions) June 4,  2011

ASSETS
Cash and cash equivalents	$	957
Loans held for sale		57
Securities		2,635
Loans and leases		6,456
Property and equipment		284
Other intangible assets (1)		266
Other assets		580
Total identifiable assets assets	$	11,235
LIABILITIES
Deposits	$	9,182
Borrowings		776
Other liabilities		175
Total liabilities	$	10,133
Net identifiable assets acquired	$	1,102
Goodwill (2)		514
Net assets acquired	$	1,616
CONSIDERATION:
Hancock Holding Company common shares issued (in millions)		41
Purchase price per share of the Company's common stock (3)		32.04
Company common stock issued and cash exchanged for fractional shares	$	1,307
Stock options converted		1
Cash paid for TARP preferred stock and warrant		308
Fair value of total consideration transferred	$	1,616

(1) Intangible assets consists of core deposit intangible of $189 million, trade name of $54 million, trust relationships of $11 million, and credit card relationships of $11 million. The amortization is life 12 - 17 years for the CDI intangible asset; 15 years for credit card relationships and 10 years for trust. They will be amortized on an accelerated basis.

(2) No goodwill is expected to be deductible for federal income tax purposes. The goodwill will be primarily allocated to the Whitney Bank segment.

(3) The value of the shares of common stock exchanged with Whitney shareholders was based upon the closing price of the Company's common stock at June 3, 2011, the last traded day prior to the date of acquisition.

The following table provides a reconciliation of goodwill and other non-amortizing intangibles:

	June 30, 2011
Goodwill and non-amortizing intangibles at December 31, 2010	$	61,631
Additions:
Goodwill Whitney acquisition		513,917
Trade Name Whitney acquisition		54,140
Goodwill and non-amortizing intangibles at June 30, 2011	$	629,688

The operating results of the Company for the period ended June 30, 2011 include the operating results of the acquired assets and assumed liabilities for the 26 days subsequent to the acquisition date of June 4, 2011. The operations of Whitney provided $37.7 million in revenue, net of interest expense, and $4.4 million in net income for the period from the acquisition and is included in the consolidated financial statements. Whitney's results of operations prior to the acquisition are not included in Hancock's consolidated statement of income.

Merger related charges of $22.2 million are recorded in the consolidated statement of income and include incremental costs to integrate the operations of the Company and Whitney. Such expenses were for professional services and other temporary help fees associated with the conversion of systems and integration of operations; costs related to branch and office consolidations, costs related to termination of existing contractual arrangements for various services, marketing and promotion expenses, retention and severance and incentive compensation costs, travel costs, and printing, supplies and other costs.

The following unaudited pro forma information presents the results of operations for three months ended and six months ended June 30, 2011 and 2010, as if the acquisition had occurred January 1 of each year. These adjustments include the impact of certain purchase accounting adjustments such as intangible assets amortization, fixed assets depreciation and reversal of Whitney's provision. In addition, the $22.2 million in merger expenses discussed above are included in each year. Additionally, the Company expects to achieve further operating cost savings and other business synergies as a result of the acquisition which are not reflected in the pro forma amounts. These unaudited pro forma results are presented for illustrative purposes and are not intended to represent or be indicative of the actual results of operations of the combined company that would have been achieved had the acquisition occurred at the beginning of each period presented, nor are they intended to represent or be indicative of future results of operations.

	Three Months Ended				Six Months Ended
	June 30, 2011		June 30, 2010		June 30, 2011		June 30, 2010
(In millions)
Total revenues, net of interest expense	$	197	$	243	$	463	$	498
Net Income		20		19	$	36	$	70

In many cases, determining the fair value of the acquired assets and assumed liabilities required the Company to estimate cash flows expected to result from those assets and liabilities and to discount those cash flows at appropriate rates of interest. The most significant of those determinations related to the fair valuation of acquired loans. For such loans, the excess of cash flows expected at acquisition over the estimated fair value is recognized as interest income over the remaining lives of the loans. The difference between contractually required payments at acquisition and the cash flows expected to be collected at acquisition reflects the impact of estimated credit losses and other factors, such as prepayments. In accordance with GAAP, there was no carry-over of Whitney's previously established allowance for credit losses.

The acquired loans were divided into loans with evidence of credit quality deterioration which are accounted for under ASC 310-30 (acquired impaired) and loans that do not meet this criteria, which are accounted for under ASC 310-20 (acquired performing). In addition, the loans are further categorized into different loan pools per loan types. The Company determined expected cash flows on the acquired loans based on the best available information at the date of acquisition. If new information is obtained about facts and circumstances about expected cash flows that existed as of the acquisition date, management will adjust accordingly in accordance with accounting for business combinations.

Loans at the acquisition date of June 4, 2011 are presented in the following table.

	Acquired Impaired		Acquired Performing		Total Acquired Loans
	(In thousands)
Commercial non-real estate	$	131,729	$	2,328,082	$	2,459,811
Commercial real estate owner-occupied		90,231		951,661		1,041,892
Construction and land development		161,478		566,597		728,075
Commercial real estate non-owner occupied		85,015		842,622		927,637
Total commercial/real estate		468,453		4,688,962		5,157,415
Residential mortgage		68,380		788,999		857,379
Consumer		—		441,228		441,228
Total	$	536,833	$	5,919,189	$	6,456,022

The following table presents (in thousands) the acquired impaired loans receivable at the acquisition date.

Contractually required principal and interest payments	$	879,385
Nonaccretable difference		247,819
Cash flows expected to be collected		631,566
Accretable difference		94,733
Fair value of loans acquired with a deterioration of credit quality	$	536,833

The fair value of the acquired performing receivables at June 4, 2011, was $5.9 billion. The gross contractually required principal and interest payments receivable for acquired performing loans was $6.8 billion. The best estimate of contractual cash flows not expected to be collected is $0.4 million.

The fair value of net assets acquired includes certain contingent liabilities that were recorded as of the acquisition date. Whitney has been named as a defendant in various pending legal actions and proceedings arising in connection with its activities as a financial services institution. Some of these legal actions and proceedings include claims for substantial compensatory and/or punitive damages or claims for indeterminate amounts of damages. Whitney is also involved in investigations and/or proceedings by governmental and self-regulatory agencies. Due to the number of variables and assumptions involved in assessing the possible outcome of these legal actions, sufficient information did not exist to reasonably estimate the fair value of these contingent liabilities. As such, these contingences have been measured in accordance with accounting guidance on contingencies which states that a loss is recognized when it is probable of occurring and the loss amount can be reasonably estimated.

In connection with the Whitney acquisition, on June 4, 2011, the Company recorded a liability for contingent payments to certain employees for arrangements that were in existence prior to acquisition. The fair value of this liability was $59.6 million. The Company also recorded a liability with a fair value of $14.0 million for a contractual contingency assumed in connection with Whitney's obligations under contracts for a systems conversion and replacement initiative. This initiative was suspended in anticipation of the acquisition. Substantially all of these liabilities are expected to be paid within one year from acquisition date.

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Acquisition Of Whitney Holding Corporation (Schedule Of Acquired Impaired loans Receivable At The Acquisition Date) (Details) (USD $) In Thousands	Jun. 30, 2011
Acquisition Of Whitney Holding Corporation
Contractually required principal payments receivable	$ 879,385
Nonaccretable difference	247,819
Present value of cash flows expected to be collected	631,566
Accretable difference	94,733
Fair value of acquired impaired loans	$ 536,833

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Retirement Plans (Tables)

6 Months Ended

1 Months Ended

Jun. 30, 2011

Jun. 30, 2011

Whitney Sponsored Plan [Member]

Components Of Net Periodic Benefits Cost

	Pension Benefits						Other Post-retirement Benefits
	Three Months Ended June 30,
	2011			2010			2011			2010
	(In thousands)
Service cost	$	1,172		$	875		$	35		$	31
Interest cost		1,363			1,308			152			139
Expected return on plan assets		(1,373	)		(1,161	)		—			—
Amortization of prior service cost		—			—			(13	)		(13	)
Amortization of net loss		586			570			134			76
Amortization of transition obligation		—			—			2			1
Net periodic benefit cost	$	1,748		$	1,592		$	310		$	234

	Pension Benefits						Other Post-retirement Benefits
	Six Months Ended June 30,
	2011			2010			2011			2010
	(In thousands)
Service cost	$	2,344		$	1,750		$	69		$	62
Interest cost		2,726			2,617			305			278
Expected return on plan assets		(2,745	)		(2,323	)		—			—
Amortization of prior service cost		—			—			(27	)		(26	)
Amortization of net loss		1,172			1,140			269			151
Amortization of transition obligation		—			—			3			2
Net periodic benefit cost	$	3,497		$	3,184		$	619		$	467

	Pension Benefits			Other Post-retirement Benefits
	Month Ended June 30, 2011
	(In thousands)
Service cost	$	536		$	4
Interest cost		952			63
Expected return on plan assets		(1,375	)		—
Net periodic benefit cost	$	113		$	67

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Loans And Allowance For Loan Losses (Summary Of Impaired Loans Disaggregated By Class) (Details) (USD $) In Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2011	Dec. 31, 2010
Recorded Investment	$ 95,373	$ 107,739
Unpaid Principal Balance	95,373	107,739
Investments in impaired loans	21,788	11,952
Average Recorded Investment	102,177	121,966
Interest Income Recognized	529	861
Commercial Loan [Member]
Recorded Investment		56,835
Unpaid Principal Balance		56,835
Investments in impaired loans		10,648
Average Recorded Investment		63,122
Interest Income Recognized		747
Commercial Loan [Member] | With No Related Allowance Recorded [Member]
Recorded Investment		22,641
Unpaid Principal Balance		22,641
Average Recorded Investment		26,472
Interest Income Recognized		224
Commercial Loan [Member] | With A Related Allowance Recorded [Member]
Recorded Investment		34,194
Unpaid Principal Balance		34,194
Investments in impaired loans		10,648
Average Recorded Investment		36,650
Interest Income Recognized		523
Commercial - Originated [Member]
Recorded Investment	48,182
Unpaid Principal Balance	48,182
Investments in impaired loans	9,468
Average Recorded Investment	52,704
Interest Income Recognized	470
Commercial - Originated [Member] | With No Related Allowance Recorded [Member]
Recorded Investment	12,959
Unpaid Principal Balance	12,959
Average Recorded Investment	18,048
Interest Income Recognized	70
Commercial - Originated [Member] | With A Related Allowance Recorded [Member]
Recorded Investment	35,223
Unpaid Principal Balance	35,223
Investments in impaired loans	9,468
Average Recorded Investment	34,656
Interest Income Recognized	400
Commercial - Covered [Member]
Recorded Investment	33,869	41,917
Unpaid Principal Balance	33,869	41,917
Investments in impaired loans	10,900
Average Recorded Investment	37,792	49,070
Commercial - Covered [Member] | With No Related Allowance Recorded [Member]
Recorded Investment		41,917
Unpaid Principal Balance		41,917
Average Recorded Investment		49,070
Commercial - Covered [Member] | With A Related Allowance Recorded [Member]
Recorded Investment	33,869
Unpaid Principal Balance	33,869
Investments in impaired loans	10,900
Average Recorded Investment	37,792
Residential Mortgages [Member]
Recorded Investment		5,618
Unpaid Principal Balance		5,618
Investments in impaired loans		1,304
Average Recorded Investment		5,959
Interest Income Recognized		114
With No Related Allowance Recorded [Member] | Residential Mortgages [Member]
Recorded Investment		1,263
Unpaid Principal Balance		1,263
Average Recorded Investment		1,601
Interest Income Recognized		26
With A Related Allowance Recorded [Member] | Residential Mortgages [Member]
Recorded Investment		4,355
Unpaid Principal Balance		4,355
Investments in impaired loans		1,304
Average Recorded Investment		4,358
Interest Income Recognized		88
Residential Mortgages - Originated [Member]
Recorded Investment	7,677
Unpaid Principal Balance	7,677
Investments in impaired loans	1,420
Average Recorded Investment	6,518
Interest Income Recognized	59
Residential Mortgages - Originated [Member] | With No Related Allowance Recorded [Member]
Recorded Investment	962
Unpaid Principal Balance	962
Average Recorded Investment	1,075
Residential Mortgages - Originated [Member] | With A Related Allowance Recorded [Member]
Recorded Investment	6,715
Unpaid Principal Balance	6,715
Investments in impaired loans	1,420
Average Recorded Investment	5,443
Interest Income Recognized	59
Residential Mortgages - Covered [Member]
Recorded Investment	2,710	3,199
Unpaid Principal Balance	2,710	3,199
Average Recorded Investment	2,974	3,631
Residential Mortgages - Covered [Member] | With No Related Allowance Recorded [Member]
Recorded Investment	2,710	3,199
Unpaid Principal Balance	2,710	3,199
Average Recorded Investment	2,974	3,631
Direct Consumer - Covered [Member]
Recorded Investment	2,935	170
Unpaid Principal Balance	2,935	170
Average Recorded Investment	2,189	184
Direct Consumer - Covered [Member] | With No Related Allowance Recorded [Member]
Recorded Investment	2,935	170
Unpaid Principal Balance	2,935	170
Average Recorded Investment	2,189	184
With No Related Allowance Recorded [Member]
Recorded Investment	19,566	69,190
Unpaid Principal Balance	19,566	69,190
Average Recorded Investment	24,286	80,958
Interest Income Recognized	70	250
With A Related Allowance Recorded [Member]
Recorded Investment	75,807	38,549
Unpaid Principal Balance	75,807	38,549
Investments in impaired loans	21,788	11,952
Average Recorded Investment	77,891	41,008
Interest Income Recognized	$ 459	$ 611

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Loans And Allowance For Loan Losses (Schedule Of Credit Quality Indicators Of Various Classes Of Loans) (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Loans with Deterioration of Credit Quality	$ 536,833
Pass [Member] | Commercial - Originated [Member]
Loans with Deterioration of Credit Quality	2,419,097	2,332,952
Pass [Member] | Commercial - Covered [Member]
Loans with Deterioration of Credit Quality	37,910	45,609
Pass [Member] | Commercial - Acquired [Member]
Loans with Deterioration of Credit Quality	4,205,394
Pass [Member] | Total Commercial [Member]
Loans with Deterioration of Credit Quality	6,662,401	2,378,561
Pass-Watch [Member] | Commercial - Originated [Member]
Loans with Deterioration of Credit Quality	102,524	138,839
Pass-Watch [Member] | Commercial - Covered [Member]
Loans with Deterioration of Credit Quality	24,998	35,289
Pass-Watch [Member] | Total Commercial [Member]
Loans with Deterioration of Credit Quality	127,522	174,128
Special Mention [Member] | Commercial - Originated [Member]
Loans with Deterioration of Credit Quality	15,887	26,216
Special Mention [Member] | Commercial - Covered [Member]
Loans with Deterioration of Credit Quality	14,265	21,031
Special Mention [Member] | Commercial - Acquired [Member]
Loans with Deterioration of Credit Quality	145,666
Special Mention [Member] | Total Commercial [Member]
Loans with Deterioration of Credit Quality	175,818	47,247
Substandard [Member] | Commercial - Originated [Member]
Loans with Deterioration of Credit Quality	245,407	265,180
Substandard [Member] | Commercial - Covered [Member]
Loans with Deterioration of Credit Quality	134,788	254,033
Substandard [Member] | Commercial - Acquired [Member]
Loans with Deterioration of Credit Quality	685,878
Substandard [Member] | Total Commercial [Member]
Loans with Deterioration of Credit Quality	1,066,073	519,213
Doubtful [Member] | Commercial - Originated [Member]
Loans with Deterioration of Credit Quality	63,040	10,247
Doubtful [Member] | Commercial - Covered [Member]
Loans with Deterioration of Credit Quality	135,480	18,369
Doubtful [Member] | Commercial - Acquired [Member]
Loans with Deterioration of Credit Quality	3,185
Doubtful [Member] | Total Commercial [Member]
Loans with Deterioration of Credit Quality	201,705	28,616
Loss [Member] | Commercial - Originated [Member]
Loans with Deterioration of Credit Quality
Loss [Member] | Commercial - Covered [Member]
Loans with Deterioration of Credit Quality
Loss [Member] | Commercial - Acquired [Member]
Loans with Deterioration of Credit Quality
Loss [Member] | Total Commercial [Member]
Loans with Deterioration of Credit Quality
Commercial - Originated [Member]
Loans with Deterioration of Credit Quality	2,845,955	2,773,434
Commercial - Acquired [Member]
Loans with Deterioration of Credit Quality	5,040,123
Commercial - Covered [Member]
Loans with Deterioration of Credit Quality	347,441	374,331
Total Commercial [Member]
Loans with Deterioration of Credit Quality	$ 8,233,519	$ 3,147,765

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Securities (Schedule Of Amortized Cost And Fair Value Of Securities Contractual Maturities) (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Securities
Securities Available for Sale, Due in one year or less, Amortized Cost	$ 460,313
Securities Available for Sale, Due after one year through five years, Amortized Cost	914,213
Securities Available for Sale, Due after five years through ten years, Amortized Cost	462,327
Securities Available for Sale, Due after ten years, Amortized Cost	2,679,444
Securities Available for Sale, Equity securities , Amortized Cost	4,496
Total available for sale securities, Amortized Cost	4,520,793	1,445,721
Securities Available for Sale, Due in one year or less, Fair Value	461,814
Securities Available for Sale, Due after one year through five years, Fair Value	917,332
Securities Available for Sale, Due after five years through ten years, Fair Value	474,997
Securities Available for Sale, Due after ten years, Fair Value	2,714,760
Securities Available for Sale, Equity securities, Fair Value	5,070
Total available for sale securities, Fair Value	$ 4,573,973	$ 1,488,885

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Share-Based Payment Arrangements (Narrative) (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Share-Based Payment Arrangements
Intrinsic value of options exercised	$ 0.1	$ 0.6
Options expiration date in years			ten
Stock options, intrinsic value			0
Unrecognized compensation cost	28.8		28.8
Weighted-average period in years			3.4
Total fair value of shares vested			$ 2.2	$ 1.6
Options granted

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Long-Term Debt

6 Months Ended

Jun. 30, 2011

Long-Term Debt

Long-Term Debt

3. Long-Term Debt

Long-term debt consisted of the following:

	June 30, 2011		December 31, 2011
Subordinated notes payable	$	150,000	$	—
Term note payable		140,000
Subordinated debentures		16,812		—
Other long-term debt		53,290		376
Total long-term debt	$	360,102	$	376

As part of the merger, the Company assumed Whitney National Bank's $150 million par value subordinated notes which carry an interest rate of 5.875% and mature April 1, 2017. These notes qualify as capital for the calculation of the regulatory ratio of total capital to risk-weighted assets, subject to certain limitations as they approach maturity.

During the second quarter, the Company entered into a $140 million par value term loan facility and borrowed the full amount which matures on June 3, 2013. The variable interest rate is LIBOR plus 2.00% per annum. The note is pre-payable at any time and the Company is subject to covenants customary in financings of this nature and are not expected to impact the operations of the Company. The Company must maintain the following financial covenants: maximum ratio of consolidated non-performing assets to consolidated total loans and OREO excluding covered loans of 4.0% through June 2012 and 3.5% thereafter; consolidated net worth of $2.1 billion which will increase each subsequent quarter by 50% of consolidated net income but will not decrease for any losses and will increase by 100% for issuance of common stock. The Company must maintain Tier 1 leverage ratio of greater than or equal to 7%; Tier 1 risk based capital ratio of greater than or equal to 9.5%; and total risk based capital ratio of greater than or equal to 11.5%. The Company was in compliance with the covenants as of June 30, 2011.

In the merger with Whitney, the Company also assumed obligations under subordinated debentures payable to unconsolidated trusts that issued trust preferred securities. The weighted-average yield was approximately 4% at June 30, 2011, and December 31, 2010. The debentures have maturities from 2031 through 2034, but they are currently callable with prior regulatory approval. Subject to certain adjustments, these debentures currently qualify as capital for the calculation of regulatory capital ratios. The Company has received regulatory approval to redeem these securities and expects to redeem them at the next redemption period.

Substantially all of the other long-term debt consists of borrowings associated with tax credit fund activities. These borrowings mature at various dates beginning in 2015 through 2017.

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Long-Term Debt (Schedule Of Long-Term Debt) (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Long-Term Debt
Subordinated notes payable	$ 150,000
Term loan note payable	140,000
Subordinated debentures	16,812
Other long-term debt	53,290	376
Total long-term debt	$ 360,102	$ 376

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Loans And Allowance For Loan Losses (Tables)

6 Months Ended

Jun. 30, 2011

Jun. 30, 2010

Loans And Allowance For Loan Losses

Loans, Net Of Unearned Income

	June 30,		December 31,
	2011		2010
	( In thousands)
Commercial loans:
Commercial - originated	$	605,885	$	524,653
Commercial - acquired		2,424,887		—
Commercial - covered		45,959		34,650
Total commercial		3,076,731		559,303
Construction - originated		476,711		495,590
Construction - acquired		741,151		—
Construction - covered		153,489		157,267
Total construction		1,371,351		652,857
Real estate - originated		1,232,144		1,231,414
Real estate - acquired		1,861,373		—
Real estate - covered		147,520		181,873
Total real estate		3,241,037		1,413,287
Municipal loans - originated		485,233		471,057
Municipal loans - acquired		12,712		—
Municipal loans - covered		473		540
Total municipal loans		498,418		471,597
Lease financing - originated		45,982		50,721
Total commercial loans - originated		2,845,955		2,773,435
Total commercial loans - acquired		5,040,123		—
Total commercial loans - covered		347,441		374,330
Total commercial loans		8,233,519		3,147,765
Residential mortgage loans - originated		365,661		366,183
Residential mortgage loans - acquired		830,667		—
Residential mortgage loans - covered		247,489		293,506
Total residential mortgage loans		1,443,817		659,689
Indirect consumer loans - originated		278,261		309,454
Direct consumer loans - originated		597,593		597,947
Direct consumer loans - acquired		447,096		—
Direct consumer loans - covered		152,879		141,315
Total direct consumer loans		1,197,568		739,262
Finance Company loans - originated		95,888		100,994
Total originated loans		4,183,358		4,148,013
Total acquired loans		6,317,886		—
Total covered loans		747,809		809,151
Total loans	$	11,249,053	$	4,957,164

Changes In The Carrying Amount Of Covered Acquired Loans And Accretable Yield For Loans Receivable

	June 30, 2011												June 30, 2010
	Covered						Non-covered						Covered						Non-covered
	Carrying			Net			Carrying			Net			Carrying			Net			Carrying		Net
	Amount			Accretable			Amount			Accretable			Amount			Accretable			Amount		Accretable
	of Loans *			Discount			of Loans *			Discount			of Loans *			Discount			of Loans *		Discount
Six Months Ended
(In thousands)
Balance at beginning of period	$	809,459		$	107,638		$	—		$	—		$	950,430		$	315,782		$	—	$	—
Additions								536,833			94,733			—			—			—		—
Payments received, net		(87,736	)		—			(23,778	)					(112,894	)		—			—		—
Accretion		26,834			(26,834	)		3,140			(3,140	)		30,107			(30,107	)		—		—
Balance at end of period	$	748,557		$	80,804		$	516,195		$	91,593		$	867,643		$	285,675		$	—	$	—

* Excludes covered credit card loans and mortgage loans held for sale

Summary Of Allowance For Loan Losses, Amounts Charged-Off And Recoveries Of Loans Previously Charged-Off

It is the policy of Hancock to promptly charge off commercial, construction, and real estate loans and lease financings, or portions of these loans and leases, when available information reasonably confirms that they are uncollectible. Prior to recognizing a loss, asset value is established by determining the value of the collateral securing the loan, the borrower's and the guarantor's ability and willingness to pay. Consumer loans are generally charged down to the fair value of the collateral less cost to sell when 120 days past due. Loans deemed uncollectible are charged off against the allowance account with subsequent recoveries added back to the allowance when collected.

The following table sets forth, for the periods indicated, allowance for loan losses, amounts charged-off and recoveries of loans previously charged-off:

	Commercial			Residential mortgages			Indirect consumer			Direct consumer			Finance Company			Total
(In thousands)	June 30, 2011
Allowance for loan losses:
Beginning balance	$	56,859		$	4,626		$	2,918		$	9,322		$	8,272		$	81,997
Charge-offs		(13,664	)		(2,332	)		(921	)		(3,069	)		(2,086	)		(22,072	)
Recoveries		4,274			960			519			686			575			7,014
Net Provision for loan losses (a)		11,884			6,449			92			(1,758	)		1,299			17,966
Increase in indemnification asset (a)		19,378			3,864						4,260						27,502
Ending balance	$	78,731		$	13,567		$	2,608		$	9,441		$	8,060		$	112,407
Ending balance:
Individually evaluated for impairment	$	9,468		$	1,420		$			$			$			$	10,888
Ending balance:
Collectively evaluated for impairment	$	69,263		$	12,147		$	2,608		$	9,441		$	8,060		$	101,519
Ending balance:
Covered loans with deteriorated credit quality	$	20,398		$	4,485		$			$	4,364		$			$	29,247
Loans:
Ending balance:	$	8,233,519		$	1,443,817		$	278,261		$	1,197,568		$	95,888		$	11,249,053
Ending balance:
Individually evaluated for impairment	$	48,182		$	7,677		$			$			$			$	55,859
Ending balance:
Collectively evaluated for impairment	$	7,837,896		$	1,188,651		$	278,261		$	1,044,689		$	95,888		$	10,445,385
Ending balance:
Covered loans	$	347,441		$	247,489		$			$	152,879		$			$	747,809
Ending balance:
Acquired loans (b)	$	5,040,123		$	830,667		$			$	447,096		$			$	6,317,886

(a) The provision for loan losses is shown "net" after coverage provided by FDIC loss share agreements on covered loans. This results in an increase in the indemnification asset, which is the difference between the provision for loan losses on covered loans of $28,948, and the impairment ($1,446) on those covered loans.

(b) Acquired loans are recorded at fair value with no allowance brought forward in accordance with acquisition accounting.

				Residential			Indirect			Direct			Finance
	Commercial			mortgages			consumer			consumer			Company			Total
(In thousands)	June 30, 2010
Allowance for loan losses:
Beginning balance	$	42,484		$	4,782		$	3,826		$	7,145		$	7,813		$	66,050
Charge-offs		(21,886	)		(1,322	)		(1,594	)		(2,538	)		(2,818	)		(30,158	)
Recoveries		1,111			145			537			689			504			2,986
Net Provision for loan losses		32,322			1,453			483			1,334			2,751			38,343
Ending balance	$	54,031		$	5,058		$	3,252		$	6,630		$	8,250		$	77,221
Ending balance:
Individually evaluated for impairment	$	11,145		$	828		$			$			$			$	11,973
Ending balance:
Collectively evaluated for impairment	$	42,886		$	4,230		$	3,252		$	6,630		$	8,250		$	65,248
Ending balance:
Covered loans with deteriorated credit quality	$			$			$			$			$			$
Loans:
Ending balance:	$	3,042,654		$	751,259		$	329,658		$	743,118		$	105,513		$	4,972,202
Ending balance:
Individually evaluated for impairment	$	69,771		$	4,722		$			$			$			$	74,493
Ending balance:
Collectively evaluated for impairment	$	2,604,343		$	442,643		$	329,658		$	558,785		$	105,513		$	4,040,942
Ending balance:
Covered loans	$	368,540		$	303,894		$			$	184,333		$			$	856,767

In some instances, loans are placed on nonaccrual status. All accrued but uncollected interest related to the loan is deducted from income in the period the loan is assigned a nonaccrual status. For such period as a loan is in nonaccrual status, any cash receipts are applied first to principal, second to expenses incurred to cause payment to be made and lastly to the recovery of any reversed interest income and interest that would be due and owing subsequent to the loan being placed on nonaccrual status for all classes of financing receivables. Covered and acquired loans accounted for in accordance with ASC 310-30 are considered to be performing due to the application of the accretion method. These loans are excluded from the table due to their performing status. Certain covered loans accounted for using the cost recovery method or in accordance with ASC 310-20 are disclosed as non-accrual loans below. A reserve is recorded when estimated losses are in excess of the net purchase accounting marks. Loans under ASC 310-20 have accretable interest income over the life based on contractual payments receivable. The following table shows the composition of non-accrual loans by portfolio segment:

Summary Of Composition Of Non-Accrual Loans By Portfolio Segment

	June 30,		December 31,
	2011		2010
	(In thousands)
Commercial - originated	$	37,597	$	41,667
Commercial - restructured		8,410		8,712
Commercial - covered		33,869		41,917
Residential mortgages - originated		27,412		18,699
Residential mortgages - covered		2,710		3,199
Indirect consumer - originated		—		—
Direct consumer - originated		1,937		4,862
Direct consumer - acquired		1,504		—
Direct consumer - covered		2,935		170
Finance Company - originated		1,271		1,759
Total	$	117,645	$	120,985

Summary Of Impaired Loans Disaggregated By Class

June 30, 2011	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
			(In thousands)
With no related allowance recorded:
Commercial - originated	$	12,959	$	12,959	$	—	$	18,048	$	70
Residential mortgages - originated		962		962		—		1,075		—
Residential mortgages - covered		2,710		2,710		—		2,974		—
Direct consumer - covered		2,935		2,935		—		2,189		—
		19,566		19,566		—		24,286		70
With an allowance recorded:
Commercial - originated		35,223		35,223		9,468		34,656		400
Commercial - covered		33,869		33,869		10,900		37,792		—
Residential mortgages - originated		6,715		6,715		1,420		5,443		59
		75,807		75,807		21,788		77,891		459
Total:
Commercial - originated		48,182		48,182		9,468		52,704		470
Commercial - covered		33,869		33,869		10,900		37,792		—
Residential mortgages - originated		7,677		7,677		1,420		6,518		59
Residential mortgages - covered		2,710		2,710		—		2,974		—
Direct consumer - covered		2,935		2,935		—		2,189		—
Total	$	95,373	$	95,373	$	21,788	$	102,177	$	529
December 31, 2010	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
			(In thousands)
With no related allowance recorded:
Commercial	$	22,641	$	22,641	$	—	$	26,472	$	224
Commercial - covered		41,917		41,917		—		49,070		—
Residential mortgages		1,263		1,263		—		1,601		26
Residential mortgages - covered		3,199		3,199		—		3,631		—
Direct consumer - covered		170		170		—		184		—
		69,190		69,190		—		80,958		250
With an allowance recorded:
Commercial		34,194		34,194		10,648		36,650		523
Residential mortgages		4,355		4,355		1,304		4,358		88
		38,549		38,549		11,952		41,008		611
Total:
Commercial		56,835		56,835		10,648		63,122		747
Commercial - covered		41,917		41,917		—		49,070		—
Residential mortgages		5,618		5,618		1,304		5,959		114
Residential mortgages - covered		3,199		3,199		—		3,631		—
Direct consumer - covered		170		170		—		184		—
Total	$	107,739	$	107,739	$	11,952	$	121,966	$	861

Summary Of Age Analysis Of Past Due Loans

June 30, 2011	30-89 days past due		Greater than 90 days past due		Total past due		Current		Total Loans		Recorded investment > 90 days and accruing
	(In thousands)
Commercial - originated	$	12,600	$	39,506	$	52,106	$	2,775,243	$	2,827,349	$	1,909
Commercial - restructured		—		8,410		8,410		10,196		18,606		—
Commercial - acquired		—		—		—		5,040,123		5,040,123		—
Commercial - covered		—		33,869		33,869		313,572		347,441		—
Residential mortgages - originated		21,481		27,942		49,423		316,238		365,661		530
Residential mortgages - acquired		—		—		—		830,667		830,667		—
Residential mortgages - covered		—		2,710		2,710		244,779		247,489		—
Indirect consumer - originated		—		—		—		278,261		278,261		—
Direct consumer - originated		2,311		2,002		4,313		593,280		597,593		65
Direct consumer - acquired		1,776		3,057		4,833		442,263		447,096		1,553
Direct consumer - covered		—		2,935		2,935		149,944		152,879		—
Finance Company		2,740		1,271		4,011		91,877		95,888		—
Total	$	40,908	$	121,702	$	162,610	$	11,086,443	$	11,249,053	$	4,057
December 31, 2010	30-89 days past due		Greater than 90 days past due		Total past due		Current		Total Loans		Recorded investment > 90 days and accruing
	(In thousands)
Commercial	$	12,463	$	41,967	$	54,430	$	2,706,363	$	2,760,793	$	300
Commercial - restructured		—		8,712		8,712		3,929		12,641		—
Commercial - covered		—		41,917		41,917		332,414		374,331		—
Residential mortgages		22,109		19,573		41,682		324,502		366,184		874
Residential mortgages - covered		—		3,199		3,199		290,306		293,505		—
Indirect consumer		—		—		—		309,454		309,454		—
Direct consumer		4,488		5,180		9,668		588,279		597,947		318
Direct consumer - covered		—		170		170		141,145		141,315		—
Finance Company		2,011		1,759		3,770		97,224		100,994		—
Total	$	41,071	$	122,477	$	163,548	$	4,793,616	$	4,957,164	$	1,492

Schedule Of Credit Quality Indicators Of Various Classes Of Loans

	June 30, 2011								December 31, 2010
	Commercial - originated		Commercial - acquired		Commercial - covered		Total commercial		Commercial - originated		Commercial - covered		Total commercial
	(In thousands)								(In thousands)
Grade:
Pass	$	2,419,097	$	4,205,394	$	37,910	$	6,662,401	$	2,332,952	$	45,609	$	2,378,561
Pass-Watch		102,524		—		24,998		127,522		138,839		35,289		174,128
Special Mention		15,887		145,666		14,265		175,818		26,216		21,031		47,247
Substandard		245,407		685,878		134,788		1,066,073		265,180		254,033		519,213
Doubtful		63,040		3,185		135,480		201,705		10,247		18,369		28,616
Loss		—		—		—		—		—		—		—
Total	$	2,845,955	$	5,040,123	$	347,441	$	8,233,519	$	2,773,434	$	374,331	$	3,147,765

Schedule Of Credit Risk Profile By Internally Assigned Grade

	June 30, 2011								December 31, 2010
	Residential mortgages - originated		Residential mortgages - acquired		Residential mortgages - covered		Total residential mortgages		Residential mortgages - originated		Residential mortgages - covered		Total residential mortgages
	(In thousands)								(In thousands)
Grade:
Pass	$	277,441	$	745,537	$	112,434	$	1,135,412	$	284,712	$	159,885	$	444,597
Pass-Watch		6,010		—		21,699		27,709		7,857		29,673		37,530
Special Mention		546		9,856		8,156		18,558		—		15,220		15,220
Substandard		81,664		73,419		96,375		251,458		73,615		87,636		161,251
Doubtful		—		1,824		8,825		10,649		—		1,091		1,091
Loss		—		31		—		31		—		—		—
Total	$	365,661	$	830,667	$	247,489	$	1,443,817	$	366,184	$	293,505	$	659,689

Schedule Of Credit Risk Profile Based On Payment Activity

	June 30, 2011
	Direct consumer - originated		Direct consumer - acquired		Direct consumer - covered		Total direct consumer		Indirect consumer		Finance company
	(In thousands)
Performing	$	595,656	$	445,592	$	149,944	$	1,191,192	$	278,261	$	94,617
Nonperforming		1,937		1,504		2,935		6,376		—		1,271
Total	$	597,593	$	447,096	$	152,879	$	1,197,568	$	278,261	$	95,888

	December 31, 2010
	Direct consumer - originated		Direct consumer - covered		Total direct consumer		Indirect consumer		Finance company
	(In thousands)
Performing	$	593,085	$	141,145	$	734,230	$	309,454	$	99,235
Nonperforming		4,862		170		5,032		—		1,759
Total	$	597,947	$	141,315	$	739,262	$	309,454	$	100,994

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Share-Based Payment Arrangements (Schedule Of Nonvested Shares) (Details) (USD $)	6 Months Ended
	Jun. 30, 2011
Share-Based Payment Arrangements
Number of Shares, Nonvested at Beginning Balance	855,873
Number of Shares, Granted	519,162
Number of Shares, Vested	(84,654)
Number of Shares, Forfeited	(11,792)
Number of Shares, Nonvested at Ending Balance	1,278,589
Weighted-Average Grant-Date Fair Value, Nonvested at Beginning Balance	$ 23.93
Weighted-Average Grant-Date Fair Value, Granted	$ 32.17
Weighted-Average Grant-Date Fair Value, Vested	$ 26.00
Weighted-Average Grant-Date Fair Value, Forfeited	$ 28.18
Weighted-Average Grant-Date Fair Value, Nonvested at Ending Balance	$ 27.10

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Loans And Allowance For Loan Losses (Schedule Of Credit Risk Profile Based On Payment Activity) (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Performing [Member] | Direct Consumer - Originated [Member]
Credit Risk Profile Based On Payment Activity	$ 595,656	$ 593,085
Performing [Member] | Direct Consumer - Acquired [Member]
Credit Risk Profile Based On Payment Activity	445,592
Performing [Member] | Direct Consumer - Covered [Member]
Credit Risk Profile Based On Payment Activity	149,944	141,145
Performing [Member] | Total Direct Consumer [Member]
Credit Risk Profile Based On Payment Activity	1,191,192	734,230
Performing [Member] | Indirect Consumer [Member]
Credit Risk Profile Based On Payment Activity	278,261	309,454
Performing [Member] | Finance Company [Member]
Credit Risk Profile Based On Payment Activity	94,617	99,235
Nonperforming [Member] | Direct Consumer - Originated [Member]
Credit Risk Profile Based On Payment Activity	1,937	4,862
Nonperforming [Member] | Direct Consumer - Acquired [Member]
Credit Risk Profile Based On Payment Activity	1,504
Nonperforming [Member] | Direct Consumer - Covered [Member]
Credit Risk Profile Based On Payment Activity	2,935	170
Nonperforming [Member] | Total Direct Consumer [Member]
Credit Risk Profile Based On Payment Activity	6,376	5,032
Nonperforming [Member] | Finance Company [Member]
Credit Risk Profile Based On Payment Activity	1,271	1,759
Direct Consumer - Originated [Member]
Credit Risk Profile Based On Payment Activity	597,593	597,947
Direct Consumer - Acquired [Member]
Credit Risk Profile Based On Payment Activity	447,096
Direct Consumer - Covered [Member]
Credit Risk Profile Based On Payment Activity	152,879	141,315
Total Direct Consumer [Member]
Credit Risk Profile Based On Payment Activity	1,197,568	739,262
Indirect Consumer [Member]
Credit Risk Profile Based On Payment Activity	278,261	309,454
Finance Company [Member]
Credit Risk Profile Based On Payment Activity	$ 95,888	$ 100,994

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Other Expense (Tables)

6 Months Ended

Jun. 30, 2011

Other Expense

Components Of Other Expense

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
	(In thousands)				(In thousands)
Data processing expense	$	7,106	$	6,382	$	12,251	$	12,520
Insurance expense		652		498		1,154		989
Ad valorem and franchise taxes		1,557		1,049		2,594		2,030
Deposit insurance and regulatory fees		3,232		2,904		6,344		5,538
Postage and communications		3,642		2,651		6,402		5,223
Stationery and supplies		1,512		773		2,085		1,357
Advertising		2,127		2,193		4,176		3,538
Training expenses		208		163		408		333
Other fees		955		876		1,813		1,877
Travel expense		677		658		1,065		1,072
Other real estate owned expense, net		1,860		2,027		3,301		2,708
Other expense		3,375		2,720		5,855		5,649
Total other expense	$	26,903	$	22,894	$	47,448	$	42,834

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Long-Term Debt (Narrative) (Details) (USD $)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2011	Jun. 30, 2011	Dec. 31, 2010
Long-Term Debt
Subordinated notes par value	$ 150,000,000	$ 150,000,000
Subordinated notes interest rate		5.875%
Subordinated notes maturity date	Jun. 03, 2013	Apr. 01, 2017
Term loan note payable	140,000,000	140,000,000
Libor plus 2.00%		LIBOR plus 2.00%
Maximum ratio of consolidated non performing assets to consolidated total loans and OREO excluding covered loans through June 2012		4.00%
Maximum ratio of consolidated non performing assets to consolidated total loans and OREO excluding covered loans thereafter		3.50%
Consolidated net worth	$ 2,100,000,000	$ 2,100,000,000
Percentage of consolidated net worth increase by consolidated net income		50.00%
Percentage of consolidated net worth increase by issuance of common stock		100.00%
Tier 1 leverage ratio	7.00%	7.00%
Tier 1 risk based capital ratio	9.50%	9.50%
Total risk based capital ratio	11.50%	11.50%
Weighted-average yield		4.00%	4.00%
Debentures, maturity date, starting period		2031
Debentures, maturity date, ending period		2034
Borrowings maturity date, starting period		2015
Borrowings maturity date, ending period		2017

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Share-Based Payment Arrangements (Tables)

6 Months Ended

Jun. 30, 2011

Share-Based Payment Arrangements

Schedule Of Option Activity Under Stock Option Plans

Options	Number of Shares			Weighted- Average Exercise Price ($)		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value ($000)
Outstanding at January 1, 2011		1,129,520		$	35.08		6.3
Whitney Bank options at acquisition date		775,261		$	62.64		1.8
Granted		—		$	—
Exercised		(5,194	)	$	22.07			$	—
Forfeited or expired		(66,400	)	$	43.78
Outstanding at June 30, 2011		1,833,187		$	46.45		3.5	$	1,197
Exercisable at June 30, 2011		1,415,195		$	49.48		2.9	$	1,197
Share options expected to vest		417,992		$	36.19		8.5	$	—

Schedule Of Nonvested Shares

	Number of Shares			Weighted- Average Grant-Date Fair Value ($)
Nonvested at January 1, 2011		855,873		$	23.93
Granted		519,162		$	32.17
Vested		(84,654	)	$	26.00
Forfeited		(11,792	)	$	28.18
Nonvested at June 30 , 2011		1,278,589		$	27.10

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Other Service Charges, Commission And Fees, And Other Income

6 Months Ended

Jun. 30, 2011

Other Service Charges, Commission And Fees, And Other Income

Other Service Charges, Commission And Fees, And Other Income

11. Other Service Charges, Commission and Fees, and Other Income

Components of other service charges, commission and fees are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
	(In thousands)				(In thousands)
Trust fees	$	5,301	$	4,408	$	9,292	$	8,254
Debit card merchant discount fees		5,968		3,928		9,478		7,524
Income from insurance operations		4,628		3,641		7,878		7,153
Investment and annuity fees		3,267		2,663		6,400		4,942
ATM fees		3,290		2,321		6,021		4,272
Total other service charges, commissions and fees	$	22,454	$	16,961	$	39,069	$	32,145

Components of other income are as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
	(In thousands)				(In thousands)
Secondary mortgage market operations	$	1,877	$	1,529	$	3,444	$	3,169
Income from bank owned life insurance		1,902		1,402		3,249		2,676
Safety deposit box income		285		180		536		425
Letter of credit fees		758		370		1,104		632
Gain/loss on sale of assets		11		156		606		282
Accretion of indemnification asset		5,450		1,290		8,494		1,290
Other		1,635		1078		2510		2239
Total other income	$	11,918	$	6,005	$	19,943	$	10,713

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Loans And Allowance For Loan Losses (Summary Of Allowance For Loan Losses, Amounts Charged-Off And Recoveries Of Loans Previously Charged-Off) (Details) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011		Jun. 30, 2010
Beginning balance	$ 81,997
Net Provision for loan losses	1,400
Ending balance	112,407
Ending balance: Covered loans with deteriorated credit quality	536,833
Acquired loans	6,317,886	[1]
Allowance For Loan Losses [Member]
Beginning balance	81,997		66,050
Charge-offs	(22,072)		(30,158)
Recoveries	7,014		2,986
Net Provision for loan losses	17,966	[2]	38,343
Increase in indemnification asset	27,502	[2]
Ending balance	112,407		77,221
Ending balance: Individually evaluated for impairment	10,888		11,973
Ending balance: Collectively evaluated for impairment	101,519		65,248
Ending balance: Covered loans with deteriorated credit quality	29,247
Allowance For Loan Losses [Member] | Residential Mortgages [Member]
Beginning balance	4,626		4,782
Charge-offs	(2,332)		(1,322)
Recoveries	960		145
Net Provision for loan losses	6,449	[2]	1,453
Increase in indemnification asset	3,864	[2]
Ending balance	13,567		5,058
Ending balance: Individually evaluated for impairment	1,420		828
Ending balance: Collectively evaluated for impairment	12,147		4,230
Ending balance: Covered loans with deteriorated credit quality	4,485
Allowance For Loan Losses [Member] | Commercial Loan [Member]
Beginning balance	56,859		42,484
Charge-offs	(13,664)		(21,886)
Recoveries	4,274		1,111
Net Provision for loan losses	11,884	[2]	32,322
Increase in indemnification asset	19,378	[2]
Ending balance	78,731		54,031
Ending balance: Individually evaluated for impairment	9,468		11,145
Ending balance: Collectively evaluated for impairment	69,263		42,886
Ending balance: Covered loans with deteriorated credit quality	20,398
Allowance For Loan Losses [Member] | Finance Company [Member]
Beginning balance	8,272		7,813
Charge-offs	(2,086)		(2,818)
Recoveries	575		504
Net Provision for loan losses	1,299	[2]	2,751
Ending balance	8,060		8,250
Ending balance: Collectively evaluated for impairment	8,060		8,250
Ending balance: Covered loans with deteriorated credit quality
Allowance For Loan Losses [Member] | Direct Consumer [Member]
Beginning balance	9,322		7,145
Charge-offs	(3,069)		(2,538)
Recoveries	686		689
Net Provision for loan losses	(1,758)	[2]	1,334
Increase in indemnification asset	4,260	[2]
Ending balance	9,441		6,630
Ending balance: Collectively evaluated for impairment	9,441		6,630
Ending balance: Covered loans with deteriorated credit quality	4,364
Allowance For Loan Losses [Member] | Indirect Consumer [Member]
Beginning balance	2,918		3,826
Charge-offs	(921)		(1,594)
Recoveries	519		537
Net Provision for loan losses	92	[2]	483
Ending balance	2,608		3,252
Ending balance: Collectively evaluated for impairment	2,608		3,252
Ending balance: Covered loans with deteriorated credit quality
Purchased Loans [Member]
Ending balance	11,249,053		4,972,202
Ending balance: Individually evaluated for impairment	55,859		74,493
Ending balance: Collectively evaluated for impairment	10,445,385		4,040,942
Ending balance: Covered loans with deteriorated credit quality	747,809		856,767
Purchased Loans [Member] | Residential Mortgages [Member]
Ending balance	1,443,817		751,259
Ending balance: Individually evaluated for impairment	7,677		4,722
Ending balance: Collectively evaluated for impairment	1,188,651		442,643
Ending balance: Covered loans with deteriorated credit quality	247,489		303,894
Purchased Loans [Member] | Commercial Loan [Member]
Ending balance	8,233,519		3,042,654
Ending balance: Individually evaluated for impairment	48,182		69,771
Ending balance: Collectively evaluated for impairment	7,837,896		2,604,343
Ending balance: Covered loans with deteriorated credit quality	347,441		368,540
Purchased Loans [Member] | Finance Company [Member]
Ending balance	95,888		105,513
Ending balance: Collectively evaluated for impairment	95,888		105,513
Purchased Loans [Member] | Direct Consumer [Member]
Ending balance	1,197,568		743,118
Ending balance: Collectively evaluated for impairment	1,044,689		558,785
Ending balance: Covered loans with deteriorated credit quality	152,879		184,333
Purchased Loans [Member] | Indirect Consumer [Member]
Ending balance	278,261		329,658
Ending balance: Collectively evaluated for impairment	278,261		329,658
Commercial Loan [Member]
Acquired loans	5,040,123	[1]
Residential Mortgages [Member]
Acquired loans	830,667	[1]
Direct Consumer [Member]
Acquired loans	447,096	[1]
FDIC [Member]
Ending balance: Covered loans with deteriorated credit quality	28,948
Impairment of covered loans	$ (1,446)

[1] Acquired loans are recorded at fair value with no allowance brought forward in accordance with acquisition accounting.

[2] The provision for loan losses is shown "net" after coverage provided by FDIC loss share agreements on covered loans. This results in an increase in the indemnification asset, which is the difference between the provision for loan losses on covered loans of $28,948, and the impairment ($1,446) on those covered loans.

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Segment Reporting (Schedule Of Segment Reporting Information) (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010	Dec. 31, 2010
Interest income	$ 115,477	$ 89,741	$ 198,010	$ 182,119
Interest expense	16,418	21,868	32,187	47,668
Net interest income	99,059	67,873	165,823	134,451
Provision for loan losses	(9,144)	(24,517)	(17,966)	(38,343)
Noninterest income	46,715	35,293	80,899	66,674
Depreciation and amortization	(4,158)	(3,480)	(7,353)	(7,053)
Other noninterest expense	(117,208)	(68,642)	(187,032)	(132,890)
Securities transactions	(36)		(87)
Net income before income taxes	15,228	6,527	34,284	22,839
Income tax expense (benefit)	3,140	27	6,868	2,505
Net income (loss)	12,088	6,500	27,416	20,334
Goodwill	629,688	61,631	629,688	61,631
Total assets	19,757,545	8,500,018	19,757,545	8,500,018	8,138,327
Total interest income from external customers	115,477	89,741	198,010	182,119
Hancock [Member]
Interest income	47,371	52,313	95,001	106,672
Interest expense	8,422	16,176	20,042	35,940
Net interest income	38,949	36,137	74,959	70,732
Provision for loan losses	(3,388)	(14,252)	(10,964)	(25,853)
Noninterest income	26,255	17,647	44,081	32,640
Depreciation and amortization	(2,162)	(2,441)	(4,508)	(4,960)
Other noninterest expense	(44,984)	(39,797)	(84,786)	(75,760)
Securities transactions			(51)
Net income before income taxes	14,670	(2,706)	18,731	(3,201)
Income tax expense (benefit)	3,183	(1,898)	2,570	(3,956)
Net income (loss)	11,487	(808)	16,161	755
Goodwill	23,386	23,386	23,386	23,386
Total assets	5,810,757	5,628,215	5,810,757	5,628,215
Total interest income from affiliates	866	1,253	2,032	2,535
Total interest income from external customers	46,505	51,060	92,969	104,137
LA [Member]
Interest income		33,354		66,702
Interest expense		5,743		11,823
Net interest income		27,611		54,879
Provision for loan losses		(9,481)		(9,738)
Noninterest income		10,914		21,090
Depreciation and amortization		(833)		(1,679)
Other noninterest expense		(20,488)		(40,457)
Net income before income taxes		7,723		24,095
Income tax expense (benefit)		1,740		6,459
Net income (loss)		5,983		17,636
Goodwill		33,763		33,763
Total assets		2,862,112		2,862,112
Total interest income from affiliates		1		9
Total interest income from external customers		33,353		66,693
Whitney [Member]
Interest income	62,731		93,858
Interest expense	5,872		10,069
Net interest income	56,859		83,789
Provision for loan losses	(5,030)		(5,702)
Noninterest income	18,192		27,887
Depreciation and amortization	(1,848)		(2,490)
Other noninterest expense	(68,155)		(90,111)
Securities transactions	20		20
Net income before income taxes	38		13,393
Income tax expense (benefit)	(263)		3,452
Net income (loss)	301		9,941
Goodwill	601,820	33,763	601,820	33,763
Total assets	14,419,232		14,419,232
Total interest income from affiliates	197		204
Total interest income from external customers	62,534		93,654
Other [Member]
Interest income	4,684	5,334	9,633	11,300
Interest expense	1,318	1,094	2,328	2,230
Net interest income	3,366	4,240	7,305	9,070
Provision for loan losses	(726)	(784)	(1,300)	(2,752)
Noninterest income	2,280	6,751	8,950	12,991
Depreciation and amortization	(148)	(206)	(355)	(414)
Other noninterest expense	(4,096)	(8,392)	(12,185)	(16,752)
Securities transactions	(56)		(56)
Net income before income taxes	620	1,609	2,359	2,143
Income tax expense (benefit)	220	185	846	2
Net income (loss)	400	1,424	1,513	2,141
Goodwill	4,482	4,482	4,482	4,482
Total assets	2,770,204	1,143,616	2,770,204	1,143,616
Total interest income from affiliates		6		11
Total interest income from external customers	4,684	5,328	9,633	11,289
Eliminations [Member]
Interest income	691	(1,260)	(482)	(2,555)
Interest expense	806	(1,145)	(252)	(2,325)
Net interest income	(115)	(115)	(230)	(230)
Noninterest income	(12)	(19)	(19)	(47)
Other noninterest expense	(27)	35	50	79
Net income before income taxes	(100)	(99)	(199)	(198)
Net income (loss)	(100)	(99)	(199)	(198)
Total assets	(3,242,648)	(1,133,925)	(3,242,648)	(1,133,925)
Total interest income from affiliates	(1,063)	(1,260)	(2,236)	(2,555)
Total interest income from external customers	$ 1,754		$ 1,754

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Loans And Allowance For Loan Losses (Schedule Of Credit Risk Profile By Internally Assigned Grade) (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Pass [Member] | Residential Mortgages - Originated [Member]
Credit Risk Profile By Internally Assigned Grade	$ 277,441	$ 284,712
Pass-Watch [Member] | Residential Mortgages - Originated [Member]
Credit Risk Profile By Internally Assigned Grade	6,010	7,857
Special Mention [Member] | Residential Mortgages - Originated [Member]
Credit Risk Profile By Internally Assigned Grade	546
Substandard [Member] | Residential Mortgages - Originated [Member]
Credit Risk Profile By Internally Assigned Grade	81,664	73,615
Residential Mortgages - Originated [Member]
Credit Risk Profile By Internally Assigned Grade	365,661	366,184
Pass [Member] | Residential Mortgages - Acquired [Member]
Credit Risk Profile By Internally Assigned Grade	745,537
Special Mention [Member] | Residential Mortgages - Acquired [Member]
Credit Risk Profile By Internally Assigned Grade	9,856
Substandard [Member] | Residential Mortgages - Acquired [Member]
Credit Risk Profile By Internally Assigned Grade	73,419
Doubtful [Member] | Residential Mortgages - Acquired [Member]
Credit Risk Profile By Internally Assigned Grade	1,824
Loss [Member] | Residential Mortgages - Acquired [Member]
Credit Risk Profile By Internally Assigned Grade	31
Residential Mortgages - Acquired [Member]
Credit Risk Profile By Internally Assigned Grade	830,667
Pass [Member] | Residential Mortgages - Covered [Member]
Credit Risk Profile By Internally Assigned Grade	112,434	159,885
Pass-Watch [Member] | Residential Mortgages - Covered [Member]
Credit Risk Profile By Internally Assigned Grade	21,699	29,673
Special Mention [Member] | Residential Mortgages - Covered [Member]
Credit Risk Profile By Internally Assigned Grade	8,156	15,220
Substandard [Member] | Residential Mortgages - Covered [Member]
Credit Risk Profile By Internally Assigned Grade	96,375	87,636
Doubtful [Member] | Residential Mortgages - Covered [Member]
Credit Risk Profile By Internally Assigned Grade	8,825	1,091
Residential Mortgages - Covered [Member]
Credit Risk Profile By Internally Assigned Grade	247,489	293,505
Pass [Member] | Total Residential Mortgages [Member]
Credit Risk Profile By Internally Assigned Grade	1,135,412	444,597
Pass-Watch [Member] | Total Residential Mortgages [Member]
Credit Risk Profile By Internally Assigned Grade	27,709	37,530
Special Mention [Member] | Total Residential Mortgages [Member]
Credit Risk Profile By Internally Assigned Grade	18,558	15,220
Substandard [Member] | Total Residential Mortgages [Member]
Credit Risk Profile By Internally Assigned Grade	251,458	161,251
Doubtful [Member] | Total Residential Mortgages [Member]
Credit Risk Profile By Internally Assigned Grade	10,649	1,091
Loss [Member] | Total Residential Mortgages [Member]
Credit Risk Profile By Internally Assigned Grade	31
Total Residential Mortgages [Member]
Credit Risk Profile By Internally Assigned Grade	$ 1,443,817	$ 659,689

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Derivatives

6 Months Ended

Jun. 30, 2011

Derivatives

Derivatives

4. Derivatives

Risk Management Objective of Using Derivatives

The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of its assets and liabilities and through the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company's derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company's known or expected cash receipts and its known or expected cash payments principally related to certain variable rate borrowings and fixed rate assets. The Company also has interest rate derivatives that result from a service provided to certain qualifying customers and, therefore, are not used to manage interest rate risk in the Company's assets or liabilities. The Company manages in order to minimize its net risk exposure resulting from such transactions.

Fair Values of Derivative Instruments on the Balance Sheet

The table below presents the fair value (in thousands) of the Company's derivative financial instruments as well as their classification on the Balance Sheet as of June 30, 2011 and December 31, 2010.

	Tabular Disclosure of Fair Values of Derivative Instruments
		Asset Derivatives								Liability Derivatives
	As of June 30, 2011			As of December 31, 2010				As of June 30, 2011				As of December 31, 2010
	Balance Sheet Location	Fair Value		Balance Sheet Location		Fair Value		Balance Sheet Location		Fair Value		Balance Sheet Location		Fair Value
Derivatives designated as hedging instruments
Interest rate products	Other assets	$	158		Other assets	$	—		Other liabilities	$	—		Other liabilities	$	—
Total derivatives designated as hedging instruments		$	158			$	—			$	—			$	—
Derivatives not designated as hedging instruments
Interest rate products	Other assets	$	8,481		Other assets	$	2,952		Other liabilities	$	8,716		Other liabilities	$	2,952
Total derivatives not designated as hedging instruments		$	8,481			$	2,952			$	8,716			$	2,952

Cash Flow Hedges of Interest Rate Risk

The Company's objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its interest rate risk management strategy. For hedges of the Company's variable-rate borrowings, interest rate swaps designated as cash flow hedges involve the receipt of variable amounts from a counterparty in exchange for the Company making fixed payments. As of June 30, 2011, the Company had one interest rate swap with an aggregate notional amount of $140.0 million that was designated as a cash flow hedge associated with the Company's variable-rate borrowing.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in Accumulated Other Comprehensive Income ("AOCI") and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2011, such derivatives were used to hedge the forecasted variable cash outflows associated with existing term loan agreements beginning June 2012. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. No hedge ineffectiveness was recognized during the three and six months ended June 30, 2011. The Company did not have any cash flow hedges outstanding at June 30, 2010. Amounts reported in AOCI related to derivatives will be reclassified to interest expense as interest payments are made on the Company's variable-rate liabilities. During the next twelve months, the Company estimates that $22,296 will be reclassified as a decrease to interest expense.

Non-designated Hedges

Derivatives not designated as hedges are not speculative and result from a service the Company provides to certain customers. The Company executes interest rate derivatives with commercial banking customers to facilitate their respective risk management strategies. Those interest rate derivatives are simultaneously hedged by offsetting derivatives that the Company executes with a third party, such that the Company minimizes its net risk exposure resulting from such transactions. As the interest rate derivatives associated with this program do not meet the strict hedge accounting requirements, changes in the fair value of both the customer derivatives and the offsetting derivatives are recognized directly in earnings. As of June 30, 2011, the Company had interest rate derivatives with an aggregate notional amount of $448.3 million related to this program.

Effect of Derivative Instruments on the Income Statement

The tables below present the effect of the Company's derivative financial instruments (in thousands) on the Income Statement for the three and six months ended June 30, 2011.

Derivatives in FASB ASC 815 Cash Flow Hedging Relationships	Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)								Location of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)								Gain or (Loss) Recognized in Income on Derivative	Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion)
	Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010			2011		2010		2011		2010			2011		2010		2011		2010
Interest Rate Products	$	158	$	—	$	158	$	—	Interest income Other non-interest income	$	—	$	—	$	—	$	—	Other non-interest income	$	—	$	—	$	—	$	—
Total	$	158	$	—	$	158	$	—		$	—	$	—	$	—	$	—		$	—	$	—	$	—	$	—

		Amount of Gain or (Loss) Recognized in Income on Derivative
		Three Months Ended June 30,				Six Months Ended June 30,
Derivatives Not Designated as Hedging Instruments	Location of Gain or (Loss) Recognized in Income on Derivative	2011		2010		2011		2010
Interest Rate Products	Other non-interest income	$	36	$	—	$	36	$	—
Total		$	36	$	—	$	36	$	—

Credit-risk-related Contingent Features

The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

The Company has agreements with its derivative counterparties that contain provisions that require the Company's debt to maintain an investment grade credit rating from each of the major credit rating agencies. If the Company's credit rating is reduced below investment grade then the Company could be forced to terminate its derivatives at the then current fair value.

The Company has agreements with certain of its derivative counterparties that contain a provision where if the Company fails to maintain its status as a well / adequate capitalized institution as well as maintain multiple capital ratios, then the Company could be forced to terminate its derivatives at the then current fair value.

As of June 30, 2011 the termination value of derivatives in a net liability position, which includes accrued interest but excludes any adjustment for nonperformance risk, related to these agreements was $6.0 million. The Company has been required to post no collateral at this time against its obligations under these agreements. If the Company had breached any of these provisions at June 30, 2011, it could have been required to settle its obligations under the agreements at the termination value.

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Segment Reporting

6 Months Ended

Jun. 30, 2011

Segment Reporting

Segment Reporting

14. Segment Reporting

The Company's primary segments are divided into the Hancock, Whitney, and Other. Effective January 1, 2010, the Company's Florida segment was merged into Hancock, which was previously reffered to as Mississippi. On June 4, 2011, we completed the acquisition of Whitney Holding Corporation. Whitney National Bank was merged into Hancock Bank of Louisiana and renamed Whitney Bank. Prior to the merger the segment now called Whitney Bank was Hancock Bank Louisiana, labeled "LA" on the prior period table. As part of the merger, Hancock Bank of Alabama was merged into Whitney Bank. Subsequently, the assets and liabilities of the former Hancock Bank of Alabama were then transferred to Hancock Bank. Prior periods report the segment formerly called Alabama in the Mississippi segment. As a result, Hancock Holding Company is now the parent company of two wholly-owned bank subsidiaries, Hancock Bank, Gulfport, Mississippi (Hancock Bank) and Whitney Bank, New Orleans, Louisiana (Whitney Bank). Each segment offers the same products and services but is managed separately due to different pricing, product demand, and consumer markets. Each segment offers commercial, consumer and mortgage loans and deposit services. In the following tables, the column "Other" includes additional consolidated subsidiaries of the Company: Hancock Investment Services, Inc. and subsidiaries, Hancock Insurance Agency, Inc. and subsidiaries, Harrison Finance Company, Magna Insurance Company, Lighthouse Services Corp., Invest-Sure, Inc., Peoples First Transportation, Inc., Community First, Whitney Securities LLC, Berwick LLC, Key Investment Securities, Inc., and Southern Coastal Insurance Agency, and subsidiaries, and three real estate corporations owning land and buildings that house bank branches and other facilities.

Following is selected information for the Company's segments (in thousands):

	Three Months Ended June 30, 2011
	Hancock			Whitney			Other			Eliminations			Consolidated
Interest income	$	47,371		$	62,731		$	4,684		$	691		$	115,477
Interest expense		8,422			5,872			1,318			806			16,418
Net interest income		38,949			56,859			3,366			(115	)		99,059
Provision for loan losses		(3,388	)		(5,030	)		(726	)		—			(9,144	)
Noninterest income		26,255			18,192			2,280			(12	)		46,715
Depreciation and amortization		(2,162	)		(1,848	)		(148	)		—			(4,158	)
Other noninterest expense		(44,984	)		(68,155	)		(4,096	)		(27	)		(117,208	)
Securities transactions		—			20			(56	)		—			(36	)
Net income before income taxes		14,670			38			620			(100	)		15,228
Income tax expense (benefit)		3,183			(263	)		220			—			3,140
Net income (loss)	$	11,487		$	301		$	400		$	(100	)	$	12,088
Goodwill	$	23,386		$	601,820		$	4,482		$	—		$	629,688
Total assets	$	5,810,757		$	14,419,232		$	2,770,204		$	(3,242,648	)	$	19,757,545
Total interest income from affiliates	$	866		$	197		$	—		$	(1,063	)	$	—
Total interest income from external customers	$	46,505		$	62,534		$	4,684		$	1,754		$	115,477
	Three Months Ended June 30, 2010
	Hancock			LA			Other			Eliminations			Consolidated
Interest income	$	52,313		$	33,354		$	5,334		$	(1,260	)	$	89,741
Interest expense		16,176			5,743			1,094			(1,145	)		21,868
Net interest income		36,137			27,611			4,240			(115	)		67,873
Provision for loan losses		(14,252	)		(9,481	)		(784	)		—			(24,517	)
Noninterest income		17,647			10,914			6,751			(19	)		35,293
Depreciation and amortization		(2,441	)		(833	)		(206	)		—			(3,480	)
Other noninterest expense		(39,797	)		(20,488	)		(8,392	)		35			(68,642	)
Net income before income taxes		(2,706	)		7,723			1,609			(99	)		6,527
Income tax expense (benefit)		(1,898	)		1,740			185			—			27
Net income (loss)	$	(808	)	$	5,983		$	1,424		$	(99	)	$	6,500
Goodwill	$	23,386		$	33,763		$	4,482		$	—		$	61,631
Total assets	$	5,628,215		$	2,862,112		$	1,143,616		$	(1,133,925	)	$	8,500,018
Total interest income from affiliates	$	1,253		$	1		$	6		$	(1,260	)	$	—
Total interest income from external customers	$	51,060		$	33,353		$	5,328		$	—		$	89,741

	Six Months Ended June 30, 2011
	Hancock			Whitney			Other			Eliminations			Consolidated
Interest income	$	95,001		$	93,858		$	9,633		$	(482	)	$	198,010
Interest expense		20,042			10,069			2,328			(252	)		32,187
Net interest income		74,959			83,789			7,305			(230	)		165,823
Provision for loan losses		(10,964	)		(5,702	)		(1,300	)		—			(17,966	)
Noninterest income		44,081			27,887			8,950			(19	)		80,899
Depreciation and amortization		(4,508	)		(2,490	)		(355	)		—			(7,353	)
Other noninterest expense		(84,786	)		(90,111	)		(12,185	)		50			(187,032	)
Securities transactions gain/(loss)		(51	)		20			(56	)		—			(87	)
Net income before income taxes		18,731			13,393			2,359			(199	)		34,284
Income tax expense (benefit)		2,570			3,452			846			—			6,868
Net income (loss)	$	16,161		$	9,941		$	1,513		$	(199	)	$	27,416
Goodwill	$	23,386		$	601,820		$	4,482		$	—		$	629,688
Total assets	$	5,810,757		$	14,419,232		$	2,770,204		$	(3,242,648	)	$	19,757,545
Total interest income from affiliates	$	2,032		$	204		$	—		$	(2,236	)	$	—
Total interest income from external customers	$	92,969		$	93,654		$	9,633		$	1,754		$	198,010

	Six Months Ended June 30, 2010
	Hancock			LA			Other			Eliminations			Consolidated
Interest income	$	106,672		$	66,702		$	11,300		$	(2,555	)	$	182,119
Interest expense		35,940			11,823			2,230			(2,325	)		47,668
Net interest income		70,732			54,879			9,070			(230	)		134,451
Provision for loan losses		(25,853	)		(9,738	)		(2,752	)		—			(38,343	)
Noninterest income		32,640			21,090			12,991			(47	)		66,674
Depreciation and amortization		(4,960	)		(1,679	)		(414	)		—			(7,053	)
Other noninterest expense		(75,760	)		(40,457	)		(16,752	)		79			(132,890	)
Net income before income taxes		(3,201	)		24,095			2,143			(198	)		22,839
Income tax expense (benefit)		(3,956	)		6,459			2			—			2,505
Net income (loss)	$	755		$	17,636		$	2,141		$	(198	)	$	20,334
Goodwill	$	23,386		$	33,763		$	4,482		$	—		$	61,631
Total assets	$	5,628,215		$	2,862,112		$	1,143,616		$	(1,133,925	)	$	8,500,018
Total interest income from affiliates	$	2,535		$	9		$	11		$	(2,555	)	$	—
Total interest income from external customers	$	104,137		$	66,693		$	11,289		$	—		$	182,119

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Share-Based Payment Arrangements (Schedule Of Option Activity Under Stock Option Plans) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2011
Share-Based Payment Arrangements
Number of Shares, Outstanding at Beginning Balance	1,129,520
Number of Shares, Whitney Bank options at acquisition date	775,261
Number of Shares, Granted
Number of Shares, Exercised	(5,194)
Number of Shares, Forfeited or expired	(66,400)
Number of Shares, Outstanding at Ending Balance	1,833,187
Number of Shares, Exercisable at Ending Balance	1,415,195
Number of Shares, Share options expected to vest	417,992
Weighted- Average Exercise Price, Outstanding at Beginning Balance	$ 35.08
Weighted- Average Exercise Price, Whitney Bank options at acquisition date	$ 62.64
Weighted- Average Exercise Price, Granted
Weighted- Average Exercise Price, Exercised	$ 22.07
Weighted- Average Exercise Price, Forfeited or expired	$ 43.78
Weighted- Average Exercise Price, Outstanding at Ending Balance	$ 46.45
Weighted- Average Exercise Price, Exercisable at Ending Balance	$ 49.48
Weighted- Average Exercise Price, Share options expected to vest	$ 36.19
Weighted-Average Remaining Contractual Term, Outstanding at Beginning Balance	6.3
Weighted-Average Remaining Contractual Term, Whitney Bank options at acquisition date	1.8
Weighted-Average Remaining Contractual Term, Outstanding at Ending Balance	3.5
Weighted-Average Remaining Contractual Term, Exercisable at Ending Balance	2.9
Weighted-Average Remaining Contractual Term, Share options expected to vest	8.5
Aggregate Intrinsic Value, Outstanding at Ending Balance	$ 1,197
Aggregate Intrinsic Value, Exercisable at Ending Balance	$ 1,197

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Earnings Per Share (Schedule Of Computation Of Earnings Per Common Share Using The Two-Class Method) (Details) (USD $) In Thousands, except Share data	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Earnings Per Share
Net income to common shareholders	$ 12,088	$ 6,500	$ 27,416	$ 20,334
Net income allocated to participating securities - basic and diluted	77	58	151	115
Net income allocated to common shareholders - basic and diluted	$ 12,011	$ 6,442	$ 27,265	$ 20,219
Weighted-average common shares - basic	54,890,000	36,876,000	46,160,000	36,855,000
Dilutive potential common shares	145,000	202,000	150,000	220,000
Weighted average common shares - diluted	55,035,000	37,078,000	46,310,000	37,075,000
Basic	$ 0.22	$ 0.17	$ 0.59	$ 0.55
Diluted	$ 0.22	$ 0.17	$ 0.59	$ 0.55
Options were anti-dilutive share-based incentives	775,261		775,261
Anti-dilutive share-based incentives outstanding	$ 0	$ 0	$ 0	$ 0

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Acquisition Of Whitney Holding Corporation (Schedule Of Loans At Acquisition Date) (Details) (USD $) In Thousands	Jun. 30, 2011
Acquired Impaired	$ 536,833
Acquired Performing	5,919,189
Total Acquired Loans	6,456,022
Commercial Non-Real Estate [Member]
Acquired Impaired	131,729
Acquired Performing	2,328,082
Total Acquired Loans	2,459,811
Commercial Real Estate Owner-Occupied [Member]
Acquired Impaired	90,231
Acquired Performing	951,661
Total Acquired Loans	1,041,892
Construction And Land Development [Member]
Acquired Impaired	161,478
Acquired Performing	566,597
Total Acquired Loans	728,075
Commercial Real Estate Non-Owner Occupied [Member]
Acquired Impaired	85,015
Acquired Performing	842,622
Total Acquired Loans	927,637
Total Commercial/Real Estate [Member]
Acquired Impaired	468,453
Acquired Performing	4,688,962
Total Acquired Loans	5,157,415
Residential Mortgages [Member]
Acquired Impaired	68,380
Acquired Performing	788,999
Total Acquired Loans	857,379
Consumer [Member]
Acquired Performing	441,228
Total Acquired Loans	$ 441,228

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Other Service Charges, Commission And Fees, And Other Income (Components Of Other Service Charges, Commission And Fees) (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Other Service Charges, Commission And Fees, And Other Income
Trust fees	$ 5,301	$ 4,408	$ 9,292	$ 8,254
Debit card merchant discount fees	5,968	3,928	9,478	7,524
Income from insurance operations	4,628	3,641	7,878	7,153
Investment and annuity fees	3,267	2,663	6,400	4,942
ATM fees	3,290	2,321	6,021	4,272
Total other service charges, commissions and fees	$ 22,454	$ 16,961	$ 39,069	$ 32,145

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Earnings Per Share (Tables)

6 Months Ended

Jun. 30, 2011

Earnings Per Share

Schedule Of Computation Of Earnings Per Common Share Using The Two-Class Method

	Three Months Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Numerator:
Net income to common shareholders	$	12,088	$	6,500	$	27,416	$	20,334
Net income allocated to participating securities - basic and diluted		77		58		151		115
Net income allocated to common shareholders - basic and diluted	$	12,011	$	6,442	$	27,265	$	20,219
Denominator:
Weighted-average common shares - basic		54,890		36,876		46,160		36,855
Dilutive potential common shares		145		202		150		220
Weighted average common shares - diluted		55,035		37,078		46,310		37,075
Earnings per common share:
Basic	$	0.22	$	0.17	$	0.59	$	0.55
Diluted	$	0.22	$	0.17	$	0.59	$	0.55

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Condensed Consolidated Statements Of Stockholders' Equity (USD $) In Thousands, except Share data	Common Stock [Member]	Capital Surplus [Member]	Retained Earnings [Member]	Accumulated Other Comprehensive Loss, Net [Member]	Total
Balance at Dec. 31, 2009	$ 122,679	$ 257,643	$ 454,343	$ 2,998	$ 837,663
Balance, shares at Dec. 31, 2009	36,840,453
Comprehensive income
Net income per consolidated statements of income			20,334		20,334
Net change in unfunded accumulated benefit obligation, net of tax				794	794
Net change in fair value of securities available for sale, net of tax				16,709	16,709
Comprehensive income					37,837
Cash dividends declared ($0.48 per common share)			(17,843)		(17,843)
Common stock issued, long-term incentive plan, including income tax benefit, shares	37,001
Common stock issued, long-term incentive plan, including income tax benefit	123	1,473			1,596
Compensation expense, long-term incentive plan		2,029			2,029
Balance at Jun. 30, 2010	122,802	261,145	456,834	20,501	861,282
Balance, shares at Jun. 30, 2010	36,877,454
Balance at Dec. 31, 2010	122,855	263,484	470,828	(619)	856,548
Balance, shares at Dec. 31, 2010	36,893,276
Comprehensive income
Net income per consolidated statements of income			27,416		27,416
Net change in unfunded accumulated benefit obligation, net of tax				249	249
Net change in fair value of securities available for sale, net of tax				6,168	6,168
Comprehensive income					33,833
Cash dividends declared ($0.48 per common share)			(29,501)		(29,501)
Common stock issued in stock offering, shares	6,958,143
Common stock issued in stock offering	23,170	190,824			213,994
Common stock issued in connection with Whitney acquisition, shares	40,794,261
Common stock issued in connection with Whitney acquisition	135,844	1,171,203			1,307,048
Common stock issued, long-term incentive plan, including income tax benefit, shares	48,794
Common stock issued, long-term incentive plan, including income tax benefit	162	1,328			1,490
Compensation expense, long-term incentive plan		2,900			2,900
Balance at Jun. 30, 2011	$ 282,032	$ 1,629,740	$ 468,743	$ 5,798	$ 2,386,313
Balance, shares at Jun. 30, 2011	84,694,474

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New Accounting Pronouncements

6 Months Ended

Jun. 30, 2011

New Accounting Pronouncements

New Accounting Pronouncements

15. New Accounting Pronouncements

In June 2011, the Financial Accounting Standards Board (FASB) issued guidance eliminating the option to present the components of other comprehensive income as part of the statement of changes to stockholder's equity. The final standard allows an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This amendment does not change the items that must be reported in other comprehensive income or when an item in other comprehensive income must be reclassified to net income. The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011, and should be applied retrospectively. The adoption of this guidance will change presentation only and will not have a material impact on the company's financial condition or results of operations.

In May 2011, the FASB issued amendments to achieve common fair value measurement and disclosure requirements in U.S. generally accepted accounting principles (GAAP) and international financial reporting standards (IFRS) resulting in common requirements for measuring fair value and for disclosing information about fair value measurements, including a consistent meaning of the term "fair value". The Boards have concluded the common requirements will result in greater comparability of fair value measurements presented and disclosed in financial statements prepared in accordance with U.S. GAAP and IFRS. The guidance is to be applied prospectively and is effective during interim and annual periods beginning after December 15, 2011. The adoption of this guidance is not expected to have a material impact on the company's financial condition or results of operations.

In April 2011, FASB issued updated guidance for receivables regarding a creditor's determination of whether a restructuring is a troubled debt restructuring (TDR). The final standard does not change the long-standing guidance that a restructuring of a debt constitutes a TDR "if the creditor for economic or legal reasons related to the debtor's financial difficulties grants a concession to the debtor that it would not otherwise consider". The update clarifies which loan modifications constitute troubled debt restructurings and is intended to assist creditors in determining whether a modification of the terms of a receivable meets the criteria to be considered a troubled debt restructuring, both for purposes of recording an impairment loss and for disclosure of troubled debt restructurings. The new guidance is effective for interim and annual periods beginning on June 15, 2011, and should be applied retrospectively to restructurings occurring on or after the beginning of the fiscal year of adoption. The adoption of this guidance is not expected to have a material impact on the company's financial condition or results of operations.

In April 2011, FASB issued an update on reconsideration of effective control for repurchase agreements. The guidance is intended to improve the accounting for repurchase agreements ("repos") and other similar agreements. Specifically, the guidance modifies the criteria for determining when these transactions would be accounted for as financings (secured borrowings/lending agreements) as opposed to sales (purchases) with commitments to repurchase (resell). Currently, when assessing effective control, one of the conditions a transferor has to meet is the ability to repurchase or redeem the financial assets even in the event of default of the transferee. The update removes from the assessment of effective control the criterion requiring the transferor to have the ability to repurchase or redeem the financial assets on substantially the agreed terms, even in default by the transferee. The FASB's action makes the level of cash collateral received by the transferor in a repo or other similar agreement irrelevant in determining if it should be accounted for as a sale. The guidance is effective prospectively for new transfers and existing transactions that are modified in the first interim or annual period beginning on or after December 15, 2011. The adoption of this guidance is not expected to have a material impact on the company's financial condition or results of operations.

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Derivatives (Schedule Of Fair Value Of Derivative Instruments On The Balance Sheet) (Details) (Interest Rate Products [Member], USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Other Assets [Member] | Designated As Hedging Instrument [Member]
Derivative Asset, Fair Value, Gross Asset	$ 158
Other Assets [Member] | Not Designated As Hedging Instrument [Member]
Derivative Asset, Fair Value, Gross Asset	8,481	2,952
Other Liabilities [Member] | Designated As Hedging Instrument [Member]
Derivative Liability, Fair Value, Gross Liability
Other Liabilities [Member] | Not Designated As Hedging Instrument [Member]
Derivative Liability, Fair Value, Gross Liability	8,716	2,952
Designated As Hedging Instrument [Member]
Derivative Asset, Fair Value, Gross Asset	158
Derivative Liability, Fair Value, Gross Liability
Not Designated As Hedging Instrument [Member]
Derivative Asset, Fair Value, Gross Asset	8,481	2,952
Derivative Liability, Fair Value, Gross Liability	$ 8,716	$ 2,952

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Long-Term Debt (Tables)

6 Months Ended

Jun. 30, 2011

Long-Term Debt

Schedule Of Long-Term Debt

	June 30, 2011		December 31, 2011
Subordinated notes payable	$	150,000	$	—
Term note payable		140,000
Subordinated debentures		16,812		—
Other long-term debt		53,290		376
Total long-term debt	$	360,102	$	376

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Other Expense (Components Of Other Expense) (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Other Expense
Data processing expense	$ 7,106	$ 6,382	$ 12,251	$ 12,520
Insurance expense	652	498	1,154	989
Ad valorem and franchise taxes	1,557	1,049	2,594	2,030
Deposit insurance and regulatory fees	3,232	2,904	6,344	5,538
Postage and communications	3,642	2,651	6,402	5,223
Stationery and supplies	1,512	773	2,085	1,357
Advertising	2,127	2,193	4,176	3,538
Training expenses	208	163	408	333
Other fees	955	876	1,813	1,877
Travel expense	677	658	1,065	1,072
Other real estate owned expense, net	1,860	2,027	3,301	2,708
Other expense	3,375	2,720	5,855	5,649
Total other expense	$ 26,903	$ 22,894	$ 47,448	$ 42,834

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Retirement Plans (Components Of Net Periodic Benefits Cost) (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Pension Benefits [Member]
Service cost	$ 1,172	$ 875	$ 2,344	$ 1,750
Interest cost	1,363	1,308	2,726	2,617
Expected return on plan assets	(1,373)	(1,161)	(2,745)	(2,323)
Amortization of net loss	586	570	1,172	1,140
Net periodic benefit cost	1,748	1,592	3,497	3,184
Other Post-Retirement Benefits [Member]
Service cost	35	31	69	62
Interest cost	152	139	305	278
Amortization of prior service cost	(13)	(13)	(27)	(26)
Amortization of net loss	134	76	269	151
Amortization of transition obligation	2	1	3	2
Net periodic benefit cost	$ 310	$ 234	$ 619	$ 467

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Condensed Consolidated Statements Of Cash Flows (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 27,416	$ 20,334
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	9,256	7,051
Provision for loan losses	17,966	38,343
Losses on other real estate owned	969	1,470
Deferred tax expense (benefit)	26,190	(8,342)
Increase in cash surrender value of life insurance contracts	(5,746)	(4,101)
Loss on sales of securities available for sale, net	87
Gain on sale or disposal of other assets	(598)	(295)
Gain on sale of loans held for sale	(50)	(1,328)
Net amortization of securities premium/discount	3,960	2,658
Amortization of intangible assets	2,235	1,487
Stock-based compensation expense	2,900	2,029
Increase (decrease) in other liabilities	193,126	(2,518)
Decrease (increase) in FDIC Indemnification Asset	47,002	(1,387)
(Increase) decrease in other assets	(40,431)	51,620
Proceeds from sale of loans held for sale	192,458	698,245
Originations of loans held for sale	(188,465)	(692,961)
Excess tax benefit from share based payments	(151)	(259)
Other, net	146	(477)
Net cash provided by operating activities	288,270	111,569
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase (decrease) in interest-bearing time deposits	107,634	(38,120)
Proceeds from sales of securities available for sale	323,426
Proceeds from maturities of securities available for sale	383,235	218,618
Purchases of securities available for sale	(1,151,041)	(270,433)
Net increase in short term investments, excluding amortization	274,974	115,001
Net decrease in federal funds sold	3,154	295
Net decrease in loans	144,707	64,862
Purchases of property and equipment	(38,544)	(11,416)
Proceeds from sales of property and equipment	1,912	411
Cash paid for acquisition, net of cash received	(74,653)
Proceeds from sales of other real estate	30,660	7,332
Net cash provided by (used in) investing activities	5,464	86,550
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits	(369,734)	(235,241)
Net (decrease) increase in federal funds purchased and securities sold under agreements to repurchase	(7,013)	18,158
Repayments of long-term notes	14
Repayments of short-term notes	(115)	(183)
Proceeds from issuance of long-term notes	140,000
Dividends paid	(29,501)	(17,843)
Proceeds from exercise of stock options	116
Proceeds from stock offering	213,994
Excess tax benefit from stock option exercises	151	259
Net cash provided by (used in) financing activities	(52,088)	(234,850)
NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS	241,646	(36,731)
CASH AND DUE FROM BANKS, BEGINNING	139,687	204,714
CASH AND DUE FROM BANKS, ENDING	381,333	167,983
SUPPLEMENTAL INFORMATION FOR NON-CASH INVESTING AND FINANCING ACTIVITIES
Transfers from loans to other real estate	40,273	39,587
Financed sale of foreclosed property	617	260
Transfers from loans to loans held for sale		10,613
Common Stock issued in connection with acquisition	1,307,048
Fair value of assets acquired	11,235,000
Liabilities assumed	(10,133,000)
Net identifiable assets acquired	$ 1,102,000

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Share-Based Payment Arrangements

6 Months Ended

Jun. 30, 2011

Share-Based Payment Arrangements

Share-Based Payment Arrangements

9. Share-Based Payment Arrangements

Stock Option Plans

Hancock maintains incentive compensation plans that incorporate share-based compensation. These plans have been approved by the Company's shareholders. Detailed descriptions of these plans were included in note 11 to the consolidated financial statements in the Company's annual report on Form 10-K for the year ended December 31, 2010. No options were granted in the first six months of 2011.

Whitney's outstanding stock options were converted and remain outstanding at the date of acquisition. These options will expire at the earlier of (1) their expiration date (which is generally ten years after the grant date), except for grants made in 2005, which will expire six months following the Merger or (2) a date following termination of employment, as set forth in the merger document. These options have no intrinsic value.

A summary of option activity under the plans for the three months ended June 30, 2011, and changes during the three months then ended is presented below:

Options	Number of Shares			Weighted- Average Exercise Price ($)		Weighted- Average Remaining Contractual Term (Years)		Aggregate Intrinsic Value ($000)
Outstanding at January 1, 2011		1,129,520		$	35.08		6.3
Whitney Bank options at acquisition date		775,261		$	62.64		1.8
Granted		—		$	—
Exercised		(5,194	)	$	22.07			$	—
Forfeited or expired		(66,400	)	$	43.78
Outstanding at June 30, 2011		1,833,187		$	46.45		3.5	$	1,197
Exercisable at June 30, 2011		1,415,195		$	49.48		2.9	$	1,197
Share options expected to vest		417,992		$	36.19		8.5	$	—

The total intrinsic value of options exercised during the three months ended June 30, 2011 and 2010 was $0.1 million and $0.6 million, respectively.

A summary of the status of the Company's nonvested shares as of June 30, 2011, and changes during the six months ended June 30, 2011, is presented below:

	Number of Shares			Weighted- Average Grant-Date Fair Value ($)
Nonvested at January 1, 2011		855,873		$	23.93
Granted		519,162		$	32.17
Vested		(84,654	)	$	26.00
Forfeited		(11,792	)	$	28.18
Nonvested at June 30 , 2011		1,278,589		$	27.10

As of June 30, 2011, there was $28.8 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the plans. That cost is expected to be recognized over a weighted-average period of 3.4 years. The total fair value of shares which vested during the six months ended June 30, 2011 and 2010 was $2.2 million and $1.6 million, respectively.

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Loans And Allowance For Loan Losses (Changes In The Carrying Amount Of Covered Acquired Loans And Accretable Yield For Loans Receivable) (Details) (USD $) In Thousands	6 Months Ended
	Jun. 30, 2011		Jun. 30, 2010
Covered [Member]
Carrying Amount of Loans, Balance at beginning of period	$ 809,459	[1]	$ 950,430	[1]
Carrying Amount of Loans, Additions				[1]
Carrying Amount of Loans, Payments received, net	(87,736)	[1]	(112,894)	[1]
Carrying Amount of Loans, Accretion	26,834	[1]	30,107	[1]
Carrying Amount of Loans, Balance at end of period	748,557	[1]	867,643	[1]
Net Accretable Discount, Balance at beginning of period	107,638		315,782
Net Accretable Discount, Additions
Net Accretable Discount, Payment received, net
Net Accretable Discount, Accretion	(26,834)		(30,107)
Net Accretable Discount, Balance at end of period	80,804		285,675
Non-Covered [Member]
Carrying Amount of Loans, Balance at beginning of period		[1]
Carrying Amount of Loans, Additions	536,833	[1]
Carrying Amount of Loans, Payments received, net	(23,778)	[1]
Carrying Amount of Loans, Accretion	3,140	[1]
Carrying Amount of Loans, Balance at end of period	516,195	[1]
Net Accretable Discount, Balance at beginning of period
Net Accretable Discount, Additions	94,733
Net Accretable Discount, Payment received, net
Net Accretable Discount, Accretion	(3,140)
Net Accretable Discount, Balance at end of period	$ 91,593

[1] Excludes covered credit card loans and mortgage loans held for sale

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Loans And Allowance For Loan Losses (Summary Of Age Analysis Of Past Due Loans) (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
30-89 days past due	$ 40,908	$ 41,071
Greater than 90 days past due	121,702	122,477
Total past due	162,610	163,548
Current	11,086,443	4,793,616
Total Loans	11,249,053	4,957,164
Recorded investment > 90 days and accruing	4,057	1,492
Commercial - Originated [Member]
30-89 days past due	12,600
Greater than 90 days past due	39,506
Total past due	52,106
Current	2,775,243
Total Loans	2,827,349
Recorded investment > 90 days and accruing	1,909
Commercial Loan [Member]
30-89 days past due		12,463
Greater than 90 days past due		41,967
Total past due		54,430
Current		2,706,363
Total Loans		2,760,793
Recorded investment > 90 days and accruing		300
Commercial - Restructured [Member]
Greater than 90 days past due	8,410	8,712
Total past due	8,410	8,712
Current	10,196	3,929
Total Loans	18,606	12,641
Commercial - Acquired [Member]
Current	5,040,123
Total Loans	5,040,123
Commercial - Covered [Member]
Greater than 90 days past due	33,869	41,917
Total past due	33,869	41,917
Current	313,572	332,414
Total Loans	347,441	374,331
Residential Mortgages [Member]
30-89 days past due		22,109
Greater than 90 days past due		19,573
Total past due		41,682
Current		324,502
Total Loans		366,184
Recorded investment > 90 days and accruing		874
Residential Mortgages - Originated [Member]
30-89 days past due	21,481
Greater than 90 days past due	27,942
Total past due	49,423
Current	316,238
Total Loans	365,661
Recorded investment > 90 days and accruing	530
Residential Mortgages - Acquired [Member]
Current	830,667
Total Loans	830,667
Residential Mortgages - Covered [Member]
Greater than 90 days past due	2,710	3,199
Total past due	2,710	3,199
Current	244,779	290,306
Total Loans	247,489	293,505
Indirect Consumer - Originated [Member]
Current	278,261
Total Loans	278,261
Indirect Consumer [Member]
Current		309,454
Total Loans		309,454
Direct Consumer [Member]
30-89 days past due		4,488
Greater than 90 days past due		5,180
Total past due		9,668
Current		588,279
Total Loans		597,947
Recorded investment > 90 days and accruing		318
Direct Consumer - Originated [Member]
30-89 days past due	2,311
Greater than 90 days past due	2,002
Total past due	4,313
Current	593,280
Total Loans	597,593
Recorded investment > 90 days and accruing	65
Direct Consumer - Acquired [Member]
30-89 days past due	1,776
Greater than 90 days past due	3,057
Total past due	4,833
Current	442,263
Total Loans	447,096
Recorded investment > 90 days and accruing	1,553
Direct Consumer - Covered [Member]
Greater than 90 days past due	2,935	170
Total past due	2,935	170
Current	149,944	141,145
Total Loans	152,879	141,315
Finance Company [Member]
30-89 days past due	2,740	2,011
Greater than 90 days past due	1,271	1,759
Total past due	4,011	3,770
Current	91,877	97,224
Total Loans	$ 95,888	$ 100,994

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Retirement Plans (Components Of Net Periodic Benefits Cost) (Details) (USD $) In Thousands	1 Months Ended	3 Months Ended		6 Months Ended		1 Months Ended	3 Months Ended		6 Months Ended
	Jun. 30, 2011 Whitney Sponsored Plan [Member] Pension Benefits [Member]	Jun. 30, 2011 Pension Benefits [Member]	Jun. 30, 2010 Pension Benefits [Member]	Jun. 30, 2011 Pension Benefits [Member]	Jun. 30, 2010 Pension Benefits [Member]	Jun. 30, 2011 Whitney Sponsored Plan [Member] Other Post-Retirement Benefits [Member]	Jun. 30, 2011 Other Post-Retirement Benefits [Member]	Jun. 30, 2010 Other Post-Retirement Benefits [Member]	Jun. 30, 2011 Other Post-Retirement Benefits [Member]	Jun. 30, 2010 Other Post-Retirement Benefits [Member]
Service cost	$ 536	$ 1,172	$ 875	$ 2,344	$ 1,750	$ 4	$ 35	$ 31	$ 69	$ 62
Interest cost	952	1,363	1,308	2,726	2,617	63	152	139	305	278
Expected return on plan assets	(1,375)	(1,373)	(1,161)	(2,745)	(2,323)
Net periodic benefit cost	$ 113	$ 1,748	$ 1,592	$ 3,497	$ 3,184	$ 67	$ 310	$ 234	$ 619	$ 467

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Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2011

Segment Reporting

Schedule Of Segment Reporting Information

	Three Months Ended June 30, 2011
	Hancock			Whitney			Other			Eliminations			Consolidated
Interest income	$	47,371		$	62,731		$	4,684		$	691		$	115,477
Interest expense		8,422			5,872			1,318			806			16,418
Net interest income		38,949			56,859			3,366			(115	)		99,059
Provision for loan losses		(3,388	)		(5,030	)		(726	)		—			(9,144	)
Noninterest income		26,255			18,192			2,280			(12	)		46,715
Depreciation and amortization		(2,162	)		(1,848	)		(148	)		—			(4,158	)
Other noninterest expense		(44,984	)		(68,155	)		(4,096	)		(27	)		(117,208	)
Securities transactions		—			20			(56	)		—			(36	)
Net income before income taxes		14,670			38			620			(100	)		15,228
Income tax expense (benefit)		3,183			(263	)		220			—			3,140
Net income (loss)	$	11,487		$	301		$	400		$	(100	)	$	12,088
Goodwill	$	23,386		$	601,820		$	4,482		$	—		$	629,688
Total assets	$	5,810,757		$	14,419,232		$	2,770,204		$	(3,242,648	)	$	19,757,545
Total interest income from affiliates	$	866		$	197		$	—		$	(1,063	)	$	—
Total interest income from external customers	$	46,505		$	62,534		$	4,684		$	1,754		$	115,477
	Three Months Ended June 30, 2010
	Hancock			LA			Other			Eliminations			Consolidated
Interest income	$	52,313		$	33,354		$	5,334		$	(1,260	)	$	89,741
Interest expense		16,176			5,743			1,094			(1,145	)		21,868
Net interest income		36,137			27,611			4,240			(115	)		67,873
Provision for loan losses		(14,252	)		(9,481	)		(784	)		—			(24,517	)
Noninterest income		17,647			10,914			6,751			(19	)		35,293
Depreciation and amortization		(2,441	)		(833	)		(206	)		—			(3,480	)
Other noninterest expense		(39,797	)		(20,488	)		(8,392	)		35			(68,642	)
Net income before income taxes		(2,706	)		7,723			1,609			(99	)		6,527
Income tax expense (benefit)		(1,898	)		1,740			185			—			27
Net income (loss)	$	(808	)	$	5,983		$	1,424		$	(99	)	$	6,500
Goodwill	$	23,386		$	33,763		$	4,482		$	—		$	61,631
Total assets	$	5,628,215		$	2,862,112		$	1,143,616		$	(1,133,925	)	$	8,500,018
Total interest income from affiliates	$	1,253		$	1		$	6		$	(1,260	)	$	—
Total interest income from external customers	$	51,060		$	33,353		$	5,328		$	—		$	89,741

	Six Months Ended June 30, 2011
	Hancock			Whitney			Other			Eliminations			Consolidated
Interest income	$	95,001		$	93,858		$	9,633		$	(482	)	$	198,010
Interest expense		20,042			10,069			2,328			(252	)		32,187
Net interest income		74,959			83,789			7,305			(230	)		165,823
Provision for loan losses		(10,964	)		(5,702	)		(1,300	)		—			(17,966	)
Noninterest income		44,081			27,887			8,950			(19	)		80,899
Depreciation and amortization		(4,508	)		(2,490	)		(355	)		—			(7,353	)
Other noninterest expense		(84,786	)		(90,111	)		(12,185	)		50			(187,032	)
Securities transactions gain/(loss)		(51	)		20			(56	)		—			(87	)
Net income before income taxes		18,731			13,393			2,359			(199	)		34,284
Income tax expense (benefit)		2,570			3,452			846			—			6,868
Net income (loss)	$	16,161		$	9,941		$	1,513		$	(199	)	$	27,416
Goodwill	$	23,386		$	601,820		$	4,482		$	—		$	629,688
Total assets	$	5,810,757		$	14,419,232		$	2,770,204		$	(3,242,648	)	$	19,757,545
Total interest income from affiliates	$	2,032		$	204		$	—		$	(2,236	)	$	—
Total interest income from external customers	$	92,969		$	93,654		$	9,633		$	1,754		$	198,010

	Six Months Ended June 30, 2010
	Hancock			LA			Other			Eliminations			Consolidated
Interest income	$	106,672		$	66,702		$	11,300		$	(2,555	)	$	182,119
Interest expense		35,940			11,823			2,230			(2,325	)		47,668
Net interest income		70,732			54,879			9,070			(230	)		134,451
Provision for loan losses		(25,853	)		(9,738	)		(2,752	)		—			(38,343	)
Noninterest income		32,640			21,090			12,991			(47	)		66,674
Depreciation and amortization		(4,960	)		(1,679	)		(414	)		—			(7,053	)
Other noninterest expense		(75,760	)		(40,457	)		(16,752	)		79			(132,890	)
Net income before income taxes		(3,201	)		24,095			2,143			(198	)		22,839
Income tax expense (benefit)		(3,956	)		6,459			2			—			2,505
Net income (loss)	$	755		$	17,636		$	2,141		$	(198	)	$	20,334
Goodwill	$	23,386		$	33,763		$	4,482		$	—		$	61,631
Total assets	$	5,628,215		$	2,862,112		$	1,143,616		$	(1,133,925	)	$	8,500,018
Total interest income from affiliates	$	2,535		$	9		$	11		$	(2,555	)	$	—
Total interest income from external customers	$	104,137		$	66,693		$	11,289		$	—		$	182,119

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Income Taxes

6 Months Ended

Jun. 30, 2011

Income Taxes

Income Taxes

13. Income Taxes

In determining the effective tax rate and tax expense for the three months and six months ended June 30, 2011, the Company referred to the actual results for the current interim periods rather than projected results for the full year. Projections for pretax income for the full year vary widely primarily due to difficulty in estimating the timing and amount of integration costs for our acquisition of Whitney. Changes in these estimates cause significant volatility in a projected tax rate.

Management analyzed the deferred tax assets and liabilities of the Company after the merger with Whitney in order to determine if as valuation allowance was warranted against any deferred tax assets. As a result of the Whitney merger, federal and state net operating loss carryforwards and tax credits were acquired that will be able to be utilized by the Company going forward, subject to certain limitations. Based on the current projections for the Company, and considering the appropriate limitations, the entire federal net operating loss is expected to be fully utilized within the next few years. Based on the Company's history of sustained profitability, combined with income projections and the full utilization of the material tax attributes obtained in the merger, no additional valuation allowances against deferred tax assets were deemed to be necessary.

Louisiana-sourced income of commercial banks is not subject to state income taxes. Rather, a bank in Louisiana pays a tax based on the value of its capital stock in lieu of income and franchise taxes. The Company's corporate value tax, related to our Whitney Bank subsidiary headquartered in Louisiana, is included in noninterest expense. This expense will fluctuate in part based on changes in the Whitney Bank's equity and earnings and in part based on market valuation trends for the banking industry.

There were no material uncertain tax positions as of June 30, 2011 and December 31, 2010. The Company does not expect that unrecognized tax benefits will significantly increase or decrease within the next 12 months.

It is the Company's policy to recognize interest and penalties accrued relative to unrecognized tax benefits in income tax expense. The interest accrual is considered immaterial to the Company's consolidated financial statements as of June 30, 2011 and December 31, 2010.

The Company and its subsidiaries file a consolidated U.S. federal income tax return and various returns in the states where its banking offices are located. Its filed income tax returns are no longer subject to examination by taxing authorities for years before 2007.

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Condensed Consolidated Balance Sheets (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
ASSETS
Cash and due from banks	$ 381,333	$ 139,687
Interest-bearing deposits with other banks	971,941	364,066
Federal funds sold	5,120	124
Other short-term investments		274,974
Securities available for sale, at fair value (amortized cost of $4,520,793 and $1,445,721)	4,573,973	1,488,885
Loans held for sale	67,081	21,866
Loans	11,259,991	4,968,149
Less: allowance for loan losses	(112,407)	(81,997)
unearned income	(10,938)	(10,985)
Loans, net	11,136,646	4,875,167
Property and equipment, net of accumulated depreciation of $134,416 and $125,383	522,008	209,919
Prepaid expenses	82,808	29,786
Other real estate, net	121,570	32,520
Accrued interest receivable	56,990	30,157
Goodwill and non-amortizing intangibles	629,688	61,631
Other intangible assets, net	222,621	13,204
Life insurance contracts	348,603	159,377
FDIC loss share receivable	282,134	329,136
Deferred tax asset, net	151,714	6,541
Other assets	203,315	101,287
Total assets	19,757,545	8,138,327
Deposits:
Non-interest bearing demand	4,852,440	1,127,246
Interest-bearing savings, NOW, money market and time	10,735,469	5,648,473
Total deposits	15,587,909	6,775,719
Federal funds purchased	25,085
Securities sold under agreements to repurchase	888,831	364,676
Other short-term borrowings	6,800
FHLB borrowings	10,057	10,172
Long-term debt	360,102	376
Accrued interest payable	10,180	4,007
Payable for securities not settled	204,139
Other liabilities	278,129	126,829
Total liabilities	17,371,232	7,281,779
Stockholders' Equity
Common stock - $3.33 par value per share; 350,000,000 shares authorized, 84,694,474 and 36,893,276 issued and outstanding, respectively	282,032	122,855
Capital surplus	1,629,740	263,484
Retained earnings	468,743	470,828
Accumulated other comprehensive gain(loss), net	5,798	(619)
Total stockholders' equity	2,386,313	856,548
Total liabilities and stockholders' equity	$ 19,757,545	$ 8,138,327

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Acquisition Of Whitney Holding Corporation (Assets Purchased And The Liabilities Assumed And The Adjustments To Fair Value) (Details) (USD $)	6 Months Ended						6 Months Ended
	Jun. 30, 2011	Jun. 04, 2011	Dec. 31, 2010	Jun. 30, 2010	Jul. 04, 2011 Whitney Holding Corporation [Member]		Jun. 30, 2011 Credit Card Relationships [Member]	Jun. 30, 2011 Trust [Member]
Cash and cash equivalents					$ 957,000,000
Loans held for sale	67,081,000		21,866,000		57,000,000
Securities					2,635,000,000
Loans and leases					6,456,000,000
Property and equipment	522,008,000		209,919,000		284,000,000
Other intangible assets					266,000,000	[1]
Other assets					580,000,000
Total assets	19,757,545,000		8,138,327,000	8,500,018,000	11,235,000,000
Deposits	15,587,909,000		6,775,719,000		9,182,000,000
Borrowings					776,000,000
Other liabilities	278,129,000		126,829,000		175,000,000
Total liabilities	17,371,232,000		7,281,779,000		10,133,000,000
Net identifiable assets acquired	11,700,000,000				1,102,000,000
Goodwill	629,688,000			61,631,000	514,000,000	[2]
Net assets acquired					1,616,000,000
Hancock Holding Company common shares issued (in millions)					41,000,000
Purchase price per share of the Company's common stock					$ 32.04	[3]
Company common stock issued and cash exchanged for fractional shares					1,307,000,000
Stock options converted					1,000,000
Cash paid for preferred TARP stock and warrant					308,000,000
Fair value of total consideration transferred		1,600,000,000			1,616,000,000
Goodwill expected to deductible	$ 0
CDI intangible assets, amortization life, minimum	12
CDI intangible assets, amortization life, maximum	17
Amortization life, years							15	10

[1] Intangible assets consists of core deposit intangible of $189 million, trade name of $54 million, trust relationships of $11 million, and credit card relationships of $11 million. The amortization is life 12 - 17 years for the CDI intangible asset; 15 years for credit card relationships and 10 years for trust. They will be amortized on an accelerated basis.

[2] No goodwill is expected to be deductible for federal income tax purposes. The goodwill will be primarily allocated to the Whitney Bank segment.

[3] The value of the shares of common stock exchanged with Whitney shareholders was based upon the closing price of the Company's common stock at June 3, 2011, the last traded day prior to the date of acquisition.

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Securities (Narrative) (Details) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Securities
Securities classified as held to maturity or trading
Securities available for sale, Fair Value	4,573,973,000	1,488,885,000
Securities in unrealized loss position	2,237,866,000	289,304,000
Loss position	9,993,000	8,537,000
Securities pledged to secure public deposits and securities sold under agreements to repurchase	2,700,000,000	1,300,000,000
U.S. government agency discount notes as securities available for sale		274,974,000
Gross unrealized losses to evaluate for impairment
Other short-term investments		$ 274,974,000

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Loans And Allowance For Loan Losses (Summary Of Composition Of Non-Accrual Loans By Portfolio Segment) (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Non-accrual loans	$ 117,645	$ 120,985
Commercial - Originated [Member]
Non-accrual loans	37,597	41,667
Commercial - Restructured [Member]
Non-accrual loans	8,410	8,712
Commercial - Covered [Member]
Non-accrual loans	33,869	41,917
Residential Mortgages - Originated [Member]
Non-accrual loans	27,412	18,699
Residential Mortgages - Covered [Member]
Non-accrual loans	2,710	3,199
Indirect Consumer - Originated [Member]
Non-accrual loans
Direct Consumer - Originated [Member]
Non-accrual loans	1,937	4,862
Direct Consumer - Acquired [Member]
Non-accrual loans	1,504
Direct Consumer - Covered [Member]
Non-accrual loans	2,935	170
Finance Company - Originated [Member]
Non-accrual loans	$ 1,271	$ 1,759

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Retirement Plans (Narrative) (Details) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2011	Jun. 04, 2011
Discretionary profit sharing contribution in percentage	4.00%
Discount rate		5.35%
Maximum [Member]
Defined benefit plan post merger continuation period, in months	12
Minimum [Member]
Defined benefit plan post merger continuation period, in months	18
Retirement Plan [Member]
Project benefit obligation	$ 217.0
Plan assets		223.5
Restoration Plan [Member]
Project benefit obligation	14.4
Plan assets		0
Pension Benefits [Member]
Anticipated contributions	10.0
Contributions	5.7
Other Post-Retirement Benefits [Member]
Anticipated contributions	1.8
Contributions	$ 0.7

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Derivatives (Schedule Showing Effect Of Derivative Instruments On The Income Statement) (Details) (USD $) In Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Derivative Instruments, Gain Recognized in Other Comprehensive Income (Loss), Effective Portion	$ 158		$ 158
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net
Derivative Instruments, Loss Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing
Derivative Instruments, Gain (Loss) Recognized in Income, Net	36		36
Interest Rate Products [Member]
Derivative Instruments, Gain Recognized in Other Comprehensive Income (Loss), Effective Portion	158		158
Interest Rate Products [Member] | Not Designated As Hedging Instrument [Member]
Derivative Instruments, Gain (Loss) Recognized in Income, Net	36		36
Interest Income Other Non Interest Income [Member]
Derivative Instruments, Gain (Loss) Reclassified from Accumulated OCI into Income, Effective Portion, Net
Other Non Interest Income [Member]
Derivative Instruments, Loss Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing

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Fair Value (Schedule Of Financial Assets And Liabilities Measured At Fair Value On Recurring Basis) (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Total available for sale securities, Fair Value	$ 4,573,973	$ 1,488,885
Other short-term investments		274,974
Total assets	4,582,612	1,766,811
Total Liabilities	8,716	2,952
Level 1 [Member]
Other short-term investments		274,974
Total assets	460,285	411,679
Total Liabilities
Level 1 [Member] | Debt Securities Issued By The U.S. Treasury And Other Government Corporations And Agencies [Member]
Total available for sale securities, Fair Value	436,331	117,435
Level 1 [Member] | Debt Securities Issued By States Of The United States And Political Subdivisions Of The States [Member]
Total available for sale securities, Fair Value
Level 1 [Member] | Corporate Debt Securities [Member]
Total available for sale securities, Fair Value	18,884	15,285
Level 1 [Member] | Residential Mortgage-Backed Securities [Member]
Total available for sale securities, Fair Value
Level 1 [Member] | Collateralized Mortgage Obligations [Member]
Total available for sale securities, Fair Value
Level 1 [Member] | Equity Securities [Member]
Total available for sale securities, Fair Value	5,070	3,985
Level 1 [Member] | Derivative Financial Instruments, Assets [Member]
Total available for sale securities, Fair Value
Level 1 [Member] | Derivative Financial Instruments, Liabilities [Member]
Total available for sale securities, Fair Value
Total Liabilities
Level 2 [Member]
Other short-term investments
Total assets	4,122,327	1,355,132
Total Liabilities	8,716	2,952
Level 2 [Member] | Debt Securities Issued By The U.S. Treasury And Other Government Corporations And Agencies [Member]
Total available for sale securities, Fair Value
Level 2 [Member] | Debt Securities Issued By States Of The United States And Political Subdivisions Of The States [Member]
Total available for sale securities, Fair Value	318,836	180,443
Level 2 [Member] | Corporate Debt Securities [Member]
Total available for sale securities, Fair Value
Level 2 [Member] | Residential Mortgage-Backed Securities [Member]
Total available for sale securities, Fair Value	2,285,127	799,686
Level 2 [Member] | Collateralized Mortgage Obligations [Member]
Total available for sale securities, Fair Value	1,509,725	372,051
Level 2 [Member] | Equity Securities [Member]
Total available for sale securities, Fair Value
Level 2 [Member] | Derivative Financial Instruments, Assets [Member]
Total available for sale securities, Fair Value	8,639	2,952
Level 2 [Member] | Derivative Financial Instruments, Liabilities [Member]
Total available for sale securities, Fair Value		2,952
Total Liabilities	8,716
Debt Securities Issued By The U.S. Treasury And Other Government Corporations And Agencies [Member]
Total available for sale securities, Fair Value	436,331	117,435
Debt Securities Issued By States Of The United States And Political Subdivisions Of The States [Member]
Total available for sale securities, Fair Value	318,836	180,443
Corporate Debt Securities [Member]
Total available for sale securities, Fair Value	18,884	15,285
Residential Mortgage-Backed Securities [Member]
Total available for sale securities, Fair Value	2,285,127	799,686
Collateralized Mortgage Obligations [Member]
Total available for sale securities, Fair Value	1,509,725	372,051
Equity Securities [Member]
Total available for sale securities, Fair Value	5,070	3,985
Derivative Financial Instruments, Assets [Member]
Total available for sale securities, Fair Value	8,639	2,952
Derivative Financial Instruments, Liabilities [Member]
Total available for sale securities, Fair Value		2,952
Total Liabilities	$ 8,716

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Loans And Allowance For Loan Losses (Loans, Net Of Unearned Income) (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Total commercial	$ 3,076,731	$ 559,303
Total construction	1,371,351	652,857
Total real estate	3,241,037	1,413,287
Total municipal loans	498,418	471,597
Total residential mortgage loans	1,443,817	659,689
Total consumer loans	1,197,568	739,262
Loans, net	11,249,053	4,957,164
Construction [Member] | Originated [Member]
Total construction	476,711	495,590
Construction [Member] | Acquired [Member]
Total construction	741,151
Construction [Member] | Covered [Member]
Total construction	153,489	157,267
Real Estate [Member] | Originated [Member]
Total real estate	1,232,144	1,231,414
Real Estate [Member] | Acquired [Member]
Total real estate	1,861,373
Real Estate [Member] | Covered [Member]
Total real estate	147,520	181,873
Municipal Loans [Member] | Originated [Member]
Total municipal loans	485,233	471,057
Municipal Loans [Member] | Acquired [Member]
Total municipal loans	12,712
Municipal Loans [Member] | Covered [Member]
Total municipal loans	473	540
Commercial Loan [Member]
Total commercial loans	8,233,519	3,147,765
Loans, net		2,760,793
Commercial Loan [Member] | Originated [Member]
Total commercial	605,885	524,653
Total commercial loans	2,845,955	2,773,435
Commercial Loan [Member] | Acquired [Member]
Total commercial	2,424,887
Total commercial loans	5,040,123
Commercial Loan [Member] | Covered [Member]
Total commercial	45,959	34,650
Total commercial loans	347,441	374,330
Residential Mortgage Loans [Member] | Originated [Member]
Total residential mortgage loans	365,661	366,183
Residential Mortgage Loans [Member] | Acquired [Member]
Total residential mortgage loans	830,667
Residential Mortgage Loans [Member] | Covered [Member]
Total residential mortgage loans	247,489	293,506
Direct Consumer [Member]
Loans, net		597,947
Direct Consumer [Member] | Originated [Member]
Total consumer loans	597,593	597,947
Direct Consumer [Member] | Acquired [Member]
Total consumer loans	447,096
Direct Consumer [Member] | Covered [Member]
Total consumer loans	152,879	141,315
Indirect Consumer [Member]
Loans, net		309,454
Indirect Consumer [Member] | Originated [Member]
Total consumer loans	278,261	309,454
Originated Loan [Member]
Loans, net	4,183,358	4,148,013
Acquired Loans [Member]
Loans, net	6,317,886
Covered Loans [Member]
Loans, net	747,809	809,151
Originated [Member]
Lease financing	45,982	50,721
Finance Company loans	$ 95,888	$ 100,994

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Acquisition Of Whitney Holding Corporation (Schedule Of Goodwill And Other Non-Amortizing Intangibles Reconciliation) (Details) (USD $) In Thousands	Jun. 30, 2011	Dec. 31, 2010
Acquisition Of Whitney Holding Corporation
Goodwill and non-amortizing intangibles	$ 629,688	$ 61,631
Goodwill Whitney acquisition	513,917
Trade Name Whitney acquisition	54,140
Goodwill and non-amortizing intangibles	$ 629,688	$ 61,631