8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2013

HANCOCK HOLDING COMPANY

(Exact name of registrant as specified in its charter)

Mississippi	0-13089	64-0693170
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Hancock Plaza 2510 14th Street Gulfport, Mississippi	39501
(Address of principal executive offices)	(Zip Code)

(228) 868-4000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Entry into New Change in Control Employment Agreements; Elimination of Excise Tax Gross-Up Provisions. The Board of Directors of Hancock Holding Company (the “Company”) has determined that going forward, it will no longer provide excise tax gross-up provisions in new or amended change in control arrangements. In support of this new policy, on February 8, 2013, the Company entered into new change in control employment agreements (the “Agreements”) with all but two of the executive officers of the Company, including Carl J. Chaney, President and CEO; John M. Hairston, CEO and Chief Operating Officer; Michael M. Achary, Chief Financial Officer, and D. Shane Loper, Chief Risk Officer (the “Executives”). The remaining two executive officers continue to be governed by retention agreements executed in connection with our acquisition of Whitney Holding Corporation on June 4, 2011. These retention agreements will expire on June 4, 2014, at which time the executives will be offered this new Agreement as well.

For each Executive, the new Agreement supersedes and terminates his previous change in control employment agreement and will remain in effect through December 31, 2015, renewing for one-year terms thereafter unless terminated earlier in accordance with its terms. The Agreements are not employment agreements and do not guarantee any employment terms prior to a change in control. In the event of a change in control (as defined in the Agreement), the Executive is entitled to certain employment protections during the period beginning on the closing date of the change in control and ending on the last day of the month that is two years after the closing date (the “Employment Period”). If, during the Employment Period, the Executive’s employment is terminated by the Company without cause, by the Executive with good reason or by reason of the Executive’s disability, (as such terms are defined in the Agreement), then the Executive will be entitled to (1) a lump sum severance equal to three times (in the case of Messrs. Chaney and Hairston) or two times (in the case of Messrs. Achary and Loper) the sum of the base salary received in the twelve months prior to termination and the average annual bonus paid to the Executive in the previous three fiscal years; (2) continued coverage under the Company’s group health plan for 36 months (in the case of Messrs. Chaney and Hairston) or 24 months (in the case of Messrs. Achary and Loper), or until Executive is covered by the group health plan of another employer providing substantially the same benefits, if earlier; and (3) fully vest in, and become entitled to payment of, all outstanding incentive compensation (both cash- or stock-based) unless the incentive compensation is based on performance, in which case, if the performance period has not expired prior to the Executive’s termination, the Executive will be entitled to a pro rata portion based on such performance as measured through his date of termination.

The Agreements eliminate the excise tax gross-up payments and “modified single-trigger” provisions provided for in the Executive’s prior agreements. Alternatively, each Agreement contains a “best-net” provision, which provides that if Section 280G of the Internal Revenue Code of 1986, as amended, applies to all payments the Executive receives in conjunction with the change in control (including those made under the Agreement) and such payments trigger an excise tax, then those payments will be reduced to an amount that will not trigger the excise tax, if such reduction would result in a greater net amount paid to the Executive.

As a condition of receiving the benefits described above, each Agreement provides that during the Executive’s employment and for a period of two years following termination of the Executive’s employment for any reason, the Executive may not divert business or solicit customers or employees, and is also bound by confidentiality and non-disparagement covenants.

The preceding description of the Agreements is qualified in its entirety by reference to the text of the form of Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 8.01 Other Events.

Adoption of Clawback Policy. In April 2012, the Company adopted a Clawback Policy that allows the Company to recover certain forms of compensation paid to any of our executive officers in appropriate circumstances where there has been a material restatement of the Company’s financial results as a result of intentional fraud or misconduct. Under the policy, the independent directors have the power to direct the Company to recover all or a portion of any bonus or incentive compensation paid, or cancel the stock-based awards granted, to an executive officer. In addition, the Company may also seek to recoup any gains realized with respect to equity-based awards, including stock options and restricted stock units, regardless of when issued.

Revisions to Equity Agreement Forms to Eliminate Single Trigger Vesting on Change in Control. The Company recently approved revisions to the terms of the Company’s Restricted Stock Awards and Performance Stock Awards to eliminate the automatic single trigger acceleration provisions in connection with a change in control. The new award terms are effective for awards granted on or after November 15, 2012, and do not affect awards granted prior to those dates. Under the new Restricted Stock Agreement, if the recipient is terminated by the Company without cause or terminates with good reason within a specified period following a change in control (two years for our executive officers), all restrictions on the restricted stock will be lifted. Under the new Performance Stock Award Agreement, if a change in control occurs (i) during the first year of the performance period, the award is forfeited, or (ii) during the second or third year of the performance period, the performance period will end as of the date of the change in control and the recipient will receive a pro-rata portion of the award based on actual performance as measured through the date of the change in control. Any shares deliverable under the Performance Stock Award will be paid out on the original payment date provided the recipient remains employed, with payment being accelerated upon the recipient’s termination by the Company without cause or termination with good reason within two years of the change in control. The new forms of equity agreements are attached hereto as Exhibits 10.2 and 10.3 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Form of Change in Control Employment Agreement

10.2	Form of Restricted Stock Agreement
10.3	Form of Performance Stock Award Agreement

SIGNATURE

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 hereunto duly authorized.

	HANCOCK HOLDING COMPANY
February 14, 2013	By:	/s/ Michael M. Achary
		Michael M. Achary
		Chief Financial Officer

EX-10.1

Exhibit 10.1

COMPOSITE FORM OF CHANGE IN

CONTROL AGREEMENT FOR MESSRS.

CHANEY, HAIRSTON, ACHARY &

LOPER

CHANGE IN CONTROL EMPLOYMENT AGREEMENT

THIS AGREEMENT is made as of the          day of             , 20        , by and between HANCOCK HOLDING COMPANY, a corporation organized and existing under the laws of the State of Mississippi (“HHC”) and                 (“Executive”).

W I T N E S S E T H:

WHEREAS, the Executive is employed by HHC or one of its Subsidiaries (HHC and its Subsidiaries are herein referred to, collectively, as the “Company”) in a top executive or key management position having significant authority and responsibility and has made and is expected to make significant contributions to the profitability, growth and financial strength of the Company; and

WHEREAS, HHC, on behalf of itself, its shareholders and its Subsidiaries, wishes to attract and retain well-qualified executives and key personnel and to assure itself of the continuity of its management; and

WHEREAS, HHC recognizes that Executive is a valuable resource and, in the event of a Change in Control (as hereinafter defined) of HHC, HHC desires to assure itself of Executive’s employment, continued loyalty and services or, in the event Executive is terminated or Executive’s position with the Company is adversely affected as a result thereof, to assure Executive of adequate severance; and

WHEREAS, in the event of a Change in Control of HHC, HHC desires to assure, as much as possible, that its management team remains intact for a period of time after the Change in Control in order to assure a smooth transition and to increase the value of its franchise to its shareholders; and

WHEREAS, HHC and Executive are parties to that certain amended and restated Change of Control Employment Agreement, dated effective        , 20        , (the “Prior Change in Control Agreement”); and

WHEREAS, HHC and Executive entered into the Prior Change in Control Agreement to insure that Executive is not practically disabled from discharging his duties upon a Change in Control (as defined hereinafter); and

WHEREAS, the terms of the Prior Change in Control Agreement are superseded by this Agreement.

HHC:                             

Executive:                             

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. Term and Operation of Agreement.

(a) This Agreement shall be effective and binding as of the date of its execution as first noted above (the “Effective Date”) and this Agreement shall continue in effect until December 31, 2015 (the “Term”). Thereafter, this Agreement will automatically renew on January 1^st of each year for successive one-year terms unless not later than October 31^st preceding the upcoming renewal date, either HHC or Executive gives the other written notice terminating this Agreement at the end of the current term. Notwithstanding the preceding, this Agreement shall earlier terminate, automatically, upon Executive’s termination of employment with the Company prior to the end of the Term of this Agreement or any renewal thereof. In such event, all obligations of either party under this Agreement shall terminate except as otherwise specifically provided herein.

(b) Although this Agreement shall become effective and binding as of the Effective Date noted in Section 1(a) above, this Agreement shall not be effective and binding as an Employment Agreement and the provisions of Sections 2, 3, and 4 of this Agreement shall not be operative unless and until there shall have occurred a Change in Control (as hereinafter defined) during the Term as defined in Section 1(a) or any renewal thereof.

(c) HHC and Executive acknowledge and agree that Executive’s employment by the Company is at will and that Executive may resign from employment with the Company at any time, whether before or after this Agreement becomes effective as an Employment Agreement and whether before or after the occurrence of a Change in Control. Executive further acknowledges and agrees that Executive’s employment is at the pleasure of the Board of Directors (or, to the extent so delegated by such Board of Directors, the Chief Executive Officer) of HHC or the Subsidiary by which Executive is employed and that Executive may be removed at any time by such Board of Directors (or, to the extent so delegated by such Board of Directors, the Chief Executive Officer).

2. Employment.

Upon the occurrence of a Change in Control of HHC, and subject to the terms and conditions of this Agreement, HHC hereby agrees to continue Executive in the employ of the Company, and Executive hereby agrees to remain in the employ of the Company, for the Employment Period (as hereinafter defined) provided Executive is employed by HHC or a Subsidiary thereof on the day immediately preceding the Closing Date (as hereinafter defined) with respect to the Change in Control. It is hereby acknowledged and agreed between the parties that, as provided in Section 1(c) above, this Agreement shall not operate to ensure employment, and further, as provided in Section 1(b) above, this Agreement shall not constitute an

HHC:                             

Executive:                             

- 2 -

employment agreement unless and until a Change in Control, as defined herein, occurs, and, in the event of a Change in Control, shall operate as an employment agreement only for the Employment Period.

3. Position and Duties.

(a) During the Employment Period, Executive shall hold such position and exercise such authority and perform such duties as are commensurate with the position held and authority being exercised and duties being performed by Executive immediately prior to the Closing Date. Such services shall be performed at the location where Executive was employed immediately prior to the Closing Date or at such other location as HHC or the Subsidiary by which Executive is employed may reasonably require within a thirty-five (35) mile radius of such location, unless Executive agrees to employment at another location. The position, authority and duties of Executive shall not be deemed to be commensurate with Executive’s previous position, authority or duties unless, after such Change in Control and throughout the Employment Period, Executive’s position, authority and duties are at least commensurate in all material respects with those held and exercised by and assigned to Executive by HHC or the Subsidiary by which Executive was employed immediately prior to the Closing Date.

(b) Excluding periods of vacation and sick leave to which Executive shall be entitled on the same terms and conditions as other executives and key employees in commensurate positions and with commensurate duties, Executive agrees that, during the Employment Period, Executive shall devote his or her full business time and attention to Executive’s responsibilities as described herein and shall perform such duties and responsibilities faithfully and efficiently. Notwithstanding the foregoing, Executive may engage in such outside professional, civic, charitable and personal activities as are permitted by HHC’s policies and which do not materially interfere with the performance of Executive’s duties and responsibilities under this Agreement.

4. Compensation and Benefits During Employment Period.

During the Employment Period, Executive shall receive the following compensation and benefits:

(a) An annual base salary which is not less than his or her annual base salary immediately prior to the Closing Date. During the Employment Period, Executive’s annual base salary shall be reviewed at least annually and shall be increased from time to time consistent with increases in annual base salary awarded in the ordinary course of business to other executives and key employees of the Company. Any increase in annual base salary shall not limit or reduce any other obligation to Executive under this Agreement. Executive’s annual base salary shall not be reduced during the Employment Period without Executive’s consent.

(b) An Employment Period Bonus (as hereinafter defined). The Employment Period Bonus shall be payable within sixty (60) days after the end of each fiscal year.

HHC:                             

Executive:                             

- 3 -

(c) Notwithstanding anything in Section 4(b) above to the contrary, however, Executive shall not be entitled to an Employment Period Bonus with respect to any year for which no bonuses have been or will be paid to any officer eligible to receive a bonus from the Company. It is expressly understood and agreed by the parties hereto that any bonus, regardless of when paid, that is paid to any officer of the Company that relates to a year to which an Employment Period Bonus is otherwise required to be paid, shall require the payment of an Employment Period Bonus to Executive.

(d) Executive shall be eligible to participate in and to continue existing participation in any and all incentive (cash and/or non-cash) compensation plans of the Company on the same terms and conditions as other executives and key employees of the Company.

(e) Executive shall be entitled to participate in salaried employee benefit plans of the Company and receive perquisites on the same terms and conditions as other executives and key employees of the Company.

(f) Executive shall be entitled to continue to participate in and accrue credited service for retirement benefits and receive retirement benefits under and pursuant to the terms of any qualified retirement plan of the Company or supplemental executive retirement plan of the Company in effect on the Closing Date, and/or to participate in any successor plan or other qualified retirement plan or supplemental executive retirement plan adopted after the Closing Date, on the same terms and conditions as other executives and key employees.

5. Severance Benefits.

(a) If, at any time on or after the Closing Date of a Change in Control and prior to the expiration of the Employment Period, Executive is involuntarily terminated, other than for Cause; terminates service with the Company as a result of Executive’s Disability; or resigns his or her position for Good Reason, HHC or the Subsidiary by which Executive is employed shall pay Executive the following benefits:

(i) A lump-sum severance amount equal to [            ]¹ times Executive’s Base Compensation and Average Annual Bonus. Said payment shall be in addition to his accrued, but unpaid annual salary and benefits through the date of termination. Said severance amount shall be paid in a lump-sum, subject to Section 5(d), within 90 days following Executive’s termination.

(ii) As an additional severance benefit, HHC will provide Executive with [            ]² months, beginning with the month immediately following the month in

¹  Three (3) for Messrs. Chaney and Hairston; Two (2) for Messrs. Achary and Loper

²  36 for Messrs. Chaney and Hairston; 24 for Messrs. Achary and Loper

HHC:                             

Executive:                             

- 4 -

which the effective date of the Change in Control occurs, (the “Coverage Period”) of continued coverage under HHC’s group health plan covering its executive associates, as the same may be amended from time to time, at the level of benefits (whether single or family coverage) previously elected by and in effect with respect to Executive immediately before the termination of Executive’s employment. HHC shall continue to pay the premiums for said coverage during the Coverage Period to the same extent and in the same percentage as HHC pays premiums for similarly situated active executives participating in the group health plan. Notwithstanding this provision, however, coverage under HHC’s group health plan shall cease upon Executive becoming eligible for coverage under a group health plan of another employer providing substantially similar benefits prior to the end of the Coverage Period. For this purpose, Executive will be deemed to be eligible for coverage under another employer’s group health plan when Executive has met the eligibility requirements for coverage under such plan and completed any waiting period, whether or not Executive elects to participate in such coverage. Executive shall be responsible for notifying HHC of Executive’s eligibility for coverage under another employer’s plan during the Coverage Period; and, in the event of failure to notify HHC of such eligibility, shall be liable to reimburse HHC for any premiums paid on behalf of Executive after the date of such eligibility. Coverage under the HHC group health plan shall also cease in the event of a breach of any of the covenants under Section 6 of this Agreement during the Coverage Period.

(iii) Executive shall fully vest in and become entitled to payment of all incentive compensation, whether cash-based or stock-based, and other stock-based equity compensation under HHC’s Long Term Incentive Plan, and the award agreements thereunder, or any other incentive or other plan or agreement with the Company (“Incentive Plan or Agreement”). Notwithstanding the preceding, in the event the incentive compensation to be paid under any such Incentive Plan or Agreement is to be determined based on the level of achievement of performance or production goals and the period for which such achievement is to be measured (the “Performance Period”) has not expired as of the date of Executive’s termination, Executive shall be entitled to a pro rata portion of the incentive compensation based on Executive’s actual performance for the portion of the Performance Period ending on the date of Executive’s termination as compared to the prorated performance or production goals. In determining such pro rata amount, only full months completed during the Performance Period shall be taken into consideration and any partial month shall be disregarded. The payment of benefits pursuant to this Section shall be made in a lump-sum simultaneously with the payment of the lump-sum severance amount pursuant to Section 5(a)(i), notwithstanding the payment provisions of the Incentive Plan or Agreement. However, if any Incentive Plan or Agreement under which Executive is entitled to benefits contains provisions specifically providing for the acceleration of vesting in connection with a Change in Control, the provisions thereof shall control in lieu of this Section 5(a)(iii) and Executive shall vest in and become entitled to payment of all equity awards and/or incentive compensation

HHC:                             

Executive:                             

- 5 -

thereunder in accordance with the terms and conditions of the respective Incentive Plans and Agreements.

Notwithstanding the preceding, or any other provisions of this Agreement or of any Incentive Plan or Agreement, in the event the surviving entity in a Change in Control does not assume the Company’s obligations under any such Incentive Plan or Agreement or convert Executive’s rights under such Incentive Plan or Agreement into equivalent rights to equity in the surviving entity in connection with such Change in Control, the Board of Directors may, in its discretion, provide that Executive’s benefits under such Incentive Plan or Agreement will become one hundred percent (100%) vested immediately upon such Change in Control whether or not Executive terminates service with the Company. In such event, all benefits under such Incentive Plan or Agreement shall be paid in a lump-sum, subject to Section 5(d), within 90 days following Executive’s termination.

(b) In the event Executive’s employment with the Company is terminated on or after the Closing Date and prior to the expiration of the Employment Period for any reason other than as provided in 5(a) above, Executive shall be entitled to and HHC or the Subsidiary by which Executive is employed shall pay to Executive only his annual base salary through the date of termination not theretofore paid, and any other benefits accrued but unpaid through the date of termination.

(c) Notwithstanding anything to the contrary in this Agreement, no severance payments or benefits to be paid or provided to Executive, if any, pursuant to the Agreement that are considered deferred compensation not exempt under Section 409A of the Code will be paid or otherwise provided until Executive has a “separation from service” within the meaning of Section 409A of the Code. For purposes of this Agreement, any reference to “termination of service” or “termination” or any similar term shall be construed to mean a “separation of service” within the meaning of Section 409A of the Code. Similarly, no severance payable to Executive, if any, pursuant to this Agreement that otherwise would be exempt from Section 409A of the Code pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be payable until Executive has a “separation from service” within the meaning of Section 409A of the Code.

(d) To the extent required by Section 409A of the Code, if any amount constituting non-exempt deferred compensation under Section 409A of the Code is or becomes payable to Executive at a time in which Executive is a “specified employee” as defined in Section 409A(a)(2)(B)(i) of the Code and Treasury Regulation Section 1.409A-1(i), solely as a result of Executive’s termination of employment with the Company, payment of such amount shall be delayed until the first business day after the six-month anniversary of the date of such termination of employment. Whether or not Executive is a specified employee and whether or not the payment is required to be delayed for such six-month period shall be determined by HHC in accordance with the provisions of Treasury Regulation Section 1.409A-1(i).

HHC:                             

Executive:                             

- 6 -

(e) Notwithstanding anything in this Section 5 to the contrary, in the event any severance or other benefits provided to or for the benefit of Executive pursuant to this Agreement, together with any payments or benefits under any other agreement, benefit, plan or policy of HHC and/or a Subsidiary thereof to which Executive is entitled (this Agreement and such other agreements, benefits, plans or policies collectively being referred to herein as the “Change in Control Arrangements”) constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code (the “Change in Control Payments”) that would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), HHC will provide Executive with a computation of:

(i) the maximum amount of Change in Control Payments that could be made under all the Change in Control Arrangements, without the imposition of Excise Tax (the “Reduced Amount”);

(ii) the value of all Change in Control Payments that could be made pursuant to the terms of all the Change in Control Arrangements (the “Unreduced Amount”);

(iii) the dollar amount of Excise Tax which Executive would become obligated to pay pursuant to Section 4999 of the Code as a result of the receipt of the Unreduced Amount; and

(iv) the net value of the Unreduced Amount after reduction by (a) the amount of the Excise Tax, (b) the estimated income taxes payable by Executive on the difference between the Reduced Amount and the Unreduced Amount, assuming that Executive is paying the highest marginal tax rate for state, local and federal income taxes, and (c) the estimated hospital insurance taxes payable by Executive on the difference between the Reduced Amount and the Unreduced Amount based on the hospital insurance tax rate under Section 3101(b) of the Code (the “Net Change in Control Amount”).

If the Reduced Amount is greater than the Net Change in Control Amount, the Executive shall be entitled to receive or commence to receive payments equal to the Reduced Amount. If the Net Change in Control Amount is greater than the Reduced Amount, Executive shall be entitled to receive or commence to receive the Unreduced Amount. If Executive receives the Unreduced Amount, Executive shall be solely responsible for the payment of Excise Tax due from Executive and attributable to such Unreduced Amount with no right of additional payment from HHC as reimbursement for such taxes. The computation required under this Section shall be made in writing by HHC’s tax counsel and/or independent public accounting firm, and HHC shall bear all costs incurred with the calculation under this Section. For purposes of making the calculations under this Section, HHC’s tax counsel and/or independent public accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the applications of Sections 280G and 4999 of the Code. HHC and Executive shall furnish such information and documents as tax counsel and/or the independent public accounting firm may reasonably request in order to make a

HHC:                             

Executive:                             

- 7 -

determination and the computations contemplated under this Section. Computations under this Section may be reviewed by tax counsel and/or independent accountants of Executive’s choice and at the Executive’s sole expense. In the event of a disagreement between HHC and Executive regarding the computations under this Section, such dispute shall be settled by a separate tax counsel and/or independent public accountant (the “Auditor”) agreed to by HHC and Executive who shall review and recalculate the amounts under this Section and whose costs and expenses shall be borne equally by HHC and Executive. The determination by such Auditor shall be conclusive and binding upon HHC and Executive.

(f) To the extent any reimbursement or in-kind benefits provided to Executive pursuant to this Agreement are subject to Section 409A of the Code, including without limitation any health plan benefit subject to Section 409A of the Code, then in accordance with Section 409A of the Code (i) the amount of the expenses eligible for reimbursement or in-kind benefits provided during Executive’s taxable year shall not affect the expense eligible for reimbursement or in-kind benefits provided in any other taxable year; (ii) the reimbursement must be made on or before the last day of the Executive’s taxable year following the taxable year in which the expense was incurred; and (iii) the right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(g) Notwithstanding anything in this Section 5 to the contrary, the parties hereto acknowledge and agree that, upon their mutual consent, they may modify or amend the provisions hereof or terminate this Agreement at any time before or after the Closing Date. In the event of a termination of this Agreement, the provisions hereof shall thereafter have no further force or effect. No such modification, amendment or termination of this Agreement, however, shall be made which shall have the effect of causing any provision hereof or any payment hereunder to violate or result in immediate taxation to Executive under Section 409A of the Code and any such attempted modification, amendment or termination shall be void and of no effect.

6. Executive’s Covenants

Executive agrees that during Executive’s employment by the Company and for a period of two (2) years thereafter (the “Restrictive Period”) Executive shall comply with the restrictive covenants set forth in this Section 6. Executive’s receipt of the severance pay and benefits under Section 5 of this Agreement is conditioned upon Executive’s compliance with these covenants while employed by the Company and through the payment date of the lump-sum severance amount as set forth in Section 5(a)(i). Additionally, any rights to coverage under the HHC group health plan pursuant to Section 5(a)(ii) shall terminate in the event of a breach of one or more of the covenants contained herein during the Coverage Period.

(a) Executive will not, without the prior written consent of HHC, (i) divert or attempt to divert from HHC or any Subsidiary any business by influencing or attempting to influence or soliciting or attempting to solicit any customers of HHC or a Subsidiary or affiliate (or any

HHC:                             

Executive:                             

- 8 -

particular customer with whom HHC or any Subsidiary or affiliates had business contacts in the one-year period immediately preceding Executive’s termination of employment or with whom Executive may have dealt at any time during his employment by the Company; (ii) recruit, solicit, hire, attempt to hire, or assist any other person to hire any employee of HHC or a Subsidiary or affiliate or any person who was an employee of any of the foregoing in the six (6) months preceding Executive’s termination of employment, or solicit or encourage any employee of any of the foregoing to terminate employment; or (iii) otherwise assist any person in any way to do, or attempt to do, anything prohibited by the foregoing.

(b) Executive will not disclose or permit the disclosure of any confidential information to any person other than an employee of the Company or an individual engaged by the Company to render professional services to the Company under circumstances that require such person to maintain the confidentiality of such information, except as such disclosure may be required by law. For purposes of this Agreement “confidential information” shall include but not be limited to trade secrets, customer lists, operational methods, marketing plans or strategies, business acquisition or disposition plans, personnel or employment plans, financial budgets and forecasts and technical processes, except for information that (i) was or becomes generally available to the public other than as a result of disclosure by Executive and/or (ii) was or becomes available to Executive on a non-confidential basis from a source other than the Company. Executive acknowledges and agrees that any and all non-public information regarding the Company and its customer is confidential and the unauthorized disclosures of such information will result in irreparable harm to the Company.

(c) Executive agrees that Executive will not at any time make, publish or communication (whether orally or in writing) to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning HHC or a Subsidiary or its businesses, or any of its employees, officers, members of its Board of Directors and existing and prospective customers, investors and associated third parties.

7. Definitions.

The following definitions shall apply to this Agreement:

(a) “Average Annual Bonus” shall mean for purposes of Section 5, the average bonus paid to Executive for the three fiscal years (or such fewer years as Executive has been employed by the Company) immediately preceding the date of Executive’s termination.

(b) “Base Compensation” shall mean for purposes of Section 5 Executive’s base salary paid during the twelve (12) months immediately preceding the date of Executive’s termination under Section 5.

HHC:                             

Executive:                             

- 9 -

(c) “Cause” shall mean a material breach by Executive of Executive’s obligations under Section 3 or of Executive’s covenants under Section 6 of this Agreement or any failure or refusal to perform the material duties associated with Executive’s position.

(d) “Change in Control” shall be deemed to have occurred upon the happening of any of the following events as to HHC:

(i) The acquisition by any one person or by more than one person acting as a group, of ownership of stock that, together with stock held by such person or group, constitutes more than fifty percent (50%) of the total fair market value or total voting power of the stock of HHC;

(ii) The acquisition by any one person, or by more than one person acting as a group, during the twelve-month period ending on the date of the most recent acquisition, of ownership of stock possessing fifty percent (50%) or more of the total voting power of the stock of HHC;

(iii) The replacement during any twelve-month period of a majority of the members of the Board of HHC by directors whose appointment or election is not endorsed by a majority of the members of such Board before the date of such appointment or election; or

(iv) The acquisition by any one person, or more than one person acting as a group, during the twelve-month period ending on the date of the most recent acquisition, of assets of HHC having a total gross fair market value of more than fifty percent (50%) of the total gross fair market value of all of the assets of HHC immediately prior to such acquisition or acquisitions.

For purposes of the above, “persons acting as a group” shall have the meaning as in Treasury Regulations Section 1.409A-3(i)(5)(v)(B).

It is intended that the definition of Change in Control contained herein shall be the same as a change of ownership of a corporation, a change in the effective control of a corporation and/or a change in the ownership of a substantial portion of a corporation’s assets as reflected in Treasury Regulations Section 1.409A-3(i)(5), as modified by the substitution of the higher percentage requirement in items (ii) and (iv) above; and all questions or determinations in connection with any such Change in Control shall be construed and interpreted in accordance with the provisions of such Regulations. This definition of Change in Control shall be applicable only for purposes of determining Executive’s rights under this Agreement which become applicable in the event of such a Change in Control and for no other purpose.

HHC:                             

Executive:                             

- 10 -

(e) “Disability” shall mean circumstances that qualify Executive for long-term disability benefits under the Company’s Long-Term Disability Plan as in effect immediately prior to the Change in Control.

(f) “Closing Date” shall mean the date on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs and if Executive’s employment with the Company is terminated prior to the date on which the Change in Control occurs, and if it is reasonably demonstrated by Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or in anticipated of a Change in Control, then for all purposes of this Agreement the “Closing Date” shall mean the date immediately prior to the date of such termination of employment.

(g) “Code” shall mean the Internal Revenue Code of 1986, as amended.

(h) “Employment Period Bonus” shall mean a bonus (either pursuant to a bonus or incentive plan or program of the Company or otherwise) in cash at least equal to the product of the average of the bonus payout ratio for the three years (or such shorter period as Executive has been employed by the Company) immediately preceding the Closing Date (expressed as a fraction) times the target bonus established by the Company for the year in question. For purposes of this definition, the parties acknowledge and agree that the bonus payout ratio is the percentage of Executive’s target bonus for the year(s) in question which was actually awarded to Executive in the year(s) in question.

(i) “Employment Period” shall mean the period commencing on the Closing Date of the Change in Control and ending on the last day of the month that is two (2) years after the Closing Date.

(j) “Good Reason” shall mean any of the following occurring without Executive’s consent:

(i) a material diminution in Executive’s position, authority, duties or responsibilities from those which Executive held immediately prior to the Closing Date of the Change in Control;

(ii) requiring Executive to be based at any office which is a material change from the geographic location of the office at which Executive was employed immediately prior to the Change in Control; provided, however, that any such relocation request shall not be considered a material change if such relocation is within a thirty-five (35) mile radius of the office at which Executive was based immediately prior to the Closing Date of a Change in Control;

HHC:                             

Executive:                             

- 11 -

(iii) a material diminution in the budget over which Executive retains authority;

(iv) a material diminution in Executive’s annual base salary; or

(v) any other action or inaction that constitutes a material breach by the Company of any agreement, including this Agreement, pursuant to which Executive performs services for the Company.

Notwithstanding the preceding, however, none of such actions shall constitute “Good Reason” unless (1) Executive provides the Company notice of the existence of such condition within ninety (90) days of the initial existence thereof specifically identifying the acts or omissions constituting the grounds for Good Reason and a period of at least thirty (30) days following such notice within which to remedy such condition and (2) Executive’s termination occurs within the two-year period following the initial existence of such condition.

(k) Subsidiary(ies) shall mean any corporation that is directly or indirectly, through one or more intermediaries, controlled by HHC.

8. Liability of HHC: Regulatory Restrictions.

The parties recognize that the enforceability of employment contracts with banks are subject to some uncertainty and that banks and their bank holding companies are subject to regulatory restrictions that change from time to time. As a result, Executive may be prevented from obtaining or enforcing any or all of his or her rights hereunder from HHC. Nothing herein shall require HHC or a Subsidiary thereof to perform any obligation hereunder if such performance is prohibited or limited by applicable law or regulation, as determined in a proceeding or adjudication by a court, tribunal, or regulatory agency having authority to so determine, which determination is final and subject to no further appeals. The parties further acknowledge and agree that it is the intent of this Agreement that it be enforced to the fullest degree permitted by law and regulation.

9. Notices.

All notices and other communications provided for by this Agreement shall be in writing and shall be deemed to have been duly given when delivered in person or mailed by United States Certified Mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive:

HHC:                             

Executive:                             

- 12 -

If to HHC:

Hancock Holding Company

P. O. Box 4019

Gulfport, MS 39502-4019

Attention: Chief Human Resources Officer

or to such other addresses any party may have furnished to the other in writing in accordance with this Agreement. Notices and other communications hereunder to a Subsidiary shall be addressed to such Subsidiary’s principal place of business addressed to the President thereof, unless another address has been furnished for such purpose under the provisions of this Section.

10. 409A Compliance.

Notwithstanding any other provision in this Agreement, HHC and Executive intend for this Agreement to comply in all respects with the provisions of Section 409A of the Code and Treasury Regulations and other guidance issued thereunder. Each provision and term of this Agreement should be interpreted accordingly. If any provision or term of this Agreement would be prohibited by or be inconsistent with Section 409A of the Code, then such provision shall be deemed to be conformed to comply with Section 409A of the Code or, if it is not possible to conform the provision to comply with Section 409A, such provision shall be null and void to the extent, and only to the extent, required for this Agreement to be in compliance with Section 409A of the Code without affecting the remainder of this Agreement.

11. Governing Law.

The provisions of this Agreement shall be interpreted and construed in accordance with, and enforcement may be made under, the laws of the State of Mississippi.

12. Successors and Assigns.

(a) The Agreement is personal to Executive and, without the prior written consent of HHC, shall not be assignable by Executive. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representative.

(b) This Agreement shall be binding upon and inure to the benefit of HHC and its successors and assigns.

13. Severability.

If any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by applicable law.

HHC:                             

Executive:                             

- 13 -

14. Entire Agreement; Amendment.

This Agreement sets forth the entire Agreement of the parties hereto and supersedes all prior agreements, understandings and covenants with respect to the subject matter hereof. Except as provided in Section 1, this Agreement may be amended or terminated only by mutual agreement of the parties in writing.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

HANCOCK HOLDING COMPANY

By:

Title

EXECUTIVE

Print Name:                                                                                

- 14 -

EX-10.2

Exhibit 10.2

Hancock Holding Company

One Hancock Plaza

Post Office Box 4019

Gulfport, Mississippi 39502

228-868-4000

Re: Award of Restricted Common Stock

We are pleased to inform you of your grant of Restricted Common Stock of Hancock Holding Company (the “Restricted Shares”). The specifics of the grant, including the grant date, number of shares, vesting schedule (the “Vesting Period”) and other terms and conditions, as applicable, that are set forth in this online notification of your grant constitute a part of this Agreement and are incorporated herein by this reference. Upon your acceptance of this grant, you will become entitled to receive dividends on the Restricted Shares from and after the grant date and to immediately vote the Restricted Shares. This Award Agreement sets out other provisions applicable to the grant of your Restricted Shares.

The information in this Award Agreement is highly confidential. If you have any questions regarding your award or this Award Agreement, such questions should be directed only to the Human Resources Department, Corporate Trust Department or your immediate supervisor or the supervisors in your chain of command. Neither this award nor any of the provisions of this Award Agreement should be disclosed to or discussed with any other persons, specifically including other personnel of Hancock Holding Company or its subsidiaries. This confidentiality provision is not intended to preclude you from discussing this award or the contents of this Agreement with your spouse or other members of your immediate family or with your tax advisors. Neither will any disclosure of the award required to comply with federal or state security or other laws be deemed a violation of this provision.

The Board of Directors made this grant of Restricted Shares under the Hancock Holding Company 2005 Long-Term Incentive Plan (the “Plan”). The Plan is administered by a committee appointed by the Board of Directors (the “Committee”) which has authority to make certain decisions as to the terms of and to interpret the provisions of the Restricted Shares awarded to you under the Plan.

Before accepting this grant, you should review the Plan and Prospectus. A link has been provided in this online notification from which you may access copies of these documents. You should pay particular attention to the Plan since it sets forth other provisions which cover your award of Restricted Shares. Also, you should note that the acceptance of your award of Restricted Shares means that you have agreed to take any reasonable action required to meet the requirements imposed by Federal and State securities and other laws, rules or regulations and by any regulatory agencies having jurisdiction and you have agreed to allow the Company to withhold from any payments made to you, or to collect as a condition of payment, any taxes required by law to be withheld because of this award. The Prospectus contains an explanation of certain Federal Income Tax consequences and is current as of the date of the Prospectus. However, since tax laws often change, you should consult your tax advisor for current information at any given time.

The Restricted Shares will vest in accordance with the vesting schedule provided you remain employed with the Company or its subsidiaries during the entire Vesting Period and keep a comparable position of responsibility and authority during the Vesting Period. Until they become vested, the Restricted Shares are to be held in escrow for you with Hancock Bank. Once your Restricted Shares become vested and you remit the amount of any taxes required to be withheld by the Company or instruct that a portion of the stock be withheld to cover such taxes, your stock will be released from escrow and from all restrictions on your ownership imposed hereunder.

Upon release from escrow, the Restricted Shares will be sent to you in a certificate representing such shares or will be issued in your name in a DRS book entry. However, you may request, in writing to the Committee, that all Restricted Shares be issued in a certificate and forwarded to you in lieu of a DRS book entry.

During the Vesting Period, you may not encumber or sell the Restricted Shares and you may not transfer the Restricted Shares except by will, the laws of descent and distribution, a beneficiary designation filed with the Company or pursuant to a domestic relations order. However, you may transfer your right to the Restricted Shares to a member of your immediate family or to a trust or similar vehicle for the benefit or your immediate family members subject to the same terms and conditions applicable to you. You must notify the Company of any transfer of your Restricted Shares. If you terminate employment or transfer to a position not having comparable responsibility or authority, whether voluntarily or involuntarily, at any time prior to the Restricted Shares becoming vested, your Restricted Shares will be forfeited and the Restricted Shares will become the sole property of the Company.

The vesting schedule applicable to your Restricted Shares shall be accelerated and your Restricted Shares will immediately become one hundred percent (100%) vested in the event of your death or your Disability (as defined below in connection with a Change in Control) provided the following conditions are met at the time of your death or Disability:

1. You are an active employee of the Company or one of its subsidiaries;

2. You are in good standing with the Company (i.e., meeting expectations performance rating as established by the Company); and

3. You have at least ten years of service with the Company or its subsidiaries. For this purpose, years of service with any entity (the “Acquired Entity”) acquired by the Company or its subsidiaries in a merger, stock exchange or similar transaction shall be counted as years of service with the Company, provided you were employed by the Acquired Entity on the effective date of the merger with or other acquisition by the Company and/or its subsidiary. The number of years of service with the Acquired Entity to be taken into account for this purpose shall be the maximum years credited for seniority time in accordance with the policies and procedures of the Acquired Entity prior to such merger or acquisition.

In addition, if within the two-year period commencing on the closing date of a Change in Control (as defined in the Plan and Prospectus) your employment with the Company and its subsidiaries is involuntarily terminated for any reason other than “Cause” or is terminated due to your “Disability”, or if you voluntarily terminate your employment for “Good Reason”, all restrictions on ownership are lifted and the Restricted Shares will become one hundred percent (100%) vested. For purposes of this provision, the following definitions shall apply:

(a) “Cause” shall mean (1) your commitment of an intentional act of fraud, embezzlement, or theft in the course of your employment or other engagement in any intentional misconduct or gross negligence which is materially injurious to Company’s business, financial condition or business reputation; (2) your commitment of intentional damage to the property of Company or your intentional wrongful disclosure of confidential information which is materially injurious to Company’s business, financial condition or business reputation; (3) your intentional refusal to perform the material duties of your position, without cure, or the beginning of cure, within five (5) days of written notice from Company; (4) commitment of a material breach of an employment agreement with the Company (if any); (5) your failure to show up at Company’s offices on a daily basis, subject to permitted vacations and absences for illness, without cure, or the beginning of cure, within five (5) days of written notice from Company; or (6) your entry of a guilty plea or a plea of no contest with regard to any felony. Any reference to Company in the preceding sentence includes each of its subsidiaries.

(b) “Good Reason” shall mean a reduction of more than 10% in your base salary, a transfer to a position with a pay grade more than two pay grades below your current position or a transfer to a jobsite more than 35 miles from your current jobsite.

(c) “Disability” shall mean such disability as entitles you to disability benefits under the Social Security Act as amended to the date of inception of such disability.

(d) In the event a Change in Control Employment Agreement between you and the Company is in effect at the time of the Change in Control, “Cause”, “Good Reason” and “Disability” shall have the same respective meanings as provided in such Change in Control Employment Agreement in lieu of the definitions contained herein.

Notwithstanding the preceding, in the event the surviving entity in a Change in Control does not assume the Company’s obligations under the Plan and this Agreement or convert your rights hereunder into equivalent rights to equity in the surviving entity in connection with such Change in Control, the Board of Directors of the Company may, in its discretion, lift all ownership restrictions and provide for all Restricted Shares to become one hundred percent (100%) vested immediately upon such Change in Control whether or not your employment with the Company and its subsidiaries is terminated. In either event, you will have the option of either receiving shares of Common Stock of the Company or a lump-sum cash payment equal to the fair market value thereof.

This Award Agreement is required by the Plan. Your electronic acceptance of this grant of Restricted Shares indicates your acceptance of this Award Agreement and the terms and provisions of this grant.

Please remember the strict confidentiality requirements of this Agreement.

Again, we congratulate you on your award. Thank you for your service to Hancock Holding Company.

EX-10.3

Exhibit 10.3

Re: Performance Stock Award

The Board of Directors of Hancock Holding Company (the “Company”) is pleased to inform you of your grant of a Performance Stock Award (“Award”), upon the terms and subject to the conditions of this Award Agreement and Appendix A which is attached hereto and made a part hereof by this reference.

1. Award. This Award grants you the opportunity to receive the number of shares of Common Stock of the Company set forth above as Performance Shares Awarded (the “Target Shares”). The number of shares actually payable to you under this Award is contingent on the results of the relative Performance Factor (as defined in Appendix A) during the Performance Period, as measured against the comparator “Peer Group” and on any Negative Discretion factor applied in the Committee’s discretion, as further explained in this Agreement and in Appendix A. The grant date, the Performance Period and other applicable terms of your Performance Stock Award constitute a part of this Award Agreement and are set forth and described in Appendix A.

2. Confidentiality. The information in this Award Agreement is highly confidential. If you have any questions regarding your Award or this Award Agreement, such questions should be directed only to the Human Resources Department, Corporate Trust Department or your immediate supervisor or the supervisors in your chain of command. Neither this award nor any of the provisions of this Award Agreement should be disclosed to or discussed with any other persons, specifically including other personnel of Hancock Holding Company or its subsidiaries. This confidentiality provision is not intended to preclude you from discussing this Award or the contents of this Agreement with your spouse or other members of your immediate family or with your tax advisors. Neither will any disclosure of the Award required to comply with federal or state security or other laws be deemed a violation of this provision.

3. Plan/Committee. This Award is made under the Hancock Holding Company 2005 Long-Term Incentive Plan (the “Plan”). The Plan is administered by a committee appointed by the Board of Directors of the Company (the “Committee”), which has authority to make certain determinations as to the terms of the awards granted under the Plan. Any interpretation of this Award by the Committee and any decision made by it with respect to this Award are final and binding on all persons.

In addition to this Award Agreement and Appendix A, the Award granted to you hereunder is subject to the terms and conditions set forth in the Plan; and in the event of any conflict between the provisions of this Award Agreement, including Appendix A, and the Plan, the Plan shall control. Your award is also subject to all interpretations, amendments, rules and regulations promulgated by the Committee from time to time pursuant to the Plan. Except where the context clearly implies or indicates the contrary, a word, term, or phrase used in the Plan is similarly used in this Award Agreement.

4. Awarded Shares/Issuance of Shares. Following the end of the Performance Period, the number of the Target Shares actually awarded to you (the “Awarded Shares”) will be determined by the Committee based on the Performance Factor and in accordance with the methodology set forth in Appendix A. Except to the extent you elected prior to the granting of this Award to defer all or any portion of the Awarded Shares pursuant to the provisions of the

Hancock Holding Company Nonqualified Deferred Compensation Plan, within two and one-half (2 ¹/₂ ) months of the end of the Performance Period, the Awarded Shares shall be issued to you by the Company. Said Awarded Shares shall be issued in a DRS book entry or, upon your written request to the Committee, in a certificate representing such shares, and shall be subject to the withholding provisions of Section 6 hereof. You will not be required to pay any issue price to the Company in exchange for the Awarded Shares.

5. Termination of Service. Except as otherwise specifically provided in this Section, you must remain in the service of the Company or one of its subsidiaries (employed in a comparable position of responsibility and authority if this Award was granted to you as an associate or as a member of the Board of Directors if the Award is granted to you as a director) throughout the Performance Period to be entitled to receive the shares of Common Stock under this Award. This Award shall automatically terminate in the event of your termination of employment or other service with the Company, for any reason other than (a) due to your death, Disability or normal retirement or (b) following a Change in Control as provided in 8(b) below, at any time prior to the end of the Performance Period. In the event of such termination, all obligations of the Company to you under this Award shall become void and of no further effect.

In the event your employment or other service with the Company and its subsidiaries is terminated due to your Disability or normal retirement during the Performance Period, you will be entitled to a pro rata portion of the Awarded Shares as determined at the end of the Performance Period as provided in Appendix A, based on your period of service during the Performance Period prior to your termination. Said shares shall be issued at the same time as provided in Section 4 as if you had remained employed or otherwise in the service of the Company until the end of the Performance Period; and the shares issued to you shall be subject to the withholding provisions of Section 6 hereof.

In the event of your death during the Performance Period, your beneficiary, or your estate if you have not designated a beneficiary, shall be entitled to a pro rata portion of the number of Target Shares awarded under this Agreement, based on your period of service during the Performance Period prior to your death. Said shares shall be issued to your beneficiary or estate as soon as practicable following your death, but in no event more than ninety (90) days thereafter, and shall be subject to the withholding provisions of Section 6 hereof.

Disability for purposes of this provision shall have the same meaning as in Section 8(b) below. Normal retirement for purposes of this Award shall mean your termination of service with the Company and each of its subsidiaries, for any reason except termination or “Cause,” after you have attained the age of sixty-five (65). For this purpose, “Cause” shall have the same meaning as provided in Section 8(b) below.

6. Tax Withholding. As a condition to receiving the Awarded Shares or any portion thereof under the terms of this Award Agreement, you (or your estate or beneficiary in the event of your death) must remit to the Company an amount equal to the Company’s federal, state and local tax withholding obligation applicable thereto or, alternatively, instruct the Company to withhold a portion of such shares to cover such withholding obligation. In the event no such remittance or instruction is received by the Company prior to the date the shares are to

be issued, the Company shall automatically withhold a portion of the shares with a fair market value equal to the Company’s withholding obligation.

7. Shareholder Rights. You have no rights as a shareholder with respect to the shares of Common Stock subject to this Award during the Performance Period or at any time until the Awarded Shares, or any portion thereof, are issued to you as provided herein. You shall not be entitled to any dividends or dividend equivalents unless and until such time as the Awarded Shares, or any portion thereof, are issued to you.

8. Change in Control. Notwithstanding any other provision of this Award, in the event of the occurrence of a Change in Control (as defined in the Plan and Prospectus) during the Performance Period and while you are employed by the Company, the following provisions shall determine the extent, if any, to which you are entitled to receive any portion of the Target Shares:

(a) If a Change in Control occurs during the one-year period beginning on the first day of the Performance Period, this Award shall terminate, no portion of the Target Shares will be awarded to you, and all obligations of the Company to you under this Award Agreement shall be void and of no further effect.

(b) If a Change in Control occurs at any other time during the Performance Period, you shall be entitled to a pro-rata portion of the Awarded Shares determined under the provisions of Appendix A based on actual performance results for the portion of the Performance Period ending on the date of the Change in Control. Such shares will be issued to you following the end of the Performance Period as otherwise provided herein, provided you remain employed by the Company or its subsidiaries (or the surviving entity in such Change in Control) throughout the Performance Period. However, if within the two-year period commencing on the closing date of such Change in Control your employment is involuntarily terminated for any reason other than “Cause”, or is terminated due to your Disability, or if you voluntarily terminate your employment for “Good Reason”, such shares will be issued to you as soon as feasible following your termination of employment, but in no event more than ninety (90) days after the date of your termination of employment, subject to the withholding provisions of Section 6 hereof. For purposes of this provision, the following definitions shall apply:

(1) “Cause” shall mean (1) your commitment of an intentional act of fraud, embezzlement, or theft in the course of your employment or other engagement in any intentional misconduct or gross negligence which is materially injurious to Company’s business, financial condition or business reputation; (2) your commitment of intentional damage to the property of Company or your intentional wrongful disclosure of confidential information which is materially injurious to Company’s business, financial condition or business reputation; (3) your intentional refusal to perform the material duties of your position, without cure, or the beginning of cure, within five (5) days of written notice from Company; (4) commitment of a material breach of an employment agreement with the Company (if any); (5) your failure to show up at Company’s offices on a daily basis, subject to permitted vacations and absences for illness, without cure, or the beginning of cure, within five (5) days of written notice from Company; or

(6) your entry of a guilty plea or a plea of no contest with regard to any felony. Any reference to Company in the preceding sentence includes each of its subsidiaries.

(2) “Good Reason” shall mean a reduction of more than 10% in your base salary, a transfer to a position with a pay grade more than two pay grades below your current position or a transfer to a jobsite more than 35 miles from your current jobsite.

(3) “Disability” shall mean such disability as entitles you to disability benefits under the Social Security Act as amended to the date of inception of such disability.

(4) In the event a Change in Control Employment Agreement between you and the Company is in effect at the time of the Change in Control, “Cause”, “Good Reason” and “Disability” shall have the same respective meanings as provided in such Change in Control Employment Agreement in lieu of the definitions contained herein.

Notwithstanding the preceding, in the event the surviving entity in a Change in Control does not assume the Company’s obligations under the Plan and this Agreement or convert your rights hereunder into equivalent rights to equity in the surviving entity in connection with such Change in Control, the Board of Directors of the Company may, in its discretion, provide for such shares to be issued to you within ninety (90) days of the closing date of such Change in Control whether or not your employment with the Company and its subsidiaries is terminated.

9. Section 409A. Except as otherwise may be affected by the provisions of Section 5 regarding normal retirement and Disability, any amounts that may be earned pursuant to this Award Agreement are intended to be exempt from the application of Section 409A of the Internal Revenue Code of 1986, as amended, by reason of the short-term deferral exemption under applicable Treasury Regulations. This Award shall be administered, interpreted and construed to carry out such intention, including amending the terms of the Award and this Award Agreement without your consent if deemed necessary, and any provision hereof that cannot be so administered, interpreted and construed shall be disregarded.

With respect to shares to be issued hereunder in the event of your normal retirement or Disability, the provisions hereof regarding such issuance are intended to comply with the provisions of Section 409A and shall be administered, interpreted and construed to carry out such intention, including amending the terms of the Award and this Award Agreement without your consent if deemed necessary, and any provision hereof that cannot be so administered, interpreted and construed shall be disregarded. In no event shall the issuance of such shares be accelerated or deferred, except as may be allowed in accordance with the provisions of Section 409A.

In no event, however, does the Company represent, warrant or guarantee that any amount that may be earned hereunder will not be includible in your gross income pursuant to Section

409A of the Code, nor does the Company make any other representation, warranty or guaranty to you as to the tax consequences of this Award.

10. Miscellaneous Provisions. Before accepting this Award, you should review the Plan and Prospectus. You may access copies of these documents from the link provided in this notification. You should pay particular attention to the Plan since it sets forth other provisions which cover your Award. Also, you should note that the acceptance of your Award means that you have agreed to take any reasonable action required to meet the requirements imposed by Federal and State securities and other laws, rules or regulations and by any regulatory agencies having jurisdiction and you have agreed to allow the Company to withhold from any payments made to you, or to collect as a condition of payment, any taxes required by law to be withheld because of this Award. The Prospectus contains an explanation of certain Federal Income Tax consequences and is current as of the date of the Prospectus. However, since tax laws often change, you should consult your tax advisor for current information at any given time.

This Award Agreement is required by the Plan. This Award Agreement is binding upon, and inures to the benefit of, the Company and its successors and assigns, and upon any person acquiring, whether by merger, consolidation, purchase of assets or otherwise, all or substantially all of the Company’s assets and business. Your rights hereunder are personal to you and may not be assigned to any other person or persons. This Award Agreement is binding on you and your beneficiaries, heirs and personal representatives.

Your electronic acceptance of this Performance Stock Award indicates your acceptance of this Award Agreement and the terms and provisions of this grant.

Please remember the strict confidentiality requirements of this Agreement.

Again, we congratulate you on your Award. Thank you for your service to Hancock Holding Company.

APPENDIX A

PERFORMANCE STOCK AWARD AGREEMENT

(Relative Total Shareholder Return Performance Measure)

Grant Date:                          , 20    

Performance Period: January 1, 20     through December 31, 20    

Relative Factors for Determining Amount Payable Pursuant to Performance Stock Award

The number of actual shares of Common Stock payable under the Performance Stock Award (the “Awarded Shares”) will be based on the results of the following relative performance factor (“Performance Factor”) during the Performance Period, as measured against the comparator “Peer Group,” and as reduced, in the Committee’s sole discretion, by Negative Discretion:

Total Shareholder Return (TSR). Total Shareholder Return means the trailing 30-trading day average stock price for the period ending December 31, 20     (“Calculation Period”) compared to the trailing 30-trading day average stock price for the period ending December 31, 20     (“Calculation Period”) for the Company and the Peer Group. The trailing 30-trading day average stock price will be determined by averaging the closing stock price for each day during the trailing 30-trading day period ending on the applicable December 31.

Peer Group. The “Peer Group” is made up of the following:

Company	Ticker	Company	Ticker
Associated Banc-Corp	ASBC	Iberiabank Corp	IBKC
Astoria Financial Corp	AF	Intl Bancshares Corp	IBOC
Bancorpsouth Inc	BXS	Keycorp	KEY
Bank of Hawaii Corp	BOH	M & T Bank Corp	MTB
Bankunited Inc	BKU	Mb Financial Inc/Md	MBFI
Bok Financial Corp	BOKF	New York Cmnty Bancorp Inc	NYB
Capitol Federal Finl Inc	CFFN	Old National Bancorp	ONB
Cit Group Inc	CIT	People’s United Finl Inc	PBCT
City National Corp	CYN	Privatebancorp Inc	PVTB
Comerica Inc	CMA	Prosperity Bancshares Inc	PB
Commerce Bancshares Inc	CBSH	Signature Bank/Ny	SBNY
Cullen/Frost Bankers Inc	CFR	Susquehanna Bancshares Inc	SUSQ
East West Bancorp Inc	EWBC	Svb Financial Group	SIVB
Federal Agriculture Mtg Cp	AGM	Synovus Financial Corp	SNV
First Citizens Bancsh -CI A	FCNCA	Tcf Financial Corp	TCB
First Horizon National Corp	FHN	Texas Capital Bancshares Inc	TCBI
First Midwest Bancorp Inc	FMBI	Tfs Financial Corp	TFSL
First Niagara Financial Grp	FNFG	Trustmark Corp	TRMK
First Republic Bank	FRC	Umb Financial Corp	UMBF
Firstmerit Corp	FMER	Umpqua Holdings Corp	UMPQ
Flagstar Bancorp Inc	FBC	Valley National Bancorp	VLY
Fulton Financial Corp	FULT	Washington Fed Inc	WFSL
Hancock Holding Co	HBHC	Webster Financial Corp	WBS
Hudson City Bancorp Inc	HCBK	Wintrust Financial Corp	WTFC
Huntington Bancshares	HBAN	Zions Bancorporation	ZION
n=50

A Peer Group member shall be removed if it is acquired during the Performance Period.

Calculation of Performance

For the Performance Factor, the performance for the Company and the Peer Group members will be determined and then the percentile ranking of the Company shall be determined as compared to the Peer Group. The Company’s Percentile Rank will be used to determine the percentage, if any, of the Shares earned under the Performance Stock Award.

The table below shows the percentage of Shares to be issued with respect to each Performance Stock Award at various performance levels:

Average Percentile Rank vs. Peer Group	% of Shares Earned	Performance Level
< 40th	0%
40th	50%	Threshold
50th	100%	Target
³ 90th	200%	Maximum

The number of performance shares earned will be interpolated on a linear basis between threshold-target and target-maximum performance. For example, if the

• Company’s relative TSR is at the 46^th percentile, 80% of the shares subject to the target award will be issued

• Company’s relative TSR is at the 74^th percentile, 160% of the shares subject to the target award will be issued

Determination of Award Shares/Application of Negative Discretion

The number of Awarded Shares shall be equal to the performance shares earned as determined above, as such earned shares may be reduced by the Committee, in its discretion, by Negative Discretion (as defined in the Plan). Negative Discretion factors that may be considered by the Committee in determining the Awarded Shares include the actual shareholder experience over the Performance Period, such as, an actual negative return on an investment.

For example, if the actual TSR for the performance period was -5.0%, but based on relative performance among the Peer Group, the Company ranked at the 91^st percentile, the target award would vest at 200%. The Committee may be uncomfortable with this level of payout given the negative shareholder experience over the Performance Period. The Committee in such a case may exercise its discretion to apply Negative Discretion to reduce the number of shares that vest to, for example, 150% of target to show an understanding of both executive performance (significantly better relative performance in tough economic cycles) and shareholder experience (actual negative return on investment over period).

Timing of Award Determination and Distribution

Once performance results for the Company are known and approved by the auditors, the Committee will review and approve the final performance results for the Performance Factor and determine the number of performance shares earned and the number of the Awarded Shares. The Awarded Shares will be distributed in accordance with the timing set forth in the Performance Stock Award Agreement.