Mississippi 0-13089 64-0169065
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification Number)
incorporation)
One Hancock Plaza, 2510 14th Street,
Gulfport, Mississippi 39501
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(Address of principal executive offices) (Zip code)
(228) 868-4000
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(Registrant's telephone number, including area code)
Item 1.01. Entry into a Material Definitive Agreement. On December 22,
2004 Hancock Holding Company (the "Company") entered into a Bonus and Deferred
Compensation Agreement with George A. Schloegel, the Company's Chief Executive
Officer. In connection therewith, the Company entered into a Cancellation
Agreement terminating Mr. Schloegel's prior Split Dollar Arrangement. The
Agreement is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Bonus and Deferred Compensation Agreement between
Hancock Holding Company and George A. Schloegel.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 27, 2004
HANCOCK HOLDING COMPANY
(Registrant)
By: /s/ Paul D. Guichet
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Paul D. Guichet
Vice President
Investor Relations
Exhibit 99.1 to Hancock Holding Company Form 8-K
HANCOCK HOLDING COMPANY
BONUS AND DEFERRED COMPENSATION AGREEMENT
George A. Schloegel
This Bonus and Deferred Compensation Agreement (the "Agreement"), is made and entered into this 22nd day
of December, 2004, by and between Hancock Holding Company, a corporation organized and existing under the laws of
the State of Mississippi (the "Company"), and George A. Schloegel ("Schloegel"), to be effective as of the date
hereof (the "Effective Date").
1. Purpose and Intent:
It is the intent of the parties that this Agreement shall be considered an arrangement maintained to
provide supplemental compensation and retirement income for the benefit of Schloegel, who is a member of a select
group of key management employees of the Company within the meaning of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"). As such, this Agreement is not intended to constitute an employee benefit
plan that is subject to the provisions of Parts 2, 3 and 4 of Title I of ERISA. In accordance with such intent,
any obligation of the Company hereunder shall be deemed an unsecured promise, and any right of Schloegel to
enforce such obligation shall be solely as a general creditor of the Company. This Plan is intended to
constitute a payroll practice during the term of Schloegel's employment and a nonqualified deferred compensation
plan thereafter.
2. Payments:
2.1 Continuing Payments. Subject to the satisfaction of the payment contingency set forth in
Section 4 hereof, the Company shall provide to Schloegel the sum equal to $63,500 (the
"Continuing Payment"), which amount shall be paid annually in the form of a single-sum payment
not later than the first business day of the second calendar quarter during the Payment Term.
For purposes of this Section 2, the "Payment Term" shall commence as of the Effective Date and
shall end as of the earlier of (a) 10 years after the Effective Date, or (b) the later of the
date on which Schloegel or his spouse shall die.
2.2 Continuing Tax Payments. The Company shall pay to Schloegel an additional amount such that,
after the payment by Schloegel of all income and employment taxes due with respect to the
Continuing Payment, there remains a balance equal to the amount of such payment (such
additional amount referred to herein as the "Continuing Tax Payment"). Schloegel shall submit
annually to the Company a request for the amount of the Continuing Tax Payment, together with
supporting documentation. If Schloegel and the Company agree as to the amount of such payment,
the Company shall make payment not later than 30 days after receipt of the request from
Schloegel. If the Company and Schloegel disagree as to the determination of such amount, an
independent public accounting firm agreed upon by Schloegel and the Company shall make such
determination.
2.3 Initial Tax Payment. The Company shall pay to Schloegel an amount such that, after the payment
by Schloegel of all income and employment taxes with respect to such amount, there remains a
balance equal to any income and employment taxes due by Schloegel on account of the release and
cancellation by the Company of those certain collateral assignments, all as more fully
described in Section 2 of that certain Cancellation Agreement by and between the Company,
Schloegel and Hancock Bank, in its capacity as the trustee of that certain George A. Schloegel
Life Insurance Trust U/A dated February 13, 1991 (the "Trust") (the "Cancellation Agreement"),
which agreement is attached hereto as Exhibit A. Schloegel shall submit to the Company his
determination of the amount to be paid hereunder, together with supporting documentation. If
Schloegel and the Company agree as to such amount, the Company shall make payment to Schloegel
not later than 60 days after receipt of Schloegel's determination. If Schloegel and the Company
disagree as to the determination of such amount, an independent public accounting firm agreed
upon by Schloegel and the Company shall make such determination.
2.4 Payments to Beneficiaries. If Schloegel shall die during the Payment Term, any Continuing
Payments remaining to be paid hereunder shall be made to his spouse, at such time and in such
amount and manner as set forth above. If and to the extent any such payment is deemed to
constitute income in respect of a decedent within the meaning of Section 691 of the Internal
Revenue Code of 1986, as amended, the Company shall make an additional Continuing Tax Payment,
calculated in the manner described in Section 2.2 hereof.
3. General Provisions:
3.1 Protection Against Assignment. Neither Schloegel nor his spouse shall possess any power or
right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify or otherwise
encumber the right to receive the amounts provided for in this Agreement, nor shall any portion
of the amounts payable hereunder be subject to seizure for the payment of any debts, judgments,
alimony or separate maintenance owed by Schloegel or his spouse. Any attempt to assign,
commute, hypothecate, transfer or dispose of all or any portion of the amounts provided for in
this Agreement shall be void.
3.2 Successors. This Agreement shall be binding upon the parties hereto, including their successors,
beneficiary(ies), heirs and personal representatives.
3.3 Effect on Other Compensation and Benefits. Nothing contained in this Agreement shall affect the right
of Schloegel to participate in or be covered by any qualified or nonqualified pension,
profit-sharing, bonus or other compensation plan, policy or arrangement offered by the Company
for the benefit of its employees or its similarly situated executives and/or officers.
3.4 Headings. Headings in this Agreement are inserted for reference and convenience only and shall not be
deemed a part of this Agreement.
3.5 Applicable Law. The validity and interpretation of this Agreement shall be governed by the internal
laws of the State of Mississippi, without regard to the conflicts of law provisions thereof.
3.6 Employment Rights. This Agreement shall not be deemed to confer upon Schloegel any right to continue in
the employ of the Company for any period or any right to continue employment at his present or
any other rate of compensation.
3.7 Entire Agreement. Subject to the terms of the Cancellation Agreement, this Agreement constitutes the
entire agreement between Schloegel and the Company and is intended to supersede all prior
written or oral understandings with respect to the subject matter hereof.
3.8 Funding. Payments hereunder shall be made from the general assets of the Company; the Company
shall have no obligation to fund its obligations hereunder or to otherwise set aside or earmark
any asset for the payment of the amounts described herein.
4. Payment Contingency:
Schloegel acknowledges that payment of the amounts described in Section 2 hereof shall be expressly
contingent upon the termination of that certain Split Dollar Insurance Agreement by and between the Company and
the Trust, such agreement dated May 11, 2000, and the termination of that certain Split Dollar Insurance
Agreement dated November 15, 2001, by and between the Company and the Trust, such termination to be made
substantially in the form of the Cancellation Agreement as of the Effective Date. Schloegel agrees that he shall
use his best efforts to cause the trustee of the Trust to execute such agreement and such additional documents as
may be reasonably requested by the Company in connection therewith.
5. Amendment and Termination:
Except as expressly provided herein, this Agreement shall be amended only by written instrument executed
by the parties hereto; provided that the Company shall possess the authority to make any such amendments as are
reasonably necessary to ensure that payments hereunder are made in compliance with the provisions of Section 409A
of the Internal Revenue Code of 1986, as amended. This Agreement shall terminate as of the date on which all
payments hereunder have been made or the obligations of the Company under this Agreement have otherwise been
satisfied.
6. Taxes:
Schloegel (including his beneficiaries, heirs and assigns) shall be solely responsible for the payment
of all income and employment taxes due with respect to amounts paid hereunder. As a condition of any such
payment, the Company shall be entitled to withhold such income and employment taxes as it deems necessary and
appropriate.
This Bonus and Deferred Compensation Agreement shall be executed in multiple counterparts, each of which
shall be deemed an original, as of the date first written above.
George A. Schloegel Hancock Holding Company
/s/ George A. Schloegel By: /s/ Carl J. Chaney
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/s/ Peggy W. Schloegel Its: EVP & CFO
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Reviewed and Accepted by Hancock Bank, in
its Capacity as Trustee of the George A. Scholegel
Life Insurance Trust U/A dated February 13, 1991
By: /s/ Clifton J. Saik
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Its: Senior Vice President & Trust Officer
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Appendix A
HANCOCK HOLDING COMPANY
CANCELLATION AGREEMENT
This Cancellation Agreement (the "Agreement") is made and entered into by and between Hancock Holding
Company, a corporation organized and existing under the laws of the State of Mississippi (the "Company"), Hancock
Bank, in its capacity as the trustee of that certain George A. Schloegel Life Insurance Trust U/A dated February
13, 1991 (the "Trustee"), and George A. Schloegel ("Schloegel"), to be effective as of December 22, 2004 (the
"Effective Date").
1. Termination of Split Dollar Arrangements:
By execution below, the Trustee agrees to the termination of that certain Split Dollar Insurance
Agreement by and between the Company and the Trustee dated May 11, 2000, and that certain Split Dollar Insurance
Agreement between the Company and the Trustee dated November 15, 2001 (collectively, the "Split Dollar
Agreements"). The Trustee acknowledges that such termination shall be effective as of the Effective Date and
waives any notice of cancellation to which it may be entitled under the terms of the Split Dollar Agreements.
In connection therewith, the Trustee hereby assigns all of its right, title and interest in the
following policies of insurance to the Company, each of which was issued in connection with the Split Dollar
Agreements (collectively, the "Policies"):
Insurer Policy Number Insured Owner
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Hartford Life and Annuity Insurance Company UO1791881 George A. Schloegel Trustee
The Manufacturer's Life Insurance Company 58950726 George A. Schloegel Trustee
Lincoln National Life Insurance Company 7132282 George A. Schloegel Trustee
The Manufacturer's Life Insurance Company 58874884 George A. Schloegel Trustee
Lincoln National Life Insurance Company 7110275 George A. Schloegel Trustee
The Trustee further agrees to promptly take all actions reasonably requested by the Company to assign ownership
of the Policies, in full, to the Company, including, without limitation, the execution of such additional
documents as the Company may reasonably request.
2. Cancellation of Collateral Assignments:
By execution below and in consideration of the termination of the Split Dollar Agreements and the
assignment of the Policies to the Company, the Company agrees to the release and cancellation of those certain
collateral assignments executed by the Trustee in favor of the Company, each with respect to the Policies, such
release and cancellation to be effective as of the Effective Date. The Company agrees to promptly take such
additional actions as may be reasonably requested by the Trustee to evidence such release and cancellation.
Appendix A
3. Waiver of Claims and Rights:
By execution below and subject to completion of the obligations and transactions contemplated under the
provisions of Sections 1 and 2 hereof, each of the parties hereto waives all of their/its respective rights,
benefits, and claims arising under the terms of the Split Dollar Agreements and any form ancillary thereto.
4. General Provisions:
4.1 Successors. This Agreement shall be binding upon the parties hereto, including their
successors, beneficiary(ies), heirs and personal representatives.
4.2 Effect on Other Compensation and Benefits. Nothing contained in this Agreement shall affect
the right of Schloegel to participate in or be covered by any qualified or nonqualified
pension, profit-sharing, bonus or other compensation plan, policy or arrangement offered by the
Company for the benefit of its employees or its similarly situated executives and/or officers.
4.3 Headings. Headings in this Agreement are inserted for reference and convenience only and shall
not be deemed a part of this Agreement.
4.4 Applicable Law. The validity and interpretation of this Agreement shall be governed by the
internal laws of the State of Mississippi, without regard to the conflicts of law provisions
thereof.
4.5 Entire Agreement. Subject to the terms of that certain Bonus and Deferred Compensation
Agreement dated the date hereof between the Company and Schloegel, this Agreement constitutes
the entire agreement between the parties hereto and is intended to supersede all prior written
or oral understandings with respect to the subject matter hereof.
4.6 Taxes. Each of the parties hereto agrees that it shall be solely responsible for the payment
of its taxes attributable to the consummation of the transactions contemplated under this
Cancellation Agreement.
4.7 No Advice. Each of the Trust and Schloegel acknowledge that they have not received advice from
the Company concerning the execution of this Cancellation Agreement and that they have sought
legal counsel or determined that such counsel is not required.
Appendix A
This Cancellation Agreement shall be executed in multiple counterparts, each of which shall be deemed an
original, as of the dates set forth below.
Hancock Bank, in its Capacity as Trustee of
the George A. Schloegel Life Insurance Trust
U/A, dated February 13, 1991 Hancock Holding Company
By: /s/ Clifton J. Saik By: /s/ Carl J. Chaney
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Its: Senior Vice President & Trust Officer Its: EVP & CFO
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Date: 12/22/04 Date: 12/22/04
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George A. Schloegel
/s/ George A. Schloegel
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/s/ Peggy W. Schloegel
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Date: 12/22/04
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