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. The Board of
Directors of Hancock Holding Company has adopted Amendment No. 1
to the Company's Executive Deferred Compensation Plan (the "Plan") and has acted
to amend the Executive Supplemental Reimbursement Plan. This Amendment was
adopted in conformance with the American Jobs Creation Act of 2004, and became
effective January 1, 2005.
Under the amendment, executive officers, managers and other key employees
of the Registrant and its affiliates who satisfy certain eligibility
requirements may make annual irrevocable elections to defer base salary and/or
bonus payments. Deferred amounts are credited to a bookkeeping account and
periodically adjusted to reflect income, gains and losses.
The amendment provides that each participant will receive a distribution of
the amount credited to his or her account six months after employment ceases,
for any reason; payment will be made in the form of a single sum. Each
participant can elect to postpone the time of distribution and/or to receive
benefits in the form of installment payments, subject to limitations imposed
under the plan and applicable law.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Amendment No. 1 to the Hancock Holding Company
Executive Deferred Compensation Plan, effective
January 1, 2005
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: January 05, 2005
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
EXECUTIVE DEFERRED COMPENSATION PLAN
AMENDMENT NO. 1
(Elective Deferral of Base Compensation or Bonus)
Whereas, Hancock Holding Company, a corporation organized and existing under the laws of State of
Mississippi (the "Company"), first adopted the Executive Deferred Compensation Plan effective as of May 1, 2003 (the "Plan");
Whereas, the Company now desires to amend the Plan to provide for the elective deferral of certain items of
compensation, and the Board of Directors of the Company has authorized such amendment;
Now, Therefore, the Plan shall be amended, by the inclusion of the following Article XII to the Plan, such
amendment to be effective as of January 1, 2005 (the "Effective Date").
ARTICLE XII
DEFERRAL OF COMPENSATION
12.1 Definitions. Capitalized terms used in this Article XII shall have the meanings ascribed
to them below, unless otherwise defined in the Plan.
a. Bonus means an amount payable to a Participant under a separate plan, policy, or program maintained by
the Company or an Affiliate. Incentive Bonus means a Bonus that satisfies the requirements imposed
under Code Section 409A and is designated as such by the Committee (or its designee).
b. Base Compensation means the base salary and any commission paid by the Company or an Affiliate to a
Participant for services to be rendered during a calendar year, but determined before reduction for compensation
deferred pursuant to this Plan or any other plan of deferred compensation maintained by the Company or an
Affiliate, including any such plan maintained in accordance with Code Section 401(k) or Code Section
125. For this purpose, Base Compensation shall not include the amount of any long-term disability
benefit or any form of retirement or deferred compensation payment distributed from a plan or arrangement
sponsored by the Company or an Affiliate or any form of severance benefit paid by the Company or an Affiliate.
c. Compensation Deferral Account means the bookkeeping account established by the Company that is
credited with the amount of any Bonus or Base Compensation deferred hereunder on or after the Effective Date.
d. Initial Benefit Commencement Date means the first business day of the calendar month that is at
least six months after a Participant's employment with the Company and its Affiliates ceases.
12.2 Deferral of Base Compensation. Subject to any limitations imposed under Section 12.5 hereof, a
Participant shall be entitled to elect to defer his or her Base Compensation in accordance with the following rules:
a. During the 30-day period immediately following receipt of an initial notice of participation in accordance
with Article III hereof; such election shall be effective with respect to Base Compensation payable for
services performed after such election is received and accepted by the Committee;
b. During the 30-day period immediately preceding the first day of each Plan Year (or such shorter period
permitted by the Committee); such election shall be effective with respect to Base Compensation payable for
services rendered during such Plan Year; and
c. On or before December 31, 2004, with respect to Base Compensation payable on or after the Effective Date.
12.3 Deferral of Bonus. Subject to any limitation imposed under Section 12.5 hereof, a
Participant shall be entitled to elect to defer his or her Bonus, subject to the following rules:
a. Subject to the approval of the Committee, during the 30-day period immediately following receipt of an
initial notice of participation in accordance with Article III hereof; or
b. At the time prescribed under Section 12.2c hereof with respect to any Bonus payable for services to be
rendered in 2005 or Section 12.2b with respect to any Bonus payable thereafter.
As to an Incentive Bonus, a Participant shall be entitled to elect to defer up to 100% of such Bonus not later than the date
that is at least six months prior to the date on which the performance or similar period applicable to such Bonus expires
or during such other election period as may be designated by the Committee.
12.4 Form of Deferral Election. An election to defer Base Compensation or Bonus hereunder shall be made,
in writing, and shall be irrevocable during the Plan Year with respect to which the election relates or such other period as may
be designated by the Committee.
12.5 Authority of the Committee. The Committee, in its discretion, shall designate the forms of
remuneration that are eligible for deferral hereunder, may limit the amount of Base Compensation or Bonus subject to deferral
hereunder, may prescribe a minimum deferral amount, may designate additional forms of remuneration for deferral under the
Plan, may permit multiple Benefit Commencement Dates or forms of payment with respect to amounts deferred hereunder, and may
adopt such additional procedures as the Committee deems necessary or appropriate.
12.6 Payment Procedures. Unless a Participant completes a Schedule A in accordance with the provisions of
Section 12.10 hereof and such election becomes effective, his
or her Compensation Deferral Account shall be distributed in the form of a single-sum payment as of his or
her Initial Benefit Commencement Date.
12.7 Alternative Forms of Distribution. A Participant shall be entitled to elect to receive his or her
Compensation Deferral Account in the form of substantially equal annual installment payments for a period designated by such
Participant, but not in excess of ten consecutive years; such installments shall commence as of the Participant's Benefit
Commencement Date and shall be paid on the first business day of each February thereafter. Any such election shall be subject
to the provisions of Section 12.10 hereof.
The amount of each annual installment shall equal the value of the Participant's Compensation Deferral Account as of
the Annual Determination Date that coincides with or immediately precedes the payment date, multiplied by a fraction (i) the
numerator of which is one, and (ii) the denominator of which is the number of annual installments then remaining to be paid
pursuant to the Participant's election. During the installment period, the Participant's Compensation Deferral Account
shall be credited with income, gain, or loss in accordance with the provisions of Article V hereof. To facilitate installment
distribution hereunder, each Participant's deemed investments, if any, shall be liquidated on a pro rata basis, unless the
Committee provides otherwise.
12.8 Alternative Benefit Commencement Date. A Participant shall be entitled to designate a Benefit
Commencement Date, subject to the provisions of Section 12.10 hereof. Any such designation shall apply to the aggregate amount
credited to his or her Compensation Deferral Account.
12.9 Final Bonus Deferral. If a Participant has elected to defer his or her Bonus with respect to the year
in which his or her Benefit Commencement Date occurs, the principal amount of such Bonus shall be (i) paid in the form of a
single-sum as of the Determination Date that coincides with or immediately follows the date on which the Bonus is
credited to the Participant's Compensation Deferral Account hereunder, or (ii) added to such Participant's Compensation
Deferral Account and administered in accordance with Section 12.7 hereof.
12.10 Schedule A. A Participant shall be entitled to modify the time and/or manner of payment prescribed
under Section 12.6 hereof, from time to time, subject to the following:
a. Any such modification shall be effective no earlier than 12 months following the date on which it is received
and accepted by the Committee;
b. Any such modification shall designate a Benefit Commencement Date that is not less than five years after the
Benefit Commencement Date then in effect;
c. If any such schedule modifies a Benefit Commencement Date previously designated by such Participant,
such modification shall be made not less than 12 months after the Benefit Commencement Date then in effect; and
d. Except as may be permitted under Section 12.12 hereof, any such election as to the manner of payment
shall not result in the acceleration of payments hereunder.
12.11 Small Benefit. If the aggregate value of a Participant's Compensation Deferral Account is
$10,000 or less, determined as of such Participant's Initial Benefit Commencement Date, the Committee shall distribute such
amount to such Participant in the form of a single-sum payment as of such date.
12.12 Disability and Change in Control Withdrawals. Notwithstanding any provision of the Plan to the
contrary, each Participant shall designate on Schedule A hereto whether the amount allocated to his or her Compensation
Deferral Account shall be subject to withdrawal on account of a Disability or the occurrence of a Change in Control. Any such
election shall be made at the time participation hereunder commences and shall be irrevocable, unless amendment is otherwise
permitted under Section 12.13 hereof.
12.13 Amendment. Notwithstanding any provision of the Plan to the contrary, the Committee shall be empowered
to take such action as it may deem necessary or appropriate to ensure that amounts credited to a Participant's Compensation
Deferral Account hereunder are not subject to federal income taxation until withdrawn or distributed or to ensure that
this Amendment No. 1 constitutes a plan of deferred compensation within the meaning of Code Section 409A. Any such
amendment or other action shall not require the consent of a Participant or Beneficiary hereunder.
12.14 Construction. To the extent required to ensure that amounts credited under the Executive Deferred
Compensation Plan prior to the Effective Date may be exempted from the application of Code Section 409A, this Amendment No. 1,
including the provisions of the Plan necessary to administer the deferral and payment of Base Compensation and Bonus hereunder,
which provisions shall be deemed incorporated herein by this reference, shall be deemed to constitute a separate plan of
deferred compensation, first effective as of the Effective Date. The Committee shall be empowered to take such action as
may be necessary or appropriate to further evidence such separate arrangement.
THIS AMENDMENT NO. 1 was approved by the Board of Directors of Hancock Holding Company on December 22, 2004,
to be effective as of the date first set forth above.
HANCOCK HOLDING COMPANY
By: /s/ Carl J. Chaney
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Its: EVP & CFO
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