Hancock Holding Company Nonqualified Deferred Compensation Plan - -------------------------------------------------------------------------------------------------------------------
THIS HANCOCK HOLDING COMPANY NONQUALIFIED DEFERRED COMPENSATION PLAN was approved by the Compensation
Committee of the Board of Directors of Hancock Holding Company and adopted by the Board of Directors of the
Company on December 14, 2005, to be effective as of the date and subject to the terms and conditions set forth
below.
PREAMBLE
The purpose of the Hancock Holding Company Nonqualified Deferred Compensation Plan (this "Plan") is to
provide specified benefits to the members of the Board of Directors of Hancock Holding Company (the "Company"),
to the members of the boards of directors of certain affiliates of the Company, and to a select group of
management or highly compensated Employees who contribute materially to the continued growth, development and
future business success of Hancock Holding Company, a Mississippi corporation, and its Affiliates, if any, that
sponsor this Plan. This Plan shall be unfunded for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA"), and shall be a nonqualified plan for Federal income tax purposes.
The Plan is intended to comply with all applicable law, including Section 409A of the Internal Revenue
Code of 1986, as amended, and related Treasury guidance and regulations (collectively, the "Code"), and shall be
operated and interpreted in accordance therewith.
Effective as of February 1, 2006 (the "Restatement Date"), the provisions of this Plan shall amend and
restate, in their entirety, the Hancock Holding Company Executive Deferred Compensation Plan, effective as of May
1, 2003, and the Hancock Holding Company Directors Deferred Compensation Plan, effective as of January 1, 2001
(collectively, the "Prior Plan"); provided, however, that the provisions of this Plan shall be deemed effective
as of January 1, 2005, or such other date or dates as may be required to comply with Code Section 409A (the
effective date or dates of this Plan referred to herein as the "Restatement Date"). Any amount credited to a
Participant under either such plan as of the Restatement Date, shall be referred to herein as the "Transfer
Amount," and shall be credited to the Participant's Account Balance under this Plan.
ARTICLE 1
DEFINITIONS
1.1 "Account Balance" or "Account" shall mean, with respect to a Participant, an entry on the
books and records of the Employer equal to the sum of his or her (a) Deferral Account, (b) Company Contribution
Account, (c) Company Restoration Matching Account, (d) Supplemental Contribution Account, (e) Incentive Units
and (f) Transfer Amount, if any. An Account Balance hereunder shall be a bookkeeping entry only and shall be
utilized solely as a device for the measurement and determination of the amounts to be paid to a Participant, or
his or her designated Beneficiary.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
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1.2 "Affiliate" shall mean a corporation or other entity, with respect to which at least 80% of the
outstanding equity interests are owned, directly or indirectly by the Company, determined in accordance with Code
Sections 414(b), (c) and (m).
1.3 "Annual Deferral Amount" shall mean that portion of a Participant's Base Salary, Bonus,
Commissions, Cash Director Fees and Stock Directors Fees that a Participant elects to defer hereunder during a
Plan Year, without regard to whether such amounts are withheld and credited during such Plan Year. In the event
of a Participant's Retirement, Disability, death or Termination of Employment prior to the end of a Plan Year,
such year's Annual Deferral Amount shall be the actual amount withheld prior to such event.
1.4 "Annual Installment Method" shall mean annual installment payments over the number of years
selected by the Participant, not in excess of fifteen (15) years, calculated as follows: (a) for the first annual
installment, the Participant's vested Account Balance shall be calculated as of the close of business on or
around the Participant's Benefit Distribution Date, and (b) for the remaining annual installments, the
Participant's vested Account Balance shall be calculated as of each subsequent Benefit Distribution Date. Each
annual installment shall be calculated by multiplying such balance by a fraction, the numerator of which is one
and the denominator of which is the remaining number of annual payments due the Participant.
1.5 "Bank" shall mean Hancock Bank, a financial institution with its principal place of business in
Gulfport, Mississippi.
1.6 "Base Salary" shall mean annual cash compensation relating to services performed by an Employee
for an Employer during any calendar year, excluding distributions from nonqualified and nonqualified deferred
compensation plans, bonuses, commissions, overtime, fringe benefits, stock options, relocation expenses,
incentive compensation payments, severance payments, income replacement on account of long-term disability,
non-monetary awards, director fees and other fees, and automobile and other allowances, for employment services
rendered (whether or not such allowances are included in the Employee's gross income). Base Salary shall be
calculated before reduction for compensation voluntarily deferred or contributed by the Participant pursuant to
all qualified or nonqualified plans of any Employer and shall be calculated to include amounts not otherwise
included in the Participant's gross income under Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to
plans established by any Employer.
1.7 "Beneficiary" shall mean one or more persons, trusts, estates or other entities, designated in
accordance with Article9, entitled to receive benefits under this Plan upon the death of a Participant.
1.8 "Beneficiary Designation Form" shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee to designate one or more Beneficiaries.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
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1.9 "Benefit Distribution Date" shall mean the date that first triggers distribution of a
Participant's vested Account Balance hereunder. If a Participant's Account Balance is paid in the form of
installments, each subsequent Benefit Distribution Date shall be June 30th or the immediately succeeding business
day, provided that only one Benefit Distribution Date shall occur each calendar year. A Participant's initial
Benefit Distribution Date shall be determined upon the occurrence of any one of the following:
a. If a Participant Retires, his or her Benefit Distribution Date shall be the last day of the
six-month period immediately following the date on which the Participant Retires, provided the
Participant is a Key Employee, or the date on which the Participant Retires for all other
Participants.
b. If a Participant experiences a Termination of Employment, his or her Benefit Distribution Date
shall be the last day of the six-month period immediately following the date on which the
Participant experiences a Termination of Employment, if the Participant is a Key Employee, or
the date on which the Participant experiences a Termination of Employment for all other
Participants.
c. If a Participant dies, the date on which the Committee is provided with proof that is
satisfactory to the Committee of the Participant's death.
d. The date on which a Participant becomes Disabled.
1.10 "Board" or "Board of Directors" shall mean the Board of Directors of the Company.
1.11 "Bonus" shall mean any compensation, other than Base Salary and Commissions, earned by an
Employee for services rendered during a Plan Year under an Employer's annual bonus, cash incentive plan or
similar arrangement.
1.12 "Cash Director Fees" shall mean such meeting fees, retainer or other compensation payable to a
Director in the form of cash.
1.13 "Change in Control" shall mean any "change in control event," as defined in accordance with
Treasury guidance and regulations related to Code Section 409A.
1.14 "Code" shall mean the Internal Revenue Code of 1986, as it may be amended from time to time,
including any regulation or other authority promulgated thereunder.
1.15 "Commissions" shall mean the cash commissions earned by an Employee from an Employer for
services rendered during a Plan Year, excluding Bonus or other additional incentives or awards earned by the
Participant.
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Nonqualified Deferred Compensation Plan
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1.16 "Committee" shall mean the Compensation Committee of the Board of Directors of the Company, or
the members thereof who are non-employee directors within the meaning of Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended.
1.17 "Common Stock" means $3.33 par value common stock issued by the Company.
1.18 "Common Stock Unit" means a unit representing a share of Common Stock.
1.19 "Common Stock Unit Measurement Fund" means a measurement fund established in accordance with
the provisions of Section 4.2 hereof, consisting solely or primarily of Common Stock Units.
1.20 "Company" shall mean Hancock Holding Company, a Mississippi corporation, and any successor to
all or substantially all of the Company's assets or business.
1.21 "Company Contribution" shall mean a credit made by the Company or an Employer in accordance
with Section 3.4(a) hereof; "Company Contribution Account" shall mean a Participant's Company Contributions and
amounts credited or debited to the Participant's Company Contribution Account, adjusted in accordance with
Section 4.3 hereof, reduced by any distributions from such account.
1.22 "Company Restoration Contribution" shall mean a credit made by the Company or an Employer in
accordance with Section 3.4(b) hereof; "Company Restoration Matching Account" shall mean a Participant's Company
Restoration Contributions, adjusted in accordance with Section 4.3 hereof, reduced by the amount of any
distribution from such account.
1.23 "Continuing Participant" shall mean a participant in a Prior Plan who entered into an election
to defer his or her remuneration thereunder with respect to services rendered during the period commencing
January 1, 2006, and ending December 31, 2006.
1.24 "Deferral Account" shall mean an account credited with a Participant's Annual Deferral Amount,
adjusted as provided in Section 4.3 hereof, reduced by any distributions from such account.
1.25 "Director" shall mean a nonemployee member of the Board of Directors of the Company and a
nonemployee member of the board of directors of an Affiliate of the Company, provided that the members of such
board have been designated in accordance with Article 2 hereof.
1.26 "Disability" or "Disabled" shall mean that a Participant is (a) unable to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b)
by reason of any medically determinable physical or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits
for a period of not less than three months under an accident or health plan covering employees of the
Participant's Employer. For purposes of this Plan, a Participant shall be deemed Disabled if determined to be
totally disabled by the Social Security Administration, or if determined to be disabled in accordance with the
applicable disability insurance program of such Participant's Employer, provided that the definition of
"disability" applied under such disability insurance program complies with the requirements in the preceding
sentence.
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Nonqualified Deferred Compensation Plan
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1.27 "Election Form" shall mean the form established from time to time by the Committee that a
Participant completes, signs and returns to the Committee to make deferrals under the Plan.
1.28 "Employee" shall mean a common law employee of an Employer.
1.29 "Employer(s)" shall mean the Company and/or any of its Affiliates, all or a portion of the
employees of which have been selected by the Board to participate hereunder.
1.30 "ERISA" shall mean the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time.
1.31 "Fair Market Value" shall mean the closing sales price of a share of Common Stock as reported
on The Nasdaq Stock Market on the date such value is determined hereunder, or, if the value of Common Stock is
not reported on such date, as of the immediately preceding date on which such value is reported.
1.32 "401(k) Plan" shall mean the Bank's 401(k) Savings and Investment Plan, as the same may be
amended or superceded from time to time.
1.33 "Incentive Account" shall mean (a) the number of Incentive Units equal to the number of shares
of Restricted Stock or Performance Stock deferred by a Participant hereunder and the number of additional units
credited to such account as a result of the deemed reinvestment of dividend equivalents hereunder, reduced by (b)
the number of Incentive Units distributed to such Participant or his or her Beneficiary hereunder.
1.34 "Incentive Award" shall mean an award of Restricted Stock or Performance Stock made to a
Participant under the Company's separate Incentive Plan.
1.35 "Incentive Unit" shall mean a Common Stock Unit credited to a Participant's Incentive Account
hereunder.
1.36 "Incentive Plan" shall mean the Hancock Holding Company 2005 Long-Term Incentive Plan,
including any amendment or successor thereto.
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Nonqualified Deferred Compensation Plan
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1.37 "Key Employee" shall mean any Participant who is a "key employee" (as defined in Code Section
416(i) without regard to paragraph (5) thereof) of any Employer that is a corporation whose stock is publicly
traded on an established securities market or otherwise, as determined by the Committee in accordance with Code
Section 409A. For the purpose of determining Participants subject to the six-month delay in benefit distribution
following Retirement and/or Termination of Employment, the identification of "key employees" shall be based upon
the 12-month period ending on each December 31st. Participants who meet the requirements of Code Section
416(i)(1)(A)(i), (ii) or (iii) during the 12-month period ending on December 31st shall be considered Key
Employees for the 12-month period commencing on the following April 1st. By way of example, any Participant who
was identified as a "key employee" on the identification date of December 31, 2007, would be a Key Employee for
the purposes of this Plan and subject to a six-month delay in commencement of benefit distribution if the
Participant Retired or experienced a Termination of Employment between April 1, 2008, and March 31, 2009.
1.38 "Participant" shall mean (a) any Director and any Employee for whom an Account Balance is
maintained hereunder, and (b) each participant in the Prior Plan for whom an Account Balance is maintained
hereunder.
1.39 "Performance Stock" shall mean an award of performance stock under the Incentive Plan made to a
Participant hereunder.
1.40 "Plan" shall mean this Hancock Holding Company Nonqualified Deferred Compensation Plan, which
shall be evidenced by this instrument and by each Plan Agreement, as may be amended from time to time.
1.41 "Plan Agreement" shall mean a written agreement, as may be amended from time to time, which is
entered into by and between an Employer and a Participant. Each Plan Agreement executed by a Participant and the
Participant's Employer shall provide for the entire benefit to which such Participant is entitled under the Plan;
should there be more than one Plan Agreement, the Plan Agreement bearing the latest date of acceptance by the
Employer shall supersede all previous Plan Agreements in their entirety and shall govern such entitlement. The
terms of any Plan Agreement may be different for any Participant, and any Plan Agreement may provide additional
benefits not set forth in the Plan or limit the benefits otherwise provided under the Plan; provided, however,
that any such additional benefits or benefit limitations must be agreed to by both the Employer and the
Participant.
1.42 "Plan Year" shall mean the calendar year.
1.43 "Restricted Stock" shall mean shares of Common Stock awarded to a Participant hereunder under
the Incentive Plan in the form of restricted shares.
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Nonqualified Deferred Compensation Plan
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1.44 "Retirement," "Retire(s)" or "Retired" shall mean, with respect to an Employee, his or her
separation from service with all Employers for any reason, other than death, Disability or involuntary separation
on account of cause (as determined by the Committee), provided he or she:
a. Has attained age sixty-five (65) and completed five (5) Years of Service;
b. Has attained age sixty-two (62) and completed ten (10) Years of Service; or
c. Has attained age fifty-five (55) and completed fifteen (15) Years of Service.
Such term shall mean, with respect to a Director, that he or she has ceased to serve as a member of the
Board or the board of directors of an Affiliate, other than on account of resignation or removal.
1.45 "Stock Director Fees" shall mean such committee fees, retainer or other compensation payable to
a Director in the form of Common Stock, if any.
1.46 "Supplemental Contribution" shall mean a contribution by the Company or an Employer in
accordance with Section 3.4(c) hereof; "Supplemental Contribution Account" shall mean a Participant's
Supplemental Contributions, adjusted in accordance with Section 4.3 hereof, reduced by any distribution from such
account.
1.47 "Termination of Employment" shall mean the separation from service with all Employers,
voluntarily or involuntarily, for any reason other than Retirement, Disability, or death, as determined in
accordance with Code Section 409A.
1.48 "Trust" shall mean one or more trusts established by the Company in accordance with Article 14
hereof.
1.49 "Unforeseeable Financial Emergency" shall mean a severe financial hardship of the Participant
or his or her Beneficiary resulting from (a) an illness or accident of the Participant or Beneficiary, the
Participant's or Beneficiary's spouse, or the Participant's or Beneficiary's dependent (as defined in Code
Section 152(a)), (b)a loss of the Participant's or Beneficiary's property due to casualty, or (c)such other
similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the
Participant or the Participant's Beneficiary, all as determined in the sole discretion of the Committee.
1.50 "Years of Service" shall mean the total number of full years in which a Participant has been
employed by one or more Employers. For purposes of this definition, a year of employment shall be a 365 day
period (or 366 day period in the case of a leap year) that, for the first year of employment, commences on the
Employee's date of hiring and that, for any subsequent year, commences on an anniversary of that hiring date.
The Committee shall make a determination as to whether any partial year of employment shall be counted as a Year
of Service.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
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ARTICLE 2
PARTICIPATION
2.1 Participants Eligible to Defer: Participation in the Plan shall be determined by the Committee
prior to the first day of each Plan Year and shall be limited to:
a. The nonemployee members of the Board of Directors, who shall be eligible to participate in the
Plan, without the necessity of further action by the Committee.
b. A Director who serves as a member of the board of directors of an Affiliate, provided such
Affiliate has been designated by the Board on Appendix A hereto; once such designation is made,
such Directors shall be eligible to participate in the Plan, without the necessity of further
action by the Committee.
c. Employees designated by the Committee, who may be designated individually or by groups or
classes. In lieu of individual designation hereunder and with respect to Employees other than
executive officers of the Company or the Bank, the Committee may ratify the recommendations of
the appropriate officers of the Company or the Bank, as the case may be, which may be made
individually or by class.
d. For the Plan Year that includes the February 1, 2006, Restatement Date, each Continuing
Participant who entered into a deferral election under a Prior Plan with respect to
remuneration payable for services rendered during the period commencing January 1, 2006, and
ending December 31, 2006, without the necessity of further action.
2.2 Enrollment; Commencement of Participation:
a. Initial Participation. Each Director or Employee designated as a Participant hereunder who is
first eligible to participate in the Plan as of the Restatement Date shall complete, execute and return to the
Committee a Plan Agreement, an Election Form and a Beneficiary Designation Form, prior to such date, or such
other date as may be established by the Committee in its sole discretion.
b. Plan Year. A Director or Employee who first becomes eligible to participate in the Plan as of
the first day of a Plan Year shall complete, execute and return to the Committee a Plan Agreement, an Election
Form and a Beneficiary Designation Form prior to such date in accordance with instructions of the Committee.
c. Partial Year. If an Employee or Director first becomes eligible to participate hereunder
during a Plan Year, such Employee or Director shall complete, execute and return to the Committee a Plan
Agreement, an Election Form and a Beneficiary Designation Form in accordance with instructions of the Committee.
Any such Participant shall defer only the portion of his or her Base Salary, Bonus, Incentive Award, Commissions,
Cash Director Fees and/or Stock Director Fees that are paid with respect to services performed after his or her
participation commencement date, except to the extent permissible under Code Section 409A.
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Nonqualified Deferred Compensation Plan
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d. Commencement of Participation. Each Director or Employee shall commence participation
hereunder as of the date that the Committee determines, in its sole discretion, after he or she has satisfied the
requirements of this section, subject to the limitations set forth in Code Section 409A. If any such Director or
an Employee fails to satisfy such requirements, he or she shall not be eligible to participate during such Plan
Year.
2.3 Continuing Participants: Notwithstanding any provision of this Article 2 to the contrary, the
deferral election of a Continuing Participant made in accordance with the terms of a Prior Plan with respect to
services performed during the period commencing January 1, 2006, and ending December 31, 2006, shall be deemed
timely made and shall remain in force and effect in accordance with its terms.
ARTICLE 3
DEFERRALS; COMPANY CONTRIBUTIONS
3.1 Deferrals:
a. Annual Deferrals. Except as may be provided herein, for each Plan Year a Participant shall
elect to defer, as his or her Annual Deferral Amount, Base Salary, Bonus, Commissions, Cash Director Fees and/or
Stock Director Fees in the following percentages or amounts:
Type of Deferral Minimum Amount Maximum Amount
- ------------------------------- -------------------------------------- ----------------------------
Base Salary $3,000, including bonus and 80%
commissions deferred
Bonus $3,000, including base salary and 100%
commissions deferred
Commissions $3,000, including bonus and base 100%
salary deferred
Cash Director Fees $0 100%
Stock Director Fees $0 100%
If a Participant makes an election for less than the minimum amounts, or if no election is made, the amount
deferred with respect to the applicable Plan Year shall be zero. Notwithstanding the foregoing, if a Director or
Employee first becomes a Participant during a Plan Year, the minimum Annual Deferral Amount shall be prorated,
determined by multiplying such amount by a fraction, the numerator of which is the number of whole months
remaining in the Plan Year and the denominator of which is12.
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Nonqualified Deferred Compensation Plan
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b. Incentive Awards. For each Incentive Award, a Participant may elect to defer all or any
portion of such award, expressed as a percentage thereof. If no election is made, the percentage deferred shall
be zero.
c. Continuing Participants. Notwithstanding the foregoing, any deferral election made by a
Continuing Participant with respect to services rendered during the period commencing January 1, 2006, and ending
December 31, 2006, shall remain in effect hereunder.
3.2 Election to Defer; Effect of Election Form:
a. Initial Plan Year. In connection with a Participant's commencement of participation hereunder,
such Participant shall make an irrevocable deferral election for the Plan Year in which the Participant commences
participation in the Plan and complete such other elections and forms as the Committee deems necessary or
desirable. Any such election shall be valid, provided it is completed and signed by the Participant and timely
delivered to and accepted by the Committee.
b. Subsequent Plan Years. For each succeeding Plan Year, an irrevocable deferral election shall
be made by delivering a new Election Form to the Committee, before the last day of the Plan Year preceding the
Plan Year for which the election is made. If an Election Form is not timely delivered for a Plan Year, the
Annual Deferral Amount shall be zero for such year.
c. Incentive Awards. An election to defer an Incentive Award hereunder shall be (i) made in the
form acceptable to the Committee, and (ii) such election shall be delivered to and accepted by the Committee not
later than the last business day of the calendar year preceding the Plan Year during which such Restricted or
Performance Stock is awarded to a Participant under the Incentive Plan.
d. Performance-Based Compensation. The Committee may, in its sole discretion, determine that an
irrevocable deferral election pertaining to "performance-based compensation" based on services performed over a
period of at least twelve (12) months, may be made by timely delivering an Election Form to the Committee, in
accordance with its rules and procedures, no later than six (6) months before the end of the performance service
period. "Performance-based compensation" shall be compensation, the payment or amount of which is contingent on
pre-established organizational or individual performance criteria, which satisfies the requirements of Code
Section 409A. In order to be eligible to make a deferral election for performance-based compensation, a
Participant must perform services continuously from a date no later than the date upon which the performance
criteria for such compensation are established through the date upon which the Participant makes a deferral
election for such compensation. In no event shall an election to defer performance-based compensation be
permitted after such compensation has become both substantially certain to be paid and readily ascertainable.
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Nonqualified Deferred Compensation Plan
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e. Compensation Subject to Risk of Forfeiture. With respect to compensation, the payment of which
is unforeseeable prior to the first day of any Plan Year, and with respect to which:
i. A Participant has a legally binding right to the payment of such compensation in a subsequent
year; and
ii. Such compensation is subject to a forfeiture condition requiring the Participant's continued
services for a period of at least twelve (12) months from the date the Participant obtains the
legally binding right,
the Committee may, in its sole discretion, determine that an irrevocable deferral election for such compensation
may be made by timely delivering an Election Form to the Committee in accordance with its rules and procedures,
no later than the 30th day after the Participant obtains the legally binding right to the compensation, provided
that the election is made at least twelve (12) months in advance of the earliest date at which the forfeiture
condition could lapse.
3.3 Withholding and Crediting of Annual Deferrals: For each Plan Year, the Base Salary portion of
a Participant's Annual Deferral Amount shall be withheld from each regularly scheduled pay period in equal
amounts, as adjusted from time to time for increases and decreases in Base Salary. Such withholding shall be
credited to a Participant's Account hereunder as soon as practicable after each such pay date.
Any Bonus, Commissions, Cash Director Fees and/or Stock Director Fees portion of the Annual Deferral
Amount shall be withheld at the time such Bonus, Commissions, Cash Director Fees or Stock Director Fees would
otherwise be payable to the Participant or Director, whether occurring during or after the Plan Year. Such
amount shall be credited to an Account hereunder as soon as practicable after such date; provided that any Stock
Director Fee deferred hereunder shall be credited hereunder as of the date on which such amount is otherwise
payable to an affected Director.
3.4 Determining and Crediting Company Contributions:
a. Company Contributions. For each Plan Year, an Employer shall be required to credit amounts to a
Participant's Company Contribution Account in accordance with an employment or other agreement entered into
between a Participant and such Employer. Any such amount shall be credited on the date or dates prescribed by
such agreements, or if no date is prescribed, as of the last business day of the affected Plan Year.
In addition to the foregoing, the Committee, in its discretion, may credit a Company Contribution to the
Company Contribution Account of one or more Participants hereunder, in such amounts and at such times as it deems
appropriate.
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Nonqualified Deferred Compensation Plan
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b. Company Restoration Matching Contributions. A Participant's Company Restoration Matching
Contribution for any Plan Year shall be an amount determined by the Committee, in its discretion, to make up for
certain limits applicable to the 401(k) Plan or other qualified plan for such Plan Year, or for such other
purposes the Committee may determine. The Participant's Company Restoration Matching Contribution, if any,
shall be credited on a date or dates to be determined by the Committee, in its discretion.
c. Supplemental Contributions. For each Plan Year, the Committee, in its discretion, may credit
an amount to a Participant's Supplemental Contribution Account. Any such amount shall be credited in such
amounts and on a date or dates to be determined by the Committee.
d. Discretionary Contributions. Except as to any amount required to be made under an employment
or similar agreement, any contribution or credit described in this Section 3.4 shall be made in the discretion of
the Committee and need not be uniform as among any Participant or group of Participants hereunder, whether or not
similarly situated.
3.5 Crediting Incentive Awards: Incentive Units shall be credited to a Participant's Incentive
Account as of the date on which Restricted Stock would otherwise be awarded to such Participant under the
Company's Incentive Plan.
3.6 Vesting:
a. Vested Amounts. Unless otherwise provided in subparagraph (b) hereof, a Participant's Account
shall vest and be nonforfeitable as follows:
i. A Participant shall, at all times, be fully vested in his or her Deferral Account and Transfer
Amount.
ii. A Participant's Incentive Account shall vest and be nonforfeitable at such time or times and in
such amounts as the Participant's Incentive Award would otherwise vest in accordance with the
terms of the Incentive Plan.
iii. A Participant shall be vested in his or her Company Contribution Account and Supplemental
Contribution Account in accordance with the vesting schedule(s) set forth in his or her Plan
Agreement, employment agreement or any other agreement entered into between the Participant and
his or her Employer. If not addressed in such agreements, a Participant shall vest in his or
her Company Contribution Account in accordance with the vesting schedule designated by the
Committee.
iv. A Participant shall be vested in his or her Company Restoration Matching Account at the time or
times and in the amounts determined in accordance with the provisions of the 401(k) Plan.
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Nonqualified Deferred Compensation Plan
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b. Acceleration Events. Notwithstanding the provisions of subparagraph a hereof, in the event of
a Participant's Retirement or death or Disability while employed by an Employer, such Participant's Company
Contribution Account, Company Restoration Matching Account and Supplemental Contribution Account shall be fully
vested and nonforfeitable.
In the event of a Change in Control and subject to the provisions of Section 4.6 hereof, the interest of
a Participant in his or her Company Contribution Account, Company Restoration Matching Account and Supplemental
Contribution Account shall vest and be nonforfeitable in accordance with the terms of any employment, severance
or similar arrangement between such Participant and his or her Employer. If there is no such agreement or any
such agreement is silent, such Participant's Accounts shall be deemed fully vested and nonforfeitable upon the
occurrence of a Change in Control, but only to the extent that such acceleration would not cause the deduction
limitations of Code Section 280G and the excise tax provisions of Code Section 4999 to be effective. The
Committee shall make any determination required hereunder.
A Participant's Incentive Account shall be fully vested upon the occurrence of a Change in Control or
Retirement, death or Disability to the extent provided in such Participant's initial award of Restricted Stock or
Performance Stock under the Incentive Plan.
ARTICLE 4
MEASUREMENT FUNDS; RESTRICTED STOCK UNITS
4.1 Measurement Funds:
a. Measurement Funds. One or more measurement funds shall be designated by the Committee for the
purpose of determining the amount to be credited or debited to his or her Account Balance. The Committee may, in
its discretion, discontinue, substitute or add a measurement fund. Each such action will take effect as of the
first day of the first calendar quarter that begins at least thirty (30) days after the day on which the
Committee gives each Participant written notice of such change.
b. Election of Measurement Funds. Except as provided in section 4.2 hereof, a Participant shall
initially elect, on his or her Election Form, one or more measurement funds. If a Participant does not elect any
of the measurement funds, the Participant's Account Balance shall automatically be allocated into the lowest-risk
measurement fund designated by the Committee. Subject to such limitations as may be imposed by the Committee,
each Participant may, by submitting an Election Form to the Committee, modify his or her designation of
measurement funds, or change the portion of his or her Account Balance allocated to a measurement fund. Any such
modification shall apply as soon as practicable following receipt and acceptance by the Committee. The
Committee, in its discretion, may impose additional limitations on the frequency with which one or more of the
measurement funds may be modified hereunder
Hancock Holding Company
Nonqualified Deferred Compensation Plan
- -------------------------------------------------------------------------------------------------------------------
4.2 Common Stock Measurement Fund:
a. The portion of a Participant's Account Balance attributable to the deferral of Stock Directors
Fees and any portion of a Participant's Transfer Amount invested in Common Stock Units under
the terms of a Prior Plan shall be allocated to the Common Stock Measurement Fund.
b. A Participant may elect to invest all or any of his or her Bonus or Cash Directors Fees in the
Common Stock Measurement Fund; Base Salary shall not be eligible for such investment.
c. Amounts allocated to the Common Stock Measurement Fund shall not be reallocated to any other
measurement fund and shall be distributable only in the form of Common Stock.
d. Any amount equal to stock or cash dividends payable with respect to Common Stock shall be
credited to the Participant's Account Balance in the form of additional Common Stock Units as
of the applicable dividend payment date. The number of units credited with respect to a cash
dividend shall be determined by dividing the amount of such dividend by the Fair Market Value
of Common Stock on the applicable dividend payment date.
4.3 Crediting or Debiting Returns: The performance of each measurement fund (either positive or
negative) shall be determined and allocated to a Participant's Account at least as frequently as quarterly.
4.4 No Actual Investment: A Participant's Account Balance shall at all times be a bookkeeping
entry only and shall not represent any investment made on his or her behalf by the Company or the Trust; the
Participant shall at all times remain an unsecured creditor of the Company. Notwithstanding any other provision
of this Plan to the contrary, measurement funds are to be used for measurement purposes only. A Participant's
election of a measurement fund, the allocation of his or her Account Balance thereto, the calculation and
crediting or debiting of amounts to a Participant's Account Balance shall not be considered or construed in any
manner as an actual investment in any such measurement fund. In the event that the Company decides to invest
its funds in any or all of the investments on which the measurement funds are based, no Participant shall have
any right in or to such investments.
4.5 Incentive Units: Incentive Units credited hereunder shall be subject to the following:
a. Such units shall not be reallocated to any measurement fund and shall be distributable only in
the form of Common Stock.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
- -------------------------------------------------------------------------------------------------------------------
b. Any amount equal to stock or cash dividends payable with respect to Common Stock shall be
credited to the Participant's Incentive Account in the form of additional Incentive Units as of
the applicable dividend payment date. The number of units credited with respect to a cash
dividend shall be determined by dividing the amount of any such dividend by the Fair Market
Value of a share of Common Stock on the applicable dividend payment date.
c. Incentive Units credited hereunder shall offset the number of shares of Common Stock available
for grant or issuance under the Company's Incentive Plan. The maximum number of Incentive
Units available for credit hereunder shall be determined in accordance with the provisions of
such plan.
4.6 FICA and Other Taxes:
a. Annual Deferral Amounts. For each Plan Year in which an Annual Deferral Amount is made
hereunder, a Participant's Employer shall withhold from such Participant's Base Salary, Bonus and/or Commissions,
his or her share of FICA and such other employment taxes as may be required by law to be withheld or the
Participant shall separately remit to the Employer the amount of any such withholding.
b. Company Contribution Account, Company Restoration Matching Account and Supplemental
Contribution Account. When a Participant becomes vested in a portion of his or her Company Contribution Account,
Company Restoration Matching Account, Supplemental Contribution Account or Incentive Account, as a condition of
vesting, such Participant's Employer shall withhold , as a condition of such vesting, from that portion of the
Participant's Base Salary, Bonus and/or Commissions not deferred hereunder FICA and other employment taxes as may
be required by law to be withheld or the Participant shall separately remit to the Employer the amount of any
such withholding.
c. Distributions. The Participant's Employer shall withhold from any payment made to a
Participant hereunder, as a condition thereof, the amount of any federal, state and local income, employment and
other taxes required to be withheld, the amounts and in the manner determined by the Employer.
ARTICLE 5
PRIOR PLAN; SCHEDULED DISTRIBUTIONS;
UNFORESEEABLE FINANCIAL EMERGENCIES; OTHER DISTRIBUTION RULES
5.1 Prior Plan: Notwithstanding any provision of the Plan to the contrary, with respect to any
Participant credited with a Transfer Amount hereunder who is not actively employed by an Employer or serving as a
member of the Board of Directors of the Company or its Affiliates as of the February 1, 2006, Restatement Date,
such Participant's election as to the time and form of payment under the Prior Plan effective as of his or her
termination of employment shall be irrevocable and shall govern the distribution of such amount hereunder. As to
any such Participant who is in pay status thereunder as of such date, the distribution election of such
Participant last effective under the Prior Plan shall continue to govern the time and method of distribution of
such Participant's Transfer Amount hereunder, and such distribution shall continue without interruption.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
- -------------------------------------------------------------------------------------------------------------------
5.2 Scheduled Distributions:
a. Distribution Date. In connection with each election to defer an Annual Deferral Amount
hereunder, a Participant may irrevocably elect to receive a scheduled distribution with respect to all or a
portion of such deferral (a "Scheduled Distribution"). Such Scheduled Distribution:
i. Shall be distributed in the form of a lump sum payment;
ii. Shall be paid during the sixty (60) day period following the first day of the Plan Year
designated by the Participant, which shall not be less than three (3) Plan Years after the last
day of the Plan Year to which the Participant's affected deferral election relates, and
iii. Shall be designated as such, including the time of payment in accordance with subparagraph ii
hereof, by the Participant at the time of his or her deferral election hereunder.
b. Postponing Scheduled Distributions. A Participant may elect to postpone a Scheduled
Distribution by delivery of a new distribution election to the committee. Any such form shall be given effect,
provided it satisfies all of the following conditions:
i. The election form must be submitted to and accepted by the Committee at least twelve (12)
months prior to the Participant's previously designated Scheduled Distribution Date;
ii. The new Scheduled Distribution Date must be the first day of a Plan Year that is at least five
(5) years after the previously designated date; and
iii. The new election must be received and accepted by the Committee for a period of not less than
twelve (12) months before it is effective.
5.3 Earlier Distribution: Notwithstanding any provision of this Article 5 to the contrary, a
Participant's Account shall be distributed on the earliest to occur of the following: his or her Scheduled
Distribution Date or a distribution described in Articles 6, 7, 8 or 9 hereof. The form or manner applicable to
any such distribution shall control.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
- -------------------------------------------------------------------------------------------------------------------
5.4 Unforeseeable Financial Emergencies: If a Participant experiences an Unforeseeable Financial
Emergency, such Participant may petition the Committee to receive a partial or full payout from the Plan, subject
to the provisions set forth herein.
The payout, if any, from the Plan shall not exceed the lesser of (a) the Participant's vested Account
Balance, excluding such Participant's Incentive Account, calculated as of the close of business on or around the
date on which the amount becomes payable, or (b) the amount necessary to satisfy the Unforeseeable Financial
Emergency, plus any amount necessary to pay Federal, state or local income taxes or penalties reasonably
anticipated as a result of the distribution. Notwithstanding the foregoing, a Participant may not receive a
payout from the Plan to the extent that the Unforeseeable Financial Emergency is or may be relieved (a) through
reimbursement or compensation by insurance or otherwise, (b) by liquidation of the Participant's assets, to the
extent the liquidation of such assets would not itself cause severe financial hardship or (c) by suspension of
deferrals under this Plan (provided that such suspension is required by Code Section 409A).
If the Committee, in its sole discretion, approves a Participant's petition for payout from the Plan,
the Participant shall receive a payout from the Plan not later than sixty (60) days after the date of such
approval.
In addition, a Participant's deferral elections under this Plan shall be terminated to the extent the
Committee determines, in its sole discretion, that termination of such Participant's deferral elections is
required pursuant to Treas. Reg. §1.401(k)-1(d)(3) for the Participant to obtain a hardship distribution from an
Employer's 401(k) Plan. If the Committee determines, in its sole discretion, that a termination of the
Participant's deferrals is required in accordance with the preceding sentence, the Participant's deferrals shall
be terminated as soon as administratively practicable following the date on which such determination is made.
5.5 Complete Distribution: Notwithstanding any provision of the Plan or the terms of a
Participant's Plan Agreement to the contrary, if a Participant's vested Account Balance has been distributed in
full prior to the date on which any final deferral or contribution is credited hereunder, such final deferral or
contribution shall be distributed to such Participant in the form of a lump sum payment as soon as practicable
after the date on which any such amount is credited hereunder.
5.6 Deduction Limitation on Benefit Payments: If an Employer reasonably anticipates that the
deduction with respect to any distribution from this Plan would be limited or eliminated by application of Code
Section 162(m), then to the extent deemed necessary by the Committee, such Employer may delay payment of any
such amount. Any amount for which distribution is delayed hereunder shall continue to be adjusted as provided in
Section 4.3 hereof. Such amounts shall be distributed to the Participant (or his or her Beneficiary in the event
of the Participant's death) at the earliest date the Committee reasonably anticipates that the deduction of the
payment of the amount will not be limited or eliminated by application of Code Section 162(m).
Hancock Holding Company
Nonqualified Deferred Compensation Plan
- -------------------------------------------------------------------------------------------------------------------
ARTICLE 6
RETIREMENT BENEFITS
6.1 Amount of Retirement Benefit: A Participant who Retires shall receive, as a retirement
benefit hereunder, his or her vested Account Balance, determined as of the close of business on or around the
Participant's Benefit Distribution Date (a "Retirement Benefit").
6.2 Time of Payment: A Retirement Benefit payable hereunder shall be paid as of a Participant's
Benefit Distribution Date determined in accordance with Section 1.9 hereof; provided, however, that a Participant
may elect to postpone such date, subject to the requirements of Section 5.2(b) hereof.
6.3 Form of Payment: A Participant, at the time of his or her initial commencement of
participation in the Plan, shall elect to receive his or her Retirement Benefit in the form of a lump sum or
under an Annual Installment Method. If a Participant fails to make an election, he or she shall be deemed to
have elected to receive his or her Retirement Benefit in a lump sum.
A Participant may change the form of payment elected hereunder (or a deemed election) by submitting a
new Election Form to the Committee; such form shall be effective provided it satisfies all of the following
conditions:
a. The election must be received and accepted by the Committee for a period of not less than
twelve (12) months before it is effective;
b. The payment shall be delayed at least five (5) years from the Participant's originally
scheduled Benefit Distribution Date; and
c. The election form must be submitted to and accepted by the Committee at least twelve (12)
months prior to the Participant's previously designated Scheduled Distribution Date.
For purposes of applying the requirements above, installment payments shall be treated as the entitlement to a
single payment. The Election Form most recently accepted by the Committee that has become effective shall govern
the payout of the Retirement Benefit.
ARTICLE 7
TERMINATION BENEFITS
A Participant who experiences a Termination of Employment shall receive his or her vested Account
Balance, calculated as of the close of business on or around the Participant's Benefit Distribution Date. Such
benefit shall be paid in the form of a lump sum not later than sixty (60) days after the Participant's Benefit
Distribution Date.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
- -------------------------------------------------------------------------------------------------------------------
ARTICLE 8
DISABILITY BENEFITS
Upon a Participant's Disability, the Participant shall receive his or her vested Account Balance,
calculated as of the close of business on or around the Participant's Benefit Distribution Date. Such benefit
shall be paid in a lump sum payment no later than sixty (60) days after the Participant's Benefit Distribution
Date.
ARTICLE 9
DEATH BENEFITS
9.1 Death Benefit: The Participant's Beneficiary(ies) shall receive, upon the Participant's,
death, an amount equal to the Participant's vested Account Balance, calculated as of the close of business on or
around the Participant's Benefit Distribution Date. Such benefit shall be paid to the Participant's
Beneficiary(ies) in a lump sum payment no later than sixty (60) days after the Participant's Benefit Distribution
Date.
9.2 Beneficiary Designation: Each Participant shall have the right, at any time, to designate his
or her Beneficiary(ies) (both primary as well as contingent) to receive any benefits payable under the Plan upon
the death of a Participant. Any Beneficiary designated under this Plan may be the same as or different from a
Beneficiary designation under any other plan of an Employer in which the Participant participates.
A Participant shall designate his or her Beneficiary by completing and signing the Beneficiary
Designation Form and returning it to the Committee. A Participant shall have the right to change a Beneficiary
by completing, signing and otherwise complying with the terms of the Beneficiary Designation Form and the
Committee's rules and procedures, as in effect from time to time. If the Participant names someone other than
his or her spouse as a Beneficiary, the Committee may, in its sole discretion, determine that spousal consent is
required on a form acceptable to the Committee.
Upon the acceptance by the Committee of a new Beneficiary Designation Form, all Beneficiary designations
previously filed shall be canceled. The Committee shall be entitled to rely on the last Beneficiary Designation
Form filed by the Participant and accepted by the Committee prior to his or her death. No designation or change
in designation of a Beneficiary shall be effective until received and acknowledged in writing by the Committee or
its designated agent.
9.3 No Beneficiary Designation; Construction: If a Participant fails to designate a Beneficiary
or, if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the
Participant's benefits, then the Participant's designated Beneficiary shall be deemed to be his or her surviving
spouse. If the Participant has no surviving spouse, the benefits remaining under the Plan to be paid to a
Beneficiary shall be payable to the executor or personal representative of the Participant's estate.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
- -------------------------------------------------------------------------------------------------------------------
If the Committee has any doubt as to the proper Beneficiary to receive payments pursuant to this Plan,
the Committee shall have the right, exercisable in its discretion, to cause the Participant's Employer to
withhold such payments until this matter is resolved to the Committee's satisfaction.
ARTICLE 10
LEAVES OF ABSENCE
10.1 Paid Leave of Absence: If a Participant is on a paid leave of absence from his or her
employment and such leave does not constitute a separation from service within the meaning of Code Section 409A:
a. Such Participant shall not be entitled to a distribution hereunder; and
b. His or her deferrals shall continue during the period of such leave.
10.2 Unpaid Leave of Absence: If a Participant is on an unpaid leave of absence from employment and
such leave does not constitute a separation from service within the meaning of Code Section Code Section 409A:
a. His or her deferrals hereunder shall cease with respect to any cash compensation otherwise
payable during the period of such leave; and
b. He or she shall not be entitled to a distribution hereunder.
His or her deferrals of cash compensation shall resume upon the termination of such leave in accordance with the
terms of his or her Plan Agreement.
10.3 Payments After Employment Ceases: If a Participant receives compensation or other amounts
after his or her separation from service, as determined under Code Section 409A, his or her deferrals shall
cease, notwithstanding such receipt, and he or she be entitled to receive a distribution in accordance with the
terms of this Plan and his or her Plan Agreement.
ARTICLE 11
TERMINATION OF PLAN, AMENDMENT OR MODIFICATION
11.1 Termination of Plan: The Board of Directors may terminate this Plan, in its discretion, in
which event:
a. No additional Participants shall be admitted to the Plan;
b. No deferral elections shall be permitted; and
c. No additional contributions shall be made by the Company or any Employer hereunder.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
- -------------------------------------------------------------------------------------------------------------------
The measurement funds available to Participants following such termination shall be comparable in number
and type to those measurement funds available to Participants in the Plan Year preceding the Plan Year in which
such termination is effective. Following a termination hereunder, a Participant Account Balance shall remain in
the Plan until the Participant becomes eligible for the distribution of benefits as provided in Articles 4, 5, 6,
7 or 8 hereof. A termination hereunder shall not adversely affect any Participant or Beneficiary who has become
entitled to the payment of any benefits under the Plan as of the date of termination.
Notwithstanding the foregoing, during the thirty (30) days preceding or within twelve (12) months
following a Change in Control, the Board shall be permitted to (i) terminate the Plan, and (ii) distribute the
vested Account Balances to Participants in a lump sum no later than twelve (12) months after the Change in
Control, provided that:
a. The Company reasonably determines that such termination will not adversely affect the rights
and benefits of any participant in any other plan of deferred compensation maintained by the
Company or its Affiliates; and
b. A termination may be applicable to an individual Employer hereunder only to the extent
permitted under Code Section 409A.
11.2 Amendment:
a. Authority. The Board of Directors may, at any time, amend or modify the Plan in whole or in
part. Notwithstanding the foregoing:
i. No amendment or modification shall be effective to decrease the value of a Participant's vested
Account Balance in existence at the time the amendment or modification is made;
ii. The ability of the Board to amend any provision hereof related to Incentive Units shall be
limited by any restriction contained in the Incentive Plan; and
iii. The Board may amend the Plan or any Plan Agreement or ancillary form or agreement hereunder,
without the consent of any Participant or Beneficiary, to the extent it reasonably determines
that such amendment is necessary or appropriate to ensure that any amount credited hereunder is
not includable in the income of any such Participant or Beneficiary prior to the date on which
it is distributed hereunder, whether on account of Code Section 409A or otherwise.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
- -------------------------------------------------------------------------------------------------------------------
b. Plan Agreement. If a Participant's Plan Agreement contains benefits or limitations that are
not in this Plan document, the Employer may only amend or terminate such provisions with the written consent of
the Participant.
11.3 Effect of Payment: The full payment of the Participant's vested Account Balance hereunder
shall completely discharge all obligations to a Participant and his or her designated Beneficiaries under this
Plan, and the Participant's Plan Agreement and participation hereunder shall terminate.
ARTICLE 12
ADMINISTRATION
12.1 Powers: This Plan and all matters related thereto shall be administered by the Committee.
The Committee shall have the power and authority to interpret the provisions of this Plan and shall determine all
questions arising under the Plan including, without limitation, all questions concerning administration,
eligibility, the determination of benefits hereunder, and the interpretation of any form or other document
related to this Plan. In addition, the Committee shall have the authority to prescribe, amend and rescind rules
and administrative procedures relating to the operation of this Plan and to correct any defect, supply any
omission or reconcile any inconsistency in this Plan.
Any determination by the Committee need not be uniform as to all or any Participant hereunder. Any such
determination shall be conclusive and binding on all persons. The Committee shall engage the services of such
independent actuaries, accountants, attorneys and other administrative personnel as it deems necessary to
administer the Plan.
12.2 Delegation of Administrative Authority: The Committee, in its discretion, may delegate to
the appropriate officers of the Company or its Affiliates all or any portion of the power and authority granted
to it hereunder, subject to any limitations imposed under applicable Federal or state securities laws and the
applicable rules of the securities exchange upon which Common Stock is traded or reported. When acting in
accordance with such delegation, whether made orally or in writing, such officers shall be deemed to possess the
power and authority granted to the Committee hereunder. Without the requirement of further action, the Committee
shall be deemed to have delegated to its appropriate officers:
a. The authority to review and administer distributions and other payments and withdrawals in
accordance with the provisions of Articles 6, 7, 8 or 9 hereof; and
b. The authority to make such amendments to this Plan or any ancillary form or document related to
this Plan contemplated under Section 11.2(a)(iii) hereof.
12.3 Fees and Expenses: The Company shall bear all costs, fees and expenses associated with the
establishment, administration, and maintenance of the Plan.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
- -------------------------------------------------------------------------------------------------------------------
12.4 Common Stock Units:
a. Adjustment. In the event of any merger, consolidation or other reorganization of the Company,
there shall be substituted for each of the Common Stock Units then subject to the Plan the number and kind of
shares of stock or other securities to which the holders of Common Stock are entitled in such transaction. In
the event of any recapitalization, stock dividend, stock split, combination of shares or other change in the
number of shares of Common Stock then outstanding for which the Company does not receive consideration, the
number of Common Stock Units then subject to the Plan shall be adjusted in proportion to the change in
outstanding shares of Common Stock.
Incentive Units shall be subject to adjustment as provided under the Incentive Plan.
b. Shareholder Rights. No Participant or Beneficiary shall have any voting or other shareholder
rights on account of his or her status as such or with respect to any Common Stock Units credited to an Account
established hereunder.
12.5 Code Section 409A: This Plan is intended to comply and shall be interpreted and construed in a
manner consistent with the provisions of Code Section 409A, including any rule or regulation promulgated
thereunder. In the event that any provision of the Plan would cause an amount deferred hereunder to be subject
to tax under the Code prior to the time such amount is paid to a Participant, such provision shall, without the
necessity of further action by the Board or the Committee, be deemed null and void as of the Restatement Date or
such earlier date as may be required by law.
12.6 Other Benefits and Agreements: The benefits provided for a Participant and Participant's
Beneficiary under the Plan are in addition to any other benefits available to such Participant under any other
plan or program for employees of the Participant's Employer. The Plan shall supplement and shall not supersede,
modify or amend any other such plan or program except as may otherwise be expressly provided.
12.7 Service as an Employee and Director: If a Participant hereunder is employed by the Company or
an Affiliate as an Employee and also serves as a Director:
a. A separate Account shall be established and maintained hereunder with respect to deferrals or
contributions made during employment and service as a Director;
b. The distribution provisions set forth in Articles 5, 6, 7, 8 and 9 hereof shall be separately
administered with respect to each such Account; and
c. Nothing contained herein shall prohibit distribution from any such Account with respect to one
capacity contemporaneous with the crediting of deferrals or contributions hereunder with
respect to the other.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
- -------------------------------------------------------------------------------------------------------------------
ARTICLE 13
CLAIMS PROCEDURES
13.1 Presentation of Claim: Any Participant or Beneficiary of a deceased Participant (such
Participant or Beneficiary being referred to below as a "Claimant") may deliver to the Committee a written claim
for a determination with respect to the amounts distributable to such Claimant from the Plan. If such a claim
relates to the contents of a notice received by the Claimant, the claim must be made within sixty (60)days after
such notice was received by the Claimant. All other claims must be made within 180days of the date on which the
event that caused the claim to arise occurred. The claim must state with particularity the determination desired
by the Claimant.
13.2 Notification of Decision: The Committee shall consider a Claimant's claim within a reasonable
time, but no later than ninety (90) days after receiving the claim. If the Committee determines that special
circumstances require an extension of time for processing the claim, written notice of the extension shall be
furnished to the Claimant prior to the termination of the initial ninety (90) day period. In no event shall such
extension exceed a period of ninety (90) days from the end of the initial period. The extension notice shall
indicate the special circumstances requiring an extension of time and the date by which the Committee expects to
render the benefit determination. The Committee shall notify the Claimant in writing:
a. That the Claimant's requested determination has been made, and that the claim has been allowed
in full;
b. That the Committee has reached a conclusion contrary, in whole or in part, to the Claimant's
requested determination, and such notice must set forth in a manner calculated to be understood
by the Claimant:
c. The specific reason(s) for the denial of the claim, or any part of it;
d. Specific reference(s) to pertinent provisions of the Plan upon which such denial was based;
e. A description of any additional material or information necessary for the Claimant to perfect
the claim, and an explanation of why such material or information is necessary;
f. An explanation of the claim review procedure set forth in Section13.3 below; and
g. A statement of the Claimant's right to bring a civil action under ERISA Section 502(a)
following an adverse benefit determination on review.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
- -------------------------------------------------------------------------------------------------------------------
13.3 Review of a Denied Claim: On or before sixty (60)days after receiving a notice from the
Committee that a claim has been denied, in whole or in part, a Claimant (or the Claimant's duly authorized
representative) may file with the Committee a written request for a review of the denial of the claim. The
Claimant (or the Claimant's duly authorized representative):
a. May, upon request and free of charge, have reasonable access to, and copies of, all documents,
records and other information relevant (as defined in applicable ERISA regulations) to the
claim for benefits; and/or
b. May submit written comments or other documents.
13.4 Decision on Review: The Committee shall render its decision on review promptly, and no later
than sixty (60)days after the Committee receives the Claimant's written request for a review of the denial of
the claim. If the Committee determines that special circumstances require an extension of time for processing
the claim, written notice of the extension shall be furnished to the Claimant prior to the termination of the
initial sixty (60) day period. In no event shall such extension exceed a period of sixty (60) days from the end
of the initial period. The extension notice shall indicate the special circumstances requiring an extension of
time and the date by which the Committee expects to render the benefit determination. In rendering its decision,
the Committee shall take into account all comments, documents, records and other information submitted by the
Claimant relating to the claim, without regard to whether such information was submitted or considered in the
initial benefit determination. The decision must be written in a manner calculated to be understood by the
Claimant, and it must contain:
a. Specific reasons for the decision;
b. Specific reference(s) to the pertinent Plan provisions upon which the decision was based;
c. A statement that the Claimant is entitled to receive, upon request and free of charge,
reasonable access to and copies of, all documents, records and other information relevant (as
defined in applicable ERISA regulations) to the Claimant's claim for benefits; and
d. A statement of the Claimant's right to bring a civil action under ERISA Section 502(a).
13.5 Legal Action: A Claimant's compliance with the foregoing provisions of this Article14 is a
mandatory prerequisite to a Claimant's right to commence any legal action with respect to any claim for benefits
under this Plan.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
- -------------------------------------------------------------------------------------------------------------------
ARTICLE 14
TRUST
14.1 Establishment of the Trust: In order to provide assets from which to fulfill the obligations
of the Participants and their beneficiaries under the Plan, the Company may establish a trust by a trust
agreement with a third party, the trustee, to which each Employer may, in its discretion, contribute cash or
other property, including securities issued by the Company, to provide for the benefit payments under the Plan
(the "Trust").
The provisions of the Plan and the Plan Agreement shall govern the rights of a Participant to receive
distributions pursuant to the Plan. The provisions of the Trust shall govern the rights of the Employers,
Participants and the creditors of the Employers to the assets transferred to the Trust. Each Employer shall at
all times remain liable to carry out its obligations under the Plan.
14.2 Distributions From the Trust: Each Employer's obligations under the Plan may be satisfied
with Trust assets distributed pursuant to the terms of the Trust, and any such distribution shall reduce the
Employer's obligations under this Plan.
ARTICLE 15
MISCELLANEOUS
15.1 Status of Plan: The Plan is intended to be a plan that is not qualified within the meaning of
Code Section 401(a) and that "is unfunded and is maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated employees" within the meaning of
ERISA Sections 201(2), 301(a)(3) and 401(a)(1).
Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable
rights, interests or claims in any property or assets of an Employer. For purposes of the payment of benefits
under this Plan, any and all of an Employer's assets shall be, and remain, the general, unpledged unrestricted
assets of the Employer. An Employer's obligation under the Plan shall be merely that of an unfunded and
unsecured promise to pay money in the future.
15.2 Employer's Liability: An Employer's liability for the payment of benefits shall be defined
only by the Plan and the Plan Agreement, as entered into between the Employer and a Participant. An Employer
shall have no obligation to a Participant under the Plan except as expressly provided in the Plan and his or her
Plan Agreement.
15.3 Nonassignability: Neither a Participant nor any other person shall have any right to commute,
sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, transfer, hypothecate, alienate or
convey in advance of actual receipt, the amounts, if any, payable hereunder, or any part thereof, and all rights
to which are expressly declared to be, unassignable and non-transferable. No part of the amounts payable shall,
prior to actual payment, be subject to seizure, attachment, garnishment or sequestration for the payment of any
debts, judgments, alimony or separate maintenance owed by a Participant or any other person, be transferable by
operation of law in the event of a Participant's or any other person's bankruptcy or insolvency or be
transferable to a spouse as a result of a property settlement or otherwise.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
- -------------------------------------------------------------------------------------------------------------------
15.4 Not a Contract of Employment: The terms and conditions of this Plan shall not be deemed to
constitute a contract of employment between any Employer and the Participant. Such employment is hereby
acknowledged to be an "at will" employment relationship that can be terminated at any time for any reason, or no
reason, with or without cause, and with or without notice, unless expressly provided in a written employment
agreement. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of
any Employer, either as an Employee or a Director, or to interfere with the right of any Employer to discipline
or discharge the Participant at any time.
15.5 Furnishing Information: A Participant or his or her Beneficiary will cooperate with the
Committee by furnishing any and all information requested by the Committee and take such other actions as may be
requested in order to facilitate the administration of the Plan and the payments of benefits hereunder, including
but not limited to taking such physical examinations as the Committee may deem necessary.
15.6 General Provisions:
a. Gender. Whenever any words are used herein in the masculine, they shall be construed as though
they were in the feminine in all cases where they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were used in the plural or the singular, as the
case may be, in all cases where they would so apply.
b. Headings. The captions of the articles, sections and paragraphs of this Plan are for
convenience only and shall not control or affect the meaning or construction of any of its provisions.
c. Choice of Law. Subject to ERISA, the provisions of this Plan shall be construed and interpreted
according to the internal laws of the State of Mississippi without regard to its conflicts of laws principles.
d. Successors and Assigns. The provisions of this Plan shall bind and inure to the benefit of the
Participant's Employer and its successors and assigns and the Participant and the Participant's designated
Beneficiaries.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
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15.7 Notice: Any notice or filing required or permitted to be given to the Committee under this
Plan shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the
address below:
Hancock Holding Company
Attn: Senior Vice President - Corporate
Human Resources
2510 14th Street
Gulfport, Mississippi 39501
Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date
shown on the postmark on the receipt for registration or certification. Any notice or filing required or
permitted to be given to a Participant under this Plan shall be sufficient if in writing and hand-delivered, or
sent by mail, to the last known address of the Participant.
15.8 Spouse's Interest: The interest in the benefits hereunder of a spouse of a Participant who
has predeceased the Participant shall automatically pass to the Participant and shall not be transferable by such
spouse in any manner, including but not limited to such spouse's will, nor shall such interest pass under the
laws of intestate succession.
15.9 Validity: In case any provision of this Plan shall be illegal or invalid for any reason, said
illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been inserted herein.
15.10 Incompetent: If the Committee determines in its discretion that a benefit under this Plan is
to be paid to a minor, a person declared incompetent or to a person incapable of handling the disposition of that
person's property, the Committee may direct payment of such benefit to the guardian, legal representative or
person having the care and custody of such minor, incompetent or incapable person. The Committee may require
proof of minority, incompetence, incapacity or guardianship, as it may deem appropriate prior to distribution of
the benefit. Any payment of a benefit shall be a payment for the account of the Participant and the
Participant's Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Plan
for such payment amount.
15.11 Court Order: The Committee is authorized to comply with any court order in any action in
which the Plan or the Committee has been named as a party, including any action involving a determination of the
rights or interests in a Participant's benefits under the Plan. Notwithstanding the foregoing, the Committee
shall interpret this provision in a manner that is consistent with Code Section 409A and other applicable tax
law. In addition, if necessary to comply with a qualified domestic relations order, as defined in Code Section
414(p)(1)(B), pursuant to which a court has determined that a spouse or former spouse of a Participant has an
interest in the Participant's benefits under the Plan, the Committee, in its sole discretion, shall have the
right to immediately distribute the spouse's or former spouse's interest in the Participant's benefits under the
Plan to such spouse or former spouse.
Hancock Holding Company
Nonqualified Deferred Compensation Plan
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15.12 Insurance: The Employers, on their own behalf or on behalf of the trustee of the Trust, and,
in their sole discretion, may apply for and procure insurance on the life of the Participant, in such amounts and
in such forms as the Trust may choose. The Employers or the trustee of the Trust, as the case may be, shall be
the sole owner and beneficiary of any such insurance. The Participant shall have no interest whatsoever in any
such policy or policies, and at the request of the Employers shall submit to medical examinations and supply such
information and execute such documents as may be required by the insurance company or companies to whom the
Employers have applied for insurance.
15.13 Effect of a Change in Control: Immediately preceding the occurrence of a Change in Control and
to the extent consistent with applicable law and stock exchange requirements, the Committee may:
a. Replace one or more members of the Committee; and/or
b. To the extent the Bank then serves as trustee of any Trust established hereunder, appoint a
successor thereto, which shall be a financial institution, other than an Affiliate of the
Company or any successor thereto, with deposits of not less than $1 billion.
This Hancock Holding Company Nonqualified Deferred Compensation Plan was approved by the Board of
Directors of the Company on December 14, 2005, to be effective as provided herein.
Hancock Holding Company
Hancock Holding Company
Nonqualified Deferred Compensation Plan
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APPENDIX A
AFFILIATES
Directors who are members of the boards of directors of the following Affiliates shall be entitled to
participate in the Plan:
Hancock Bank
Hancock Holding Company
Nonqualified Deferred Compensation Plan
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APPENDIX B
LIMITED TRANSITION RELIEF
IN ACCORDANCE WITH NOTICE 2005-1
Notwithstanding the required deadline for the submission of an initial payment election under the Plan,
and in accordance with Q&A-19(c) of Notice 2005-1, as incorporated into the proposed Treasury Regulations for
Code Section 409A, any Continuing Participant hereunder may elect the form in and time at which his or her
Account Balance (including the Transfer Amount) will be paid upon his or her Retirement; such form and time to be
consistent with the provisions of Article 6 of the Plan. In order to make an election in accordance with this
Appendix B, such Participant must submit an Election Form to the Committee prior to the deadline established by
the Committee, which in no event shall be later than December 31, 2006. In the event a Continuing Participant
does not submit an election by such deadline, then such Participant shall be deemed to have elected to receive
his or her Retirement Benefit, including the portion of the Retirement Benefit attributable to the Transfer
Amount, in accordance with his or her payment election last effective under the Prior Plan, and such deemed
election shall be subject to modification as provided in Article 6 hereof.
