HWC DEF 14A Report ended March 18, 2010

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

    Hancock Holding Company    

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

February 17, 2010

Dear Shareholder:

You are cordially invited to attend the Company’s annual meeting on March 18, 2010. The meeting will begin promptly at 5:30 p.m., local time, at Hancock Bank, One Hancock Plaza, 2510 14^th Street, Gulfport, Mississippi.

The official Notice of Meeting, Proxy Statement and Form of Proxy are included with this letter. The matters listed in the Notice of Meeting are described in detail in the Proxy Statement.

The vote of every shareholder is important. Regardless of whether or not you plan to attend the annual meeting in Gulfport, please sign, date and promptly mail your proxy. The Board of Directors and Management look forward to greeting those shareholders that are able to attend.

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Hancock Holding Company

One Hancock Plaza

2510 14th Street

Gulfport, MS 39501

(228) 563-6559

February 17, 2010

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The annual meeting of shareholders of Hancock Holding Company will be held at One Hancock Plaza, 2510 14^th Street, Gulfport, MS 39501, on March 18, 2010 at 5:30 p.m., local time for the following purposes:

Only those shareholders of record at the close of business on February 9, 2010 shall be entitled to notice of, and to vote at, the meeting or any adjournments thereof.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on March 18, 2010

Under new Securities and Exchange Commission rules, shareholders may now access Hancock Holding Company proxy materials for the 2010 Annual Meeting of Shareholders on the Internet. Complete proxy materials that are provided to you in paper copy are also available for your review on the Internet and we encourage you to access and review all of the important information in the proxy materials before voting.

The proxy statement and annual report to shareholders are available at the following internet website address: http://www.snl.com/irweblinkx/corporateprofile.aspx?iid=100308

WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE DATE, SIGN AND RETURN PROMPTLY THE ACCOMPANYING PROXY. IF YOU DO ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN PERSON.

By Order of the Board of Directors

James B. Estabrook, Jr.		Carl J. Chaney		John M. Hairston
Chairman of the Board		President & CEO		CEO & Chief Operating Officer

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Hancock Holding Company

One Hancock Plaza

2510 14th Street

Gulfport, Mississippi 39501

Proxy Statement

February 17, 2010

This proxy statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Hancock Holding Company (the “Company” or “HHC”) for the annual meeting of shareholders to be held on March 18, 2010, 5:30 p.m., local time, at Hancock Bank, One Hancock Plaza, 2510 14^th Street, Gulfport, Mississippi. Only shareholders of record at the close of business on February 9, 2010 are entitled to notice of and to vote at the meeting. It is expected the Proxy Materials will be mailed on or about February 17, 2010.

This proxy solicitation is made by the Board of Directors of HHC. Nominees are advised prior to the record date to submit their request for proxy solicitation materials, and they are shipped overnight to nominees or their designated agent for process to non-objecting beneficial owners and objecting beneficial owners.

Holders of record of the Company’s Common Stock, par value $3.33 per share (the “Common Stock”) as of February 9, 2010 (the “Record Date”) are entitled to vote at the meeting or any adjournment thereof. Each share of Common Stock entitles the holder thereof to one (1) vote on each matter presented at the Annual Meeting for shareholder approval. As of the Record Date, 36,851,700 shares of Common Stock were outstanding and entitled to vote. The presence at the Annual Meeting, in person or by proxy, of a majority of the shares of Common Stock outstanding and entitled to vote on February 9, 2010 will constitute a quorum.

Pursuant to Mississippi Law and the Company’s Bylaws, action on a matter (other than the election of Directors) is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless the Company’s Articles of Incorporation or Mississippi Law specifically requires a greater number of affirmative votes on a particular matter. Abstentions and broker non-votes are only for the purpose of determining whether a quorum is present at the meeting. Broker non-votes and shareholder abstentions are not counted in determining whether or not a matter has been approved by shareholders.

Pursuant to Mississippi Law and the Company’s Bylaws, directors are elected by a plurality of the votes cast in the election of directors. A “plurality” means that the individuals with the largest number of favorable votes are elected as directors, up to the maximum number of directors to be chosen at the meeting.

Shareholders of the Company do not have cumulative voting rights with respect to the election of directors at the Annual Meeting. A shareholder has the right to vote the number of shares owned in the election of each director. With respect to the election of five (5) directors to hold office for the terms indicated herein, the nominees receiving the most votes, up to five (5), will be elected. If the Proxy is marked to vote for the five (5) directors as a group, one vote will be cast for each director for each share entitled to vote. If any shareholder wishes to vote for fewer than five (5) directors, they may line through or otherwise strike out the name of any nominee.

Any person giving a Proxy has the right to revoke it at any time before it is exercised. A shareholder may revoke their Proxy: (1) by personally appearing and choosing to vote at the Annual Meeting; (2) by written notification to the Company which is received prior to the exercise of the Proxy; or (3) by a subsequent Proxy executed by the person executing the prior Proxy and presented at the Annual Meeting. All properly executed Proxies, if not revoked, will be voted as directed on all matters proposed by the Board of Directors, and, if the shareholder does not direct to the contrary, the shares will be voted “FOR” Items 1 and 2, as described below.

Corporate Communications, Inc. is contracted by the Company to solicit proxy requests at a cost of approximately $3,500, plus customary expenses. The contact at Corporate Communications, Inc. is Mr. Roy Alley, 523 Third Avenue South, Nashville, Tennessee 37210. He can be reached at telephone number (615) 254-3376. All nominees and brokers will be reimbursed the allowable charges as per U.S. Securities and Exchange Commission regulations. The Company will bear the cost of the solicitation of proxy materials. All requests for payment should be directed to: Hancock Holding Company, Attention Paul D. Guichet, Corporate Investor Relations Department, P.O. Box 4019, Gulfport, MS 39502. Solicitation of proxies will be primarily by mail. Officers, directors, and employees of the Company and its subsidiaries, Hancock Bank, Hancock Bank of Louisiana, Hancock Bank of Florida (which was merged into Hancock Bank effective January 1, 2010) and Hancock Bank of Alabama (hereinafter referred to collectively as the “Banks”) also may solicit Proxies personally.

Any shareholder, or their appointed agent, who has any questions concerning the procedures for voting their proxy or the annual meeting should contact the Corporate Investor Relations Department, attention Paul D. Guichet at (228) 563-6559 or 1-800-522-6542 ext. 86559.

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MANAGEMENT PROPOSALS:

ITEM 1 — ELECTION OF DIRECTORS

The Board of Directors, by a vote of a majority of the full Board, has nominated the persons named below for election to serve as directors. The term of each five (5) newly elected directors will expire at the Annual Meeting of Shareholders as indicated or when his successor has been elected and qualified.

The Company’s Articles of Incorporation provide for a Board of at least nine (9) directors classified into three (3) classes of directors. As of December 31, 2009, the number of directors was fourteen (14), in accordance with the Company’s Articles of Incorporation. At each annual meeting each class of directors whose term has expired will be elected to hold office until the third succeeding annual meeting or until their successor has been elected and qualified.

It is the intent of the persons named in the Proxy to vote such Proxy “FOR” the election of the nominees listed below, unless otherwise specified in the Proxy. In the event that any such nominee should be unable to accept the office of director, which is not anticipated, it is intended that the persons named in the Proxy will vote for the election of such person in the place of such nominee as the Board of Directors may recommend.

Nominations for the election to the Board of Directors, other than those made by or at the direction of the Board of Directors, may be made by a shareholder by delivering written notice to the Company’s Corporate Secretary not less than fifty (50) nor more than ninety (90) days prior to the meeting at which directors are to be elected, provided that the Company has mailed the first notice of the meeting at least sixty (60) days prior to the meeting date. If the Company has not given such notice, shareholder nominations must be submitted within ten (10) days following the earlier of: (i) the date that notice of the date of the meeting was first mailed to the shareholders, or (ii) the date on which public disclosure of such date was made. The shareholder’s notice must set forth as to each nominee: (i) the name, age, business address and residence address of such nominee; (ii) the principal occupation or employment of such nominee; (iii) the class and number of shares of the Company’s Common Stock which are beneficially owned by such nominee; and (iv) any other information relating to such nominee that may be required under federal securities laws to be disclosed in solicitations of proxies for the election of Directors. The shareholder’s notice must also set forth as to the shareholder giving notice: (i) the name and address of such shareholder; and (ii) the class and amount of such shareholder’s beneficial ownership of the Company’s Common Stock.

If the information supplied by the shareholder is deficient in any material aspect or if the foregoing procedure is not followed, the chairman of the Annual Meeting may determine that such shareholder’s nomination should not be brought before the meeting and that such nominee shall not be eligible for election as Director of the Company.

NOMINEES FOR DIRECTOR

Don P. Descant - currently a Director

Additional information for Mr. Descant can be found in the section describing directors of the Company.

James B. Estabrook, Jr. - currently a Director

Additional information for Mr. Estabrook can be found in the section describing directors of the Company.

Randall W. Hanna - currently a Director

Additional information for Mr. Hanna can be found in the section describing directors of the Company.

Robert W. Roseberry - currently a Director

Additional information for Mr. Roseberry can be found in the section describing directors of the Company.

Anthony J. Topazi - currently a Director

Additional information for Mr. Topazi can be found in the section describing directors of the Company.

The Board of Directors Recommends you vote FOR Item 1.

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ITEM 2 — APPROVAL OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors has appointed PricewaterhouseCoopers LLP, an independent certified public accounting firm, as auditors for the fiscal year ending December 31, 2010, and until their successors are selected.

The Company has been advised that neither the firm nor any of its partners has any direct or any material indirect financial interest in the securities of the Company or any of its subsidiaries, except as auditors and consultants on accounting procedures and tax matters. The Board anticipates that representatives of PricewaterhouseCoopers LLP will be in attendance at the Annual Meeting and will be available to respond to questions.

Although not required to do so, the Company’s Board of Directors has chosen to submit its appointment of PricewaterhouseCoopers LLP for ratification by the Company’s shareholders. It is the intention of the persons named in the proxy to vote such proxy FOR the ratification of this appointment. If this proposal does not pass, the Board of Directors will reconsider the matter. The proposal will be ratified if the votes cast favoring the appointment exceed the votes cast opposing it.

The Board of Directors Recommends you vote FOR Item 2.

DIRECTORS OF HHC

Note: * indicates independent director under the independence standards applicable to the Company.

Alton G. Bankston*

Director of the Company since 2005. Retired Owner of Bankston Paint Center, Inc., Biloxi, Mississippi. Former President of the Greater Biloxi Economic Foundation. Member of the University of Southern Mississippi President’s Advisory Board and Mississippi Gulf Coast Community College Board. An Advisory Director of Hancock Bank since 1995.

Term of Office: For a three-year period to expire 2012.

Age: 68

Frank E. Bertucci*

Director of the Company since 2000. Since 1978, Mr. Bertucci has been employed with F.E.B. Distributing Co., Inc., a regional beverage wholesaler and currently serves as its President. Mr. Bertucci is also Chief Executive Officer of Capital City Beverage, Jackson, Mississippi. An Advisory Director of Hancock Bank since 1995.

Term of Office: For a three-year period to expire 2011.

Age: 53

Carl J. Chaney

Director of the Company since 2006. Named President, Hancock Holding Company in 2008; Chief Executive Officer, Hancock Holding Company since 2006; Served as Chief Financial Officer from 1998 to 2006; Executive Vice President of the Company, Hancock Bank, Gulfport, Mississippi and Hancock Bank of Louisiana from 1998 to 2006; Director of Hancock Bank of Florida (which was merged into Hancock Bank effective January 1, 2010) since 2003 and Hancock Bank of Alabama since 2007. Director of Mississippi Power Company, Gulfport, Mississippi.

Term of Office: For a three-year period to expire in 2011.

Age: 48

Don P. Descant *

Director of the Company since 2005. President of M.D. Descant Inc. Former President of the Louisiana Association of General Contractors. Vice Chairman of Bunkie General Hospital and former President of the Bunkie Chamber of Commerce. Director of Hancock Bank of Louisiana since 1995.

Term of Office: For a three-year period to expire in 2010.

Age: 61

James B. Estabrook, Jr.*

        Director of the Company since 1995. Appointed Chairman of the Board in 2009. Mr. Estabrook’s principal occupation has been as President of Estabrook Motor Co., Inc. since 1967. Mr. Estabrook also serves in the capacities at the companies indicated: Director of Versant Life; Director of Versant Casualty; Director of OSI; President of Estabrook Automotive, Inc. (automobile dealerships); President of Auto Credit, Inc. (auto finance business); Chairman, Estabrook Properties, LP (real estate business); President, Falcon Leasing and Rental, Inc., (daily rental automobile business) Pascagoula, Mississippi; and an Advisory Director of Hancock Bank since 1985.

Term of Office: For a three-year period to expire in 2010.

Age: 65

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John H. Hairston

Director of the Company since 2006. Named Chief Operating Officer, Hancock Holding Company in 2008; Chief Executive Officer, Hancock Holding Company since 2006; Served as Chief Operations Officer from 1994 to 2006; Executive Vice President of the Company, Hancock Bank, Gulfport, Mississippi, and Hancock Bank of Louisiana from 1994 to 2006; an Advisory Director of Hancock Bank of Florida (which merged into Hancock Bank effective January 1, 2010) since 2003.

Term of Office: For a three-year period to expire in 2012.

Age: 46

Randall W. Hanna*

Named Director of the Company in 2009. Mr. Hanna has been a Director of Hancock Bank of Florida (which merged into Hancock Bank effective January 1, 2010) since 2007. Mr. Hanna has been Chairman and Managing Shareholder of Bryant Miller Olive (legal firm) since 1997; Past chairman of the Greater Tallahassee Chamber of Commerce; Former member of Florida A & M University Board of Trustees; Past chairman of the State Board of Community Colleges; and Past chairman of the Florida Board of Bar Examiners.

Term of Office: For a three-year period to expire in 2010.

Age: 51

James H. Horne*

Director of the Company since 2000. Mr. Horne is President of Handy Lock Holding, Inc. and the owner of Capital Properties, Inc. and Valuation Specialist, Inc. (specializing in real estate development and appraisal for over 20 years). Handy Lock Holding, Inc. is the parent company of Ocean Springs Self Storage, Inc., Ocean Springs, Mississippi; Gulfport Self Storage, Inc., Gulfport, Mississippi; Grelot Self Storage, Inc., Gautier, Mississippi; and Market Street Properties (self storage business), Biloxi, Mississippi. An Advisory Director of Hancock Bank since 1995.

Term of Office: For a three-year period to expire 2012.

Age: 57

Jerry L. Levens*

Named Director of the Company in 2009. Mr. Levens, a Certified Public Accountant and Certified Fraud Examiner, has been a Director of Hancock Bank (MS) since 2008. He has been a Partner in Alexander, Van Loon, Sloan, Levens, and Favre, PLLC Certified Public Accountants in Gulfport, MS since 1990. Mr. Levens is a member of the American Institute of CPAs (AICPA) and Mississippi Society of CPAs (MSCPA) since 1979. He is a member of the MSCPA Board of Governors, a trustee for the Mississippi Tax Institute and currently serves on the Governing Council of the American Institute of CPAs.

Term of Office: For a three-year period to expire in 2012.

Age: 53

Thomas H. Olinde*

Named Director of the Company in 2009. Director of Hancock Bank of Louisiana since 2006. Mr. Olinde has been the President of Olinde Hardware and Supply Co., Inc. since 1997. He also serves as a Director of B. Olinde and Sons Co., Inc. Mr. Olinde currently serves as President of the Furniture Marketing Group and is an incoming board member of the National Home Furnishings Association. Additionally, Mr. Olinde is a former member of the Broyhill Furniture National Dealer Council and past director of the National Coalition of Community and Justice.

Term of Office: For a three year period to expire in 2011.

Age: 54

John H. Pace*

Director of the Company since 2005. Chairman of the Board, Hancock Bank of Louisiana since 2005. Retired President of Interstate Companies of Louisiana, Inc. Chairman of Our Lady of the Lake Regional Hospital Capital Fund. Director of Hancock Bank of Louisiana since 1990; an Advisory Director of Hancock Bank since 2002.

Term of Office: For a three-year period to expire in 2011.

Age: 79

Christine L. Pickering*

Director of the Company since 2000. Ms. Pickering is a Certified Public Accountant and owner of Christy Pickering, CPA since 1991. Director of Mississippi Power Company, Gulfport, Mississippi. An Advisory Director of Hancock Bank since 1995.

Term of Office: For a three-year period to expire in 2012.

Age: 49

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Robert W. Roseberry

Director of the Company since 2001. Retired, former President of Northern Division of Hancock Bank, Gulfport, Mississippi, from 2001 to 2007. Chairman and Chief Executive Officer of Lamar Capital Corporation from 1998 to 2001. President and Chief Executive Officer of Lamar Bank from 1986 to 1998. Owner of Pine Lake Farms, LLC. Mr. Roseberry served in various capacities with Lamar Bank from 1971 to 1986. Director of Lamar Bank from 1972 to 2001.

Term of Office: For a three-year period to expire in 2010.

Age: 59

Anthony J. Topazi*

Director of the Company since 2007. Mr. Topazi is President and Chief Executive Officer, Mississippi Power Company since 2004. Director of Mississippi Power Company since 2004. Mr. Topazi also serves on the Board of the Federal Reserve Bank, New Orleans Branch. An Advisory Director of Hancock Bank since 2004.

Term of Office: For a three-year period to expire in 2010.

Age: 59

Carl J. Chaney, Christine L. Pickering, and Anthony Topazi are directors of Mississippi Power Company, Gulfport, Mississippi. None of the other directors of the Company are directors of another company with a class of securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 or subject to the reporting requirements of Section 15(d) of the Act, or registered as an investment company under the Investment Company Act of 1940.

A majority of the Company’s directors are independent as defined in NASDAQ’s Global Listing Standards. No family relationship exists between any directors, executive officers, or persons nominated to become a director of the Company.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company’s directors and executive officers, and persons who own more than ten percent of a registered class of the Company’s equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of Common Stock of the Company. Officers, directors and greater than ten percent stockholders are required to furnish the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely on a review of the copies of such reports furnished to the Company, during the fiscal year ended December 31, 2009, there were no filing deadlines missed.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth information concerning the number of shares of Common Stock of the Company held as of December 31, 2009 by the only shareholders who are known to management to be the beneficial owners of more than five percent (5%) of the Company’s outstanding shares:

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SECURITY OWNERSHIP OF MANAGEMENT

(As of November 30, 2009)

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes the Company’s compensation philosophy, policies, and practices for 2009 as applicable to the Company’s executives, including the Named Executive Officers (“NEOs”). The CD&A describes the structure and rationale associated with each material element of the NEOs’ total compensation, addresses the reason for employing each compensation element, and explains the relationship between each element; also, the CD&A provides important context for the detailed disclosure tables which specify compensation amounts provided following the CD&A.

COMPENSATION PHILOSOPHY AND OBJECTIVES

The central principle of the Company’s compensation philosophy is that executive compensation should be aligned with shareholder value and determined primarily by overall Company performance. The Board of Directors (the “Board”) and the Executive Management team are charged with the purpose of providing financial services to our communities, facilitating commerce and creating opportunities for people. Hancock has adopted a pay-for-performance compensation philosophy which seeks to serve as a representative model for executive compensation among high-performing banks in the financial services industry. To implement this pay-for-performance approach, the Company ties compensation to include incentives directly to specific performance targets which are defined through the annual budgeting process and approved by the Board and the Compensation Committee (the “Committee”). The Company’s goal is to establish a comprehensive pay-for-performance program to support Hancock’s strategic plan.

The Company’s executive compensation programs are designed to achieve the following primary objectives:

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The Company employs a team-based management approach to its operations. This approach ensures alignment between each line of business strategic goals and plans. The Company’s compensation program is designed to serve as a team-based compensation structure that focuses on consistency of total compensation among the top executive group. The Company strives to achieve a market position for an executive’s total compensation at approximately the upper quartile of a peer group of comparably-sized regional financial institutions assuming the Company’s performance is performing consistently with that peer group. The Company believes that this positioning is appropriate to attract and retain top-caliber talent in a very competitive national market. The competitive positioning of compensation at the upper quartile of the market is comparable to the expected competitive positioning of the Company’s financial performance against high performing financial institutions.

The Company desires to create short-term and long-term incentive opportunities for Executive Management. Over the long-term, Hancock seeks to align Executive Management interests with those of the shareholders’ by establishing equity ownership opportunities. For members of the Executive Management team, the cash portion of compensation is tied directly to the Company’s budgeted net income and average loan and deposit growth as specified in the Management Incentive Plan. In addition, the Company uses the following performance objectives to determine compensation levels: Return on Assets, Return on Equity, Net Interest Margin, Efficiency Ratio, After Tax Net Income and Peer Bank comparisons. For Peer Bank comparisons, the following metrics are used: Return on Assets, Return on Equity, Efficiency Ratio, Net Interest Margin, Loan to Deposit Ratio, Net Charge-Offs to Average Loans, Non-Performing Asset Ratio, Average Earning Asset Yield, Total Cost of Funds, Stock Appreciation and Price to Book. With these performance objectives, the company believes that its executives are incented to make sound decisions regarding risk and financial return. The company also believes that the total compensation package aligns the executives interests with that of the shareholder and therefore does not reward taking excessive short-term risk to generate individual executive gains while creating higher financial and market risk for the company. For performance above target levels, the Company pays compensation above the median level of the market. Consistent with the philosophy of linking compensation to performance, the Company’s compensation plans are designed to position total executive compensation at approximately the upper quartile of the peer group when the Company performance achieves its maximum incentive goals. The maximum incentive goals are generally set at levels comparable to the upper quartile of peer financial performance and take into account the Company’s strategic goals.

COMPENSATION-RELATED GOVERNANCE AND ROLE OF THE COMPENSATION COMMITTEE

Committee Charter and Members

The primary purpose of the Committee is to aid the Board in discharging its responsibilities relating to the compensation of the Company’s Chief Executive Officers (“CEOs”) and other executive officers of the Company and its subsidiaries having the rank of Executive Vice President or higher and who report directly to the CEOs. The Committee has overall responsibility for evaluating and approving the Company’s compensation plans, policies and programs. In performing its oversight role, the Committee reviews the CD&A for compliance with regulation S-K and ensures the content accurately describes the company’s compensation program and actions. The Committee recommends annually to the Board whether the CD&A should be included in its Annual Report on Form 10-K for the current fiscal year. The Compensation Committee Charter, which further outlines the Committee’s responsibilities and duties, appears on the Company’s website under Investor Relations—Corporate Governance—Committee Charters. The Compensation Committee Charter is available in print upon request from Paul D. Guichet, Vice President, Corporate Investor Relations. As of December 31, 2009, the members of the Company’s Compensation Committee were Frank E. Bertucci (Chair), Anthony J. Topazi, and Don P. Descant, each of whom is “independent” within the meaning of the listing standards of the NASDAQ, is a “non-employee director” within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934 and is an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986.

Interaction with Consultants

The Committee has historically engaged compensation consultants and advisors to provide input on both Board and executive compensation issues. In 2009, the Committee used the results of the 2008 Grant-Thornton, LLP executive compensation review of twenty-three (23) similar banking institutions to review executive compensation. This information was aged appropriately by the corporate Human Resources compensation department to ensure the Board and management was able to assess executive compensation against banking industry peers.

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In order to determine compensation levels for the NEOs, the committee uses the peer study and the Committee’s own deliberations on the executive’s leadership performance and contribution to the organization. In keeping with the Committee’s operating policy, an external executive compensation study is conducted every two years and includes a review of available peer proxy information to include base salary, cash bonus, equity grants, perquisites and all other forms of compensation to the executive.

Role of Executives in Compensation Committee Deliberations

The Committee frequently requests the CEOs to be present at Committee meetings to discuss executive compensation and evaluate Company and individual performance. In addition, the Committee works closely with the Corporate Human Resources Director who provides administrative support to the Committee, as requested. Occasionally, other executives may attend a Committee meeting to provide pertinent financial, tax, accounting, or operational information. Executives in attendance may provide their insights and suggestions, but only independent Committee members may vote on decisions regarding executive compensation.

The Committee discusses the CEOs’ compensation and performance conferring with them on substantive matters involving Company performance, preferences as to types of compensation, and the relationship between elements of compensation. However, final deliberations and all votes regarding their compensation are made in executive session, without the CEOs present. The Committee also determines the compensation for the other NEOs, based on the CEOs’ input and the evaluation of executive performance.

Compensation Committee Activity

In 2009, the Committee met seven (7) times and took the actions listed below. Specific recommendations and compensation changes are discussed elsewhere in the CD&A under “COMPENSATION FRAMEWORK – Pay Components”.

COMPENSATION FRAMEWORK

The discussion of the Company’s compensation framework in this section of the CD&A describes the following three aspects of our executive compensation policies and programs:

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Pay Components—Overview

The Company’s executive compensation program includes the components listed below.

Salary

The Company pays its executives cash salaries intended to be competitive and take into account the individual’s experience, performance, responsibilities, and past and potential contribution to the Company. The Committee annually reviews the salary of the CEOs. In addition, salaries paid to executive officers are reviewed annually by the CEOs and the Corporate Human Resources Director based upon subjective assessment of the nature of the position, the contributions, experience and Company tenure of the executive officer. The CEOs recommend base salary adjustments for all executive officers to the Committee. The Committee has established a target of the fiftieth percentile of peers for base salary of the NEOs.

For the year ended December 31, 2009, the following base salaries were paid:

In a typical year, the Company has twenty-six (26) pay periods. For 2009, the Company had twenty-seven (27) pay periods. This is reflected in the Summary Compensation Table (SCT) for the Year Ended December 31, 2009.

On November 17, 2009, the Committee approved the compensation for executive officers Carl J. Chaney, John M. Hairston, Michael M. Achary, Clifton J. Saik, and Richard T. Hill for 2010, effective January 1, 2010. Mr. Rath retired from the Company as of December 31, 2009, and was not included in the approved salaries for 2010.

Based on analysis of the peer compensation study and deliberations of the Committee the following salaries were approved:

Annual Cash Incentive

The Company uses annual incentives to focus attention on current strategic priorities and drive achievement of short-term corporate objectives. The 2009 Management Incentive Plan is designed to focus executive officers towards improving two principle areas of performance: corporate and individual. To accomplish the focus, each of the two components is independently funded. The corporate component uses three key performance measurement areas: net income growth, average annual deposit growth, and average annual loan growth.

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The corporate component is weighted based on the level of corporate responsibility and impact each executive’s position carries. The performance goals for the 2009 Management Incentive Plan corporate component were: 60% on Net Income of $60,388,000, 20% on Average Annual Deposits of $4,253,000, and 20% on Average Annual Loans of $5,525,000. To determine the final completion percentage of the corporate component, the Compensation Committee uses two assessment measures: 1) actual corporate performance against the set corporate performance goals, and 2) the company’s performance against the regional and top quartile peer group’s performance. Based on the company’s performance against the regional and top quartile group’s performance, the Compensation Committee has the discretion to increase or decrease the completion percentage of the corporate component. The 2009 actual corporate performance (net of the People’s First acquisition that occurred in December 2009) was: Net Income of $56,165,000, Average Annual Deposits of $4,276,000 and Average Annual Loans of $5,642,000. For 2009, the Compensation Committee reviewed the actual corporate performance and the company’s performance compared to regional and top quartile peers and concluded that the company outperformed both peer groups. Based on this review, the committee approved a corporate component percentage of 110%. The individual goals for each executive are: 1) leadership competency, 2) adherence to the company’s core ideology, and 3) adherence and achievement of the unit’s strategic plan. Each individual goal has a grading matrix established before the goals are communicated to the unit. The individual goals of leadership competency and adherence to the company’s core ideology are assessed by the Committee and CEOs based on the performance of each executive in those areas. The scores are derived from an assessment of the seven components of leadership and the five core values that comprise the company’s core ideology. Scoring of the adherence and achievement of the unit’s strategic plan is accomplished through the use of a strategic playbook for each executive. The components of that playbook are assessed against both qualitative and quantitative measures. The components of the playbook that are assessed are: alignment with Strategy and Vision, achievement of strategic objectives, and accomplishment of key initiatives.

For the year ended December 31, 2009 the following cash bonuses were awarded:

Long-Term Incentives (“LTI”)

The Company believes that equity ownership by Executive Management and Directors aligns executive and director interests with those of the shareholders. The Company uses stock options and restricted stock grants as the primary vehicle for long-term incentive compensation for both management and the Board. In March 2005, the shareholders of the Company approved Hancock Holding Company’s 2005 Long-Term Incentive Plan (“The Plan”). The Plan is designed to enable employees and directors to obtain a proprietary interest in the Company and to attract and retain outstanding associates. The Plan provides for awards up to an aggregate of five million (5,000,000) shares of the Company’s common stock which may be granted during the term of the Plan. The Plan limits the number of shares for which awards may be granted during any calendar year (the “Plan Year”) to two percent (2%) of the outstanding Company’s common stock as reported in the Company’s Annual Report on Form 10-K for the fiscal year ending immediately prior to that Plan Year. The exercise price of each option is determined in accordance with the provisions of the Internal Revenue Code and in no event is less than the fair market value to the common stock subject to such option on the date of the grant.

The Long-Term Incentive award is determined as a percentage of annual salary. Fifty percent is awarded as restricted stock, with the remaining fifty percent awarded as stock options. Of that fifty percent in restricted stock, seventy percent is awarded as service vested restricted stock with a 5 year cliff vest and thirty percent is awarded as performance stock with a 1 year performance period and a 2 year service vesting. The performance share performance vesting is tied directly to the percentage completion of the corporate component performance goals and the company’s performance against peer group and top quartile performance. At least one of the corporate performance goals must be met in order for the Compensation Committee to be able to use its discretion with regards to the performance stock award.

In 2009, awards of both stock options and restricted stock were granted to six of the NEOs. Vesting of these options occurs ratably over a five-year period following the date of the grant. Vesting of the restricted stock awards occurs in total after a five year period from the date of grant.

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To further the pay-for-performance philosophy of the Committee and incentivize superior financial performance of the Company, the Committee awarded performance stock to each NEO. Vesting of the performance stock awards occurs ratably up to 100% of the award based on the performance goals for the 2009 Management Incentive plan corporate component: 60% on Net Earnings of $60,388,000, 20% on Average Annual Deposits of $4,253,000, and 20% on Average Annual Loans of $5,525,000 and then Committee’s comparison of the Company’s performance against top quartile and regional peers.

The amount and form of each of these awards is stated below:

As part of the 2009 Long-Term Incentive award, the Committee approved the granting of performance stock to all six NEOs that are earned ratably up to 100% during the performance period of January 1, 2010, through December 31, 2010. Once earned, the shares have a service vest requirement over the next two subsequent years. The ratable earning of the award is tied to the achievement of the corporate component of the company’s 2010 Management Incentive Plan, as well as the Committee’s comparison of the Company’s performance compared to top quartile and regional peers.

The amount and form of each of these awards is stated below:

Non-Qualified Deferred Compensation Plan

In November 2006, the Company adopted a non-qualified deferred compensation plan supplemental contribution account for certain NEOs. The supplemental contribution account was implemented to provide the executive officer an incentive to continue working during the most productive years of their career, provide the Company with a tool to retain key executive talent, and replace benefits lost by compensation caps under the Company’s qualified benefits plans.

The nonqualified deferred compensation plan’s supplemental contributions, when combined with these other retirement income sources, are designed to target a percentage of final compensation each year following retirement. On December 15, 2009, the Committee approved the funding of the 2009 contribution to the supplemental contribution accounts of Carl J. Chaney, John M. Hairston, Michael M. Achary, Clifton J. Saik, Alfred G. Rath, and Richard T. Hill. The Committee has discretion to accelerate vesting for Alfred G. Rath due to his overall contribution and the successful transition of his role due to pending retirement. The vesting accelerated from 87% to 100%, which results in $17,265.49.

Each contribution to the supplemental contribution account is subject to annual approval by the Committee. Supplemental contributions under the plan are based on the annual amount needed to accumulate a balance sufficient to produce a target retirement benefit beginning at age 65 retirement and continuing through the first fifteen post-employment years. The annual target benefit for each participant is 55% of final average compensation at age 65 retirement. The target benefit is achieved through contributions to the supplemental contribution account, projected annual benefit from the tax-qualified Hancock Bank Pension Plan, and the projected value of the company match made to the Hancock Bank 401(k) Savings and Investment Plan, if paid out over a fifteen (15) year period. “Final average compensation” is the estimated average of base salary and annual incentive bonus for the three (3) final consecutive years of employment with the Company, assuming an increase in compensation of 5% per year. While the contributions will be credited over a ten (10) year period upon approval by the Board, vesting of the contributions will not begin until age 50 and will fully vest at age 65.

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Employment Contracts and Change-in-Control Agreements

The Company does not have employment contracts with the NEOs. Each of the NEOs, however, has a Change-in-Control agreement that, among other things, assures the individual’s employment for at least three years (or, in certain instances, severance payments) in the event of a change of control of the Company. If the executive is terminated by the Company after the change of control except for cause or as a result of the executive’s disability, then the executive is entitled to a severance payment equal to a percentage of base salary and bonus, which percentage varies depending on the executive’s agreement with the Company from 99% to 199%. The executive is also entitled to a severance payment if the executive resigns because of a material change in duties or relocation as the result of the change of control of the Company.

Stock Ownership Guidelines

Executive officers of the company should maintain equity interests in the company stock that closely align the executives’ and shareholders’ interests. The Committee reviewed ownership guidelines and recommendations from the 2008 Grant-Thornton peer compensation study and established stock ownership guidelines for each NEO. Stock ownership is considered to be shares held by the NEO or the NEO’s spouse including shares in the Dividend Reinvestment plan, brokerage, 401(k), and Non-Qualified Deferred Compensation Plan. The ownership guideline for the Chief Executive Officers is set at three times base salary and all other NEOs are set at two times base salary. The Committee established a three year period whereby the NEO is required to achieve the ownership targets.

Director ownership guidelines establish ownership of at least one thousand (1,000) shares of the Company’s common stock. Directors have two years from the date they are first appointed or elected to the Board to meet the stock ownership guidelines. Shares held by a Director in the Dividend Reinvestment Plan, brokerage, or any deferral plan are included in the tally to determine if the stock ownership guideline is met.

Other Compensation

The NEOs participate in the Company’s broad-based employee benefit plans, such as medical, dental, supplemental disability, and term life insurance programs. All of the NEOs are provided with a company–owned vehicle. The vehicle is provided primarily for their business travel that is targeted to meet or exceed 20,000 miles per year. The NEOs are also allowed to operate the vehicle for personal use upon which they are taxed through the Company’s payroll process. Due to limits on the current broad-based long-term disability policy, the Company provides each NEO with additional long-term disability insurance. The long-term disability benefit covers monthly amounts up to $7,500 in excess of $10,000. The long-term disability plan also provides a $2,000 monthly benefit for the NEOs’ spouse.

Summary of Pay Components

The Company uses the above pay components to balance various objectives. The Company desires to balance short-term, intermediate-term, and long-term objectives, so annual incentives are combined with long-term incentives. To attract executives, maintain a stable team of effective leaders, and provide non-competition and other protections for the Company, the compensation framework is considering additional components such as Change-in-Control agreements and SERPs.

The compensation framework balances the executives’ need for current cash, security, and funds to cover taxes on long-term incentives (through vehicles such as salary and annual incentives) with the need for alignment of executives’ long-term interests with those of shareholders (through vehicles such as equity grants).

The components provide some degree of security at the base, threshold level of compensation, while motivating executives to focus on the strategic goals that will produce both outstanding Company financial performance and long-term wealth creation for the executives.

Pay Level and Benchmarking

Pay levels for executives are determined based on a number of factors, including the desire to maintain a team-based management culture, individual’s roles and responsibilities within the Company, the individual’s experience and expertise, the pay levels for peers within the Company, pay levels in the marketplace for similar positions and performance of the individual and the Company as a whole. The Committee is responsible for approving pay levels for the executive officers. In determining these pay levels, the Committee considers all forms of compensation and benefits, using tools such as wealth creation tally sheets to review the total value delivered through all elements of pay and the potential future value of the Committee’s current compensation decisions.

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As noted earlier, the Company’s compensation structure is designed to position an executive’s total compensation at approximately the upper quartile of a peer group of comparable, high performing financial institutions, assuming the Company’s performance is at expected target levels. The primary data source used in setting competitive market levels for the executive officers is the information publicly disclosed by a peer group (the “2009 Peer Group”) of the eighteen (18) companies listed below. This peer group is reviewed annually and may change from year-to-year. These companies, which have been carefully considered by the Committee for inclusion in the 2009 Peer Group, include banks of similar asset size and business strategy.

After consideration of the data collected on external competitive levels of compensation and internal relationships within the executive group, the Committee makes decisions regarding individual executives’ target total compensation opportunities based on the need to attract, motivate and retain an experienced and effective management team.

As noted above, notwithstanding the Company’s overall pay positioning objectives, pay opportunities for specific individuals vary based on a number of factors such as scope of duties, tenure, institutional knowledge and/or difficulty in recruiting a new executive. Actual total compensation in a given year will vary above or below the target compensation levels based primarily on the attainment of operating goals and the creation of shareholder value.

Tax and Accounting Considerations

The Company takes into account tax and accounting implications in the design of its compensation programs. For example, in the selection of long-term incentive instruments, the Committee reviews the projected expense amounts and expense timing associated with alternative types of awards. Under current accounting rules, the Company must expense the grant-date fair value of share-based grants such as restricted stock, performance shares, and stock appreciation rights settled in stock. The grant-date value is amortized and expensed over the service period or vesting period of the grant. In contrast, awards that are not share-based (e.g., phantom stock) are expensed based on a value that may fluctuate widely over the vesting period and is not fixed at grant date. In selecting appropriate incentive devices, the Committee reviews appropriate expense analyses and considers the related tax and accounting issues.

Section 162(m) of the Internal Revenue Code of 1986 (as amended) generally limits the corporate tax deduction for compensation in excess of $1.0 million that is paid to a NEO, unless certain performance-based conditions are met. In establishing and administering the Company’s compensation programs, the Committee complies with the requirements of Section 162(m), although the Company retains the flexibility to pay compensation that is not eligible for such treatment under Section 162(m) if it is in the best interest of the Company to do so.

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CONCLUSION

The Committee takes a best-practices approach to establishing and administering the NEOs’ compensation. Each component of compensation is developed using a defined methodology. The methodology has ensured that the NEOs’ compensation is competitive with other high-performing banks and is tightly aligned with the Company’s short and long-term financial performance. Through the use of external compensation consultants and internal compensation expertise, the Committee has designed and approved a compensation program that achieves all of the Committee’s goals and objectives.

In performing its oversight role, the Compensation Committee has considered and discussed the Compensation Discussion and Analysis (CD&A) with executive management. On February 4, 2010, the Compensation Committee recommended to the Board of Directors that the 2009 CD&A be included in its Annual Report on Form 10-K for such fiscal year.

Respectfully submitted by the members of the Compensation Committee of the Board of Directors:

Frank E. Bertucci (Chairperson)

Don P. Descant

Anthony J. Topazi

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Hancock Holding Company

Summary Compensation Table (SCT)

For the Year Ended December 31, 2009

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Hancock Holding Company

SCT (continued)

For the Year Ended December 31, 2009

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Hancock Holding Company

Grants of Plan-Based Awards

For the Year Ended December 31, 2009

Hancock Holding Company

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2009

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Hancock Holding Company

Outstanding Equity Awards at Fiscal Year-End

As of December 31, 2009