HWC DEF 14A Report ended Dec. 31, 2015

Table of Contents

☐		Preliminary Proxy Statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒		Definitive Proxy Statement
☐		Definitive Additional Materials
☐		Soliciting Material under §240.14a-12
HANCOCK HOLDING COMPANY
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
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1.	To elect six directors to serve until the 2019 annual meeting;
2.	To approve, on an advisory basis, the compensation of our named executive officers; and
3.	To ratify the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm to audit the books of the Company and its subsidiaries for 2016.

James B. Estabrook, Jr. Chairman of the Board	John M. Hairston President & CEO

2016 Annual Meeting Information (see pages 3 - 7)
Date: Thursday, April 21, 2016 Time : 10:00 a.m., Central Time Location : One Hancock Plaza, 2510 14th Street, Gulfport, Mississippi 39501 Record Date : February 29, 2016 Admission : To attend the meeting in person and vote your shares, see requirements listing under "How do I vote my shares in person at the annual meeting?" To obtain directions to attend the annual meeting and vote in person, please contact Investor Relations by telephone at (504) 299-5208 or toll free at (800) 347-7272, ext. 4-10-5208, or by email at trisha.carlson@hancockba nk.com
Items of Business
Proposal	Board Recommendation	Page Number
1.  Elect six directors with terms expiring in 2019	FOR all Nominees	7
2.  Approve, on an advisory basis, the compensation of our named executive officers	FOR	47
3.  Ratify the selection of PricewaterhouseCoopers LLP, our independent registered public accounting firm	FOR	51
Fiscal 2015 Company Performance Highlights (see pages 24-25)
●  An increase in core revenue of $33 million for the 12-months ending December 31, 2015  ● An increase in total loans of $1.8 billion, or 13%, for the 12-months ending December 31, 2015  ●  An increase in total deposits of $1.8 billion, or 11%, for the 12-months ending December 31, 2015  ●  Tangible common equity ratio at December 31, 2015 of 7.62%
Executive Compensation Best Practices (see page 26)
 ●  Substantial percentage of executive target compensation is performance-based  ●  Majority of long-term incentives awarded to executives are performance-based  ●  No excise tax gross-up provisions in change in control agreements  ●  Clawback policy empowering board to recover certain compensation paid when there has been a material restatement of financial statements

Corporate Governance Best Practices
● Independent Chairman of the Board ● All key Board committee members are independent ● Independent directors meet regularly without management ● Stock ownership and retention guidelines exist for executive officers and directors
Current Directors and Director Nominee
Name	2016 Nominee	Director Since	Independent	Position	Current Committee Memberships
James B. Estabrook, Jr. (Chairman of the Board)	✓	1995	✓	Chairman of the Board of the Company; President of Estabrook Motor Co., Inc.	Board Risk Executive (Chair)
Hardy B. Fowler	✓	2011	✓	Retired Office Managing Partner of New Orleans office of KPMG	Audit (Chair) Compensation Executive
Randall W. Hanna	✓	2009	✓	Attorney with Bryant Miller Olive; Faculty Member at Florida State University	Audit Compensation
Sonya C. Little	✓	Nominee	✓	Chief Financial Officer for the City of Tampa, Florida
Eric J. Nickelsen	✓	2011	✓	Real estate developer; former bank executive	Board Risk Executive
Robert W. Roseberry	✓	2001	✓	Owner and operator of Pine Lake Farms, LLC; former bank executive	Board Risk
Frank E. Bertucci		2000	✓	President of F.E.B. Distributing Co., Inc.	Compensation (Chair) Corporate Governance & Nominating Executive
John M. Hairston		2006	--	President of the Company and Chief Executive Officer of the Company and the Bank	Executive
Terence E. Hall		2011	✓	Chairman of the Board of Superior Energy Services, Inc.	Compensation (Vice Chair)
James H. Horne		2000	✓	Co-owner and President of Handy Lock Self Storage Centers; real estate developer	Board Risk (Vice Chair) Executive
Jerry L. Levens		2009	✓	Partner of CPA firm of Alexander, Van Loon, Sloan, Levens & Favre, PLLC	Audit Board Risk (Chair) Corporate Governance & Nominating (Vice Chair) Executive
Thomas H. Olinde		2009	✓	President of Olinde Hardware and Supply Co., Inc.	Compensation
Christine L. Pickering		2000	✓	Owner of Christy Pickering, CPA	Audit (Vice Chair) Board Risk Corporate Governance & Nominating (Chair) Executive
Anthony J. Topazi		2007	✓	Former Executive Vice President and Chief Operating Officer of Southern Company	Compensation

Proposal	Election of Directors	Say-on-Pay (advisory)	Ratification of Selection of Auditors for 2016
Your Voting Options	You may vote "FOR" each nominee or choose to "WITHHOLD" your vote for one or more of the six nominees.	You may vote "FOR" or "AGAINST" this proposal or you may "ABSTAIN" from voting.	You may vote "FOR" or "AGAINST" this proposal or you may "ABSTAIN" from voting.
Recommendation of the Board of Directors	The Board recommends you vote "FOR" each of the six nominees.	The Board recommends that you vote "FOR" the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement.	The Board recommends that you vote "FOR" ratification of our selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2016.
Vote Required for Approval	Plurality of the votes cast*	Majority of the votes cast	Majority of the votes cast
Effect of Withheld Vote or Abstention	No effect	No effect	No effect
Effect of Broker Non-vote	No effect	No effect	Not applicable

Frank E. Bertucci Director since 2000 Age 59

Frank E. Bertucci has been employed with F.E.B. Distributing Co., Inc., a regional beverage wholesaler since 1978 and has served as its President since 1990.  Since 2001, Mr. Bertucci has served as Chief Executive Officer of Capital City Beverage, Jackson, Mississippi, a beverage distributorship that has been in business since 1941.  He previously served on the Audit Committee. Mr. Bertucci is Chair of the Compensation Committee of the Company and serves on the Corporate Governance Committee. Mr. Bertucci is a director of the Mississippi Malt Beverage Association in Jackson, Mississippi and a director of Fullhouse Venture Company L.P. of Gulfport, Mississippi, a limited partnership engaged in the business of real estate holdings.  Mr. Bertucci's companies are present throughout Mississippi, including the two largest markets in the state, one of which is the Gulf Coast region.  Mr. Bertucci has been active in the U. S. Special Olympics organization, as well as a number of other charitable organizations throughout the Mississippi Gulf Coast market.  He is a member of the Gulf Coast Business Council.  Mr. Bertucci has been involved in the banking industry since 1995, when he became an Advisory Director of Hancock Bank, bringing to it his lifelong knowledge of the Mississippi Gulf Coast and its economy. Mr. Bertucci's substantial business experience coupled with his involvement in the banking industry and with economic development projects provide him with extensive knowledge of our business, as well as an in-depth knowledge of the Mississippi market. This broad knowledge of the banking industry and our Mississippi market makes him an effective director of the Company.

Terence E. Hall Director since 2011 Age 70	Terence E. Hall has served as Chairman of the Board of Superior Energy Services, Inc. (Superior) since December 2010.  He also served as Executive Chairman of Superior from May 2010 to December 2010 and as Chairman of the Board and Chief Executive Officer from 1995 to 2010.  Mr. Hall also served as a director of Whitney Holding Corporation and Whitney National Bank from 2009 until 2011 when he joined our Board in connection with the merger.  Mr. Hall is Vice Chair of our Compensation Committee. Energy related lending, especially lending to support service activities such as those engaged in by Superior, is a significant industry segment for our Company.  Headquartered in Houston, Texas, Superior has facilities located in many of the same cities and towns in South Louisiana that host Whitney Bank's locations.  This, coupled with Mr. Hall's tenure on the Whitney Holding Corporation Board during which he served on its Executive Committee, Nominating and Corporate Governance Committee, and Compensation and Human Resources Committee, has provided Mr. Hall with valuable insight into commercial and support service industry banking needs in many of our important markets. Mr. Hall's qualifications as a Company director include his law degree and a decade of experience as a practicing attorney, as well as the insights he gained over several years as an entrepreneur and business manager prior to founding Superior in 1987.  Mr. Hall's substantial experience as an executive of a large public company engaged in the oil and gas industry, which plays a vital role in the economies of many of the Gulf South markets served by the Company, makes him an effective director of the Company.
Thomas H. Olinde Director since 2009 Age 60	Thomas H. Olinde has served as President of Olinde Hardware and Supply Co., Inc. since 1997 and is also a managing member and director of B. Olinde and Sons Co., LLC.  Through these companies, Mr. Olinde operates and manages a network of retail furniture stores operating in most of the central and south Louisiana markets where the Bank has a presence.  Previously Mr. Olinde worked as a credit manager gaining valuable experience in retail credit extension and collections.  Mr. Olinde has been a director of Whitney Bank (formerly Hancock Bank of Louisiana) since 2006.  Mr. Olinde is a member of our Compensation Committee. Mr. Olinde is a past Chairman and President of the Furniture Marketing Group, the largest furniture buying group of independent furniture dealers in the country, and is a past board member of the National Home Furnishings Association, the nation's largest organization devoted to home furnishings retailers.  Additionally, Mr. Olinde is a former member of the Broyhill Furniture National Dealer Council and a past director of the National Coalition of Community and Justice.  A leader in local business and civic organizations, Mr. Olinde serves as Chairman of the Board of Our Lady of the Lake Elderly Housing, board member of the Louisiana Retailers Association, a member of the Volunteer Services Council of the Louisiana School for the Visually Impaired, and is a past Chairman and Director of the Better Business Bureau of Baton Rouge, a past president of the Baton Rouge Speech and Hearing Foundation and a recipient of the Volunteer Activist Award in the greater Baton Rouge area. Mr. Olinde's extensive community ties in markets served by the Company and his broad business experience make him an effective director of the Company.

John M. Hairston Director since 2006 Age 52	John M. Hairston is President of the Company and Chief Executive Officer of the Company and the Bank.  He has served as our Chief Executive Officer since 2008 and as President of the Company since 2014. He also served as Chief Operating Officer from 2008 to 2014, Chief Operations Officer from 1994 to 2006 and as Executive Vice President of the Company, the Bank and Hancock Bank of Louisiana from 1994 to 2006. Mr. Hairston is a past director on the Board of Directors and Board Audit Committee of the American Bankers Association.  He is immediate past Chairman of the Mississippi Gaming Commission; the gaming industry is an integral part of the Gulf Coast regional economy.  He is past Chairman of the Mississippi Information Technology Services Board of Directors and Mississippi State University College of Business Advisory Board.  He served on the Board of the Mississippi State University Research & Technology Corporation.  He currently serves on the Gulf Coast Business Council Board of Directors and is a member of the faculty of the Louisiana State University Graduate School of Banking in Baton Rouge, Louisiana. Mr. Hairston also serves on the Board of the New Orleans Business Council and is Chairman of the American Bankers Association's American Bankers Council.   He serves as Trustee on the Executive Committee of the National World War II Museum located in New Orleans, Louisiana. Mr. Hairston's significant banking experience makes him an asset to our Board.  In addition, the business, leadership and management skills he has developed as our President and Chief Executive Officer and formerly as Chief Operating Officer give him a unique insight into our Company's operations and challenges, and make him an effective director of our Board.
James H. Horne Director since 2000 Age 64	James H. Horne has been co-owner and President of Handy Lock Self Storage Centers since 1993, and has been a real estate developer since 1979.  He also manages several large, industrial warehouses.  Prior to joining our Board, he served as a Bank director from 1995 to 2000. He has served on various committees of the Board, including the Audit Committee and the Corporate Governance Committee.  He is currently Vice Chair of our Board Risk Committee. Mr. Horne has been involved in the appraisal, management and development of real estate on the Mississippi Gulf Coast since 1974.  He spent over 30 years as an MAI real estate appraiser on the Mississippi Gulf Coast, and he is a past president of the Mississippi Chapter of the Appraisal Institute.  His extensive appraisal experience has involved commercial and industrial properties, as well as timberlands, and has been sought and utilized by banks throughout the Gulf Coast market.  In addition to his appraisal career, Mr. Horne also has experience in the real estate development business, having developed subdivisions and a chain of self-storage facilities on the Mississippi Gulf Coast and in the Mobile area (two important markets of the Company). His substantial real estate investment experience and his extensive knowledge of the Mississippi Gulf Coast and its real estate market combine to make him an effective director of the Company.

Jerry L. Levens Director since 2009 Age 59	Jerry L. Levens has been a partner since 1992 at the regional CPA firm of Alexander, Van Loon, Sloan, Levens & Favre, PLLC, based on the Mississippi Gulf Coast, and is the partner in charge of all of the firm's audit and assurance engagements. Prior to joining the Hancock Holding Company Board of Directors, he served as a director of the Bank from 2008 to 2009.  He currently serves as Chair of the Board Risk Committee, Vice Chair of the Corporate Governance Committee and as a member of the Audit Committee. Mr. Levens has worked in the accounting field since 1978.  He has substantial academic and professional credentials, including an undergraduate degree in accounting from the University of Mississippi, a Mississippi Certified Public Accounting license, a member of the Association of Certified Fraud Examiners and is a Chartered Global Management Accountant.  He is a member of the American Institute of Certified Public Accountants (AICPA) and was an elected member of its Governing Council representing the State of Mississippi CPAs, is a member and past president of the Mississippi Society of Certified Public Accountants (MSCPA), and was appointed by a former Governor to a five year term to the Mississippi State Board of Public Accountancy serving one year as its chairman.  Mr. Levens is also a member of the National Association of Corporate Directors (NACD) and was appointed as a Board Leadership Fellow; is a member of the Board of Directors of the Mississippi Gulf Coast Chamber of Commerce Foundation, Inc. where he serves as the current Chairman; and is a member of the Board of Directors of the Infinity Science Center, Inc. where he serves as the current Chairman.  In addition, in the past he served on the Board of Commissioners for the Mississippi Gulf Coast Regional Convention and Visitors Bureau, where he served as Chair of the Board's Governance Committee and Audit Committee; as Chairman of the Finance Council for the Catholic Diocese of Biloxi, Inc.; and as Chairman of the Pastoral Council at St. Thomas the Apostle Catholic Church.  At the University of Mississippi, Mr. Levens serves on the E. H. Patterson School of Accountancy Professional Advisory Council.  He has received numerous awards and commendations for his professional, civic, and business activities. Mr. Levens' substantial experience in finance, accounting, auditing, and business has prepared him to serve on the Board and makes him an effective director of the Company.
Christine L. Pickering Director since 2000 Age 55	Christine L. Pickering has been the owner of Christy Pickering, CPA since 1991.  Ms. Pickering has worked in the fields of auditing and assurance, tax preparation, and litigation support.  Prior to joining our Board, she served as a Bank director from 1995 to 2000.  She currently serves as Chair of the Corporate Governance and Nominating Committee and Vice Chair of the Audit Committee.  She also serves on the Board Risk Committee and from 2004 to 2012, served as Chair of the Audit Committee. Ms. Pickering has substantial financial and accounting expertise due to her experience as a licensed Certified Public Accountant for the past 30 years.  Her work in the area of litigation support and as an expert witness led to her appointment by the court as a Special Master in a legal proceeding.  She is a member of the American Institute of Certified Public Accountants and is an associate member of the Association of Certified Fraud Examiners.  Ms. Pickering has served as a director of Mississippi Power Company, Gulfport, since 2007 and served as the Chair of the Controls and Compliance Committee from 2009 to 2013.  In 2008, Ms. Pickering was appointed as a Trustee by the Governor of Mississippi to the Institutions of Higher Learning Board for a 10 year term.  This Board oversees the eight state-funded public universities. Ms. Pickering has received numerous awards and recognition over the years for her service to the community.  These include: the Small Business Accountant Advocate award for the State of Mississippi; the Harrison County, Mississippi, Small Business Excellence Award; recognition as an Outstanding Community Leader of South Mississippi by local and state publications; and recognition as Rotarian of the Year by the Biloxi Rotary Club where she previously held the offices of President, Secretary and Treasurer.  Ms. Pickering was also a member of the inaugural class of Leadership Gulf Coast.  In addition to the time she commits to other service organizations, until very recently she served as a Board member and Audit Committee Chair of the Gulf Coast Renaissance Corporation, an organization that facilitates the development of communities and creates economic opportunities. Ms. Pickering has worked in the field of accounting since 1983.  Her wealth of financial and accounting expertise combined with her extensive knowledge of the Gulf Coast market make Ms. Pickering an effective director of the Company.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership of Common Stock	Percent of Class (1)
BlackRock, Inc. 55 East 52 nd Street New York, NY 10055	6,896,510 (2)	8.7%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA  19355	5,433,476 (3)	6.8%
State Street Corporation One Lincoln Street Boston, MA  02111	4,094,321 (4)	5.1%

Directors	Amount and Nature of Beneficial Ownership of Common Stock (1)	Percent of Class (2)
Frank E. Bertucci	13,480 (3)	*
James B. Estabrook, Jr.	41,885 (4)	*
Hardy B. Fowler	15,177 (5)	*
John M. Hairston	225,995 (6)	*
Terence E. Hall	50,937	*
Randall W. Hanna	12,442 (7)	*
James H. Horne	73,928 (8)	*
Jerry L. Levens	19,176 (9)	*
Sonya C. Little	0	*
Eric J. Nickelsen	77,228 (10)	*
Thomas H. Olinde	20,431 (11)	*
Christine L. Pickering	12,773 (12)	*
Robert W. Roseberry	120,221 (13)	*
Anthony J. Topazi	13,186 (14)	*
Named Executive Officers
Michael M. Achary	84,367 (15)	*
Joseph S. Exnicios	66,268 (16)	*
Edward G. Francis	64,975 (17)	*
D. Shane Loper	85,604 (18)	*
Directors and executive officers as a group (19) (22 persons)	1,153,659	1.45%

Name	Executive Committee	Audit	Compensation	Corporate Governance and Nominating	Board Risk
Frank E. Bertucci	X		Chair	X
James B. Estabrook, Jr. †	Chair				X
Hardy B. Fowler	X	Chair	X
John M. Hairston	X
Terence E. Hall			Vice Chair
Randall W. Hanna		X	X
James H. Horne	X				Vice Chair
Jerry L. Levens	X	X		Vice Chair	Chair
Eric J. Nickelsen	X				X
Thomas H. Olinde			X
Christine L. Pickering	X	Vice Chair		Chair	X
Robert W. Roseberry					X
Anthony J. Topazi (1)			X
Number of Meetings in 2015 (2 )	4	14	7	11	6

2015 DIRECTOR COMPENSATION
Name		Fees Earned or Paid in Cash				Stock Awards (1)				Total
Frank E. Bertucci		$	68,500			$	30,493			$	98,993
James B. Estabrook, Jr.			86,500				30,493				116,993
Hardy B. Fowler			83,500				30,493				113,993
Terence E. Hall			55,000				30,493				85,493
Randall W. Hanna			68,500				30,493				98,993
James H. Horne			76,500				30,493				106,993
Jerry L. Levens			82,200				30,493				112,693
R. King Milling			30,500				30,493				60,993
Eric J. Nickelsen			68,500				30,493				98,993
Thomas H. Olinde			59,500				30,493				89,993
Christine L. Pickering			73,500				30,493				103,993
Robert W. Roseberry			50,250				30,493				80,743
Anthony J. Topazi			54,750				30,493				85,243

		Year Ended December 31,
($ in millions)		2015				2014
Core Revenue (TE)
Reported Net Interest Income (TE)		$	638.8			$	665.3
Reported Noninterest Income			236.9				228.0
Reported Revenue (TE)			875.7				893.3
Adjustments:
Purchase Accounting Accretion, net			(35.1	)			(92.5	)
Indemnification Asset Amortization			5.7				12.1
Core Revenue (TE)		$	846.3			$	812.9

●	A Significant Percentage of Executive Target Compensation is Performance-Based .  More than 60% of Mr. Hairston's total target direct compensation (base salary, target annual incentive, and target long-term incentive awards) and more than 50% of the total target direct compensation of our  other NEOs is performance-based, meaning that either it is at risk and must be earned on the basis of attainment of corporate and individual performance goals (in the case of annual incentive awards) or its future value is contingent upon the future performance of the Company's common stock (in the case of our performance stock awards).
●	Majority of Long-Term Incentives Based on Stock Performance .  As CEO, Mr. Hairston received 70% of his equity grant in performance stock awards, with the other NEOs receiving 60% of their equity grant in performance stock awards.  The Compensation Committee believes that weighting the equity grants more toward performance stock awards provides better alignment of the executives' compensation with our shareholders' interests.
●	No Excise Tax Gross-Up Provisions .  None of the change in control agreements in place for our NEOs or other executives provides for excise tax gross-ups.  Instead, these agreements provide for a "best of net" approach to address any potential excise tax payments that might be triggered by a change in control.  (See "Elements of Our Compensation Program – Use of Employment Contracts and Change in Control Agreements" herein.)
●	Clawback Policy .  The Compensation Committee has adopted a clawback policy that empowers the Board to recover a bonus or other incentive compensation paid to any NEO or executive officer in appropriate circumstances where there has been a material restatement of the Company's financial statements.
●	Limited Perquisites .  We generally provide only limited perquisites to our executives, consistent with our goal of aligning our executives' interests with the interests of our shareholders.
●	Executive Stock Ownership Requirements .  Under our stock ownership guidelines, our CEO must own either 90,000 shares or stock worth five times his base salary, and our other executive officers must own either 30,000 shares or stock worth three times their base salary.  If an executive does not own the requisite number of shares by the required date, the executive must retain ownership of one-half of any shares acquired from the Company (net of any tax withholdings) until the guideline is met.
●	Trading Restrictions .  The Company's Insider Trading Policy prohibits our executive officers from engaging in speculative trading activities with respect to our common stock through derivative or futures contracts such as puts, calls or short sales.

·	drive performance in support of the Company's financial goals, balancing short-term and intermediate operational objectives and performance with long-term strategic goals;
·	align executives' long-term rewards with the interests of our shareholders;
·	provide increased compensation opportunities for exceptional individual performance, which can result in differentiated compensation among executives who are otherwise of comparable rank; and

COMPANY NAME, HEADQUARTERS' STATE	TICKER
Associated Banc-Corp, WI	ASB
BancorpSouth, Inc., MS	BXS
Bank of Hawaii Corporation, HI	BOH
Commerce Bancshares, Inc., MO	CBSH
Cullen/Frost Bankers, Inc., TX	CFR
F.N.B. Corp., PA*	FNB
First Horizon National Corporation, TN	FHN
FirstMerit Corporation, OH	FMER
Fulton Financial Corporation, PA	FULT
IBERIABANK Corp., LA	IBKC
People's United Financial, Inc., CT	PBCT
Prosperity Bancshares Inc., TX	PB
Synovus Financial Corporation, GA	SNV
TCF Financial Corporation, MN	TCB
Trustmark Corp., MS*	TRMK
UMB Financial Corp., MO	UMBF
Umpqua Holdings Corp., OR*	UMPQ
Valley National Bancorp, NJ	VLY
Webster Financial Corporation, CT	WBS
Wintrust Financial Corporation, IL	WTFC

NEO		2015 Salary				Increase effective 2016				2016 Salary				Percentage Increase
John M. Hairston		$	707,000			$	90,157			$	797,157				12.8	%
Michael M. Achary		$	400,000			$	25,570			$	425,570				6.4	%
Joseph S. Exnicios		$	375,000			$	44,580			$	419,580				11.9	%
D. Shane Loper		$	400,000			$	42,453			$	442,453				10.6	%
Edward G. Francis		$	375,000			$	21,260			$	396,260				5.7	%

	Corporate Component					Individual Component
NEO	Weighting	Min	Target	Max		Weighting	Min	Target/Max
John M. Hairston	90%	40%	80%	160%		10%	0%	80%
Michael M. Achary	85%	30%	60%	120%		15%	0%	60%
Joseph S. Exnicios	85%	30%	60%	120%		15%	0%	60%
D. Shane Loper	85%	30%	60%	120%		15%	0%	60%
Edward G. Francis	70%	30%	60%	120%		30%	0%	60%

Corporate Performance Goal

% of Corporate Component

2015 Threshold (Represents 80% Completion of Target)

2015 Target

2015 Maximum (Represents 120% Completion)

2015 Actual Results

Core EPS

60

%

$1.84

$2.30

$2.76

$1.73

Average Annual Loans

20

%

$11.61 billion

$14.52 billion

$17.42 billion

$14.43 billion

Average Annual Deposits

20

%

$13.28 billion

$16.61 billion

$19.93 billion

$17.12 billion

		Year Ended December 31, 2015
		Amount
		(in millions)				EPS
Reported Net Income		$	131.5			$	1.64
Nonoperating Items:
Expense & Efficiency initiatives			16.2				0.20
Security Transaction Gains			(0.3	)			-
Taxes on Adjustments			(5.6	)			(0.07	)
Operating Income		$	141.8			$	1.77
Purchase Accounting Adjustments			(5.2	)			(0.06	)
Taxes on Adjustments			1.8				0.02
Core Income		$	138.4			$	1.73

Named Executive Officer		Corporate Weighting				Corporate Completion				Corporate Component				Individual Weighting				Individual Completion				Individual Component				Total Cash Incentive
John M. Hairston			90	%			67.78	%		$	349,008				10	%			82.18	%		$	47,018			$	396,026
Michael M. Achary			85	%			67.78	%		$	139,867				15	%			86.50	%		$	31,499			$	171,366
Joseph S. Exnicios			85	%			67.78	%		$	131,125				15	%			87.50	%		$	29,872			$	160,997
D. Shane  Loper			85	%			67.78	%		$	139,867				15	%			71.75	%		$	26,128			$	165,995
Edward G. Francis			70	%			67.78	%		$	107,985				30	%			59.00	%		$	40,285			$	148,270

Named Executive Officer	Target Value of LTI as a % of Base Salary			LTI Target Value				% Delivered in Performance Awards				% Delivered in Restricted Stock
John M. Hairston	120	%		$	848,000				70	%			30	%
Michael M. Achary	75	%		$	300,000				60	%			40	%
Joseph S. Exnicios	70	%		$	262,500				60	%			40	%
D. Shane Loper	75	%		$	300,000				60	%			40	%
Edward G. Francis	70	%		$	262,500				60	%			40	%

Named Executive Officer	2015 RSAs		2015 Value of RSA Awards (1)			2015 PSAs (represents the target awards granted Jan. 2016)		2015 Value of PSA Awards			2015 Total Award Value (1)
John M. Hairston	8,844		$	254,530		23,594		$	593,861		$	848,391
Michael M. Achary	4,170		$	120,013		7,152		$	180,016		$	300,028
Joseph S. Exnicios	3,648		$	104,989		6,258		$	157,514		$	262,503
D. Shane Loper	4,170		$	120,013		7,152		$	180,016		$	300,028
Edward G. Francis	3,648		$	104,989		6,258		$	157,514		$	262,503

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year				Salary (1)				Bonus (2)				Stock Awards (3)				Non-Equity Incentive Plan Compensation				Change in Pension Value and Non-Qualified Deferred Compensation Earnings (4)				All Other Compensation (5)				Total
John M. Hairston, President and CEO		2015 2014 2013			$	707,000 707,000 707,000			$	128,728 - -			$	725,281 872,054 782,214	(6) (6) (6)		$	267,298 520,187 498,704			$	43,212 69,547 -			$	240,575 245,314 314,392			$	2,112,094 2,414,102 2,302,310
Michael M. Achary, Chief Financial Officer		2015 2014 2013				400,000 400,000 400,000				51,588 - -				258,008 307,152 285,356				119,778 221,625 213,707				44,619 64,258 -				200,454 199,642 178,222				1,074,447 1,192,677 1,077,285
Joseph S. Exnicios, President, Whitney Bank		2015 2014				375,000 375,000				48,364 -				225,735 307,168				112,633 210,526				126,894 317,658				198,735 203,337				1,087,361 1,413,689
D. Shane Loper Chief Operating Officer		2015 2014 2013				400,000 400,000 400,000				51,588 - -				258,008 307,152 285,356				114,407 218,220 214,247				41,195 80,130 -				109,996 108,577 129,794				975,194 1,114,079 1,029,397
Edward G. Francis Chief Banking Officer during 2015 (7)		2015				375,000				39,829				225,735	(6)			108,441				33,095				93,940				876,040

NEO		2015				2014			2013
John M. Hairston		$	997,041			$	1,235,049		$	1,055,412
Michael M. Achary		$	302,179			$	374,306		$	330,699
Joseph S. Exnicios		$	264,400			$	327,546			n/a
D. Shane Loper		$	302,179			$	374,306		$	330,699
Edward G. Francis		$	264,400				n/a			n/a

Name		Total Perquisites				Company Plan Contributions				RSA Dividends
John M. Hairston		$	5,232			$	206,369			$	28,974
Michael M. Achary			12,135				172,774				15,545
Joseph S. Exnicios			16,271				172,402				10,062
D. Shane Loper			7,187				87,264				15,545
Edward G. Francis			3,983				77,041				12,916

2015 OPTION EXERCISES AND STOCK VESTED
Name		Option Awards								Stock Awards
		Number of Shares Acquired on Exercise				Value Realized on Exercise ($)				Number of Shares Acquired on Vesting				Value Realized on Vesting (1) ($)
John M. Hairston			-				-				7,021			$	199,281
Michael M. Achary			-				-				2,729				77,513
Joseph S. Exnicios			-				-				616				17,698
D. Shane Loper			-				-				2,729				77,513
Edward G. Francis			-				-				2,506				71,166

2015 PENSION BENEFITS
Name	Plan Name		Number of Years of Credited Service				Present Value of Accumulated Benefit (1) ($)				Payments During 2015 ($)
John M. Hairston	Hancock Holding Company Pension Plan			21			$	469,105				-
Michael M. Achary	Hancock Holding Company Pension Plan			15				396,685				-
Joseph S. Exnicios	Hancock Holding Company Pension Plan			38				1,290,804				-
Joseph S. Exnicios	Whitney Holding Corporation Retirement Restoration Plan			38				1,493,901				-
D. Shane Loper	Hancock Holding Company Pension Plan			25				526,924				-
Edward G. Francis	Hancock Holding Company Pension Plan			17				331,488				-

2015 NONQUALIFIED DEFERRED COMPENSATION

Name		Executive Contributions in 2015				Registrant Contributions in 2015 (1)				Aggregate Earnings in 2015 (2)				Aggregate Withdrawals/ Distributions				Aggregate Balance at December 31, 2015 (5)
John M. Hairston		$	653,109	(3)(4)		$	197,094			$	(37,646)				-			$	4,166,272
Michael M. Achary			68,785				163,499				(45,106)				-				1,586,279
Joseph S. Exnicios			-				163,127				3,376				-				664,739
D. Shane Loper			93,425				77,989				54,184								1,470,822
Edward G. Francis			23,084	(3)(4)			67,766				12,200				(18,387)				1,026,597

Fund	One Year Total Return
Model Portfolio – Conservative	(0.42)%
Model Portfolio – Moderate/Conservative	0.03%
Model Portfolio – Moderate	0.78%
Model Portfolio – Moderate/Aggressive	1.18%
Model Portfolio – Aggressive	1.96%
Fidelity VIP Money Market Svc2	0.01%
T. Rowe Price Limited Term Bond	0.30%
Fidelity VIP Investment Grade Bond Svc	(0.71)%
American Century VP II Inflation Protection I	(2.28)%
PIMCO VIT Global Bond (Unhedged) Admin	(4.04)%
MSF MFS Value A	(0.15)%
Fidelity VIP Index 500 Initial	1.33%
MSF Jennison Growth A	10.78%
American Century VP Mid Cap Value I	(1.43)%
Great-West T. Rowe Price Mid Cap Growth Initial	6.52%
Vanguard VIF Small Company Growth I	(2.75)%
Great-West MFS International Value Initial	6.45%
Invesco VIF International Growth I	(2.34)%
Hancock Holding Company Common Stock	(15.19)%

Executive Benefits and Payments Upon Termination or Change-in-Control	Normal Retirement ($) (1)	Death ($) (2)	Disability ($) (3)	CIC Only ($)  (4)	Disability, Involuntary Termination or Termination for Good Reason upon CIC ($) (5)
John M. Hairston, President and Chief Executive Officer
2015 Annual Bonus	572,126	572,126	572,126	-	-
CIC Payment	-	-	-	-	3,535,917
Vesting of Long-Term Incentives (RSA, ISO, PSA)	271,668	921,063	1,056,897	464,420	1,056,897
Nonqualified Deferred Compensation Vesting (6)	2,423,132	2,313,744	2,611,900	2,447,542	2,611,900
280G Cut-Back	-	-	-	-	-
Medical Insurance	-	-	-	-	30,122
TOTAL	3,266,926	3,806,933	4,240,922	2,911,962	7,234,835
Michael M. Achary, Chief Financial Officer
2015 Annual Bonus	242,769	242,769	242,769	-	-
CIC Payment	-	-	-	-	1,204,465
Vesting of Long-Term Incentives (RSA, ISO, PSA)	263,060	566,291	697,821	341,339	697,821
Nonqualified Deferred Compensation Vesting (6)	554,296	554,296	554,296	554,296	554,296
280G Cut-Back	-	-	-	-	-
Medical Insurance	-	-	-	-	7,000
TOTAL	1,060,125	1,363,356	1,494,886	895,635	2,463,583
Joseph S. Exnicios, President–Whitney Bank
2015 Annual Bonus	227,596	227,596	227,596	-	-
CIC Payment	-	-	-	-	1,110,334
Vesting of Long-Term Incentives (RSA, ISO, PSA)	230,188	436,137	551,231	266,735	551,231
Nonqualified Deferred Compensation Vesting (6)	-	-	-	-	-
280G Cut-Back	-	-	-	-	-
Medical Insurance	-	-	-	-	20,081
TOTAL	457,784	663,733	778,827	266,735	1,681,647

		2015				2014
Audit Fees (1)		$	1,475,000			$	1,502,597
Audit-Related Fees (2)			196,000				127,500
Tax Fees (3)			-				53,411
All Other Fees (4)			-				653,746
Total		$	1,671,000			$	2,337,254