<PAGE> 1
As filed with the Securities and Exchange Commission on September ___, 1996
Registration No. 33-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
HANCOCK HOLDING COMPANY
(Exact name of registrant as specified in its charter)
MISSISSIPPI 64-0169065
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
ONE HANCOCK PLAZA
GULFPORT, MISSISSIPPI 39501
(601) 868-4000
(Address, including zip code and telephone number,
including area code, of registrant's principal executive offices)
--------------------
HANCOCK HOLDING COMPANY 1996 LONG-TERM INCENTIVE PLAN
(Full Title of Plan)
GEORGE A. SCHLOEGEL COPY TO:
VICE CHAIRMAN OF THE BOARD JAMES R. MCILWAIN
HANCOCK HOLDING COMPANY GENERAL COUNSEL
ONE HANCOCK PLAZA HANCOCK HOLDING COMPANY
GULFPORT, MISSISSIPPI 39501 ONE HANCOCK PLAZA
(601) 868-4000 GULFPORT, MISSISSIPPI 39501
(Name, address, including zip code, (601) 868-4000
and telephone number, including
area code, of agent for service)
--------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
In accordance with the terms of the Hancock Holding Company 1996
Long-Term Incentive Plan
--------------------
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================================
Title of each Amount Proposed maximum Proposed maximum
class of securities to be offering price aggregate Amount of
to be registered registered(1) per unit(2) offering price(2) registration fee
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ....................... 500,000 $37.00 $18,500,000 $6,379.31
===========================================================================================================================
</TABLE>
(1) In the event of a stock split, stock dividend or similar transaction
involving Common Stock of the Company, in order to prevent dilution, the
number of shares registered shall be automatically increased to cover
the additional shares in accordance with Rule 416(a) under the
Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c), based on the last sales prices per share of the
Common Stock on September 6, 1996.
--------------------
<PAGE> 2
PART I.
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
The information called for in Part I of Form S-8 is included in a
Prospectus dated September 4, 1996, to be distributed to persons who are
granted awards under the plan. This information is not being filed with or
included in this Form S-8 in accordance with the rules and regulations of the
Securities and Exchange Commission.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents heretofore filed by the Hancock Holding Company
(the "Company") (file no. 33-43427) with the Securities and Exchange Commission
(the "Commission") are incorporated by reference herein and made a part hereof
pursuant to the Securities Exchange Act of 1934 ("Exchange Act"):
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995 (including portions of the Company's Proxy Statement for the
1996 annual meeting of shareholders stated therein to be incorporated therein
by reference);
2. The Company's Quarterly Report on Form 10-Q for the period ended
June 30, 1996. (File Number 33-43427).
3. All other documents filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 1995.
4. The description of the Company's capital stock contained in the
Company's Registration Statement on Form S-1, filed with the Commission on
October 18, 1991, as amended (Registration Number 33-43427).
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, after the date of this registration statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated in this
registration statement by reference and to be a part hereof from the date of
filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any subsequently filed
<PAGE> 3
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement.
The Company hereby undertakes to provide without charge to each person
who has received a copy of the prospectus to which this registration statement
relates, upon the written or oral request of any such person, a copy of the
Company's Annual Report to Stockholders for its last fiscal year and a copy of
any or all the documents that have been or may be incorporated by reference
into this registration statement, other than exhibits to such documents (unless
such exhibits are incorporated by reference). The Company hereby further
undertakes to deliver or cause to be delivered to all participants in the Plan
who do not otherwise receive such material, copies of all reports, proxy
statements and other communications distributed by the Company to its
stockholders generally, no later than the time such materials are first sent to
its stockholders.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the shares offered hereby has been passed upon by the
law firm of Watkins Ludlam & Stennis, P.A., Jackson, Mississippi.
Item 6. Indemnification of Directors and Officers.
Miss. Code Ann. Section 79-4-8.50 et seq. provides in part that a
corporation may indemnify any director, officer, employee or agent of the
corporation against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with any action, suit or proceeding to which he is or was a party or
is threatened to be made a party (including any action by or in the right of
the corporation), if such action arises out of his acts on behalf of the
corporation and he acted in good faith and that he reasonably believed that
conduct in his official capacity with the corporation was in the corporation's
best interests and that in other cases, his conduct was not opposed to the
corporation's best interests, and, with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful.
The indemnification provisions of Miss. Code Ann. Section 79-4-8.50 et
seq. are not exclusive; however, a corporation may not indemnify any person who
is adjudged liable to the corporation in an action by or in the right of the
corporation or who is adjudged liable on the basis that personal benefit was
improperly received by him. A corporation has the power to obtain and maintain
insurance on behalf of any person who is or was acting for the corporation,
regardless of whether the corporation has the legal authority to indemnify the
insured person against such liability.
<PAGE> 4
The Company's Articles of Incorporation and Bylaws provide for
indemnification for directors, officers, employees and agents or former
directors, officers, employees and agents of the Company to the full extent
permitted by Mississippi law.
The Company maintains an insurance policy covering the liability of its
directors and officers for actions taken in their official capacity.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
3.1 Amended and Restated Articles of Incorporation dated February 9,
1989.
3.2 Amended and Restated Bylaws dated November 8, 1990.
3.3 Articles of Amendment to the Articles of Incorporation of Hancock
Holding Company, dated October 16, 1991 (filed as Exhibit 4.1 to
the Registrant's Form 10-Q for the quarter ended September 30,
1991, and incorporated herein by reference).
3.4 Articles of Correction, filed with the Mississippi Secretary of
State on November 15, 1991 (filed as Exhibit 4.2 to the
Registrant's Form 10-Q for the quarter ended September 30, 1991,
and incorporated herein by reference).
3.5 Articles of Amendment to the Articles of Incorporation of Hancock
Holding Company, adopted February 13, 1992 (filed as Exhibit 3.5
to the Registrant's Form 10-K for the year ended December 31,
1992, and incorporated herein by reference).
3.6 Articles of Correction, filed with Mississippi Secretary of State
on March 2, 1992 (filed as Exhibit 3.6 to the Registrant's Form
10-K for the year ended December 31, 1992, and incorporated
herein by reference).
4 Specimen stock certificate (reflecting change in par value from
$10.00 to $3.33, effective March 6, 1989).
5 Opinion of Watkins Ludlam & Stennis, P.A.
<PAGE> 5
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of Watkins Ludlam & Stennis, P.A. (contained in Exhibit
5)
24 Power of Attorney (included on the signature page of this
Registration Statement)
Item 9. Undertakings.
5. The Company hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which,
individually, or in the aggregate, represent a
fundamental change in the information set forth in
the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the Registration Statement or any material
change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(i) and (a)(ii) do
not apply if the Registration Statement is on Form 3, Form S-8,
and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d)
of the Exchange Act that are incorporated by reference in the
Registration Statement.
(b) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
6. The Company hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee
<PAGE> 6
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
7. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers of the
Company and subsidiary companies pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.
<PAGE> 7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Gulfport, State of Mississippi, on the 10th
day of September, 1996.
HANCOCK HOLDING COMPANY
By: /s/ LEO W. SEAL, JR.
-----------------------------------
Leo W. Seal, Jr.
President
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Leo W. Seal, Jr. and George A. Schloegel, and
each or either of them, his true and lawful attorney-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ LEO W. SEAL, JR. President and Director September 10, 1996
- ----------------------------- (Principal Executive
Leo W. Seal, Jr. Officer)
</TABLE>
<PAGE> 8
<TABLE>
<S> <C> <C>
/s/ JOSEPH F. BOARDMAN, JR. Director, Chairman of September 10, 1996
- ----------------------------- the Board
Joseph F. Boardman, Jr.
Director September ____, 1996
- -----------------------------
Thomas W. Milner, Jr.
/s/ GEORGE A. SCHLOEGEL Director September 10, 1996
- ----------------------------- Vice-Chairman of the
George A. Schloegel Board
/s/ DR. HOMER C. MOODY, JR. Director September 10, 1996
- -----------------------------
Dr. Homer C. Moody, Jr.
Director September ____, 1996
- -----------------------------
James B. Estabrook, Jr.
/s/ CHARLES H. JOHNSON Director September 10, 1996
- -----------------------------
Charles H. Johnson
Director September ____, 1996
- -----------------------------
L. A. Koenenn, Jr.
Director September ____, 1996
- -----------------------------
Victor Mavar
/s/ C. STANLEY BAILEY Principal Financial September 5, 1996
- ----------------------------- & Accounting Officer
C. Stanley Bailey
</TABLE>
<PAGE> 9
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER ITEM DESCRIPTION
<S> <C>
3.1 Amended and Restated Articles of Incorporation dated February 9,
1989.
3.2 Amended and Restated Bylaws dated November 8, 1990.
3.3 Articles of Amendment to the Articles of Incorporation of Hancock
Holding Company, dated October 16, 1991 (filed as Exhibit 4.1 to
the Registrant's Form 10-Q for the quarter ended September 30,
1991, and incorporated herein by reference).
3.4 Articles of Correction, filed with the Mississippi Secretary of
State on November 15, 1991 (filed as Exhibit 4.2 to the
Registrant's Form 10-Q for the quarter ended September 30, 1991,
and incorporated herein by reference).
3.5 Articles of Amendment to the Articles of Incorporation of Hancock
Holding Company, adopted February 13, 1992 (filed as Exhibit 3.5
to the Registrant's Form 10-K for the year ended December 31,
1992, and incorporated herein by reference).
3.6 Articles of Correction, filed with Mississippi Secretary of State
on March 2, 1992 (filed as Exhibit 3.6 to the Registrant's Form
10-K for the year ended December 31, 1992, and incorporated
herein by reference).
4 Specimen stock certificate (reflecting change in par value from
$10.00 to $3.33, effective March 6, 1989).
5 Opinion of counsel as to the legality of the securities being
registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of counsel (included in Exhibit 5).
24 Power of Attorney (included on the Signature Page attached
hereto).
</TABLE>
<PAGE> 1
EXHIBIT 3.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
HANCOCK HOLDING COMPANY
The following amended and restated Articles of Incorporation are
hereby adopted for Hancock Holding Company:
FIRST: The name of the corporation is Hancock Holding Company
SECOND: The aggregate number of shares which the corporation
shall have authority to issue is five million (5,000,000) of the par
value of three dollars and thirty-three cents ($3.33) each.
THIRD: The street address of its registered office is 2510
14th Street, Gulfport, Mississippi 39501 and the name of its
registered agent at such address is O.K. Lion.
FOURTH: (a) The number of directors which shall constitute
the whole board of directors shall be fixed from time to time only by
a resolution adopted by a majority of the whole board of directors in
its discretion, without stockholder approval; provided, however, that
such number shall never be less than nine (9) and no decrease in the
number of directors constituting the whole board of directors shall
shorten the term of any incumbent director. The directors shall be
divided into three classes as nearly equal in size as possible, with
the term of office of directors of the first class to expire at the
first annual meeting of the shareholders after their election, that of
the second class to expire at the second annual meeting after their
election, and that of the third class to expire at the third annual
meeting after their election, and in all cases as to each director
until his successor shall be elected to hold office until the third
succeeding annual meeting and until their respective successors shall
have been elected and shall qualify. If the number of directors is
hereafter changed, any newly created directorships or decrease in
directorships shall be so apportioned among the classes as to make all
the classes as nearly equal in number as is possible.
(b) Vacancies occurring on the board of directors for any
reason shall be filled only by vote of a majority of the remaining
members of the board of directors, although less than a quorum. The
person filling the vacancy shall serve out the remainder of the term
of the vacated directorship or, in case the vacancy results from an
increase in the number of directors, the term designated for the class
of directors of which the directorship is a part.
(c) Directors may be removed from office only for
<PAGE> 2
cause.
(d) Except as provided otherwise in these Amended and Restated
Articles of Incorporation, (i) a majority of the number of directors
that constitutes the whole board of directors shall constitute a
quorum for the transaction of business at any meeting of the board of
directors, and (ii) if a quorum is present when a vote is taken, the
affirmative vote of a majority of directors present shall be the act
of the board of directors.
(e) Regular meetings of the board of directors may be held
without notice of the date, time, place or purpose of the meeting.
Special meetings of the board of directors must be preceded by at
least two days notice of the date, time and place of the meeting.
(f) This Article FOURTH may not be amended or repealed, or any
provision adopted which is inconsistent with Article FOURTH, without
the approval by vote of the holders of not less than two-thirds of the
then outstanding shares of Common Stock, notwithstanding anything
contained in these Amended and Restated Articles of Incorporation or
specified by law to the contrary.
FIFTH: (a)(1) In addition to any affirmative vote required by
law or under any other provision of these Amended and Restated
Articles of Incorporation, and except as otherwise expressly provided
in this Article FIFTH:
(A) any merger or consolidation of this corporation or any
subsidiary (as hereinafter defined in paragraph (c)(8) of this Article
FIFTH) with or into (i) any Substantial Stockholder (as hereinafter
defined in paragraph (c)(2) of this article FIFTH) or (ii) any other
corporation (whether or not itself a Substantial Stockholder) which,
after such merger or consolidation, would be an Affiliate (as
hereinafter defined in paragraph (c)(7) of this Article FIFTH) of a
Substantial Stockholder, or
(B) any sale, lease, exchange, mortgage, pledge, transfer or
other disposition (in one transaction or a series of related
transactions) to or with any Substantial Stockholder of any
substantial part (as hereinafter defined in paragraph (c)(9) of this
Article FIFTH) of the assets of this corporation or of any Subsidiary,
or
(C) the issuance or transfer by this corporation or by any
Subsidiary (in one transaction or a series of related transactions) of
any equity securities (as hereinafter defined in paragraph (c)(11) of
this Article FIFTH) of this corporation or any Subsidiary to any
Substantial Stockholder in exchange for cash, securities or other
property (or a combination thereof) having an aggregate fair market
value
<PAGE> 3
of $5,000,000 or more, or
(D) the adoption of any plan or proposal for the liquidation
or dissolution of this corporation if, as of the record date for the
determination of stockholders entitled to notice thereof and to vote
thereon, any person shall be a Substantial Stockholder, or
(E) any reclassification of securities (including any reverse
stock split) or recapitalization of this corporation, or any
reorganization, merger or consolidation of this corporation with any
of its Subsidiaries or any similar transaction (whether or not with or
into or otherwise involving a Substantial Stockholder), which has the
effect, directly or indirectly, of increasing the proportionate share
of the outstanding securities of any class of equity securities of
this corporation or any Subsidiary which is directly or indirectly
beneficially owned (as hereinafter defined in paragraph (c)(3) of this
Article FIFTH) by any Substantial Stockholder,
shall (except as otherwise expressly provided in these Amended and Restated
Articles of Incorporation) require the affirmative vote of the holders of then
outstanding Voting Shares (as hereinafter defined in paragraph (c)(10) of this
Article FIFTH) entitled to cast at least 80% of the votes entitled to be cast
by the holders of all of the then outstanding Voting Shares; provided that such
affirmative vote must also include the affirmative vote of the holders of
Voting Shares entitled to cast a majority of the votes entitled to be cast by
the holders of all then outstanding Voting Shares not beneficially owned by any
Substantial Stockholder. Each such affirmative vote shall be required
notwithstanding the fact that no vote may be specified, by law or in any
agreement with any national securities exchange or otherwise.
(2) The term "business combination" as used in this Article FIFTH
shall mean any transaction under which is described in any one or more clauses
(A) through (E) of paragraph (a)(1) of this article FIFTH.
(b) The provisions of this Article FIFTH shall not be
applicable to any business combination, the terms of which shall be approved,
prior to the date the Substantial Stockholder which is a party thereto or whose
proportionate share of the outstanding securities of any class of equity
securities of this corporation or any Subsidiary is increased by reason
thereof, or, in the case of a business combination described in clause (D) of
paragraph (a)(1) of this Article FIFTH, prior to the date any such Substantial
Stockholder affected by such business combination became a Substantial
Stockholder, by two-thirds of the whole board (as hereinafter defined in
paragraph (c)(6) of this Article FIFTH), but only if a majority of the members
of the board of directors rendering such approval shall be continuing
<PAGE> 4
directors (as hereinafter defined in paragraph (c)(5) of this Article FIFTH).
(c) For the purpose of this Article FIFTH:
(1) A "person" shall mean any individual, firm,
corporation or other entity.
(2) "Substantial Stockholder" shall mean any person
(other than this corporation or any Subsidiary) who or which, as of the record
date for the determination of stockholders entitled to notice of and to vote on
any business combination, or immediately prior to the consummation of any such
business combination (other than a business combination referred to in
paragraph (a)(1)(D) of this Article FIFTH):
(A) is the beneficial owner (as hereinafter
defined in subparagraph (3) of this paragraph (c)), directly or
indirectly, of more than 10% of the Voting Shares (determined solely
on the basis of the total number of Voting Shares so beneficially
owned [and without giving effect to the number or percentage of votes
entitled to be cast in respect of such shares] in relation to the
total number of Voting Shares issued and outstanding), or
(B) is an Affiliate of this corporation and
at any time within three years prior thereto was the beneficial
owner, directly or indirectly, of more than 10% of the then
outstanding Voting Shares (determined as aforesaid), or
(C) is an assignee of or has otherwise
succeeded to any shares of capital stock of this corporation which
were at any time within three years prior thereto beneficially owned
by any Substantial Stockholder, and such assignment or succession
shall have occurred in the course of a transaction or series of
transactions not involving a public offering within the meaning of the
Securities Act of 1933.
(3) "Beneficial ownership" shall be determined
pursuant to Rule 13d-3 under the Securities and Exchange Act of 1934 (or any
successor rule or statutory provision) or, if said Rule 13d-3 shall be
rescinded and there shall be no successor rule or statutory provision thereto,
pursuant to said Rule 13d-3 as in effect on January 1, 1989; provided, however,
that a person shall, in any event, also be deemed to be the "beneficial owner"
of any Voting Shares:
(A) which such person or any of its
Affiliates or Associates [as hereinafter defined in subparagraph (7) of this
paragraph (c)] beneficially own, directly or indirectly, or
<PAGE> 5
(B) which such person or any of its
Affiliates or Associates has (i) the right to acquire (whether such right is
exercisable immediately or only after the passage of time), pursuant to any
agreement, arrangement or understanding (but shall not be deemed to be the
beneficial owner of any Voting Shares solely by reason of an agreement,
arrangement, or understanding with this corporation to effect a business
combination) or upon the exercise of conversion rights, exchange rights,
warrants, or options, or otherwise, or (ii) sole or shared voting or investment
power with respect thereto pursuant to any agreement, arrangement,
understanding, relationship or otherwise (but shall not be deemed to be the
beneficial owner of any Voting Shares solely by reason of a revocable proxy
granted for a particular meeting of stockholders, pursuant to a public
solicitation of proxies for such meeting, with respect to shares of which
neither such person nor any such Affiliate or Associate is otherwise deemed the
beneficial owner), or
(C) which are beneficially owned, directly or
indirectly, by any other person with which such first mentioned person or any
of its Affiliates or Associates acts as a partnership, limited partnership,
syndicate or other group pursuant to any agreement, arrangement or
understanding for the purpose of acquiring, holding, voting or disposing of any
shares or capital stock of this corporation;
and provided further, however, that (i) no director or officer of this
corporation, nor any Associate or Affiliate of any such director or officer,
shall, solely by reason of any or all of such directors and officers acting in
their capacities as such, be deemed, for any purposes hereof, to beneficially
own any Voting Shares beneficially owned by any other such director or officer
(or any Associate or Affiliate thereof), and (ii) no pension, employee stock
purchase, employee stock ownership or similar plan of this corporation or any
Subsidiary nor any trustee with respect thereto, nor any Associate or Affiliate
of any such trustee, shall, solely by reason of such capacity of such trustee,
be deemed, for any purposes hereof, to beneficially own any Voting Shares held
under any such plan.
(4) For purposes of computing the percentage
beneficial ownership of Voting Shares of a person in order to determine whether
such person is a Substantial Stockholder, the outstanding Voting Shares shall
include shares deemed owned by such person through application of subparagraph
(3) of this paragraph (c) but shall not include any other Voting Shares which
may be issuable by this corporation pursuant to any agreement, or upon the
exercise of conversion rights, warrants or options, or otherwise. For all other
purposes, the outstanding Voting Shares shall include only Voting Shares then
outstanding and shall not include any Voting Shares which may be issuable by
this corporation pursuant to any agreement, or upon the exercise of
<PAGE> 6
conversion rights, warrants or options, or otherwise.
(5) "Continuing director" shall mean a person who was
a member of the board of directors of this corporation as of January 1, 1989 or
thereafter elected by the stockholders or appointed by the board of directors
of this corporation prior to the date as of which the Substantial Stockholder
(or Substantial Stockholders) in question became a Substantial Stockholder (or
Substantial Stockholders), or a person designated (before his initial election
or appointment as a director) as a continuing director by a majority of the
whole board, but only if a majority of the whole board shall then consist of
continuing directors, or, if a majority of the whole board shall not then
consist of continuing directors, by a majority of the then continuing
directors.
(6) "Whole board" shall mean the total number of
directors which this corporation would have if there were no vacancies.
(7) An "Affiliate" of a specified person is a person
that directly, or indirectly, through one or more intermediaries, controls, or
is controlled by, or is under common control with, the person specified. The
term "Associate" used to indicate a relationship with any person shall mean (i)
any corporation or organization (other than this corporation or a Subsidiary)
of which such person is an officer or partner or is, directly or indirectly,
the beneficial owner of 10% or more of any class of equity securities, (ii) any
trust or other estate in which such person has a substantial beneficial
interest or as to which such person serves as a trustee or in a similar
capacity, and (iii) any relative or spouse of such person, or any relative of
such spouse, who has the same home as such person, or is an officer or director
of any corporation controlling or controlled by such person.
(8) "Subsidiary" shall mean any corporation of which
a majority of any class of equity security is owned, directly or indirectly, by
this corporation; provided, however, that for the purposes of the definition of
Substantial Stockholder set forth in subparagraph (2) of this paragraph (c),
the term "Subsidiary" shall mean only a corporation of which a majority of each
class of equity security is owned, directly or indirectly, by this corporation.
(9) "Substantial part" shall mean having a book value
(determined in accordance with generally accepted accounting principles) in
excess of 10% of the book value of the total consolidated assets of this
corporation, at the end of its most recent fiscal year ending prior to the time
the determination is made.
(10) "Voting Shares" shall mean any shares of capital
stock of this corporation entitled to vote generally in
<PAGE> 7
the election of directors.
(11) "Equity security" shall have the meaning given
to such term by Rule 3a11-1 under the Securities Exchange Act of 1934, as in
effect on January 1, 1989.
(d) A majority of the whole board shall have the power to
determine, but only if a majority of the whole board shall then consist of
continuing directors, or if a majority of the whole board shall not then
consist of continuing directors, a majority of the then continuing directors
shall have the power to determine, for the purposes of this Article FIFTH, on
the basis of information known to them, (i) the number of Voting Shares
beneficially owned by any person, (ii) whether a person is an Affiliate or
Associate of another, (iii) whether a person has an agreement, arrangement or
understanding with another as to any matter referred to in subparagraph (3)(C)
of paragraph (c) of this Article FIFTH, (iv) whether the assets subject to any
business combination constitute a substantial part of the assets of the
corporation in question, and (v) any other factual matter relating to the
applicability or effect of this Article FIFTH.
(e) A majority of the whole board shall have the right to
demand, but only if a majority of the whole board shall then consist of
continuing directors, or, if the majority of the whole board shall not then
consist of continuing directors, a majority of the then continuing directors
shall have the right to demand, that any person who it is reasonably believed
is a Substantial Stockholder (or holds of record Voting Shares beneficially
owned by any Substantial Stockholder) supply this corporation with complete
information as to (i) the record owner(s) of all shares beneficially owned by
such person who it is reasonably believed is a Substantial Stockholder, (ii)
the number of, and class or series of, shares beneficially owned by such person
who it is reasonably believed is a Substantial Stockholder and held of record
by each such record owner and the number(s) of the stock certificate(s)
evidencing such shares, and (iii) any other factual matter relating to the
applicability or effect of this Article FIFTH, as may be reasonably requested
of such person, and such person shall furnish such information within 10 days
after receipt of such demand.
(f) Any determination made by the board of directors, or by
the continuing directors, as the case may be, pursuant to this Article FIFTH in
good faith and on the basis of such information and assistance as was then
reasonably available for such purpose shall be conclusive and binding upon this
corporation and its stockholders, including any Substantial Stockholder.
(g) Any amendment, alteration, change or repeal of this
article FIFTH shall, in addition to any other vote or approval required by law
or by these Amended and Restated Articles of Incorporation, require the
affirmative vote of the holders of
<PAGE> 8
then outstanding Voting Shares entitled to cast at least 80% of the votes
entitled to be cast by the holders of all of the then outstanding Voting Shares
(and such affirmative vote must also include the affirmative vote of the
holders of Voting Shares entitled to cast a majority of the votes entitled to
be cast by the holders of all Voting Shares not beneficially owned by any
Substantial Stockholder); provided, however, that this vote (and such further
majority vote) shall not be required for, any amendment, alteration, change or
repeal declared advisable by the board of directors by the affirmative vote of
two-thirds of the whole board and submitted to the stockholders for their
consideration, but only if a majority of the members of the board of directors
voting in favor of such declaration of advisability shall be continuing
directors.
(h) Nothing contained in this Article FIFTH shall be construed
to relieve any Substantial Stockholder from any fiduciary obligation imposed by
law.
(i) In the event any paragraph (or portion thereof) of this
Article FIFTH shall be found to be invalid, prohibited or unenforceable for any
reason, the remaining provisions (or portions thereof) of this Article FIFTH
shall be deemed to remain in full force and effect, and shall be construed as
if such invalid, prohibited or unenforceable provision had been stricken
herefrom or otherwise rendered inapplicable, it being the intent of this
corporation and its stockholders that each such remaining provision (or portion
thereof) of this Article FIFTH remain, to the fullest extent permitted by law,
applicable and enforceable as to all stockholders, including Substantial
Stockholders, notwithstanding any such finding.
SIXTH: The corporation shall indemnify any person (or the heirs,
executors and administrators of any person) who was or is a party to, or is
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether or not by or in the right of the corporation, and
whether civil, criminal, administrative, investigative or otherwise, formal or
informal (a "Proceeding"), by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise, against any obligation to pay a
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to an employee benefit plan) or reasonable expenses (including legal
fees) incurred with respect to the Proceeding: (A) to the fullest extent
permitted by the Mississippi Business Corporation Act in effect from time to
time (the "Act") and (B) despite the fact that such person has failed to meet
the standard of conduct set forth in the Act, or would be disqualified for
indemnification under the Act because he was adjudged liable to the corporation
in connection with a Proceeding by or in the right of the corporation or was
otherwise
<PAGE> 9
adjudged liable on the basis that he improperly received a personal benefit, or
for any other reason, if a determination is made by (i) the board of directors
by majority vote of a quorum consisting of directors not at the time parties to
the Proceeding, (ii) if a quorum cannot by obtained under (i), by majority vote
of a committee duly designated by the board of directors (in which designation
directors who are parties may participate), consisting of two or more directors
not at the time parties to the Proceeding, (iii) by special legal counsel (a)
selected by the board of directors or its committee in the manner prescribed in
(i) or (ii) or (b) if a quorum of the board of directors cannot be obtained
under (i) and a committee cannot be designated under (ii), selected by majority
vote of the full board of directors (in which selection directors who are
parties may participate), (iv) by the shareholders (but shares owned by or
voted under the control of directors who are at the time parties to the
Proceeding may not be voted on the determination) or (v) by a court that the
acts or omissions of the director, officer, employee or agent did not
constitute gross negligence or willful misconduct. The corporation upon request
shall pay or reimburse such person for his reasonable expenses (including legal
fees) in advance of final disposition of the Proceeding as long as (i) such
person furnishes the corporation a written undertaking, executed personally or
on his behalf, to repay the advance if it is ultimately determined by a
judgment or other final adjudication that his acts or omissions did constitute
gross negligence or willful misconduct, which undertaking must be an unlimited
general obligation of such person, and which shall be accepted by the
corporation without reference to financial ability to make repayment or to
collateral and (ii) a determination is made by any of the persons described in
(i) through (iv) of the preceding sentence that the facts then known to those
making the determination would not preclude indemnification under this Article
SIXTH. Such request need not be accompanied by the affirmation otherwise
required by the Act.
Neither the amendment nor repeal of this Article SIXTH, nor
the adoption or amendment of any other provision of the corporation's bylaws or
these Amended and Restated Articles of Incorporation inconsistent with this
Article SIXTH, shall apply to or affect in any respect the applicability of the
preceding paragraph with respect to any act or failure to act which occurred
prior to such amendment, repeal or adoption.
AMENDMENT TO RESTATED ARTICLES
TO ELIMINATE CUMULATIVE VOTING
SEVENTH: The stockholders of the corporation shall not be entitled to
cumulative voting rights in the election of directors.
<PAGE> 1
EXHIBIT 3.2
HANCOCK HOLDING COMPANY
GULFPORT, MISSISSIPPI
BYLAWS
ARTICLE I. OFFICES
SECTION 1.01. Principal Office. The principal office shall be at
Gulfport, Harrison County, Mississippi. The corporation may have such other
offices as are allowable by the laws of the State of Mississippi and as the
Board of Directors may designate or the business of the corporation may require
from time to time.
SECTION 1.02. Registered Office. The registered office of the
corporation required by the Mississippi Business Corporation Act to be
maintained in the State of Mississippi may be, but need not be identical with,
the principal office in the State of Mississippi, and the address of the
registered office may be changed from time to time by the Board of Directors as
provided by law.
ARTICLE II. STOCKHOLDERS
SECTION 2.01. Annual Meeting. The annual meeting of the stockholders
for the purpose of electing directors and for the transaction of such other
business as may come before the meeting shall be held on such date and at such
time as the Board of Directors shall each year fix, which date shall be no
later than 13 months subsequent to the last annual meeting of stockholders.
The date fixed for the annual meeting may not be a legal holiday in the State
of Mississippi. The annual meeting of stockholders may be held conjointly
with the annual meeting of the Board of Directors.
SECTION 2.02. Special Meeting. Special meetings of the stockholders,
for any purpose or purposes, unless otherwise prescribed by statute, may be
called by the President or by the Board of Directors, and shall be called by
the President at the request of the holders of not less than one-tenth of all
the votes entitled to be cast on any issue proposed to be considered at the
meeting. such request shall be signed and dated, shall state the purposes of
the proposed meeting, and shall be delivered to the Corporation's Secretary.
Business transacted at all special meetings shall be confined to the objects
stated in the notice thereof.
SECTION 2.03. Place of Meeting. The Board of Directors may designate
any place, either within or without the State of Mississippi, as the place of
meeting for any annual meeting or for any special meeting of the stockholders.
If no designation is made, the place of meeting shall be at the principal
office of the corporation in Gulfport, Harrison County, Mississippi.
SECTION 2.04. Notice of Meeting. Written or printed notice stating
the place, day and hour of the meeting, and, in case of a special meeting, the
purpose or purposed for which the meeting is called, shall be delivered not
less than 10 nor more than 60 days before the date of the meeting, either
personally or by first-class mail, by or at the direction of the
<PAGE> 2
President or the Secretary, or the officer or persons calling the meeting, to
each stockholder of record entitled to vote at such meeting (or the beneficial
owner of shares to the extent of the rights by a nominee certificate on file
with the corporation). If notice is mailed at least 30 days before the date of
the meeting, it may be done by a class of United States mail other than first
class. If in the United States mail, addressed to the stockholder at his
address as it appears on the stock transfer books of the corporation, with
postage thereon prepaid.
SECTION 2.05. Fixing of Record Date. For the purpose of determining
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or entitled to receive payment of any dividend, or in
order to make a determination of stockholders for any other proper purpose, the
Board of Directors may fix in advance a date as the record date for any such
determination of stockholders, such date to be not more than 70 days and in
case of a meeting of stockholders, not less than 10 days, prior to the date on
which the particular action, requiring such determination of stockholders, is
to be taken. If no record date is fixed for the determination of stockholders
entitled to notice of or to vote at a meeting of stockholders, or stockholders
entitled to receive payment of dividend, the day before the date on which the
first notice of the meeting is mailed or the date on which the resolution of
the Board of Directors declaring such dividend is adopted, as the case may be,
shall be the record date for such determination of stockholders. When a
determination of stockholders entitled to vote at any meeting of stockholders
has been made as provided in this section, such determination shall apply to
any adjournment thereof unless the Board of Directors fixes a new record date.
SECTION 2.06. Presiding Officer and the Secretary. The President,
or, in his absence, an officer designated by the Board of Directors shall
preside at all stockholder meeting, and the Secretary shall serve as secretary.
Otherwise, a chairman or secretary shall be elected by the stockholders present
to act in the absence of those officers.
SECTION 2.07. Voting Lists. The officer or agent having charge of
the stock transfer books for shares of the corporation shall make, after the
record date for a meeting of stockholders is fixed, a complete list of the
stockholders entitled to vote at such meeting, or any adjournment thereof,
arranged in alphabetical order, with the address of and the number of shares
held by each. Such list shall be kept on file at the principal office of the
corporation and shall be subject to inspection by any stockholder at any time
during usual business hours, beginning two business days after notice of the
meeting is given and continuing through the meeting. Such list shall also be
produced and kept open at the meeting. such list shall also be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any stockholder during the whole time of the meeting.
SECTION 2.08. Quorum and Manner of Acting. A majority of the
outstanding shares of the corporation entitled to vote, represented in person
or by proxy, shall constitute a quorum at a meeting of stockholders. If less
than a majority of the shares entitled to vote are represented at a meeting, a
majority of the shares so represented may adjourn the meeting from time to
time, without further notice if the new date, time and place of the meeting are
announced at the meeting before adjournment, unless a new record date is fixed.
<PAGE> 3
At such adjourned meeting at which a quorum shall be present or represented,
any business may be transacted which might have been transacted at the meeting
as originally notified. Once a share is represented for any purpose at a
meeting, it is deemed present for quorum purposes for the remainder of the
meeting and for any adjournment of that meeting unless a new record date is or
must be set for that adjourned meeting. If a quorum exists, 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 articles of
incorporation or law requires a grater number of affirmative votes.
SECTION 2.09. Proxies. At all meetings of stockholders, a
stockholder may vote by proxy executed in writing by the stockholder or by his
duly authorized attorney in fact. Such proxy shall be filed with the Secretary
of the corporation before or at the time of the meeting. No proxy shall be
valid after 11 months from the date of its execution, unless otherwise provided
in the proxy.
SECTION 2.10. Action by Stockholders Without a Meeting. Any action
required to be taken at a meeting of the stockholders of the corporation, or
any action which may be taken at a meeting of the stockholders, may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the stockholders entitled to vote with respect to the
subject matter thereof.
SECTION 2.11. Stockholder Nomination for Directors. Director
nominations, other than those made by or at the direction of the Board of
Directors, may be made by any stockholder by delivering written notice to the
Secretary of the corporation not less than 50 nor more than 90 days prior to
the meeting at which directors are to be elected, provided that the corporation
has mailed the first notice of the meeting at least 60 days prior to the
meeting date. If the corporation has not given such notice, stockholder
nominations must be submitted within 10 days following the earlier of (i) the
date that notice of the date of the meeting was first mailed to the
stockholders or (ii) the day on which public disclosure of such date was made.
The stockholder'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 corporation which are beneficially owned by such nominee, and (iv) any
other information relating to such nominee that is required under federal
securities laws to be disclosed in solicitations of proxies for the election of
directors, or is otherwise required (including, without limitation, such
nominee's written consent to being named in a proxy statement as a nominee and
to serving as a director of elected). The stockholder's notice also must set
forth as to the stockholder giving the name (i) the name and address of such
stockholder and (ii) the class and amount of such stockholder's beneficial
ownership of the corporation's capital stock. If the information supplied by
the stockholder is deficient in any material aspect or if the foregoing
procedure is not followed, the chairman of the meeting may determine that such
stockholder's nomination should not be brought before the meeting and that such
nominee shall not be eligible for election as a director of the corporation.
<PAGE> 4
ARTICLE III. BOARD OF DIRECTORS
SECTION 3.01. Election of Directors. Directors of the corporation
shall be elected annually by the stockholders at the annual meeting of the
stockholders. If the election of directors shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be.
Directors are elected by a plurality of votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present.
SECTION 3.02. Number and Term. The number of directors which shall
constitute the whole Board of Directors shall be fixed from time to time only
by a resolution adopted by a majority of the whole Board of Directors in its
discretion, without stockholder approval; provided, however, that such number
shall never be less than nine and no decrease in the number of directors
constituting the whole Board of Directors shall shorten the term of any
incumbent director. The directors shall be divided into three classes as
nearly as equal in size as is possible, with the term of office of the
directors of the first class to expire at the first annual meeting of the
stockholders after their election, that of the second class to expire at the
second annual meeting after their election and that of the third class to
expire at the third annual meeting after their election, and in all cases as to
each director until his successor shall be elected and shall qualify. At each
annual meeting, directors to replace those of a class whose terms expire at
such annual meeting shall be elected to hold office until the third succeeding
annual meeting and until their respective successors shall have been elected
and shall qualify. If the number of directors is changed, any newly created
directorships or decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as is possible.
SECTION 3.03. Regular Meetings. A regular meeting of the Board of
Directors shall be held without other notice than this bylaw, immediately after
or conjointly with, and at the same place as, the annual meeting of
stockholders. The Board of Directors shall provide, by resolution, the time
and place, either within or without the State of Mississippi, for the holding
of additional meetings without other notice than such resolution.
SECTION 3.04. Special Meetings. Special meetings of the Board of
Directors may be called by or at the request of the President, Chairman of the
Board of Directors or by a majority of the Board of Directors. The person or
persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Mississippi as the place for
holding any special meeting of the Board of Directors called by them.
SECTION 3.05. Action by Directors Without a Meeting. Any action
required to be taken at a meeting of the directors of the corporation, or any
action which may be taken at a meeting of the directors, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors.
SECTION 3.06. Notice. Notice of any special meeting shall be given
by oral or written notice delivered personally or mailed to each director at
his business address (as
<PAGE> 5
shown on the corporation's records), or by telephone or telegram. If notice is
by personal delivery, the delivery shall be at least two days prior to the
special meeting. If notice is given by mail, such notice shall be deposited in
the United States mail and addressed to each director at his business address
with postage thereon prepaid, at least seven days prior to any special meeting.
If notice is given by telegram, such notice must be received by the director at
least two days prior to any special meeting. If notice is given by telephone,
such notice shall be made at least two days prior to any special meeting. Any
director may waive notice of any meeting. Except as provided in the next
sentence, the waiver must be in writing. The attendance of a director at a
meeting shall constitute a waiver of notice of such meeting, unless the
director at the beginning of the meeting (or promptly upon his arrival) objects
to holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.
SECTION 3.07. Organization and Committees. The Board of Directors
shall elect one of its members Chairman, who shall preside at all meetings of
the Board. By resolution the directors may designate from among its members an
Executive Committee and other committees, each of which shall have all the
authority of the Board of Directors except as limited in such resolution and
except as provided by law. All such committees shall keep regular minutes of
their meetings and shall report their actions to the Board of Directors at its
next meeting.
SECTION 3.08. Quorum and Manner of Acting. Except as provided
otherwise in the articles of incorporation or these bylaws, (i) a majority of
the number of directors that constitutes the whole Board of Directors shall
constitute a quorum for the transaction of business at any meeting of the Board
of Directors, and (ii) if a quorum is present when a vote is take, the
affirmative vote of a majority of directors present shall be the act of the
Board of Directors.
SECTION 3.09. Vacancies. Vacancies occurring on the board of
directors for any reason shall be filled only by vote of a majority of the
remaining members of the Board of Directors although less than a quorum. The
person filling the vacancy shall serve out the remainder of the term of the
vacated directorship or, in the case the vacancy results from an increase in
the number of directors, the term designated for the class of directors of
which the directorship is a part.
SECTION 3.10. Removal. Directors may be removed only for cause.
SECTION 3.11. Compensation. The Board of Directors may fix the
compensation of directors, including for serving on committees.
SECTION 3.12. Presumption of Assent. A director of the corporation
who is present at a meeting of the Board of Directors at which action on any
corporate matter is taken shall be presumed to have assented to the action
unless (i) his dissent or abstention to such action shall be entered in the
minutes of the meeting, (ii) he objects at the beginning of
<PAGE> 6
the meeting (or promptly upon his arrival) to holding it or transacting
business at the meeting or (iii) he delivers written notice of his dissent or
abstention to such action to the presiding officer of the meeting before the
adjournment thereof or to the Secretary of the corporation immediately after
adjournment of the meeting. Such right to dissent or abstain shall not apply
to a director who voted in favor of such action.
<PAGE> 7
ARTICLE IV. OFFICERS
SECTION 4.01. Generally. The officers of the corporation shall
consist of a Chairman of the Board, President, a Vice President, a Secretary
and a Treasurer. Officers shall be elected by the Board of Directors, which
shall consider that subject at its first meeting after every annual meeting of
stockholders. Each officer shall hold his office until his successor is
elected and qualified or until his earlier resignation or removal. Any one or
more offices may be held by the same person, except the offices of President
and Secretary. Officers do not have to be stockholders.
SECTION 4.02. Chairman of the Board. The Board of Directors shall
appoint, from one of its members, a Chairman of the Board to serve in said
capacity at the pleasure of the Board. He or the President shall preside at
all meetings of the Board and shall supervise the carrying out of the policies
adopted or approved by the Board of Directors. He shall have, and may
exercise, any other powers and duties as may, from time to time, be conferred
upon him by the Board of Directors.
SECTION 4.03. President. The Board of Directors shall appoint a
President of the corporation to serve at the pleasure of the Board. The
President shall supervise the carrying out of the policies adopted or approved
by the Board and shall be the Chief Executive Officer of the corporation. He
shall have general executive powers, as well as the specific powers conferred
by these bylaws. He shall also have and may exercise such further powers and
duties as from time to time may be conferred upon, or assigned to, him by the
Board of Directors. A Vice President shall be designated by the Board of
Directors, in the absence of the President, to perform all the duties of the
President.
SECTION 4.04. Vice President. The Board of Directors may appoint one
or more Vice Presidents and shall have the authority to designate different
classes of Vice Presidents, including Executive Vice Presidents, Senior Vice
Presidents, Assistant Vice Presidents, and such other classes as from time to
time may appear to the Board of Directors to be required or desirable to
transact the business of the corporation. Each Vice President shall have such
powers and duties as may be assigned to him by the Board of Directors.
SECTION 4.05. Secretary. The Board of Directors shall appoint a
Secretary, who shall: (i) keep the minutes of the stockholders and of the Board
of Directors meetings in one or more books provided for that purpose; (ii) see
that all notices are duly given in accordance with the provisions of these
bylaws and as required by law; (iii) be custodian of the corporate records and
of the seal of the corporation and see that the seal of the corporation is
affixed to all documents, the execution of which on behalf of the corporation
under its seal is duly authorized; (iv) keep a register of the post office
address of each stockholder which shall be furnished to the Secretary by each
stockholder; (v) sign stock certificates of the corporation; (vi) have general
charge of the stock transfer books of the corporation; and (vii) in general
perform all duties as may from time to time be assigned to him by the President
or by the Board of Directors.
<PAGE> 8
SECTION 4.06. Treasurer. The Board of Directors shall appoint a
Treasurer, who shall: (i) have charge and custody of and be responsible for all
funds and securities of the corporation; (ii) receive and give receipts for
monies due and payable to the corporation from any source whatsoever, and
deposit all such monies in the name of the corporation in such banks, trust
companies or other depositories as shall be selected in accordance with the
provisions of Article VI of these bylaws; and (iii) in general perform all of
the duties incident to the office of Treasurer and such other duties as from
time to time may be assigned to him by the President or by the Board of
Directors. If required by the Board of Directors, the Treasurer shall give a
bond for the faithful discharge of his duties in such sum and with such surety
or sureties as the Board of Directors shall determine.
SECTION 4.07. Other Officers. The Board of Directors may appoint one
or more such other officers as from time to time may appear to the Board of
directors to be required or desirable to transact the business of the
corporation. Such officers shall respectively exercise such powers and perform
such duties as pertain to their several offices, or as may be conferred upon or
assigned to, them by the Board of Directors or the President.
SECTION 4.08. Removal. Any officer or agent elected or appointed by
the Board of Directors may be removed with or without cause by the Board of
Directors whenever in its judgment the best interests of the corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed, and the election of another person to
an office shall automatically remove the incumbent from such office.
SECTION 4.09. Vacancies. The Board of Directors shall have authority
to fill any vacancy occurring in the offices of the corporation or any office
to be created. An officer elected to fill a vacancy shall be elected for the
unexpired term of his predecessor in office.
SECTION 4.10. Salaries. The salaries of the officers shall be fixed
from time to time by the Board of Directors or a Designated committee thereof
and no officer shall be prevented from receiving a salary merely by reason of
the fact that his is also a director or employee of the corporation. The
President may fix salaries of the employees who are not officers.
<PAGE> 9
ARTICLE V. STOCK CERTIFICATES AND THEIR TRANSFER
SECTION 5.01. Certificate for Shares. Certificates representing
shares of the corporation shall be in such form as shall be determined by the
Board of Directors. Such certificates shall be signed by the Chairman, Vice
Chairman, President, Vice President and by the Treasurer, Secretary, Assistant
Secretary or Assistant Vice President or they may be executed by facsimile and
shall be attested by the corporate seal. All certificates for shares shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares represented thereby are issued, and the number of
shares and date of issue, shall be entered on the stock transfer books of the
corporation. All certificates surrendered to the corporation for transfer
shall be cancelled, and no new certificates shall be issued until the former
certificate for a like number of shares shall have been surrendered and
cancelled, except that in the case of lost, destroyed or mutilated certificate
a new one may be issued therefore upon such terms and indemnity to the
corporation as the Board of Directors may prescribe.
SECTION 5.02. Transfer of Shares. Transfer of shares of the
corporation shall be made only on the stock transfer books of the corporation
by the holder of record thereof or by his legal representative, who shall
furnish proper evidence of authority duly executed and filed with the Secretary
of the corporation, and on surrender for cancellation of the certificate for
such shares. The corporation shall be entitled to treat the holder of record
of any share or shares of stock as the holder in fact thereof and accordingly
shall not be bound to recognize any equitable other claim to or interest in
such shares on the part of any other person, whether or not it shall have
express or other notice thereof, save as may be expressly provided by the laws
of Mississippi or these bylaws.
<PAGE> 10
ARTICLE VI. CONTRACTS, LOANS
CHECKS, DEPOSITS AND INVESTMENTS
SECTION 6.01. Contracts. The Board of Directors may authorize any
officer or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on the behalf of the corporation, and
such authority may be general or confined to specific instances.
SECTION 6.02. Loans. No loans shall be contracted on behalf of the
corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances. Loans may be made by the
corporation to its officers or directors subject to the rules imposed by law.
SECTION 6.03. Checks, Drafts, etc. All checks, drafts or other
orders for the payment of money, notes, or other evidences of indebtedness
issued in the name of the corporation, shall be signed by such officer or
officers, agent or agents of the corporation and in such manner as shall from
time to time be determined by resolution of the Board of Directors.
SECTION 6.04. Deposits. All funds of the corporation not otherwise
employed shall be deposited from time to time to the credit of the corporation
in such banks, trust companies or other depositories as the Board of Directors
may select.
<PAGE> 11
ARTICLE VII. YEAR
The corporation's tax and accounting year shall be a fiscal year
ending December 31 of each year.
<PAGE> 12
ARTICLE VIII. SEAL
The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the corporation,
state of incorporation and the words "Corporate Seal."
<PAGE> 13
ARTICLE IX. AMENDMENTS
These bylaws may be amended as provided by law.
<PAGE> 14
Exhibit A
Hancock Holding Company
1996 Long-Term Incentive Plan
1. PURPOSE
The purpose of the HANCOCK HOLDING COMPANY 1996 Long-Term Incentive Plan is to
provide incentives and rewards for Employees of the Company and its
Subsidiaries (i) to support the execution of the Company's business and human
resource strategies and the achievement of its goals and (ii) to associate the
interests of Employees with those of the Company's shareholders.
2. DEFINITIONS
"Award" includes, without limitation, stock options (including incentive stock
options under Section 422 of the Code), restricted and performance shares, and
Performance Stock Awards, all on a stand alone, combination or tandem basis, as
described in or granted under this Plan.
"Award Agreement" means a written agreement entered into between the Company
and a Participant setting forth the terms and conditions of an Award made to
such Participant under this Plan, in the form prescribed by the Committee.
"Board" means the Board of Directors of the Company.
"Change of Control" shall have the meaning specified in Section 12(b).
"Code" means the Internal Revenue Code of 1986, as amended from time to time.
"Committee" means the Committee appointed by the Board, each member of which
shall be a "disinterested person" within the meaning of Rule 16b-3 under the
Exchange Act and shall be an "outside director" within the meaning of Section
162(m) of the Code. The Committee shall be composed of no fewer than the
minimum number of disinterested persons as may be required by Rule 16b-3.
"Common Stock" means the common stock of the Company.
"Company" means HANCOCK HOLDING COMPANY, a bank holding company under the Bank
Holding Company Act of 1956 headquartered in Gulfport, Mississippi.
"Employee" means an employee of the Company or a Subsidiary.
"Employee Award" means an Award to an Employee under this Plan.
"Exchange Act" means the Securities Exchange Act of 1934, as amended.
<PAGE> 15
"Fair Market Value" means the closing price of the Common Stock as reported on
the New York Stock Exchange Composite Transactions Tape on the relevant
valuation date or, if there were no Common Stock transactions on the valuation
date, on the next preceding date on which there were Common Stock transactions.
"Negative Discretion" means other factors to be applied by the Committee in
reducing the number of restricted shares to be issued pursuant to a Performance
Stock Award if the Performance Goals have been met or exceeded if, in the
Committee's sole judgment, such application is appropriate in order to act in
the best interest of the Company and its shareholders. The Negative Discretion
factors include, but are not limited to, the achievement of measurable
individual performance objectives established by the Committee and communicated
to the Employee in advance of the Performance Period, and competitive pay
practices.
"Participant" means an Employee who has been granted an Award under this Plan.
"Performance Goals" means, with respect to any Performance Period, performance
goals based on any of the following criteria and established by the Committee
prior to the beginning of such Performance Period or performance goals based on
any of the following criteria and established by the committee after the
beginning of such Performance Peroid that meet the requirements to be
considered pre-established performance goals under Section 162(m) of the Code:
earnings or earnings growth; earnings per share; return on equity, assets or
investment; revenues; expenses; stock price; market share; charge-offs; or
reductions in non-performing assets. Such Performance Goals may be particular
to an Employee or the division, department, branch, line of business,
Subsidiary or other unit in which the employee works, or may be based on the
performance of the Company generally.
"Performance Period" means the period of time designated by the Committee
applicable to a or Performance Share or Performance Stock Award during which
the Performance Goals shall be measured.
"Performance Stock Award" shall have the meaning specified in Section 6(d).
"Plan" means this HANCOCK HOLDING COMPANY 1996 Long-Term Incentive Plan.
"Plan Year" means a twelve-month period beginning with January 1 of each year.
"Reporting Person" means an officer or director of the Company subject to the
reporting requirements of Section 16 of the Exchange Act.
"Subsidiary" means any corporation or other entity, whether domestic or
foreign, in which the Company has or obtains, directly or indirectly, a
proprietary interest of more than 50% by reason of stock ownership or
otherwise.
3. ELIGIBILITY
<PAGE> 16
Any Employee selected by the Committee is eligible to receive an Employee
Award.
4. PLAN ADMINISTRATION
(a) This Plan shall be administered by the Committee. The Committee shall
periodically make determinations with respect to the participation of Employees
in this Plan and, except as otherwise required by law or this Plan, the grant
terms of Awards including vesting schedules, price, performance standards
(including Performance Goals), length of relevant performance, restriction or
option period, dividend rights, post-retirement and termination rights, payment
alternatives such as cash, stock, contingent awards or other means of payment
consistent with the purpose of this Plan, and such other terms and conditions
as the Committee shall deem appropriate. Except as otherwise required by this
Plan, the Committee shall have authority to interpret and construe the
provisions of this Plan and the Award Agreements and make determinations
pursuant to any Plan provision or Award Agreement which shall be final and
binding on all persons.
(b) The Committee may designate persons other than its members to carry out its
responsibilities under such conditions or limitations as it may set, other than
its authority with regard to Awards granted to Reporting Persons.
5. STOCK SUBJECT TO THE PROVISIONS OF THIS PLAN
(a) The stock subject to the provisions of this Plan shall either be shares of
authorized but unissued Common Stock, shares of Common Stock held as treasury
stock or previously issued shares of Common Stock reacquired by the Company,
including shares purchased on the open market. Subject to adjustment in
accordance with the provisions of Section 10, and subject to Section 5(d), (i)
the total number of shares of Common Stock available for grants of Awards
(including, without limitation, Awards of restricted and performance shares) in
any Plan Year shall not exceed one percent of the outstanding Common Stock as
reported in the Company's Annual Report on Form 10-K for the fiscal year ending
immediately prior to such Plan Year and (ii) the total number of shares of
Common Stock available for grants of restricted and performance shares
(including restricted shares to be issued pursuant to Performance Stock Awards)
in any Plan Year shall not exceed one third of one percent of the outstanding
Common Stock as reported in the Company's Annual Report on form 10-K for the
fiscal year ending immediately prior to such Plan Year.
(b) Subject to adjustment in accordance with Section 10, and subject to Section
5(a), (i) the total number of shares of Common Stock available for grants of
Awards in any Plan Year to any Participant shall not exceed 100,000 shares of
outstanding Common Stock and (ii) the total number of shares of Common Stock
available for grants of restricted shares to be issued pursuant to Performance
Stock Awards in any Plan Year to any Employee shall not exceed 35,000 shares of
outstanding Common Stock.
(c) For purposes of calculating the total number of shares of Common Stock
available for grants of Awards, the grant of a performance or restricted share
Award shall be deemed to be equal to the maximum number of shares of Common
Stock which may be issued under
<PAGE> 17
the Award.
(d) There shall be carried forward and be available for Awards under this Plan
in each succeeding Plan Year, in addition to shares of Common Stock available
for grant under paragraph (a) of this Section 5, all of the following: (i) any
unused portion of the limit set forth in paragraph (a) of this Section 5 for
preceding Plan Years; (ii) shares of common Stock represented by Awards which
have been cancelled, forfeited, surrendered, terminated or expire unexercised
during preceding Plan Years; and (iii) the excess amount of variable Awards
which become fixed at less than their maximum limitations.
6. EMPLOYEE AWARDS UNDER THIS PLAN
As the Committee may determine, the following types of Employee Awards may be
granted under this Plan to Employees on a stand alone, combination or tandem
basis:
(a) Stock Option. A right to buy a specified number of shares of Common Stock
at a fixed exercise price during a specified time, all as the Committee may
determine; provided that the exercise price of any option shall not be less
than 100% of the Fair Market Value of the Common Stock on the date of grant of
the Award.
(b) Incentive Stock Option. An award in the form of a stock option which shall
comply with the requirements of Section 422 of the Code or any successor
Section as it may be amended from time to time.
(c) Restricted and Performance Shares. A transfer of shares of Common Stock to
a Participant, subject to such restrictions on transfer or other incidents of
ownership, or subject to specified performance standards, for such periods of
time as the Committee may determine.
(d) Performance Stock Awards. A right, granted to an Employee, to receive
restricted shares (as defined in Section 6(c) hereof) that are not to be issued
to the Employee until after the satisfaction of the Performance Goals during a
Performance Period.
7. PERFORMANCE STOCK AWARDS.
(a) Administration. Performance Stock Awards may be granted to Employees either
alone or in addition to other Employee Awards granted under this Plan. The
Committee shall determine the Employees to whom Performance Stock Awards shall
be awarded for any Performance Period, the duration of the applicable
Performance Period, the number of restricted shares to be awarded at the end of
a Performance Period to Employees if the Performance Goals are met or exceeded
and the terms and conditions of the Performance Stock Award in addition to
those contained in this Section 7.
(b) Payment of Award. During or after the end of a Performance Period, the
financial performance of the Company during such Performance Period shall be
measured against the Performance Goals. If the Performance Goals are not met,
no restricted shares shall be
<PAGE> 18
issued pursuant to the Performance Stock Award. If the Performance Goals are
met or exceeded, the Committee shall certify that fact in writing in the
Committee minutes or elsewhere and certify the number of restricted shares to
be issued under each Performance Stock Award in accordance with the related
Award Agreement. The Committee may, in its sole discretion, apply Negative
Discretion to reduce the number of restricted shares to be issued under a
Performance Stock Award.
(c) Requirement of Employment. To be entitled to receive a Performance Stock
Award, an Employee must remain in the employment of the company through the end
of the Performance Period, except that the Committee may provide for partial or
complete exceptions to this requirement as it deems equitable in its sole
discretion.
8. OTHER TERMS AND CONDITIONS
(a)Assignability. With respect to Incentive Stock Options only, except to the
extent, if any, as may be permitted by the Code and rules promulgated under
Section 16 of the Exchange Act, (i) no Incentive Stock Option shall be
assignable or transferable except by will or by the laws of descent and
distribution or pursuant to a domestic relations order and (ii) during the
lifetime of a Participant, the Award shall be exercisable only by such
Participant or such Participant's guardian, legal representative, or assignee
pursuant to a domestic relations order.
With respect to other Awards, unless the Committee shall permit (on such terms
and conditions as it shall establish) an Award to be transferred to a member of
the Participant's immediate family or to a trust or similar vehicle for the
benefit of such immediate family members (collectively, the "Permitted
Transferees"), (i) no Award shall be assignable or transferable except by will,
by the laws of descent and distribution or pursuant to a domestic relations
order and (ii) during the lifetime of a Participant, the Award shall be
exercisable only by such Participant or such Participant's guardian, legal
representative or assignee pursuant to a domestic relations order or, if
applicable, the Permitted Transferees.
(b) Exercise of Option by Transferee. Upon the transfer of (i) an Incentive
Stock Option to a beneficiary of divisee or (ii) an option other than an
Incentive Stock Option to any transferee pursuant to a transfer approved by the
committee, such transferee shall have the balance of the original exercise
period within which to exercise the transferred option.
(c) Award Agreement. Each Award under this Plan shall be evidenced by an Award
Agreement.
(d) Rights As A Shareholder. Except as otherwise provided herein or in any
Award Agreement, a Participant shall have no rights as a shareholder with
respect to shares of Common Stock covered by an Award until the date the
Participant or his nominee (which, for purposes of this Plan, shall include any
third party agent selected by the committee to hold such shares on behalf of a
Participant), guardian or legal representative is the holder of record of such
shares.
<PAGE> 19
(e) No Obligation to Exercise. The grant of an Award shall impose no
obligation upon the Participant to exercise the Award.
(f) Payments by Participants. The Committee may determine that Employee Awards
for which a payment is due from a Participant may be payable: (i) in U.S.
dollars by personal check, bank draft or money order payable to the order of
the Company, by money transfers or direct account debits; (ii) through the
delivery or deemed delivery based on attestation to the ownership of shares of
Common Stock with a Fair Market Value equal to the total payment due from the
Participant; (iii) by a combination of the methods described in (i) and (ii)
above; or (iv) by such other methods as the committee may deem appropriate.
(g) Tax Withholding. The Company shall have the right to withhold from any
payments made under this Plan, or to collect as a condition of payment, any
taxes required by law to be withheld. At any time when a Participant is
required to pay to the company an amount required to be withheld under
applicable income tax laws in connection with a distribution of shares of
Common Stock pursuant to this Plan, the Participant may satisfy this obligation
in whole or in part by electing to have the Company withhold from such
distribution shares of Common Stock having a value equal to the amount required
to be withheld. The value of the shares of Common Stock to be withheld shall
be based on the Fair Market Value of the Common Stock on the date that the
amount of tax to be withheld shall be determined (the "Tax Date"). Any such
election is subject to the following restrictions: (i) the election must be
made on or prior to the Tax Date; (ii) the election must be irrevocable; and
(iii) the election must be subject to the disapproval of the Committee. To the
extent required to comply with rules promulgated under Section 16 of the
Exchange Act, elections by Reporting Persons are subject to the following
additional restrictions: (i) no election shall be effective for a Tax Date
which occurs within six months of the grant of the award; and (ii) the election
must be made either (A) six months or more prior to the Tax Date or (B) during
a period beginning on the third business day following the date of release for
publication of the Company's quarterly or annual summary statements of sales
and earnings and ending on the twelfth business day following such date.
(h) Restrictions On Sale and Exercise. With respect to Reporting Persons, and
if required to comply with rules promulgated under Section 16 of the Exchange
Act (i) no Award providing for exercise, a vesting period, a restriction period
or the attainment of performance standards shall permit unrestricted ownership
of shares of Common Stock by the Participant for at least six months from the
date of grant, and (ii) shares of Common Stock acquired pursuant to this Plan
(other than shares of Common Stock acquired as a result of the granting of a
"derivative security") may not be sold or otherwise disposed of for at least
six months after acquisition.
(i) Requirements of Law. The granting of Awards and the issuance of shares of
Common Stock upon the exercise of Awards shall be subject to all applicable
requirements imposed by federal and state securities and other laws, rules and
regulations and by any regulatory agencies having jurisdiction, and by any
stock exchanges upon which the Common Stock may be listed. As a condition
precedent to the issuer of shares of Common Stock pursuant
<PAGE> 20
to the grant or exercise of an Award, the Company may require the Participant
to take any reasonable action to meet such requirements.
(9) AMENDMENTS
(a) Except as otherwise provided in this Plan, the Board may at any time
terminate and, from time to time, may amend or modify this Plan. Any such
action of the Board may be taken without the approval of the Company's
shareholders, but only to the extent that such shareholder approval is not
required by applicable law or regulation, including specifically Rule 16b-3
under the Exchange Act.
(b) No amendment, modification or termination of this Plan shall in any manner
adversely affect any Awards theretofore granted to a Participant under this
Plan without the consent of such Participant.
10. RECAPITALIZATION
The aggregate number of shares of Common Stock as to which Awards may be
granted to Participants, the number of shares thereof covered by each
outstanding Award, and the price per share thereof in each such Award, shall
all be proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, stock dividend,
combination or exchange of shares, exchange for other securities,
reclassification, or reorganization, redesignation, merger, consolidation,
recapitalization or other such change. Any such adjustment may provide for the
elimination of fractional shares.
11. NO RIGHT TO EMPLOYMENT
No person shall have any claim or right to be granted an Award, and the grant
of an Award shall not be construed as giving a Participant the right to be
retained in the employ of the company or a Subsidiary. Nothing in this Plan
shall interfere with or limit in any way the right of the Company or any
Subsidiary to terminate any Participant's employment at any time, nor confer
upon any Participant any right to continue in the employ of the Company or any
Subsidiary.
12. CHANGE OF CONTROL
(a) Notwithstanding anything contained in this Plan or any Award Agreement to
the contrary, in the event of a Change of Control, as defined below, the
following may, in the sole discretion of the Committee, occur with respect to
any and all Employee Awards outstanding as of such Change of Control:
(i) automatic maximization of performance standards, lapse of all restrictions
and acceleration of any time periods relating to the exercise, realization or
vesting of such Awards so that
<PAGE> 21
such Awards may be immediately exercised, realized or vested in full on or
before the relevant date fixed in the Award Agreement;
(ii) performance shares shall be paid entirely in cash;
(iii) upon exercise of a stock option or an incentive stock option
(collectively, an "Option") during the 60-day period from and after the date of
Change of Control, the Participant exercising the Option may in lieu of the
receipt of Common Stock upon the exercise of the Option, elect by written
notice to the Company to receive an amount in cash equal to the excess of the
aggregate Value (as defined below) of the shares of Common Stock covered by the
Option or portion thereof surrendered determined on the date the Option is
exercised, over the aggregate exercise price of the Option (such excess is
referred to herein as the "Aggregate Spread"); provided, however, and
notwithstanding any other provision of this Plan, if the end of such 60-day
period from and after the date of a Change of Control is within six months of
the date of grant of an Option held by a Participant who is a Reporting Person,
such Option shall be cancelled in exchange for a cash payment to the
Participant equal to the Aggregate Spread on the day which is six months and
one day after the date of grant of such Option. As used in this Section
12(a)(iii) the term "Value" means the higher of (i) the highest Fair Market
Value during the 60-day period from and after the date of a Change of Control
and (ii) if the Change of Control is the result of a transaction or series of
transactions described in paragraphs (i) or (iii) of the definition of Change
of Control, the highest price per share of the Common Stock paid in such
transaction or series of transactions (which in the case of paragraph (i) shall
be the highest price per share of the Common Stock as reflected in a Schedule
13D filed by the person having made the acquisition);
(iv) following a Change of Control, if a Participant's employment terminates
for any reason other than retirement under a retirement plan of the Company or
death, any Options held by such Participant may be exercised by such
Participant until the earlier of three months after the termination of
employment or the expiration date of such Options; and
(v) all Awards become non-cancellable.
(b) A "Change of Control" of the Company shall be deemed to have occurred upon
the happening of any of the following events:
(i) the acquisition, other than from the Company, by any individual, entity or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
of beneficial ownership of 20% or more of either the then outstanding shares of
Common Stock of the Company or the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors; provided, however, that any acquisition by the Company
or any of its Subsidiaries, or any employee benefit plan (or related trust) of
the Company or its Subsidiaries, or any corporation with respect to which,
following such acquisition, more than 50% of, respectively, the then
outstanding shares of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation entitled to
vote generally in the election of directors is then beneficially
<PAGE> 22
owned, directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the Common Stock
and voting securities of the Company immediately prior to such acquisition in
substantially the same proportion as their ownership, immediately prior to such
acquisition, of the then outstanding shares of Common Stock of the Company or
the combined voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors, as the case
may be, shall not constitute a Change of Control;
(ii) individuals who, as of January 1, 1996, constitute the Board as of the
date hereof the "Incumbent Board" cease for any reason to constitute at least a
majority of the Board, provided that any individual becoming a director
subsequent to such date whose election, or nomination for election by the
Company's shareholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office is in
connection with an actual or threatened election contest relating to the
election of the directors of the Company (as such terms are used in Rule 14a-11
of Regulation 14A promulgated under the Exchange Act); or
(iii) approval by the shareholders of the Company of a reorganization, merger
or consolidation of the Company, in each case, with respect to which the
individuals and entities who were the respective beneficial owners of the
Common Stock and voting securities of the Company immediately prior to such
reorganization, merger or consolidation do not, following such reorganization,
merger or consolidation, beneficially own, directly or indirectly, more than
50% of, respectively, the then outstanding shares of Common Stock and the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may be, of the
corporation resulting from such reorganization, merger or consolidation, or a
complete liquidation or dissolution of the Company or of the sale or other
disposition of all or substantially all of the assets of the Company.
13. GOVERNING LAW
To the extent that federal laws do not otherwise control, this Plan shall be
construed in accordance with and governed by the law of the State of
Mississippi.
14. INDEMNIFICATION
Each person who is or shall have been a member of the Committee or of the Board
shall be indemnified and held harmless by the Company against and from any
loss, cost, liability or expense that may be imposed upon or reasonably
incurred by him in connection with or resulting from any claim, action, suit or
proceeding to which he may be a party or in which he may be involved by reason
of any action taken or failure to act under this Plan and against and from any
and all amounts paid by him in settlement thereof, with the Company's approval,
or paid by him in satisfaction of any judgment in any such action, suit or
proceeding against him, provided he shall give the Company an opportunity, at
its own expense, to handle and defend the same before he undertakes to handle
and defend it on his
<PAGE> 23
own behalf. The foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such persons may be entitled under
the Company's Articles of Incorporation or Code of Regulation, as a matter of
law, or otherwise, or any power that the Company may have to indemnify them or
hold them harmless.
15. SAVINGS CLAUSE
This Plan is intended to comply in all aspects with applicable law and
regulation, including, with respect to those Employees who are Reporting
Persons, Rule 16b-3 under the Exchange Act. In case any one or more of the
provisions of this Plan shall be held invalid, illegal or unenforceable in any
respect under applicable law and regulation (including Rule 16b-3), the
validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby and the invalid, illegal or
unenforceable provision shall be deemed null and void; however, to the extent
permissible by laws, any provision which could be deemed null and void shall
first be construed, interpreted or revised retroactively to permit this Plan to
be construed in compliance with all applicable laws (including Rule16b-3) so as
to foster the intent of this Plan. Notwithstanding anything in this Plan to
the contrary, the Committee, in its sole and absolute discretion, may bifurcate
this Plan so as to restrict, limit or condition the use of any provision of
this Plan to Participants who are Reporting Persons without so restricting,
limiting or conditioning this Plan with respect to other Participants.
16. EFFECTIVE DATE AND TERM
The effective date of this Plan is February 22, 1996 subject to its approval by
the Company's shareholders on that date. This Plan shall remain in effect
until the tenth anniversary of approval by shareholders.
<PAGE> 1
EXHIBIT 4
<TABLE>
<S> <C> <C>
NUMBER SHARES
VOID********** [LOGO] SPECIMEN ONLY
HANCOCK HOLDING COMPANY
COMMON STOCK GULFPORT, MISSISSIPPI COMMON STOCK
INCORPORATED UNDER THE LAWS OF THE STATE OF MISSISSIPPI CUSIP 410120 10 9
SEE REVERSE FOR CERTAIN DEFINITIONS
</TABLE>
- --------------------------------------------------------------------------------
THIS CERTIFIES THAT S P E C I M E N C E R T I F I C A T E O N L Y ! ! !
Is the owner of N O N E
- --------------------------------------------------------------------------------
FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $3.33 EACH OF THE
COMMON STOCK OF HANCOCK HOLDING COMPANY transferable only on the books of the
Corporation by the holder, hereof in person or by duly authorized attorney upon
surrender of this certificate properly endorsed.
WITNESS the facsimile seal and the signatures of the duly authorized
officers of the Corporation at Gulfport Mississippi.
Dated VOID
CERTIFICATE OF STOCK
- ------------------------------ [SEAL] ------------------------------
Authorized Signature Authorized Signature
<PAGE> 2
The following abbreviations, when used in the inscription on the face of
this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common UNIF GIFT MIN ACT - Custodian
TEN ENT - as tenants by the ------ --------
entireties (Cust) (Minor)
JT TEN - as joint tenants with under Uniform Gifts to
right of survivorship Minors
and not as tenants Act
in common ------------------
(State)
Additional abbreviations may also be used though no in the above list.
For Value Received, hereby sell, assign and transfer unto
--------
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
[ ]
----------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Shares
----------------------------------------------------------------------
of the Common Stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint
Attorney
--------------------------------------------------------------------
to transfer the said shares on the books of the within named Corporation
with full power of substitution in the premises.
Dated
---------------------------------
-------------------------------------------
-------------------------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE
CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
Signature Guaranteed By:
--------------------------------------
NOTE: Signatures should be guaranteed by an Officer of a Bank or Trust
Company or by a firm having membership on the New York Stock Exchange
or on the American Stock Exchange.
<PAGE> 1
Exhibit 5
September 12, 1996
Hancock Holding Company
One Hancock Plaza
2510 14th Street
Gulfport, MS 39501
Gentlemen:
We have acted as counsel for Hancock Holding Company, a Mississippi
corporation (the "Company") in connection with the filing of its Registration
Statement on Form S-8 (the "Registration Statement") on or about September 10,
1996 for the registration of 500,000 shares of Common Stock, par value $3.33
per share, of the Company under the Securities Act of 1933. The Registration
Statement is being filed in connection with the Company's offering such shares
pursuant to the Company's 1996 Long-Term Incentive Plan (the "Plan").
We have examined the Articles of Incorporation and the amendments
thereto, Bylaws, Corporate Minutes and other corporate records and proceedings
of the Company relating to its organization and present corporate status and
such other corporate records and documents as we have deemed relevant for
purposes of this opinion.
Based on the foregoing, it is our opinion that the shares of Common
Stock, par value $3.33 per share, of the Company proposed to be offered by the
Prospectus, when issued and sold in accordance with the terms and conditions of
the Plan and the Registration Statement shall have become effective and will be
legally issued, fully paid and non assessable shares of Common Stock of the
Company.
The Opinion shall be limited to the laws of the State of Mississippi and
the federal laws of the United States of America.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" in the Prospectus comprising Part I of the Registration Statement.
Very truly yours,
/s/ Watkins Ludlam & Stennis, P.A.
WATKINS LUDLAM & STENNIS, P.A.
<PAGE> 1
Exhibit 23.1
Independent Auditor's Consent
We consent to incorporation by reference in this Registration Statement
on Form S-8 of Hancock Holding Company of our report dated January 12, 1996,
which is incorporated by reference in the Annual Report on Form 10-K of Hancock
Holding Company for the year ended December 31, 1995.
/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP
New Orleans, Louisiana
September 6, 1996
