EX-10.4



 Exhibit 10.4 
 Hancock Holding Company 
 Executive Incentive Plan 

January 2013 







 Hancock Holding Company 

Executive Incentive Plan (EIP) 
 January 2013 
 Overview 

Hancock Holding Company provides an annual incentive opportunity to Section 16 officers (Participants) to reward achievement of individual as well as
department and corporate objectives. The Executive Incentive Plan (EIP) is designed to attract and retain results-oriented executives. The plan design and criteria outlined below applies to the 2013 calendar year. 

This document is not a contract and all incentives are payable at the discretion of the Compensation Committee (Committee) of the Board of
Directors. 
 Cash Compensation Philosophy 
 As a preeminent financial industry leader in the Gulf South, Hancock recognizes that our executives are our primary asset, and our principal source of competitive advantage. 

In order to achieve our goal of being the employer of choice, we must attract, retain and motivate a highly qualified workforce. In doing so,
Hancock’s compensation philosophy is to provide a total cash compensation program that is competitive with that paid by local and regional competitors for similar work. Total cash compensation is comprised of two components – base salary
and incentive compensation. 
 Base salary is determined by the essential job functions, competencies, skills, and abilities for the position.

 Incentive compensation is determined by the executive’s performance compared to established goals and overall corporate performance.
This component contains goals that are set by the Committee after consultation with senior leadership and that are further described below. 

Eligibility Criteria 
  

	 	•	 	 Participants must be employed in a full or part time eligible position and be actively employed on December 31st of the plan year in order to be eligible to receive a payment.
Participants terminated for cause are not eligible to receive a payment. 


  

	 	•	 	 Pro-rata incentives will be based upon a Participant’s eligible tenure. Tenure is defined in terms of the amount of time spent (in full months) in
an incentive eligible position. 


  

	 	•	 	 Participants are not eligible to participate in a LOB functional plan and the EIP plan simultaneously. 



 

	 	•	 	 Corporate performance measured against performance targets for the calendar year, as well as the achievement of unit and individual objectives will
determine incentive awards. 


  

	 	•	 	 Incentive awards will be calculated as a percentage of the Participant’s 2013 base earnings. For calendar years containing 27 pay periods,
incentive awards will be calculated as a percentage of the Participant’s base earnings earned in the first 26 pay periods for the calendar year. 










	 	•	 	 Incentive calculations for Participants hired or who transfer internally to the EIP will be paid via a goal sheet, if before September 30. If it
is after September 30, a goal sheet will not be prepared and the Participant will be eligible for an incentive award determined at the Committee’s discretion. Goal sheets must be turned into the Executive Compensation Analyst in Human
Resources. 


 Plan Targets 
 The EIP is designed to provide an incentive component for Section 16 officers. The EIP is driven by corporate and unit/individual goal achievement and is funded based on achievement of
pre-established corporate performance targets and unit/individual goals. All goals must support the Participant’s unit’s strategic playbook and contribution to the overall strategic plan for 2013. Except as noted above, a
goal sheet will be established for each Participant to ensure understanding of the applicable target goals and potential percentage incentive payout. 
  

													
	 Title
	  	Target
Payout as a
% Base
Earnings*	 	 	Corporate
Payout %	 	 	Blended
Unit/Individual
Payout %	 
	 President and CEO
	  	 	80	% 	 	 	90	% 	 	 	10	% 
	 CEO and Chief Operating Officer
	  	 	80	% 	 	 	90	% 	 	 	10	% 
	 Chief Financial Officer
	  	 	60	% 	 	 	85	% 	 	 	15	% 
	 Chief Risk Officer
	  	 	60	% 	 	 	85	% 	 	 	15	% 
	 Chief Commercial Banking Officer
	  	 	60	% 	 	 	70	% 	 	 	30	% 
	 Chief Retail Banking Officer
	  	 	60	% 	 	 	70	% 	 	 	30	% 
	 Chief Wealth Management Officer
	  	 	60	% 	 	 	70	% 	 	 	30	% 
	 Chief Credit Officer—HHC
	  	 	50	% 	 	 	70	% 	 	 	30	% 
	 General Counsel
	  	 	50	% 	 	 	70	% 	 	 	30	% 
	 President – Whitney Bank
	  	 	50	% 	 	 	60	% 	 	 	40	% 
	 Chief Credit Officer – Whitney Bank
	  	 	50	% 	 	 	60	% 	 	 	40	% 
	 Chief Accounting Officer
	  	 	40	% 	 	 	60	% 	 	 	40	% 

  

	*	Incentive targets are reviewed and set annually by the Committee. The target payout percentage is established using market data, internal equity and overall Participant
contribution. This percentage is not guaranteed and is within the sole discretion of the Committee. In any given year, the percentage can move up or down. Any decision of the Committee is considered final and nonappealable. 


The target is the value at which 100% credit is given. No credit should be planned or given above 100% in the unit/individual component. 

Corporate Performance Targets 
 As
noted above, the EIP funding is tied directly to the company achieving annual corporate performance targets. These targets are set annually by the Committee. If 100% of all corporate performance targets are not achieved, the plan may not be funded
at 100%. 
 Each corporate component line item funds independent and can have a maximum funding of 200%. The aggregate corporate component
cannot fund any higher than 200%. 







 Corporate performance targets shall be measured based on the financial performance of Hancock and its
subsidiaries (the Company) as in existence at the beginning of the performance period. The effect on the financial performance of the Company resulting from a merger or any other similar corporate transaction or from the acquisition of a subsidiary
or other affiliated entity during the performance period may be taken into consideration. The Committee has the discretion to take into consideration the effect of any such transaction when determining awards under the EIP. 

If in any quarter during a given calendar year, Hancock reduces the common dividend per share from the actual amount per share paid in the immediate
prior quarter, then a minimum of 50% of that year’s corporate component of the EIP will be forfeited. 
 In exercising its discretion under
the Plan, the Committee will also consider the financial performance of regional and top quartile peer companies. 
 Risk Tolerance

 The EIP is designed to deliver incentives for superior performance, provided acceptable risk tolerance standards are met. In general,
the EIP is designed to meet the risk standards by: 
  

	 	•	 	 Motivating appropriate behaviors and results without exposing the company to potential excessive risk taking by Participants



  

	 	•	 	 Closely aligning Participant goals with the Company’s goals and values 



 

	 	•	 	 Discouraging actions by Participant’s that would enhance personal compensation over that of Company performance 



 

	 	•	 	 Discouraging unnecessary risk, be it Strategic, Operational, Financial, Reputation, Administrative, Compliance, and any behaviors leading to such risk



  

	 	•	 	 Encouraging Business Unit Management to promote Risk Awareness within their operations 



In summary, Hancock has established the Plan to reward superior performance by Participants while maintaining vigilant risk management. 

Clawback 
 This EIP is subject to
the Hancock Holding Company clawback policy. 
 Incentive Payment 

The target for paying incentives to eligible Participants is in February following the end of the calendar year, but no later than
March 15th of such year. All incentives are paid
through the normal payroll processes and include applicable tax withholdings and 401(k) deductions according to plan documents.