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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

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

Check the appropriate box:

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March 7, 2012

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

OF COMMON STOCK

To our Shareholders:

Hancock Holding Company (the Company) will hold its Annual Meeting of Shareholders of common stock on Thursday, April 5, 2012, at 10:00 a.m. local time at One Hancock Plaza, 2510 14^th Street, Gulfport, Mississippi, for the following purposes:

Only shareholders of common stock of record at the close of business on February 28, 2012 are entitled to notice of, and to vote at, this meeting or any adjournment thereof. We direct your attention to the attached proxy statement for more complete information regarding the matters to be acted upon at the annual meeting.

By order of the Board of Directors,

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

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HANCOCK HOLDING COMPANY

PROXY STATEMENT

FOR

ANNUAL MEETING TO BE HELD ON APRIL 5, 2012

We are providing these proxy materials in connection with the solicitation by the Board of Directors of Hancock Holding Company of proxies to be voted at the Company’s Annual Meeting of Shareholders (the annual meeting) to be held on April 5, 2012, and at any adjournments or postponements of the annual meeting. We will begin mailing the notice of annual meeting, this proxy statement, the 2011 annual report and the proxy card to our common stock shareholders on or about March 7, 2012 and will bear the cost of soliciting proxies. Directors, officers and regular employees of the Company and its banking subsidiaries, Hancock Bank and Whitney Bank, may solicit proxies by mail, telephone, facsimile machine or personal interview, but will not receive additional compensation for such solicitations. We retained Morrow & Co., LLC, 470 West Avenue, Stamford, CT 06902 at an approximate fee of $7,000, plus associated costs and expenses, to assist in the soliciting of proxies.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on April 5, 2012. The notice of annual meeting, proxy statement, proxy card and the 2011 annual report for the period ending December 31, 2011, are available at http://www.snl.com/irweblinkx/FinancialDocs.aspx?iid=100308.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Where and when is the annual meeting?

We will hold the annual meeting on April 5, 2012, at 10:00 a.m. local time at One Hancock Plaza, 2510 14^th Street, Gulfport, Mississippi. To obtain directions to attend the annual meeting and vote in person, please contact Investor Relations by telephone at (504) 299-5208 or toll free at (800) 347-7272, ext. 5208, or by email at trisha_carlson@hancockbank.com

Who may vote at the annual meeting?

The Board set February 28, 2012 as the record date for the annual meeting. If you owned Company common stock at the close of business on February 28, 2012, you may vote at the annual meeting. You are entitled to one vote for each share of common stock you held on the record date, including shares:

How many shares must be present to hold the annual meeting?

A majority of the Company’s outstanding shares of common stock as of the record date must be present at the annual meeting to hold the meeting and conduct business. This is called a quorum. On the record date, there were 85,764,252 shares of Company common stock outstanding and entitled to vote. Accordingly, 42,882,127 shares of our common stock constitute a quorum. Shares that are voted, broker nonvotes (as described below) and shares for which voting authority is withheld are treated as being present at the annual meeting for purposes of determining whether a quorum is present. Your shares are counted as present at the annual meeting if you:

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What proposals will be voted on at the annual meeting?

There are three proposals scheduled to be voted on at the annual meeting:

How many votes are required to approve these proposals?

Directors will be elected (Proposal No. 1) by a plurality of the votes cast at the annual meeting, pursuant to Mississippi law and the Company’s Bylaws. This means that the nine nominees who receive the largest number of “FOR” votes will be elected as directors. The approval, on an advisory basis, of the compensation of our named executive officers (Proposal No. 2) will be approved if a majority of the votes actually cast with respect to that proposal are voted in favor. Your vote on Proposal No. 2 is advisory and will not be binding on our Board and will not overrule any Board decision related to compensation. However, the Compensation Committee will consider the outcome of the vote on Proposal No. 2 when considering future executive compensation arrangements. The ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the books of the Company and its subsidiaries for 2012 (Proposal No. 3) must be approved by a majority of the votes actually cast on that proposal.

What if I don’t vote for a proposal? On which proposals may my shares be voted without receiving voting instructions from me?

If you properly execute and return a proxy or voting instruction card, your stock will be voted as you specify.

If you are a shareholder of record and you make no specifications on your returned proxy card, your shares will be voted in accordance with the recommendations of our Board of Directors, as provided below.

If you are a beneficial owner of shares held in street name, under the rules of the New York Stock Exchange (NYSE), which Nasdaq adopted, your broker or nominee may generally vote your shares on routine matters without receiving voting instructions from you, but cannot vote your shares on nonroutine matters. If your broker or nominee does not receive instructions from you on how to vote your shares on a nonroutine matter, the proxies will not have the authority to vote on such matter with respect to your shares. This is generally referred to as a “broker nonvote.”

The ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2012 is a routine matter. However, the election of directors and the approval, on an advisory basis, of the compensation of our named executive officers are nonroutine matters under the rules of the NYSE. Your broker or other nominee cannot vote your shares on these matters without instructions from you. If you do not provide voting instructions to your broker or nominee on these matters, your shares will be considered broker nonvotes and will not be voted on such matters.

How are votes counted?

You may either vote “FOR” or “WITHHOLD” authority to vote for each nominee for the Board (Proposal No. 1). To withhold authority for any nominee, you may line through or otherwise strike out the name of that nominee. If you withhold authority to vote with respect to any nominee, your shares will count for the purpose of establishing a quorum, but will have no effect on the election of that nominee. Similarly, broker nonvotes will count for purposes of establishing a quorum, but will not count as votes cast and will not affect the outcome of Proposal No.1.

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You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting with respect to the vote to approve, on an advisory basis, the compensation of our named executive officers (Proposal No. 2). With respect to Proposal No. 2, if you mark “abstain” on your proxy or attend the annual meeting and abstain from voting, your shares will count for the purpose of establishing a quorum, but will not count as votes cast and will not affect the outcome of Proposal No. 2. Similarly, broker nonvotes will count for the purpose of establishing a quorum, but will not count as votes cast and will not affect the outcome of Proposal No. 2.

You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting on the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2012 (Proposal No. 3). If you mark “abstain” on your proxy or attend the annual meeting and abstain from voting with respect to Proposal No. 3, your shares will count for the purpose of establishing a quorum, but will not count as votes cast and will not affect the outcome of Proposal No. 3. Similarly, broker nonvotes will count for the purpose of establishing a quorum, but will not count as votes cast and will not affect the outcome of Proposal No. 3.

If you sign and submit your proxy card without voting instructions, the proxies will vote your shares “FOR” each director nominee (Proposal No. 1), “FOR” approval, on an advisory basis, of the compensation of our named executive officers (Proposal No. 2) and “FOR” the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2012 (Proposal No. 3).

How does the Board recommend that I vote?

The Board recommends that you vote “FOR” each of the nominees, “FOR” the approval, on an advisory basis, of the compensation of our named executive officers and “FOR” the ratification of the selection of PricewaterhouseCoopers LLP.

How do I vote my shares without attending the annual meeting?

Whether you hold shares in your own name, in street name or through the Whitney 401(k) plan, you may direct your vote without attending the annual meeting. If you are a shareholder of record (except for shares held through the Whitney 401(k) plan, which must be voted by mail), you may vote by granting a proxy in either of the following ways:

For shares held in street name, you should follow the voting directions your broker or nominee provides. You may complete and mail a voting instruction card to your broker or nominee or, if permitted by your broker or nominee, submit voting instructions on the Internet. If you provide specific voting instructions, your broker or nominee will vote your shares as you direct.

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If you are a participant in the Whitney 401(k) plan, see “What if I hold shares through the legacy Whitney 401(k) plan?” immediately below for instructions on how to vote such shares.

What if I hold shares through the legacy Whitney 401(k) plan?

Certain participants in the Whitney 401(k) plan hold shares of our common stock through the Whitney 401(k) plan and must vote these shares by mail to be counted at the meeting. If you hold shares of our common stock through this plan, you will receive a separate yellow proxy card, and you may vote by granting a proxy by mail as follows:

How do I vote my shares in person at the annual meeting?

If you choose to vote in person at the annual meeting:

At the appropriate time during the annual meeting, we will ask the shareholders present whether anyone wishes to vote in person. You should raise your hand at this time to receive a ballot to record your vote.

Even if you plan to attend the annual meeting, we encourage you to vote by Internet or mail so your vote will be counted if you later decide not to attend the annual meeting.

What does it mean if I receive more than one set of proxy materials?

If you receive more than one proxy card, it means you hold shares registered in more than one name, through multiple street name accounts, or that you hold shares through the Whitney 401(k) plan in addition to other shares. To ensure that all of your shares are voted, sign and return each proxy card, or if you vote by Internet, vote separately for each proxy card you receive.

May I change my vote?

Yes. Your proxy may be revoked or changed at any time before it is voted by notice in writing to our Corporate Secretary, by our timely receipt of another proxy with a later date, or by voting in person at the annual meeting. Written notice should be provided to Joy Lambert Phillips, our Corporate Secretary, at or before the annual meeting. Ms. Phillips’ office is located in One Hancock Plaza, 2510 14^th Street, Suite 610, Gulfport, Mississippi 39501. The notice must be received prior to the exercise of the proxy.

If you hold shares in street name, you must follow your broker’s instructions to change your vote.

Is the annual meeting location accessible to people with disabilities?

Yes. One Hancock Plaza, where the meeting will be held, offers access for people using wheelchairs.

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How do I get additional copies of SEC filings?

Copies of the Company’s financial reports, including its reports to the Securities and Exchange Commission (the SEC) filed on Forms 10-K and 10-Q, with financial statements and financial statement schedules but without exhibits, are available without cost by sending your written request to: Trisha V. Carlson, Manager, Investor Relations, Hancock Holding Company, P. O. Box 4019, Gulfport, MS 39502, or by calling (504) 299-5208 or toll free (800) 347-7272, ext. 5208, or by sending an e-mail to the following address: trisha_carlson@hancockbank.com.

Copies of SEC filings, including exhibits, can also be obtained free of charge by clicking on “SEC Filings” under “Investor Relations” on our website at www.hancockbank.com. This website address is provided for your information and convenience. Our website is not incorporated into this proxy statement and should not be considered part of this proxy statement. You can obtain a copy of any listed exhibit to a Form 10-K or Form 10-Q by sending your written request to the contact and address furnished above. We will furnish the copy upon payment of a fee.

Who are our Executive Officers?

The names, ages, positions and business experience of our executive officers, except for Messrs. Chaney and Hairston, are listed below. Because they are also members of our Board, the information about Messrs. Chaney and Hairston appears under the heading “Board of Directors.”

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

The Company’s Articles of Incorporation provide for a Board of at least nine (9) directors classified into three (3) classes of directors. As of December 31, 2011, the number of directors was 19. By Board resolution, the Board size has been reduced to 18 directors, effective as of the date of the annual meeting. Nine directors will be elected at this year’s annual meeting. The Board nominated the following persons for election as directors at the annual meeting upon the recommendation of the Nominating and Corporate Governance Committee (the Nominating Committee): Richard B. Crowell, Hardy B. Fowler, John M. Hairston, Terence E. Hall, James H. Horne, Jerry L. Levens, R. King Milling, Eric J. Nickelsen, and Christine L. Pickering. Mr. Bankston’s term as a director will expire at the annual meeting, and he will not stand for re-election.

Messrs. Crowell, Fowler, Hall, Milling and Nickelsen were appointed to the Board in June 2011 in connection with the consummation of the Company’s acquisition of Whitney Holding Company and in accordance with the terms of the merger agreement. Pursuant to the Mississippi law, these five (5) directors must stand for election by the shareholders at this annual meeting. Messrs. Crowell, Fowler and Nickelsen are nominated to serve a one-year term expiring at the Company’s 2013 annual meeting. Mr. Hall is nominated to serve a two-year term expiring at the Company’s 2014 annual meeting. Mr. Milling is nominated to serve a three-year term expiring at the Company’s 2015 annual meeting. In addition, Messrs. Hairston, Horne, Levens and Ms. Pickering, who were elected at prior shareholders’ meetings, are nominated to serve three-year terms expiring at the Company’s 2015 annual meeting. The Nominating Committee met in February 2012 to evaluate the nominees standing for election. Based on the Nominating Committee’s evaluation and with their recommendation, the Board approved the inclusion of the nominees on the Company’s proxy card and recommends that shareholders vote “FOR” all nine (9) nominees. In the event that any such nominee should be unable to accept the office of director, which is not anticipated, it is intended that the persons named in the proxy card will vote for the election of such person in the place of such nominee as the Board may recommend.

Nominations for the election to the Board may be made as set forth under the heading Nominating and Corporate Governance Committee on page 18 of this proxy statement.

INFORMATION ABOUT DIRECTOR NOMINEES

The following table sets forth information we obtained from the nominees about: (a) their principal occupations for the last five years; (b) directorships they hold or held within the last five years with other public companies; (c) their ages at February 28, 2012; (d) the year they were first elected as a director; and (e) a description of positions and offices they hold with the Company or the Banks (other than as a director), as applicable.

Nominees for a Term Expiring in 2013

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Nominee for a Term Expiring in 2014

Nominees for a Term Expiring in 2015

THE BOARD RECOMMENDS A “FOR” VOTE FOR ALL NOMINEES

INFORMATION ABOUT INCUMBENT DIRECTORS

The following table sets forth information we obtained from our incumbent directors with terms expiring in 2013 and 2014 about: (a) their principal occupations for the last five years; (b) directorships they hold or held within the last five years with other public companies; (c) their ages at February 28, 2012; (d) the year they were first elected as a director; and (e) a description of positions and offices they hold with the Company and the Bank (other than as a director), as applicable.

Incumbent Directors with Terms Expiring in 2013

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Incumbent Directors with Terms Expiring in 2014

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table shows the number of shares of our common stock beneficially owned as of December 31, 2011 by persons known by us to beneficially own more than 5% of the outstanding shares of our common stock. Where indicated, the information in the table is based on our review of filings with the SEC, and is determined under Rule 13d-1 of the Securities Exchange Act of 1934, as amended (the Exchange Act). Each person listed below has sole voting and investment power with respect to the shares beneficially owned unless otherwise stated.

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The following table shows the number of shares of our common stock beneficially owned as of December 31, 2011 by (i) our directors, (ii) our named executive officers, as defined below in “Compensation Discussion and Analysis,” and (iii) all of our directors and executive officers as a group. The information in the table is based on our review of filings with the SEC and information provided by the individuals. Each person listed below has sole voting and investment power with respect to the shares beneficially owned unless otherwise stated.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our executive officers and directors to file initial reports of ownership of the Company’s common stock, as well as reports of changes in ownership with the SEC. Based solely on a review of Forms 3, 4 and 5 and amendments thereto and on written representations from executive officers and directors to the Company, all required filings by such persons were timely made during 2011, except that, due to a Company administrative error, (i) certain of our executive officers (Messrs. Achary, Chaney, Francis, Hairston, Kendricks and Loper) each failed to file a Form 4 to report the delivery of shares to cover the withholding taxes due upon the vesting of restricted stock in January 2011, and (ii) Messrs. Estabrook, Hanna, Horne, Levens, Olinde and Topazi each filed one late Form 4 to report stock acquired in connection with deferrals.

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Board of Directors

The Company’s Board held 12 meetings in 2011. The Board currently consists of 19 directors. In February 2012, the Board set the size of the Board at 18 directors, including two employee directors, to be effective at the annual meeting. The Company’s Board has the power to expand or reduce its size at any time. The Board has determined that all 17 nonemployee directors (including Mr. Bankston, who is not standing for re-election at this annual meeting) are independent under applicable rules of Nasdaq. The independent directors are Alton G. Bankston, Frank E. Bertucci, Richard B. Crowell, Don P. Descant, James B. Estabrook, Jr., Hardy B. Fowler, Terence E. Hall, Randall W. Hanna, James H. Horne, Jerry L. Levens, R. King Milling, Eric J. Nickelsen, Thomas H. Olinde, John H. Pace, Christine L. Pickering, Robert W. Roseberry and Anthony J. Topazi.

During 2011, the Company’s independent directors continued their longstanding practice of convening executive sessions by having at least five (5) such sessions following the end of Board meetings. Messrs. Chaney and Hairston and all employees excused themselves from these executive sessions.

During 2011, all of the directors, except Messrs. Crowell and Milling, attended at least 75% of the aggregate number of meetings of the Board and the Committees of the Board on which they served. Messrs. Crowell and Milling, each of whom became Board members in June, were unable to attend the requisite number of meetings due to receipt of the Company’s meeting schedule mid-year, which conflicted with prior commitments. The Board has adopted Corporate Governance Guidelines that include the expectation that its directors attend each annual meeting. All directors, except one, attended the Company’s 2011 annual meeting.

Board Qualifications

Set forth below are each director’s particular experience, qualifications, attributes or skills that, when considered in the aggregate, led the Board to conclude that the person should serve as a director of the Company.

Alton G. Bankston has been a director of the Company since 2005. He was the owner of Bankston Paint Center, Inc., Biloxi, Mississippi from 1970 to 2007. He is the former president of the Greater Biloxi Economic Foundation and a past director of the Mississippi Gulf Coast Community College Board. Mr. Bankston is a

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current member of the University of Southern Mississippi President’s Advisory Board and the University of Southern Mississippi Foundation Board. Mr. Bankston has been an Advisory Director of Hancock Bank since 1995, bringing to it his knowledge of the Gulf Coast market and its economy.

Frank E. Bertucci has been a director of the Company since 2000. Since 1978, Mr. Bertucci has been employed with F.E.B. Distributing Co., Inc., a regional beverage wholesaler and currently serves as its President. Mr. Bertucci is also Chief Executive Officer of Capital City Beverage, Jackson, Mississippi, a beverage distributorship since 1943. He is a director of the Mississippi Malt Beverage Association in Jackson, Mississippi and a director of Fullhouse Venture Company L.P. of Gulfport, Mississippi. Mr. Bertucci’s companies are present throughout Mississippi, including the two largest markets in the state, one of which is the Gulf Coast region. Mr. Bertucci has been active in the U. S. Special Olympics organization, as well as a number of other charitable organizations throughout the Mississippi Gulf Coast market. He has been involved in the banking industry since 1995, when he became an Advisory Director of Hancock Bank, bringing to it his lifelong knowledge of the Mississippi Gulf Coast and its economy.

Carl J. Chaney has been a director of the Company since 2006. Mr. Chaney is President and Chief Executive Officer of Hancock Holding Company and has served as Chief Executive Officer since 2006; he has been President of Hancock Holding Company since 2008. He served as Chief Financial Officer and Executive Vice President of the Company, Hancock Bank, Gulfport, Mississippi and Hancock Bank of Louisiana from 1998 to 2006. Prior to joining the Company, Mr. Chaney was a bank merger and acquisition and regulatory attorney representing banks throughout 13 states in the Southeast and Southwest. Mr. Chaney serves on the Board of Directors of the Federal Reserve Bank of Atlanta, New Orleans Branch. He is a Director of Mississippi Power Company, Gulfport, Mississippi, where he serves as Chairman of the Compensation Committee and a member of the Controls and Compliance Committee. Mr. Chaney is Chairman of the Mississippi Banker’s Association; Treasurer and Director of the Mississippi Economic Council; and a Director of the Mississippi Partnership for Economic Development. He is a Director of the Gulf Coast Business Council; a Director of Gulf Coast Renaissance Corporation; a Board Member and former Chairman of the University of Mississippi Banking and Finance Advisory Council. Mr. Chaney is a course coordinator and instructor at the Graduate School of Banking at LSU and an instructor at the Mississippi School of Banking and the Alabama Banking School. Mr. Chaney is a frequent speaker at national conferences and conventions regarding the banking industry.

Richard B. Crowell has been a director of the Company since 2011. He is familiar with the Company’s largest Louisiana markets, has gained substantial knowledge about legacy Whitney’s operations and was its second longest serving director, making him an effective director of the Company. Mr. Crowell is an experienced attorney, and with his family was a substantial Whitney Holding Corporation shareholder. Mr. Crowell resides in Alexandria, Louisiana, which is the next largest metropolitan area in Louisiana north of Hancock’s market cities of Baton Rouge, Lafayette and Lake Charles. He has served as a director of Louisiana’s Public Affairs Research Council, which is headquartered in Baton Rouge. He joined the Whitney Holding Corporation Board in 1983 and served as Chairman of Whitney’s Audit Committee for more than 20 years. His tenure as director spans a full range of banking and economic cycles affecting the banking industry, including the Louisiana oil and gas boom and bust in the early 1980s, the nationwide real estate downturn in the late 1980s and early 1990s, the boom years of the later 1990s and finally the current economic climate. Mr. Crowell’s experience as an audit committee member includes his service on Cleco Corp’s audit committee; Cleco is a large, publicly held utility company headquartered in Pineville, Louisiana.

Don P. Descant has been a director of the Company since 2005. He is Chairman of the Board of a commercial general contracting firm licensed to do business in Louisiana and Mississippi. Established 48 years ago by his father, the business operations are managed by Mr. Descant and his three brothers. In addition to a lifelong career in commercial construction through competitive bidding, he has been involved in local and statewide leadership roles. He served as an elected member of the Bunkie City Council and served on the Bunkie General Hospital Board of Commissioners for 24 years. He is past president of Louisiana Associated General Contractors and presently serves on the organization’s legislative council. Mr. Descant is also a former member of the Louisiana

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Licensing Board for Contractors, and is currently chairman of the Avoyelles Parish Planning Commission. He has served on the Board of Whitney Bank (formerly Hancock Bank of Louisiana) since 1995, and has an extensive knowledge of banking and the Central Louisiana market of the Company.

James B. Estabrook, Jr., has been a director of the Company since 1995. He was appointed Chairman of the Board in 2009. Mr. Estabrook has broad regional and national experience in the automobile sales and finance industry, together with real estate experience and a wealth of knowledge as to the Gulf Coast region’s economy. Mr. Estabrook’s principal occupation has been as President of Estabrook Motor Co., Inc. since 1967. He also serves as President of Estabrook Automotive, Inc. These enterprises are successful multi-line automobile dealerships serving the Mississippi Gulf Coast markets. Mr. Estabrook also has served in leadership positions for several regional and national automobile industry related organizations and trade groups, including serving as Chairman of Ford Dealer Advertising Fund (Southern Quality Dealers), Chairman of the Ford Zone Dealer Council and past President and Director of the Mississippi Automobile Dealers Association. He serves as Secretary and Treasurer/Director of Versant Holding Company; President of Auto Credit, Inc. (automobile finance business), President, Estabrook Properties, LLC (real estate business), President, Falcon Leasing and Rental, Inc., (daily rental automobile business) and President of Gulf Coast Financial Corp., Inc; Pascagoula, Mississippi. Mr. Estabrook has also served on the boards of numerous economic development and business councils in addition to leadership positions in several civic and charitable groups. He has served as an Advisory Director of Hancock Bank since 1985.

Hardy B. Fowler has been a director of the Company since 2011. He has substantial financial and accounting expertise, as well as knowledge of and substantial connections with the Company’s largest market, New Orleans, all of which combine to make him an effective director of the Company. Mr. Fowler has substantial academic and professional credentials, including an undergraduate degree in finance and an MBA. He is also a Louisiana certified public accountant. He concluded a 34 year career at the international accounting firm of KPMG in September 2009, which included 25 years as a tax partner and service as the New Orleans office’s managing partner for the last seven years. In addition to advising KPMG’s clients in the New Orleans market for many years, his civic and community ties to New Orleans are significant, including service on the boards of the Bureau of Governmental Research, the Business Council of New Orleans, Junior Achievement and many other civic organizations including the Louisiana State University’s Tiger Athletic Foundation, Lambeth House and Trinity Episcopal School.

John M. Hairston has been a director of the Company since 2006. Mr. Hairston was named Chief Executive Officer of the Company in 2006, then Chief Executive Officer and Chief Operating Officer in 2008. He served as Chief Operations Officer and Executive Vice President of Hancock Bank and Hancock Bank of Louisiana from 1994 to 2006. Mr. Hairston serves as a Commissioner of the Mississippi Gaming Commission; gaming is an integral part of the economy of the Gulf Coast region. He is Chairman of the Mississippi Information Technology Services Board of Directors, is Chairman of the Gulf Coast Business Council’s Premier Destination Initiative, is Chairman of the Mississippi State University College of Business Executive Advisory Board, and serves on the Board of Trustees for the Ohr O’Keefe Museum, Gulf Coast Business Council, and Mississippi State Research and Technology Corporation. He is involved with the American Bankers Association as a member of the American Bankers Council and the American Bankers Government Relations Council. Mr. Hairston also serves on the faculty of the Louisiana State University Graduate School of Banking.

Terence E. Hall has been a director of the Company since 2011. He has substantial experience as an executive of a large public company engaged in an industry important to the Company and its markets, familiarity with several key Company markets, and educational and prior business experience, all of which make him an effective Company director. Mr. Hall joined the Whitney Holding Corporation Board in 2009 and served on its Executive Committee, Nominating and Corporate Governance Committee, and Compensation and Human Resources Committee. From 1995 to May 2010, Mr. Hall served as Chairman and CEO of Superior Energy Services, Inc. and currently serves as the company’s Chairman. Superior is a leading provider of specialized oilfield services and equipment, focused on serving the drilling and production-related needs of oil and gas companies, as well as

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the plug and abandonment and decommissioning services required at the end of a well’s life. Energy related lending — especially lending to support service activities such as those engaged in by Superior — is a significant industry segment for Hancock. Headquartered in Houston, Superior has facilities located in many of the same cities and towns in South Louisiana that host Whitney Bank’s locations. In addition to his experience at Superior, Mr. Hall’s qualifications as a Company director include his law degree and decade of experience as a practicing attorney, as well as the insights he gained over several years as an entrepreneur and business manager prior to founding Superior in 1987.

Randall W. Hanna has been a director of the Company since 2009. Mr. Hanna is the Chancellor of the Florida College System that serves approximately 900,000 higher education students through 28 institutions in Florida. The Florida College System is the primary access point for higher education in Florida and is the leading provider of workforce training in the state. Prior to being appointed chancellor in November 2011, Mr. Hanna served as Chairman and Managing Shareholder of Bryant Miller Olive, a legal firm with offices in Florida, Washington, D.C. and Atlanta. Under his leadership the firm became one of the leading firms in Florida, especially in the area of public finance. As an attorney, he worked on complex financial and economic development transactions throughout the entire State of Florida. Mr. Hanna has substantial knowledge of the Florida market. He is a member of the Florida Council of 100, past chairman of the Greater Tallahassee Chamber of Commerce, a former member of Florida A & M University Board of Trustees, a past chairman of the State Board of Community Colleges; and a past chairman of the Florida Board of Bar Examiners. He previously served as Special Counsel to United States Senator Bob Graham. He was named as one of the “Most Influential Floridians” by Florida Trend Magazine. Prior to being named as a Director of the Company, he served as a Director of Hancock Bank of Florida from 2007 to 2010.

James H. Horne has been a director of the Company since 2000. He has substantial real estate investment experience having been involved in the appraisal, management and development of real estate on the Mississippi Gulf Coast since 1974. He began his service on the Hancock Bank Board in 1995. He spent over 30 years as an MAI real estate appraiser on the Mississippi Gulf Coast, and he is a past president of the Mississippi Chapter of the Appraisal Institute. His extensive appraisal experience involved commercial and industrial properties, as well as timberlands. His appraisal expertise has been sought and utilized by banks throughout the Gulf Coast market. In addition to his appraisal career, Mr. Horne has been involved in the real estate development business, having developed subdivisions and a chain of self storage facilities on the Mississippi Gulf Coast and in the Mobile area, two important markets of the Company. He currently is the co-owner and President of Handy Lock Self Storage Centers (management and development), and he manages several large, industrial warehouses. He has served on the Loan Oversight Committee, Audit Committee, Operations Committee, Mergers and Acquisitions Committee and currently serves as the Chairman of the Nominating and Corporate Governance Committee, all of which have benefited from his extensive knowledge of the Mississippi Gulf Coast and its real estate market. This experience and expertise combine to make him an effective director of the Company.

Jerry L. Levens has been a director of the Company since 2009. He has substantial financial, accounting, auditing, professional and business experience that prepared him to serve on Hancock Holding Company’s Board of Directors and makes him an effective director. Prior to joining the Hancock Holding Company Board of Directors he served as a Director of Hancock Bank (Mississippi) in 2008. He currently serves as Chairman of the Board Risk Committee and is a member of the Audit Committee and the Credit Risk Management Subcommittee. Mr. Levens has worked in the accounting field since 1978 and has been a partner since 1992 at the regional CPA firm of Alexander, Van Loon, Sloan, Levens & Favre, PLLC, which is based on the Mississippi Gulf Coast. He is the partner in charge of all the firm’s audit and assurance engagements. He has substantial academic and professional credentials, including an undergraduate degree in accounting from the University of Mississippi, a Mississippi certified public accounting license, and is also a certified fraud examiner. He is a member of the American Institute of Certified Public Accountants (AICPA) and was an elected member of its’ governing Council to represent the State of Mississippi CPAs. He is also a member and past president of the Mississippi Society of Certified Public Accountants (MSCPA) and was appointed by a former Governor to a five-year term on the Mississippi State Board of Public Accountancy and served one year as its chairman.

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Mr. Levens is also a member of the National Association of Corporate Directors (NACD) and Mississippi Gulf Coast Chamber of Commerce Foundation, Inc. where he is the current Chairman. He serves as the Treasurer of the Infinity Science Center, Inc., Chairman of the Financial Council for the Catholic Diocese of Biloxi, Inc., and the Chairman of the Pastoral Council at St. Thomas the Apostle Catholic Church. At the University of Mississippi, Mr. Levens serves on the E. H. Patterson School of Accountancy Professional Advisory Council and on the Board of Directors of the University’s Alumni Association. He has received numerous awards and commendations for his civic and business activities.

R. King Milling has been a director of the Company since 2011. He has substantial knowledge of all assets and liabilities held by Whitney Holding Corporation, now part of Hancock Holding Company, including its customers and the New Orleans, Houston, Mobile, Tampa and Pensacola markets. His banking expertise and prominence in civic and governmental initiatives are important to the Company’s south Louisiana markets and combine to make him an effective director of the Company. Mr. Milling was elected to the Whitney Holding Corporation Board in 1978 and served as President from 1984 to 2007 and as Vice Chairman from 2007 to 2008. Prior to his election as President, Mr. Milling had practiced law in New Orleans since 1965, thereby developing skills that serve him well as a director. A lifelong resident of New Orleans, his role as President allowed him to frequently visit customers and employees throughout the footprint. His involvement in civic and governmental initiatives important to the Company’s markets is extensive, including those with a focus on Louisiana’s eroding coastline and exposure to disasters like hurricanes Katrina and Rita in 2005. A partial list of his current contributions includes service as Chairman, Governor’s Advisory Commission on Coastal Restoration and Conservation since 2002; Member, Coastal Protection and Restoration Authority; Chairman, America’s WETLAND Foundation; and as a director of the Louisiana Disaster Recovery Foundation, LSU Health Sciences Center Foundation since 1999 and Dillard University since 1991.

Eric J. Nickelsen has served as a director of the Company since 2011. He has substantial knowledge of an important Company market, experience both as a real estate developer and banker, and knowledge gained during his decade-long tenure as a Whitney Holding Corporation director, all of which combine to make him an effective director of the Company. Mr. Nickelsen lives and works in Pensacola, Florida, which is part of the Company’s Florida panhandle market that extends east to Destin and Fort Walton. Prior to beginning his career in real estate development and numerous other businesses, Mr. Nickelsen was a banker, with varying responsibilities relating to operations and lending between 1966 and 1998. By the end of his banking career, Mr. Nickelsen led the Northwest Florida region for Barnett Bank in the capacity of Chairman, President and CEO. Mr. Nickelsen plays a prominent role in the Florida panhandle market, by serving as chairman of institutions such as the Pensacola Junior College Foundation, the University of West Florida Foundation, the Pensacola Area Chamber of Commerce, Rebuild Northwest Florida, Inc. and the Sacred Heart Health System (a large health organization operating three hospitals and other facilities in the Florida panhandle) and as chairman or director of numerous other civic and community groups. He has received numerous awards and commendations for his past civic and business activities. Mr. Nickelsen joined the Whitney Holding Corporation and the Whitney Bank Board in 2000 and gained knowledge of Whitney through his service on Whitney’s Executive Committee from 2000-2011, Audit Committee from 2002-2011, Compensation and Human Resources Committee from 2006-2011, Nominating and Corporate Governance Committee from 2005-2011 and lead director from 2009-2011.

Thomas H. Olinde was named a director of the Company in 2009. He has been a director of Whitney Bank (formerly Hancock Bank of Louisiana) since 2006. Mr. Olinde has been the President of Olinde Hardware and Supply Co., Inc. since 1997. He also serves as a Director of B. Olinde and Sons Co., Inc. and previously worked as a credit manager. Mr. Olinde currently serves as Chairman of the Furniture Marketing Group, the largest buying group in the country, and is currently a board member of the National Home Furnishings Association. Additionally, Mr. Olinde is a former member of the Broyhill Furniture National Dealer Council and past director of the National Coalition of Community and Justice. He is a recipient of the Volunteer Activist Award in the greater Baton Rouge area, an important market for the Company.

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John H. Pace was named a director of the Company in 2005. He served as President of Interstate Companies of Louisiana from 1964 until 1998. Interstate served all of Louisiana in sales to schools, hospitals, and offices. Mr. Pace also served as Director of Missco Corp. of Jackson, the holding company of Interstate Companies. Mr. Pace’s experience includes overseeing associated Missco companies in Arkansas, Alabama, Tennessee, Georgia, South Carolina and Florida, in addition to Louisiana. These states encompass several key markets of the Company. He served as director of the Council for a Better Louisiana for three years. He is an active Member of Young Presidents Organization and World Presidents Organization and was President of Louisiana YPO and served as Treasurer.

Christine L. Pickering has been a director of the Company since 2000. She has substantial financial and accounting expertise due to her experience as a licensed Certified Public Accountant for the past 25 years. Ms. Pickering has a great deal of experience as an Audit Committee member and has chaired the Audit Committee for the Company since 2004. Ms. Pickering has gained extensive knowledge of the Company during her tenure of more than a decade of experience as a director for the Company. Ms. Pickering is the owner of Christy Pickering, CPA since 1991. She is a member of the American Institute of Certified Public Accountants. Ms. Pickering is a director of Mississippi Power Company, Gulfport, Mississippi, where she serves as the Chair of the Controls and Compliance Committee. She is a Board member and Audit Committee Chair of Infinity, Inc., a Board member and Audit Committee Chair of Gulf Coast Renaissance Corporation, and a Trustee of the Mississippi Institutions of Higher Learning. She has been an Advisory Director of Hancock Bank since 1995. Her wealth of financial and accounting expertise combined with her extensive knowledge of the Gulf Coast market make her an effective director of the Company.

Robert W. Roseberry has been a director of the Company since 2001. He has substantial experience as a banker and has extensive knowledge of the Mississippi market, both of which make him an effective Company director. He is the retired, former President of the Northern Division of Hancock Bank from 2001 to 2007. Mr. Roseberry was the Chairman and Chief Executive Officer of Lamar Capital Corporation, which was acquired by Hancock Holding Company, from 1998 to 2001 and the President and Chief Executive Officer of Lamar Bank from 1986 to 1998. He is the owner of Pine Lake Farms, LLC. Mr. Roseberry served in various capacities with Lamar Bank from 1971 to 1986 and was a director of Lamar Bank from 1972 to 2001.

Anthony J. Topazi has been a director of the Company since 2007. Mr. Topazi is currently the Executive Vice President and Chief Operating Officer of Southern Company. Based in Atlanta, Southern Company is one of the largest generators of electricity in the nation, serving both regulated and competitive markets across the southeast in Mississippi, Alabama, Florida and Georgia. He served as President and Chief Executive Officer, Mississippi Power Company from 2004 to September 2010. Mr. Topazi served on the Board of the Federal Reserve Bank, New Orleans Branch until December 2010. Additionally, Mr. Topazi has held numerous executive leadership positions with Gulf Coast business, economic and service organizations. Mr. Topazi served as Chairman of Momentum Mississippi, a public-private partnership appointed by the Governor to enhance the State’s economic development future. He also served as chairman of the Gulf Coast Business Council, and as Chairman of the Gulf Coast Renaissance Corporation, which focuses on the redevelopment of the coastal communities and housing for the workforce. In addition to numerous other organizations Mr. Topazi has served as a board member of the Mississippi Economic Council, the Mississippi Partnership for Economic Development, the Gulf Coast Community Foundation, and the Mississippi Gulf Coast Chamber of Commerce. Mr. Topazi has served as Advisory Director of Hancock Bank since 2004.

Compensation of Directors

For information regarding the compensation of our directors, see “Executive Compensation — Compensation of Directors.”

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Board Committees

The Company has established four standing committees: Audit, Compensation, Nominating and Corporate Governance and Board Risk Management. The Board and each committee has the authority to consult with and retain independent legal, financial or other outside advisors, as each deems necessary and appropriate, without seeking approval of management.

The members of the Board and the standing committees on which each currently serves are identified below.

Audit Committee

The Audit Committee is currently comprised of Ms. Pickering (Chairperson) and Messrs. Levens, Olinde and Fowler. The Board has determined that Ms. Pickering and Messrs. Levens, Olinde and Fowler each meet the additional independence criteria under the rules and regulations of the SEC and the listing rules of Nasdaq for service on the Audit Committee. Although other members of the Audit Committee may qualify as “audit committee financial experts” as defined in applicable SEC regulations, the Board has designated Ms. Pickering, a practicing CPA, as its “Audit Committee financial expert.” The Audit Committee held four (4) meetings during 2011.

The Audit Committee is governed by a written charter, a copy of which is on the Company’s website under Investor Relations — Corporate Overview — Committee Charting at http://www.snl.com/irweblinkx/committeechart.aspx?iid=100308. Information regarding the functions of the Audit Committee is set forth in the “Audit Committee Report,” included on page 49 of this proxy statement.

Compensation Committee

The Company has a Compensation Committee, which is currently composed of independent directors (as the term independent is defined by Nasdaq) Frank E. Bertucci, (Chairperson), Don P. Descant, Terence E. Hall and

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Anthony J. Topazi. The Board has determined that the Compensation Committee members each meet the SEC’s and Internal Revenue Code’s additional independence criteria to serve on the Compensation Committee. The Compensation Committee met five (5) times in 2011.

The primary purpose of the Compensation Committee is to aid the Board in discharging its responsibilities relating to the compensation of the Company’s Chief Executive Officers, other officers of the Company and its subsidiaries having the rank of Executive Vice President or higher and who report directly to the Chief Executive Officers and any executive officer within the meaning of Section 16 of the Exchange Act. The Compensation Committee has overall responsibility for evaluating and approving the Company’s compensation plans, policies and programs. The Compensation Committee also oversees the preparation of and approves the annual report on executive compensation and the narrative disclosure of the Company’s risk management compensation for inclusion in the Company’s proxy statement. The Compensation Committee’s Charter appears on the Company’s website under Investor Relations — Corporate Overview — Committee Charting at http://www.snl.com/irweblinkx/committeechart.aspx?iid=100308. The Charter further outlines the Compensation Committee’s responsibilities and duties.

Nominating and Corporate Governance Committee

The Company has a Nominating and Corporate Governance Committee (the Nominating Committee). In 2011, the Nominating Committee consisted of three (3) independent directors (as the term independent is defined by Nasdaq rules): James H. Horne, John H. Pace (Chairperson), and Christine L. Pickering. Mr. Fowler replaced Mr. Pace on the Nominating Committee in January 2012 and Mr. Horne became Chairperson. The Nominating Committee held two (2) meetings in 2011. The Nominating Committee provides oversight on a broad range of issues surrounding the composition and operation of the Board of the Company and its committees. The Nominating Committee’s charter is available on the Company’s website under Investor Relations — Corporate Overview — Committee Charting at http://www.snl.com/irweblinkx/committeechart.aspx?iid=100308.

Nominations for election to the Board, other than those made by or at the direction of the Board, may be made by a shareholder by delivering written notice to the Corporate Secretary not less than 50 nor more than 90 days prior to the meeting at which directors are to be elected, provided that the Company has mailed the first notice of the meeting at least 60 days prior to the meeting date. If the Company has not given such notice, shareholder 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 shareholders, or (ii) the date on which public disclosure of such date was made.

The shareholder’s notice must set forth as to each nominee: (i) the name, age, business address and residence address of such nominee; (ii) the principal occupation or employment of such nominee; (iii) the class and number of shares of the Company’s common stock that are beneficially owned by such nominee; and (iv) any other information relating to such nominee as may be required under federal securities laws to be disclosed in solicitations of proxies for the election of directors. The shareholder’s notice must also set forth as to the shareholder giving notice: (i) the name and address of such shareholder and (ii) the class and amount of such shareholder’s beneficial ownership of the Company’s capital stock.

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

It is the Nominating Committee’s policy to consider director candidates recommended by shareholders who appear to be qualified to serve on the Company’s Board. The Nominating Committee may choose not to consider an unsolicited recommendation if no vacancy exists on the Board and the Nominating Committee does not perceive a need to increase the size of the Board. The Nominating Committee will consider only those director candidates recommended in accordance with the procedures set forth below.

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Procedures to be followed by Shareholders

To submit a recommendation of a director candidate to the Nominating Committee, in addition to the information set forth above, a shareholder should submit the following information in writing to Ms. Joy Lambert Phillips, Corporate Secretary, One Hancock Plaza, 2510 14^th Street, Suite 610, Gulfport, MS 39501:

1. All information relating to such person that is required to be disclosed in solicitations of proxies for election of directors pursuant to Regulation 14A under the Exchange Act;

2. The written consent of the person being recommended as a director candidate to being named in the proxy statement as a nominee and to serve as a director if elected;

3. As to the shareholder making the recommendation, the name and address, as they appear on the Company’s books, of such shareholder; provided, however, that if the shareholder is not a registered holder of the Company’s common stock, the shareholder should submit his name and address along with a current written statement from the record holder of the shares that reflects ownership of the Company’s common stock; and

4. A statement disclosing whether such shareholder is acting with or on behalf of any other person and, if applicable, the identity of such person.

Director Qualifications, Qualities, and Skills

The Nominating Committee has adopted a set of criteria that it considers when it selects individuals to be nominated for election to the Board. First, a candidate must meet any eligibility and qualification requirements set forth in any Company, Board or Committee governing documents.

The Nominating Committee believes that directors must demonstrate a variety of personal traits, leadership qualities, and individual competencies. The Nominating Committee will consider the following criteria in selecting nominees: integrity, honesty and reputation; financial, regulatory and business experience; familiarity with and participation in the local community; dedication to the Company and its shareholders; and independence. For individuals considered for Board leadership roles, the following skill sets are also required: communications skills, facilitation skills, crisis management skills, and relationship building/networking skills.

Diversity Considerations

The Corporate Governance Guidelines do not specifically define diversity. The Nominating Committee believes that the Board should have directors with diverse experience and business knowledge. In practice, the Nominating Committee has viewed diversity as the collective strength of experiences, skills, talents, perspectives, and cultures that each nominee would bring to the Board. Moreover, the Nominating Committee has focused on whether nominees will reflect the geographic and line of business diversity of the Gulf Coast markets and customers we serve.

Board Risk Management Committee

The Board Risk Management Committee is comprised of independent Company directors Jerry L. Levens (Chairperson), Richard B. Crowell, James B. Estabrook, Jr., James H. Horne, Eric J. Nickelsen and Robert W. Roseberry, as well as Hancock Bank directors Gordon L. Redd, Jr. and C. Richard Wilkins. The Board Risk Management Committee reviews the Company’s processes for identifying, assessing, monitoring, and managing credit risk, liquidity risk, market risk, operational risk, and reputational risk. The Board Risk Management Committee assesses the operational processes associated with the Company’s potential risk related to business recovery, compliance, corporate insurance, and legal. The Board Risk Management Committee may receive information from other committees as appropriate in fulfilling its risk management oversight function. The Board Risk Management Committee met four (4) times during 2011. The Board Risk Management Committee acts pursuant to a written Charter, a copy of which is available on the Company’s website under the Investor Relations — Corporate Overview — Committee Charting at http://www.snl.com/irweblinkx/committeechart.aspx?iid=100308.

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Board Leadership Structure and the Board’s Role in Risk Oversight

The Board solicits input and nominations from its members and elects one of its members as Chairman. The Chairman or the President presides over each Board meeting and performs such other duties as may be incident to the office. Although the bylaws and corporate governance guidelines would allow the Company’s Chairman to hold the position of Chief Executive Officer, it is the current policy of the Board to separate these offices. This separation allows the Chairman to maintain an independent role in management oversight.

The Board of the Company recognizes that risk management is an enterprise-wide responsibility. The Board oversees the Company’s corporate risk governance processes through its committees. The Board (or the appropriate committee in the case of risks that are under the purview of a particular committee) receives reports from the appropriate risk owner within the Company to enable it to understand the risk identification, risk management, and risk mitigation procedures. The Board Risk Management Committee assists the Board in the assessment and management of the Company’s policies, procedures and practices relating to liquidity risk, interest rate risk, credit risk, market risk, operational risk, and reputational risk. The Audit Committee reviews the Company’s systems to manage and monitor financial risk with management and internal audit. The Compensation Committee evaluates and manages any risks posed by compensation programs. In addition, the Board and executive management have appointed a Chief Risk Officer, who is a member of executive management, to support the risk oversight responsibilities of the Board and its committees and to involve management in risk management by establishing committees comprised of management personnel who are assigned responsibility for oversight of certain operational risks. The Chief Risk Officer reports to the Board each quarter on the Company’s enterprise-wide risk management system.

COMPENSATION DISCUSSION AND ANALYSIS

This section of the proxy statement describes and analyzes our executive compensation philosophy and program in the context of the compensation paid during our 2011 fiscal year to individuals who served as our Chief Executive Officers or Chief Financial Officer during the year, and to our three other most highly-compensated executive officers (our Named Executive Officers or NEOs). Our fiscal 2011 Named Executive Officers are:

Carl J. Chaney, President and CEO

John M. Hairston, CEO and Chief Operating Officer

Michael M. Achary, Chief Financial Officer

Joseph S. Exnicios, President, Whitney Bank

Suzanne C. Thomas, Chief Credit Officer, Whitney Bank

D. Shane Loper, Chief Risk and Administrative Officer

Later in this proxy statement under the heading, “Executive Compensation,” is a series of tables containing specific information about the compensation earned by or paid in 2011 to the Named Executive Officers. The discussion below is intended to help you understand the detailed information provided in those tables and put that information into context within our overall compensation program.

Executive Summary

Having grown in prior years primarily through internal expansion and through smaller acquisitions, 2011 was a pivotal year for us marked by the addition of $11.7 billion in assets with the acquisition of Whitney Holding Corporation (Whitney). On June 4, 2011, the Company acquired all of the outstanding common stock of

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Whitney, a bank holding company based in New Orleans, Louisiana, in a stock and cash transaction (the Merger). The integration of the management and accounting functions related to the Merger has been successful to date and continues to progress as scheduled with the assistance of integration teams consisting of legacy Whitney employees and Company associates, together with professional consultants who have been engaged to assist with these matters.

The Company currently has approximately $20 billion in assets and is the parent company of two wholly-owned subsidiaries, Hancock Bank, headquartered in Gulfport, Mississippi, and Whitney Bank, headquartered in New Orleans, Louisiana. For more information about our business, please see “Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the fiscal year ended December 31, 2011.

Overview of Fiscal 2011

As further discussed below, certain of the Company’s incentive compensation elements are based on goals measured by the financial performance of the Company, including net income growth, deposit growth and loan growth. During 2011, 100% of the performance goals for each of these measurement metrics were met by the Company. The Company’s financial and operational accomplishments for fiscal 2011 include the following highlights (attributable in large part to the Merger):

Executive Compensation Program Highlights

As discussed in greater detail below, our executive compensation program is designed to ensure an appropriate linkage between executive pay, Company performance, and shareholder results. Some highlights of our compensation program include:

Key actions taken in 2011 relating to Named Executive Officer compensation include the following:

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Objective of the Company’s Compensation Program

Our compensation program is designed to achieve the following objectives:

Role of the Compensation Committee

The Compensation Committee assists our Board in discharging its responsibilities relating to the compensation of our executive officers. The Compensation Committee is responsible for annually assessing the performance of our Named Executive Officers and for determining both their annual salary and incentive (short and long-term) compensation opportunities. Each of the four members of our Compensation Committee is independent as that term is defined under Nasdaq listing standards. The Compensation Committee from time to time retains independent executive compensation consultants to assist in evaluating the compensation practices at the Company and to provide advice and ongoing recommendations regarding executive compensation consistent with our business goals and pay philosophy. Historically, the Compensation Committee has engaged a compensation consultant only every other year to perform an executive compensation study and normally would not have utilized a consultant during 2011. However, due to the increased size of the organization as a result of the Merger, the Committee wanted to ensure the compensation program for our executives was reflective of the Company’s new size and each executive’s expanded scope of responsibility and, therefore, engaged Pearl Meyer & Partners, LLC (Pearl Meyer) during 2011 to provide executive compensation consulting services. The scope of Pearl Meyer’s executive compensation consulting assignments included a comparison of Hancock’s current levels of base salary, annual cash incentive opportunity and equity-based compensation to that paid by the banks in Hancock’s Peer Bank Group (listed below), which was revised after the Merger. The Compensation Committee utilized data developed by Pearl Meyer in its determination of whether each element of the executives’ compensation package was competitive with the market and to determine whether any adjustments were appropriate. This information was also used to establish the value of long-term incentives granted to the Named Executive Officers.

Role of Executives in Compensation Committee Deliberations

The Compensation Committee works closely with the Chief Risk and Administrative Officer and Human Resources, who provide administrative support to the Compensation Committee, as requested. Occasionally, executives may attend a Compensation Committee meeting to discuss Company and individual performance or to provide pertinent financial, tax, accounting, or operational information. Executives in attendance may provide their insights and suggestions, but only independent Compensation Committee members may vote on decisions regarding executive compensation.

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For each executive officer other than the Chief Executive Officers, the Chief Executive Officers make recommendations to the Compensation Committee regarding compensation decisions. The Compensation Committee reviews recommendations made by our Chief Executive Officers and information from the Pearl Meyer executive compensation review. These decisions are based on a variety of factors, including short and long-term Company performance, the officer’s level of responsibility, an assessment of individual performance and competitive market data. The Chief Executive Officers are excused from the meeting before decisions are made.

Role of Compensation Consultant and Review of Market Data

The Compensation Committee reviews and analyzes market data by Pearl Meyer to ensure that our executive officer compensation is competitive with the marketplace. We compare compensation paid to our executive officers with compensation paid to executive officers in similar positions at other banks of comparable size (the Peer Bank Group), and we use the market information to test the reasonableness of the compensation decisions we make. In 2011, the Peer Bank Group was revised to reflect the Company’s new size and scope due to the Merger. Hancock’s revised Peer Bank Group consists of the following 23 banks:

How We Determine and Assess Executive Compensation

We believe that the total compensation package available to our executives should be fair, balanced and competitive; it should provide enhanced levels of financial reward based on achieving higher levels of performance; and it should be designed to recognize and reward both short and long-term performance. After careful consideration and analysis of market survey data provided by our executive compensation consultant, we set our executive officer compensation at levels competitive within the Peer Bank Group. While the Compensation Committee considers many factors in setting executive compensation, generally the Compensation Committee strives to achieve a market position for an executive’s total compensation at approximately the upper quartile of the Peer Bank Group assuming the Company’s performance is consistent with that group.

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Consideration of Say-on-Pay Vote Results

At our 2011 annual meeting, we held our first non-binding shareholder advisory vote on executive compensation (say-on-pay). Our shareholders overwhelmingly approved our fiscal 2010 executive compensation, with more than 95% of voting shareholders casting their vote in favor of the say-on-pay resolution. While many of the significant fiscal 2011 compensation decisions had already been made at the time of the vote, the Compensation Committee was mindful of the strong support our shareholders expressed for our compensation program when making executive compensation decisions in the latter half of 2011, including base salary adjustments and long-term incentive awards. In making these executive compensation decisions, which are discussed more fully below, the Compensation Committee’s main considerations included our shareholders’ strong support for our 2010 executive compensation program, proposed adjustments to our program necessitated by the Merger, and the peer and market information provided by the Compensation Committee’s compensation consultant. The Compensation Committee will continue to consider our shareholders’ views when making executive compensation decisions in the future.

At our 2011 annual meeting the shareholders also approved the say-on-pay vote to be implemented once every three (3) years. Since the 2011 annual meeting, however, the Company has completed the Merger and there are now shareholders of the Company who were not shareholders at the time of the 2011 annual meeting and the say-on-pay vote. Considering these factors, the Company’s Board has voted to implement an annual say-on-pay vote beginning with the 2012 annual meeting.

Elements of Our Compensation Program

In 2011, our executive officer compensation program consisted of the following elements: base salary, annual cash incentives, long-term equity incentives, retirement benefits, severance protections and other benefits, including perquisites.

Base Salary

We provide base salaries to our executive officers as compensation for performing their day-to-day responsibilities. Base salaries are set based on a variety of factors, including competitive pay levels within our industry and the Peer Bank Group, internal pay alignment and equity, and an overall assessment of Company and individual performance. We rely heavily upon the salary survey data produced by Pearl Meyer to determine if the base salaries of our executives are competitive in the marketplace and also look at the actual performance of each executive to determine if base salary increases are warranted. We generally target the median of base salaries for similar positions paid by companies in our Peer Bank Group and within our industry as a whole when setting base salaries of the executive officers. The Compensation Committee may, however, set an executive salary above the market median if it determines that specific circumstances justify a base salary adjustment to a higher level.

As previously reported, after the executive compensation study conducted in 2010, the Compensation Committee had approved a second phase of compensation to be effective for June 1, 2011, providing the performance of the executive was maintained. With the change in the Company size and scope of responsibilities following the Merger, the Compensation Committee commissioned a new executive compensation study to be conducted by Pearl Meyer. After reviewing the results of the study and recommendations from Pearl Meyer, the Compensation Committee did not put in place the previously approved increases and instead adjusted salaries in June 2011 based on the new study information.

In 2011, the Compensation Committee approved base salary increases for the Named Executive Officers. These salaries were set by the Compensation Committee based on salary survey information contained in Pearl Meyer’s executive compensation review, which looked at the salary levels of comparable positions in the Peer Bank Group. Effective June 16, 2011, the following annual base salary increases were effective: Carl J. Chaney $100,000; John M. Hairston $100,000; Michael M. Achary, $62,000 and D. Shane Loper, $62,000. Suzanne C. Thomas received an annual base salary increase effective October 1, 2011 in the amount of $40,000.

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Following these adjustments, base salaries for the Named Executive Officers, as of December 31, 2011, were as follows: Mr. Chaney, $607,000; Mr. Hairston, $607,000; Mr. Achary, $355,000; Mr. Exnicios, $355,000; Ms. Thomas, $260,000; and Mr. Loper $355,000.

Annual Cash Incentive

The Company uses annual incentives to focus attention on current strategic priorities and drive achievement of short-term corporate objectives. The 2011 Management Incentive Plan was designed to focus executive officers towards improving two principle areas of performance: corporate and individual. To accomplish the focus, each of the two components is independently funded. The corporate component uses three (3) key performance measurement areas: net income growth, average annual deposit growth, and average annual loan growth.

Each individual in the plan is eligible for a target percentage of their base salary. Target annual cash incentives for 2011 for our Named Executive Officers were: Messrs. Chaney and Hairston 80%, Messrs. Achary and Loper 60%, Mr. Exnicios and Ms. Thomas 50%.

The corporate component is weighted based on the level of corporate responsibility and impact each executive’s position carries. The performance goals for the 2011 Management Incentive Plan corporate component were: Net Earnings of $101.7 million (60% of corporate component); Average Annual Deposits of $14.89 billion (20% of corporate component) and Average Annual Loans of $11.86 billion (20% of corporate component). These goals represent the target performance for a 100% completion of the corporate component. To determine the final completion percentage of the corporate component, the Compensation Committee uses two assessment measures: 1) actual corporate performance against the set corporate performance goals, and 2) the Company’s performance against the regional and top quartile peer group’s performance. Based on the Company’s performance against the regional and top quartile group’s performance, the Compensation Committee has the discretion to increase or decrease the completion percentage of the corporate component.

The 2011 actual corporate performance was: Net Earnings of $133.2 million, Average Annual Deposits of $15.71 billion and Average Annual Loans of $11.25 billion. For 2011, the Compensation Committee reviewed the actual corporate performance and the Company’s performance compared to regional and top quartile peers. Based on this review, the Committee approved a corporate component percentage of 155.18%. This approval was conditionally approved in November and ratified in January 2012 prior to payment based on confirmation of corporate performance. The individual goals in 2011 for each executive are: 1) leadership competency, 2) adherence to the Company’s core values, and 3) integration initiatives and support. The individual goals are subjectively assessed by the Compensation Committee and CEOs based on the performance of each executive in those areas.

For the year ended December 31, 2011, the following cash bonuses were awarded:

In addition to the cash bonuses paid for 2011 pursuant to the 2011 Management Incentive Plan, Messrs. Chaney, Hairston, Achary and Loper each received additional discretionary bonuses in recognition of the Merger-related integration efforts, and Mr. Exnicios and Ms. Thomas each received a retention payment under retention agreements entered into with the Company in connection with the Merger. These amounts are reflected on the Summary Compensation Table herein.

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Long-Term Incentives

The purpose of our long-term incentive program is to focus our executives on long-term Company goals, growth and creation of shareholder value. We further believe that equity ownership by our executive officers aligns executive interests with those of our shareholders. The Company uses a combination of stock options, restricted stock and performance stock awards as the vehicles for our long-term incentive compensation.

The Compensation Committee sets the target value of the equity awards granted as a percentage of each executive’s base salary, with the target percentage based upon the executive’s position. For 2011, the target value for each Named Executive Officer was: Messrs. Chaney and Hairston 120%, Messrs. Achary and Loper 75%, Mr. Exnicios and Ms. Thomas 35%. We believe this approach provides us greater control and consistency relative to the value of equity awards we grant each year. For 2011, 50% of the total value was awarded as stock options, 35% was awarded as restricted stock, and the remaining 15% was awarded as performance stock awards (PSA). The restricted stock is service vested restricted stock with a five (5) year cliff vest.

2010 PSA — We granted a PSA award in January 2011, which is reflected on the Summary Compensation Table and the Grants of Plan-Based Awards Table herein. This award was part of the 2010 long-term incentive program. The award has a one (1) year performance period that ended in December 2011, followed by a two (2) year service vesting period. The 2010 PSA performance metric was determined by the final completion of the corporate performance goals and the Company’s performance against the regional and top quartile peer group’s performance under our 2011 Management Incentive Plan. Based on the Company’s performance against the regional and top quartile group’s performance, the Compensation Committee could elect to increase or decrease the completion percentage of the corporate component. The completion percentage can range from 0% to 100%. At least one of the corporate performance goals must be met in order for any type of payout to occur. If this occurs, the Compensation Committee may elect to payout a percentage of the target award based on the performance goals for the 2011 Management Incentive Plan corporate component: 60% on Net Earnings, 20% on Average Annual Deposits and 20% on Average Annual Loans, and then the Compensation Committee’s comparison of the Company’s performance against top quartile and regional peers.

As noted above, based on the actual Company performance for 2011, the Compensation Committee approved a corporate component percentage of 155.18% resulting in 100% vesting of the performance element of the 2010 PSAs. These awards will payout following a two (2) year service vesting period.

2011 PSA — The PSA granted as part of the 2011 long-term incentive program has a grant date in January 2012. The Company first implemented a performance based equity award as part of our long-term incentive program in 2008, which utilized the corporate component from our annual cash incentive plan. During 2011, the Compensation Committee worked with Pearl Meyer to structure a different performance based vehicle for future grants, and in November 2011, approved the use of a three (3) year relative total shareholder return (TSR) performance metric to be used beginning in 2012 for performance stock awards. We believe the Relative TSR performance metric provides direct alignment of executive and shareholder interest. The payout level is determined based on relative rank among a 50 company peer group. If the Company’s performance is below the peer group’s 40^th percentile, no award will be earned. Performance at the 90^th percentile or higher against peers would result in a payout of 200% of target award. The PSA award approved in November 2011 had a January 2012 grant date, and is thus not reflected on the Grants of Plan-Based Awards Table herein.

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Our Named Executive Officers received the following long-term incentive awards for fiscal year 2011 (including PSAs granted in 2012). The table below also shows the PSAs granted in 2011 as part of the 2010 long-term incentive program:

In addition to annual awards granted under the Long-Term Incentive Plan for 2011 as indicated above, Mr. Exnicios and Ms. Thomas each received restricted stock awards as a part of their retention awards under retention agreements entered into with the Company in connection with the Merger. These restricted stock awards are reflected on the Summary Compensation Table and the Grant of Plan-Based Awards Table herein.

Retirement Benefits

Retirement benefits also play an important role within our overall executive compensation strategy because they provide financial security at retirement, which encourages executives to remain in the service of the Company over the long-term. We believe that our retirement program, including the benefits that can be earned based on service, is comparable to those offered by the companies in our Peer Bank Group. It continues to be an essential component in ensuring that our executive compensation program remains competitive.

During 2011, the Compensation Company maintained the following qualified and non-qualified retirement and deferred compensation plans that are available to our Named Executive Officers, certain of which were assumed by the Company in connection with the Merger:

Other Benefits and Perquisites

We seek to maintain a cost conscious culture in connection with the benefits we provide to our executive officers, consistent with our objective to tie a significant portion of executive compensation to Company performance. We provide our executive officers long-term disability insurance coverage that provides tax-free benefits. In addition, our Named Executive Officers receive modest perquisites, such as club memberships, free parking, and in the case of Messrs. Chaney, Hairston, Achary and Loper, a Company provided vehicle. The Company has a corporate aircraft that the Named Executive Officers may use periodically. As outlined in the Company’s Corporate Aviation Usage Policy, personal use of the aircraft is discouraged. However, any personal use of the aircraft, including a spouse flying to attend a business function, but not a formal part of the agenda, will trigger the calculation of imputed income according to IRS guidelines. In situations where a spouse is

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required to attend an event and is not a formal part of the agenda as outlined in the IRS code, the Company will pay to the NEO a grossed-up amount equal to the tax on the imputed income incurred by the NEO’s spouse. We believe the perquisites provided to our Named Executive Officers are reasonable in light of industry practices and perquisites available to executive officers of the companies in our Peer Bank Group. We review the perquisites provided to our executive officers on a periodic basis to ensure that we are providing benefits that align with our overall compensation goal of providing competitive compensation to our executive officers.

Employment Contracts and Change in Control Agreements

The Company does not have employment contracts with the NEOs. Messrs. Chaney, Hairston, Achary and Loper, however, each have change in control agreements that have been in place since 2006. The agreements, among other things, protect the executive’s employment for at least three (3) years following a change in control of the Company. The occurrence or potential occurrence of a change in control would create uncertainty regarding the continued employment of executive officers. By providing change in control agreements, we believe the uncertainty is removed or reduced allowing the executive officers to continue to focus and serve the shareholders in the best interest of the Company. Under the agreements, if the executive is terminated by the Company after the change in control, except for cause or as a result of the executive’s disability, then the executive is entitled to a severance payment equal to a percentage of base salary and bonus, which percentage varies depending on the executive’s agreement with the Company from 99% to 199%. The executive is also entitled to this severance payment if the executive resigns because of a material change in duties or relocation as the result of the change in control of the Company after notice and an opportunity to cure is provided to the Company. Pursuant to the change in control agreements, if the executive remains employed for a period of six (6) months following the change in control, he is also entitled to such severance payment upon a voluntary termination for any reason that occurs within the 30-day period immediately following the close of such six (6) month period.

Upon the Merger, Hancock wished to ensure the continued service of Mr. Exnicios and Ms. Thomas and entered into retention agreements with these two (2) executives. The retention agreements provide for a term of employment commencing with the completion of the Merger and concluding on the day following the third anniversary thereof. Mr. Exnicios’ retention agreement provides for an annual base salary of not less than $355,000, participation in Hancock’s incentive and benefit programs, a sign-on cash bonus of $532,500, payable within 30 days of consummation of the Merger, and a sign-on restricted stock grant with a grant date value of $532,500, which will vest at the conclusion of the term subject to Mr. Exnicios’ continued employment.

Ms. Thomas’ retention agreement provides for an annual base salary of not less than $220,000, participation in Hancock’s incentive and benefit programs, a sign-on cash bonus of $165,000, payable within 30 days of consummation of the Merger, and a sign-on restricted stock grant with a grant date value of $495,000, which will vest at the conclusion of the term subject to Ms. Thomas’ continued employment.

The retention agreements generally terminated most aspects of Mr. Exnicios’ and Ms. Thomas’ executive agreements with Whitney and Whitney National Bank that were in existence prior to the Merger. However, pursuant to the retention agreements, we assumed certain obligations under those prior agreements, such that in the event that either Mr. Exnicios or Ms. Thomas is involuntarily terminated without cause or resigns for “Good Reason” (see definition on page 43), during the term of the retention agreement, the executive will be entitled to the following benefits as outlined in such executive agreement: (1) a severance payment equal to 300% of the executive’s average compensation paid during the highest three out of five calendar years immediately preceding the Merger, (2) a payment equal to the executive’s target bonus for 2011 assuming all performance goals were achieved, (3) a payment equal to the amounts that would accrue under the Whitney National Bank qualified and non-qualified retirement plans or their successors for the three-year period immediately following termination, (4) continued medical coverage and life insurance for the executive and dependents until the earlier of coverage under Medicare Part B or coverage under a similar plan maintained by another employer, (5) the transfer of certain perquisites assigned to the executive and (6) reimbursement of any excise tax imposed on excess parachute payments as a result of such benefits unless such payments could be eliminated by a $50,000 reduction of such benefits, in which event, the benefits will be so reduced.

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Tax and Accounting Considerations

The Compensation Committee considers the tax and accounting implications in the design of its compensation programs. For example, in the selection of long-term incentive instruments, the Compensation Committee reviews the projected expense amounts and expense timing associated with alternative types of awards. The grant-date fair value of share-based awards that are settled in stock, such as restricted stock and performance shares, is expensed over the service period or vesting period of the grant. Section 162(m) of the Internal Revenue Code, as amended, prohibits us from deducting more than $1 million in compensation paid to certain executive officers in a single year. An exception to the $1 million limit is provided for “performance-based compensation” that meets certain requirements, including approval by our shareholders. Options granted under our equity incentive plans are structured to qualify as “performance-based compensation” and will be excluded in calculating the $1 million limit under Section 162(m). However, the Company retains the flexibility to pay compensation that is not eligible for such treatment under Section 162(m), and the remaining elements of our program do not qualify as performance-based compensation under Section 162(m) and are not deductible to the extent that they exceed the limit.

Stock Ownership Guidelines

We believe that the executive officers of our Company should maintain equity interests in the Company to ensure that they have a meaningful economic stake in the Company. We further believe that stock ownership closely aligns the executives’ and shareholders’ interests. Effective January 1, 2009, we adopted stock ownership guidelines that require our executive officers to maintain a certain level of ownership in our Company. Stock ownership is considered to be shares held by the executive or the executive’s spouse, including, without limitation, shares in the Dividend Reinvestment Plan, a brokerage account, 401(k) account, and the Non-Qualified Deferred Compensation Plan. The ownership guideline for the Chief Executive Officers is set at three (3) times base salary and all other NEOs are set at two (2) times base salary. The Compensation Committee established a three (3) year period during which each executive is required to achieve the ownership targets.

Risk Assessment of Compensation Policies and Practices

In connection with the Compensation Committee’s evaluation and review of the Company’s policies and practices of compensating its associates, including executives and nonexecutive associates, as such policies and practices relate to risk management practices and risk-taking, the Compensation Committee has determined that its compensation plans and practices are not likely to have a material adverse effect on the Company.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (CD&A) with executive management. Based on such review and discussion, on February 23, 2012, the Compensation Committee recommended to the Board of Directors that the 2011 CD&A be included in this proxy and in its Annual Report on Form 10-K for such fiscal year.

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

Frank E. Bertucci (Chairperson)

Don P. Descant

Terence E. Hall

Anthony J. Topazi

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EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

With respect to awards subject to performance conditions, the amounts are reported at a value based on the probable outcome of the performance conditions for the year. For 2011, the values reflected above for the probable outcome of the performance conditions are based on the same value as achievement of the highest level of performance. For 2010, the values of the performance awards reflected above are based on a 75% probable outcome of the performance conditions. The actual grant date value of the 2010 awards, assuming achievement of the highest level of performance conditions is: Mr. Chaney, $73,788; Mr. Hairston, $73,788 and Mr. Achary, $27,016. For 2009, the values reflected above for the probable outcome of the performance conditions are based on the same value as achievement of the highest level of performance.

The awards reflected for Mr. Exnicios include 16,620 shares of restricted stock and the awards, reflected for Ms. Thomas include 15,449 shares of restricted stock awarded as a portion of the retention bonus under the retention agreements entered into with the Company in connection with the Merger.

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2011 GRANTS OF PLAN-BASED AWARDS