Hancock Bank, along with some of its affiliated companies, maintains a pension plan (the “Pension Plan”) covering all full-time salaried employees (including executive officers of the Company who are also employees of the Banks) who have completed one (1) year of service and have attained 21 years of age.

The table set forth shows the estimated annual base payments payable under the present benefit formula to persons retiring upon attainment of age 65 in the indicated earnings classifications and with the indicated number of years of service for purposes of computing retirement benefits.

                                                  Pension Plan Table (1) (2) (3)

                                                          Years of Service
Renumeration($)             15          20          25           30          35          40           45           50
-----------------      ----------   ----------  ---------   ----------  ----------  ---------- ------------ ------------
  50,000                  10,398      15,852      20,055       24,258      28,461      32,664       36,868       41,071
100,000                   22,698      34,105      43,112       52,119      61,126      70,132       79,139       88,146
150,000                   34,998      52,359      66,169       79,980      93,790     107,600      121,411      135,221
200,000(2)                47,298      70,613      89,227      107,841     126,454     145,068   163,682(3)   182,296(3)
250,000(2)                47,298      70,613      89,227      107,841     126,454     145,068   163,682(3)   182,296(3)

(1) This table reflects the normal form of benefit under the Pension Plan, which is a life annuity with
    no payments guaranteed.
(2) The annual amount exceeds the IRC Section 415 limit of $160,000 for a life annuity. The Section 415
    limit is indexed so that these amounts may  eventually be paid.
(3) The table also reflects the IRC Section 401(a)(17) which limits compensation for Pension Plan purposes to $200,000 for 2003.

Earnings covered by the Pension Plan consist of base salary and do not include bonuses. The benefit amounts are not subject to reduction for social security benefits, but social security amounts were taken into account under the benefit formula. Covered compensation for the named executive officers as of the end of the last calendar year is: Schloegel $347,800; Seal $107,601; Webb $150,000; Chaney $180,360, and Hairston $168,200.

Assuming continued employment, the years of service at age 65 for Mr. Schloegel will be 46 years; Mr. Seal will be 42; Mr. Webb will be 47; Mr. Chaney will be 27, and Mr. Hairston will be 34 years.

Hancock Bank maintains an Executive Supplemental Reimbursement Plan ("ESR Plan") for members of the Banks' Management Committee. Currently, Leo W. Seal, Jr., George A. Schloegel, Charles A. Webb, Jr., Carl J. Chaney and John M. Hairston are five of the 8 members of the Management Committee. Under the ESR Plan, Hancock Bank will pay or reimburse each participating committee member up to $5,000 of expenses that the committee members incurs during each calendar year for life insurance, education, residential security systems and club dues. If the amount paid or reimbursed for a committee member is less than $5,000 for a calendar year, the unused portion will be contributed to the Executive's Deferred Compensation Plan for all members except Leo W. Seal, Jr. An administrative committee of at least three persons appointed by the Board of Directors of Hancock Bank administers and interprets the plan and has sole discretion to award any benefit to committee members.

The Company has deferred compensation agreements with Mr. Schloegel. Under the terms of these agreements upon retirement at or after normal retirement age, Mr. Schloegel will receive monthly benefits of $17,325 for 240 months. In the event of Mr. Schloegel's death, either before or after retirement, such benefits shall be paid to his beneficiaries. If Mr. Schloegel's employment terminates for any reason other than retirement at or after normal retirement age or death, no benefits will be paid under the deferred compensation agreements. The obligations of the Company under these agreements are unfunded and unsecured promises to pay.

On June 6, 2002, the Company adopted a death benefit arrangement for the benefit of Mr. Seal. Under the terms of the arrangement, the designated beneficiaries of Mr. Seal will receive a single-sum benefit. The amount of the death benefit is equal to $636,735, increased by $1,500 for each month of Mr. Seal's service on or after July 1, 2002, and adjusted for applicable investment returns. The Company has established a trust to fund its benefit obligation under the arrangement. As of December 31, 2003, the amount of the death benefit payable under the arrangement was $710,167.

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

                                   COMPARE 5-YEAR CUMULATIVE TOTAL RETURN
                                         AMONG HANCOCK HOLDING CO.,
                                  NASDAQ MARKET INDEX, AND CUSTOM PEER GROUP










                                      ASSUMES $100 INVESTED ON DEC. 31, 1998
                                           ASSUMES DIVIDEND REINVESTED
                                         FISCAL YEAR ENDING DEC. 31, 2003


Southeast Regional Bank Custom Peer group consisting of:
Alabama National Bancorp             First Charter Corp.                 United Bancshares, Inc. (WV)
BancorpSouth, Inc.                   Republic Bancshares, Inc.           Wesbanco Inc.
Capital City Bank Group              Simmons First National Corp.        Whitney Holding Corp.
City Holding Co. (WV)

Procedures to be followed by Stockholders

To submit a recommendation of a director candidate to the Nominating Committee, a shareholder should
submit the following information in writing, addressed to the Chairman of the Committee, care of Paul D.
Guichet, Vice President, Investor Relations, at the main office of the Company:

1. The name of the person recommended as a director candidate;

2. 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 Securities Exchange Act of 1934, as
amended;

3. 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;

4. 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 or her 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

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

Submitted by the Company's Audit Committee:

James H. Horne                 J. F. Boardman, Jr.           Christine L. Smilek

By Order of the Board of Directors

/s/ George A. Schloegel
-----------------------------------
George A. Schloegel
Chief Executive Officer


Dated:  January 29, 2004

APPENDIX A

AUDIT COMMITTEE CHARTER

APPENDIX B

HANCOCK HOLDING COMPANY
Audit and Non-Audit Service Pre-Approval Policy

(1) bookkeeping or other services related to the accounting records or financial statements of the audit
client;

(2) financial information systems design and implementation;

(3) appraisal or valuation services, fairness opinions, or contribution-in-kind reports;

(4) actuarial services;

(5) internal audit outsourcing services;

(6) management functions or human resources;

(7) broker or dealer, investment adviser, or investment banking services;

(8) legal services and expert services unrelated to the audit; and

(9) any other service that the Public Company Accounting Oversight Board determines, by regulation, is
impermissible.