HANCOCK WHITNEY CORP — Director's Dealing 2014

Jan 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: HANCOCK HOLDING CO (HBHC)
CIK: 0000750577
Period of Report: 2013-12-30

Reporting Person: HAIRSTON JOHN M (Director, CEO & Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-30	Common Stock	M	3729	—	Acquired	55060.0002	Direct
2013-12-30	Common Stock	F	1207	$36.68	Disposed	51331.0002	Direct
2013-12-30	Deferred Compensation Plan	A	414	—	Acquired	6845.1479	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-30	Restricted Stock Award	$41.56	M	3729	Disposed	2013-12-30	Common Stock (3729)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	186.54	Indirect
Common Stock	186.54	Indirect
Common - 401(k)	10217.264	Indirect
Common Stock-Dividend Reinvestment Program	0.84	Direct

Footnotes

F1: Acquisition of shares upon vesting of a Restricted Stock Award granted on December 30, 2008.

F2: Withholding of shares for payment of tax liability.

F3: Deferred shares in connection with the restricted stock grant awarded on December 30, 2008.

F4: Restricted Stock Awards granted on December 30, 2008 have a five year vesting schedule.