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: HILL RICHARD T (EVP & Sr. Retail Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-30	Common - Individual Investment Account	M	1415	—	Acquired	17593.991	Direct
2013-12-30	Common - Individual Investment Account	F	430	$36.68	Disposed	17163.991	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-30	Restricted Stock Award	$41.56	M	1415	Disposed	2013-12-30	Common Stock (1415)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common - 401(k)	9712.894	Indirect
Common - Employee Stock Purchase Plan	1005.13	Direct
Common Stock	2539.3507	Direct
Common Stock-Dividend Reinvestment Program	658.55	Indirect
Common Stock-IRA	10000	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: Restricted Stock Awards granted on December 30, 2008 have a five year vesting schedule.