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: CHANEY CARL J (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-30	Common - Individual Investment Account	M	3729	—	Acquired	12297.66	Direct
2013-12-30	Common - Individual Investment Account	F	1132	$36.68	Disposed	11165.66	Direct
2013-12-30	Deferred Compensation Plan	A	414	—	Acquired	1755.6027	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	24479	Direct
Common Stock	18700	Indirect
Common Stock	381.05	Indirect
Common Stock	1324.95	Indirect
Common Stock-Dividend Reinvestment Program	10658.8	Direct

Footnotes

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

F2: Deferred shares in connection with the restricted stock grant awarded on December 30, 2008.

F3: Restricted Stock Award granted on December 30, 2008 has a five year vesting schedule.