[REVERSE OF NOTE]
HANCOCK WHITNEY CORPORATION
6.25% Subordinated Note due 2060
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Principal and Interest.
The Company promises to pay the principal of this Note on June 15, 2060.
The Company promises to pay interest on the principal amount of this Note on each Interest Payment Date, as set forth on the face of this Note, at the rate of 6.25% per annum.
Interest will be payable quarterly on each Interest Payment Date, commencing September 15, 2020, to the Holders of record of the Notes at the close of business on the Regular Record Date (whether or not a Business Day), as set forth on the face of this Note, immediately preceding each Interest Payment Date.
Interest on this Note will accrue from the most recent date to which interest has been paid or duly provided for on this Note (or, if there is no existing default in the payment of interest and if this Note is authenticated between a Regular Record Date and the next Interest Payment Date, from such Interest Payment Date) or, if no interest has been paid or duly provided for, from June 2, 2020. Interest will be computed on the basis of a 360-day year of twelve 30-day months.
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Indenture and Subordination.
This Global Security is one of a duly authorized issue of securities of the Company (herein called the Notes) issued under the Indenture, dated as of March 9, 2015 (the Base Indenture), as supplemented by the Supplemental Indenture No. 1, dated as of June 2, 2020 (the Supplemental Indenture and the Base Indenture, as supplemented by the Supplemental Indenture, the Indenture), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee. Capitalized terms used herein are used as defined in the Indenture unless otherwise indicated. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act. The Notes are subject to all such terms, and Holders are referred to the Indenture and the Trust Indenture Act for a statement of all such terms. To the extent permitted by applicable law, in the event of any inconsistency between the terms of this Note and the terms of the Indenture, the terms of the Indenture will control.
The Indebtedness evidenced by the Notes is, to the extent and in the manner set forth in the Indenture subordinate and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all Senior Indebtedness of the Company and each Holder of a Note, by accepting the same, agrees to and shall be bound by the provisions of the Indenture with respect thereto.
The Notes are general unsecured, subordinated obligations of the Company. The Notes will initially be limited to an original aggregate principal amount of $150,000,000, but additional Notes may be issued pursuant to the Indenture, and the originally issued Notes and any such additional Notes shall constitute a single series of Securities under the Indenture and the originally issued Notes and any such additional Notes shall vote together for all purposes as a single class.