Quarterly Report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2007

Commission file number 0-1026

WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)

Louisiana	72-6017893
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

228 St. Charles Avenue

New Orleans, Louisiana 70130

(Address of principal executive offices)

(504) 586-7272

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ü No __

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ü

Accelerated filer __

Non-accelerated filer __

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes __ No ü

As of July 31, 2007, 67,659,379 shares of the registrant’s no par value common stock were outstanding.

WHITNEY HOLDING CORPORATION

TABLE OF CONTENTS

			Page


PART I. Financial Information

	Item 1. Financial Statements:
		Consolidated Balance Sheets	1
		Consolidated Statements of Income	2
		Consolidated Statements of Changes in Shareholders’ Equity	3
		Consolidated Statements of Cash Flows	4
		Notes to Consolidated Financial Statements	5
		Selected Financial Data	13

	Item 2. Management’s Discussion and Analysis of Financial Condition
		and Results of Operations	14

	Item 3. Quantitative and Qualitative Disclosures about Market Risk		34

	Item 4. Controls and Procedures		34


PART II. Other Information

	Item 1. Legal Proceedings		35

	Item 1A.Risk Factors		35

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		35

	Item 3. Defaults upon Senior Securities		35

	Item 4. Submission of Matters to a Vote of Security Holders		35

	Item 5. Other Information		36

	Item 6. Exhibits		36


Signature			37

Exhibit Index			38

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PART 1. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	June 30			December 31
(dollars in thousands)	2007			2006
	(Unaudited)
ASSETS
Cash and due from financial institutions	$	256,263		$	318,165
Federal funds sold and short-term investments		395,128			314,079
Loans held for sale		23,920			26,966
Investment securities
Securities available for sale		1,638,784			1,612,513
Securities held to maturity, fair values of $268,810 and $273,793, respectively		271,487			273,580
Total investment securities		1,910,271			1,886,093
Loans, net of unearned income		7,368,404			7,050,416
Allowance for loan losses		(75,099	)		(75,927	)
Net loans		7,293,305			6,974,489

Bank premises and equipment		186,589			175,109
Goodwill		331,295			291,876
Other intangible assets		22,100			23,327
Accrued interest receivable		47,505			48,130
Other assets		141,891			127,646
Total assets	$	10,608,267		$	10,185,880

LIABILITIES
Noninterest-bearing demand deposits	$	2,736,966		$	2,947,997
Interest-bearing deposits		5,775,812			5,485,311
Total deposits		8,512,778			8,433,308

Short-term borrowings		594,257			499,533
Long-term debt		168,819			17,394
Accrued interest payable		24,199			17,940
Accrued expenses and other liabilities		99,274			104,743
Total liabilities		9,399,327			9,072,918

SHAREHOLDERS' EQUITY
Common stock, no par value
Authorized - 100,000,000 shares
Issued - 67,633,895 and 66,103,275 shares, respectively		2,800			2,800
Capital surplus		399,307			343,697
Retained earnings		846,037			812,644
Accumulated other comprehensive loss		(39,177	)		(41,015	)
Treasury stock at cost - 889 and 173,211 shares, respectively		(27	)		(5,164	)
Total shareholders' equity		1,208,940			1,112,962
Total liabilities and shareholders' equity	$	10,608,267		$	10,185,880
The accompanying notes are an integral part of these financial statements.

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WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
	Three Months Ended				Six Months Ended
	June 30				June 30
(dollars in thousands, except per share data)	2007		2006		2007			2006
INTEREST INCOME
Interest and fees on loans	$	140,170	$	124,710	$	274,429		$	238,160
Interest and dividends on investment securities
Taxable securities		18,714		16,856		37,054			32,354
Tax-exempt securities		2,271		2,320		4,577			4,572
Interest on federal funds sold and short-term investments		5,847		12,313		9,793			23,105
Total interest income		167,002		156,199		325,853			298,191
INTEREST EXPENSE
Interest on deposits		41,582		29,579		78,843			53,851
Interest on short-term borrowings		5,960		5,043		12,138			9,274
Interest on long-term debt		2,564		328		3,135			580
Total interest expense		50,106		34,950		94,116			63,705
NET INTEREST INCOME		116,896		121,249		231,737			234,486
PROVISION FOR CREDIT LOSSES		-		760		(2,000	)		2,720
NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES		116,896		120,489		233,737			231,766
NONINTEREST INCOME
Service charges on deposit accounts		7,578		6,965		14,668			13,482
Bank card fees		4,134		3,872		7,834			7,358
Trust service fees		3,264		2,775		6,371			5,295
Secondary mortgage market operations		1,228		1,332		2,412			2,952
Other noninterest income		7,893		6,299		16,861			13,332
Securities transactions		-		-		-			-
Total noninterest income		24,097		21,243		48,146			42,419
NONINTEREST EXPENSE
Employee compensation		40,598		35,545		79,329			70,983
Employee benefits		8,641		8,893		17,039			17,729
Total personnel		49,239		44,438		96,368			88,712
Net occupancy		8,733		6,967		16,880			12,913
Equipment and data processing		5,628		4,934		11,490			9,198
Telecommunication and postage		3,374		2,579		6,494			5,246
Corporate value and franchise taxes		2,379		2,252		4,759			4,396
Legal and other professional services		2,040		2,753		4,966			4,264
Amortization of intangibles		2,981		2,631		5,882			4,886
Other noninterest expense		14,287		16,379		28,266			32,458
Total noninterest expense		88,661		82,933		175,105			162,073
INCOME BEFORE INCOME TAXES		52,332		58,799		106,778			112,112
INCOME TAX EXPENSE		17,280		19,386		34,734			36,550
NET INCOME	$	35,052	$	39,413	$	72,044		$	75,562
EARNINGS PER SHARE
Basic	$	.52	$	.61	$	1.08		$	1.18
Diluted		.51		.60		1.06			1.16
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic		67,238,471		64,890,893		66,667,715			63,868,697
Diluted		68,284,392		66,197,108		67,723,408			65,080,031
CASH DIVIDENDS PER SHARE	$	.29	$	.27	$	.58		$	.54
The accompanying notes are an integral part of these financial statements.

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WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
								Accumulated
								Other
(dollars in thousands,	Common		Capital		Retained			Comprehensive			Treasury
except per share data)	Stock		Surplus		Earnings			Income (Loss)			Stock			Total
Balance at December 31, 2005	$	2,800	$	250,174	$	738,655		$	(21,223	)	$	(9,363	)	$	961,043
Comprehensive income:
Net income		-		-		75,562			-			-			75,562
Other comprehensive loss:
Unrealized net holding loss on securities,
net of reclassifications and tax		-		-		-			(15,754	)		-			(15,754	)
Total comprehensive income		-		-		75,562			(15,754	)		-			59,808
Cash dividends, $.54 per share		-		-		(34,889	)		-			-			(34,889	)
Stock issued in business combination		-		75,129		-			-			-			75,129
Stock issued to dividend reinvestment plan		-		89		-			-			1,228			1,317
Long-term incentive plan stock activity:
Performance-based restricted stock & units		-		4,514		-			-			(563	)		3,951
Stock options		-		4,097		-			-			127			4,224
Directors' compensation plan stock activity		-		912		-			-			1,269			2,181
Balance at June 30, 2006	$	2,800	$	334,915	$	779,328		$	(36,977	)	$	(7,302	)	$	1,072,764

Balance at December 31, 2006	$	2,800	$	343,697	$	812,644		$	(41,015	)	$	(5,164	)	$	1,112,962
Adjustment on adoption of FIN 48 (Note 13)		-		-		721			-			-			721
Adjusted balance at beginning of period		2,800		343,697		813,365			(41,015	)		(5,164	)		1,113,683
Comprehensive income:
Net income		-		-		72,044			-			-			72,044
Other comprehensive income:
Unrealized net holding loss on securities,
net of reclassifications and tax		-		-		-			(3,488	)		-			(3,488	)
Net change in prior service credit and
net actuarial loss on retirement plans,
net of tax (Note 8)		-		-		-			5,326			-			5,326
Total comprehensive income		-		-		72,044			1,838			-			73,882
Cash dividends, $.58 per share		-		-		(39,372	)		-			-			(39,372	)
Stock issued in business combination		-		48,298		-			-			-			48,298
Stock issued to dividend reinvestment plan		-		81		-			-			1,443			1,524
Long-term incentive plan stock activity:
Performance-based restricted stock & units		-		4,372		-			-			(86	)		4,286
Stock options		-		387		-			-			2,365			2,752
Directors' compensation plan stock activity		-		2,472		-			-			1,415			3,887
Balance at June 30, 2007	$	2,800	$	399,307	$	846,037		$	(39,177	)	$	(27	)	$	1,208,940

The accompanying notes are an integral part of these financial statements.

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WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Six Months Ended
	June 30
(dollars in thousands)	2007			2006
OPERATING ACTIVITIES
Net income	$	72,044		$	75,562
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of bank premises and equipment		8,648			7,063
Amortization of purchased intangibles		5,882			4,886
Share-based compensation earned		7,461			6,162
Premium amortization (discount accretion) on securities, net		511			(1,739	)
Provision for credit losses and losses on foreclosed assets		(1,950	)		3,049
Net gains on asset dispositions		(1,890	)		(322	)
Deferred tax expense (benefit)		(169	)		1,465
Net decrease in loans originated and held for sale		3,046			17,489
Net (increase) decrease in interest and other income receivable and prepaid expenses		(11,839	)		10,972
Net increase in interest payable and accrued income taxes and expenses		5,372			21,403
Other, net		3,356			2,730
Net cash provided by operating activities		90,472			148,720
INVESTING ACTIVITIES
Proceeds from sales of investment securities available for sale		34,663			45,815
Proceeds from maturities of investment securities available for sale		192,062			130,073
Purchases of investment securities available for sale		(223,827	)		(314,130	)
Proceeds from maturities of investment securities held to maturity		7,021			7,189
Purchases of investment securities held to maturity		(5,022	)		(3,505	)
Net increase in loans		(96,873	)		(25,182	)
Net (increase) decrease in federal funds sold and short-term investments		(82,304	)		31,319
Proceeds from sales of foreclosed assets and surplus property		3,734			1,882
Purchases of bank premises and equipment		(11,317	)		(13,541	)
Net cash paid in acquisition		(7,503	)		(33,992	)
Other, net		(1,776	)		7,228
Net cash used in investing activities		(191,142	)		(166,844	)
FINANCING ACTIVITIES
Net decrease in transaction account and savings account deposits		(481,883	)		(366,480	)
Net increase in time deposits		341,711			66,670
Net increase in short-term borrowings		68,961			137,696
Proceeds from issuance of long-term debt		149,738			-
Repayment of long-term debt		(4,150	)		(11,475	)
Proceeds from issuance of common stock		4,685			6,074
Purchases of common stock		(3,272	)		(3,165	)
Cash dividends		(37,825	)		(32,668	)
Other, net		803			1,803
Net cash provided by (used in) financing activities		38,768			(201,545	)
Decrease in cash and cash equivalents		(61,902	)		(219,669	)
Cash and cash equivalents at beginning of period		318,165			554,827
Cash and cash equivalents at end of period	$	256,263		$	335,158

Cash received during the period for:
Interest income	$	322,475		$	302,705

Cash paid during the period for:
Interest expense	$	88,563		$	62,197
Income taxes		36,500			7,500

Noncash investing activities:
Foreclosed assets received in settlement of loans	$	2,322		$	687

The accompanying notes are an integral part of these financial statements.

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WHITNEY HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Whitney Holding Corporation and its subsidiaries (the Company or Whitney). The Company’s principal subsidiary is Whitney National Bank (the Bank), which represents virtually all of the Company’s operations and net income. All significant intercompany balances and transactions have been eliminated in consolidation.

In preparing the consolidated financial statements, the Company is required to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of Whitney’s financial condition, results of operations, changes in shareholders’ equity and cash flows for the interim periods presented. These adjustments are of a normal recurring nature and include appropriate estimated provisions. Certain financial information for prior periods has been reclassified to conform to the current period’s presentation.

Pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), some financial information and disclosures have been condensed or omitted in preparing the consolidated financial statements presented in this quarterly report on Form 10-Q. These financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2006. Financial information reported in these financial statements is not necessarily indicative of the financial condition, results of operations or cash flows of any other interim or annual periods.

NOTE 2

MERGERS AND ACQUISITIONS

On March 2, 2007, Whitney completed its acquisition of Signature Financial Holdings, Inc. (Signature), the parent of Signature Bank, headquartered in St. Petersburg, Florida. Signature Bank operated seven banking centers in the Tampa Bay area and had approximately $270 million in total assets, including $220 million of loans, and $210 million in deposits at acquisition. The transaction was valued at approximately $61 million, with $13 million paid to Signature’s shareholders in cash and the remainder in Whitney common stock totaling 1.49 million shares. Applying purchase accounting to this transaction, the Company recorded goodwill of $39 million and a $4 million intangible asset for the estimated value of deposit relationships with a weighted-average life of 2.4 years. No other material adjustments were required to record Signature’s assets and liabilities at fair value.

In April 2006, Whitney acquired First National Bancshares, Inc. of Bradenton, Florida (Bradenton) and its subsidiary, 1 ^st National Bank & Trust, which also operated in the Tampa Bay area and had approximately $380 million in total assets, including a loan portfolio valued at $286 million, and $319 million in deposits at the acquisition date. Bradenton’s shareholders received 2.16 million shares of Whitney common stock and cash totaling $41 million, for a total transaction value of approximately $116 million. Intangible assets acquired in this transaction included $88 million of goodwill and $7 million assigned to the value of deposit relationships with a weighted-average life of 2.3 years.

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The acquired banking operations have been merged into the Bank. Whitney’s financial statements include the results from acquired operations since the acquisition dates.

NOTE 3

LOANS

The composition of the Company’s loan portfolio was as follows.

	June 30				December 31
(in thousands)	2007				2006
Commercial, financial and agricultural	$	2,825,051	38	%	$	2,725,531	38	%
Real estate – commercial, construction and other		3,259,290	44			3,094,004	44
Real estate – residential mortgage		935,851	13			893,091	13
Individuals		348,212	5			337,790	5
Total	$	7,368,404	100	%	$	7,050,416	100	%

NOTE 4

ALLOWANCE FOR LOAN LOSSES AND RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS, IMPAIRED LOANS AND NONPERFORMING LOANS

A summary analysis of changes in the allowance for loan losses follows.

	Three Months Ended						Six Months Ended
	June 30						June 30
(in thousands)	2007			2006			2007			2006
Allowance at beginning of period	$	76,912		$	89,209		$	75,927		$	90,028
Allowance of acquired bank		-			2,908			2,791			2,908
Provision for credit losses		500			1,000			(1,500	)		3,000
Loans charged off		(4,891	)		(13,514	)		(7,579	)		(17,143	)
Recoveries		2,578			1,112			5,460			1,922
Net charge-offs		(2,313	)		(12,402	)		(2,119	)		(15,221	)
Allowance at end of period	$	75,099		$	80,715		$	75,099		$	80,715

A summary analysis of changes in the reserve for losses on unfunded credit commitments follows. The reserve is reported with accrued expenses and other liabilities in the consolidated balance sheets.

	Three Months Ended						Six Months Ended
	June 30						June 30
(in thousands)	2007			2006			2007			2006
Reserve at beginning of period	$	1,900		$	540		$	1,900		$	580
Provision for credit losses		(500	)		(240	)		(500	)		(280	)
Reserve at end of period	$	1,400		$	300		$	1,400		$	300

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Information on loans evaluated for possible impairment loss follows.

	June 30		December 31
(in thousands)	2007		2006
Impaired loans
Requiring a loss allowance	$	32,404	$	38,308
Not requiring a loss allowance		14,080		12,950
Total recorded investment in impaired loans	$	46,484	$	51,258
Impairment loss allowance required	$	9,930	$	9,773

The following is a summary of nonperforming loans.

	June 30		December 31
(in thousands)	2007		2006
Loans accounted for on a nonaccrual basis	$	56,787	$	55,992
Restructured loans		-		-
Total nonperforming loans	$	56,787	$	55,992

NOTE 5

DEPOSITS

The composition of deposits was as follows.

	June 30		December 31
(in thousands)	2007		2006
Noninterest-bearing demand deposits	$	2,736,966	$	2,947,997
Interest-bearing deposits:
NOW account deposits		991,232		1,099,408
Money market deposits		1,182,291		1,185,610
Savings deposits		928,429		965,652
Other time deposits		853,364		750,165
Time deposits $100,000 and over		1,820,496		1,484,476
Total interest-bearing deposits		5,775,812		5,485,311
Total deposits	$	8,512,778	$	8,433,308

Time deposits of $100,000 or more include balances in treasury-management deposit products for commercial and certain other larger deposit customers. Balances maintained in such products totaled $698 million at June 30, 2007 and $486 million at December 31, 2006. Most of these deposits mature on a daily basis.

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NOTE 6

OTHER ASSETS AND ACCRUED EXPENSES AND OTHER LIABILITIES

The more significant components of other assets and accrued expenses and other liabilities were as follows.

	June 30		December 31
(in thousands)	2007		2006
*Other Assets*
Net deferred income tax asset	$	66,110	$	66,914
Low-income housing tax credit fund investments		14,380		15,639
Cash surrender value of life insurance		11,919		9,134
Prepaid expenses		12,975		7,283
Insurance claim receivable		-		5,489
Miscellaneous investments, receivables and other assets		36,507		23,187
Total other assets	$	141,891	$	127,646
*Accrued Expenses and Other Liabilities*
Accrued taxes and expenses	$	18,827	$	21,020
Dividend payable		16,251		14,704
Liability for pension benefits		30,483		21,318
Liability for postretirement benefits other than pensions		13,466		27,128
Reserve for losses on unfunded credit commitments		1,400		1,900
Deferred insurance settlement proceeds		2,169		-
Miscellaneous payables, deferred income and other liabilities		16,678		18,673
Total accrued expenses and other liabilities	$	99,274	$	104,743

See Note 10 for information on insurance matters related to the natural disasters that affected Whitney during 2005.

NOTE 7

LONG-TERM DEBT

The following is a summary of long-term debt.

	June 30		December 31
(in thousands)	2007		2006
Subordinated notes payable	$	149,745	$	-
Other long-term debt		19,074		17,394
Total long-term debt	$	168,819	$	17,394

In late March 2007, Whitney National Bank issued $150 million in subordinated notes with an interest rate of 5.875% and a maturity date of April 1, 2017. These notes qualify as capital for the calculation of the regulatory ratio of total capital to risk-weighted assets, subject to certain limitations as they approach maturity.

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NOTE 8

EMPLOYEE RETIREMENT BENEFIT PLANS

Retirement Income Plans

Whitney has a noncontributory qualified defined benefit pension plan covering substantially all of its employees, subject to minimum age and service-related requirements. Based on currently available information, the Company does not anticipate making a contribution to the plan during 2007. Whitney also has an unfunded nonqualified defined benefit pension plan that provides retirement benefits to designated executive officers. The components of net pension expense were as follows for the combined qualified and nonqualified plans.

	Three Months Ended						Six Months Ended
	June 30						June 30
(in thousands)	2007			2006			2007			2006
Service cost for benefits in period	$	2,067		$	1,964		$	4,149		$	3,990
Interest cost on benefit obligation		2,338			2,068			4,569			4,112
Expected return on plan assets		(2,673	)		(2,459	)		(5,351	)		(4,922	)
Amortization of:
Net actuarial loss		342			511			506			970
Prior service credit		(29	)		(29	)		(58	)		(58	)
Transition obligation		-			13			-			26
Net pension expense	$	2,045		$	2,068		$	3,815		$	4,118

Under the provisions of Statement of Financial Accounting Standards (SFAS) No.158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R) , that were effective as of the end of 2006, the gains or losses and prior service costs or credits with respect to a retirement benefit plan that arise in a period but are not immediately recognized as components of net periodic benefit expense are recognized, net of tax, as a component of other comprehensive income. The amounts included in accumulated other comprehensive income are adjusted as they are recognized as components of net periodic benefit expense in subsequent periods.

Health and Welfare Plans

Whitney has offered health care and life insurance benefit plans for retirees and their eligible dependents. The Company funds its obligations under these plans as contractual payments come due to health care organizations and insurance companies.

During the first quarter of 2007, Whitney amended these plans to eliminate postretirement health benefits for all participants other than retirees receiving benefits and those active participants who would be eligible to receive benefits by December 31, 2007 and to eliminate dental benefits for all participants. The amendment also froze the Company’s health care benefit subsidy at current levels and eliminated the life insurance benefit for employees who retire after December 31, 2007. The prior service credit and actuarial gains resulting from this amendment reduced Whitney’s liability for postretirement benefits other than pensions by approximately $14 million and increased other comprehensive income for 2007 by approximately $9 million on an after-tax basis.

Whitney recognized net periodic expense for postretirement benefits of less than $.1 million in the second quarter of 2007 and $.8 million in the second quarter of 2006. Year-to-date

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expense through June 30 was $.1 million in 2007 and $1.6 million in 2006. None of the individual components of the net periodic expense was individually significant for any period.

NOTE 9

SHARE-BASED COMPENSATION

Whitney maintains incentive compensation plans that incorporate share-based compensation. The plans for both employees and directors have been approved by the Company’s shareholders. Descriptions of these plans, including the terms of awards and the number of Whitney shares authorized for issuance, were included in Note 16 to the consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2006.

A new long-term incentive compensation plan for employees was approved by the shareholders at the Company’s annual meeting in April 2007. The new plan provides for substantially the same types of share-based compensation awards as the prior plan and authorizes the issuance of up to 3,200,000 Whitney common shares.

During June 2007, annual share-based compensation awards were made under the directors’ plan as follows.

			Grant Date
			Fair Value		Total
(dollars in thousands, except per share data)	Number Awarded		of Option or Stock		Share-based Compensation
Stock grant		8,100	$	30.10	$	244
Stock options		54,000		6.17		333

Directors’ stock grants are fully vested upon award, and their stock options are immediately exercisable and expire no later than ten years from the grant date. The exercise price for the directors’ options was set at $30.10, the closing market price for the Company’s stock on the grant date.

The Company recognized share-based compensation expense of $4.2 million ($2.7 million after-tax) in the second quarter of 2007 and $2.9 million ($1.9 million after-tax) in the second quarter of 2006. Share-based compensation expense was $8.0 million ($5.2 million after-tax) for the first six months of 2007 and $7.1 million ($4.6 million after-tax) for the comparable period in 2006.

NOTE 10

CONTINGENCIES

Legal Proceedings

The Company and its subsidiaries are parties to various legal proceedings arising in the ordinary course of business. After reviewing pending and threatened actions with legal counsel, management believes that the ultimate resolution of these actions will not have a material effect on Whitney’s financial condition, results of operations or cash flows.

Insurance Matters Related to Natural Disasters

Two strong hurricanes struck portions of Whitney’s service area in late-summer 2005. The Bank incurred a variety of costs to operate in disaster response mode, and a number of facilities and their contents were damaged by the storms, including sixteen that require replacement, relocation or major renovation. Whitney maintains insurance for casualty losses as

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well as for reasonable and necessary disaster response costs and certain revenue lost through business interruption. All significant disaster response costs have been incurred and included where appropriate in an insurance claim based on management’s understanding of the underlying coverage. The bulk of costs to replace or renovate facilities will be incurred in future periods, and these are included in the insurance claims as appropriate. Management projects that casualty claims arising from the 2005 storms will be within policy limits, and that gains will be recognized with respect to these claims in future periods; however, this is contingent upon reaching agreement with insurance carriers.

NOTE 11

OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS

To meet the financing needs of its customers, the Bank issues financial instruments which represent conditional obligations that are not recognized, wholly or in part, in the consolidated balance sheets. These financial instruments include commitments to extend credit under loan facilities and guarantees under standby and other letters of credit. Such instruments expose the Bank to varying degrees of credit and interest rate risk in much the same way as funded loans.

Revolving loan commitments are issued primarily to support commercial activities. The availability of funds under revolving loan commitments generally depends on whether the borrower continues to meet credit standards established in the underlying contract and has not violated other contractual conditions. A number of such commitments are used only partially or, in some cases, not at all before they expire. Nonrevolving loan commitments are issued mainly to provide financing for the acquisition and development or construction of real property, both commercial and residential, although many are not expected to lead to permanent financing by the Bank. Loan commitments generally have fixed expiration dates and may require payment of a fee. Credit card and personal credit lines are generally subject to cancellation if the borrower’s credit quality deteriorates, and many lines remain partly or wholly unused.

Substantially all of the letters of credit are standby agreements that obligate the Bank to fulfill a customer’s financial commitments to a third party if the customer is unable to perform. The Bank issues standby letters of credit primarily to provide credit enhancement to its customers’ other commercial or public financing arrangements and to help them demonstrate financial capacity to vendors of essential goods and services. A substantial majority of standby letters of credit outstanding at June 30, 2007 have a term of one year or less.

The Bank’s exposure to credit losses from these financial instruments is represented by their contractual amounts. The Bank follows its standard credit policies in approving loan facilities and financial guarantees and requires collateral support if warranted. The required collateral could include cash instruments, marketable securities, accounts receivable, inventory, property, plant and equipment, and income-producing commercial property. See Note 4 for a summary analysis of changes in the reserve for losses on unfunded credit commitments.

A summary of off-balance-sheet financial instruments follows.

	June 30		December 31
(in thousands)	2007		2006
Commitments to extend credit – revolving	$	2,296,711	$	2,261,861
Commitments to extend credit – nonrevolving		506,221		471,264
Credit card and personal credit lines		552,983		528,276
Standby and other letters of credit		417,003		385,478

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NOTE 12

EARNINGS PER SHARE

The components used to calculate basic and diluted earnings per share were as follows.

	Three Months Ended				Six Months Ended
	June 30				June 30
(dollars in thousands, except per share data)	2007		2006		2007		2006
Numerator:
Net income	$	35,052	$	39,413	$	72,044	$	75,562
Effect of dilutive securities		-		-		-		-
Numerator for diluted earnings per share	$	35,052	$	39,413	$	72,044	$	75,562
Denominator:
Weighted-average shares outstanding		67,238,471		64,890,893		66,667,715		63,868,697
Effect of potentially dilutive securities
and contingently issuable shares		1,045,921		1,306,215		1,055,693		1,211,334
Denominator for diluted earnings per share		68,284,392		66,197,108		67,723,408		65,080,031
Earnings per share:
Basic	$	.52	$	.61	$	1.08	$	1.18
Diluted		.51		.60		1.06		1.16
Antidilutive stock options		747,750		7,873		552,858		3,958

NOTE 13

ACCOUNTING PRONOUNCEMENTS

The Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes on January 1, 2007. This interpretation clarifies that the benefit of a position taken or expected to be taken in a tax return should be recognized in a company’s financial statements when it is more likely than not that the position will be sustained based on its technical merits. FIN 48 also prescribes how to measure the tax benefit recognized and provides guidance on when a tax benefit should no longer be recognized as well as various other accounting, presentation and disclosure matters. The impact of initially adopting this new guidance was immaterial to Whitney’s financial position and results of operations, and the liability for unrecognized tax benefits from uncertain tax positions at June 30, 2007 is insignificant. Whitney recognizes interest and penalties, if any, related to income tax matters in income tax expense. The Company and its subsidiaries file a consolidated federal income tax return and various separate company state returns. With few exceptions, the returns for years before 2003 are not open for examination by federal or state taxing authorities.

The FASB issued Statement of Financial Accounting Standards (SFAS) No. 159, The Fair Value Option for Financial Assets and Financial Liabilities , in February 2007. This statement permits entities to choose to measure many financial instruments and certain other items at fair value, thereby reducing the earnings volatility caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This statement is effective for Whitney’s 2008 fiscal year. The Company has decided not to elect early adoption as permitted by the statement. The impact of implementing this statement cannot be determined until adoption.

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WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(Unaudited)
	Second Quarter				First Quarter			Second Quarter			Six Months ended June 30
(dollars in thousands, except per share data)		2007			2007			2006			2007			2006
QUARTER-END BALANCE SHEET DATA
Total assets		$	10,608,267		$	10,589,660		$	10,427,716		$	10,608,267		$	10,427,716
Earning assets			9,697,723			9,674,585			9,489,364			9,697,723			9,489,364
Loans			7,368,404			7,253,581			6,860,746			7,368,404			6,860,746
Investment securities			1,910,271			1,849,425			1,822,119			1,910,271			1,822,119
Noninterest-bearing deposits			2,736,966			2,757,885			3,087,502			2,736,966			3,087,502
Total deposits			8,512,778			8,524,235			8,623,661			8,512,778			8,623,661
Shareholders' equity			1,208,940			1,198,137			1,072,764			1,208,940			1,072,764
AVERAGE BALANCE SHEET DATA
Total assets		$	10,558,237		$	10,133,651		$	10,552,631		$	10,347,117		$	10,358,735
Earning assets			9,665,684			9,268,902			9,665,927			9,468,389			9,458,733
Loans			7,352,171			7,118,002			6,792,224			7,235,734			6,652,129
Investment securities			1,848,965			1,828,618			1,787,210			1,838,847			1,744,575
Noninterest-bearing deposits			2,743,566			2,725,139			3,142,496			2,734,404			3,166,671
Total deposits			8,479,666			8,221,857			8,790,845			8,351,475			8,667,387
Shareholders' equity			1,211,032			1,145,101			1,061,216			1,178,249			1,018,573
INCOME STATEMENT DATA
Interest income		$	167,002		$	158,851		$	156,199		$	325,853		$	298,191
Interest expense			50,106			44,010			34,950			94,116			63,705
Net interest income			116,896			114,841			121,249			231,737			234,486
Net interest income (TE)			118,444			116,397			122,804			234,841			237,548
Provision for credit losses			-			(2,000	)		760			(2,000	)		2,720
Noninterest income			24,097			24,049			21,243			48,146			42,419
Net securities gains in noninterest income			-			-			-			-			-
Noninterest expense			88,661			86,444			82,933			175,105			162,073
Net income			35,052			36,992			39,413			72,044			75,562
KEY RATIOS
Return on average assets			1.33	%		1.48	%		1.50	%		1.40	%		1.47	%
Return on average shareholders' equity			11.61			13.10			14.90			12.33			14.96
Net interest margin (TE)			4.91			5.08			5.09			4.99			5.06
Average loans to average deposits			86.70			86.57			77.26			86.64			76.75
Efficiency ratio			62.20			61.55			57.57			61.88			57.89
Allowance for loan losses to loans			1.02			1.06			1.18			1.02			1.18
Nonperforming assets to loans plus foreclosed
assets and surplus property			.81			.76			.83			.81			.83
Annualized net charge-offs to average loans			.13			(.01	)		.73			.06			.46
Average shareholders' equity to average assets			11.47			11.30			10.06			11.39			9.83
Shareholders' equity to total assets			11.40			11.31			10.29			11.40			10.29
Leverage ratio			8.90			9.02			7.82			8.90			7.82
COMMON SHARE DATA
Earnings Per Share
Basic		$	.52		$	.56		$	.61		$	1.08		$	1.18
Diluted			.51			.55			.60			1.06			1.16
Dividends
Cash dividends per share		$	.29		$	.29		$	.27		$	.58		$	.54
Dividend payout ratio			56.23	%		53.16	%		45.04	%		54.65	%		46.17	%
Book Value Per Share		$	17.88		$	17.76		$	16.31		$	17.88		$	16.31
Trading Data
High sales price		$	31.92		$	33.26		$	37.26		$	33.26		$	37.26
Low sales price			29.69			29.07			33.80			29.07			27.27
End-of-period closing price			30.10			30.58			35.37			30.10			35.37
Trading volume			13,035,329			16,256,098			13,719,163			29,291,427			28,130,291
Average Shares Outstanding
Basic			67,238,471			66,090,617			64,890,893			66,667,715			63,868,697
Diluted			68,284,392			67,156,190			66,197,108			67,723,408			65,080,031
Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
The efficiency ratio is noninterest expense to total net interest (TE) and noninterest income, excluding securities transactions.

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Item 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this discussion and analysis is to focus on significant changes in the financial condition of Whitney Holding Corporation and its subsidiaries (the Company or Whitney) from December 31, 2006 to June 30, 2007 and on their results of operations during the second quarters of 2007 and 2006 and during the six-month periods through June 30 in each year. Nearly all of the Company’s operations are contained in its banking subsidiary, Whitney National Bank (the Bank). This discussion and analysis is intended to highlight and supplement information presented elsewhere in this quarterly report on Form 10-Q, particularly the consolidated financial statements and related notes appearing in Item 1. This discussion and analysis should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2006.

FORWARD-LOOKING STATEMENTS

This discussion contains “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements provide projections of results of operations or of financial condition or state other forward-looking information, such as expectations about future conditions and descriptions of plans and strategies for the future. Forward-looking statements often contain words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “plan,” “predict,” “project” or other words of similar meaning.

The forward-looking statements made in this discussion include, but may not be limited to, (a) expectations expressed about insurance recoveries of storm-related casualty losses and repair and rebuilding costs; (b) expectations about Whitney’s operational resiliency in the event of natural disasters; (c) comments on conditions impacting certain sectors of the loan portfolio; (d) information about changes in the duration of the investment portfolio with changes in market rates; (e) statements of the results of net interest income simulations run by the Company to measure interest rate sensitivity; (f) discussion of the performance of Whitney’s net interest income assuming certain conditions; and (g) comments on expected trends or changes in expense levels for share-based compensation, retirement benefits and advertising and promotion.

Whitney’s ability to accurately project results or predict the effects of plans or strategies is inherently limited. Although Whitney believes that the expectations reflected in its forward-looking statements are based on reasonable assumptions, actual results and performance could differ materially from those set forth in the forward-looking statements.

Factors that could cause actual results to differ from those expressed in the Company’s forward-looking statements include, but are not limited to:

●	changes in economic and business conditions, including those caused by past or future natural disasters or by acts of war or terrorism, that directly or indirectly affect the financial health of Whitney’s customer base;
●	changes in interest rates that affect the pricing of Whitney’s financial products, the demand for its financial services and the valuation of its financial assets and liabilities;
●	changes in laws and regulations that significantly affect the activities of the banking industry and the industry’s competitive position relative to other financial service providers;

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●	technological changes affecting the nature or delivery of financial products or services and the cost of providing them;
●	Whitney’s ability to effectively expand into new markets;
●	the cost and other effects of material contingencies, including litigation contingencies and insurance recoveries;
●	Whitney's ability to effectively manage interest rate risk and other market risk, credit risk and operational risk;
●	Whitney’s ability to manage fluctuations in the value of its assets and liabilities and off-balance sheet exposure so as to maintain sufficient capital and liquidity to support its business;
●	the failure to attract or retain key personnel;
●	the failure to capitalize on growth opportunities and to realize cost savings in connection with business acquisitions;
●	management’s inability to develop and execute plans for Whitney to effectively respond to unexpected changes.

You are cautioned not to place undue reliance on these forward-looking statements. Whitney does not intend, and undertakes no obligation, to update or revise any forward-looking statements, whether as a result of differences in actual results, changes in assumptions or changes in other factors affecting such statements, except as required by law.

OVERVIEW

Whitney earned $35.1 million in the quarter ended June 30, 2007, compared to net income of $39.4 million for the second quarter of 2006. Per share earnings were $.51 per diluted share in 2007’s second quarter, compared to $.60 for the year-earlier period. For the first six months of 2007, Whitney earned $72.0 million, or $1.06 per diluted share, compared with net income of $75.6 million for the first half of 2006, or $1.16 per diluted share.

Mergers and Acquisitions

On March 2, 2007, Whitney completed its acquisition of Signature Financial Holdings, Inc. (Signature), the parent of Signature Bank. Signature’s banking subsidiary operated seven banking centers in the Tampa Bay area with approximately $270 million in total assets, including $220 million of loans, and $210 million in deposits at acquisition. The transaction was valued at approximately $61 million, with $13 million paid to Signature’s shareholders in cash and the remainder in Whitney common stock totaling 1.49 million shares. Whitney’s financial information includes the results from these acquired operations since the acquisition date.

Loans and Earning Assets

Total loans at the end of the second quarter of 2007 were up 7%, or $508 million, from the end of the second quarter of 2006, with approximately 3%, or $215 million, associated with the operations acquired with Signature. The organic loan growth between these periods was supported by economic and market conditions in Texas, Alabama and Whitney’s Louisiana markets outside the metropolitan New Orleans area. Over half of the organic growth was from commercial relationships other than real estate financing. A decrease in loans serviced from

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Florida operations was not unexpected in light of market conditions that are restraining the pace of new real estate financing in Florida.

Loans, including loans held for sale, comprised 76% of average earning assets in the second quarter of 2007 compared to 71% in the year-earlier period, when Whitney had deployed a significant portion of the funds from the deposit build-up following the 2005 hurricanes in short-term investments.

Deposits and Funding

Average deposits in the second quarter of 2007 were down 4%, or $311 million, compared to the second quarter of 2006, reflecting an anticipated reduction in the post-storm deposit accumulation which peaked around the end of the first quarter of 2006. Compared to the first quarter of 2007, average deposits increased 3%, or $258 million, in 2007’s second quarter, with approximately half from acquired deposits. Whitney was also able to attract new deposits in certain parts of its market area where banking relationships were disrupted by mergers of competitors.

Noninterest-bearing sources funded approximately 33% of earning assets for the second quarter of 2007. This percentage was down from 36% in the second quarter of 2006, but comparable to or slightly above pre-storm levels. Higher-cost interest-bearing funds funded 34% of average assets in 2007’s second quarter, compared to 28% in the year-earlier period, and up somewhat from pre-storm levels. This reflected a number of factors including the relative attractiveness of rates on these deposit products in response to higher market rates and increased use of Whitney’s treasury-management deposit products by commercial customers with excess liquidity. In addition, the Bank issued $150 million in subordinated notes in late March 2007 to augment its regulatory capital and enhance its capacity for future growth.

Net Interest Income

Whitney’s net interest income (TE) for the second quarter of 2007 decreased $4.4 million, or 4%, from the second quarter of 2006. The net interest margin (TE) was 4.91% for the second quarter of 2007, down 18 basis points from the year-earlier period. Average earning assets were stable between these periods, although there was a favorable shift in the mix of assets.

Net interest income (TE) for the second quarter of 2007 was up $2.0 million, or 2%, from the first quarter of 2007, with approximately half of this increase related to the additional day in the current period. Average earning assets increased 4% between these periods, mainly reflecting the Signature acquisition, while the net interest margin declined by 17 basis points, largely as a result of a shift in the funding mix, including an estimated 8 basis points related to the Bank's subordinated debt issue in late March 2007.

Provision for Credit Losses and Credit Quality

Whitney made no net provision for credit losses in the second quarter of 2007, compared to a $.8 million provision in the second quarter of 2006. Loan charge-offs, net of recoveries, totaled $2.3 million in 2007’s second quarter, or .13% of average loans on an annualized basis. This compared to net charge-offs of $12.4 million in the second quarter of 2006, which included the $12.3 million charge-off of one storm-impacted commercial relationship. The total of loans criticized through the Company’s credit risk-rating process decreased $23 million from March 31, 2007 through the end of the second quarter of 2007, although nonperforming loans increased $3.5 million over this same period.

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Noninterest Income

Noninterest income increased 13%, or $2.9 million, from the second quarter of 2006, with improvement noted in most recurring revenue sources. Deposit service charge income was up 9% compared to the second quarter of 2006. Some improved pricing was effective in the second quarter of 2007 and the Bank’s ability to generate deposit service charges had been limited in the second quarter of 2006 by the lingering post-storm deposit build-up. Increases were also registered for bank card fees, trust service fees, and fees from investment services and insurance operations, reflecting both internal growth and contributions from acquired operations.

Whitney recognized net gains on sales and other revenue from foreclosed assets totaling $1.2 million in the second quarter of 2007, an increase of $.9 million from the total recognized in the second quarter of 2006. The settlement of a pension liability from an acquired entity produced a gain of $.5 million in the second quarter of 2007.

Noninterest Expense

Noninterest expense in the second quarter of 2007 increased 7%, or $5.7 million, from 2006’s second quarter. Incremental operating costs associated with the Signature acquisition totaled approximately $1.8 million in the second quarter of 2007, and the amortization of intangibles acquired in this transaction added another $.5 million to expense for the current year’s second quarter.

Whitney’s