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 September 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 October 31, 2007, 67,702,658 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	14

	Item 2. Management’s Discussion and Analysis of Financial Condition
		and Results of Operations	15

	Item 3. Quantitative and Qualitative Disclosures about Market Risk		36

	Item 4. Controls and Procedures		36


PART II. Other Information

	Item 1. Legal Proceedings		37

	Item 1A.Risk Factors		37

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		37

	Item 3. Defaults upon Senior Securities		37

	Item 4. Submission of Matters to a Vote of Security Holders		37

	Item 5. Other Information		37

	Item 6. Exhibits		37


Signature			38

Exhibit Index			39

PART 1. FINANCIAL INFORMATION

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

	September 30			December 31
(dollars in thousands)	2007			2006
	(Unaudited)
ASSETS
Cash and due from financial institutions	$	243,327		$	318,165
Federal funds sold and short-term investments		391,437			314,079
Loans held for sale		18,685			26,966
Investment securities
Securities available for sale		1,601,895			1,612,513
Securities held to maturity, fair values of $273,033 and $273,793, respectively		273,201			273,580
Total investment securities		1,875,096			1,886,093
Loans, net of unearned income		7,452,905			7,050,416
Allowance for loan losses		(82,135	)		(75,927	)
Net loans		7,370,770			6,974,489

Bank premises and equipment		186,256			175,109
Goodwill		331,295			291,876
Other intangible assets		19,247			23,327
Accrued interest receivable		50,334			48,130
Other assets		118,387			127,646
Total assets	$	10,604,834		$	10,185,880

LIABILITIES
Noninterest-bearing demand deposits	$	2,639,020		$	2,947,997
Interest-bearing deposits		5,748,215			5,485,311
Total deposits		8,387,235			8,433,308

Short-term borrowings		654,636			499,533
Long-term debt		168,683			17,394
Accrued interest payable		28,924			17,940
Accrued expenses and other liabilities		111,547			104,743
Total liabilities		9,351,025			9,072,918

SHAREHOLDERS' EQUITY
Common stock, no par value
Authorized - 100,000,000 shares
Issued - 67,662,928 and 66,103,275 shares, respectively		2,800			2,800
Capital surplus		403,666			343,697
Retained earnings		874,954			812,644
Accumulated other comprehensive loss		(27,541	)		(41,015	)
Treasury stock at cost - 2,463 and 173,211 shares, respectively		(70	)		(5,164	)
Total shareholders' equity		1,253,809			1,112,962
Total liabilities and shareholders' equity	$	10,604,834		$	10,185,880
The accompanying notes are an integral part of these financial statements.

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
	Three Months Ended					Nine Months Ended
	September 30					September 30
(dollars in thousands, except per share data)	2007			2006		2007			2006
INTEREST INCOME
Interest and fees on loans	$	141,448		$	131,230	$	415,877		$	369,390
Interest and dividends on investment securities
Taxable securities		19,976			18,536		57,030			50,890
Tax-exempt securities		2,257			2,319		6,834			6,891
Interest on federal funds sold and short-term investments		5,764			7,365		15,557			30,470
Total interest income		169,445			159,450		495,298			457,641
INTEREST EXPENSE
Interest on deposits		43,798			33,196		122,641			87,047
Interest on short-term borrowings		6,363			6,192		18,501			15,466
Interest on long-term debt		2,566			291		5,701			871
Total interest expense		52,727			39,679		146,843			103,384
NET INTEREST INCOME		116,718			119,771		348,455			354,257
PROVISION FOR CREDIT LOSSES		9,000			-		7,000			2,720
NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES		107,718			119,771		341,455			351,537
NONINTEREST INCOME
Service charges on deposit accounts		7,882			7,337		22,550			20,819
Bank card fees		4,344			3,855		12,178			11,213
Trust service fees		3,244			2,864		9,615			8,159
Secondary mortgage market operations		1,295			1,240		3,707			4,192
Other noninterest income		37,691			6,052		54,552			19,384
Securities transactions		(1	)		-		(1	)		-
Total noninterest income		54,455			21,348		102,601			63,767
NONINTEREST EXPENSE
Employee compensation		40,582			38,106		119,911			109,089
Employee benefits		8,414			8,832		25,453			26,561
Total personnel		48,996			46,938		145,364			135,650
Net occupancy		8,666			8,162		25,546			21,075
Equipment and data processing		5,710			5,778		17,200			14,976
Telecommunication and postage		3,033			2,580		9,527			7,826
Corporate value and franchise taxes		2,417			2,237		7,176			6,633
Legal and other professional services		2,712			3,601		7,678			7,865
Amortization of intangibles		2,853			2,794		8,735			7,680
Other noninterest expense		13,842			17,140		42,108			49,598
Total noninterest expense		88,229			89,230		263,334			251,303
INCOME BEFORE INCOME TAXES		73,944			51,889		180,722			164,001
INCOME TAX EXPENSE		25,178			16,698		59,912			53,248
NET INCOME	$	48,766		$	35,191	$	120,810		$	110,753
EARNINGS PER SHARE
Basic	$	.72		$	.54	$	1.80		$	1.72
Diluted		.71			.53		1.78			1.69
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic		67,526,329			65,444,539		66,957,065			64,399,751
Diluted		68,237,485			66,591,530		67,896,650			65,589,410
CASH DIVIDENDS PER SHARE	$	.29		$	.27	$	.87		$	.81
The accompanying notes are an integral part of these financial statements.

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		-		-		110,753			-			-			110,753
Other comprehensive loss:
Unrealized net holding gain on securities,
net of reclassifications and tax		-		-		-			334			-			334
Total comprehensive income		-		-		110,753			334			-			111,087
Cash dividends, $.81 per share		-		-		(52,763	)		-			-			(52,763	)
Stock issued in business combination		-		75,129		-			-			-			75,129
Stock issued to dividend reinvestment plan		-		204		-			-			1,842			2,046
Long-term incentive plan stock activity:
Performance-based restricted stock & units		-		8,288		-			-			(571	)		7,717
Stock options		-		6,063		-			-			458			6,521
Directors' compensation plan stock activity		-		928		-			-			1,403			2,331
Balance at September 30, 2006	$	2,800	$	340,786	$	796,645		$	(20,889	)	$	(6,231	)	$	1,113,111

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		-		-		120,810			-			-			120,810
Other comprehensive income:
Unrealized net holding gain on securities,
net of reclassifications and tax		-		-		-			8,024			-			8,024
Net change in prior service credit and
net actuarial loss on retirement plans,
net of tax (Note 8)		-		-		-			5,450			-			5,450
Total comprehensive income		-		-		120,810			13,474			-			134,284
Cash dividends, $.87 per share		-		-		(59,221	)		-			-			(59,221	)
Stock issued in business combination		-		48,298		-			-			-			48,298
Stock issued to dividend reinvestment plan		-		877		-			-			1,443			2,320
Long-term incentive plan stock activity:
Performance-based restricted stock & units		-		7,575		-			-			(129	)		7,446
Stock options		-		615		-			-			2,365			2,980
Directors' compensation plan stock activity		-		2,604		-			-			1,415			4,019
Balance at September 30, 2007	$	2,800	$	403,666	$	874,954		$	(27,541	)	$	(70	)	$	1,253,809

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

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Nine Months Ended
	September 30
(dollars in thousands)	2007			2006
OPERATING ACTIVITIES
Net income	$	120,810		$	110,753
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of bank premises and equipment		13,038			11,288
Amortization of purchased intangibles		8,735			7,680
Share-based compensation earned		10,789			10,027
Premium amortization (discount accretion) on securities, net		744			2,242
Provision for credit losses and losses on foreclosed assets		7,088			2,769
Net gains on asset dispositions, including gain on insurance settlement		(33,257	)		(212	)
Deferred tax expense (benefit)		9,582			(857	)
Net decrease in loans originated and held for sale		8,281			22,448
Net (increase) decrease in interest and other income receivable and prepaid expenses		(5,162	)		7,587
Net increase (decrease) in interest payable and accrued income taxes and expenses		18,289			(10,752	)
Other, net		(563	)		(1,306	)
Net cash provided by operating activities		158,374			161,667
INVESTING ACTIVITIES
Proceeds from sales of investment securities available for sale		38,964			45,815
Proceeds from maturities of investment securities available for sale		292,338			224,502
Purchases of investment securities available for sale		(273,992	)		(469,143	)
Proceeds from maturities of investment securities held to maturity		8,441			8,500
Purchases of investment securities held to maturity		(5,022	)		(28,411	)
Net increase in loans		(182,048	)		(19,270	)
Net (increase) decrease in federal funds sold and short-term investments		(78,613	)		458,665
Proceeds from sales of foreclosed assets and surplus property		5,736			2,393
Proceeds from insurance settlement		30,801			-
Purchases of bank premises and equipment		(16,595	)		(20,926	)
Net cash paid in acquisition		(7,503	)		(33,992	)
Other, net		(625	)		9,196
Net cash provided by (used in) investing activities		(188,118	)		177,329
FINANCING ACTIVITIES
Net decrease in transaction account and savings account deposits		(538,650	)		(768,102	)
Net increase in time deposits		273,163			44,514
Net increase in short-term borrowings		129,340			172,620
Proceeds from issuance of long-term debt		149,738			-
Repayment of long-term debt		(4,211	)		(11,512	)
Proceeds from issuance of common stock		5,532			8,600
Purchases of common stock		(3,272	)		(3,165	)
Cash dividends		(57,597	)		(50,298	)
Other, net		863			2,354
Net cash used in financing activities		(45,094	)		(604,989	)
Decrease in cash and cash equivalents		(74,838	)		(265,993	)
Cash and cash equivalents at beginning of period		318,165			554,827
Cash and cash equivalents at end of period	$	243,327		$	288,834

Cash received during the period for:
Interest income	$	486,601		$	461,477

Cash paid during the period for:
Interest expense	$	136,834		$	100,571
Income taxes		41,500			63,950

Noncash investing activities:
Foreclosed assets received in settlement of loans	$	2,678		$	749

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

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), headquartered in St. Petersburg, Florida, the parent of Signature Bank. 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), the parent of 1st 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.

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.

	September 30				December 31
(in thousands)	2007				2006
Commercial, financial and agricultural	$	2,837,163	38	%	$	2,725,531	38	%
Real estate – commercial, construction and other		3,345,098	45			3,094,004	44
Real estate – residential mortgage		924,277	12			893,091	13
Individuals		346,367	5			337,790	5
Total	$	7,452,905	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						Nine Months Ended
	September 30						September 30
(in thousands)	2007			2006			2007			2006
Allowance at beginning of period	$	75,099		$	80,715		$	75,927		$	90,028
Allowance of acquired bank		-			-			2,791			2,908
Provision for credit losses		9,400			(1,500	)		7,900			1,500
Loans charged off		(5,119	)		(5,263	)		(12,698	)		(22,406	)
Recoveries		2,755			681			8,215			2,603
Net charge-offs		(2,364	)		(4,582	)		(4,483	)		(19,803	)
Allowance at end of period	$	82,135		$	74,633		$	82,135		$	74,633

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					Nine Months Ended
	September 30					September 30
(in thousands)	2007			2006		2007			2006
Reserve at beginning of period	$	1,400		$	300	$	1,900		$	580
Provision for credit losses		(400	)		1,500		(900	)		1,220
Reserve at end of period	$	1,000		$	1,800	$	1,000		$	1,800

Information on loans evaluated for possible impairment loss follows.

	September 30		December 31
(in thousands)	2007		2006
Impaired loans
Requiring a loss allowance	$	59,249	$	38,308
Not requiring a loss allowance		17,631		12,950
Total recorded investment in impaired loans	$	76,880	$	51,258
Impairment loss allowance required	$	15,894	$	9,773

The following is a summary of nonperforming loans.

	September 30		December 31
(in thousands)	2007		2006
Loans accounted for on a nonaccrual basis	$	88,580	$	55,992
Restructured loans		-		-
Total nonperforming loans	$	88,580	$	55,992

NOTE 5

DEPOSITS

The composition of deposits was as follows.

	September 30		December 31
(in thousands)	2007		2006
Noninterest-bearing demand deposits	$	2,639,020	$	2,947,997
Interest-bearing deposits:
NOW account deposits		1,008,781		1,099,408
Money market deposits		1,235,913		1,185,610
Savings deposits		898,438		965,652
Other time deposits		866,198		750,165
Time deposits $100,000 and over		1,738,885		1,484,476
Total interest-bearing deposits		5,748,215		5,485,311
Total deposits	$	8,387,235	$	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 $634 million at September 30, 2007 and $486 million at December 31, 2006. Most of these deposits mature on a daily basis.

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.

	September 30		December 31
(in thousands)	2007		2006
*Other Assets*
Net deferred income tax asset	$	50,111	$	66,914
Low-income housing tax credit fund investments		13,752		15,639
Cash surrender value of life insurance		12,104		9,134
Prepaid expenses		9,745		7,283
Insurance claim receivable		-		5,489
Miscellaneous investments, receivables and other assets		32,675		23,187
Total other assets	$	118,387	$	127,646
*Accrued Expenses and Other Liabilities*
Accrued taxes and expenses	$	25,582	$	21,020
Dividend payable		16,277		14,704
Trade date obligations		4,180		-
Liability for pension benefits		32,204		21,318
Liability for postretirement benefits other than pensions		13,473		27,128
Reserve for losses on unfunded credit commitments		1,000		1,900
Miscellaneous payables, deferred income and other liabilities		18,831		18,673
Total accrued expenses and other liabilities	$	111,547	$	104,743

NOTE 7

LONG-TERM DEBT

The following is a summary of long-term debt.

	September 30		December 31
(in thousands)	2007		2006
Subordinated notes payable	$	149,751	$	-
Other long-term debt		18,932		17,394
Total long-term debt	$	168,683	$	17,394

In late March 2007, the 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.

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						Nine Months Ended
	September 30						September 30
(in thousands)	2007			2006			2007			2006
Service cost for benefits in period	$	2,066		$	1,999		$	6,215		$	5,989
Interest cost on benefit obligation		2,338			2,068			6,907			6,180
Expected return on plan assets		(2,672	)		(2,458	)		(8,023	)		(7,380	)
Amortization of:
Net actuarial loss		342			510			848			1,480
Prior service credit		(29	)		(29	)		(87	)		(87	)
Transition obligation		-			13			-			39
Net pension expense	$	2,045		$	2,103		$	5,860		$	6,221

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 was 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 already 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 third quarter of 2007 and $.7 million in the third quarter of 2006. Year-to-date expense through September 30 was $.2 million in 2007 and $2.3 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	Total
	Number	Fair Value	Share-based
(dollars in thousands, except per share data)	Awarded	of Option or Stock	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.

In July 2007, annual share-based compensation awards were made under the employee plan as follows.

		Grant Date
		Fair Value	Total
	Number	of Option or	Share-based
(dollars in thousands, except per share data)	Awarded	Stock Unit	Compensation
Performance-based restricted stock units	(a)	(b)	$7,825 (d)
Tenure-based restricted stock units	105,175	$28.76 (c)	2,784 (d)
Stock options	185,450	5.73	1,063

(a) Number of shares that potentially could be issued ranges from 349,000 to none.

(b) Fair value of base award of 174,500 units was market price of Whitney common stock on the grant date, or $28.76. Fair value of potential performance units which do not participate in Whitney dividends during the restriction period was $25.43.

(c) Market price of Whitney common stock on the grant date.

(d) Based on the grant date fair value and number of shares that are ultimately expected to be issued, taking into consideration expected performance factors, if applicable, and forfeitures.

Employees forfeit their restricted stock units if they terminate employment within three years of the award date, although they can retain a prorated number of units in the case of retirement, death, disability and, in limited circumstances, involuntary termination. During the three-year period, they cannot transfer or otherwise dispose of the units awarded. The performance-based restricted stock units that ultimately vest will be determined with reference to Whitney’s financial performance over a three-year period in relation to that of a designated peer group.

Employees can first exercise their stock options from the 2007 award three years from the grant date, provided they are still employed. A prorated number of options can vest and become immediately exercisable upon an employee’s retirement, death or disability within this three-year period. All employee options expire after ten years, although an earlier expiration applies in the case of retirement, death or disability. The exercise price for employee options is set at an amount not lower than the opening market price for Whitney’s stock on the grant date.

The Company recognized share-based compensation expense with respect to awards under the employee plan of $3.3 million ($2.2 million after-tax) in the third quarter of 2007 and $3.9 million ($2.5 million after-tax) in the third quarter of 2006. Share-based compensation expense for the employee plan was $10.8 million ($7.0 million after-tax) for the first nine months of 2007 and $10.0 million ($6.5 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 facilities that required replacement, relocation or major renovation. Whitney maintains insurance for casualty losses as well as for reasonable and necessary disaster response costs and certain revenue lost through business interruption. During the third quarter of 2007, Whitney reached a final settlement on insurance claims arising from these storms and two others and recognized a gain of $31.3 million. This gain mainly relates to insured costs to replace or restore banking premises and equipment that are capitalized and that exceed the carrying value of the damaged property.

NOTE 11

EARNINGS PER SHARE

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

	Three Months Ended				Nine Months Ended
	September 30				September 30
(dollars in thousands, except per share data)	2007		2006		2007		2006
Numerator:
Net income	$	48,766	$	35,191	$	120,810	$	110,753
Effect of dilutive securities		-		-		-		-
Numerator for diluted earnings per share	$	48,766	$	35,191	$	120,810	$	110,753
Denominator:
Weighted-average shares outstanding		67,526,329		65,444,539		66,957,065		64,399,751
Effect of potentially dilutive securities
and contingently issuable shares		711,156		1,146,991		939,585		1,189,659
Denominator for diluted earnings per share		68,237,485		66,591,530		67,896,650		65,589,410
Earnings per share:
Basic	$	.72	$	.54	$	1.80	$	1.72
Diluted		.71		.53		1.78		1.69
Antidilutive stock options		1,562,080		238,800		892,962		83,099

NOTE 12

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 September 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.

	September 30		December 31
(in thousands)	2007		2006
Commitments to extend credit – revolving	$	2,357,898	$	2,261,861
Commitments to extend credit – nonrevolving		604,032		471,264
Credit card and personal credit lines		553,719		528,276
Standby and other letters of credit		402,903		385,478

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 September 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 2004 are not open for examination by federal or state taxing authorities.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements , to increase consistency and comparability in fair value measurements and provide for expanded disclosures about the development of such measurements and their effect on earnings. Although the statement does not require any new fair value measurements, its definition of fair value and the framework it establishes for measuring fair value in generally accepted accounting principles will result in some changes from current practice. The guidance in this statement is effective for Whitney’s 2008 fiscal year. The Company is in the process of evaluating the potential impact of this statement.

The FASB issued 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.

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(Unaudited)
	Third Quarter			Second Quarter			Third Quarter			Nine Months ended September 30
(dollars in thousands, except per share data)	2007			2007			2006			2007			2006
QUARTER-END BALANCE SHEET DATA
Total assets	$	10,604,834		$	10,608,267		$	10,098,175		$	10,604,834		$	10,098,175
Earning assets		9,738,123			9,697,723			9,203,856			9,738,123			9,203,856
Loans		7,452,905			7,368,404			6,852,640			7,452,905			6,852,640
Investment securities		1,875,096			1,910,271			1,980,664			1,875,096			1,980,664
Noninterest-bearing deposits		2,639,020			2,736,966			2,864,705			2,639,020			2,864,705
Total deposits		8,387,235			8,512,778			8,199,700			8,387,235			8,199,700
Shareholders' equity		1,253,809			1,208,940			1,113,111			1,253,809			1,113,111
AVERAGE BALANCE SHEET DATA
Total assets	$	10,633,674		$	10,558,237		$	10,218,601		$	10,443,686		$	10,311,510
Earning assets		9,746,184			9,665,684			9,320,563			9,562,005			9,412,166
Loans		7,362,491			7,352,171			6,837,875			7,278,450			6,714,722
Investment securities		1,916,927			1,848,965			1,893,125			1,865,161			1,794,635
Noninterest-bearing deposits		2,686,189			2,743,566			2,963,077			2,718,156			3,098,060
Total deposits		8,480,098			8,479,666			8,399,368			8,394,819			8,577,067
Shareholders' equity		1,224,940			1,211,032			1,095,628			1,193,984			1,044,540
INCOME STATEMENT DATA
Interest income	$	169,445		$	167,002		$	159,450		$	495,298		$	457,641
Interest expense		52,727			50,106			39,679			146,843			103,384
Net interest income		116,718			116,896			119,771			348,455			354,257
Net interest income (TE)		118,245			118,444			121,344			353,086			358,892
Provision for credit losses		9,000			-			-			7,000			2,720
Noninterest income		54,455			24,097			21,348			102,601			63,767
Net securities losses in noninterest income		(1	)		-			-			(1	)		-
Noninterest expense		88,229			88,661			89,230			263,334			251,303
Net income		48,766			35,052			35,191			120,810			110,753
KEY RATIOS
Return on average assets		1.82	%		1.33	%		1.37	%		1.55	%		1.44	%
Return on average shareholders' equity		15.79			11.61			12.74			13.53			14.18
Net interest margin (TE)		4.82			4.91			5.17			4.93			5.10
Average loans to average deposits		86.82			86.70			81.41			86.70			78.29
Efficiency ratio		51.09			62.20			62.53			57.79			59.46
Allowance for loan losses to loans		1.10			1.02			1.09			1.10			1.09
Nonperforming assets to loans plus foreclosed
assets and surplus property		1.22			.81			.80			1.22			.80
Annualized net charge-offs to average loans		.13			.13			.27			.08			.39
Average shareholders' equity to average assets		11.52			11.47			10.72			11.43			10.13
Shareholders' equity to total assets		11.82			11.40			11.02			11.82			11.02
Tangible common equity to tangible assets		8.81			8.34			8.12			8.81			8.12
Leverage ratio		9.19			8.90			8.35			9.19			8.35
COMMON SHARE DATA
Earnings Per Share