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, 2008

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, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ü Accelerated filer __

Non-accelerated filer __ Smaller reporting company __

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, 2008, 63,976,202 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	17

	Item 2.	Management’s Discussion and Analysis of Financial
		Condition and Results of Operations	18

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39

	Item 4.	Controls and Procedures	40

PART II.	Other Information

	Item 1.	Legal Proceedings	41

	Item 1A.	Risk Factors	41

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

	Item 3.	Defaults upon Senior Securities	42

	Item 4.	Submission of Matters to a Vote of Security Holders	42

	Item 5.	Other Information	43

	Item 6.	Exhibits	43


Signature			43

Exhibit Index			44

PART 1. FINANCIAL INFORMATION

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

	June 30			December 31
(dollars in thousands)	2008			2007
	(Unaudited)
ASSETS
Cash and due from financial institutions	$	299,475		$	290,199
Federal funds sold and short-term investments		24,588			534,558
Loans held for sale		12,268			16,575
Investment securities
Securities available for sale		1,681,577			1,698,795
Securities held to maturity, fair values of $274,841 and $288,444, respectively		274,115			286,442
Total investment securities		1,955,692			1,985,237
Loans, net of unearned income		7,962,543			7,585,701
Allowance for loan losses		(109,852	)		(87,909	)
Net loans		7,852,691			7,497,792

Bank premises and equipment		186,423			190,095
Goodwill		331,295			331,295
Other intangible assets		13,266			17,103
Accrued interest receivable		36,244			44,860
Other assets		304,381			119,550
Total assets	$	11,016,323		$	11,027,264

LIABILITIES
Noninterest-bearing demand deposits	$	2,773,086		$	2,740,019
Interest-bearing deposits		5,493,794			5,843,770
Total deposits		8,266,880			8,583,789

Short-term borrowings		1,286,228			910,019
Long-term debt		157,020			165,455
Accrued interest payable		18,156			27,079
Accrued expenses and other liabilities		104,961			112,186
Total liabilities		9,833,245			9,798,528

SHAREHOLDERS' EQUITY
Common stock, no par value
Authorized - 100,000,000 shares
Issued - 67,713,296 shares		2,800			2,800
Capital surplus		409,586			408,266
Retained earnings		888,430			885,792
Accumulated other comprehensive loss		(21,707	)		(18,803	)
Treasury stock at cost - 3,782,553 and 1,887,780 shares, respectively		(96,031	)		(49,319	)
Total shareholders' equity		1,183,078			1,228,736
Total liabilities and shareholders' equity	$	11,016,323		$	11,027,264
The accompanying notes are an integral part of these financial statements.

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)	2008		2007		2008		2007
INTEREST INCOME
Interest and fees on loans	$	116,321	$	140,170	$	242,472	$	274,429
Interest and dividends on investment securities
Taxable securities		20,996		18,714		43,086		37,054
Tax-exempt securities		2,181		2,271		4,425		4,577
Interest on federal funds sold and short-term investments		109		5,847		1,380		9,793
Total interest income		139,607		167,002		291,363		325,853
INTEREST EXPENSE
Interest on deposits		21,387		41,582		51,796		78,843
Interest on short-term borrowings		4,740		5,960		10,064		12,138
Interest on long-term debt		2,355		2,564		4,833		3,135
Total interest expense		28,482		50,106		66,693		94,116
NET INTEREST INCOME		111,125		116,896		224,670		231,737
PROVISION FOR CREDIT LOSSES		35,000		-		49,000		(2,000	)
NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES		76,125		116,896		175,670		233,737
NONINTEREST INCOME
Service charges on deposit accounts		8,532		7,578		16,641		14,668
Bank card fees		4,489		4,134		8,572		7,834
Trust service fees		3,366		3,264		6,775		6,371
Secondary mortgage market operations		1,387		1,228		2,496		2,412
Other noninterest income		8,400		7,893		20,166		16,861
Securities transactions		-		-		-		-
Total noninterest income		26,174		24,097		54,650		48,146
NONINTEREST EXPENSE
Employee compensation		38,131		40,598		76,452		79,329
Employee benefits		8,951		8,641		18,000		17,039
Total personnel		47,082		49,239		94,452		96,368
Net occupancy		8,502		8,733		17,132		16,880
Equipment and data processing		6,244		5,628		12,462		11,490
Telecommunication and postage		2,654		3,374		5,452		6,494
Corporate value and franchise taxes		2,321		2,379		4,670		4,759
Legal and other professional services		2,527		2,040		4,777		4,966
Amortization of intangibles		1,754		2,981		3,837		5,882
Other noninterest expense		14,506		14,287		26,737		28,266
Total noninterest expense		85,590		88,661		169,519		175,105
INCOME BEFORE INCOME TAXES		16,709		52,332		60,801		106,778
INCOME TAX EXPENSE		3,835		17,280		18,072		34,734
NET INCOME	$	12,874	$	35,052	$	42,729	$	72,044
EARNINGS PER SHARE
Basic	$	.20	$	.52	$	.66	$	1.08
Diluted		.20		.51		.65		1.06
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic		63,957,445		67,238,471		64,459,181		66,667,715
Diluted		64,761,553		68,284,392		65,301,477		67,723,408
CASH DIVIDENDS PER SHARE	$	.31	$	.29	$	.62	$	.58
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
	Common		Capital			Retained			Comprehensive			Treasury
(dollars in thousands, except per share data)	Stock		Surplus			Earnings			Income (Loss)			Stock			Total
Balance at December 31, 2006	$	2,800	$	343,697		$	812,644		$	(41,015	)	$	(5,164	)	$	1,112,962
Adjustment on adoption of FIN 48		-		-			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 (loss):
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		-		-			-			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:
Restricted stock and 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

Balance at December 31, 2007	$	2,800	$	408,266		$	885,792		$	(18,803	)	$	(49,319	)	$	1,228,736
Comprehensive income:
Net income		-		-			42,729			-			-			42,729
Other comprehensive income (loss):
Unrealized net holding loss on securities,
net of reclassifications and tax		-		-			-			(3,233	)		-			(3,233	)
Net change in prior service credit and
net actuarial loss on retirement plans,
net of tax		-		-			-			329			-			329
Total comprehensive income		-		-			42,729			(2,904	)		-			39,825
Cash dividends, $.62 per share		-		-			(40,091	)		-			-			(40,091	)
Stock acquired under repurchase program		-		-			-			-			(50,484	)		(50,484	)
Stock issued to dividend reinvestment plan		-		(27	)		-			-			1,673			1,646
Long-term incentive plan stock activity:
Restricted stock and units		-		1,321			-			-			393			1,714
Stock options		-		277			-			-			795			1,072
Directors' compensation plan stock activity		-		(251	)		-			-			911			660
Balance at June 30, 2008	$	2,800	$	409,586		$	888,430		$	(21,707	)	$	(96,031	)	$	1,183,078

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

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Six Months Ended
	June 30
(dollars in thousands)	2008			2007
OPERATING ACTIVITIES
Net income	$	42,729		$	72,044
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of bank premises and equipment		9,222			8,648
Amortization of purchased intangibles		3,837			5,882
Share-based compensation earned		5,897			7,461
Premium amortization (discount accretion) on securities, net		802			511
Provision for credit losses and losses on foreclosed assets		49,044			(1,950	)
Net gains on asset dispositions		(1,759	)		(1,890	)
Deferred tax benefit		(8,528	)		(169	)
Net decrease in loans originated and held for sale		4,307			3,046
Net increase in interest and other income receivable and prepaid expenses		(7,392	)		(11,839	)
Net increase (decrease) in interest payable and accrued income taxes and expenses		(14,909	)		5,372
Other, net		(3,431	)		3,356
Net cash provided by operating activities		79,819			90,472
INVESTING ACTIVITIES
Proceeds from sales of investment securities available for sale		318			34,663
Proceeds from maturities of investment securities available for sale		378,567			192,062
Purchases of investment securities available for sale		(367,198	)		(223,827	)
Proceeds from maturities of investment securities held to maturity		12,189			7,021
Purchases of investment securities held to maturity		-			(5,022	)
Net increase in loans		(410,618	)		(96,873	)
Net (increase) decrease in federal funds sold and short-term investments		509,864			(82,304	)
Purchases of life insurance policies		(150,000	)		-
Proceeds from sales of foreclosed assets and surplus property		4,292			3,734
Purchases of bank premises and equipment		(7,142	)		(11,317	)
Net cash paid in acquisition		-			(7,503	)
Other, net		(1,209	)		(1,776	)
Net cash used in investing activities		(30,937	)		(191,142	)
FINANCING ACTIVITIES
Net decrease in transaction account and savings account deposits		(52,674	)		(481,883	)
Net increase (decrease) in time deposits		(264,076	)		341,711
Net increase in short-term borrowings		376,209			68,961
Proceeds from issuance of long-term debt		-			149,738
Repayment of long-term debt		(8,310	)		(4,150	)
Proceeds from issuance of common stock		2,530			4,685
Purchases of common stock		(52,576	)		(3,272	)
Cash dividends		(39,449	)		(37,825	)
Other, net		(1,260	)		803
Net cash provided by (used in) financing activities		(39,606	)		38,768
Increase (decrease) in cash and cash equivalents		9,276			(61,902	)
Cash and cash equivalents at beginning of period		290,199			318,165
Cash and cash equivalents at end of period	$	299,475		$	256,263

Cash received during the period for:
Interest income	$	294,735		$	322,475

Cash paid during the period for:
Interest expense	$	75,833		$	88,563
Income taxes		38,500			36,500

Noncash investing activities:
Foreclosed assets received in settlement of loans	$	10,966		$	2,322

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 preparing the consolidated financial statements, the Company is required to make estimates, judgments 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.

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, 2007. Financial information reported in these financial statements is not necessarily indicative of the Company’s financial condition, results of operations or cash flows of any other interim or annual periods.

NOTE 2

MERGERS AND ACQUISITIONS

On June 9, 2008, Whitney announced a definitive agreement to acquire Parish National Corporation (Parish), headquartered in Covington, Louisiana and the parent of Parish National Bank. Parish National Bank operates 16 banking centers, primarily on the north shore of Lake Pontchartrain and other parts of the metropolitan New Orleans area, and had $759 million in total assets and $647 million in deposits at June 30, 2008. Parish’s shareholders will receive approximately $165 million in cash and/or Whitney common stock, subject to certain adjustments. No more than 60% of the total consideration will be paid in cash and no more than 45% of the total consideration will be paid in stock. The exchange ratio used to determine the number of shares issued will be based on the average closing price of Whitney common stock for the 20 trading days before the fifth trading day prior to the closing date, but the average closing price used shall not be less than $19.50 or more than $26.00. If the average closing price is below $16.75, then either Parish or Whitney may terminate the agreement. Subject to approval by Parish’s shareholders, receipt of appropriate regulatory approvals and satisfaction of certain other closing conditions, this acquisition is expected to be completed in the fourth quarter of 2008.

On March 2, 2007, Whitney completed its acquisition of Signature Financial Holdings, Inc. (Signature), headquartered in St. Petersburg, Florida and the parent of Signature Bank. Signature Bank operated seven banking centers in the Tampa Bay metropolitan 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 approximately 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.

Signature Bank has 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)	2008				2007
Commercial, financial and agricultural	$	3,086,916	39	%	$	2,822,752	37	%
Real estate – commercial, construction and other		3,536,766	44			3,477,558	46
Real estate – residential mortgage		982,769	12			933,797	12
Individuals		356,092	5			351,594	5
Total	$	7,962,543	100	%	$	7,585,701	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)	2008			2007			2008			2007
Allowance at beginning of period	$	91,708		$	76,912		$	87,909		$	75,927
Allowance of acquired bank		-			-			-			2,791
Provision for credit losses		35,000			500			49,000			(1,500	)
Loans charged off		(18,292	)		(4,891	)		(29,334	)		(7,579	)
Recoveries		1,436			2,578			2,277			5,460
Net charge-offs		(16,856	)		(2,313	)		(27,057	)		(2,119	)
Allowance at end of period	$	109,852		$	75,099		$	109,852		$	75,099

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)	2008		2007			2008		2007
Reserve at beginning of period	$	1,300	$	1,900		$	1,300	$	1,900
Provision for credit losses		-		(500	)		-		(500	)
Reserve at end of period	$	1,300	$	1,400		$	1,300	$	1,400

Information on loans evaluated for possible impairment loss follows.

	June 30		December 31
(in thousands)	2008		2007
Impaired loans
Requiring a loss allowance	$	107,244	$	86,920
Not requiring a loss allowance		20,193		22,412
Total recorded investment in impaired loans	$	127,437	$	109,332
Impairment loss allowance required	$	25,103	$	22,590

The following is a summary of nonperforming loans. Substantially all of the impaired loans summarized above are included in the nonperforming loan totals.

	June 30		December 31
(in thousands)	2008		2007
Loans accounted for on a nonaccrual basis	$	147,383	$	120,096
Restructured loans		-		-
Total nonperforming loans	$	147,383	$	120,096

NOTE 5

DEPOSITS

The composition of deposits was as follows.

	June 30		December 31
(in thousands)	2008		2007
Noninterest-bearing demand deposits	$	2,773,086	$	2,740,019
Interest-bearing deposits:
NOW account deposits		1,032,731		1,151,988
Money market deposits		1,203,892		1,229,715
Savings deposits		938,948		879,609
Other time deposits		729,403		823,884
Time deposits $100,000 and over		1,588,820		1,758,574
Total interest-bearing deposits		5,493,794		5,843,770
Total deposits	$	8,266,880	$	8,583,789

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 June 30, 2008 and $705 million at December 31, 2007. Most of these deposits mature on a daily basis.

NOTE 6

SHORT-TERM BORROWINGS

Short-term borrowings consisted of the following.

	June 30		December 31
(in thousands)	2008		2007
Securities sold under agreements to repurchase	$	504,982	$	771,717
Federal Home Loan Bank advances		500,000		-
Federal funds purchased		241,246		98,302
Treasury Investment Program		40,000		40,000
Total short-term borrowings	$	1,286,228	$	910,019

The Bank borrows funds on a secured basis by selling securities under agreements to repurchase, mainly in connection with treasury-management services offered to its deposit customers. Repurchase agreements generally mature daily.

Advances from the Federal Home Loan Bank (FHLB) mature within one month and are secured by a blanket lien on Bank loans secured by real estate.

Federal funds purchased are unsecured borrowings from other banks, generally on an overnight basis.

Under the Treasury Investment Program, excess U.S. Treasury receipts are loaned to participating financial institutions at 25 basis points under the federal funds rate. Repayment of these borrowed funds can be demanded at any time. The Bank participates up to a maximum of $40 million and has pledged securities with a comparable value as collateral.

NOTE 7

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)	2008		2007
Other Assets
Cash surrender value of life insurance	$	163,113	$	12,258
Net deferred income tax asset		61,598		51,718
Low-income housing tax credit fund investments		11,883		13,161
Foreclosed assets and surplus property		14,524		4,624
Prepaid expenses		12,467		7,736
Miscellaneous investments, receivables and other assets		40,796		30,053
Total other assets	$	304,381	$	119,550
Accrued Expenses and Other Liabilities
Accrued taxes and other expenses	$	18,315	$	27,969
Dividend payable		16,508		15,913
Liability for pension benefits		38,405		33,956
Obligation for postretirement benefits other than pensions		14,264		15,196
Reserve for losses on unfunded credit commitments		1,300		1,300
Miscellaneous payables, deferred income and other liabilities		16,169		17,852
Total accrued expenses and other liabilities	$	104,961	$	112,186

In late May 2008, Whitney paid premiums of $150 million to purchase life insurance policies under a newly-adopted company-owned life insurance program. The policies are carried at their cash surrender value, which represents the amount that could be realized as of the reporting date. Earnings on these policies are reported in noninterest income and are not taxable.

NOTE 8

OTHER NONINTEREST INCOME

The components of other noninterest income were as follows.

	Three Months Ended				Six Months Ended
	June 30				June 30
(in thousands)	2008		2007		2008			2007
Investment services income	$	1,672	$	1,411	$	3,205		$	2,891
Credit-related fees		1,503		1,273		2,842			2,574
ATM fees		1,471		1,364		2,839			2,636
Other fees and charges		1,234		1,421		2,307			2,553
Other operating income		1,695		1,219		5,697			2,007
Net gains on sales and other revenue from foreclosed assets		820		1,154		3,467			4,173
Net gains (losses) on disposals of surplus property		5		51		(191	)		27
Total	$	8,400	$	7,893	$	20,166		$	16,861

In the first quarter of 2008, Whitney recognized a $2.3 million gain from the mandatory redemption of Visa Inc. (Visa) shares as discussed in Note 12. This gain is reflected in year-to-date other operating income.

NOTE 9

OTHER NONINTEREST EXPENSE

The components of other noninterest expense were as follows.

	Three Months Ended				Six Months Ended
	June 30				June 30
(in thousands)	2008		2007		2008			2007
Security and other outsourced services	$	4,063	$	4,105	$	7,934		$	7,933
Advertising and promotion		1,094		1,217		2,192			2,396
Bank card processing services		1,064		1,009		2,123			1,932
Deposit insurance and regulatory fees		1,111		629		1,823			1,241
Operating supplies		952		1,081		1,949			2,185
Miscellaneous operating losses		586		796		(3	)		1,881
Other operating expenses		5,636		5,450		10,719			10,698
Total	$	14,506	$	14,287	$	26,737		$	28,266

In the first quarter of 2008, Whitney reversed a $1.0 million liability related to an indemnification agreement with Visa as discussed in Note 12. The impact is reflected in year-to-date miscellaneous operating losses.

NOTE 10

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 anticipates making a contribution to the plan of approximately $10 million during 2008. 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)	2008			2007			2008			2007
Service cost for benefits in period	$	2,095		$	2,067		$	4,189		$	4,149
Interest cost on benefit obligation		2,519			2,338			5,026			4,569
Expected return on plan assets		(2,662	)		(2,673	)		(5,310	)		(5,351	)
Amortization of:
Net actuarial loss		270			342			539			506
Prior service credit		(21	)		(29	)		(43	)		(58	)
Net periodic pension expense	$	2,201		$	2,045		$	4,401		$	3,815

The actuarial 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. In 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 were 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 level and eliminated the life insurance benefit for employees who retire after December 31, 2007. The amounts recognized as net periodic expense for postretirement benefits were insignificant in both 2008 and 2007.

NOTE 11

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, 2007.

In June 2008, 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)

4,221

(d)

Tenure-based restricted stock units

137,958

18.77

(c)

2,384

(d)

Stock options

217,437

3.48

757

(a) A maximum of 434,874 shares could be issued under performance-based awards. Under certain levels of performance, no shares would be issued.

(b) Fair value of base award of 217,437 units was market price of Whitney common stock on the grant date, or $18.77. Fair value of potential performance units that do not participate in Whitney dividends during the restriction period was $15.13.

(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 2008 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 $1.9 million ($1.2 million after-tax) in the second quarter of 2008 and $3.6 million ($2.4 million after-tax) in the second quarter of 2007. Share-based compensation expense for the employee plan was $5.7 million ($3.7 million after-tax) for the first six months of 2008 and $7.5 million ($4.8 million after-tax) for the comparable period in 2007.

During June 2008, 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		6,750	$	18.30	$	124
Stock options		45,000		3.42		154

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 $18.30, the closing market price for the Company’s stock on the grant date.

NOTE 12

CONTINGENCIES

Legal Proceedings

The Company is party 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.

Indemnification Obligation

In October 2007, Visa completed restructuring transactions that modified the obligation of members of Visa USA, including Whitney, to indemnify Visa against pending and possible settlements of certain litigation matters. Whitney recorded a $1.0 million liability in the fourth quarter of 2007 for the estimated value of its obligations under the indemnification agreement. In the first quarter of 2008, Visa completed an initial public offering of its shares and used the proceeds to redeem a portion of Visa USA members’ equity interests and to establish an escrow account that will fund any settlement of the members’ obligations under the indemnification agreement. Whitney recognized a $2.3 million gain from the redemption proceeds and reversed the $1.0 million liability for its indemnification obligations. Although the Company remains obligated to indemnify Visa for losses in connection with certain litigation matters whose claims exceed amounts set aside in the escrow account, Whitney’s interest in the escrow balance exceeds management’s current estimate of the value of the Company’s indemnification obligation.

The amount of offering proceeds escrowed for litigation settlements will reduce the number of shares of Visa stock to which Whitney will ultimately be entitled as a result of the restructuring.

NOTE 13

STOCK REPURCHASE PROGRAM

During the second quarter of 2008, Whitney repurchased 409,023 shares of its common stock at an average cost of $23.32 per share. This completed the repurchase program announced in November 2007. Under this program Whitney repurchased a total of 3,934,879 shares at an average cost of $25.41 per share.

NOTE 14

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)	2008		2007		2008		2007
Numerator:
Net income	$	12,874	$	35,052	$	42,729	$	72,044
Effect of dilutive securities		-		-		-		-
Numerator for diluted earnings per share	$	12,874	$	35,052	$	42,729	$	72,044
Denominator:
Weighted-average shares outstanding		63,957,445		67,238,471		64,459,181		66,667,715
Effect of potentially dilutive securities
and contingently issuable shares		804,108		1,045,921		842,296		1,055,693
Denominator for diluted earnings per share		64,761,553		68,284,392		65,301,477		67,723,408
Earnings per share:
Basic	$	.20	$	.52	$	.66	$	1.08
Diluted		.20		.51		.65		1.06
Antidilutive stock options		1,930,801		747,750		1,730,247		552,858

NOTE 15

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, 2008 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)	2008		2007
Loan commitments – revolving	$	2,416,087	$	2,475,656
Loan commitments – nonrevolving		500,686		534,673
Credit card and personal credit lines		529,606		551,748
Standby and other letters of credit		468,003		391,922

NOTE 16

FAIR VALUE DISCLOSURES

As discussed in Note 17, Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements , became effective for Whitney’s 2008 fiscal year. SFAS No. 157 redefines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Although the exchange price concept is not new, the new definition focuses on the exit price as opposed to the entry price, or the price that would be paid to acquire an asset or received to assume a liability. The standard also emphasizes that fair value is a market-based measurement and not an entity-specific measurement and establishes a hierarchy to prioritize the inputs that can be used in the fair value measurement process. The inputs in the three levels of this hierarchy are described as follows:

Level 1

Quoted prices in active markets for identical assets or liabilities. An active market is one in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2

Observable inputs other than Level 1 prices. This would include quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3

Unobservable inputs, to the extent that observable inputs are unavailable. This allows for situations in which there is little or no market activity for the asset or liability at the measurement date.

The material assets or liabilities measured at fair value by Whitney on a recurring basis are summarized below. Securities available for sale primarily consist of U.S. government agency and agency mortgage-backed debt securities. The total excludes $50.9 million of nonmarketable equity securities (Federal Reserve Bank and Federal Home Loan Bank stock) that are carried at cost.

June 30, 2008

Fair Value Measurement Using

(in thousands)

Level 1

Level 2

Level 3

Investment securities available for sale

1,630,726

To measure the extent to which a loan is impaired, the relevant accounting principles permit or require the Company to compare the recorded investment in the impaired loans with the fair value of the underlying collateral in certain circumstances. The fair value measurement process uses independent appraisals and other market-based information, but in many cases it also requires significant input based on management’s knowledge of and judgment about current market conditions, specific issues relating to the collateral, and other matters. As a result, substantially all of these fair value measurements fall within Level 3 of the hierarchy discussed above. The net carrying value of impaired loans which reflected a nonrecurring fair value measurement totaled $65.1 million at June 30, 2008. The portion of the allowance for loan losses allocated to these loans totaled $13.5 million at the end of the second quarter of 2008, and the recorded investment in such loans was written down by $4.9 million during the second quarter and $7.8 million over the first six months of 2008 with a charge against the allowance for loan losses. The valuation allowance on impaired loans and charge-offs factor into the determination of the provision for credit losses.

NOTE 17

ACCOUNTING STANDARDS DEVELOPMENTS

The Financial Accounting Standards Board (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. The guidance in this statement was generally effective for Whitney’s 2008 fiscal year. The effective date has been deferred to 2009 for nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value on at least an annual basis. The initial application of this standard did not have a material impact on Whitney’s financial condition or results of operations. Note 16 presents certain disclosures required by SFAS No. 157.

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 not elected the fair value option for any specific financial instrument or other items.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations . This revised standard expands the types of transactions or other events that will qualify as business combinations and requires that all business combinations will result in

all assets and liabilities of the acquired business being recorded at their fair values, with limited exceptions. The standard also requires, among other provisions, that certain contingent assets and liabilities will be recognized at their fair values on the acquisition date. An acquirer will also recognize contingent consideration at its fair value on the acquisition date and, for certain arrangements, changes in fair value will be recognized in earnings until the contingency is settled. Under SFAS No. 141R, acquisition-related transaction and restructuring costs will be expensed rather than treated as part of the cost of the acquisition and included in the amount recorded for assets acquired. These and the other provisions of SFAS No. 141R are first effective for Whitney’s business combinations with acquisition dates in 2009.

The FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (an amendment of SFAS No. 133) , in March 2008. This standard calls for enhanced disclosures to help users of financial statements better understand how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for, and how these instruments and hedged items affect the entity’s financial position, financial performance, and cash flows. To meet those objectives, SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk contingent features in derivative agreements. This statement is effective for Whitney’s 2009 fiscal year, with earlier application encouraged. The Company currently makes minimal use of derivative instruments.

In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities . This FASB staff position (FSP) concluded that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and must be included in the computation of earnings per share using the two-class method described in SFAS No. 128, Earnings per Share . Whitney has awarded share-based payments that are considered participating securities under this FSP. This guidance is effective for financial statements issued for the Company’s 2009 fiscal year and must be applied retrospectively to earnings per share data presented for all prior periods. The Company is currently evaluating the impact of this FSP on its reported earnings per share.

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)	2008			2008			2007			2008			2007
QUARTER-END BALANCE SHEET DATA
Total assets	$	11,016,323		$	10,781,912		$	10,608,267		$	11,016,323		$	10,608,267
Earning assets		9,955,091			9,882,369			9,697,723			9,955,091			9,697,723
Loans		7,962,543			7,723,508			7,368,404			7,962,543			7,368,404
Investment securities		1,955,692			2,131,446			1,910,271			1,955,692			1,910,271
Noninterest-bearing deposits		2,773,086			2,724,396			2,736,966			2,773,086			2,736,966
Total deposits		8,266,880			8,295,298			8,512,778			8,266,880			8,512,778
Shareholders' equity		1,183,078			1,214,425			1,208,940			1,183,078			1,208,940
AVERAGE BALANCE SHEET DATA
Total assets	$	10,838,912		$	10,796,496		$	10,558,237		$	10,817,704		$	10,347,117
Earning assets		9,929,683			9,944,709			9,665,684			9,937,197			9,468,389
Loans		7,866,942			7,685,478			7,352,171			7,776,211			7,235,734
Investment securities		2,025,397			2,116,433			1,848,965			2,070,915			1,838,847
Noninterest-bearing deposits		2,747,125			2,647,995			2,743,566			2,697,560			2,734,404
Total deposits		8,220,223			8,377,141			8,479,666			8,298,682			8,351,475
Shareholders' equity		1,213,461			1,229,921			1,211,032			1,221,691			1,178,249
INCOME STATEMENT DATA
Interest income	$	139,607		$	151,756		$	167,002		$	291,363		$	325,853
Interest expense		28,482			38,211			50,106			66,693			94,116
Net interest income		111,125			113,545			116,896			224,670			231,737
Net interest income (TE)		112,344			114,815			118,444			227,159			234,841
Provision for credit losses		35,000			14,000			-			49,000			(2,000	)
Noninterest income		26,174			28,476			24,097			54,650			48,146
Net securities gains in noninterest income		-			-			-			-			-
Noninterest expense		85,590			83,929			88,661			169,519			175,105
Net income		12,874			29,855			35,052			42,729			72,044
KEY RATIOS
Return on average assets		.48	%		1.11	%		1.33	%		.79	%		1.40	%
Return on average shareholders' equity		4.27			9.76			11.61			7.03			12.33
Net interest margin (TE)		4.54			4.64			4.91			4.59			4.99
Average loans to average deposits		95.70			91.74			86.70			93.70			86.64
Efficiency ratio		61.79			58.57			62.20			60.15			61.88
Allowance for loan losses to loans		1.38			1.19			1.02			1.38			1.02
Annualized net charge-offs to average loans		.86			.53			.13			.70			.06
Nonperforming assets to loans plus foreclosed