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, 2009

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes __ 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, 2009, 67,691,766 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	23

	Item 2.	Management’s Discussion and Analysis of Financial
		Condition and Results of Operations	24

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	49

	Item 4.	Controls and Procedures	49

PART II.	Other Information

	Item 1.	Legal Proceedings	50

	Item 1A.	Risk Factors	50

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51

	Item 3.	Defaults upon Senior Securities	52

	Item 4.	Submission of Matters to a Vote of Security Holders	52

	Item 5.	Other Information	52

	Item 6.	Exhibits	52


Signature			53

Exhibit Index			54

PART 1. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
	June 30			December 31
(dollars in thousands)	2009			2008
	(Unaudited)
ASSETS
Cash and due from financial institutions	$	228,452		$	299,619
Federal funds sold and short-term investments		58,026			167,268
Loans held for sale		68,830			20,773
Investment securities
Securities available for sale		1,749,338			1,728,962
Securities held to maturity, fair values of $196,917 and $213,920, respectively		193,027			210,393
Total investment securities		1,942,365			1,939,355
Loans, net of unearned income		8,791,840			9,081,850
Allowance for loan losses		(219,465	)		(161,109	)
Net loans		8,572,375			8,920,741

Bank premises and equipment		213,227			212,501
Goodwill		435,678			435,678
Other intangible assets		18,042			22,883
Accrued interest receivable		34,085			39,799
Other assets		404,002			321,884
Total assets	$	11,975,082		$	12,380,501

LIABILITIES
Noninterest-bearing demand deposits	$	3,081,617		$	3,233,550
Interest-bearing deposits		6,062,424			6,028,044
Total deposits		9,144,041			9,261,594

Short-term borrowings		1,014,940			1,276,636
Long-term debt		199,626			179,236
Accrued interest payable		16,886			19,789
Accrued expenses and other liabilities		111,595			117,768
Total liabilities		10,487,088			10,855,023

SHAREHOLDERS' EQUITY
Preferred stock, no par value
Authorized, 20,000,000 shares; issued and outstanding, 300,000 shares		294,340			293,706
Common stock, no par value
Authorized - 200,000,000 shares
Issued - 68,187,552 and 67,845,159 shares, respectively		2,800			2,800
Capital surplus		396,629			397,703
Retained earnings		829,976			869,918
Accumulated other comprehensive loss		(23,054	)		(25,952	)
Treasury stock at cost - 500,000 shares		(12,697	)		(12,697	)
Total shareholders' equity		1,487,994			1,525,478
Total liabilities and shareholders' equity	$	11,975,082		$	12,380,501
The accompanying notes are an integral part of these financial statements.

- 1 -

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)	2009			2008		2009			2008
INTEREST INCOME
Interest and fees on loans	$	110,353		$	116,321	$	222,167		$	242,472
Interest and dividends on investment securities
Taxable securities		18,494			20,996		37,345			43,086
Tax-exempt securities		1,963			2,181		4,008			4,425
Interest on federal funds sold and short-term investments		204			109		382			1,380
Total interest income		131,014			139,607		263,902			291,363
INTEREST EXPENSE
Interest on deposits		17,360			21,387		34,866			51,796
Interest on short-term borrowings		570			4,740		1,848			10,064
Interest on long-term debt		2,512			2,355		5,001			4,833
Total interest expense		20,442			28,482		41,715			66,693
NET INTEREST INCOME		110,572			111,125		222,187			224,670
PROVISION FOR CREDIT LOSSES		74,000			35,000		139,000			49,000
NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES		36,572			76,125		83,187			175,670
NONINTEREST INCOME
Service charges on deposit accounts		9,396			8,532		19,232			16,641
Bank card fees		4,620			4,489		9,007			8,572
Trust service fees		3,187			3,366		6,153			6,775
Secondary mortgage market operations		3,091			1,387		4,926			2,496
Other noninterest income		12,137			8,400		22,379			20,166
Securities transactions		-			-		-			-
Total noninterest income		32,431			26,174		61,697			54,650
NONINTEREST EXPENSE
Employee compensation		40,868			38,131		79,460			76,452
Employee benefits		10,485			8,951		21,807			18,000
Total personnel		51,353			47,082		101,267			94,452
Net occupancy		9,606			8,502		19,282			17,132
Equipment and data processing		6,528			6,244		12,882			12,462
Legal and other professional services		4,639			2,527		9,326			4,777
Deposit insurance and regulatory fees		9,879			1,111		13,464			1,823
Telecommunication and postage		2,952			2,654		6,049			5,452
Corporate value and franchise taxes		2,402			2,321		4,773			4,670
Amortization of intangibles		2,251			1,754		4,841			3,837
Other noninterest expense		22,197			13,395		36,771			24,914
Total noninterest expense		111,807			85,590		208,655			169,519
INCOME (LOSS) BEFORE INCOME TAXES		(42,804	)		16,709		(63,771	)		60,801
INCOME TAX EXPENSE		(21,503	)		3,835		(31,331	)		18,072
NET INCOME (LOSS)	$	(21,301	)	$	12,874	$	(32,440	)	$	42,729
Preferred stock dividends		4,067			-		8,092			-
NET INCOME (LOSS) TO COMMON SHAREHOLDERS	$	(25,368	)	$	12,874	$	(40,532	)	$	42,729
EARNINGS (LOSS) PER COMMON SHARE
Basic	$	(.38	)	$	.20	$	(.60	)	$	.66
Diluted		(.38	)		.20		(.60	)		.65
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic		67,484,913			63,957,445		67,475,259			64,459,180
Diluted		67,484,913			64,315,487		67,475,259			64,857,543
CASH DIVIDENDS PER COMMON SHARE	$	.01		$	.31	$	.02		$	.62
The accompanying notes are an integral part of these financial statements.

- 2 -

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (Unaudited)

												Accumulated
			Common Stock and									Other
(dollars and shares in thousands,	Preferred		Capital Surplus						Retained			Comprehensive			Treasury
except per share data)	Stock		Shares			Amount			Earnings			Income (Loss)			Stock			Total
Balance at December 31, 2007	$	-		65,826		$	411,066		$	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
Common stock dividends, $.62 per share		-		-			-			(40,091	)		-			-			(40,091	)
Common stock issued to dividend reinvestment plan		-		65			(27	)		-			-			1,673			1,646
Employee incentive plan common stock activity		-		45			1,598			-			-			1,188			2,786
Director compensation plan common stock activity		-		35			(251	)		-			-			911			660
Common stock acquired under repurchase program		-		(2,040	)		-			-			-			(50,484	)		(50,484	)
Balance at June 30, 2008	$	-		63,931		$	412,386		$	888,430		$	(21,707	)	$	(96,031	)	$	1,183,078

Balance at December 31, 2008	$	293,706		67,345		$	400,503		$	869,918		$	(25,952	)	$	(12,697	)	$	1,525,478
Comprehensive income (loss):
Net loss		-		-			-			(32,440	)		-			-			(32,440	)
Other comprehensive income:
Unrealized net holding gain on securities,
net of reclassifications and tax		-		-			-			-			4,957			-			4,957
Net change in prior service credit and
net actuarial loss on retirement plans, net of tax		-		-			-			-			(2,059	)		-			(2,059	)
Total comprehensive income (loss)		-		-			-			(32,440	)		2,898			-			(29,542	)
Common stock dividends, $.02 per share		-		-			-			(1,326	)		-			-			(1,326	)
Preferred stock dividend and discount accretion		634		-			-			(6,176	)		-			-			(5,542	)
Common stock issued to dividend reinvestment plan		-		41			634			-			-			-			634
Employee incentive plan common stock activity		-		258			(2,047	)		-			-			-			(2,047	)
Director compensation plan common stock activity		-		44			339			-			-			-			339
Balance at June 30, 2009	$	294,340		67,688		$	399,429		$	829,976		$	(23,054	)	$	(12,697	)	$	1,487,994

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

- 3 -

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Six Months Ended
	June 30
(dollars in thousands)	2009			2008
OPERATING ACTIVITIES
Net income (loss)	$	(32,440	)	$	42,729
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of bank premises and equipment		10,555			9,222
Amortization of purchased intangibles		4,841			3,837
Share-based compensation earned		2,727			5,897
Premium amortization (discount accretion) on securities, net		1,251			802
Provision for credit losses and losses on foreclosed assets		144,800			49,044
Net gains on asset dispositions		(1,472	)		(1,759	)
Deferred tax benefit		(27,786	)		(8,528	)
Net (increase) decrease in loans originated and held for sale		(48,057	)		4,307
Net increase in interest and other income receivable and prepaid expenses		(6,340	)		(7,392	)
Net decrease in interest payable and accrued income taxes and expenses		(7,080	)		(14,909	)
Other, net		1,317			(3,431	)
Net cash provided by operating activities		42,316			79,819
INVESTING ACTIVITIES
Proceeds from sales of investment securities available for sale		-			318
Proceeds from maturities of investment securities available for sale		316,436			378,567
Purchases of investment securities available for sale		(330,362	)		(367,198	)
Proceeds from maturities of investment securities held to maturity		17,290			12,189
Net (increase) decrease in loans		185,662			(410,618	)
Net decrease in federal funds sold and short-term investments		109,242			509,864
Purchase of life insurance policies		-			(150,000	)
Proceeds from sales of foreclosed assets and surplus property		10,799			4,292
Purchases of bank premises and equipment		(14,644	)		(7,142	)
Other, net		(27,715	)		(1,209	)
Net cash provided by (used in) investing activities		266,708			(30,937	)
FINANCING ACTIVITIES
Net increase (decrease) in transaction account and savings account deposits		123,931			(52,674	)
Net decrease in time deposits		(241,162	)		(264,076	)
Net increase (decrease) in short-term borrowings		(261,696	)		376,209
Proceeds from issuance of long-term debt		20,568			-
Repayment of long-term debt		(76	)		(8,310	)
Proceeds from issuance of common stock		634			2,530
Purchases of common stock		(1,084	)		(52,576	)
Cash dividends on common stock		(11,863	)		(39,449	)
Cash dividends on preferred stock		(6,084	)		-
Other, net		(3,359	)		(1,260	)
Net cash used in financing activities		(380,191	)		(39,606	)
Increase (decrease) in cash and cash equivalents		(71,167	)		9,276
Cash and cash equivalents at beginning of period		299,619			290,199
Cash and cash equivalents at end of period	$	228,452		$	299,475

Cash received during the period for:
Interest income	$	267,619		$	294,735

Cash paid during the period for:
Interest expense	$	44,975		$	75,833
Income taxes		5,743			38,500

Noncash investing activities:
Foreclosed assets received in settlement of loans	$	28,057		$	10,966

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

- 4 -

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, 2008. 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 November 7, 2008, Whitney completed its acquisition of Parish National Corporation (Parish), the parent of Parish National Bank. Parish National Bank operated 16 banking centers, primarily on the north shore of Lake Pontchartrain and other parts of the metropolitan New Orleans area, and had $771 million in total assets, including a loan portfolio of $606 million, and $636 million in deposits at the acquisition date. Whitney’s financial statements include the results from acquired operations since the acquisition date.

- 5 -

NOTE 3

INVESTMENT SECURITIES

Summary information about securities available for sale and securities held to maturity follows .

	Amortized		Unrealized		Unrealized		Fair
(in thousands)	Cost		Gains		Losses		Value
Securities Available for Sale
June 30, 2009
Mortgage-backed securities	$	1,544,159	$	38,843	$	4,658	$	1,578,344
U. S. agency securities		100,201		3,908		-		104,109
Obligations of states and political subdivisions		6,368		213		6		6,575
Other securities		60,310		-		-		60,310
Total	$	1,711,038	$	42,964	$	4,664	$	1,749,338
December 31, 2008
Mortgage-backed securities	$	1,527,632	$	26,342	$	1,189	$	1,552,785
U. S. agency securities		100,269		5,309		-		105,578
Obligations of states and political subdivisions		7,635		223		10		7,848
Other securities		62,751		-		-		62,751
Total	$	1,698,287	$	31,874	$	1,199	$	1,728,962
Securities Held to Maturity
June 30, 2009
Obligations of states and political subdivisions	$	193,027	$	4,285	$	395	$	196,917
Total	$	193,027	$	4,285	$	395	$	196,917
December 31, 2008
Obligations of states and political subdivisions	$	210,393	$	4,316	$	789	$	213,920
Total	$	210,393	$	4,316	$	789	$	213,920

The following summarizes securities with unrealized losses at June 30, 2009 and December 31, 2008 by the period over which the security’s fair value had been continuously less than its amortized cost as of each date.

June 30, 2009	Less than 12 Months				12 Months or Longer
	Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses
Securities Available for Sale
Mortgage-backed securities	$	256,862	$	4,658	$	-	$	-
Obligations of states and political subdivisions		740		3		406		3
Total	$	257,602	$	4,661	$	406	$	3
Securities Held to Maturity
Obligations of states and political subdivisions	$	12,344	$	169	$	5,238	$	226
Total	$	12,344	$	169	$	5,238	$	226

- 6 -

December 31, 2008	Less than 12 Months				12 Months or Longer
	Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses
Securities Available for Sale
Mortgage-backed securities	$	245,088	$	1,170	$	7,396	$	19
Obligations of states and political subdivisions		1,145		9		150		1
Total	$	246,233	$	1,179	$	7,546	$	20
Securities Held to Maturity
Obligations of states and political subdivisions	$	13,618	$	461	$	10,459	$	328
Total	$	13,618	$	461	$	10,459	$	328

Management evaluates whether unrealized losses on securities represent impairment that is other than temporary. If such impairment is identified, the carrying amount of the security is reduced with a charge to operations. In making this evaluation, management first considers the reasons for the indicated impairment. These could include changes in market rates relative to those available when the security was acquired, changes in market expectations about the timing of cash flows from securities that can be prepaid, and changes in the market’s perception of the issuer’s financial health and the security’s credit quality. Management then considers the likelihood of a recovery in fair value sufficient to eliminate the indicated impairment and the length of time over which an anticipated recovery would occur, which could extend to the security’s maturity. Finally, management determines whether there is both the ability and the intent to hold the impaired security until an anticipated recovery, in which case the impairment would be considered temporary. In making this assessment, management considers whether a security continues to be a suitable holding from the perspective of the Company’s overall portfolio and asset/liability management strategies.

Substantially all of the unrealized losses at June 30, 2009 resulted from increases in market interest rates over the yields available on the underlying securities when they were purchased and other factors unrelated to credit quality. In all cases, the indicated impairment would be recovered by the security’s maturity or repricing date or possibly earlier if the market price for the security increases with a reduction in the yield required by the market. All impaired securities were originally purchased for continuing investment purposes, and management believes that they remain suitable for this purpose in light of current market conditions and Company strategies. At June 30, 2009, management had both the intent and ability to hold these securities until the market-based impairment is recovered.

The following table shows the amortized cost and estimated fair value of securities available for sale and held to maturity grouped by contractual maturity as of June 30, 2009. Debt securities with scheduled repayments, such as mortgage-backed securities, and equity securities are presented in separate totals. The expected maturity of a security, in particular certain U.S. agency securities and obligations of states and political subdivisions, may differ from its contractual maturity because of the exercise of call options.

- 7 -

	Amortized		Fair
(in thousands)	Cost		Value
Securities Available for Sale
Within one year	$	600	$	600
One to five years		107,641		111,673
Five to ten years		1,928		2,011
After ten years		-		-
Debt securities with single maturities		110,169		114,284
Mortgage-backed securities		1,544,159		1,578,344
Equity and other debt securities		56,710		56,710
Total	$	1,711,038	$	1,749,338
Securities Held to Maturity
Within one year	$	3,641	$	3,666
One to five years		83,958		86,260
Five to ten years		67,181		68,332
After ten years		38,247		38,659
Total	$	193,027	$	196,917

Securities with carrying values of $1.42 billion at June 30, 2009 and $1.69 billion at December 31, 2008 were sold under repurchase agreements, pledged to secure public deposits or pledged for other purposes.

NOTE 4

LOANS

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

	June 30				December 31
(in thousands)	2009				2008
Commercial & industrial	$	3,258,148	37	%	$	3,436,461	38	%
Commercial real estate:
Residential construction		238,340	3			275,012	3
Commercial construction, land & land development		1,540,445	17			1,612,468	18
CRE – owner-user		1,077,179	12			1,013,919	11
CRE – other		1,234,572	14			1,254,329	14
Total commercial real estate		4,090,536	46			4,155,728	46
Residential mortgage		1,027,962	12			1,079,270	12
Consumer		415,194	5			410,391	4
Total loans	$	8,791,840	100	%	$	9,081,850	100	%

- 8 -

NOTE 5

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)	2009			2008			2009			2008
Allowance at beginning of period	$	194,179		$	91,708		$	161,109		$	87,909
Provision for credit losses		72,000			35,000			137,000			49,000
Loans charged off		(48,544	)		(18,292	)		(82,373	)		(29,334	)
Recoveries		1,830			1,436			3,729			2,277
Net charge-offs		(46,714	)		(16,856	)		(78,644	)		(27,057	)
Allowance at end of period	$	219,465		$	109,852		$	219,465		$	109,852

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)	2009		2008		2009		2008
Reserve at beginning of period	$	800	$	1,300	$	800	$	1,300
Provision for credit losses		2,000		-		2,000		-
Reserve at end of period	$	2,800	$	1,300	$	2,800	$	1,300

Information on loans evaluated for possible impairment loss follows.

	June 30		December 31
(in thousands)	2009		2008
Impaired loans
Requiring a loss allowance	$	278,215	$	218,376
Not requiring a loss allowance		66,839		54,492
Total recorded investment in impaired loans	$	345,054	$	272,868
Impairment loss allowance required	$	54,302	$	39,288

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)	2009		2008
Loans accounted for on a nonaccrual basis	$	413,174	$	301,095
Restructured loans accruing		-		-
Total nonperforming loans	$	413,174	$	301,095

- 9 -

NOTE 6

DEPOSITS

The composition of deposits was as follows.

	June 30		December 31
(in thousands)	2009		2008
Noninterest-bearing demand deposits	$	3,081,617	$	3,233,550
Interest-bearing deposits:
NOW account deposits		1,106,813		1,281,137
Money market deposits		1,759,974		1,306,937
Savings deposits		906,348		909,197
Other time deposits		829,529		875,999
Time deposits $100,000 and over		1,459,760		1,654,774
Total interest-bearing deposits		6,062,424		6,028,044
Total deposits	$	9,144,041	$	9,261,594

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 $277 million at June 30, 2009 and $397 million at December 31, 2008. Most of these deposits mature on a daily basis.

NOTE 7

SHORT-TERM BORROWINGS

Short-term borrowings consisted of the following.

	June 30		December 31
(in thousands)	2009		2008
Securities sold under agreements to repurchase	$	595,437	$	780,059
Federal funds purchased		9,503		479,837
Federal Home Loan Bank advances		300,000		-
Federal Reserve borrowings		100,000		-
Treasury Investment Program		10,000		16,740
Total short-term borrowings	$	1,014,940	$	1,276,636

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.

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

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.

Borrowings obtained through the Federal Reserve’s Term Auction Facility mature within one month and are secured by the pledge of selected Bank loans and investments securities.

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, and the Bank pledges securities as collateral.

- 10 -

NOTE 8

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)	2009		2008
Other Assets
Cash surrender value of life insurance	$	170,425	$	166,627
Net deferred income tax asset		96,524		73,023
Foreclosed assets and surplus property		43,625		28,067
Low-income housing tax credit fund investments		10,825		12,182
Prepaid expenses		13,880		8,049
Miscellaneous investments, receivables and other assets		68,723		33,936
Total other assets	$	404,002	$	321,884
Accrued Expenses and Other Liabilities
Accrued taxes and other expenses	$	28,349	$	24,672
Dividend payable		566		11,647
Liability for pension benefits		47,430		38,747
Obligation for postretirement benefits other than pensions		18,382		18,045
Reserve for losses on unfunded credit commitments		2,800		800
Miscellaneous payables, deferred income and other liabilities		14,068		23,857
Total accrued expenses and other liabilities	$	111,595	$	117,768

Life insurance policies purchased under a bank-owned life insurance program 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.

The total for miscellaneous investments, receivables and other assets at June 30, 2009, includes approximately $27 million of investments in auction rate securities (ARS), the majority of which are investment grade auction rate preferred securities with underlying holdings of municipal securities. The ARS were purchased at par from brokerage customers to provide a source of liquidity. Disruptions in the broader credit markets have led to failed auctions in the ARS market and illiquidity. While management believes the ARS will be redeemed at par, the actual timing of redemptions is uncertain. These investments are carried at their estimated fair values.

- 11 -

NOTE 9

OTHER NONINTEREST INCOME

The components of other noninterest income were as follows.

	Three Months Ended				Six Months Ended
	June 30				June 30
(in thousands)	2009		2008		2009		2008
Investment services income	$	1,721	$	1,672	$	3,116	$	3,205
Credit-related fees		1,625		1,503		3,175		2,842
ATM fees		1,718		1,471		3,309		2,839
Other fees and charges		1,602		1,234		2,929		2,307
Earnings from bank-owned life insurance program		1,841		673		3,589		673
Other operating income		2,518		932		3,521		4,934
Net gains on sales and other revenue from foreclosed assets		506		910		1,511		3,557
Net gains (losses) on disposals of surplus property		606		5		1,229		(191	)
Total	$	12,137	$	8,400	$	22,379	$	20,166

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 14. This gain is reflected in other operating income for the six months ended June 30, 2008.

NOTE 10

OTHER NONINTEREST EXPENSE

The components of other noninterest expense were as follows.

	Three Months Ended				Six Months Ended
	June 30				June 30
(in thousands)	2009		2008		2009		2008
Security and other outsourced services	$	4,315	$	4,063	$	8,451	$	7,934
Advertising and promotion		953		1,094		1,933		2,192
Bank card processing services		1,160		1,064		2,157		2,123
Operating supplies		1,075		952		2,139		1,949
Provision for valuation losses on foreclosed assets		5,083		41		5,800		44
Nonlegal loan collection and other foreclosed asset costs		2,457		553		3,716		877
Miscellaneous operating losses		1,005		586		1,793		(3	)
Other operating expenses		6,149		5,042		10,782		9,798
Total	$	22,197	$	13,395	$	36,771	$	24,914

In the first quarter of 2008, Whitney reversed a $1.0 million liability related to an indemnification agreement with Visa, as discussed in Note 14. The impact is reflected in miscellaneous operating losses for the six months ended June 30, 2008.

- 12 -

NOTE 11

EMPLOYEE RETIREMENT BENEFIT PLANS

Retirement Income Plans

Whitney has a noncontributory qualified defined-benefit pension plan. During the fourth quarter of 2008, Whitney’s Board of Directors (the Board) approved amendments to the qualified plan (a) to limit eligibility to those employees who were employed on December 31, 2008 and (b) to freeze benefit accruals for all participants other than those who were fully vested and whose age and years of benefit service combined equaled at least 50 as of December 31, 2008. Whitney also has an unfunded nonqualified defined-benefit pension plan that provides retirement benefits to designated executive officers.

The Company contributed $2.1 million to the qualified plan in the second quarter of 2009 and, based on currently available information, anticipates making an additional contribution of approximately $12.9 million for the remainder of the year.

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)	2009			2008			2009			2008
Service cost for benefits in period	$	1,416		$	2,095		$	3,225		$	4,189
Interest cost on benefit obligation		2,745			2,519			5,512			5,026
Expected return on plan assets		(2,820	)		(2,662	)		(5,559	)		(5,310	)
Amortization of:
Net actuarial loss		1,338			270			2,836			539
Prior service credit		107			(21	)		105			(43	)
Net periodic pension expense	$	2,786		$	2,201		$	6,119		$	4,401

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.

Concurrent with the defined-benefit plan amendments, the Board also approved amendments to Whitney’s employee savings plan under Section 401(k) of the Internal Revenue Code. These amendments authorized the Company to make discretionary profit sharing contributions, beginning in 2009, on behalf of participants in the savings plan who are either (a) ineligible to participate in the qualified defined-benefit plan or (b) subject to the freeze in benefit accruals under the defined-benefit plan. The discretionary profit sharing contribution for a plan year is 4% of the participants’ eligible compensation for such year and is allocated only to participants who are employed at year end. Participants must complete three years of service to become vested in the Company’s contributions, subject to earlier vesting in the case of retirement, death or disability.

- 13 -

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 2007, Whitney amended these plans to restrict eligibility for postretirement health benefits to retirees already receiving benefits and to those active participants who were eligible to receive benefits by December 31, 2007. The amendment also eliminated the life insurance benefit for employees who retire after December 31, 2007. The net periodic expense for postretirement benefits was immaterial in both 2009 and 2008.

NOTE 12

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, 2008.

In June 2009, annual share-based compensation awards were made under the employee and director plans as follows.

Grant Date

Total

Number

Fair Value of

Share-based

(dollars in thousands, except per share data)

Awarded

Unit or Share

Compensation

Employee plan:

Tenure-based restricted stock unit grant

492,653