ex101.htm


    Exhibit
10.1

    


    Whitney
Holding Corporation

    


    PERFORMANCE-BASED  RESTRICTED  STOCK  UNIT  AGREEMENT

    


    Non-transferable

    


    G R A N
T   T O

    


    (“Grantee”)

    


    by
Whitney Holding Corporation (the “Corporation”) of Performance-Based Restricted Stock Units
(the “Units”) representing the right to receive, on a one-for-one basis, shares
of the Corporation’s no par value common stock (“Shares”), pursuant to and
subject to the provisions of the Whitney Holding Corporation 2007 Long-Term
Compensation Plan (the “Plan”) and to the terms and conditions set forth on the
following pages of this award agreement (this “Agreement”).

    


    The
target number of Units subject to this award is _________ (the “Target
Award”).  Depending on the Corporation’s composite percentile ranking
as compared to a select group of Peer Banks listed in Exhibit B in the
categories of Total Shareholder Return (“TSR”) and Return on Equity (“ROE”) for
the three-year period ending December 31, 2010, Grantee may earn up to 200% of
the Target Award, in accordance with the performance matrix attached hereto as
Exhibit
A.

    


    By
accepting this award, Grantee shall be deemed to have agreed to the terms and
conditions of this Agreement and the Plan, and to acknowledge that he or she has
received a copy of the Plan and the Plan’s Prospectus.  Grantee
further agrees that the Committee shall not be liable for any determination made
in good faith with respect to the Plan or the terms of this
Agreement.

    


    IN
WITNESS WHEREOF, Whitney Holding Corporation, acting by and through its duly
authorized officers, has caused this Agreement to be executed as of the Grant
Date.

    


    
      	
              WHITNEY
      HOLDING CORPORATION

               

               

               

              By:
      ­­­­­­­­­­­­­­­­­­­­­­­­­­­­­­

               

            	
              Grant
      Date:  June 24, 2008

               

               

              
                 

              

              Accepted
      by Grantee:

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TERMS
AND CONDITIONS

    


    1.           Defined
Terms.  Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Plan.  In
addition, for purposes of this Agreement:

    


    
      	
              (i)

            	
              Total Shareholder
      Return (“TSR”) and Return on
      Equity (“ROE”) are non-GAAP financial measures for the Corporation
      for a given year.  ROE is reflected in the Corporation’s
      year-end earnings release and TSR will be determined by applying a
      standard calculation methodology.

            


    

    


    
      	
              (ii)

            	
              Performance
      Cycle means the period beginning on January 1, 2008 and ending on
      December 31, 2010, or, if a Change in Control occurs prior to December 31,
      2010, the period beginning on January 1, 2008 and ending on the December
      31 next preceding the date of the Change in
  Control.

            


    

    


    
      	
              (iii)

            	
              Peer Banks, for
      each year in the Performance Cycle, means the bank peer group designated
      on Exhibit B attached hereto.

            


    

    


    
      	
              (iv)

            	
              Prorated Target
      Award means, in the case of Grantee’s termination prior to the
      Vesting Date due to death, Disability, Retirement or involuntary severance
      without Cause, the Target Award multiplied by a fraction, the numerator of
      which is the number of days elapsed from the Grant Date to the date of
      such termination of employment and the denominator of which is
      1095.

            


    

    


    
      	
              (v)

            	
              Vesting Date
      means the earlier of June 24, 2011 or the occurrence of a Change in
      Control.

            


    

    


    2.           Vesting of
Units.  The Units subject to the Target Award (or the Prorated
Target Award, if applicable) will be adjusted based on the performance of the
Corporation as provided on Exhibit A attached
hereto, and will vest and become nonforfeitable on the Vesting Date, provided
that Grantee is employed by the Corporation or any of its Affiliates on the
Vesting Date or has incurred a prior termination of employment due to death,
Disability, Retirement or involuntary severance without Cause.  If
Grantee’s employment terminates prior to the Vesting Date for any reason other
than Grantee’s death, Disability, Retirement or involuntary severance without
Cause, Grantee shall forfeit all right, title and interest in and to the Units
as of the date of such termination and the Units will be reconveyed to the
Corporation without further consideration or any act or action by
Grantee.  Any Units that fail to vest in accordance with the terms of
this Agreement will be forfeited and reconveyed to the Corporation without
further consideration or any act or action by Grantee.

    


    3.           Conversion to
Shares.  Subject to the following sentence, the Units that vest
will be converted to actual Shares (one Share per vested Unit) as soon as
practicable after the Vesting Date (the “Conversion Date”), but in no event
later than December 31 of the year in which the Vesting Date
occurs.  Shares will be registered on the books of the Corporation in
Grantee’s name as of the Conversion Date and delivered to Grantee as soon as
practical thereafter, in certificated or uncertificated form, as Grantee shall
direct.


    
      
        
          


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    4.           Dividend
Equivalents.  If and when cash dividends or other cash
distributions are declared with respect to the Shares while the Units are
outstanding, the dollar amount of such dividends or distributions (“Dividend
Equivalents”) with respect to the number of Shares then underlying the Target
Award (or the Prorated Target Award, if applicable) will be paid to Grantee in
the form of cash, or if made available by the Corporation and at the election of
Grantee, reinvested under a stockholder investment service agreement on the date
such dividend or distribution is paid to shareholders of the
Corporation.  Shares purchased with reinvested dividends shall not be
restricted, and are not subject to the performance-based aspects of this
Agreement.  Grantee shall have no right to Dividend Equivalents with
respect to Units that are forfeited, or with respect to any Units in excess of
the Target Award (or the Prorated Target Award, if applicable).

    


    5.           Restrictions on Transfer and
Pledge.  No right or interest of Grantee in the Units or in any
Dividend Equivalents may be pledged, encumbered, or hypothecated or be made
subject to any lien, obligation, or liability of Grantee to any other party
other than the Corporation or an Affiliate.  Neither the Units nor any
accumulated Dividend Equivalents may be sold, assigned, transferred or otherwise
disposed of by Grantee other than by will or the laws of descent and
distribution.

    


    6.           Limitation of
Rights.  The Units do not confer to Grantee or Grantee’s
Beneficiary, executors or administrators any rights of a stockholder of the
Corporation unless and until Shares are in fact issued to such person in
connection with the Units.  Nothing in this Agreement shall interfere
with or limit in any way the right of the Corporation or any Affiliate to
terminate Grantee’s employment at any time, nor confer upon Grantee any right to
continue in employment of the Corporation or any Affiliate.  This
Award is not a promise that additional awards will be made to Grantee in the
future.

    


    7.           Payment of
Taxes.  The Corporation or any Affiliate employing Grantee has
the authority and the right to deduct or withhold, or require Grantee to remit
to the employer, an amount sufficient to satisfy federal, state, and local taxes
(including Grantee’s FICA obligation) required by law to be withheld with
respect to any taxable event arising as a result of the vesting or settlement of
the Units or Dividend Equivalents.  The withholding requirement may be
satisfied, in whole or in part, at the election of the Corporation’s Chief
Financial Officer, by withholding from the settlement of the Units Shares having
a fair market value on the date of withholding equal to the minimum amount (and
not any greater amount) required to be withheld for tax purposes, all in
accordance with such procedures as the Chief Financial Officer
establishes.  The obligations of the Corporation under this Agreement
will be conditional on such payment or arrangements, and the Corporation, and,
where applicable, its Affiliates will, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to
Grantee.


    
      
        
          


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    8.           Restrictions on Issuance of
Shares.  If at any time the Committee shall determine in its
discretion, that registration, listing or qualification of the Shares underlying
the Units upon any securities exchange or similar self-regulatory organization
or under any foreign, federal, or local law or practice, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition to the settlement of the Units, the Units will not be converted to
Shares in whole or in part unless and until such registration, listing,
qualification, consent or approval shall have been effected or obtained free of
any conditions not acceptable to the Committee.

    


    9.           Plan
Controls.  The terms contained in the Plan shall be and are
hereby incorporated into and made a part of this Agreement and this Agreement
shall be governed by and construed in accordance with the
Plan.  Without limiting the foregoing, the terms and conditions of the
Units, including the number of shares and the class or series of capital stock
which may be delivered upon settlement of the Units, are subject to adjustment
as provided in Article V of the Plan.  In the event of any actual or
alleged conflict between the provisions of the Plan and the provisions of this
Agreement, the provisions of the Plan shall be controlling and
determinative.

    


    10.           Notice.  Notices
and communications hereunder must be in writing and either personally delivered
or sent by registered or certified United States mail, return receipt requested,
postage prepaid.  Notices to the Corporation must be addressed to
Whitney Holding Corporation, 228 St. Charles Avenue, New Orleans, LA 70130;
Attn: General Counsel, or any other address designated by the Corporation in a
written notice to Grantee.  Notices to Grantee will be directed to the
address of Grantee then currently on file with the Corporation, or at any other
address given by Grantee in a written notice to the
Corporation.


    
      
        
          


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    EXHIBIT
A

    


    General

    


    The Units
will vest and become nonforfeitable on Vesting Date, based on the Corporation’s
composite percentile ranking in TSR and ROE within a group of Peer Banks over
the Performance Cycle, as described below, and provided that Grantee is employed
by the Corporation or any of its Affiliates on the Vesting Date or has incurred
a prior termination of employment due to death, Disability, Retirement or
involuntary severance without Cause.  If Grantee’s employment
terminates prior to the Vesting Date due to death, Disability, Retirement or
involuntary severance without Cause, the Target Award will be adjusted to the
Prorated Target Award, but conversion of the Units to Shares in that event will
not occur until the normal Conversion Date, and will be based on actual
performance through the Performance Cycle.

    


    Performance
Measurement Formula

    As soon
as practical after the end of each calendar year of the Performance Cycle, (i)
the Committee will certify the Corporations TSR and ROE for that year against
similar performance results for each Bank comprising the 2008 Peer Bank Group
and a percentile ranking will be determined in each performance category for the
year; (ii) using annual percentile rankings in each performance category for the
three calendar years comprising the Performance Cycle, an average percentile
ranking for each performance category shall be calculated; (iii) the average
percentile ranking in the TSR performance category shall be weighted 60% and the
average percentile ranking in the ROE performance category shall be weighted
40%; (iv) the weighted result in each performance category shall be added
together.  As soon as practical after the end of the Performance
Cycle, the Committee shall certify the Corporations average composite percentile
ranking over the entire Performance Cycle and determine the number of Units
(expressed as a percentage of Grantee’s Targeted Award, or Prorated Target Award
if applicable) that will vest on the Vesting Date and be converted to shares of
Common Stock on the Conversion Date, in accordance with the  table
which appears on the following page:


    
      
        
          


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    (Exhibit A
continued)

    


    PERFORMANCE
BASED RESTRICTED STOCK UNIT

    PERFORMANCE
ADJUSTMENT MATRIX

    


    
      	
              3-Yr
      Percentile Rank

            	
              %
      of Target

            
	
              90
      to 100

            	
              200

            
	
              88

            	
              195

            
	
              86

            	
              190

            
	
              84

            	
              185

            
	
              82

            	
              180

            
	
              80

            	
              175

            
	
              78

            	
              170

            
	
              76

            	
              165

            
	
              74

            	
              160

            
	
              72

            	
              155

            
	
              70

            	
              150

            
	
              68

            	
              145

            
	
              66

            	
              140

            
	
              64

            	
              135

            
	
              62

            	
              130

            
	
              60

            	
              125

            
	
              58

            	
              120

            
	
              56

            	
              115

            
	
              54

            	
              110

            
	
              52

            	
              105

            
	
              50

            	
              100

            
	
              48

            	
              94

            
	
              46

            	
              88

            
	
              44

            	
              82

            
	
              42

            	
              76

            
	
              40

            	
              70

            
	
              38

            	
              64

            
	
              36

            	
              58

            
	
              34

            	
              52

            
	
              32

            	
              46

            
	
              30

            	
              40

            
	
              28

            	
              34

            
	
              26

            	
              28

            
	
              25

            	
              25

            
	
              <25

            	
              0

            


    

    


    Change in
Control:  Notwithstanding the above, upon the occurrence of a
Change in Control, the Performance Cycle will be deemed to have terminated as of
the December 31 next preceding the date of the Change in Control, and the Units
will be deemed earned and vested at the higher of the Target Award (or Prorated
Target Award, if applicable) or the number of Units that would have been earned
based on the Corporation’s actual TSR and ROE performance during such shortened
Performance Cycle.


    
      
        
          


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    Exhibit
B

    


    


    2008

    WNB
PEER BANK GROUP

    


    
      	
              BANK
      NAME

            	
                  
      TICKER

            	 	
              ASSET
      SIZE *

            
	
              Synovus
      Financial Corp

            	
              SNV

            	 	 	33,018	 
	
              The
      Colonial BancGroup, Inc.

            	
              CNB

            	 	 	25,976	 
	
              Associated
      Banc-Corp

            	
              ASBC

            	 	 	21,592	 
	
              BOK
      Financial Corporation

            	
              BOKF

            	 	 	20,840	 
	
              Webster
      Financial Corp.

            	
              WBS

            	 	 	17,202	 
	
              First
      Citizens BancShares, Inc.

            	
              FCNCA

            	 	 	16,212	 
	
              Commerce
      Bancshares, Inc.

            	
              CBSH

            	 	 	16,205	 
	
              TCF
      Financial Corporation

            	
              TCB

            	 	 	15,977	 
	
              Fulton
      Financial Corporation

            	
              FULT

            	 	 	15,923	 
	
              City
      National Corporation

            	
              CYN

            	 	 	15,889	 
	
              The
      South Financial Group Inc.

            	
              TSFG

            	 	 	13,878	 
	
              Citizens
      Republic Bancorp, Inc.

            	
              CRBC

            	 	 	13,506	 
	
              Cullen/Frost
      Bankers, Inc.

            	
              CFR

            	 	 	13,485	 
	
              BancorpSouth,
      Inc.

            	
              BXS

            	 	 	13,190	 
	
              Susquehanna
      Bancshares, Inc.

            	
              SUSQ

            	 	 	13,078	 
	
              Valley
      National Bancorp

            	
              VLY

            	 	 	12,749	 
	
              Wilmington
      Trust Corp

            	
              WL

            	 	 	11,486	 
	
              FirstMerit
      Corporation

            	
              FMER

            	 	 	10,401	 
	
              Wintrust
      Financial Corp

            	
              WTFC

            	 	 	9,369	 
	
              UMB
      Financial Corp

            	
              UMBF

            	 	 	9,343	 
	
              Trustmark
      Corporation

            	
              TRMK

            	 	 	8,967	 
	
              United
      Community Banks Inc

            	
              UCBI

            	 	 	8,207	 
	
              First
      Midwest Bancorp, Inc.

            	
              FMBI

            	 	 	8,092	 
	
              Hancock
      Holding Company

            	
              HBHC

            	 	 	6,056	 


    

    


                                                                                   
* billion

     

    


     

    
      	
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