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OMB APPROVALOMB Number:
        
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        14. UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No.     )  Filed by the Registrant
  þFiled by a Party other than the Registrant
  oCheck the appropriate box:  o   Preliminary Proxy Statemento  
Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))o   Definitive Proxy Statementþ   Definitive Additional Materialso  
Soliciting Material Pursuant to §240.14a-12  Whitney Holding
Corporation      Payment of Filing Fee (Check the appropriate box):  þ   No fee required.o  
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.  1) Title of each class of securities to which transaction applies:   2) Aggregate number of securities to which transaction applies:   3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):   4) Proposed maximum aggregate value of transaction:   5) Total fee paid:   o   Fee paid previously with preliminary materials.   o   Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.  1) Amount Previously Paid:   2) Form, Schedule or Registration Statement No.:   3) Filing Party:   4) Date Filed:




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YOUR VOTE IS IMPORTANT.
 Sincerely,/s/ Joseph S. Schwertz, Jr.JOSEPH S. SCHWERTZ, JR.Corporate Secretary




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TABLE OF CONTENTS  PROPOSAL NO. 2THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEEXHIBIT A    Table of Contents  
 PROPOSAL NO. 2
 APPROVAL OF THE WHITNEY HOLDING CORPORATION
2007 LONG-TERM COMPENSATION PLAN
    Summary of the 2007 Plan
 Purpose.
 Administration.
 Eligibility
 Permissible Awards.
 
    
    options to purchase shares of the Companys common stock, which may be
designated under the Code as nonstatutory stock options (which may be granted to all
participants ) or incentive stock options (which may be granted to officers and
employees but not to nonemployee directors);
    
    stock appreciation rights (SARs), which give the holder the right to
receive the difference (payable in cash or stock, as specified in the award agreement)
between the fair market value per share of the common stock on the date of exercise
over the base price of the award (which cannot be less than the fair market value of
the underlying stock as of the grant date);
    
    restricted stock, which is subject to restrictions on transferability and
subject to forfeiture on terms set by the Committee;
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
    
    restricted or deferred stock units, which represent the right to receive shares of common stock (or an equivalent value in cash or other property, as specified
in the award agreement) in the future, based upon the attainment of stated vesting or
performance criteria in the case of restricted stock units;
    
    performance awards, which are awards payable in cash or stock upon the
attainment of specified performance goals;
    
    dividend equivalents, which entitle the holder of an award to cash payments
(or an equivalent value payable in stock or other property) equal to any dividends paid
on the shares of stock underlying the award; and
    
    other stock-based awards in the discretion of the Compensation Committee,
including unrestricted stock grants.
 Shares Available for Awards.
 Limitations on Individual Awards.
 Type of Award
    
    SharesOptions
    
    150,000Stock Appreciation Rights
    
    150,000Restricted Stock or Stock Units
    
    150,000Performance Units or Shares
    
    150,000 or a value equal to 150,000 shares,
determined as of the date of vesting or payoutOther Stock-Based Awards
    
    150,000
  Minimum Vesting Requirements.
 Performance Goals.
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
    
    revenue growth;
    
    net income growth;
    
    price/earnings ratio;
    
    return on average equity;
    
    return on average assets;
    
    earnings per share on the Companys common stock;
    
    total shareholder return with respect to the Companys common stock;
    
    improvement in attainment of efficiency levels;
    
    improvement in credit quality; and
    
    attainment of specific strategic business objectives.
  Limitations on Transfer; Beneficiaries. provided, however,
 Treatment of Awards upon a Participants Termination of Service.
 Treatment of Awards upon a Change in Control.
 Adjustments.
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Termination and Amendment.
  Prohibition on Repricing.
 Certain U.S. Federal Income Tax Effects
  Nonstatutory Stock Options.
 Incentive Stock Options.
 SARs.
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Restricted Stock.
 Restricted or Deferred Stock Units.
 Performance-Based Cash Awards.
 Code Section 409A
 Tax Withholding
 Benefits to Named Executive Officers and Others
  
 THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE
FOR APPROVAL OF THE 2007 PLAN.
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EXHIBIT A
 
 WHITNEY HOLDING CORPORATION
2007 LONG-TERM COMPENSATION PLAN
 
 December 2006




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WHITNEY HOLDING CORPORATION
2007 LONG-TERM COMPENSATION PLAN
 ARTICLE 1PURPOSE
    
    
    A-11.1 General
    
    
    A-1ARTICLE 2DEFINITIONS
    
    
    A-12.1 Definitions
    
    
    A-1ARTICLE 3EFFECTIVE TERM OF PLAN
    
    
    A-63.1 Effective Date
    
    
    A-63.2 Termination of Plan
    
    
    A-6ARTICLE 4ADMINISTRATION
    
    
    A-64.1 Committee
    
    
    A-64.2 Actions and Interpretations by the Committee
    
    
    A-74.3 Authority of Committee
    
    
    A-74.4 Delegation
    
    
    A-84.5 Award Notices
    
    
    A-8ARTICLE 5SHARES SUBJECT TO THE PLAN
    
    
    A-85.1 Number of Shares
    
    
    A-85.2 Share Counting
    
    
    A-85.3 Stock Distributed
    
    
    A-85.4 Limitation on Awards
    
    
    A-85.5 Minimum Vesting Requirements
    
    
    A-9ARTICLE 6ELIGIBILITY
    
    
    A-96.1 General
    
    
    A-9ARTICLE 7OPTIONS
    
    
    A-97.1 General
    
    
    A-97.2 Incentive Stock Options
    
    
    A-10ARTICLE 8STOCK APPRECIATION RIGHTS
    
    
    A-108.1 Grant of Stock Appreciation Rights
    
    
    A-10ARTICLE 9RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS
    
    
    A-119.1 Grant of Restricted Stock, Restricted Stock Units and Deferred Stock Units
    
    
    A-119.2 Issuance and Restrictions
    
    
    A-119.3 Forfeiture
    
    
    A-119.4 Delivery of Restricted Stock
    
    
    A-11ARTICLE 10PERFORMANCE AWARDS
    
    
    A-1210.1 Grant of Performance Awards
    
    
    A-1210.2 Performance Goals
    
    
    A-1210.3 Right to Payment
    
    
    A-1210.4 Other Terms
    
    
    A-12ARTICLE 11QUALIFIED PERFORMANCE-BASED AWARDS
    
    
    A-1311.1 Options and Stock Appreciation Rights
    
    
    A-1311.2 Other Awards
    
    
    A-13




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11.3 Performance Goals
    
    
    A-1311.4 Inclusions and Exclusions from Performance Measures
    
    
    A-1411.5 Certification of Performance Goals
    
    
    A-1411.6 Award Limits
    
    
    A-14ARTICLE 12DIVIDEND EQUIVALENTS
    
    
    A-1412.1 Grant of Dividend Equivalents
    
    
    A-14ARTICLE 13STOCK OR OTHER STOCK-BASED AWARDS
    
    
    A-1413.1 Grant of Stock or Other Stock-Based Awards
    
    
    A-14ARTICLE 14PROVISIONS APPLICABLE TO AWARDS
    
    
    A-1514.1 Payment of Awards
    
    
    A-1514.2 Limits on Transfer
    
    
    A-1514.3 Stock Trading Restrictions
    
    
    A-1514.4 Acceleration Upon Termination of Service
    
    
    A-1514.5 Acceleration upon a Change in Control
    
    
    A-1514.6 Effect of Acceleration
    
    
    A-1614.7 Forfeiture Events
    
    
    A-1614.8 Substitute Awards
    
    
    A-16ARTICLE 15CHANGES IN CAPITAL STRUCTURE
    
    
    A-1615.1 Mandatory Adjustments
    
    
    A-1615.2 Discretionary Adjustments
    
    
    A-1615.3 General
    
    
    A-17ARTICLE 16AMENDMENT, MODIFICATION AND TERMINATION
    
    
    A-1716.1 Amendment, Modification and Termination
    
    
    A-1716.2 Awards Previously Granted
    
    
    A-17ARTICLE 17GENERAL PROVISIONS
    
    
    A-1817.1 Rights of Participants
    
    
    A-1817.2 Withholding
    
    
    A-1817.3 Special Provisions Related to Section 409A of the Code
    
    
    A-1817.4 Unfunded Status of Awards
    
    
    A-1917.5 Relationship to Other Benefits
    
    
    A-1917.6 Expenses
    
    
    A-1917.7 Titles and Headings
    
    
    A-1917.8 Gender and Number
    
    
    A-1917.9 Fractional Shares
    
    
    A-1917.10 Government and Other Regulations
    
    
    A-1917.11 Governing Law
    
    
    A-2017.12 Additional Provisions
    
    
    A-2017.13 No Limitations on Rights of Company
    
    
    A-2017.14 Indemnification
    
    
    A-20




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WHITNEY HOLDING CORPORATION
2007 LONG-TERM COMPENSATION PLAN
 ARTICLE 1
PURPOSE
 GENERAL
 ARTICLE 2
DEFINITIONS
 DEFINITIONS
         A-1




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A-2




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A-3




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A-4




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A-5




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ARTICLE 3
EFFECTIVE TERM OF PLAN
 EFFECTIVE DATE
 TERMINATION OF PLAN
 ARTICLE 4
ADMINISTRATION
 COMMITTEE
 A-6




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ACTIONS AND INTERPRETATIONS BY THE COMMITTEE
 AUTHORITY OF COMMITTEE
               A-7




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DELEGATION
 Administrative Duties
 Special Committee
 AWARD NOTICES
 ARTICLE 5
SHARES SUBJECT TO THE PLAN
 NUMBER OF SHARES
 SHARE COUNTING
    STOCK DISTRIBUTED
 LIMITATION ON AWARDS
 A-8




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Options
 SARs
 Restricted Stock or Restricted Stock Units
 Performance Units or Performance Shares.
 Cash-Based Awards
 Other Stock-Based Awards
 MINIMUM VESTING REQUIREMENTS
 ARTICLE 6
ELIGIBILITY
 GENERAL
 ARTICLE 7
OPTIONS
 GENERAL
 A-9




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EXERCISE PRICE
 PROHIBITION ON REPRICING
 TIME AND CONDITIONS OF EXERCISE
 PAYMENT
 EXERCISE TERM
 NO DEFERRAL FEATURE
 INCENTIVE STOCK OPTIONS
 ARTICLE 8
STOCK APPRECIATION RIGHTS
 GRANT OF STOCK APPRECIATION RIGHTS
 STAND-ALONE AND TANDEM STOCK APPRECIATION RIGHTS
 RIGHT TO PAYMENT
   PROHIBITION ON REPRICING
 A-10




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EXERCISE TERM
 NO DEFERRAL FEATURE
 OTHER TERMS
 ARTICLE 9
RESTRICTED STOCK, RESTRICTED STOCK UNITS
AND DEFERRED STOCK UNITS
 GRANT OF RESTRICTED STOCK, RESTRICTED STOCK UNITS AND DEFERRED STOCK UNITS
 ISSUANCE AND RESTRICTIONS th rd
 FORFEITURE
 DELIVERY OF RESTRICTED STOCK
 A-11




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ARTICLE 10
PERFORMANCE AWARDS
 GRANT OF PERFORMANCE AWARDS
 PERFORMANCE GOALS.
 RIGHT TO PAYMENT
 OTHER TERMS
 A-12




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ARTICLE 11
QUALIFIED PERFORMANCE-BASED AWARDS
 OPTIONS AND STOCK APPRECIATION RIGHTS
 OTHER AWARDS
            PERFORMANCE GOALS
 A-13




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INCLUSIONS AND EXCLUSIONS FROM PERFORMANCE MEASURES
 CERTIFICATION OF PERFORMANCE GOALS
 AWARD LIMITS
 ARTICLE 12
DIVIDEND EQUIVALENTS
 GRANT OF DIVIDEND EQUIVALENTS th rd
 ARTICLE 13
STOCK OR OTHER STOCK-BASED AWARDS
 GRANT OF STOCK OR OTHER STOCK-BASED AWARDS
 A-14




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ARTICLE 14
PROVISIONS APPLICABLE TO AWARDS
 PAYMENT OF AWARDS
 LIMITS ON TRANSFER
 STOCK TRADING RESTRICTIONS
 ACCELERATION UPON TERMINATION OF SERVICE
 ACCELERATION UPON A CHANGE IN CONTROL
 A-15




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EFFECT OF ACCELERATION
 FORFEITURE EVENTS
 SUBSTITUTE AWARDS
 ARTICLE 15
CHANGES IN CAPITAL STRUCTURE
 MANDATORY ADJUSTMENTS
 DISCRETIONARY ADJUSTMENTS
 A-16




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GENERAL
 ARTICLE 16
AMENDMENT, MODIFICATION AND TERMINATION
 AMENDMENT, MODIFICATION AND TERMINATION
 AWARDS PREVIOUSLY GRANTED
     A-17




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ARTICLE 17
GENERAL PROVISIONS
 RIGHTS OF PARTICIPANTS
     WITHHOLDING
 SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE
  A-18




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th
 UNFUNDED STATUS OF AWARDS
 RELATIONSHIP TO OTHER BENEFITS
 EXPENSES
 TITLES AND HEADINGS
 GENDER AND NUMBER
 FRACTIONAL SHARES
 GOVERNMENT AND OTHER REGULATIONS
   A-19




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GOVERNING LAW.
 ADDITIONAL PROVISIONS
 NO LIMITATIONS ON RIGHTS OF COMPANY
 INDEMNIFICATION
 
 WHITNEY HOLDING CORPORATIONBy:Its:
 A-20