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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 
 FORM 10-K
 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 Commission file number 0-1026
 WHITNEY HOLDING CORPORATION
  Louisiana
(State of incorporation)
    
    72-6017893
(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)
 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 Title of Each Class
    
    Name of Exchange on Which RegisteredCommon Stock, no par value
    
    Nasdaq Global Select Market
 SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
 þ o
 o þ
 þ o
 o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
 o þ
   DOCUMENTS INCORPORATED BY REFERENCE
 Certain specifically identified parts of the registrants Proxy Statement for the 2010
Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission are
incorporated by reference into Part III of this Form 10-K.




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##### 



WHITNEY HOLDING CORPORATION
 TABLE OF CONTENTS
 PagePART IItem 1:
    
    Business
    
    
    1Item 1A:
    
    Risk Factors
    
    
    13Item 1B:
    
    Unresolved Staff Comments
    
    
    21Item 2:
    
    Properties
    
    
    21Item 3:
    
    Legal Proceedings
    
    
    21Item 4:
    
    Reserved
    
    
    21PART IIItem 5:
    
    Market for the Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    22Item 6:
    
    Selected Financial Data
    
    
    24Item 7:
    
    Management's Discussion and Analysis of Financial Condition and Results of Operations
    
    
    25Item 7A:
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    57Item 8:
    
    Financial Statements and Supplementary Data
    
    
    58Item 9:
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    102Item 9A:
    
    Controls and Procedures
    
    
    102Item 9B:
    
    Other Information
    
    
    102PART IIIItem 10:
    
    Directors, Executive Officers and Corporate Governance
    
    
    103Item 11:
    
    Executive Compensation
    
    
    103Item 12:
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    103Item 13:
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    105Item 14:
    
    Principal Accounting Fees and Services
    
    
    105PART IVItem 15:
    
    Exhibits and Financial Statement Schedules
    
    
    106Signatures
    
    
    
    
    110EX-12EX-23EX-31.1EX-31.2EX-32EX-99.1EX-99.2




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PART I
 
 Item 1:
    
    BUSINESS
 ORGANIZATION AND RECENT DEVELOPMENTS
  NATURE OF BUSINESS AND MARKETS
    THE BANK
 th
 1




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COMPETITION
   SUPERVISION AND REGULATION
  Recent Regulatory Developments
 U.S. Treasury Capital Purchase Program
 2




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Comprehensive Financial Stability Plan of 2009
  Regulatory Reform.
   Tier 1 FHC Status
 Incentive Compensation
 3




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Financial Crisis Responsibility Fees
  Supervisory Authorities
  Capital
  4




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5




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FDICIA and Prompt Corrective Action
     Expansion and Activity Limitations
  6




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Support of Subsidiary Banks by Holding Companies
  Limitations on Acquisitions of Banks and Bank Holding Companies
  Deposit Insurance
   7




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Other Statutes and Regulations
  Bank Secrecy Act  Anti-Money Laundering.
  OFAC .
 8




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Sections 23A and 23B of the Federal Reserve Act.
 Loans to Insiders
 Dividends.
  Community Reinvestment Act.
 9




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Privacy and Data Security
 Consumer Regulation.
 
    
    limit the interest and other charges collected or contracted for by the Bank;
    
    govern the Banks disclosures of credit terms to consumer borrowers;
    
    require the Bank to provide information to enable the public and public officials to
determine whether it is fulfilling its obligation to help meet the housing needs of the
community it serves;
    
    prohibit the Bank from discriminating on the basis of race, creed or other
prohibited factors when it makes decisions to extend credit; and
    
    govern the manner in which the Bank may collect consumer debts.
   
    
    require the Bank to adequately disclose the interest rates and other terms of
consumer deposit accounts;
    
    impose a duty on the Bank to maintain the confidentiality of consumer financial
records and prescribe procedures for complying with administrative subpoenas of
financial records;
    
    require escheatment of unclaimed funds to the appropriate state agencies after the
passage of certain statutory time frames; and
    
    govern automatic deposits to and withdrawals from deposit accounts with the Bank and
the rights and liabilities of customers who use automated teller machines and other
electronic banking services.
 10




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Commercial Real Estate Lending.
 
    
    total reported loans for construction, land development and other land represent 100
percent or more of the institutions total capital, or
    
    total commercial real estate loans represent 300 percent or more of the
institutions total capital, and the outstanding balance of the institutions
commercial real estate loan portfolio has increased by 50 percent or more during the
prior 36 months.
 American Recovery and Reinvestment Act (ARRA).
 EMPLOYEES
  AVAILABLE INFORMATION
 www.whitneybank.com www.sec.gov
 11




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EXECUTIVE OFFICERS OF THE COMPANY
 Name and Age
    
    Position Held and Recent Business ExperienceJohn C. Hope, III, 61
    
    Chairman of the Board and Chief Executive Officer of the Company
and the Bank since 2008, President and Chief Operating Officer of
the Company and the Bank from 2007 to 2008, Executive Vice
President of the Company from 1994 to 2007 and of the Bank from
1998 to 2007John M. Turner, Jr., 48
    
    President of the Company and the Bank since 2008, Executive Vice
President of the Company and the Bank from 2005 to 2008, Senior
Vice President of the Bank from 1994 to 2005Robert C. Baird, Jr., 59
    
    Senior Executive Vice President of the Company and the Bank since
2009, Executive Vice President of the Company and the Bank from
1995 to 2009 
Banking ServicesThomas L. Callicutt, Jr., 62
    
    Senior Executive Vice President of the Company and the Bank since
2009, Chief Financial Officer of the Company and the Bank since
1999, Executive Vice President of the Company and the Bank from
1999 to 2009, and Treasurer of the Company since 2001Joseph S. Exnicios, 54
    
    Senior Executive Vice President and Chief Risk Officer of the
Company and the Bank since 2009, Executive Vice President of the
Company and the Bank from 2004 to 2009, Senior Vice President of
the Bank from 1994 to 2004Elizabeth L. Cowell, 51
    
    Executive Vice President of the Company and the Bank since 2009 
Retail & Business Banking; Senior Vice President and Director of
De Novo Execution  Retail & Small Business Bank from 2007 to
2009, Director  Sales & Service Execution from 2006 to 2007,
Director  Deposit & Access Services from 1999 to 2006, Wachovia
CorporationFrancisco DeArmas, 49
    
    Executive Vice President of the Company and the Bank since 2007 
Operations & Technology; Chief Administrative Officer  Global
Applications and Architecture from 2003 to 2007, General Motors
Acceptance CorporationC. Mark Duthu, 54
    
    Executive Vice President of the Company and the Bank since 2008 
Trust & Wealth Management; Regional Managing Director  Trust
Division of Wachovia Bank from 2005 to 2006; Executive Vice
President  Trust Division of SouthTrust Bank from 1998 to 2005Joseph S. Schwertz, Jr., 53
    
    Executive Vice President of the Company and the Bank since 2009,
Corporate Secretary of the Company and the Bank since 1993,
Senior Vice President of the Bank from 1994 to 2009  General
Counsel
 12




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Item 1A:
    
    RISK FACTORS
  
    
    credit risk, which is the risk that borrowers will be unable to meet their contractual
obligations, leading to loan losses and reduced interest income;
    
    market risk, which is the risk that changes in market rates and prices will adversely
affect the results of operations or financial condition;
    
    liquidity risk, which is the risk that funds will not be available at a reasonable cost
to meet operating and strategic needs;
    
    compliance risk, which is the risk of failure to comply with requirements imposed by
regulators;
    
    reputation risk, which is the risk that negative perceptions of a business will
adversely affect operations and financial performance; and
    
    operational risk, which is the risk of loss resulting from inadequate or failed internal
processes, people and systems, or external events, such as natural disasters.
  The recession in the broader economy, both nationally and internationally, could have an adverse
affect on Whitneys financial condition, results of operations and cash flows.
   The current and further deterioration in the residential construction and commercial real estate
markets may lead to increased nonperforming assets in Whitneys loan portfolio and increased
provision for losses on loans, which could have a material adverse effect on our capital, financial
condition and results of operations.
  13




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Whitney has credit exposure in the oil and gas industry.
  The composition of Whitneys loan portfolio could increase the volatility of its credit quality
metrics and provisions for credit losses.
  Whitneys allowance for loan losses may not be adequate to cover actual losses, and we may be
required to materially increase our allowance, which may adversely affect our capital, financial
condition and results of operations.
  Impairment of goodwill associated with acquisitions would result in a charge to earnings.
  14




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Additional losses may result in a valuation allowance to deferred tax assets.
  Whitneys
ability to pay dividends is subject to certain regulatory considerations.
  Whitneys continued participation in the Capital Purchase Program may adversely affect our ability
to retain customers, attract investors, compete for new business opportunities and retain high
performing employees.
   The failure of other financial institutions could adversely affect Whitney.
  15




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Concern by customers over deposit insurance may cause a decrease in deposits and changes in the mix
of funding sources available to Whitney.
  Whitneys profitability depends in substantial part on net interest income and on its ability to
manage interest rate risk.
  Whitneys business is highly regulated. Our compliance with existing and proposed banking
legislation and regulation, including our compliance with regulatory and supervisory actions, could
adversely limit or restrict our activities and adversely affect our business, operating flexibility
and financial condition.
    16




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Reductions in the Companys or the Banks credit ratings could reduce access to funding sources in
the credit and capital markets and increase funding costs.
   The Companys financial condition and outlook may be adversely affected by damage to Whitneys
reputation.
  The costs and effects of litigation, derivative suits, investigations or similar matters, or
adverse facts and developments related thereto, could materially affect Whitneys business,
operating results and financial condition.
   17




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We rely on our systems and employees, and any errors or fraud could materially adversely affect our
operations.
   The senior preferred stock issued to the Treasury impacts net income available to Whitneys common
shareholders and its earnings per share.
  There can be no assurance when the Series A preferred stock can be redeemed and the Warrant can be
repurchased.
  18




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Holders of the Series A preferred stock have rights that are senior to those of Whitneys common
shareholders.
  Holders of the Series A preferred stock may, under certain circumstances, have the right to elect
two directors to Whitneys board of directors.
  Holders of the Series A preferred stock have limited voting rights.
  Whitney may issue additional common stock or other equity securities in the future which could
dilute the ownership interest of existing shareholders.
  New banking laws and regulations could materially affect our operations and our cost of doing
business.
  19




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The short-term and long-term impact of a likely new capital framework, whether through the current
proposal for non-Basel II U.S. banking institutions or through another set of capital standards, is
uncertain.
  Whitneys market area is susceptible to hurricanes and tropical storms, which may increase the
Companys exposure to credit risk, operational risk and liquidity risk.
   20




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Item 1B:
    
    UNRESOLVED STAFF COMMENTS
  
 Item 2:
    
    PROPERTIES
   
 Item 3:
    
    LEGAL PROCEEDINGS
  
 Item 4:
    
    RESERVED
 21




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PART II
 
 Item 5:
    
    MARKET FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER
PURCHASES OF EQUITY SECURITIES
   Title of Class
    
    Shareholders of RecordCommon Stock, no par value
    
    
    5,433
   Total Number ofTotal
    
    
    
    Shares Purchased as
    
    Maximum Number ofNumber of
    
    Average Price
    
    Part of Publicly
    
    Shares that May YetShares
    
    Paid
    
    Announced Plans or
    
    Be Purchased under thePeriod
    
    Purchased
    
    per Share
    
    Programs (1)
    
    Plans or Programs (1)October 2009
    
    
    
    
    
    
    
    November 2009
    
    
    
    
    
    
    
    December 2009
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
   22




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STOCK PERFORMANCE GRAPH
   
 23




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Item 6:
    
    SELECTED FINANCIAL DATA
 WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
 Years Ended December 31(dollars in thousands, except per share data)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005YEAR-END BALANCE SHEET DATATotal assets
    
    $
    11,892,141
    
    
    $
    12,380,501
    
    
    $
    11,027,264
    
    
    $
    10,185,880
    
    
    $
    10,109,006Earning assets
    
    
    10,699,847
    
    
    
    11,209,246
    
    
    
    10,122,071
    
    
    
    9,277,554
    
    
    
    9,054,484Loans
    
    
    8,403,443
    
    
    
    9,081,850
    
    
    
    7,585,701
    
    
    
    7,050,416
    
    
    
    6,560,597Investment securities
    
    
    2,050,440
    
    
    
    1,939,355
    
    
    
    1,985,237
    
    
    
    1,886,093
    
    
    
    1,641,451Noninterest-bearing deposits
    
    
    3,301,354
    
    
    
    3,233,550
    
    
    
    2,740,019
    
    
    
    2,947,997
    
    
    
    3,301,227Total deposits
    
    
    9,149,894
    
    
    
    9,261,594
    
    
    
    8,583,789
    
    
    
    8,433,308
    
    
    
    8,604,836Shareholders equity
    
    
    1,681,064
    
    
    
    1,525,478
    
    
    
    1,228,736
    
    
    
    1,112,962
    
    
    
    961,043AVERAGE BALANCE SHEET DATATotal assets
    
    $
    11,955,596
    
    
    $
    11,080,342
    
    
    $
    10,512,422
    
    
    $
    10,242,838
    
    
    $
    8,903,321Earning assets
    
    
    10,867,461
    
    
    
    10,122,620
    
    
    
    9,636,586
    
    
    
    9,349,262
    
    
    
    8,098,998Loans
    
    
    8,775,662
    
    
    
    8,066,639
    
    
    
    7,344,889
    
    
    
    6,776,794
    
    
    
    6,137,676Investment securities
    
    
    1,946,241
    
    
    
    1,967,375
    
    
    
    1,893,866
    
    
    
    1,824,646
    
    
    
    1,836,228Noninterest-bearing deposits
    
    
    3,134,811
    
    
    
    2,786,003
    
    
    
    2,708,353
    
    
    
    3,033,978
    
    
    
    2,439,229Total deposits
    
    
    9,106,002
    
    
    
    8,368,937
    
    
    
    8,397,778
    
    
    
    8,476,954
    
    
    
    7,224,426Shareholders equity
    
    
    1,542,293
    
    
    
    1,225,177
    
    
    
    1,209,923
    
    
    
    1,065,303
    
    
    
    935,362INCOME STATEMENT DATAInterest income
    
    $
    519,298
    
    
    $
    575,866
    
    
    $
    661,105
    
    
    $
    616,371
    
    
    $
    468,085Interest expense
    
    
    75,866
    
    
    
    120,221
    
    
    
    196,314
    
    
    
    145,160
    
    
    
    80,986Net interest income
    
    
    443,432
    
    
    
    455,645
    
    
    
    464,791
    
    
    
    471,211
    
    
    
    387,099Net interest income (TE)
    
    
    448,115
    
    
    
    460,662
    
    
    
    470,868
    
    
    
    477,423
    
    
    
    392,979Provision for credit losses
    
    
    259,000
    
    
    
    134,000
    
    
    
    17,000
    
    
    
    3,720
    
    
    
    37,580Noninterest income
    
    
    119,950
    
    
    
    107,172
    
    
    
    126,681
    
    
    
    84,791
    
    
    
    82,235Net securities gain (loss) in noninterest income
    
    
    334
    
    
    
    67
    
    
    
    (1
    )
    
    
    
    
    
    
    68Noninterest expense
    
    
    416,394
    
    
    
    351,094
    
    
    
    349,108
    
    
    
    338,473
    
    
    
    286,398Net income (loss)
    
    
    (62,146
    )
    
    
    58,585
    
    
    
    151,054
    
    
    
    144,645
    
    
    
    102,349Net income (loss) to common shareholders
    
    
    (78,372
    )
    
    
    57,997
    
    
    
    151,054
    
    
    
    144,645
    
    
    
    102,349KEY RATIOSReturn on average assets
    
    
    (.52
    )%
    
    
    .53
    %
    
    
    1.44
    %
    
    
    1.41
    %
    
    
    1.15
    %Return on average common shareholders equity
    
    
    (6.28
    )
    
    
    4.77
    
    
    
    12.48
    
    
    
    13.58
    
    
    
    10.94Net interest margin
    
    
    4.12
    
    
    
    4.55
    
    
    
    4.89
    
    
    
    5.11
    
    
    
    4.85Average loans to average deposits
    
    
    96.37
    
    
    
    96.39
    
    
    
    87.46
    
    
    
    79.94
    
    
    
    84.96Efficiency ratio
    
    
    73.34
    
    
    
    61.84
    
    
    
    58.42
    
    
    
    60.20
    
    
    
    60.28Expense to average assets
    
    
    3.48
    
    
    
    3.17
    
    
    
    3.32
    
    
    
    3.30
    
    
    
    3.22Allowance for loan losses to loans
    
    
    2.66
    
    
    
    1.77
    
    
    
    1.16
    
    
    
    1.08
    
    
    
    1.37Net charge-offs to average loans
    
    
    2.22
    
    
    
    .88
    
    
    
    .11
    
    
    
    .29
    
    
    
    .08Nonperforming assets to loans plus foreclosed
assets and surplus property
    
    
    5.52
    
    
    
    3.61
    
    
    
    1.64
    
    
    
    .81
    
    
    
    1.03Average shareholders equity to average assets
    
    
    12.90
    
    
    
    11.06
    
    
    
    11.51
    
    
    
    10.40
    
    
    
    10.51Tangible common equity to tangible assets
    
    
    8.18
    
    
    
    6.49
    
    
    
    8.24
    
    
    
    8.08
    
    
    
    7.40Leverage ratio
    
    
    11.05
    
    
    
    9.87
    
    
    
    8.79
    
    
    
    8.76
    
    
    
    8.21COMMON SHARE DATAEarnings (loss) per shareBasic
    
    $
    (1.08
    )
    
    $
    .89
    
    
    $
    2.23
    
    
    $
    2.21
    
    
    $
    1.63Diluted
    
    
    (1.08
    )
    
    
    .88
    
    
    
    2.21
    
    
    
    2.18
    
    
    
    1.62Cash dividends per share
    
    $
    0.04
    
    
    $
    1.13
    
    
    $
    1.16
    
    
    $
    1.08
    
    
    $
    .98Book value per share
    
    $
    14.37
    
    
    $
    18.29
    
    
    $
    18.67
    
    
    $
    16.88
    
    
    $
    15.17Tangible book value per share
    
    $
    9.71
    
    
    $
    11.48
    
    
    $
    13.37
    
    
    $
    12.10
    
    
    $
    11.54Trading dataHigh price
    
    $
    16.16
    
    
    $
    33.02
    
    
    $
    33.26
    
    
    $
    37.26
    
    
    $
    33.69Low price
    
    
    7.78
    
    
    
    13.96
    
    
    
    22.46
    
    
    
    27.27
    
    
    
    24.14End-of-period closing price
    
    
    9.11
    
    
    
    15.99
    
    
    
    26.15
    
    
    
    32.62
    
    
    
    27.56
 
 Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.

The efficiency ratio is noninterest expense divided by total net interest (TE) and noninterest income (excluding securities transactions).

The tangible common equity to tangible assets ratio is total shareholders equity less preferred stock and intangible assets divided by
total assets less intangible assets. 24




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Item 7:
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 The purpose of this discussion and analysis is to aid in understanding significant changes in
the financial condition of Whitney Holding Corporation and its subsidiaries (the Company or
Whitney) and on their results of operations during 2009, 2008 and 2007. Nearly all of the
Companys operations are contained in its banking subsidiary, Whitney National Bank (the Bank).
This discussion and analysis is intended to highlight and supplement information presented
elsewhere in this annual report on Form 10-K , particularly the consolidated financial statements
and related notes appearing in Item 8.
 FORWARD-LOOKING STATEMENTS
     
    
    the continued deterioration of general economic and business conditions in the
United States and in the regions and the communities Whitney serves;
    
    further declines in the values of residential and commercial real estate, which
may increase Whitneys credit losses;
    
    Whitneys ability to effectively manage interest rate risk and other market
risk, credit risk, operational risk, legal risk, liquidity risk, and regulatory
and compliance risk;
    
    changes in interest rates that affect the pricing of Whitneys financial
products, the demand for its financial services and the valuation of its financial
assets and liabilities;
    
    Whitneys ability to manage fluctuations in the value of its assets and
liabilities and off-balance sheet exposure so as to maintain sufficient capital and
liquidity to support its business;
    
    Whitneys ability to manage disruptions in the credit and lending markets,
including the impact on its business and on the businesses of its customers as well
as other financial institutions with which Whitney has commercial relationships;
    
    Whitneys ability to comply with any requirements imposed on the Company and the
Bank by their respective regulators, and the potential negative consequences that
may result;
    
    the occurrence of natural disasters or acts of war or terrorism that directly or
indirectly affect the financial health of Whitneys customer base;
 25




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
    
    changes in laws and regulations, including increases in regulatory capital
requirements, that significantly affect the activities of the banking industry and
its competitive position relative to other financial service providers;
    
    technological changes affecting the nature or delivery of financial products or
services and the cost of providing them;
    
    Whitneys ability to develop competitive new products and services in a timely
manner and the acceptance of such products and services by the Banks customers;
    
    Whitneys ability to effectively expand into new markets;
    
    the cost and other effects of material contingencies, including litigation
contingencies;
    
    the failure to attract or retain key personnel;
    
    the failure to capitalize on growth opportunities and to realize cost savings in
connection with business acquisitions;
    
    the effectiveness of Whitneys responses to unexpected changes; and
    
    those other factors identified and discussed in this annual report on Form 10-K
and in Whitneys other public filings with the SEC.
  OVERVIEW
  Common Stock Offering
  Mergers and Acquisitions
  26




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##### Table of Contents



Loans and Earning Assets
  Deposits and Funding
   Net Interest Income
  Provision for Credit Losses and Credit Quality
    27




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Noninterest Income
  Noninterest Expense
  CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
  Allowance for Credit Losses
  28




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Goodwill Impairment Test
   Accounting for Retirement Benefits
  29




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FINANCIAL CONDITION
 LOANS, CREDIT RISK MANAGEMENT AND ALLOWANCE AND RESERVE FOR CREDIT LOSSES
 Loan Portfolio Developments
   TABLE 1. LOANS OUTSTANDING BY TYPE
 December 31,(in thousands)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Commercial & industrial
    
    $
    3,075,340
    
    
    $
    3,436,461
    
    
    $
    2,822,752
    
    
    $
    2,725,531
    
    
    $
    2,685,894Owner-occupied real estate
    
    
    1,079,487
    
    
    
    1,013,919
    
    
    
    740,977
    
    
    
    604,196
    
    
    
    608,407Total commercial & industrial
    
    
    4,154,827
    
    
    
    4,450,380
    
    
    
    3,563,729
    
    
    
    3,329,727
    
    
    
    3,294,301Construction, land & land development
    
    
    1,537,155
    
    
    1,887,480
    
    
    
    1,770,824
    
    
    
    1,580,209
    
    
    
    1,395,314Other commercial real estate
    
    
    1,246,353
    
    
    
    1,254,329
    
    
    
    965,757
    
    
    
    909,599
    
    
    
    739,765Total commercial real estate
    
    
    2,783,508
    
    
    
    3,141,809
    
    
    
    2,736,581
    
    
    
    2,489,808
    
    
    
    2,135,079Residential mortgage
    
    
    1,035,110
    
    
    
    1,079,270
    
    
    
    933,797
    
    
    
    893,091
    
    
    
    774,124Consumer
    
    
    429,998
    
    
    
    410,391
    
    
    
    351,594
    
    
    
    337,790
    
    
    
    357,093Total loans
    
    $
    8,403,443
    
    
    $
    9,081,850
    
    
    $
    7,585,701
    
    
    $
    7,050,416
    
    
    $
    6,560,597
   30




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TABLE 2. GEOGRAPHIC DISTRIBUTION OF LOAN PORTFOLIO AT DECEMBER 31, 2009
 Alabama/
    
    
    
    
    
    
    Percent(dollars in millions)
    
    Louisiana
    
    
    Texas
    
    
    Florida
    
    
    Mississippi
    
    
    Total
    
    
    of totalCommercial & industrial
    
    $
    2,182
    
    
    $
    548
    
    
    $
    95
    
    
    $
    250
    
    
    $
    3,075
    
    
    
    37
    %Owner-occupied real estate
    
    
    667
    
    
    
    119
    
    
    
    205
    
    
    
    89
    
    
    
    1,080
    
    
    
    13Total commercial & industrial
    
    
    2,849
    
    
    
    667
    
    
    
    300
    
    
    
    339
    
    
    
    4,155
    
    
    
    50Construction, land & land development
    
    
    454
    
    
    
    484
    
    
    
    363
    
    
    
    236
    
    
    
    1,537
    
    
    
    18Other commerical real estate
    
    
    630
    
    
    
    159
    
    
    
    310
    
    
    
    147
    
    
    
    1,246
    
    
    
    15Total commercial real estate
    
    
    1,084
    
    
    
    643
    
    
    
    673
    
    
    
    383
    
    
    
    2,783
    
    
    
    33Residential mortgage
    
    
    564
    
    
    
    148
    
    
    
    196
    
    
    
    127
    
    
    
    1,035
    
    
    
    12Consumer
    
    
    294
    
    
    
    25
    
    
    
    69
    
    
    
    42
    
    
    
    430
    
    
    
    5Total
    
    $
    4,791
    
    
    $
    1,483
    
    
    $
    1,238
    
    
    $
    891
    
    
    $
    8,403
    
    
    
    100
    %Percent of total
    
    
    57
    %
    
    
    18
    %
    
    
    15
    %
    
    
    10
    %
    
    
    100
    %
   TABLE 3. CONSTRUCTION, LAND & LAND DEVELOPMENT LOANS AT DECEMBER 31, 2009
 Alabama/
    
    
    
    
    
    
    Percent(dollars in millions)
    
    Louisiana
    
    
    Texas
    
    
    Florida
    
    
    Mississippi
    
    
    Total
    
    
    of totalResidential construction
    
    $
    61
    
    
    $
    56
    
    
    $
    35
    
    
    $
    18
    
    
    $
    170
    
    
    
    11
    %Land & lots:Residential
    
    
    161
    
    
    
    45
    
    
    
    129
    
    
    
    79
    
    
    
    414
    
    
    
    27Commercial
    
    
    107
    
    
    
    84
    
    
    
    85
    
    
    
    57
    
    
    
    333
    
    
    
    22Retail
    
    
    32
    
    
    
    143
    
    
    
    12
    
    
    
    16
    
    
    
    203
    
    
    
    13Multifamily
    
    
    20
    
    
    
    81
    
    
    
    
    
    
    
    20
    
    
    
    121
    
    
    
    8Office buildings
    
    
    12
    
    
    
    35
    
    
    
    23
    
    
    
    1
    
    
    
    71
    
    
    
    5Industrial/warehouse
    
    
    15
    
    
    
    4
    
    
    
    5
    
    
    
    4
    
    
    
    28
    
    
    
    2Hotel/motel
    
    
    
    
    
    
    
    
    
    
    22
    
    
    
    
    
    
    
    22
    
    
    
    1Other (a)
    
    
    46
    
    
    
    36
    
    
    
    52
    
    
    
    41
    
    
    
    175
    
    
    
    11Total
    
    $
    454
    
    
    $
    484
    
    
    $
    363
    
    
    $
    236
    
    
    $
    1,537
    
    
    
    100
    %Percent of total
    
    
    30
    %
    
    
    31
    %
    
    
    24
    %
    
    
    15
    %
    
    
    100
    %
 
 (a)
    
    Includes agricultural land. 31




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TABLE 4. OTHER COMMERCIAL REAL ESTATE LOANS AT DECEMBER 31, 2009
 Alabama/
    
    
    
    
    
    
    Percent(dollars in millions)
    
    Louisiana
    
    
    Texas
    
    
    Florida
    
    
    Mississippi
    
    
    Total
    
    
    of totalRetail
    
    $
    159
    
    
    $
    78
    
    
    $
    80
    
    
    $
    38
    
    
    $
    355
    
    
    
    28
    %Office buildings
    
    
    112
    
    
    
    25
    
    
    
    61
    
    
    
    30
    
    
    
    228
    
    
    
    18Hotel/motel
    
    
    149
    
    
    
    4
    
    
    
    37
    
    
    
    24
    
    
    
    214
    
    
    
    17Multifamily
    
    
    72
    
    
    
    32
    
    
    
    47
    
    
    
    30
    
    
    
    181
    
    
    
    15Industrial/warehouse
    
    
    57
    
    
    
    15
    
    
    
    48
    
    
    
    17
    
    
    
    137
    
    
    
    11Other
    
    
    81
    
    
    
    5
    
    
    
    37
    
    
    
    8
    
    
    
    131
    
    
    
    11Total
    
    $
    630
    
    
    $
    159
    
    
    $
    310
    
    
    $
    147
    
    
    $
    1,246
    
    
    
    100
    %Percent of total
    
    
    50
    %
    
    
    13
    %
    
    
    25
    %
    
    
    12
    %
    
    
    100
    %
   TABLE 5. LOAN MATURITIES BY TYPE
 December 31, 2009One year
    
    
    One through
    
    
    More than(in thousands)
    
    or less
    
    
    five years
    
    
    five years
    
    
    TotalCommercial & industrial
    
    $
    2,109,276
    
    
    $
    845,356
    
    
    $
    120,708
    
    
    $
    3,075,340Owner-occupied real estate
    
    
    144,394
    
    
    
    772,692
    
    
    
    162,401
    
    
    
    1,079,487Total commercial & industrial
    
    

    2,253,670
    
    
    
    1,618,048
    
    
    
    283,109
    
    
    
    4,154,827Construction, land & land development
    
    
    907,780
    
    
    
    532,065
    
    
    
    97,310
    
    
    
    1,537,155Other commercial real estate
    
    
    317,005
    
    
    
    758,408
    
    
    
    170,940
    
    
    
    1,246,353Total commercial real estate
    
    
    1,224,785
    
    
    
    1,290,473
    
    
    
    268,250
    
    
    
    2,783,508Residential mortgage
    
    
    186,449
    
    
    
    560,822
    
    
    
    287,839
    
    
    
    1,035,110Consumer
    
    
    199,988
    
    
    
    196,395
    
    
    
    33,615
    
    
    
    429,998Total
    
    $
    3,864,892
    
    
    $
    3,665,738
    
    
    $
    872,813
    
    
    $
    8,403,443
 Credit Risk Management and Allowance and Reserve for Credit Losses
 General Discussion of Credit Risk Management and Determination of Credit Loss Allowance
and Reserve
   32




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Credit Quality Statistics and Components of Credit Loss Allowance and Reserve
   33




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##### Table of Contents



TABLE 6.CRITICIZED LOANS AT DECEMBER 31, 2009
 Percent ofAlabama/
    
    
    
    
    
    
    loan category(dollars in millions)
    
    Louisiana
    
    
    Texas
    
    
    Florida
    
    
    Mississippi
    
    
    Total
    
    
    totalCommercial & industrial
    
    $
    71
    
    
    $
    107
    
    
    $
    8
    
    
    $
    30
    
    
    $
    216
    
    
    
    7
    %Owner-user real estate
    
    
    41
    
    
    
    17
    
    
    
    46
    
    
    
    16
    
    
    
    120
    
    
    
    11
    %Total commercial & industrial
    
    
    112
    
    
    
    124
    
    
    
    54
    
    
    
    46
    
    
    
    336
    
    
    
    8
    %Construction land & land
development
    
    
    25
    
    
    
    135
    
    
    
    173
    
    
    
    44
    
    
    
    377
    
    
    
    25
    %Other commercial real estate
    
    
    37
    
    
    
    38
    
    
    
    93
    
    
    
    28
    
    
    
    196
    
    
    
    16
    %Total commercial real estate
    
    
    62
    
    
    
    173
    
    
    
    266
    
    
    
    72
    
    
    
    573
    
    
    
    21
    %Residential mortgage
    
    
    45
    
    
    
    6
    
    
    
    63
    
    
    
    19
    
    
    
    133
    
    
    
    13
    %Consumer
    
    
    5
    
    
    
    
    
    
    
    8
    
    
    
    3
    
    
    
    16
    
    
    
    4
    %Total
    
    $
    224
    
    
    $
    303
    
    
    $
    391
    
    
    $
    140
    
    
    $
    1,058
    
    
    
    13
    %Percent of regional loan total
    
    
    5
    %
    
    
    20
    %
    
    
    32
    %
    
    
    16
    %
    
    
    13
    %
  TABLE 7.
    
    CRITICIZED CONSTRUCTION, LAND & LAND DEVELOPMENT
LOANS AT DECEMBER 31, 2009
 Alabama/
    
    
    
    
    
    
    Percent(dollars in millions)
    
    Louisiana
    
    
    Texas
    
    
    Florida
    
    
    Mississippi
    
    
    Total
    
    
    of totalResidential construction
    
    $
    5
    
    
    $
    15
    
    
    $
    21
    
    
    $
    
    
    
    $
    41
    
    
    
    11
    %Land & lots:Residential
    
    
    9
    
    
    
    9
    
    
    
    60
    
    
    
    25
    
    
    
    103
    
    
    
    27Commercial
    
    
    8
    
    
    
    43
    
    
    
    52
    
    
    
    3
    
    
    
    106
    
    
    
    28Retail
    
    
    
    
    
    
    37
    
    
    
    8
    
    
    
    
    
    
    
    45
    
    
    
    12Multifamily
    
    
    
    
    
    
    23
    
    
    
    
    
    
    
    
    
    
    
    23
    
    
    
    6Office buildings
    
    
    
    
    
    
    8
    
    
    
    7
    
    
    
    
    
    
    
    15
    
    
    
    4Other (a)
    
    
    3
    
    
    
    
    
    
    
    25
    
    
    
    16
    
    
    
    44
    
    
    
    12Total
    
    $
    25
    
    
    $
    135
    
    
    $
    173
    
    
    $
    44
    
    
    $
    377
    
    
    
    100
    %Percent of total
    
    
    7
    %
    
    
    36
    %
    
    
    46
    %
    
    
    11
    %
    
    
    100
    %
 
 (a)
    
    Includes agricultural land.  34




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TABLE 8. CRITICIZED OTHER COMMERCIAL REAL ESTATE LOANS AT DECEMBER 31, 2009
 Alabama/
    
    
    
    
    
    
    Percent(dollars in millions)
    
    Louisiana
    
    
    Texas
    
    
    Florida
    
    
    Mississippi
    
    
    Total
    
    
    of totalRetail
    
    $
    5
    
    
    $
    25
    
    
    $
    14
    
    
    $
    18
    
    
    $
    62
    
    
    
    32
    %Office buildings
    
    
    3
    
    
    
    3
    
    
    
    10
    
    
    
    4
    
    
    
    20
    
    
    
    10Hotel/motel
    
    
    18
    
    
    
    
    
    
    
    17
    
    
    
    
    
    
    
    35
    
    
    
    18Multifamily
    
    
    5
    
    
    
    10
    
    
    
    27
    
    
    
    5
    
    
    
    47
    
    
    
    24Industrial/warehouse
    
    
    5
    
    
    
    
    
    
    
    19
    
    
    
    
    
    
    
    24
    
    
    
    12Other
    
    
    1
    
    
    
    
    
    
    
    6
    
    
    
    1
    
    
    
    8
    
    
    
    4Total
    
    $
    37
    
    
    $
    38
    
    
    $
    93
    
    
    $
    28
    
    
    $
    196
    
    
    
    100
    %Percent of total
    
    
    19
    %
    
    
    19
    %
    
    
    48
    %
    
    
    14
    %
    
    
    100
    %
   TABLE 9.NONPERFORMING ASSETS
 December 31(dollars in thousands)
    
    2009
    
    2008
    
    2007
    
    2006
    
    2005Loans accounted for on a nonaccrual basis
    
    $
    414,075
    
    
    $
    301,095
    
    
    $
    120,096
    
    
    $
    55,992
    
    
    $
    65,565Restructured loans accruing
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30Total nonperforming loans
    
    
    414,075
    
    
    
    301,095
    
    
    
    120,096
    
    
    
    55,992
    
    
    
    65,595Foreclosed assets and surplus banking property
    
    
    52,630
    
    
    
    28,067
    
    
    
    4,624
    
    
    
    800
    
    
    
    1,708Total nonperforming assets
    
    $
    466,705
    
    
    $
    329,162
    
    
    $
    124,720
    
    
    $
    56,792
    
    
    $
    67,303Loans 90 days past due still accruing
    
    $
    23,386
    
    
    $
    16,101
    
    
    $
    8,711
    
    
    $
    7,574
    
    
    $
    13,728Ratios:Nonperforming assets to loans plus foreclosed
assets and surplus property
    
    
    5.52
    %
    
    
    3.61
    %
    
    
    1.64
    %
    
    
    .81
    %
    
    
    1.03
    %Allowance for loan losses to
nonperforming loans
    
    
    54.02
    
    
    
    53.51
    
    
    
    73.20
    
    
    
    135.60
    
    
    
    137.25Loans 90 days past due still accruing to loans
    
    
    .28
    
    
    
    .18
    
    
    
    .11
    
    
    
    .11
    
    
    
    .21
 35




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36




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TABLE 10. SUMMARY OF ACTIVITY IN THE ALLOWANCE FOR LOAN LOSSES AND RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS
 (dollars in thousands)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005ALLOWANCE FOR LOAN LOSSESAllowance at beginning of year
    
    $
    161,109
    
    
    $
    87,909
    
    
    $
    75,927
    
    
    $
    90,028
    
    
    $
    54,345Allowance of acquired banks
    
    
    
    
    
    
    9,971
    
    
    
    2,791
    
    
    
    2,908
    
    
    
    3,648Provision for credit losses
    
    
    257,600
    
    
    
    134,500
    
    
    
    17,600
    
    
    
    2,400
    
    
    
    37,000Loans charged off:Commercial & industrial
    
    
    (21,784
    )
    
    
    (31,481
    )
    
    
    (9,452
    )
    
    
    (15,841
    )
    
    
    (7,047
    )Owner-user real estate
    
    
    (10,387
    )
    
    
    (1,891
    )
    
    
    (65
    )
    
    
    (100
    )
    
    
    (212
    )Total commercial & industrial
    
    
    (32,171
    )
    
    
    (33,372
    )
    
    
    (9,517
    )
    
    
    (15,941
    )
    
    
    (7,259
    )Construction, land & land development
    
    
    (116,846
    )
    
    
    (30,141
    )
    
    
    (3,671
    )
    
    
    (5,254
    )
    
    
    (220
    )Other commercial real estate
    
    
    (21,367
    )
    
    
    (6,209
    )
    
    
    (634
    )
    
    
    (1,181
    )
    
    
    (6
    )Total commercial real estate
    
    
    (138,213
    )
    
    
    (36,350
    )
    
    
    (4,305
    )
    
    
    (6,435
    )
    
    
    (226
    )Residential mortgage
    
    
    (25,959
    )
    
    
    (7,885
    )
    
    
    (1,726
    )
    
    
    (555
    )
    
    
    (295
    )Consumer
    
    
    (7,259
    )
    
    
    (4,619
    )
    
    
    (2,408
    )
    
    
    (2,297
    )
    
    
    (2,876
    )Total charge-offs
    
    
    (203,602
    )
    
    
    (82,226
    )
    
    
    (17,956
    )
    
    
    (25,228
    )
    
    
    (10,656
    )Recoveries on loans previously charged off:Commercial & industrial
    
    
    4,431
    
    
    
    7,417
    
    
    
    7,703
    
    
    
    3,409
    
    
    
    2,707Owner-user real estate
    
    
    55
    
    
    
    32
    
    
    
    62
    
    
    
    31
    
    
    
    370Total commercial & industrial
    
    
    4,486
    
    
    
    7,449
    
    
    
    7,765
    
    
    
    3,440
    
    
    
    3,077Construction, land & land development
    
    
    1,657
    
    
    
    1,653
    
    
    
    24
    
    
    
    157
    
    
    
    6Other commercial real estate
    
    
    87
    
    
    
    58
    
    
    
    93
    
    
    
    46
    
    
    
    556Total commercial real estate
    
    
    1,744
    
    
    
    1,711
    
    
    
    117
    
    
    
    203
    
    
    
    562Residential mortgage
    
    
    1,058
    
    
    
    638
    
    
    
    407
    
    
    
    270
    
    
    
    571Consumer
    
    
    1,276
    
    
    
    1,157
    
    
    
    1,258
    
    
    
    1,906
    
    
    
    1,481Total recoveries
    
    
    8,564
    
    
    
    10,955
    
    
    
    9,547
    
    
    
    5,819
    
    
    
    5,691Net loans charged off
    
    
    (195,038
    )
    
    
    (71,271
    )
    
    
    (8,409
    )
    
    
    (19,409
    )
    
    
    (4,965
    )Allowance at end of year
    
    $
    223,671
    
    
    $
    161,109
    
    
    $
    87,909
    
    
    $
    75,927
    
    
    $
    90,028RatiosAllowance for loan losses to loans at end of year
    
    
    2.66
    %
    
    
    1.77
    %
    
    
    1.16
    %
    
    
    1.08
    %
    
    
    1.37
    %Net charge-offs to average loans
    
    
    2.22
    
    
    
    .88
    
    
    
    .11
    
    
    
    .29
    
    
    
    .08Gross charge-offs to average loans
    
    
    2.32
    
    
    
    1.02
    
    
    
    .24
    
    
    
    .37
    
    
    
    .17Recoveries to gross charge-offs
    
    
    4.21
    
    
    
    13.32
    
    
    
    53.17
    
    
    
    23.07
    
    
    
    53.41RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTSReserve at beginning of year
    
    $
    800
    
    
    $
    1,300
    
    
    $
    1,900
    
    
    $
    580
    
    
    $
    Provision for credit losses
    
    
    1,400
    
    
    
    (500
    )
    
    
    (600
    )
    
    
    1,320
    
    
    
    580Reserve at end of year
    
    $
    2,200
    
    
    $
    800
    
    
    $
    1,300
    
    
    $
    1,900
    
    
    $
    580
 37




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TABLE 11. ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
 2009
    
    2008
    
    2007
    
    2006
    
    2005%
    
    
    
    
    
    %
    
    
    
    
    
    %
    
    
    
    
    
    %
    
    
    
    
    
    %(dollars in millions)
    
    Balance
    
    Loans
    
    Balance
    
    Loans
    
    Balance
    
    Loans
    
    Balance
    
    Loans
    
    Balance
    
    LoansCommercial & industrial
    
    $
    53
    
    
    
    37
    %
    
    $
    36
    
    
    
    38
    %
    
    
    (a
    )
    
    
    
    
    
    
    (a
    )
    
    
    
    
    
    
    (a
    )Owner-occupied real estate
    
    
    19
    
    
    
    13
    
    
    
    20
    
    
    
    11
    
    
    
    (a
    )
    
    
    
    
    
    
    (a
    )
    
    
    
    
    
    
    (a
    )Total commercial & industrial
    
    
    72
    
    
    
    50
    
    
    
    56
    
    
    
    49
    
    
    $
    55
    
    
    
    47
    %
    
    $
    47
    
    
    
    47
    %
    
    $
    57
    
    
    
    50
    %Construction, land & land development
    
    
    80
    
    
    
    18
    
    
    
    60
    
    
    
    21
    
    
    
    (a
    )
    
    
    
    
    
    
    (a
    )
    
    
    
    
    
    
    (a
    )Other commercial real estate
    
    
    34
    
    
    
    15
    
    
    
    22
    
    
    
    14
    
    
    
    (a
    )
    
    
    
    
    
    
    (a
    )
    
    
    
    
    
    
    (a
    )Total commercial real estate
    
    
    114
    
    
    
    33
    
    
    
    82
    
    
    
    35
    
    
    
    25
    
    
    
    36
    
    
    
    21
    
    
    
    35
    
    
    
    17
    
    
    
    33Residential mortgage
    
    
    28
    
    
    
    12
    
    
    
    19
    
    
    
    12
    
    
    
    6
    
    
    
    12
    
    
    
    4
    
    
    
    13
    
    
    
    8
    
    
    
    12Consumer
    
    
    10
    
    
    
    5
    
    
    
    4
    
    
    
    4
    
    
    
    2
    
    
    
    5
    
    
    
    4
    
    
    
    5
    
    
    
    8
    
    
    
    5Total
    
    $
    224
    
    
    
    100
    %
    
    $
    161
    
    
    
    100
    %
    
    $
    88
    
    
    
    100
    %
    
    $
    76
    
    
    
    100
    %
    
    $
    90
    
    
    
    100
    %
 
 (a)
    
    Allocation of allowance by subcategory for 2007 and prior years not available. INVESTMENT SECURITIES
     38




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TABLE 12. DISTRIBUTION OF INVESTMENT MATURITIES
 December 31, 2009Over one through
    
    
    Over five throughOne year and less
    
    
    five years
    
    
    ten years
    
    
    Over ten years
    
    
    Total(dollars in thousands)
    
    Amount
    
    
    Yield
    
    
    Amount
    
    
    Yield
    
    
    Amount
    
    
    Yield
    
    
    Amount
    
    
    Yield
    
    
    Amount
    
    
    YieldSecurities Available for SaleMortgage-backed
securities(a)
    
    $
    33,059
    
    
    
    3.67
    %
    
    $
    77,001
    
    
    
    4.58
    %
    
    $
    293,642
    
    
    
    4.38
    %
    
    $
    1,305,063
    
    
    
    4.13
    %
    
    $
    1,708,765
    
    
    
    4.18
    %U. S. agency securities
    
    
    102,391
    
    
    
    4.38
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    102,391
    
    
    
    4.38Obligations of states and political subdivisions(b)
    
    
    1,352
    
    
    
    5.91
    
    
    
    4,198
    
    
    
    5.78
    
    
    
    1,116
    
    
    
    5.94
    
    
    
    
    
    
    
    
    
    
    
    6,666
    
    
    
    5.83Other debt securities
    
    
    750
    
    
    
    4.48
    
    
    
    3,750
    
    
    
    4.36
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,500
    
    
    
    4.38Equity securities(c)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,173
    
    
    
    4.21
    
    
    
    53,173
    
    
    
    4.21Total
    
    $
    137,552
    
    
    
    4.22
    %
    
    $
    84,949
    
    
    
    4.63
    %
    
    $
    294,758
    
    
    
    4.39
    %
    
    $
    1,358,236
    
    
    
    4.13
    %
    
    $
    1,875,495
    
    
    
    4.20
    %Securities Held to MaturityObligations of states and political subdivisions(b)
    
    $
    17,964
    
    
    
    5.34
    %
    
    $
    70,831
    
    
    
    5.64
    %
    
    $
    60,267
    
    
    
    6.03
    %
    
    $
    25,883
    
    
    
    6.68
    %
    
    $
    174,945
    
    
    
    5.90
    %Total
    
    $
    17,964
    
    
    
    5.34
    %
    
    $
    70,831
    
    
    
    5.64
    %
    
    $
    60,267
    
    
    
    6.03
    %
    
    $
    25,883
    
    
    
    6.68
    %
    
    $
    174,945
    
    
    
    5.90
    %
 
 (a)
    
    Distributed by contractual maturity without regard to repayment schedules or projected prepayments.(b)
    
    Tax exempt yields are expressed on a fully taxable-equivalent basis.(c)
    
    These securities have no stated maturities or guaranteed dividends. Yield estimated based on expected near-term returns.    39




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DEPOSITS AND BORROWINGS
   TABLE 13. DEPOSIT COMPOSITION
 (dollars in thousands)
    
    2009
    
    2008
    
    2007Noninterest-bearing demand deposits
    
    $
    3,301,354
    
    
    
    36
    %
    
    $
    3,233,550
    
    
    
    35
    %
    
    $
    2,740,019
    
    
    
    32
    %Interest-bearing deposits:NOW account deposits
    
    
    1,299,274
    
    
    
    14
    
    
    
    1,281,137
    
    
    
    14
    
    
    
    1,151,988
    
    
    
    13Money market deposits
    
    
    1,823,548
    
    
    
    20
    
    
    
    1,306,937
    
    
    
    14
    
    
    
    1,229,715
    
    
    
    14Savings deposits
    
    
    840,135
    
    
    
    9
    
    
    
    909,197
    
    
    
    10
    
    
    
    879,609
    
    
    
    10Other time deposits
    
    
    799,142
    
    
    
    9
    
    
    
    875,999
    
    
    
    9
    
    
    
    823,884
    
    
    
    10Time deposits $100,000 and over
    
    
    1,086,441
    
    
    
    12
    
    
    
    1,654,774
    
    
    
    18
    
    
    
    1,758,574
    
    
    
    21Total interest-bearing
    
    
    5,848,540
    
    
    
    64
    
    
    
    6,028,044
    
    
    
    65
    
    
    
    5,843,770
    
    
    
    68Total
    
    $
    9,149,894
    
    
    
    100
    %
    
    $
    9,261,594
    
    
    
    100
    %
    
    $
    8,583,789
    
    
    
    100
    %
   TABLE 14. MATURITIES OF TIME DEPOSITS
 Deposits of
    
    
    Deposits of$100,000
    
    
    less than(in thousands)
    
    or more
    
    
    $100,000
    
    
    TotalThree months or less
    
    $
    547,229
    
    
    $
    297,997
    
    
    $
    845,226Over three months through six months
    
    
    231,677
    
    
    
    192,436
    
    
    
    424,113Over six months through twelve months
    
    
    161,248
    
    
    
    165,850
    
    
    
    327,098Over twelve months
    
    
    146,287
    
    
    
    142,859
    
    
    
    289,146Total
    
    $
    1,086,441
    
    
    $
    799,142
    
    
    $
    1,885,583
  40




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SHAREHOLDERS EQUITY AND CAPITAL ADEQUACY
  Regulatory Capital
  TABLE 15. REGULATORY CAPITAL AND CAPITAL RATIOS  COMPANY
 (dollars in thousands)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Tier 1 regulatory capital
    
    $
    1,242,268
    
    
    $
    1,118,842
    
    
    $
    911,141
    
    
    $
    853,774
    
    
    $
    765,881Tier 2 regulatory capital
    
    
    270,532
    
    
    
    280,103
    
    
    
    238,967
    
    
    
    77,827
    
    
    
    90,608Total regulatory capital
    
    $
    1,512,800
    
    
    $
    1,398,945
    
    
    $
    1,150,108
    
    
    $
    931,601
    
    
    $
    856,489Risk-weighted assets
    
    $
    9,552,632
    
    
    $
    10,393,894
    
    
    $
    9,023,862
    
    
    $
    8,340,926
    
    
    $
    7,746,046RatiosLeverage ratio (Tier 1 capital to average assets)
    
    
    11.05
    %
    
    
    9.87
    %
    
    
    8.79
    %
    
    
    8.76
    %
    
    
    8.21
    %Tier 1 capital to risk-weighted assets
    
    
    13.00
    
    
    
    10.76
    
    
    
    10.10
    
    
    
    10.24
    
    
    
    9.89Total capital to risk-weighted assets
    
    
    15.84
    
    
    
    13.46
    
    
    
    12.75
    
    
    
    11.17
    
    
    
    11.06
  41




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TABLE 16. REGULATORY CAPITAL AND CAPITAL RATIOS  BANK
 (dollars in thousands)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Tier 1 regulatory capital
    
    $
    999,176
    
    
    $
    1,077,856
    
    
    $
    792,175
    
    
    $
    775,536
    
    
    $
    687,047Tier 2 regulatory capital
    
    
    270,336
    
    
    
    279,895
    
    
    
    238,836
    
    
    
    77,756
    
    
    
    90,608Total regulatory capital
    
    $
    1,269,512
    
    
    $
    1,357,751
    
    
    $
    1,031,011
    
    
    $
    853,292
    
    
    $
    777,655Risk-weighted assets
    
    $
    9,536,894
    
    
    $
    10,377,245
    
    
    $
    9,000,408
    
    
    $
    8,321,419
    
    
    $
    7,730,465RatiosLeverage ratio (Tier 1 capital to average assets)
    
    
    8.90
    %
    
    
    9.53
    %
    
    
    7.66
    %
    
    
    7.98
    %
    
    
    7.38
    %Tier 1 capital to risk-weighted assets
    
    
    10.48
    
    
    
    10.39
    
    
    
    8.80
    
    
    
    9.32
    
    
    
    8.89Total capital to risk-weighted assets
    
    
    13.31
    
    
    
    13.08
    
    
    
    11.46
    
    
    
    10.25
    
    
    
    10.06
  Voluntary Stress Test
    Dividends
   42




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##### Table of Contents



LIQUIDITY MANAGEMENT AND CONTRACTUAL OBLIGATIONS
 Liquidity Management
       43




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##### Table of Contents



Contractual Obligations
  TABLE 17. CONTRACTUAL OBLIGATIONS
 Payments due by period from December 31, 2009Less than
    
    
    1 - 3
    
    
    3 5
    
    
    More than(in thousands)
    
    Total
    
    
    1 year
    
    
    years
    
    
    years
    
    
    5 yearsOperating lease obligations
    
    $
    79,683
    
    
    $
    9,590
    
    
    $
    14,522
    
    
    $
    12,935
    
    
    $
    42,636Purchase obligations
    
    
    39,195
    
    
    
    14,255
    
    
    
    19,762
    
    
    
    5,178
    
    
    
    Long-term debt service(a)
    
    
    232,590
    
    
    
    19,123
    
    
    
    23,811
    
    
    
    17,625
    
    
    
    172,031Other long-term liabilities (b) (c)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    351,468
    
    
    $
    42,968
    
    
    $
    58,095
    
    
    $
    35,738
    
    
    $
    214,667
 
 (a)
    
    Principal payments on callable subordinated debentures are scheduled by expected call dates.(b)
    
    Obligations under the qualified defined benefit pension plan are not included. Whitney anticipates making a pension
contribution of approximately $8.5 million during 2010. No material near-term payments are
expected under the
unfunded nonqualified pension plan. A $14.4 million nonqualified plan obligation was recorded
at year-end 2009.(c)
    
    The recorded obligation for postretirement benefits other than pensions was $19.0 million at December 31, 2009.
The funding to purchase benefits for current retirees, net of retiree contributions, has not been significant. 44




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OFF-BALANCE SHEET ARRANGEMENTS
  TABLE 18. CREDIT-RELATED COMMITMENTS
 Commitments expiring by period from December 31, 2009Less than
    
    
    1 - 3
    
    
    3 - 5
    
    
    More than(in thousands)
    
    Total
    
    
    1 year
    
    
    years
    
    
    years
    
    
    5 yearsLoan commitments  revolving
    
    $
    2,296,865
    
    
    $
    1,594,594
    
    
    $
    559,872
    
    
    $
    138,882
    
    
    $
    3,517Loan commitments  nonrevolving
    
    
    239,313
    
    
    
    166,175
    
    
    
    71,008
    
    
    
    2,130
    
    
    
    Credit card and personal credit lines
    
    
    560,116
    
    
    
    560,116
    
    
    
    
    
    
    
    
    
    
    
    Standby and other letters of credit
    
    
    364,294
    
    
    
    204,729
    
    
    
    63,730
    
    
    
    95,835
    
    
    
    Total
    
    $
    3,460,588
    
    
    $
    2,525,614
    
    
    $
    694,610
    
    
    $
    236,847
    
    
    $
    3,517
   45




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ASSET/LIABILITY MANAGEMENT
       46




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RESULTS OF OPERATIONS
 NET INTEREST INCOME (TE)
       47




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##### Table of Contents



TABLE 19. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME(TE) (a) YIELDS AND RATES
 Year Ended
    
    
    Year Ended
    
    
    Year Ended(dollars in thousands)
    
    December 31, 2009
    
    
    December 31, 2008
    
    
    December 31, 2007Average
    
    
    
    
    
    
    Yield/
    
    
    Average
    
    
    
    
    
    
    Yield/
    
    
    Average
    
    
    
    
    
    
    Yield/Balance
    
    
    Interest
    
    
    Rate
    
    
    Balance
    
    
    Interest
    
    
    Rate
    
    
    Balance
    
    
    Interest
    
    
    RateASSETSEARNING ASSETSLoans (TE)(b) (c)
    
    $
    8,812,986
    
    
    $
    436,158
    
    
    
    4.95
    %
    
    $
    8,080,658
    
    
    $
    483,372
    
    
    
    5.98
    %
    
    $
    7,364,777
    
    
    $
    556,170
    
    
    
    7.55
    %Mortgage-backed securities
    
    
    1,583,532
    
    
    
    68,571
    
    
    
    4.33
    
    
    
    1,477,998
    
    
    
    70,798
    
    
    
    4.79
    
    
    
    1,236,977
    
    
    
    58,625
    
    
    
    4.74U.S. agency securities
    
    
    104,010
    
    
    
    4,487
    
    
    
    4.31
    
    
    
    171,455
    
    
    
    7,063
    
    
    
    4.12
    
    
    
    312,950
    
    
    
    12,936
    
    
    
    4.13U.S. Treasury securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    507
    
    
    
    18
    
    
    
    3.65
    
    
    
    22,744
    
    
    
    1,111
    
    
    
    4.88Obligations of states and political
subdivisions (TE)
    
    
    198,319
    
    
    
    11,823
    
    
    
    5.96
    
    
    
    268,596
    
    
    
    15,843
    
    
    
    5.90
    
    
    
    285,388
    
    
    
    16,964
    
    
    
    5.94Other securities
    
    
    60,380
    
    
    
    2,332
    
    
    
    3.86
    
    
    
    48,819
    
    
    
    2,036
    
    
    
    4.18
    
    
    
    35,807
    
    
    
    2,133
    
    
    
    5.96Total investment securities
    
    
    1,946,241
    
    
    
    87,213
    
    
    
    4.48
    
    
    
    1,967,375
    
    
    
    95,758
    
    
    
    4.87
    
    
    
    1,893,866
    
    
    
    91,769
    
    
    
    4.85Federal funds sold and
short-term investments
    
    
    108,234
    
    
    
    610
    
    
    
    .56
    
    
    
    74,587
    
    
    
    1,753
    
    
    
    2.35
    
    
    
    377,943
    
    
    
    19,243
    
    
    
    5.09Total earning assets
    
    
    10,867,461
    
    
    $
    523,981
    
    
    
    4.82
    %
    
    
    10,122,620
    
    
    $
    580,883
    
    
    
    5.74
    %
    
    
    9,636,586
    
    
    $
    667,182
    
    
    
    6.92
    %NONEARNING ASSETSOther assets
    
    
    1,304,145
    
    
    
    
    
    
    
    
    
    
    
    1,067,233
    
    
    
    
    
    
    
    
    
    
    
    954,840Allowance for loan losses
    
    
    (216,010
    )
    
    
    
    
    
    
    
    
    
    
    (109,511
    )
    
    
    
    
    
    
    
    
    
    
    (79,004
    )Total assets
    
    $
    11,955,596
    
    
    
    
    
    
    
    
    
    
    $
    11,080,342
    
    
    
    
    
    
    
    
    
    
    $
    10,512,422LIABILITES AND
SHAREHOLDERS EQUITYINTEREST-BEARING LIABILITIESNOW account deposits
    
    $
    1,163,820
    
    
    $
    4,266
    
    
    
    .37
    %
    
    $
    1,068,468
    
    
    $
    6,523
    
    
    
    .61
    %
    
    $
    1,034,811
    
    
    $
    12,074
    
    
    
    1.17
    %Money market deposits
    
    
    1,659,663
    
    
    
    15,527
    
    
    
    .94
    
    
    
    1,220,312
    
    
    
    13,741
    
    
    
    1.13
    
    
    
    1,222,341
    
    
    
    35,454
    
    
    
    2.90Savings deposits
    
    
    883,803
    
    
    
    1,395
    
    
    
    .16
    
    
    
    917,531
    
    
    
    3,926
    
    
    
    .43
    
    
    
    920,028
    
    
    
    8,879
    
    
    
    .97Other time deposits
    
    
    844,236
    
    
    
    16,693
    
    
    
    1.98
    
    
    
    774,512
    
    
    
    24,222
    
    
    
    3.13
    
    
    
    829,264
    
    
    
    31,736
    
    
    
    3.83Time deposits $100,000 and over
    
    
    1,419,669
    
    
    
    25,464
    
    
    
    1.79
    
    
    
    1,602,111
    
    
    
    43,184
    
    
    
    2.70
    
    
    
    1,682,981
    
    
    
    74,857
    
    
    
    4.45Total interest-bearing deposits
    
    
    5,971,191
    
    
    
    63,345
    
    
    
    1.06
    
    
    
    5,582,934
    
    
    
    91,596
    
    
    
    1.64
    
    
    
    5,689,425
    
    
    
    163,000
    
    
    
    2.86Short-term and other borrowings
    
    
    991,958
    
    
    
    2,531
    
    
    
    .26
    
    
    
    1,197,869
    
    
    
    18,974
    
    
    
    1.58
    
    
    
    641,758
    
    
    
    25,055
    
    
    
    3.90Long-term debt
    
    
    195,571
    
    
    
    9,990
    
    
    
    5.11
    
    
    
    160,880
    
    
    
    9,651
    
    
    
    6.00
    
    
    
    136,459
    
    
    
    8,259
    
    
    
    6.05Total interest-bearing liabilities
    
    
    7,158,720
    
    
    $
    75,866
    
    
    
    1.06
    %
    
    
    6,941,683
    
    
    $
    120,221
    
    
    
    1.73
    %
    
    
    6,467,642
    
    
    $
    196,314
    
    
    
    3.04
    %NONINTEREST-BEARING
LIABILITIES AND
SHAREHOLDERS EQUITYDemand deposits
    
    
    3,134,811
    
    
    
    
    
    
    
    
    
    
    
    2,786,003
    
    
    
    
    
    
    
    
    
    
    
    2,708,353Other liabilities
    
    
    119,772
    
    
    
    
    
    
    
    
    
    
    
    127,479
    
    
    
    
    
    
    
    
    
    
    
    126,504Shareholders equity
    
    
    1,542,293
    
    
    
    
    
    
    
    
    
    
    
    1,225,177
    
    
    
    
    
    
    
    
    
    
    
    1,209,923Total liabilities and
shareholders equity
    
    $
    11,955,596
    
    
    
    
    
    
    
    
    
    
    $
    11,080,342
    
    
    
    
    
    
    
    
    
    
    $
    10,512,422Net interest income and margin (TE)
    
    
    
    
    
    $
    448,115
    
    
    
    4.12
    %
    
    
    
    
    
    $
    460,662
    
    
    
    4.55
    %
    
    
    
    
    
    $
    470,868
    
    
    
    4.89
    %Net earning assets and spread
    
    $
    3,708,741
    
    
    
    
    
    
    
    3.76
    %
    
    $
    3,180,937
    
    
    
    
    
    
    
    4.01
    %
    
    $
    3,168,944
    
    
    
    
    
    
    
    3.88
    %Interest cost of funding
earning assets
    
    
    
    
    
    
    
    
    
    
    .70
    %
    
    
    
    
    
    
    
    
    
    
    1.19
    %
    
    
    
    
    
    
    
    
    
    
    2.03
    %
 
 (a)
    
    Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.(b)
    
    Includes loans held for sale.(c)
    
    Average balance includes nonaccruing loans of $383,555 in 2009, $173,741 in 2008 and $66,051 in 2007. 48




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TABLE 20. SUMMARY OF CHANGES IN NET INTEREST INCOME(TE) (a) (b)
 Year Ended December 31,
    
    Year Ended December 31,2009 Compared to 2008
    
    2008 Compared to 2007Due to
    
    Total
    
    Due to
    
    TotalChange in
    
    Increase
    
    Change in
    
    Increase(dollars in thousands)
    
    Volume
    
    Yield/Rate
    
    (Decrease)
    
    Volume
    
    Yield/Rate
    
    (Decrease)INTEREST INCOME (TE)Loans (TE)
    
    $
    41,203
    
    
    $
    (88,417
    )
    
    $
    (47,214
    )
    
    $
    50,481
    
    
    $
    (123,279
    )
    
    $
    (72,798
    )Mortgage-backed securities
    
    
    4,848
    
    
    
    (7,075
    )
    
    
    (2,227
    )
    
    
    11,539
    
    
    
    634
    
    
    
    12,173U.S. agency securities
    
    
    (2,896
    )
    
    
    320
    
    
    
    (2,576
    )
    
    
    (5,829
    )
    
    
    (44
    )
    
    
    (5,873
    )U.S. Treasury securities
    
    
    (9
    )
    
    
    (9
    )
    
    
    (18
    )
    
    
    (854
    )
    
    
    (239
    )
    
    
    (1,093
    )Obligations of states and politica
subdivisions (TE)
    
    
    (4,188
    )
    
    
    168
    
    
    
    (4,020
    )
    
    
    (991
    )
    
    
    (130
    )
    
    
    (1,121
    )Other securities
    
    
    455
    
    
    
    (159
    )
    
    
    296
    
    
    
    648
    
    
    
    (745
    )
    
    
    (97
    )Total investment securities
    
    
    (1,790
    )
    
    
    (6,755
    )
    
    
    (8,545
    )
    
    
    4,513
    
    
    
    (524
    )
    
    
    3,989Federal funds sold and
short-term investments
    
    
    567
    
    
    
    (1,710
    )
    
    
    (1,143
    )
    
    
    (10,468
    )
    
    
    (7,022
    )
    
    
    (17,490
    )Total interest income (TE)
    
    
    39,980
    
    
    
    (96,882
    )
    
    
    (56,902
    )
    
    
    44,526
    
    
    
    (130,825
    )
    
    
    (86,299
    )INTEREST EXPENSENOW account deposits
    
    
    540
    
    
    
    (2,797
    )
    
    
    (2,257
    )
    
    
    381
    
    
    
    (5,932
    )
    
    
    (5,551
    )Money market deposits
    
    
    4,378
    
    
    
    (2,592
    )
    
    
    1,786
    
    
    
    (59
    )
    
    
    (21,654
    )
    
    
    (21,713
    )Savings deposits
    
    
    (139
    )
    
    
    (2,392
    )
    
    
    (2,531
    )
    
    
    (24
    )
    
    
    (4,929
    )
    
    
    (4,953
    )Other time deposits
    
    
    2,023
    
    
    
    (9,552
    )
    
    
    (7,529
    )
    
    
    (1,994
    )
    
    
    (5,520
    )
    
    
    (7,514
    )Time deposits $100,000 and over
    
    
    (4,500
    )
    
    
    (13,220
    )
    
    
    (17,720
    )
    
    
    (3,443
    )
    
    
    (28,230
    )
    
    
    (31,673
    )Total interest-bearing deposits
    
    
    2,302
    
    
    
    (30,553
    )
    
    
    (28,251
    )
    
    
    (5,139
    )
    
    
    (66,265
    )
    
    
    (71,404
    )Short-term borrowings
    
    
    (2,796
    )
    
    
    (13,647
    )
    
    
    (16,443
    )
    
    
    14,058
    
    
    
    (20,139
    )
    
    
    (6,081
    )Long-term debt
    
    
    1,898
    
    
    
    (1,559
    )
    
    
    339
    
    
    
    1,466
    
    
    
    (74
    )
    
    
    1,392Total interest expense
    
    
    1,404
    
    
    
    (45,759
    )
    
    
    (44,355
    )
    
    
    10,385
    
    
    
    (86,478
    )
    
    
    (76,093
    )Change in net interest income (TE)
    
    $
    38,576
    
    
    $
    (51,123
    )
    
    $
    (12,547
    )
    
    $
    34,141
    
    
    $
    (44,347
    )
    
    $
    (10,206
    )
 
 (a)
    
    Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.(b)
    
    The change in interest shown as due to changes in either volume or rate includes an allocation of the amount
that reflects the interaction of volume and rate changes. This allocation is based on the absolute dollar
amounts of change due solely to changes in volume or rate. 49




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PROVISION FOR CREDIT LOSSES
     50




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NONINTEREST INCOME
  TABLE 21. NONINTEREST INCOME
 (dollars in thousands)
    
    2009
    
    %change
    
    2008
    
    %change
    
    2007Service charges on deposit accounts
    
    $
    37,699
    
    
    
    11
    %
    
    $
    34,050
    
    
    
    11
    %
    
    $
    30,676Bank card fees
    
    
    19,886
    
    
    
    13
    
    
    
    17,670
    
    
    
    7
    
    
    
    16,487Trust service fees
    
    
    11,984
    
    
    
    (7
    )
    
    
    12,948
    
    
    
    
    
    
    
    12,969Secondary mortgage market operations
    
    
    9,406
    
    
    
    92
    
    
    
    4,899
    
    
    
    
    
    
    
    4,915Investment services income
    
    
    6,129
    
    
    
    2
    
    
    
    6,035
    
    
    
    3
    
    
    
    5,836Credit-related fees
    
    
    6,304
    
    
    
    6
    
    
    
    5,921
    
    
    
    9
    
    
    
    5,417ATM fees
    
    
    5,657
    
    
    
    (1
    )
    
    
    5,693
    
    
    
    6
    
    
    
    5,374Other fees and charges
    
    
    5,543
    
    
    
    20
    
    
    
    4,628
    
    
    
    (4
    )
    
    
    4,818Earnings from bank-owned life insurance program
    
    
    7,207
    
    
    
    84
    
    
    
    3,908
    
    
    
    (a
    )
    
    
    Other operating income
    
    
    5,754
    
    
    
    (18
    )
    
    
    6,979
    
    
    
    (80
    )
    
    
    35,181Net gain on sales and otherrevenue from foreclosed assets
    
    
    2,036
    
    
    
    (a
    )
    
    
    4,302
    
    
    
    (a
    )
    
    
    5,109Net gain (loss) on disposals of surplus property
    
    
    2,011
    
    
    
    (a
    )
    
    
    72
    
    
    
    (a
    )
    
    
    (100
    )Securities transactions
    
    
    334
    
    
    
    (a
    )
    
    
    67
    
    
    
    (a
    )
    
    
    (1
    )Total noninterest income
    
    $
    119,950
    
    
    
    12
    %
    
    $
    107,172
    
    
    
    (15
    )%
    
    $
    126,681
 
 (a)
    
    Percentage change not meaningful.     51




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52




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NONINTEREST EXPENSE
  TABLE 22. NONINTEREST EXPENSE
 (dollars in thousands)
    
    2009
    
    
    %change
    
    
    2008
    
    
    %change
    
    
    2007Employee compensation
    
    $
    158,116
    
    
    
    5
    %
    
    $
    150,614
    
    
    
    (6
    )%
    
    $
    159,850Employee benefits
    
    
    43,223
    
    
    
    32
    
    
    
    32,808
    
    
    
    (3
    )
    
    
    33,694Total personnel
    
    
    201,339
    
    
    
    10
    
    
    
    183,422
    
    
    
    (5
    )
    
    
    193,544Net occupancy
    
    
    38,810
    
    
    
    8
    
    
    
    35,906
    
    
    
    7
    
    
    
    33,568Equipment and data processing
    
    
    25,770
    
    
    
    3
    
    
    
    25,035
    
    
    
    9
    
    
    
    22,886Legal and other professional services
    
    
    19,556
    
    
    
    44
    
    
    
    13,612
    
    
    
    28
    
    
    
    10,652Deposit insurance and regulatory fees
    
    
    24,260
    
    
    
    352
    
    
    
    5,373
    
    
    
    118
    
    
    
    2,462Telecommunication and postage
    
    
    12,288
    
    
    
    11
    
    
    
    11,118
    
    
    
    (10
    )
    
    
    12,420Corporate value and franchise taxes
    
    
    8,684
    
    
    
    (7
    )
    
    
    9,312
    
    
    
    (3
    )
    
    
    9,571Amortization of intangibles
    
    
    8,767
    
    
    
    13
    
    
    
    7,785
    
    
    
    (28
    )
    
    
    10,879Security and other outsourced services
    
    
    17,094
    
    
    
    8
    
    
    
    15,758
    
    
    
    
    
    
    
    15,735Bank card processing services
    
    
    5,019
    
    
    
    16
    
    
    
    4,319
    
    
    
    8
    
    
    
    4,008Advertising and promotion
    
    
    4,167
    
    
    
    (14
    )
    
    
    4,824
    
    
    
    2
    
    
    
    4,740Operating supplies
    
    
    4,136
    
    
    
    (2
    )
    
    
    4,223
    
    
    
    3
    
    
    
    4,120Provision for valuation losses on foreclosed assets
    
    
    11,660
    
    
    
    825
    
    
    
    1,260
    
    
    
    916
    
    
    
    124Nonlegal loan collection and other foreclosed asset costs
    
    
    8,418
    
    
    
    212
    
    
    
    2,696
    
    
    
    438
    
    
    
    501Miscellaneous operating losses
    
    
    3,116
    
    
    
    (41
    )
    
    
    5,269
    
    
    
    27
    
    
    
    4,140Other operating expense
    
    
    23,310
    
    
    
    10
    
    
    
    21,182
    
    
    
    7
    
    
    
    19,758Total noninterest expense
    
    $
    416,394
    
    
    
    19
    %
    
    $
    351,094
    
    
    
    1
    %
    
    $
    349,108
   53




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54




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55




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INCOME TAXES
  TABLE 23. INCOME TAXES
 (in thousands)
    
    2009
    
    
    2008
    
    
    2007Income tax expense (benefit) at 35% of pre-tax income
    
    $
    (39,204
    )
    
    $
    27,203
    
    
    $
    78,877Increase (decrease) resulting fromTax exempt income
    
    
    (5,399
    )
    
    
    (4,411
    )
    
    
    (3,432
    )Tax credits
    
    
    (4,868
    )
    
    
    (4,358
    )
    
    
    (2,785
    )State income tax and miscellaneous items
    
    
    (395
    )
    
    
    704
    
    
    
    1,650Income tax expense (benefit) reported
    
    $
    (49,866
    )
    
    $
    19,138
    
    
    $
    74,310
  FOURTH QUARTER RESULTS
   
    
    Net interest income (TE) for the fourth quarter of 2009 increased 1.3%, or $1.4
million, compared to the third quarter of 2009. Although average earning assets were
down slightly between these periods, the net interest margin (TE) improved 9 basis
points to 4.20%, reflecting mainly a further reduction in the cost of funds. Funding
costs benefited from the maturity or renewal in the current low interest rate
environment of higher-cost certificates of deposit from a 2008 campaign as well as rate
reductions on deposits from a special money market campaign earlier in 2009.
    
    Whitney provided $39.5 million for credit losses in the fourth quarter of 2009, down
51%, or $41 million, from the $80.5 million provision in the third quarter of 2009.
Provisions related to impaired loans accounted for 75%, or almost $30 million, of the
quarters total provision for credit losses, with almost $26 million from the Florida
and Alabama markets. These provisions reflect in part the continued decline in the
value of real estate collateral. The remainder of the quarters provision for credit
losses was related mainly to residential mortgage and consumer charge-offs. Total
criticized loans declined $124 million during the fourth quarter from its peak of $1.18
billion in the third quarter
of 2009. Criticized loans in Louisiana, Florida and Texas declined $52 million, $39
million and $33
 56




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million, respectively. Net loan charge-offs in the fourth quarter of
2009 were $54.5 million, or 2.59%, of average loans on an annualized basis compared to
$61.9 million, or 2.86%, of average loans in the third quarter of 2009. Approximately
70% of gross charge-offs came from credits in the Florida market, mainly the Tampa Bay
region.
    
    Noninterest income for 2009s fourth quarter decreased less than 1%, or $.2 million,
from the third quarter of 2009. Deposit service charge income in the fourth quarter of
2009 was down 3%, or $.3 million, reflecting mainly the impact of higher balances
maintained in commercial accounts subject to analysis charges and earnings credits.
    
    Total noninterest expense for the fourth quarter of 2009 increased less than 1%, or
$.5 million, from the third quarter of 2009. Employee compensation was down $2.1
million mainly from reductions in both sales-based incentive plan compensation and
share-based compensation on updated performance estimates. The cost of employee
benefits increased $.9 million for the fourth quarter of 2009 related mainly to various
retirement plan expense adjustments. Loan collection costs, including legal services,
and foreclosed asset expenses and provisions for valuation losses totaled $8.6 million
in the fourth quarter of 2009, up $1.8 million from the third quarter of 2009.
  
 Item 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  
 57




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Item 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 SUMMARY OF QUARTERLY FINANCIAL INFORMATION (Unaudited)
 2009 Quarters(dollars in thousands, except per share data)
    
    4th

    
    3rd

    
    2nd

    
    1stNet interest income
    
    $
    111,391
    
    
    $
    109,854
    
    
    $
    110,572
    
    
    $
    111,615Net interest income (TE)
    
    
    112,396
    
    
    
    110,975
    
    
    
    111,820
    
    
    
    112,924Provision for credit losses
    
    
    39,500
    
    
    
    80,500
    
    
    
    74,000
    
    
    
    65,000Noninterest income
    
    
    29,026
    
    
    
    29,227
    
    
    
    32,431
    
    
    
    29,266Net securities gains in noninterest income
    
    
    139
    
    
    
    195
    
    
    
    
    
    
    
    Noninterest expense
    
    
    104,143
    
    
    
    103,596
    
    
    
    111,807
    
    
    
    96,848Income tax benefit
    
    
    (3,544
    )
    
    
    (14,991
    )
    
    
    (21,503
    )
    
    
    (9,828
    )Net income (loss)
    
    $
    318
    
    
    $
    (30,024
    )
    
    $
    (21,301
    )
    
    $
    (11,139
    )Net loss to common shareholders
    
    $
    (3,749
    )
    
    $
    (34,091
    )
    
    $
    (25,368
    )
    
    $
    (15,164
    )Average balancesTotal assets
    
    $
    11,733,149
    
    
    $
    11,796,108
    
    
    $
    12,140,311
    
    
    $
    12,159,252Earning assets
    
    
    10,635,573
    
    
    
    10,723,215
    
    
    
    11,062,643
    
    
    
    11,054,605Loans
    
    
    8,434,397
    
    
    
    8,661,806
    
    
    
    8,945,911
    
    
    
    9,068,755Deposits
    
    
    9,017,220
    
    
    
    9,076,350
    
    
    
    9,212,882
    
    
    
    9,119,000Shareholders equity
    
    
    1,629,312
    
    
    
    1,485,525
    
    
    
    1,520,609
    
    
    
    1,533,293RatiosReturn on average assets
    
    
    .01
    %
    
    
    (1.01
    )%
    
    
    (.70
    )%
    
    
    (.37
    )%Return on average common equity
    
    
    (1.11
    )
    
    
    (11.36
    )
    
    
    (8.30
    )
    
    
    (4.96
    )Net interest margin
    
    
    4.20
    
    
    
    4.11
    
    
    
    4.05
    
    
    
    4.13Earnings (loss) per common shareBasic
    
    $
    (.04
    )
    
    $
    (.50
    )
    
    $
    (.38
    )
    
    $
    (.22
    )Diluted
    
    
    (.04
    )
    
    
    (.50
    )
    
    
    (.38
    )
    
    
    (.22
    )Cash dividends per common share
    
    
    .01
    
    
    
    .01
    
    
    
    .01
    
    
    
    .01Common stock trading dataHigh price
    
    $
    9.69
    
    
    $
    11.27
    
    
    $
    15.33
    
    
    $
    16.16Low price
    
    
    7.78
    
    
    
    7.94
    
    
    
    8.33
    
    
    
    8.17End-of-period closing price
    
    
    9.11
    
    
    
    9.54
    
    
    
    9.16
    
    
    
    11.45Trading volume
    
    
    79,863,609
    
    
    
    49,059,850
    
    
    
    62,308,611
    
    
    
    48,896,275
 All prices as reported on The Nasdaq Global Select Market.
 58




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##### Table of Contents



SUMMARY OF QUARTERLY FINANCIAL INFORMATION (Unaudited) (continued)
 2008 Quarters(dollars in thousands, except per share data)
    
    4th

    
    3rd

    
    2nd

    
    1stNet interest income
    
    $
    119,540
    
    
    $
    111,435
    
    
    $
    111,125
    
    
    $
    113,545Net interest income (TE)
    
    
    120,902
    
    
    
    112,601
    
    
    
    112,344
    
    
    
    114,815Provision for credit losses
    
    
    45,000
    
    
    
    40,000
    
    
    
    35,000
    
    
    
    14,000Noninterest income
    
    
    27,050
    
    
    
    25,472
    
    
    
    26,174
    
    
    
    28,476Net securities gains in noninterest income
    
    
    
    
    
    
    67
    
    
    
    
    
    
    
    Noninterest expense
    
    
    92,026
    
    
    
    89,549
    
    
    
    85,590
    
    
    
    83,929Income tax expense
    
    
    756
    
    
    
    310
    
    
    
    3,835
    
    
    
    14,237Net income
    
    $
    8,808
    
    
    $
    7,048
    
    
    $
    12,874
    
    
    $
    29,855Net income to common shareholders
    
    $
    8,220
    
    
    $
    7,048
    
    
    $
    12,874
    
    
    $
    29,855Average balancesTotal assets
    
    $
    11,777,922
    
    
    $
    10,902,329
    
    
    $
    10,838,912
    
    
    $
    10,796,496Earning assets
    
    
    10,719,892
    
    
    
    9,892,165
    
    
    
    9,929,683
    
    
    
    9,944,709Loans
    
    
    8,700,317
    
    
    
    8,007,507
    
    
    
    7,866,942
    
    
    
    7,685,478Deposits
    
    
    8,646,612
    
    
    
    8,230,249
    
    
    
    8,220,223
    
    
    
    8,377,141Shareholders equity
    
    
    1,264,714
    
    
    
    1,192,535
    
    
    
    1,213,461
    
    
    
    1,229,921RatiosReturn on average assets
    
    
    .30
    %
    
    
    .26
    %
    
    
    .48
    %
    
    
    1.11
    %Return on average common equity
    
    
    2.67
    
    
    
    2.35
    
    
    
    4.27
    
    
    
    9.76Net interest margin
    
    
    4.49
    
    
    
    4.53
    
    
    
    4.54
    
    
    
    4.64Earnings per common shareBasic
    
    $
    .12
    
    
    $
    .11
    
    
    $
    .20
    
    
    $
    .45Diluted
    
    
    .12
    
    
    
    .11
    
    
    
    .20
    
    
    
    .45Cash dividends per common share
    
    
    .20
    
    
    
    .31
    
    
    
    .31
    
    
    
    .31Common stock trading dataHigh price
    
    $
    26.37
    
    
    $
    33.02
    
    
    $
    26.32
    
    
    $
    27.49Low price
    
    
    14.14
    
    
    
    13.96
    
    
    
    17.85
    
    
    
    21.12End-of-period closing price
    
    
    15.99
    
    
    
    24.25
    
    
    
    18.30
    
    
    
    24.79Trading volume
    
    
    42,771,277
    
    
    
    72,540,716
    
    
    
    53,522,061
    
    
    
    45,483,491
 All prices as reported on The Nasdaq Global Select Market.
 59




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##### Table of Contents



MANAGEMENTS REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
  Internal Control  Integrated
Framework
   60




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 Internal Control  Integrated Framework
   
 61




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##### Table of Contents



WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED BALANCE SHEETS
 December 31(dollars in thousands)
    
    2009
    
    
    2008ASSETSCash and due from financial institutions
    
    $
    216,347
    
    
    $
    299,619Federal funds sold and short-term investments
    
    
    212,219
    
    
    
    167,268Loans held for sale
    
    
    33,745
    
    
    
    20,773Investment securitiesSecurities available for sale
    
    
    1,875,495
    
    
    
    1,728,962Securities held to maturity, fair values of $180,384 and $213,920, respectively
    
    
    174,945
    
    
    
    210,393Total investment securities
    
    
    2,050,440
    
    
    
    1,939,355Loans, net of unearned income
    
    
    8,403,443
    
    
    
    9,081,850Allowance for loan losses
    
    
    (223,671
    )
    
    
    (161,109
    )Net loans
    
    
    8,179,772
    
    
    
    8,920,741Bank premises and equipment
    
    
    223,142
    
    
    
    212,501Goodwill
    
    
    435,678
    
    
    
    435,678Other intangible assets
    
    
    14,116
    
    
    
    22,883Accrued interest receivable
    
    
    32,841
    
    
    
    39,799Other assets
    
    
    493,841
    
    
    
    321,884Total assets
    
    $
    11,892,141
    
    
    $
    12,380,501LIABILITIESNoninterest-bearing demand deposits
    
    $
    3,301,354
    
    
    $
    3,233,550Interest-bearing deposits
    
    
    5,848,540
    
    
    
    6,028,044Total deposits
    
    
    9,149,894
    
    
    
    9,261,594Short-term borrowings
    
    
    734,606
    
    
    
    1,276,636Long-term debt
    
    
    199,707
    
    
    
    179,236Accrued interest payable
    
    
    11,908
    
    
    
    19,789Accrued expenses and other liabilities
    
    
    114,962
    
    
    
    117,768Total liabilities
    
    
    10,211,077
    
    
    
    10,855,023SHAREHOLDERS EQUITYPreferred stock, no par valueAuthorized, 20,000,000 shares; issued and outstanding, 300,000 shares
    
    
    294,974
    
    
    
    293,706Common stock, no par valueAuthorized - 200,000,000 shares Issued - 96,947,377 and 67,845,159 shares, respectively
    
    
    2,800
    
    
    
    2,800Capital surplus
    
    
    617,038
    
    
    
    397,703Retained earnings
    
    
    790,481
    
    
    
    869,918Accumulated other comprehensive loss
    
    
    (11,532
    )
    
    
    (25,952
    )Treasury stock at cost - 500,000 shares
    
    
    (12,697
    )
    
    
    (12,697
    )Total shareholders equity
    
    
    1,681,064
    
    
    
    1,525,478Total liabilities and shareholders equity
    
    $
    11,892,141
    
    
    $
    12,380,501
 The accompanying notes are an integral part of these financial statements.
 62




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##### Table of Contents



WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF INCOME
 Years Ended December 31(dollars in thousands, except per share data)
    
    2009
    
    
    2008
    
    
    2007INTEREST INCOMEInterest and fees on loans
    
    $
    435,613
    
    
    $
    483,009
    
    
    $
    554,991Interest and dividends on investment securitiesTaxable securities
    
    
    75,390
    
    
    
    82,461
    
    
    
    77,774Tax-exempt securities
    
    
    7,685
    
    
    
    8,643
    
    
    
    9,097Interest on federal funds sold and short-term investments
    
    
    610
    
    
    
    1,753
    
    
    
    19,243Total interest income
    
    
    519,298
    
    
    
    575,866
    
    
    
    661,105INTEREST EXPENSEInterest on deposits
    
    
    63,345
    
    
    
    91,596
    
    
    
    163,000Interest on short-term borrowings
    
    
    2,531
    
    
    
    18,974
    
    
    
    25,055Interest on long-term debt
    
    
    9,990
    
    
    
    9,651
    
    
    
    8,259Total interest expense
    
    
    75,866
    
    
    
    120,221
    
    
    
    196,314NET INTEREST INCOME
    
    
    443,432
    
    
    
    455,645
    
    
    
    464,791PROVISION FOR CREDIT LOSSES
    
    
    259,000
    
    
    
    134,000
    
    
    
    17,000NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES
    
    
    184,432
    
    
    
    321,645
    
    
    
    447,791NONINTEREST INCOMEService charges on deposit accounts
    
    
    37,699
    
    
    
    34,050
    
    
    
    30,676Bank card fees
    
    
    19,886
    
    
    
    17,670
    
    
    
    16,487Trust service fees
    
    
    11,984
    
    
    
    12,948
    
    
    
    12,969Secondary mortgage market operations
    
    
    9,406
    
    
    
    4,899
    
    
    
    4,915Other noninterest income
    
    
    40,641
    
    
    
    37,538
    
    
    
    61,635Securities transactions
    
    
    334
    
    
    
    67
    
    
    
    (1
    )Total noninterest income
    
    
    119,950
    
    
    
    107,172
    
    
    
    126,681NONINTEREST EXPENSEEmployee compensation
    
    
    158,116
    
    
    
    150,614
    
    
    
    159,850Employee benefits
    
    
    43,223
    
    
    
    32,808
    
    
    
    33,694Total personnel
    
    
    201,339
    
    
    
    183,422
    
    
    
    193,544Net occupancy
    
    
    38,810
    
    
    
    35,906
    
    
    
    33,568Equipment and data processing
    
    
    25,770
    
    
    
    25,035
    
    
    
    22,886Legal and other professional services
    
    
    19,556
    
    
    
    13,612
    
    
    
    10,652Deposit insurance and regulatory fees
    
    
    24,260
    
    
    
    5,373
    
    
    
    2,462Telecommunication and postage
    
    
    12,288
    
    
    
    11,118
    
    
    
    12,420Corporate value and franchise taxes
    
    
    8,684
    
    
    
    9,312
    
    
    
    9,571Amortization of intangibles
    
    
    8,767
    
    
    
    7,785
    
    
    
    10,879Other noninterest expense
    
    
    76,920
    
    
    
    59,531
    
    
    
    53,126Total noninterest expense
    
    
    416,394
    
    
    
    351,094
    
    
    
    349,108INCOME (LOSS) BEFORE INCOME TAXES
    
    
    (112,012
    )
    
    
    77,723
    
    
    
    225,364INCOME TAX EXPENSE (BENEFIT)
    
    
    (49,866
    )
    
    
    19,138
    
    
    
    74,310NET INCOME (LOSS)
    
    $
    (62,146
    )
    
    $
    58,585
    
    
    $
    151,054Preferred stock dividends
    
    
    16,226
    
    
    
    588
    
    
    
    -NET INCOME (LOSS) TO COMMON SHAREHOLDERS
    
    $
    (78,372
    )
    
    $
    57,997
    
    
    $
    151,054EARNINGS (LOSS) PER COMMON SHAREBasic
    
    $
    (1.08
    )
    
    $
    .89
    
    
    $
    2.23Diluted
    
    
    (1.08
    )
    
    
    .88
    
    
    
    2.21WEIGHTED-AVERAGE COMMON SHARES OUTSTANDINGBasic
    
    
    72,824,964
    
    
    
    64,767,708
    
    
    
    66,953,343Diluted
    
    
    72,824,964
    
    
    
    65,087,861
    
    
    
    67,476,756CASH DIVIDENDS PER COMMON SHARE
    
    $
    .04
    
    
    $
    1.13
    
    
    $
    1.16
 The accompanying notes are an integral part of these financial statements.
 63




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##### Table of Contents



WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
 Common
    
    
    
    
    
    
    AccumulatedStock and
    
    
    
    
    
    
    OtherPreferred
    
    
    Common
    
    
    Capital
    
    
    Retained
    
    
    Comprehensive
    
    
    Treasury(dollars and shares in thousands, except per share data)
    
    Stock
    
    
    Shares
    
    
    Surplus
    
    
    Earnings
    
    
    Income (Loss)
    
    
    Stock
    
    
    TotalBalance at December 31, 2006
    
    $
    
    
    
    
    65,930
    
    
    $
    346,497
    
    
    $
    812,644
    
    
    $
    (41,015
    )
    
    $
    (5,164
    )
    
    $
    1,112,962Adjustment on adoption of FIN 48 (Note 23)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    721
    
    
    
    
    
    
    
    
    
    
    
    721Adjusted balance at beginning of period
    
    
    
    
    
    
    65,930
    
    
    
    346,497
    
    
    
    813,365
    
    
    
    (41,015
    )
    
    
    (5,164
    )
    
    
    1,113,683Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    151,054
    
    
    
    
    
    
    
    
    
    
    
    151,054Other comprehensive income:Unrealized net holding gain on securities,
net of reclassifications and tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,641
    
    
    
    
    
    
    
    17,641Net change in prior service cost or credit and net
actuarial loss on retirement plans, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,571
    
    
    
    
    
    
    
    4,571Total comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    151,054
    
    
    
    22,212
    
    
    
    
    
    
    
    173,266Common stock dividends, $1.16 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (78,627
    )
    
    
    
    
    
    
    
    
    
    
    (78,627
    )Common stock issued in business combination
    
    
    
    
    
    
    1,492
    
    
    
    48,298
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    48,298Common stock issued to dividend reinvestment plan
    
    
    
    
    
    
    105
    
    
    
    1,676
    
    
    
    
    
    
    
    
    
    
    
    1,443
    
    
    
    3,119Employee incentive plan common stock activity
    
    
    
    
    
    
    132
    
    
    
    11,937
    
    
    
    
    
    
    
    
    
    
    
    2,497
    
    
    
    14,434Director compensation plan common stock activity
    
    
    
    
    
    
    62
    
    
    
    2,658
    
    
    
    
    
    
    
    
    
    
    
    1,415
    
    
    
    4,073Common stock acquired under repurchase program
    
    
    
    
    
    
    (1,895
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (49,510
    )
    
    
    (49,510
    )Balance at December 31, 2007
    
    $
    
    
    
    
    65,826
    
    
    $
    411,066
    
    
    $
    885,792
    
    
    $
    (18,803
    )
    
    $
    (49,319
    )
    
    $
    1,228,736Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,585
    
    
    
    
    
    
    
    
    
    
    
    58,585Other comprehensive income (loss):Unrealized net holding gain on securities,
net of reclassifications and tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,386
    
    
    
    
    
    
    
    20,386Net change in prior service cost or credit and
net actuarial loss on retirement plans, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (27,535
    )
    
    
    
    
    
    
    (27,535
    )Total comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    58,585
    
    
    
    (7,149
    )
    
    
    
    
    
    
    51,436Common stock dividends, $1.13 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (73,871
    )
    
    
    
    
    
    
    
    
    
    
    (73,871
    )Preferred stock dividend and discount accretion
    
    
    46
    
    
    
    
    
    
    
    
    
    
    
    (588
    )
    
    
    
    
    
    
    
    
    
    
    (542
    )Common stock issued in business combination
    
    
    
    
    
    
    3,331
    
    
    
    (20,277
    )
    
    
    
    
    
    
    
    
    
    
    81,229
    
    
    
    60,952Common stock issued to dividend reinvestment plan
    
    
    
    
    
    
    146
    
    
    
    (358
    )
    
    
    
    
    
    
    
    
    
    
    3,753
    
    
    
    3,395Employee incentive plan common stock activity
    
    
    
    
    
    
    47
    
    
    
    3,935
    
    
    
    
    
    
    
    
    
    
    
    1,213
    
    
    
    5,148Director compensation plan common stock activity
    
    
    
    
    
    
    35
    
    
    
    (203
    )
    
    
    
    
    
    
    
    
    
    
    911
    
    
    
    708Common stock acquired under repurchase program
    
    
    
    
    
    
    (2,040
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (50,484
    )
    
    
    (50,484
    )Preferred stock issued, with common stock warrants
    
    
    293,660
    
    
    
    
    
    
    
    6,340
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    300,000Balance at December 31, 2008
    
    $
    293,706
    
    
    
    67,345
    
    
    $
    400,503
    
    
    $
    869,918
    
    
    $
    (25,952
    )
    
    $
    (12,697
    )
    
    $
    1,525,478Comprehensive income (loss):Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (62,146
    )
    
    
    
    
    
    
    
    
    
    
    (62,146
    )Other comprehensive income:Unrealized net holding gain on securities,
net of reclassifications and tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,880
    
    
    
    
    
    
    
    4,880Net change in prior service cost or credit and
net actuarial loss on retirement plans, net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,540
    
    
    
    
    
    
    
    9,540Total comprehensive income (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (62,146
    )
    
    
    14,420
    
    
    
    
    
    
    
    (47,726
    )Common stock dividends, $.04 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,981
    )
    
    
    
    
    
    
    
    
    
    
    (2,981
    )Preferred stock dividend and discount accretion
    
    
    1,268
    
    
    
    
    
    
    
    
    
    
    
    (14,310
    )
    
    
    
    
    
    
    
    
    
    
    (13,042
    )Common stock offering
    
    
    
    
    
    
    28,750
    
    
    
    217,917
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    217,917Common stock issued to dividend reinvestment plan
    
    
    
    
    
    
    50
    
    
    
    717
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    717Employee incentive plan common stock activity
    
    
    
    
    
    
    258
    
    
    
    349
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    349Director compensation plan common stock activity
    
    
    
    
    
    
    44
    
    
    
    352
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    352Balance at December 31, 2009
    
    $
    294,974
    
    
    
    96,447
    
    
    $
    619,838
    
    
    $
    790,481
    
    
    $
    (11,532
    )
    
    $
    (12,697
    )
    
    $
    1,681,064
 The accompanying notes are an integral part of these financial statements.
 64




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##### Table of Contents



WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 Years Ended December 31(dollars in thousands)
    
    2009
    
    
    2008
    
    
    2007OPERATING ACTIVITIESNet income (loss)
    
    $
    (62,146
    )
    
    $
    58,585
    
    
    $
    151,054Adjustments to reconcile net income (loss) to net cash provided by operating activities:Depreciation and amortization of bank premises and equipment
    
    
    20,356
    
    
    
    19,033
    
    
    
    17,437Amortization of purchased intangibles
    
    
    8,767
    
    
    
    7,785
    
    
    
    10,879Share-based compensation earned
    
    
    5,132
    
    
    
    8,118
    
    
    
    14,638Premium amortization (discount accretion) on securities, net
    
    
    2,546
    
    
    
    1,127
    
    
    
    910Provision for credit losses and losses on foreclosed assets
    
    
    270,660
    
    
    
    135,260
    
    
    
    17,124Net gains on asset dispositions, including gain on insurance settlement in 2007
    
    
    (2,903
    )
    
    
    (2,263
    )
    
    
    (33,804
    )Deferred tax expense (benefit)
    
    
    (23,176
    )
    
    
    (14,122
    )
    
    
    3,321Net (increase) decrease in loans originated and held for sale
    
    
    (12,972
    )
    
    
    5,125
    
    
    
    10,391Net (increase) decrease in interest and other income receivable and prepaid expenses
    
    
    (89,104
    )
    
    
    748
    
    
    
    1,936Net increase (decrease) in interest payable and accrued income taxes and expenses
    
    
    (28,547
    )
    
    
    (50,131
    )
    
    
    20,113Other, net
    
    
    (506
    )
    
    
    (12,619
    )
    
    
    (2,194
    )Net cash provided by operating activities
    
    
    88,107
    
    
    
    156,646
    
    
    
    211,805INVESTING ACTIVITIESProceeds from sales of investment securities available for sale
    
    
    22,640
    
    
    
    91,711
    
    
    
    38,964Proceeds from maturities of investment securities available for sale
    
    
    594,666
    
    
    
    571,303
    
    
    
    405,472Purchases of investment securities available for sale
    
    
    (732,804
    )
    
    
    (576,436
    )
    
    
    (469,438
    )Proceeds from maturities of investment securities held to maturity
    
    
    35,331
    
    
    
    80,829
    
    
    
    10,241Purchases of investment securities held to maturity
    
    
    
    
    
    
    (5,050
    )
    
    
    (23,309
    )Net (increase) decrease in loans
    
    
    428,579
    
    
    
    (980,660
    )
    
    
    (318,711
    )Net (increase) decrease in federal funds sold and short-term investments
    
    
    (44,951
    )
    
    
    383,334
    
    
    
    (221,628
    )Purchases under bank-owned life insurance program
    
    
    
    
    
    
    (150,000
    )
    
    
    Proceeds from sales of foreclosed assets and surplus property
    
    
    28,083
    
    
    
    10,634
    
    
    
    6,368Proceeds from insurance settlement
    
    
    
    
    
    
    
    
    
    
    30,801Purchases of bank premises and equipment
    
    
    (34,979
    )
    
    
    (14,308
    )
    
    
    (24,788
    )Net cash paid in acquisition
    
    
    
    
    
    
    (80,287
    )
    
    
    (7,503
    )Other, net
    
    
    (22,801
    )
    
    
    (2,936
    )
    
    
    (2,401
    )Net cash provided by (used in) investing activities
    
    
    273,764
    
    
    
    (671,866
    )
    
    
    (575,932
    )FINANCING ACTIVITIESNet increase (decrease) in transaction account and savings account deposits
    
    
    533,490
    
    
    
    253,654
    
    
    
    (319,470
    )Net increase (decrease) in time deposits
    
    
    (644,626
    )
    
    
    (221,304
    )
    
    
    250,766Net increase (decrease) in short-term borrowings
    
    
    (542,030
    )
    
    
    316,852
    
    
    
    384,723Proceeds from issuance of long-term debt
    
    
    20,773
    
    
    
    11,883
    
    
    
    149,738Repayment of long-term debt
    
    
    (98
    )
    
    
    (8,439
    )
    
    
    (7,366
    )Proceeds from issuance of common stock
    
    
    218,634
    
    
    
    4,279
    
    
    
    6,932Purchases of common stock
    
    
    (1,087
    )
    
    
    (52,588
    )
    
    
    (52,782
    )Proceeds from issuance of preferred stock, with common stock warrants
    
    
    
    
    
    
    300,000
    
    
    
    Cash dividends on common stock
    
    
    (13,250
    )
    
    
    (78,590
    )
    
    
    (77,340
    )Cash dividends on preferred stock
    
    
    (13,584
    )
    
    
    
    
    
    
    Other, net
    
    
    (3,365
    )
    
    
    (1,107
    )
    
    
    960Net cash provided by (used in) financing activities
    
    
    (445,143
    )
    
    
    524,640
    
    
    
    336,161Increase (decrease) in cash and cash equivalents
    
    
    (83,272
    )
    
    
    9,420
    
    
    
    (27,966
    )Cash and cash equivalents at beginning of period
    
    
    299,619
    
    
    
    290,199
    
    
    
    318,165Cash and cash equivalents at end of period
    
    $
    216,347
    
    
    $
    299,619
    
    
    $
    290,199Cash received during the period for:Interest income
    
    $
    522,203
    
    
    $
    572,207
    
    
    $
    655,073Cash paid during the period for:Interest expense
    
    $
    84,381
    
    
    $
    129,518
    
    
    $
    188,419Income taxes
    
    
    1,675
    
    
    
    38,500
    
    
    
    60,000Noncash investing activities:Foreclosed assets received in settlement of loans
    
    $
    59,176
    
    
    $
    29,636
    
    
    $
    4,776
 The accompanying notes are an integral part of these financial statements.
 65




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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 1
 NATURE OF BUSINESS
   NOTE 2
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT PRONOUNCEMENTS
  Basis of Presentation
  Use of Estimates
  Investment Securities
     66




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Loans Held for Sale
  Loans
    Allowance for Loan Losses
     67




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Bank Premises and Equipment
 .
 Foreclosed Assets
  Goodwill and Other Intangible Assets
    Share-Based Compensation
  68




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Income Taxes
   Earnings per Common Share
    Statements of Cash Flows
  Operating Segment Disclosures
  69




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Other
  Accounting Standard Developments
     70




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NOTE 3
 MERGERS AND ACQUISITIONS
    NOTE 4
 FEDERAL FUNDS SOLD AND SHORT-TERM INVESTMENTS
  December 31(in thousands)
    
    2009
    
    
    2008Federal funds sold
    
    $
    11,150
    
    
    $
    43,430Securities purchased under resale agreements
    
    
    
    
    
    
    100,000Other short-term interest-bearing investments and deposits
    
    
    201,069
    
    
    
    23,838Total
    
    $
    212,219
    
    
    $
    167,268
  71




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NOTE 5
 INVESTMENT SECURITIES
  Amortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Fair(in thousands)
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    ValueSecurities Available for SaleDecember 31, 2009Mortgage-backed securities
    
    $
    1,673,136
    
    
    $
    38,435
    
    
    $
    2,806
    
    
    $
    1,708,765U. S. agency securities
    
    
    100,131
    
    
    
    2,260
    
    
    
    
    
    
    
    102,391Obligations of states and political subdivisions
    
    
    6,376
    
    
    
    293
    
    
    
    3
    
    
    
    6,666Other securities
    
    
    57,673
    
    
    
    
    
    
    
    
    
    
    
    57,673Total
    
    $
    1,837,316
    
    
    $
    40,988
    
    
    $
    2,809
    
    
    $
    1,875,495December 31, 2008Mortgage-backed securities
    
    $
    1,527,632
    
    
    $
    26,342
    
    
    $
    1,189
    
    
    $
    1,552,785U. S. agency securities
    
    
    100,269
    
    
    
    5,309
    
    
    
    
    
    
    
    105,578Obligations of states and political subdivisions
    
    
    7,635
    
    
    
    223
    
    
    
    10
    
    
    
    7,848Other securities
    
    
    62,751
    
    
    
    
    
    
    
    
    
    
    
    62,751Total
    
    $
    1,698,287
    
    
    $
    31,874
    
    
    $
    1,199
    
    
    $
    1,728,962Securities Held to MaturityDecember 31, 2009Obligations of states and political subdivisions
    
    $
    174,945
    
    
    $
    5,464
    
    
    $
    25
    
    
    $
    180,384Total
    
    $
    174,945
    
    
    $
    5,464
    
    
    $
    25
    
    
    $
    180,384December 31, 2008Obligations of states and political subdivisions
    
    $
    210,393
    
    
    $
    4,316
    
    
    $
    789
    
    
    $
    213,920Total
    
    $
    210,393
    
    
    $
    4,316
    
    
    $
    789
    
    
    $
    213,920
  December 31, 2009
    
    Less than 12 Months
    
    
    12 Months or LongerFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized(in thousands)
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesSecurities Available for SaleMortgage-backed securities
    
    $
    504,315
    
    
    $
    2,806
    
    
    $
    
    
    
    $
    Obligations of states and political subdivisions
    
    
    235
    
    
    
    1
    
    
    
    406
    
    
    
    2Total
    
    $
    504,550
    
    
    $
    2,807
    
    
    $
    406
    
    
    $
    2Securities Held to MaturityObligations of states and political subdivisions
    
    $
    4,279
    
    
    $
    25
    
    
    $
    
    
    
    $
    Total
    
    $
    4,279
    
    
    $
    25
    
    
    $
    
    
    
    $
    
 72




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December 31, 2008
    
    Less than 12 Months
    
    
    12 Months or LongerFair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized(in thousands)
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesSecurities Available for SaleMortgage-backed securities
    
    $
    245,088
    
    
    $
    1,170
    
    
    $
    7,396
    
    
    $
    19Obligations of states and political subdivisions
    
    
    1,145
    
    
    
    9
    
    
    
    150
    
    
    
    1Total
    
    $
    246,233
    
    
    $
    1,179
    
    
    $
    7,546
    
    
    $
    20Securities Held to MaturityObligations of states and political subdivisions
    
    $
    13,618
    
    
    $
    461
    
    
    $
    10,459
    
    
    $
    328Total
    
    $
    13,618
    
    
    $
    461
    
    
    $
    10,459
    
    
    $
    328
    73




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Amortized
    
    
    Fair(in thousands)
    
    Cost
    
    
    ValueSecurities Available for SaleWithin one year
    
    $
    102,231
    
    
    $
    104,493One to five years
    
    
    7,726
    
    
    
    7,948Five to ten years
    
    
    1,050
    
    
    
    1,116After ten years
    
    
    
    
    
    
    Debt securities with single maturities
    
    
    111,007
    
    
    
    113,557Mortgage-backed securities
    
    
    1,673,136
    
    
    
    1,708,765Equity securities
    
    
    53,173
    
    
    
    53,173Total
    
    $
    1,837,316
    
    
    $
    1,875,495Securities Held to MaturityWithin one year
    
    $
    17,964
    
    
    $
    18,157One to five years
    
    
    70,831
    
    
    
    73,612Five to ten years
    
    
    60,267
    
    
    
    61,882After ten years
    
    
    25,883
    
    
    
    26,733Total
    
    $
    174,945
    
    
    $
    180,384
   NOTE 6
 LOANS
  December 31(in thousands)
    
    2009
    
    
    2008Commercial & industrial
    
    $
    3,075,340
    
    
    
    37
    %
    
    $
    3,436,461
    
    
    
    38
    %Owner-occupied real estate
    
    
    1,079,487
    
    
    
    13
    
    
    
    1,013,919
    
    
    
    11Total commercial & industrial
    
    
    4,154,827
    
    
    
    50
    
    
    
    4,450,380
    
    
    
    49Residential construction
    
    
    170,415
    
    
    
    2
    
    
    
    275,012
    
    
    
    3Commercial construction, land & land development
    
    
    1,366,740
    
    
    
    16
    
    
    
    1,612,468
    
    
    
    18Other commercial real estate
    
    
    1,246,353
    
    
    
    15
    
    
    
    1,254,329
    
    
    
    14Total commercial real estate
    
    
    2,783,508
    
    
    
    33
    
    
    
    3,141,809
    
    
    
    35Residential mortgage
    
    
    1,035,110
    
    
    
    12
    
    
    
    1,079,270
    
    
    
    12Consumer
    
    
    429,998
    
    
    
    5
    
    
    
    410,391
    
    
    
    4Total
    
    $
    8,403,443
    
    
    
    100
    %
    
    $
    9,081,850
    
    
    
    100
    %
  74




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(in thousands)
    
    2009Beginning balance
    
    $
    31,782Additions
    
    
    46,025Repayments
    
    
    (41,298
    )Net decrease from changes in related parties
    
    
    (700
    )Ending balance
    
    $
    35,809
  NOTE 7
 ALLOWANCE FOR LOAN LOSSES AND RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS
  Years Ended December 31(in thousands)
    
    2009
    
    
    2008
    
    
    2007Allowance at beginning of year
    
    $
    161,109
    
    
    $
    87,909
    
    
    $
    75,927Allowance of acquired banks
    
    
    
    
    
    
    9,971
    
    
    
    2,791Provision for credit losses
    
    
    257,600
    
    
    
    134,500
    
    
    
    17,600Loans charged off
    
    
    (203,602
    )
    
    
    (82,226
    )
    
    
    (17,956
    )Recoveries
    
    
    8,564
    
    
    
    10,955
    
    
    
    9,547Net charge-offs
    
    
    (195,038
    )
    
    
    (71,271
    )
    
    
    (8,409
    )Allowance at end of year
    
    $
    223,671
    
    
    $
    161,109
    
    
    $
    87,909
  Years Ended December 31(in thousands)
    
    2009
    
    
    2008
    
    
    2007Reserve at beginning of year
    
    $
    800
    
    
    $
    1,300
    
    
    $
    1,900Provision for credit losses
    
    
    1,400
    
    
    
    (500
    )
    
    
    (600
    )Reserve at end of year
    
    $
    2,200
    
    
    $
    800
    
    
    $
    1,300
 NOTE 8
 IMPAIRED LOANS, NONPERFORMING LOANS, FORECLOSED ASSETS AND SURPLUS PROPERTY
  December 31(in thousands)
    
    2009
    
    
    2008Impaired loans at year end:Requiring a loss allowance
    
    $
    277,421
    
    
    $
    218,376Not requiring a loss allowance
    
    
    67,572
    
    
    
    54,492Total recorded investment in impaired loans
    
    $
    344,993
    
    
    $
    272,868Impairment loss allowance required at year end
    
    $
    51,462
    
    
    $
    39,288Average recorded investment in impaired loans during the year
    
    $
    321,094
    
    
    $
    169,308
 75




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December 31(in thousands)
    
    2009
    
    
    2008Loans accounted for on a nonaccrual basis
    
    $
    414,075
    
    
    $
    301,095Restructured loans accruing
    
    
    
    
    
    
    Total nonperforming loans
    
    $
    414,075
    
    
    $
    301,095Foreclosed assets and surplus property
    
    $
    52,630
    
    
    $
    28,067
  Years Ended December 31(in thousands)
    
    2009
    
    
    2008
    
    
    2007Contractual interest
    
    $
    27,078
    
    
    $
    15,773
    
    
    $
    7,967Interest recognized
    
    
    1,194
    
    
    
    903
    
    
    
    1,345Decrease in reported interest income
    
    $
    25,884
    
    
    $
    14,870
    
    
    $
    6,622
   Years Ended December 31(in thousands)
    
    2009
    
    
    2008
    
    
    2007Revenues
    
    $
    1,940
    
    
    $
    3,898
    
    
    $
    4,375Direct expenses
    
    
    193
    
    
    
    230
    
    
    
    236
 NOTE 9
 BANK PREMISES AND EQUIPMENT
  December 31(in thousands)
    
    2009
    
    
    2008Land
    
    $
    59,412
    
    
    $
    60,861Buildings and improvements
    
    
    227,054
    
    
    
    220,784Equipment and furnishings
    
    
    154,955
    
    
    
    135,455441,421
    
    
    
    417,100Accumulated depreciation
    
    
    (218,279
    )
    
    
    (204,599
    )Total bank premises and equipment
    
    $
    223,142
    
    
    $
    212,501
 76




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Years Ended December 31(in thousands)
    
    2009
    
    
    2008
    
    
    2007Buildings and improvements
    
    $
    9,626
    
    
    $
    8,599
    
    
    $
    8,062Equipment and furnishings
    
    
    10,730
    
    
    
    10,434
    
    
    
    9,375Total depreciation and amortization expense
    
    $
    20,356
    
    
    $
    19,033
    
    
    $
    17,437
   (in thousands)2010
    
    $
    9,5902011
    
    
    7,7042012
    
    
    6,8182013
    
    
    6,5852014
    
    
    6,350Later years
    
    
    42,636Total
    
    $
    79,683
 NOTE 10
 GOODWILL AND OTHER INTANGIBLE ASSETS
    77




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Purchase
    
    
    Accumulated
    
    
    Carrying(in thousands)
    
    Value
    
    
    Amortization
    
    
    ValueBalance at December 31, 2008
    
    $
    61,910
    
    
    
    (39,027
    )
    
    $
    22,883Amortization
    
    
    
    
    
    
    (8,767
    )
    
    
    (8,767
    )Fully-amortized assets
    
    
    (21,382
    )
    
    
    21,382
    
    
    
    Balance at December 31, 2009
    
    $
    40,528
    
    
    
    (26,412
    )
    
    $
    14,116
  Years Ended December 31(in thousands)
    
    2009
    
    
    2008
    
    
    2007Deposit relationships and other identifiable intangibles
    
    $
    8,767
    
    
    $
    7,785
    
    
    $
    9,595Unidentifiable intangibles
    
    
    
    
    
    
    
    
    
    
    1,284Total amortization
    
    $
    8,767
    
    
    $
    7,785
    
    
    $
    10,879
  (in thousands)2010
    
    $
    5,1942011
    
    
    3,3892012
    
    
    2,2202013
    
    
    1,3772014
    
    
    905
 NOTE 11
 DEPOSITS
  December 31(in thousands)
    
    2009
    
    
    2008Noninterest-bearing demand deposits
    
    $
    3,301,354
    
    
    $
    3,233,550Interest-bearing deposits:NOW account deposits
    
    
    1,299,274
    
    
    
    1,281,137Money market deposits
    
    
    1,823,548
    
    
    
    1,306,937Savings deposits
    
    
    840,135
    
    
    
    909,197Other time deposits
    
    
    799,142
    
    
    
    875,999Time deposits $100,000 and over
    
    
    1,086,441
    
    
    
    1,654,774Total interest-bearing deposits
    
    
    5,848,540
    
    
    
    6,028,044Total deposits
    
    $
    9,149,894
    
    
    $
    9,261,594
 78




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(in thousands)2010
    
    $
    1,596,4372011
    
    
    247,6422012
    
    
    40,4392013
    
    
    6922014 and thereafter
    
    
    373Total
    
    $
    1,885,583
 NOTE 12
 SHORT-TERM BORROWINGS
  December 31(in thousands)
    
    2009
    
    
    2008Securities sold under agreements to repurchase
    
    $
    711,896
    
    
    $
    780,059Federal funds purchased
    
    
    15,810
    
    
    
    479,837Treasury Investment Program
    
    
    6,900
    
    
    
    16,740Total short-term borrowings
    
    $
    734,606
    
    
    $
    1,276,636
   (dollars in thousands)
    
    2009
    
    
    2008
    
    
    2007At December 31Interest rate
    
    
    .16
    %
    
    
    .15
    %
    
    
    3.15
    %Balance
    
    $
    711,896
    
    
    $
    780,059
    
    
    $
    771,717Average for the yearEffective interest rate
    
    
    .16
    %
    
    
    1.31
    %
    
    
    3.80
    %Balance
    
    $
    648,106
    
    
    $
    637,164
    
    
    $
    583,754Maximum month-end outstanding
    
    $
    732,514
    
    
    $
    780,059
    
    
    $
    771,717
  (dollars in thousands)
    
    2009
    
    
    2008
    
    
    2007At December 31Interest rate
    
    
    .15
    %
    
    
    .27
    %
    
    
    3.76
    %Balance
    
    $
    15,810
    
    
    $
    479,837
    
    
    $
    98,302Average for the yearEffective interest rate
    
    
    .26
    %
    
    
    1.71
    %
    
    
    4.94
    %Balance
    
    $
    72,385
    
    
    $
    261,289
    
    
    $
    48,128Maximum month-end outstanding
    
    $
    159,446
    
    
    $
    661,076
    
    
    $
    98,302
 79




---



##### Table of Contents



(dollars in thousands)
    
    2009
    
    
    2008Average for the yearEffective interest rate
    
    
    .58
    %
    
    
    2.08
    %Balance
    
    $
    202,192
    
    
    $
    286,001Maximum month-end outstanding
    
    $
    500,000
    
    
    $
    501,694
   NOTE 13
 LONG-TERM DEBT
  December 31(in thousands)
    
    2009
    
    
    2008Subordinated notes payable
    
    $
    149,810
    
    
    $
    149,784Subordinated debentures
    
    
    17,029
    
    
    
    17,260Other long-term debt
    
    
    32,868
    
    
    
    12,192Total long-term debt
    
    $
    199,707
    
    
    $
    179,236
    80




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##### Table of Contents



NOTE 14
 OTHER ASSETS AND ACCRUED EXPENSES AND OTHER LIABILITIES
  December 31(in thousands)
    
    2009
    
    
    2008Other AssetsCash surrender value of life insurance
    
    $
    174,296
    
    
    $
    166,627Net deferred income tax asset
    
    
    85,825
    
    
    
    73,023Prepaid expenses
    
    
    77,594
    
    
    
    8,049Foreclosed assets and surplus property
    
    
    52,630
    
    
    
    28,067Recoverable income taxes
    
    
    32,942
    
    
    
    3,765Low-income housing tax credit fund investments
    
    
    9,503
    
    
    
    12,182Miscellaneous investments, receivables and other assets
    
    
    61,051
    
    
    
    30,171Total other assets
    
    $
    493,841
    
    
    $
    321,884Accrued Expenses and Other LiabilitiesTrade date obligations
    
    $
    30,060
    
    
    $
    Accrued taxes and other expenses
    
    
    20,063
    
    
    
    24,672Dividend payable
    
    
    832
    
    
    
    11,647Liability for pension benefits
    
    
    23,170
    
    
    
    38,747Obligation for postretirement benefits other than pensions
    
    
    19,043
    
    
    
    18,045Reserve for losses on unfunded credit commitments
    
    
    2,200
    
    
    
    800Miscellaneous payables, deferred income and other liabilities
    
    
    19,594
    
    
    
    23,857Total accrued expenses and other liabilities
    
    $
    114,962
    
    
    $
    117,768
    NOTE 15
 EMPLOYEE BENEFIT PLANS
 Retirement Plans
  81




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##### Table of Contents



2009
    
    
    2008(in thousands)
    
    Qualified
    
    
    Nonqualified
    
    
    Qualified
    
    
    NonqualifiedChanges in benefit obligationBenefit obligation, beginning of year
    
    $
    166,909
    
    
    $
    11,935
    
    
    $
    158,966
    
    
    $
    10,763Service cost for benefits
    
    
    5,721
    
    
    
    336
    
    
    
    8,128
    
    
    
    251Interest cost on benefit obligation
    
    
    10,186
    
    
    
    816
    
    
    
    9,381
    
    
    
    683Plan amendments
    
    
    
    
    
    
    
    
    
    
    (4,332
    )
    
    
    Net actuarial loss
    
    
    5,886
    
    
    
    2,085
    
    
    
    1,243
    
    
    
    620Benefits paid
    
    
    (6,079
    )
    
    
    (808
    )
    
    
    (6,477
    )
    
    
    (382
    )Benefit obligation, end of year
    
    
    182,623
    
    
    
    14,364
    
    
    
    166,909
    
    
    
    11,935Changes in plan assetsPlan assets at fair value, beginning of year
    
    
    140,097
    
    
    
    
    
    
    
    135,773
    
    
    
    Actual return on plan assets
    
    
    27,606
    
    
    
    
    
    
    
    (28,531
    )
    
    
    Employer contribution
    
    
    12,875
    
    
    
    808
    
    
    
    40,000
    
    
    
    382Benefits paid
    
    
    (6,079
    )
    
    
    (808
    )
    
    
    (6,477
    )
    
    
    (382
    )Plan expenses
    
    
    (682
    )
    
    
    
    
    
    
    (668
    )
    
    
    Plan assets at fair value, end of year
    
    
    173,817
    
    
    
    
    
    
    
    140,097
    
    
    
    Funded status and pension liability recognized
    
    $
    (8,806
    )
    
    $
    (14,364
    )
    
    $
    (26,812
    )
    
    $
    (11,935
    )
  2009
    
    2008Discount rate
    
    
    6.00
    %
    
    
    6.00
    %Rate of future compensation increases
    
    
    3.58
    
    
    
    3.58
  82




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##### Table of Contents



2009
    
    
    2008
    
    
    2007(in thousands)
    
    Qualified
    
    Nonqualified
    Qualified
    
    
    Nonqualified
    
    Qualified
    
    
    NonqualifiedService cost for benefits in period
    
    $
    5,721
    
    
    $
    336
    
    
    $
    8,128
    
    
    $
    251
    
    
    $
    7,862
    
    
    $
    420Interest cost on benefit obligation
    
    
    10,186
    
    
    
    816
    
    
    
    9,381
    
    
    
    683
    
    
    
    8,669
    
    
    
    577Expected return on plan assets
    
    
    (11,199
    )
    
    
    
    
    
    
    (10,877
    )
    
    
    
    
    
    
    (10,695
    )
    
    
    Amortization of:Net actuarial loss
    
    
    5,288
    
    
    
    224
    
    
    
    822
    
    
    
    257
    
    
    
    906
    
    
    
    284Prior service cost (credit)
    
    
    (14
    )
    
    
    337
    
    
    
    (93
    )
    
    
    7
    
    
    
    (108
    )
    
    
    (8
    )Net periodic pension expense
    
    $
    9,982
    
    
    $
    1,713
    
    
    $
    7,361
    
    
    $
    1,198
    
    
    $
    6,634
    
    
    $
    1,273
  2009
    
    
    2008
    
    
    2007Discount rate
    
    
    6.00
    %
    
    
    6.00
    %
    
    
    5.75
    %Rate of future compensation increases
    
    
    3.58
    
    
    
    3.58
    
    
    
    3.58Expected long-term return on plan assets
    
    
    8.00
    
    
    
    8.00
    
    
    
    8.00
  Net actuarial
    
    Prior service
    
    
    
    
    
    
    
    
    Total,(in thousands)
    
    gain (loss)

    
    (cost) credit

    
    Total
    

    Tax effect
    
    net of taxBalance at December 31, 2007
    
    $
    (27,044
    )
    
    $
    36
    
    
    $
    (27,008
    )
    
    $
    9,451
    
    
    $
    (17,557
    )Changes arising during the period:Plan amendment
    
    
    4,332
    
    
    
    
    
    
    
    4,332
    
    
    
    (1,516
    )
    
    
    2,816Other changes
    
    
    (44,097
    )
    
    
    
    
    
    
    (44,097
    )
    
    
    15,435
    
    
    
    (28,662
    )Adjustments for amounts recognized in
net periodic benefit cost
    
    
    1,079
    
    
    
    (85
    )
    
    
    994
    
    
    
    (348
    )
    
    
    646Recognized in comprehensive income (loss)
    
    
    (38,686
    )
    
    
    (85
    )
    
    
    (38,771
    )
    
    
    13,571
    
    
    
    (25,200
    )Balance at December 31, 2008
    
    
    (65,730
    )
    
    
    (49
    )
    
    
    (65,779
    )
    
    
    23,022
    
    
    
    (42,757
    )Changes arising during the period:
    
    
    12,018
    
    
    
    (2,108
    )
    
    
    9,910
    
    
    
    (3,468
    )
    
    
    6,442Adjustments for amounts recognized in
net periodic benefit cost
    
    
    5,512
    
    
    
    323
    
    
    
    5,835
    
    
    
    (2,042
    )
    
    
    3,793Recognized in comprehensive income (loss)
    
    
    17,530
    
    
    
    (1,785
    )
    
    
    15,745
    
    
    
    (5,510
    )
    
    
    10,235Balance at December 31, 2009
    
    $
    (48,200
    )
    
    $
    (1,834
    )
    
    $
    (50,034
    )
    
    $
    17,512
    
    
    $
    (32,522
    )
  83




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##### Table of Contents



Long-rangeActual Allocation
    
    
    Average
    
    
    Policy2009
    
    
    2008
    
    
    Target
    
    
    RangeEquity securities:U. S. large cap
    
    
    23
    %
    
    
    27
    %U. S. small cap
    
    
    23
    
    
    
    7International
    
    
    18
    
    
    
    7Total equity securities
    
    
    64
    
    
    
    41
    
    
    
    55
    %
    
    
    40-70
    %Corporate debt securities
    
    
    15
    
    
    
    15U. S. government and agency securities and other debt securities
    
    
    18
    
    
    
    14Total debt securities
    
    
    33
    
    
    
    29
    
    
    
    40
    
    
    
    30-50Cash investments
    
    
    3
    
    
    
    30
    
    
    
    5
    
    
    
    0-10Total
    
    
    100
    %
    
    
    100
    %
    December 31, 2009Fair Value Measurement Using(in thousands)
    
    Level 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalEquity securities
    
    $
    111,945
    
    
    $
    
    
    
    $
    
    
    
    $
    111,945Corporate debt securities
    
    
    
    
    
    
    25,975
    
    
    
    
    
    
    
    25,975U. S. government and agency
securities and other debt
securities
    
    
    
    
    
    
    29,829
    
    
    
    
    
    
    
    29,829Cash investments
    
    
    6,068
    
    
    
    
    
    
    
    
    
    
    
    6,068Total investments at fair value
    
    $
    118,013
    
    
    $
    55,804
    
    
    $
    
    
    
    $
    173,817
 84




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##### Table of Contents



Health and Welfare Plans
   (in thousands)
    
    2009
    
    
    2008Changes in benefit obligationBenefit obligation, beginning of year
    
    $
    18,044
    
    
    $
    15,196Interest cost on benefit obligation
    
    
    1,063
    
    
    
    830Participant contributions
    
    
    434
    
    
    
    834Net actuarial (gain) loss
    
    
    1,198
    
    
    
    3,086Benefits paid, net of Medicare subsidy received
    
    
    (1,696
    )
    
    
    (1,902
    )Benefit obligation, end of year
    
    
    19,043
    
    
    
    18,044Changes in plan assetsPlan assets, beginning of year
    
    
    
    
    
    
    Employer contributions
    
    
    1,262
    
    
    
    1,068Participant contributions
    
    
    434
    
    
    
    834Benefits paid, net of Medicare subsidy received
    
    
    (1,696
    )
    
    
    (1,902
    )Plan assets, end of year
    
    
    
    
    
    
    Funded status and postretirement benefit liability recognized
    
    $
    (19,043
    )
    
    $
    (18,044
    )
  85




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##### Table of Contents



Pre- and Post-Medicare Age Cost2009
    
    
    2008Cost trend rate for next year
    
    
    9
    %
    
    
    9
    %Ultimate rate to which the cost trend rate gradually declines
    
    
    5
    
    
    
    5Year in which the ultimate trend rate is reached
    
    
    2024
    
    
    
    2024
   Net actuarial
    
    
    Prior service
    
    
    
    
    
    
    
    
    
    
    Total(in thousands)
    
    gain (loss)
    
    
    (cost) credit
    
    
    Total
    
    
    Tax effect
    
    
    net of taxBalance at December 31, 2007
    
    $
    (10,731
    )
    
    $
    9,503
    
    
    $
    (1,228
    )
    
    $
    430
    
    
    $
    (798
    )Changes arising during the period
    
    
    (3,086
    )
    
    
    
    
    
    
    (3,086
    )
    
    
    1,081
    
    
    
    (2,005
    )Adjustments for amounts recognized in netperiodic benefit cost
    
    
    1,732
    
    
    
    (2,239
    )
    
    
    (507
    )
    
    
    177
    
    
    
    (330
    )Recognized in comprehensive income (loss)
    
    
    (1,354
    )
    
    
    (2,239
    )
    
    
    (3,593
    )
    
    
    1,258
    
    
    
    (2,335
    )Balance at December 31, 2008
    
    
    (12,085
    )
    
    
    7,264
    
    
    
    (4,821
    )
    
    
    1,688
    
    
    
    (3,133
    )Changes arising during the period
    
    
    (1,198
    )
    
    
    
    
    
    
    (1,198
    )
    
    
    419
    
    
    
    (779
    )Adjustments for amounts recognized in netperiodic benefit cost
    
    
    2,367
    
    
    
    (2,235
    )
    
    
    132
    
    
    
    (46
    )
    
    
    86Recognized in comprehensive income (loss)
    
    
    1,169
    
    
    
    (2,235
    )
    
    
    (1,066
    )
    
    
    373
    
    
    
    (693
    )Balance at December 31, 2009
    
    $
    (10,916
    )
    
    $
    5,029
    
    
    $
    (5,887
    )
    
    $
    2,061
    
    
    $
    (3,826
    )
 NOTE 16
 SHARE-BASED COMPENSATION
    86




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##### Table of Contents



Tenure-based
    
    
    Performance-basedWeighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    
    
    
    
    AverageGrant Date
    
    
    
    
    
    
    Grant DateShares
    
    
    Fair Value
    
    
    Shares
    
    
    Fair ValueNonvested at December 31, 2008
    
    
    231,626
    
    
    $
    22.87
    
    
    
    798,121
    
    
    $
    28.58Granted
    
    
    492,653
    
    
    
    8.80
    
    
    
    
    
    
    
    Net change on updated performance estimates
    
    
    
    
    
    
    
    
    
    
    (165,143
    )
    
    
    23.54Vested
    
    
    (1,986
    )
    
    
    23.46
    
    
    
    (372,647
    )
    
    
    34.29Actual forfeitures
    
    
    (19,835
    )
    
    
    15.34
    
    
    
    (26,643
    )
    
    
    26.52Nonvested at December 31, 2009 (a)
    
    
    702,458
    
    
    $
    13.21
    
    
    
    233,688
    
    
    $
    23.27
 
 (a)
    
    Performance-based total includes 128,359 shares that could be issued with respect to awards whose
performance measurement periods were not completed by December 31, 2009. The maximum shares
that potentially could be issued with respect to these awards total approximately 210,587. Under
certain levels of performance, no shares would be issued.   87




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##### Table of Contents



Weighted-AverageNumber
    
    
    Exercise PriceOutstanding at December 31, 2006
    
    
    2,817,230
    
    
    $
    25.95Grants
    
    
    239,450
    
    
    
    29.06Exercises
    
    
    (191,027
    )
    
    
    21.08Vested expirations and unvested forfeitures
    
    
    (52,675
    )
    
    
    31.40Outstanding at December 31, 2007
    
    
    2,812,978
    
    
    
    26.44Grants
    
    
    262,437
    
    
    
    18.69Exercises
    
    
    (55,814
    )
    
    
    20.18Vested expirations and unvested forfeitures
    
    
    (452,313
    )
    
    
    27.76Outstanding at December 31, 2008
    
    
    2,567,288
    
    
    
    25.55Grants
    
    
    
    
    
    
    Exercises
    
    
    
    
    
    
    Vested expirations and unvested forfeitures
    
    
    (360,700
    )
    
    
    24.28Outstanding at December 31, 2009
    
    
    2,206,588
    
    
    $
    25.76Exercisable at December 31, 2009
    
    
    1,853,394
    
    
    $
    26.24
   (dollars in thousands,
    
    
    
    
    
    Weighted-
    
    
    Weighted-
    
    
    Aggregateexcept per share data)
    
    
    
    
    
    Average Years
    
    
    Average
    
    
    IntrinsicRange of Exercise Prices
    
    Number
    
    
    to Expiration
    
    
    Exercise Price
    
    
    ValueOptions Exercisable$15.31-$18.77
    
    
    300,072
    
    
    
    2.2
    
    
    $
    17.75$20.52-$22.58
    
    
    572,383
    
    
    
    2.7
    
    
    
    22.33$28.86-$29.83
    
    
    426,489
    
    
    
    4.5
    
    
    
    28.95$30.10-$35.41
    
    
    554,450
    
    
    
    5.6
    
    
    
    32.79$15.31-$35.41
    
    
    1,853,394
    
    
    
    3.8
    
    
    $
    26.24
    
    
    $
    Options Outstanding$15.31-$35.41
    
    
    2,206,599
    
    
    
    4.5
    
    
    $
    25.76
    
    
    $
    
 88




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##### Table of Contents



Years Ended December 31(in thousands)
    
    2009
    
    
    2008
    
    
    2007Proceeds from option exercises
    
    $
    
    
    
    $
    884
    
    
    $
    3,813Intrinsic value of option exercised
    
    
    
    
    
    
    228
    
    
    
    1,703Tax benefit realized
    
    
    
    
    
    
    77
    
    
    
    475
  2008
    
    
    2007Weighted-average expected annualized volatility
    
    
    24.38
    %
    
    
    21.17
    %Weighted-average option life (in years)
    
    
    6.59
    
    
    
    6.61Expected annual dividend yield
    
    
    4.00
    %
    
    
    3.50
    %Weighted-average risk-free interest rate
    
    
    3.85
    %
    
    
    4.96
    %Weighted-average grant date fair value of options awarded
    
    $
    3.47
    
    
    $
    5.83
 NOTE 17
 SHAREHOLDERS EQUITY, CAPITAL REQUIREMENTS AND OTHER REGULATORY MATTERS
 Common Stock Offering
  Senior Preferred Stock
   89




---



##### Table of Contents



Regulatory Capital Requirements
     90




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##### Table of Contents



(dollars in thousands)
    
    Actual
    
    
    
    
    
    
    Well-December 31, 2009
    
    Amount
    
    
    Ratio
    
    
    Minimum(a)
    
    
    Capitalized(b)Leverage (Tier 1 Capital to Average Assets):Company
    
    $
    1,242,268
    
    
    
    11.05
    %
    
    $
    449,830
    
    
    
    (c
    )Bank
    
    
    999,176
    
    
    
    8.90
    
    
    
    449,259
    
    
    $
    561,574Tier 1 Capital (to Risk-Weighted Assets):Company
    
    
    1,242,268
    
    
    
    13.00
    
    
    
    382,105
    
    
    
    573,158Bank
    
    
    999,176
    
    
    
    10.48
    
    
    
    381,476
    
    
    
    572,214Total Capital (to Risk-Weighted Assets):Company
    
    
    1,512,800
    
    
    
    15.84
    
    
    
    764,211
    
    
    
    955,263Bank
    
    
    1,269,512
    
    
    
    13.31
    
    
    
    762,952
    
    
    
    953,689December 31, 2008Leverage (Tier 1 Capital to Average Assets):Company
    
    $
    1,118,842
    
    
    
    9.87
    %
    
    $
    453,301
    
    
    
    (c
    )Bank
    
    
    1,077,856
    
    
    
    9.53
    
    
    
    452,598
    
    
    $
    565,747Tier 1 Capital (to Risk-Weighted Assets):Company
    
    
    1,118,842
    
    
    
    10.76
    
    
    
    415,756
    
    
    
    623,634Bank
    
    
    1,077,856
    
    
    
    10.39
    
    
    
    415,090
    
    
    
    622,635Total Capital (to Risk-Weighted Assets):Company
    
    
    1,398,945
    
    
    
    13.46
    
    
    
    831,512
    
    
    
    1,039,389Bank
    
    
    1,357,751
    
    
    
    13.08
    
    
    
    830,180
    
    
    
    1,037,725
 (a)
    
    Minimum capital required for capital adequacy purposes.(b)
    
    Capital required for well-capitalized status under regulatory framework for prompt corrective action.(c)
    
    Not applicable. Regulatory Restrictions on Dividends
   91




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##### Table of Contents



Other Regulatory Matters
   NOTE 18
 OFF-BALANCE SHEET FINANCIAL INSTRUMENTS AND DERIVATIVES
 Off-Balance Sheet Financial Instruments
  
    December 31(in thousands)
    
    2009
    
    
    2008Loan commitments  revolving
    
    $
    2,296,865
    
    
    $
    2,474,000Loan commitments  nonrevolving
    
    
    239,313
    
    
    
    519,695Credit card and personal credit lines
    
    
    560,116
    
    
    
    564,385Standby and other letters of credit
    
    
    364,294
    
    
    
    417,053
 92




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##### Table of Contents



Derivative Financial Instruments
  NOTE 19
 FAIR VALUE DISCLOSURES
        Fair Value Measurement Using(in millions)
    
    Level 1
    
    
    Level 2
    
    
    Level 3December 31, 2009Investment securities available for sale
    
    $
    
    
    
    $
    1,822
    
    
    $
    Derivative financial instruments
    
    
    
    
    
    
    
    
    
    
    December 31, 2008Investment securities available for sale
    
    $
    
    
    
    $
    1,670
    
    
    $
    
 93




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##### Table of Contents



Cash, federal funds sold and short-term investments and short-term borrowings
 Investment in securities available for sale and held to maturity
 Loans
 Deposits
 Long-term debt
 Derivative financial instruments
 Off-balance sheet financial instruments
 94




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##### Table of Contents



December 31, 2009
    
    
    December 31, 2008Carrying
    
    
    Fair
    
    
    Carrying
    
    
    Fair(in millions)
    
    Amount
    
    
    Value
    
    
    Amount
    
    
    ValueASSETS:Cash and short-term investments
    
    $
    429
    
    
    $
    429
    
    
    $
    467
    
    
    $
    467Investment securities available for sale (a)
    
    
    1,822
    
    
    
    1,822
    
    
    
    1,670
    
    
    
    1,670Investment securities held to maturity
    
    
    175
    
    
    
    180
    
    
    
    210
    
    
    
    214Loans held for sale
    
    
    34
    
    
    
    34
    
    
    
    21
    
    
    
    21Loans, net
    
    
    8,180
    
    
    
    8,085
    
    
    
    8,921
    
    
    
    8,947Derivative financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    LIABILITIES:Deposits
    
    
    9,150
    
    
    
    9,159
    
    
    
    9,262
    
    
    
    9,270Short-term borrowings
    
    
    735
    
    
    
    735
    
    
    
    1,277
    
    
    
    1,277Long-term debt
    
    
    200
    
    
    
    178
    
    
    
    179
    
    
    
    138Derivative financial instruments
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (a)
    
    Excludes nonmarketable equity securities carried at cost. NOTE 20
 CONTINGENCIES
 Legal Proceedings
  Indemnification Obligation
  95




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##### Table of Contents



NOTE 21
 OTHER NONINTEREST INCOME
  Years Ended December 31(in thousands)
    
    2009
    
    2008
    
    2007Investment services income
    
    $
    6,129
    
    
    $
    6,035
    
    
    $
    5,836Credit-related fees
    
    
    6,304
    
    
    
    5,921
    
    
    
    5,417ATM fees
    
    
    5,657
    
    
    
    5,693
    
    
    
    5,374Other fees and charges
    
    
    5,543
    
    
    
    4,628
    
    
    
    4,818Earnings from bank-owned life insurance program
    
    
    7,207
    
    
    
    3,908
    
    
    
    Other operating income
    
    
    5,754
    
    
    
    6,979
    
    
    
    35,181Net gains on sales and other revenue from foreclosed assets
    
    
    2,036
    
    
    
    4,302
    
    
    
    5,109Net gains (losses) on disposals of surplus property
    
    
    2,011
    
    
    
    72
    
    
    
    (100
    )Total
    
    $
    40,641
    
    
    $
    37,538
    
    
    $
    61,635
  NOTE 22
 OTHER NONINTEREST EXPENSE
  Years Ended December 31(in thousands)
    
    2009
    
    2008
    
    2007Security and other outsourced services
    
    $
    17,094
    
    
    $
    15,758
    
    
    $
    15,735Bank card processing services
    
    
    5,019
    
    
    
    4,319
    
    
    
    4,008Advertising and promotion
    
    
    4,167
    
    
    
    4,824
    
    
    
    4,740Operating supplies
    
    
    4,136
    
    
    
    4,223
    
    
    
    4,120Provision for valuation losses on foreclosed assets
    
    
    11,660
    
    
    
    1,260
    
    
    
    124Nonlegal loan collection and other foreclosed asset costs
    
    
    8,418
    
    
    
    2,696
    
    
    
    501Miscellaneous operating losses
    
    
    3,116
    
    
    
    5,269
    
    
    
    4,140Other operating expense
    
    
    23,310
    
    
    
    21,182
    
    
    
    19,758Total
    
    $
    76,920
    
    
    $
    59,531
    
    
    $
    53,126
 96




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##### Table of Contents



NOTE 23
 INCOME TAXES
  Years Ended December 31(in thousands)
    
    2009
    
    2008
    
    2007Included in net incomeCurrentFederal
    
    $
    (26,677
    )
    
    $
    31,314
    
    
    $
    67,692State
    
    
    (13
    )
    
    
    1,946
    
    
    
    3,297Total current
    
    
    (26,690
    )
    
    
    33,260
    
    
    
    70,989DeferredFederal
    
    
    (22,400
    )
    
    
    (13,639
    )
    
    
    3,445State
    
    
    (776
    )
    
    
    (483
    )
    
    
    (124
    )Total deferred
    
    
    (23,176
    )
    
    
    (14,122
    )
    
    
    3,321Total included in net income
    
    $
    (49,866
    )
    
    $
    19,138
    
    
    $
    74,310Included in shareholders equityDeferred tax related to the change in the
net unrealized gain on securities
    
    $
    2,627
    
    
    $
    10,978
    
    
    $
    9,497Deferred tax related to the change in the pension
and other post-retirement benefits liabilities
    
    
    5,138
    
    
    
    (14,827
    )
    
    
    2,463Current tax related to stock options
and restricted stock and units
    
    
    3,364
    
    
    
    1,144
    
    
    
    (998
    )Total included in shareholders equity
    
    $
    11,129
    
    
    $
    (2,705
    )
    
    $
    10,962
  Years Ended December 31(in percentages)
    
    2009
    
    2008
    
    2007Federal income tax rate
    
    
    35.00
    %
    
    
    35.00
    %
    
    
    35.00
    %Increase (decrease) resulting fromTax-exempt income
    
    
    4.82
    
    
    
    (5.68
    )
    
    
    (1.52
    )Tax credits
    
    
    4.35
    
    
    
    (5.61
    )
    
    
    (1.23
    )State income tax and miscellaneous items
    
    
    .35
    
    
    
    .91
    
    
    
    .72Effective tax rate
    
    
    44.52
    %
    
    
    24.62
    %
    
    
    32.97
    %
 97




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##### Table of Contents



December 31(in thousands)
    
    2009
    
    2008Deferred tax assets:Allowance for credit losses and losses on foreclosed assets
    
    $
    81,860
    
    
    $
    56,917Employee compensation and benefits
    
    
    22,831
    
    
    
    36,045Unrecognized interest income
    
    
    7,082
    
    
    
    6,413Other
    
    
    9,390
    
    
    
    8,685Total deferred tax assets
    
    
    121,163
    
    
    
    108,060Deferred tax liabilities:Depreciable and amortizable assets
    
    
    19,754
    
    
    
    19,883Net unrealized gain on securities available for sale
    
    
    13,363
    
    
    
    10,736Gain recognized on casualty insurance settlement
    
    
    
    
    
    
    2,273Other
    
    
    2,221
    
    
    
    2,145Total deferred tax liabilities
    
    
    35,338
    
    
    
    35,037Net deferred tax asset
    
    $
    85,825
    
    
    $
    73,023
   98




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##### Table of Contents



NOTE 24
 EARNINGS (LOSS) PER COMMON SHARE
   Years Ended December 31(dollars in thousands, except per share data)
    
    
    
    
    
    2009
    
    
    2008
    
    
    2007Numerator:Net income (loss)
    
    
    
    
    
    $
    (62,146
    )
    
    $
    58,585
    
    
    $
    151,054Preferred stock dividends
    
    
    
    
    
    
    16,226
    
    
    
    588
    
    
    
    Net income (loss) to common shareholders
    
    
    
    
    
    
    (78,372
    )
    
    
    57,997
    
    
    
    151,054Net income (loss) allocated to participating
securities basic and diluted
    
    
    
    
    
    
    
    
    
    
    640
    
    
    
    1,729Net income (loss) allocated to common
shareholders basic and diluted
    
    
    A
    
    
    $
    (78,372
    )
    
    $
    57,357
    
    
    $
    149,325Denominator:Weighted-average common shares  basic
    
    
    B
    
    
    
    72,824,964
    
    
    
    64,767,708
    
    
    
    66,953,343Dilutive potential common shares
    
    
    
    
    
    
    
    
    
    
    320,153
    
    
    
    523,413Weighted-average common shares  diluted
    
    
    C
    
    
    
    72,824,964
    
    
    
    65,087,861
    
    
    
    67,476,756Earnings (loss) per common share:Basic
    
    
    A/B
    
    
    $
    (1.08
    )
    
    $
    .89
    
    
    $
    2.23Diluted
    
    
    A/C
    
    
    
    (1.08
    )
    
    
    .88
    
    
    
    2.21Weighted-average anti-dilutive potential common shares:Stock options and restricted stock units
    
    
    
    
    
    
    2,334,579
    
    
    
    2,261,558
    
    
    
    1,060,741Warrants
    
    
    
    
    
    
    2,631,579
    
    
    
    93,471
    
    
    
    
 99




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##### Table of Contents



NOTE 25
 PARENT COMPANY FINANCIAL STATEMENTS
  BALANCE SHEETS
 December 31(in thousands)
    
    2009
    
    2008ASSETSCash and cash equivalents
    
    $
    239,516
    
    
    $
    45,339Investment in bank subsidiary
    
    
    1,452,783
    
    
    
    1,500,493Investments in nonbank subsidiaries
    
    
    2,788
    
    
    
    2,865Notes receivable  nonbank subsidiaries
    
    
    1,484
    
    
    
    2,634Other assets
    
    
    13,392
    
    
    
    12,335Total assets
    
    $
    1,709,963
    
    
    $
    1,563,666LIABILITIESDividends payable
    
    $
    832
    
    
    $
    11,647Subordinated debentures
    
    
    17,029
    
    
    
    17,260Other liabilities
    
    
    11,038
    
    
    
    9,281Total liabilities
    
    
    28,899
    
    
    
    38,188SHAREHOLDERS EQUITY
    
    
    1,681,064
    
    
    
    1,525,478Total liabilities and shareholders equity
    
    $
    1,709,963
    
    
    $
    1,563,666
 STATEMENTS OF INCOME
 Years Ended December 31(in thousands)
    
    2009
    
    2008
    
    2007Dividend income from bank subsidiary
    
    $
    
    
    
    $
    113,500
    
    
    $
    80,000Equity in undistributed earnings of subsidiariesBank
    
    
    (59,427
    )
    
    
    (55,240
    )
    
    
    66,683Nonbanks
    
    
    (77
    )
    
    
    (189
    )
    
    
    21Other income, net of expenses
    
    
    (2,642
    )
    
    
    514
    
    
    
    4,350Net income (loss)
    
    $
    (62,146
    )
    
    $
    58,585
    
    
    $
    151,054Preferred stock dividends
    
    
    16,226
    
    
    
    588
    
    
    
    Net income (loss) to common shareholders
    
    $
    (78,372
    )
    
    $
    57,997
    
    
    $
    151,054
 100




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##### Table of Contents



STATEMENTS OF CASH FLOWS
 Years Ended December 31(in thousands)
    
    2009
    
    
    2008
    
    
    2007OPERATING ACTIVITIESNet income (loss)
    
    $
    (62,146
    )
    
    $
    58,585
    
    
    $
    151,054Adjustments to reconcile net income (loss) to net cash provided
by operating activities:Equity in undistributed earnings of subsidiaries
    
    
    59,504
    
    
    
    55,429
    
    
    
    (66,704
    )Other, net
    
    
    846
    
    
    
    794
    
    
    
    1,593Net cash provided by (used in) operating activities
    
    
    (1,796
    )
    
    
    114,808
    
    
    
    85,943INVESTING ACTIVITIESInvestments in subsidiaries, net
    
    
    
    
    
    
    (370,466
    )
    
    
    (13,291
    )Loans to nonbank subsidiaries, net of repayments
    
    
    1,150
    
    
    
    1,550
    
    
    
    78,750Net cash provided by (used in) investing activities
    
    
    1,150
    
    
    
    (368,916
    )
    
    
    65,459FINANCING ACTIVITIESCash dividends on common stock
    
    
    (13,250
    )
    
    
    (78,590
    )
    
    
    (77,340
    )Cash dividends on preferred stock
    
    
    (13,584
    )
    
    
    
    
    
    
    Proceeds from issuance of common stock
    
    
    218,634
    
    
    
    4,279
    
    
    
    6,932Purchases of common stock
    
    
    (1,087
    )
    
    
    (52,588
    )
    
    
    (52,782
    )Proceeds from issuance of preferred stock, with common stock
warrant
    
    
    
    
    
    
    300,000
    
    
    
    Share-based compensation reimbursed by bank subsidiary
    
    
    4,110
    
    
    
    6,929
    
    
    
    13,329Repayment of long-term debt
    
    
    
    
    
    
    (6,186
    )
    
    
    (3,093
    )Other, net
    
    
    
    
    
    
    63
    
    
    
    124Net cash provided by (used in) financing activities
    
    
    194,823
    
    
    
    173,907
    
    
    
    (112,830
    )Increase (decrease) in cash and cash equivalents
    
    
    194,177
    
    
    
    (80,201
    )
    
    
    38,572Cash and cash equivalents at beginning of year
    
    
    45,339
    
    
    
    125,540
    
    
    
    86,968Cash and cash equivalents at end of year
    
    $
    239,516
    
    
    $
    45,339
    
    
    $
    125,540
  101




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##### Table of Contents



Item 9:
    
    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
  
 Item 9A:
    
    CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures.
 Managements Report on Internal Control over Financial Reporting and Report of Independent
Registered Public Accounting Firm.
 Changes in Internal Control over Financial Reporting.
 
 Item 9B:
    
    OTHER INFORMATION
  102




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##### Table of Contents



PART III
 
 Item 10:
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 www.whitneybank.com
  
    
    The subsections entitled Board of Directors, Board Qualifications,
Audit Committee, Nominating and Corporate Governance Committee,
and Corporate Governance of the section
entitled Board of Directors and Its Committees.
    
    The section entitled Section 16(a) Beneficial Ownership Reporting
Compliance.
    
    The section entitled Transactions with Related Persons.
 
 Item 11:
    
    EXECUTIVE COMPENSATION
  
    
    The section entitled Executive Compensation.
    
    The subsections entitled Board Committees and Compensation and Human
Resources Committee of the section entitled Board of Directors and Its Committees.
    
    The section entitled Compensation and Human Resources Committee Interlocks
and Insider Participation.
    
    The section entitled Compensation Discussion and Analysis.
    
    The section entitled Compensation and Human Resources Committee Report.
 
 Item 12:
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
   103




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##### Table of Contents



Equity Compensation Plan Information
 (a)
    
    
    (b)
    
    
    (c)Number of securitiesremaining available forfuture issuance underNumber of securities to
    
    
    Weighted-average
    
    
    equity compensationbe issued upon exercise
    
    
    exercise price of
    
    
    plans (excludingof outstanding options,
    
    
    outstanding options,
    
    
    securities reflected inPlan category
    
    warrants and rights
    
    
    warrants and rights
    
    
    column (a))Equity compensation plans
approved by shareholders
    
    
    2,287,788
    (1)
    
    $
    25.76
    (2)
    
    
    2,173,422
    (3)Equity compensation plans
not approved by shareholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    2,287,788
    
    
    $
    25.76
    
    
    
    2,173,422
 
 (1)
    
    The total includes an aggregate of 1,911,838 shares that can be issued on
the exercise of options held by employees. 355,340 shares are subject to options granted
under the 2007 Long-Term Compensation Plan (2007 LTCP), 808,295 shares are subject to options
granted under the 2004 Long-Term Incentive Plan (2004 LTIP), and 748,203 shares are subject to
options granted under the 1997 Long-Term Incentive Plan (1997 LTIP). The total also includes
an aggregate of 294,750 shares that can be issued on the exercise of options held by
nonemployee directors of the Company. These options were granted under the Directors
Compensation Plan, as amended and restated.Also included in the total are 81,200 common stock equivalent units held in deferred
compensation accounts maintained for certain of the Companys directors, which must
eventually be distributed as common shares of the Company. As allowed under the Directors
Compensation Plan, certain nonemployee directors have deferred receipt of annual stock
awards and fees, and the value of these deferrals has been credited to a bookkeeping account
maintained for each director. The value of an account is indexed to the performance of one
or more investment options specified in the plans. One of the investment options is
equivalent units of the Companys common stock. This option is mandatory for deferred stock
awards and was extended by the Directors Compensation Plan to deferred compensation account
balances maintained under a prior deferred compensation plan. The number of common stock
equivalent units allocated to a directors account for each deferral is based on the fair
market value of the Companys common stock on the deferral date. The common stock
equivalent units are deemed to earn any dividends declared on the Companys common stock,
and additional units are allocated on the dividend payment date based on the stocks fair
market value.(2)
    
    Represents the weighted-average exercise price of options granted under
the 2007 LTCP, the 2004 LTIP, the 1997 LTIP, and the Directors Compensation Plan. It does
not include the per share price of common stock equivalent units held in deferred compensation
accounts for the benefit of nonemployee directors. These units are allocated to accounts
based on the fair market value of the Companys common stock on the date of each account
transaction.(3)
    
    Under the 2007 LTCP, the Company is authorized to make awards with respect
to a maximum of 3,200,000 of its common shares. The 2007 LTCP provides for the award of
options, stock appreciation rights, restricted stock and restricted stock units that represent
common shares, as well as other stock-based awards that the Compensation and Human Resources
Committee of the Companys Board of Directors deems consistent with the plans purposes. Of
the total shares authorized, the Company can make awards with respect to a maximum of
2,400,000 shares in a form of full-value awards, i.e., awards other than in the form of stock
options or stock appreciations rights and which are settled in stock. A maximum of 1,000,000
shares may be issued upon exercise of incentive stock options awarded under the 2007 LTCP. At
December 31, 2009, the Company could make future awards under the 2007 LTCP with respect to
1,822,500 shares of its common stock, of which 1,377,840 can be under full-value awards. No
incentive stock options had been awarded under the 2007 LTCP as of December 31, 2009. The
total shares available for award has been reduced by the maximum number of shares that could
be issued with respect to performance-based awards under the 2007 LTCP for which the
performance measurement period was not 104




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##### Table of Contents



completed by December 31, 2009.The Directors Compensation Plan as originally implemented provided for awards of stock
options or common stock and allocations of common stock equivalent units. The Board of
Directors subsequently amended the plan to eliminate the annual award of stock options
beginning in 2009 and to reduce the aggregate number of common shares authorized to be
issued to no more than 937,500. At December 31, 2009, the Company could make future awards
or allocations of common stock equivalent units under the plan with respect to 350,922
shares of its common stock. 
 Item 13:
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
  
    
    The section entitled Transactions with Related Persons.
    
    The first paragraph of the subsection entitled Board of Directors in the
section entitled Board of Directors and Its Committees.
    
    The first paragraph of the subsection entitled Nominating and Corporate
Governance Committee in the section entitled Board of Directors and Its Committees.
    
    The first paragraph of the subsection entitled Audit Committee in the
section entitled Board of Directors and Its Committees.
    
    The first paragraph of the subsection entitled Role of the Compensation
and Human Resources Committee in the section entitled Compensation Discussion and
Analysis.
 
 Item 14:
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
  105




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##### Table of Contents



PART IV
 
 Item 15:
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a)(1) The following consolidated financial statements and supplementary data of the
Company and its subsidiaries are included in Part II Item 8 of this Form 10-K:
 Page NumberReport of Independent Registered Public Accounting Firm
    
    
    61Consolidated Balance Sheets  December 31, 2009 and 2008
    
    
    62Consolidated Statements of Income 
Years Ended December 31, 2009, 2008 and 2007
    
    
    63Consolidated Statements of Changes in Shareholders Equity 
Years Ended December 31, 2009, 2008 and 2007
    
    
    64Consolidated Statements of Cash Flows 
Years Ended December 31, 2009, 2008 and 2007
    
    
    65Notes to Consolidated Financial Statements
    
    
    66
 
 (a)(2) All schedules have been omitted because they are either not applicable or the
required information has been included in the consolidated financial statements or
notes to the consolidated financial statements.(a)(3) Exhibits: Exhibit 3.1  Copy of the Companys Composite Charter (filed as Exhibit 3.1 to the
Companys current report on Form 8-K filed on December 23, 2008 (Commission file number
0-1026) and incorporated by reference).Exhibit 3.2  Copy of the Companys Bylaws (filed as Exhibit 3.2 to the Companys
current report on Form 8-K filed on December 23, 2008 (Commission file number 0-1026)
and incorporated by reference).Exhibit 4.1  Form of Certificate of Series A Preferred Stock (filed as Exhibit 4.1
to the Companys current report on Form 8-K filed on December 23, 2008 (Commission file
number 0-1026) and incorporated by reference).Exhibit 4.2  Form of Warrant to Purchase Shares of Common Stock (filed as Exhibit
4.2 to the Companys current report on Form 8-K filed on December 23, 2008 (Commission file
number 0-1026) and incorporated by reference).
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Exhibit 10.1 *- Form of Amended and Restated Executive Agreement between the
Company, the Bank and certain executive officers (filed as Exhibit 10.1 to the Companys
annual report on Form 10-K for the year ended December 31, 2007 (Commission file number
0-1026) and incorporated by reference).Exhibit 10.2 *- Form of Amended and Restated Officer Agreement between the Company,
the Bank and an executive officer (filed as Exhibit 10.2 to the Companys annual report on
Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and
incorporated by reference).Exhibit 10.3 *- Senior Executive Letter Agreement by and between the Company and
Robert C. Baird, Jr. (filed as Exhibit 10.22 to the Companys annual report on Form 10-K for
the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by
reference).Exhibit 10.4 *- Senior Executive Letter Agreement by and between the Company and
Thomas L. Callicutt, Jr. (filed as Exhibit 10.23 to the Companys annual report on Form 10-K
for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by
reference).Exhibit 10.5 *- Senior Executive Letter Agreement by and between the Company and
Joseph S. Exnicios (filed as Exhibit 10.24 to the Companys annual report on Form 10-K for
the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by
reference).Exhibit 10.6 *- Senior Executive Letter Agreement by and between the Company and
John C. Hope, III (filed as Exhibit 10.25 to the Companys annual report on Form 10-K for
the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by
reference).Exhibit 10.7 *- Senior Executive Letter Agreement by and between the Company and R.
King Milling (filed as Exhibit 10.26 to the Companys annual report on Form 10-K for the
year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).Exhibit 10.8 *- Senior Executive Letter Agreement by and between the Company and
John M. Turner, Jr. (filed as Exhibit 10.27 to the Companys annual report on Form 10-K for
the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by
reference).Exhibit 10.9 *- Whitney Holding Corporation 1997 Long-Term Incentive Plan (filed as
Exhibit A to the Companys Proxy Statement dated March 18, 1997 (Commission file number
0-1026) and incorporated by reference).Exhibit 10.10 *- Whitney Holding Corporation 2004 Long-Term Incentive Plan (filed as
Exhibit B to the Companys Proxy Statement for the Annual Meeting of Shareholders dated
March 19, 2004 (Commission file number 0-1026) and incorporated by reference).Exhibit 10.11 *- Whitney Holding Corporation 2007 Long-Term Compensation Plan (filed
as Exhibit A of the Definitive Additional Materials to the Companys Definitive Proxy
Statement on Schedule 14A dated March 29, 2007 (Commission file number 0-1026) and
incorporated by reference).Exhibit 10.12 *- Amendment to the Companys 2007 Long-Term Compensation Plan
effective as of December 1, 2007 (filed as Exhibit 10.6 to the Companys annual report on
Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and
incorporated by reference).Exhibit 10.13 *- Form of performance-based restricted stock unit agreement for
executive officers under the Companys 2007 Long-Term Compensation Plan (filed as Exhibit
10.10 to the Companys annual report on Form 10-K for the year ended December 31, 2007
(Commission file number 0-1026) and incorporated by reference).
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Exhibit 10.14 *- Form of performance-based restricted stock unit agreement for
executive officers under the Companys 2007 Long-Term Compensation Plan (filed as Exhibit
10.1 to the Companys quarterly report on Form 10-Q for the quarter ended June 30, 2008 (Commission file
number 0-1026) and incorporated by reference.)Exhibit 10.15 *- Form of tenure-based restricted stock unit agreement for executive
officers under the Companys 2007 Long-Term Compensation Plan (filed as Exhibit 10.1 to the
Companys quarterly report on Form 10-Q for the quarter ended June 30, 2009 (Commission file
number 0-1026) and incorporated by reference).Exhibit 10.16 *- Form of stock option agreement between the Company and certain of
its officers (filed as Exhibit 10.9b to the Companys annual report on Form 10-K for the
year ended December 31, 2001 (Commission file number 0-1026) and incorporated by reference).Exhibit 10.17 *- Form of notice and acceptance of stock option grant to certain of
the Companys officers under the Companys 2004 Long-Term Incentive Plan (filed on June 17,
2005 as Exhibit 99.3 to the Companys current report on Form 8-K (Commission file number
0-1026) and incorporated by reference).Exhibit 10.18 *- Form of notice and acceptance of stock option grant under the
Companys 2004 Long-Term Incentive Plan (filed on July 6, 2006 as Exhibit 99.2 to the
Companys current report on Form 8-K (Commission file number 0-1026) and incorporated by
reference).Exhibit 10.19 *- Form of notice and acceptance of stock option grant under the
Companys 2007 Long-Term Compensation Plan (filed as Exhibit 10.14 to the Companys annual
report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and
incorporated by reference).Exhibit 10.20 *- Amendment to stock options granted under the Companys 2007
Long-term Compensation Plan (filed as Exhibit 10.1 to the Companys quarterly report on Form
10-Q for the quarter ended March 31, 2009 (Commission file number 0-1026) and incorporated
by reference).Exhibit 10.21 *- Whitney Holding Corporation Directors Compensation Plan (filed as
Exhibit A to the Companys Proxy Statement dated March 24, 1994 (Commission file number
0-1026) and incorporated by reference).Exhibit 10.22 *- Amendment No. 1 to the Companys Directors Compensation Plan
(filed as Exhibit A to the Companys Proxy Statement dated March 15, 1996 (Commission file
number 0-1026) and incorporated by reference).Exhibit 10.23 *- Whitney Holding Corporation 2001 Directors Compensation Plan as
amended and restated effective as of January 1, 2008 (filed as Exhibit 10.17 to the
Companys annual report on Form 10-K for the year ended December 31, 2007 (Commission file
number 0-1026) and incorporated by reference).Exhibit 10.24 *- Amendment to the Companys Amended and Restated 2001 Directors
Compensation Plan effective as of July 23, 2008 (filed as Exhibit 10.1 of the Companys
quarterly report on Form 10-Q for the quarter ended September 30, 2008 (Commission file
number 0-1026) and incorporated by reference).Exhibit 10.25 *- Whitney Holding Corporation Retirement Restoration Plan as amended
and restated effective January 1, 2008 (filed as Exhibit 10.18 to the Companys annual
report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and
incorporated by reference).Exhibit 10.26 *- Amendment to the Companys Retirement Restoration Plan (filed as
Exhibit 10.2 to the Companys quarterly report on Form 10-Q for the quarter ended June 30,
2009 (Commission file number 0-1026) and incorporated by reference).
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Exhibit 10.27 *- Whitney Holding Corporation Executive Incentive Compensation Plan
as amended and restated effective as of January 1, 2008 (filed as Exhibit 10.19 to the
Companys annual report on Form 10-K for the year ended December 31, 2007 (Commission file
number 0-1026) and incorporated by reference).Exhibit 10.28 *- Whitney Holding Corporation Deferred Compensation Plan as amended
and restated effective as of January 1, 2008 (filed as Exhibit 10.20 to the Companys annual
report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and
incorporated by reference).Exhibit 10.29  Letter Agreement, dated December 19, 2008, including the Securities
Purchase Agreement, by and between the Company and the United States Department of the
Treasury (filed as Exhibit 10.1 to the Companys current report on Form 8-K filed on
December 23, 2008 (Commission file number 0-1026) and incorporated by reference).Exhibit 12  Statement regarding computation of earnings to fixed chargesExhibit 21  Subsidiaries
  Exhibit 23  Consent of PricewaterhouseCoopers LLP dated March 1, 2010.Exhibit 31.1  Certification of the Companys Chief Executive Officer pursuant to
Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.Exhibit 31.2  Certification of the Companys Chief Financial Officer pursuant to
Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.Exhibit 32  Certification by the Companys Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.Exhibit 99.1  Certification of Principal Executive Officer pursuant to 31 C.F.R.
Section 30.15.Exhibit 99.2  Certification of Principal Financial Officer pursuant to 31 C.F.R.
Section 30.15.
 
 *
    
    Management contract or compensatory plan or arrangement.**
    
    Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of
certain holders of long-term debt are not filed. The Company will furnish copies thereof to the
SEC upon request. To obtain a copy of any listed exhibit send your request to the address below. The copy will
be furnished upon payment of a fee.
 Mrs. Shirley Fremin, Manager
Investor Relations
Whitney Holding Corporation
P. O. Box 61260
New Orleans, LA 70161-1260
(504) 586-3627 or toll free (800) 347-7272, ext. 3627
E-mail: investor.relations@whitneybank.com
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SIGNATURES
  WHITNEY HOLDING CORPORATION

         
                  (Registrant)By:
    /s/ John C. Hope, IIIJohn C. Hope, IIIChairman of the Board and
Chief Executive Officer 
  Signature
    
    Title
    
    Date/s/ John C. Hope, III
    
    Chairman of the Board,
    
    March 1, 2010John C. Hope, III
    
    Chief Executive Officer and Director/s/ John M. Turner, Jr.
    
    President and Director
    
    March 1, 2010John M. Turner, Jr./s/ Thomas L. Callicutt, Jr.
    
    Senior Executive Vice President and
    
    March 1, 2010Thomas L. Callicutt, Jr.
    
    Chief Financial Officer
(Principal Accounting Officer)/s/ A. R. Blossman, Jr.
    
    Director
    
    March 1, 2010A. R. Blossman, Jr./s/ Angus R. Cooper II
    
    Director
    
    March 1, 2010Angus R. Cooper II/s/ Richard B. Crowell
    
    Director
    
    March 1, 2010Richard B. Crowell/s/ Hardy B. Fowler
    
    Director
    
    March 1, 2010Hardy B. Fowler/s/ Terence E. Hall
    
    Director
    
    March 1, 2010Terence E. Hall
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Signature
    
    Title
    
    Date/s/ William A. Hines
    
    Director
    
    March 1, 2010William A. Hines/s/ Alfred S. Lippman
    
    Director
    
    March 1, 2010Alfred S. Lippman/s/ Michael L. Lomax
    
    Director
    
    March 1, 2010Michael L. Lomax/s/ R. King Milling
    
    Director
    
    March 1, 2010R. King Milling/s/ Eric J. Nickelsen
    
    Director
    
    March 1, 2010Eric J. Nickelsen/s/ Kathryn M. Sullivan
    
    Director
    
    March 1, 2010Kathryn M. Sullivan/s/ Dean E. Taylor
    
    Director
    
    March 1, 2010Dean E. Taylor/s/ Thomas D. Westfeldt
    
    Director
    
    March 1, 2010Thomas D. Westfeldt
 111