================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

--------------------------------------------------------------------------------

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001        Commission file number 0-1026

                           WHITNEY HOLDING CORPORATION
             (Exact name of registrant as specified in its charter)
             Louisiana                                  72-6017893
    (State of incorporation)               (I.R.S. Employer Identification No. )
                             228 St. Charles Avenue
                          New Orleans, Louisiana 70130
                    (Address of principal executive offices)

                                 (504) 586-7272
               Registrant's telephone number, including area code

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:


                                                  Name of each exchange
      Title of each class                          on which registered
      -------------------                         ---------------------
            None                                          None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                           Common Stock, no par value
                                (Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days:

             Yes    X      No
                  -----       ----

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  X
           ---

As of March 1, 2002,  the  aggregate  market  value of the voting  stock held by
nonaffiliates was approximately $1,146,674,000.

Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.

                     Class                  Outstanding at March 1, 2002
                     -----                  ----------------------------
           Common Stock, no par value              26,471,545

      Documents Incorporated by Reference    Part of 10-K in which incorporated
      ------------------------------------   ----------------------------------
      Proxy Statement dated March 15, 2002               Part III




<PAGE>
<TABLE>
<CAPTION>


                           WHITNEY HOLDING CORPORATION

TABLE OF CONTENTS
                                                                                                              Page

------------------------------------------------------------------------------------------------------------------

PART I
<S>                                                                                                              <C>
     Item 1:      Business                                                                                       3
     Item 2:      Properties                                                                                     5
     Item 3:      Legal Proceedings                                                                              5
     Item 4:      Submission of Matters to a Vote of Security Holders                                            5
     Item 4a:     Executive Officers of the Registrant                                                           5


------------------------------------------------------------------------------------------------------------------

PART II
     Item 5:      Market for the Registrant's Common Stock and Related Stockholder Matters                       6
     Item 6:      Selected Financial Data                                                                        7
     Item 7:      Management's Discussion and Analysis of Financial Condition and Results of Operations          8
     Item 7a:     Quantitative and Qualitative Disclosure about Market Risk                                     27
     Item 8:      Financial Statements and Supplementary Data                                                   28
     Item 9:      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure          59


------------------------------------------------------------------------------------------------------------------

PART III
     Item 10:     Directors and Executive Officers of the Registrant                                            59
     Item 11:     Executive Compensation                                                                        62
     Item 12:     Security Ownership of Certain Beneficial Owners and Management                                62
     Item 13:     Certain Relationships and Related Transactions                                                62


------------------------------------------------------------------------------------------------------------------

PART IV
     Item 14:     Exhibits, Financial Statement Schedules and Reports on Form 8-K                               62

     Signatures                                                                                                 66

</TABLE>
                               Page 2 of 73 Pages
<PAGE>
                                     PART I

Item 1:  BUSINESS

ORGANIZATION AND RECENT DEVELOPMENTS
         Whitney  Holding  Corporation  (the  Company or Whitney) is a Louisiana
bank holding company registered pursuant to the Bank Holding Company Act of 1956
(BHCA).  The Company began  operations in 1962 as the parent of Whitney National
Bank,  which has been in  continuous  operation  in the greater New Orleans area
since 1883.  Beginning in 1995 the Company has at times operated as a multi-bank
holding  company,  having  established  new entities in connection with business
acquisitions.  With changes in interstate  banking laws,  the Company has merged
all  banking  operations  into  Whitney  National  Bank and  intends to continue
merging the  operations of future  acquisitions  at the earliest  possible date.
Throughout  this annual  report,  references  to the "Bank"  will cover  Whitney
National Bank and all former subsidiary banks.
         In  October  2001,  Whitney  purchased Redstone Financial, Inc. and its
subsidiary bank, Northwest Bank, N. A., located in Houston,  Texas. This was the
Company's third bank acquisition in the Houston metropolitan area. Whitney first
entered this market by purchasing  Bank of Houston in February 2000 and expanded
its presence in January 2001 when it completed a share  exchange  with  American
Bank.  In January  2001,  the Company  also completed a merger  with  Prattville
Financial  Services   Corporation,   whose  principal  subsidiary  was  Bank  of
Prattville.  Bank of Prattville operated in the metropolitan area of Montgomery,
Alabama.
         The  Company also owns Whitney Community Development Corporation, which
is authorized to make equity and debt  investments in  corporations  or projects
whose  activities  promote  community  welfare.  Such  activities  could include
providing  housing,  services or jobs for  residents of areas with mainly low or
moderate incomes and supporting small businesses that service such areas. In the
third quarter of 1999,  the Bank formed  Whitney  Securities,  L.L.C.,  a wholly
owned subsidiary that began operations as a broker-dealer in securities on March
1, 2000.

NATURE OF BUSINESS AND MARKETS
         The  Company, through the Bank, engages in community banking, serving a
market  area that  covers the  five-state  Gulf  Coast  region  stretching  from
Houston, Texas, across southern Louisiana and the coastal region of Mississippi,
to central and south  Alabama,  and into the western  panhandle of Florida.  The
Bank serves commercial, small business and retail customers,  offering a variety
of  transaction  and savings  deposit  products  and cash  management  services,
secured and unsecured loan products,  including revolving credit facilities, and
commercial  transaction  financing.  The Bank also provides trust and investment
management  services to retirement benefit plans,  corporations and individuals,
and, through Whitney Securities,  L.L.C.,  offers investment  brokerage services
and annuity products. In addition,  the Bank maintains a foreign branch on Grand
Cayman in the British West Indies.

THE SUBSIDIARY BANK
         All  material  funds  of the Company are invested in the Bank. The Bank
has a large number of customer  relationships  that have been  developed  over a
period of many years.  The loss of any single  customer or a few customers would
not have a  material  adverse  effect on the Bank or the  Company.  The Bank has
customers in a number of foreign  countries,  but the revenue derived from these
foreign customers is not a material portion of its overall revenues.

COMPETITION
         There is significant competition within the financial services industry
in general as well as with respect to the particular financial services provided
by the Company and the Bank. Within its market,  the Bank competes directly with
major banking  institutions of comparable or larger size and resources,  as well
as with various other smaller banking organizations.  The Bank also has numerous
local and national "nonbank"  competitors,  including savings and loans,  credit
unions,   mortgage   companies,   personal  and  commercial  finance  companies,
investment  brokerage and financial  advisory firms,  and registered  investment
companies.
         Legislative  efforts  to  modernize the financial services industry, as
discussed in the following section on industry  regulation,  may lead to changes
in the organizational  structure of and scope of services provided by certain of
the Company's  competitors.  As these changes  occur,  management  will evaluate
whether they create competitive advantages and develop appropriate responses.

                               Page 3 of 73 Pages
<PAGE>
         The growth  of  electronic communication and commerce over the Internet
influences the Company's competitive  environment in several ways. Entities have
been formed which deliver  financial  services and access to financial  products
and transactions exclusively through the Internet.  Internet-based services have
been  and are  being  developed  that  are  designed  to  enhance  the  value of
traditional  financial  products.  The  Internet  will also  make it easier  for
consumers to obtain  comparative  information  on financial  products  and, over
time, could lead to changes in consumer preferences for financial products.
         Whitney  opened  a  website  in  2000  to provide information about the
Company and market the Bank's  products and services.  The Company  enhanced the
capabilities of the site by adding online banking services in both 2001 and 2000
and plans to add new features in the future. As management  continues to monitor
and  evaluate  the  competitive  challenges  posed  by  the  growing  use of the
Internet,  it will develop responses  appropriate in light of its overall market
strategy.
         For over a decade,  there has been  consolidation  within the financial
services industry, particularly with respect to the banking and savings and loan
segments of this industry.  General  competitive  pressures have driven the most
recent industry  consolidation  activity. All of the Bank's major direct banking
competitors have been relatively active in expansion through acquisition.  Since
early 1994  Whitney  has  acquired  16  separate  banking  operations  involving
approximately  $2.5  billion of assets.  Recently,  the  Company  has focused on
opportunities in the Houston, Texas market,  consistent with its goal of growing
its Houston-area  operations to at least $1 billion over the next several years.
While growth in Houston is Whitney's  primary  focus,  the Company  continues to
seek  opportunities  to  leverage  its  operations  through   acquisitions  that
significantly expand existing market share or provide access to new parts of its
market area with  attractive  economic  fundamentals.  The overall  trend toward
industry consolidation is expected to continue in the near term.

INDUSTRY REGULATION AND INFLUENCE OF GOVERMENTAL AGENCIES
         The  participants  in the  financial  services  industry are subject to
varying degrees of regulation and governmental  supervision.  The current system
of laws and  regulations  will likely  change over time and will  influence  the
competitive  positions  of the  participants.  Whether  these  changes  will  be
favorable or unfavorable to the Company and the Bank cannot be predicted.
         The banking  industry is extensively  regulated  under both federal and
state law. The regulation and ongoing  supervision of bank holding companies and
their subsidiaries is intended  primarily for the protection of depositors,  the
deposit insurance funds of the Federal Deposit Insurance  Corporation (FDIC) and
the  banking  system  as a  whole,  and not for the  protection  of the  holding
company's  shareholders and creditors.  The Bank has been assessed at relatively
low rates for deposit  insurance  premiums in recent years,  reflecting both the
level of the deposit  insurance  funds in  relation  to required  levels and the
favorable  overall  risk rating  assigned to the Bank by its primary  regulator.
Growth in insured deposits and higher  estimates of potential  insured losses by
the FDIC have lowered the ratio of deposit  insurance funds to insured  deposits
and increased the likelihood that premium rates will go up. Certain  legislative
proposals  related to deposit  insurance  reform have included  provisions  that
would  substantially  increase  the cost of  deposit  insurance.  The  Company's
management  is unable to predict if or when deposit  insurance  premiums will be
increased or to what extent.
         The Company is subject to regulation  under the BHCA and to supervision
by the Board of  Governors of the Federal  Reserve  System  (FRB).  Bank holding
companies must seek the FRB's approval for all bank  acquisitions and must limit
their activities to those permitted under the BHCA,  including the modifications
to the BHCA brought about by the enactment of the  Gramm-Leach-Bliley  Act (GLB)
of 1999.  GLB  attempts  in many ways to  modernize  the  framework  of the U.S.
financial services industry. Among other provisions,  it allows for the creation
of a financial  holding company that is authorized to engage in underwriting and
selling  insurance  and  securities,  to conduct  both  commercial  and merchant
banking,  to  invest  in  and  develop  real  estate  and  to  engage  in  other
complementary  activities.  Whitney  currently  has  no  plans  to  apply  for a
financial holding company charter.
         The  Office of the  Comptroller  of the  Currency  (OCC) is the  Bank's
primary regulator and provides ongoing supervision through regular  examinations
and other means. Bank supervision focuses on evaluating  management's ability to
identify,  assess and control risk in all areas of bank operations in a safe and
sound manner.  Regulators have a wide range of enforcement  actions available to
deal with  institutions  with  unacceptable  levels of risk. These actions could
have a material impact on a bank's financial results and could impose additional
limits on a bank's ability to pay dividends to its holding  company.  Regulators
are also charged with  monitoring  compliance  with other laws and  regulations,
such as those  designed to encourage  banks to meet the needs of all segments of
their  service  areas.  Regulatory  agencies  consider  compliance  ratings when
deciding,  for  example,  whether to approve an  acquisition  by the bank or its
holding company.

                               Page 4 of 73 Pages
<PAGE>
         The  monetary  and fiscal  policies of the FRB also have a  significant
impact on the banking industry. In its effort to restrain inflationary growth or
moderate  recessions,  the FRB uses various  tools to influence the money supply
and interest rates.  These actions attempt to regulate the  availability of bank
credit and affect asset yields and costs of funds.

EMPLOYEES
         At the end of 2001,  the Company and the Bank employed a total of 2,406
employees.  Whitney  affords  its  employees  a variety of  competitive  benefit
programs including  retirement plans and group health,  life and other insurance
programs.  The Company also supports training and educational  programs designed
to ensure that  employees  have the types and levels of skills needed to perform
at their best in their current  positions and to help them prepare for positions
of increasing responsibility.

Item 2:  PROPERTIES

         The  Company  owns  no  real  estate  in its own  name.  The  Company's
executive  offices  are  located in  downtown  New  Orleans  in the main  office
facility  owned by  Whitney  National  Bank.  The Bank  makes  portions  of this
facility  and certain  other  facilities  in  Louisiana,  Mississippi  and Texas
available for lease to third parties,  although such incidental leasing activity
is not  material  to  Whitney's  overall  operations.  The  Bank  owns  outright
approximately  75% of its active  banking  facilities,  which total close to 130
locations.  The remaining branch facilities are subject to leases, each of which
management   considers  to  be  reasonable  and  appropriate  to  its  location.
Management ensures that all properties,  whether owned or leased, are maintained
in suitable  condition.  Management also evaluates its banking  facilities on an
ongoing basis to identify possible  under-utilization  and to determine the need
for functional improvements, relocations or possible sales.
         The Bank holds a variety of  property  interests  acquired  through the
years in  settlement of loans.  Reference is made to Note 7 to the  consolidated
financial statements included in Item 8 herein for further information regarding
such property interests.

Item 3:  LEGAL PROCEEDINGS

         There are no pending legal  proceedings,  other than routine litigation
incidental to the business,  to which the Company or its subsidiaries is a party
or to which any of their property is subject.

Item 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None.

Item 4a: EXECUTIVE OFFICERS OF THE REGISTRANT

         Incorporated by reference to Item 10 of this Form 10-K, page 59.


                               Page 5 of 73 Pages
<PAGE>
                                     PART II

Item 5: MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

         a)         The Company's stock is traded over-the-counter on The Nasdaq
           Stock Market and  is  reported  under the symbol WTNY. The Summary of
           Quarterly Financial Information appearing in Item 8 of this Form 10-K
           and  located  on  page  58  shows  the range of closing prices of the
           Company's  stock  for  each  calendar  quarter  of  2001 and 2000  as
           reported on The Nasdaq Stock Market, and is incorporated by reference
           herein.
                     The Company  has  declared  a  3-for-2  split of its common
           stock payable on April 9, 2002 to shareholders of record on March 20,
           2002. Share and per share figures in this annual report on  Form 10-K
           have not been adjusted to reflect this split.

         b)          The approximate  number  of  shareholders of  record of the
           Company, as of March 1, 2002, was as follows:

                      Title of Class              Shareholders of Record
                      --------------------------  ----------------------
                      Common Stock, no par value          5,715

         c)          Dividends  declared  by  the  Company  are discussed in the
           Summary  of  Quarterly  Financial  Information appearing in Item 8 of
           this  Form  10-K  and  located  on  page 58, which is incorporated by
           reference herein.


                               Page 6 of 73 Pages
<PAGE>
<TABLE>
<CAPTION>
Item 6:  SELECTED FINANCIAL DATA
                                      WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                                                                                 Years Ended December 31
------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                     2001          2000         1999         1998          1997
------------------------------------------------------------------------------------------------------------------------------
YEAR-END BALANCE SHEET DATA
<S>                                                           <C>          <C>          <C>           <C>          <C>
  Total assets                                                $7,243,650   $6,650,265   $5,868,028    $5,627,153   $5,146,722
  Earning assets                                               6,681,786    6,078,951    5,362,819     5,151,564    4,694,474
  Loans                                                        4,554,538    4,601,492    3,928,414     3,515,969    3,068,352
  Investment in securities                                     1,632,340    1,462,189    1,387,016     1,436,684    1,563,865
  Deposits                                                     5,950,160    5,332,474    4,666,375     4,607,638    4,239,088
  Shareholders' equity                                           717,888      665,764      596,204       599,777      561,479
------------------------------------------------------------------------------------------------------------------------------
AVERAGE BALANCE SHEET DATA
  Total assets                                                $6,831,564   $6,282,044   $5,638,980    $5,222,628   $4,960,536
  Earning assets                                               6,303,445    5,771,256    5,163,140     4,771,433    4,536,620
  Loans                                                        4,515,740    4,235,562    3,616,247     3,185,988    2,799,781
  Investment in securities                                     1,525,254    1,478,609    1,466,061     1,397,271    1,656,221
  Deposits                                                     5,548,556    4,927,214    4,540,887     4,234,796    3,957,660
  Shareholders' equity                                           698,099      622,814      600,012       587,511      537,931
------------------------------------------------------------------------------------------------------------------------------
INCOME STATEMENT DATA
  Interest income                                               $441,145     $452,261     $378,493      $363,568     $350,156
  Interest expense                                               161,349      185,181      135,433       134,242      132,385
  Net interest income                                            279,796      267,080      243,060       229,326      217,771
  Net interest income (TE)                                       285,161      273,176      249,407       234,782      223,037
  Provision for possible loan losses                              19,500       12,690        6,470           709       (1,358)
  Non-interest income, excluding securities transactions
       and merger-related items                                   89,957       74,270       68,885        60,890       55,319
  Securities transactions                                            165          850          (32)          841         (135)
  Noninterest expense, excluding merger-related items            232,918      222,077      207,753       201,499      179,917
  Merger-related items (net expense)                               5,099        1,102            -         6,149        3,397
  Net income                                                      75,820       72,842       67,326        57,125       61,330
  Net income before tax-effected merger-related items             78,350       73,558       67,326        61,683       63,857
------------------------------------------------------------------------------------------------------------------------------
KEY RATIOS
  Return on average assets                                          1.11%        1.16%        1.19%         1.09%        1.24%
  Return on average assets before
       tax-effected merger-related items                            1.15         1.17         1.19          1.18         1.29
  Return on average shareholders' equity                           10.86        11.70        11.22          9.72        11.40
  Return on average shareholders' equity before
       tax-effected merger-related items                           11.22        11.81        11.22         10.50        11.87
  Net interest margin                                               4.52         4.73         4.83          4.92         4.92
  Average loans to average deposits                                81.39        85.96        79.64         75.23        70.74
  Efficiency ratio before merger-related items                     62.09        63.92        65.27         68.15        64.64
  Reserve for possible loan losses to loans                         1.57         1.33         1.21          1.23         1.55
  Nonperforming assets to loans plus foreclosed and
       surplus property                                              .76          .54          .45           .48          .53
  Average shareholders' equity to average assets                   10.22         9.91        10.64         11.25        10.84
  Shareholders' equity to total assets                              9.91        10.01        10.16         10.66        10.91
  Leverage ratio                                                    8.72         8.93        10.01         10.33        10.79
------------------------------------------------------------------------------------------------------------------------------
COMMON SHARE DATA
  Earnings Per Share
      Basic                                                        $2.88        $2.84        $2.60         $2.18        $2.37
      Basic before tax-effected merger-related items                2.97         2.87         2.60          2.36         2.47
      Diluted                                                       2.85         2.83         2.59          2.17         2.35
      Diluted before tax-effected merger-related items              2.95         2.86         2.59          2.34         2.45
  Dividends
      Cash dividends per share                                     $1.54        $1.44        $1.32         $1.20        $1.12
      Dividend payout ratio                                        53.81%       50.04%       48.76%        52.34%       43.20%
  Book Value Per Share                                            $27.15       $25.38       $23.43        $22.83       $21.60
  Trading Data
      High stock price                                            $48.84       $41.69       $41.75        $63.38       $59.75
      Low stock price                                              36.00        31.50        32.19         35.75        34.75
      Closing stock price                                          43.85        36.31        37.06         37.50        57.00
      Trading volume                                           9,310,232    7,044,391    9,370,446     6,574,200    5,582,668
  Average Shares Outstanding
      Basic                                                   26,367,149   25,650,656   25,888,798    26,158,585   25,900,300
      Diluted                                                 26,557,365   25,712,466   25,966,232    26,374,770   26,111,301
------------------------------------------------------------------------------------------------------------------------------

</TABLE>
                               Page 7 of 73 Pages
<PAGE>
Item 7:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The purpose of this  discussion and analysis is to focus on significant
changes in the  financial  condition  of  Whitney  Holding  Corporation  and its
subsidiaries  (the Company or Whitney) and on their results of operations during
2001, 2000 and 1999.  Virtually 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 in Item 8. Certain  financial  information in prior
years has been reclassified to conform to the current year's presentation.

OVERVIEW
         Whitney  made three  business  acquisitions  in 2001 and two in 2000 as
detailed in Note 3, incurring  conversion and other merger  expenses  related to
the acquisitions in each of these years and recognizing a merger-related gain in
2001. Table 1 compares net income,  earnings per share, return on average assets
and return on average  shareholders' equity for 2001, 2000 and 1999, showing the
effect of these merger-related items.

<TABLE>
<CAPTION>
TABLE 1.  EFFECTS OF MERGER-RELATED ITEMS
-------------------------------------------------------------------------------------------------------------------------
                                                                                         Years Ended December 31
-------------------------------------------------------------------------------------------------------------------------
(dollars in millions, except per share data)                                              2001         2000         1999
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>          <C>          <C>
Earnings before tax-effected merger-related items                                        $78.4        $73.6        $67.3
Tax-effected merger-related items                                                         (2.6)         (.8)           -
-------------------------------------------------------------------------------------------------------------------------
Net income                                                                               $75.8        $72.8        $67.3
-------------------------------------------------------------------------------------------------------------------------
Basic earnings per share before tax-effected merger-related items                        $2.97        $2.87        $2.60
Effect of tax-effected merger-related items                                               (.09)        (.03)           -
-------------------------------------------------------------------------------------------------------------------------
Basic earnings per share                                                                 $2.88        $2.84        $2.60
-------------------------------------------------------------------------------------------------------------------------
Return on average assets before tax-effected merger-related items                         1.15%        1.17%        1.19%
Effect of tax-effected merger-related items                                               (.04)        (.01)           -
-------------------------------------------------------------------------------------------------------------------------
Return on average assets                                                                  1.11%        1.16%        1.19%
-------------------------------------------------------------------------------------------------------------------------
Return on average shareholders' equity before tax-effected merger-related items          11.22%       11.81%       11.22%
Effect of tax-effected merger-related items                                               (.36)        (.11)           -
-------------------------------------------------------------------------------------------------------------------------
Return on average shareholders' equity                                                   10.86%       11.70%       11.22%
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

         The Company earned $2.97 per share, or $78.4 million, for 2001,
excluding tax-effected merger-related items. This is a 3% increase over the
$2.87 per share, or $73.6 million, earned for 2000. The key components of 2001's
earnings performance follow:

     o        Net interest income, on a taxable-equivalent (TE) basis, increased
              4%, or $12.0 million, from 2000.  Whitney  was and continues to be
              moderately asset sensitive, which implies it would experience some
              compression  in  its  net  interest  margin  in  a  declining rate
              environment,  holding  other  factors constant.  Short-term market
              rates  declined  sharply  during 2001, and  Whitney's net interest
              margin (TE) of 4.52% was 21 basis points below the margin in 2000.
              The  mix  of  funding  sources  has  been favorably impacted by an
              increase  in  overall  liquidity during  2001; however, the mix of
              earning  assets  has  trended  toward  investment  vehicles with a
              smaller  spread  to the cost of funds because of a slowing in loan
              demand.
     o        Noninterest income, excluding securities transactions, grew 23% in
              2001,  or  $16.8  million,  including  a  merger-related  gain  of
              approximately  $1.1 million.  Service charges on deposit  accounts
              increased  16%,  or  $5.0  million, and  secondary mortgage market
              operations generated a $5.5 million increase in fee income. At the
              end  of  the  third  quarter  of  2001, Whitney  recognized a $3.6
              million  gain when it sold its merchant processing agreements to a
              firm  that  specializes in this business, retaining an interest in
              the  net  revenues  produced  through  an alliance formed with the
              specialist. This move lowered fourth quarter noninterest income by
              approximately  $2.2  million  and  noninterest   expense   by $2.1
              million.
     o        Noninterest expense, excluding merger-related costs,   increased a
              moderate 5%, or $10.8 million,

                               Page 8 of 73 Pages
<PAGE>

              between 2000 and 2001, including an increase  of  $1.4  million in
              purchased   intangibles   amortization  related  to  acquisitions.
              Adjusting  for  the  impact  of  the  merchant  business sale, the
              increase in noninterest expense would have been approximately  6%,
              or $12.9 million. Ongoing expense control efforts and savings from
              system  integration  activities  have  helped  offset  growth   in
              noninterest expense from purchased operations.
     o        The  Company  provided  $19.5  million for possible loan losses in
              2001  compared  to  $12.7 million in 2000.  As the economy entered
              into a recession in 2001 and experienced the initial repercussions
              of  the  September  terrorist  attacks,  customer  credit    risks
              increased throughout most of the banking industry. This was   also
              the case for Whitney. Net charge-offs increased to $9.4 million in
              2001 from $1.6 million in 2000, and nonperforming assets were .76%
              of loans plus foreclosed assets and surplus bank   property at the
              end  of  2001  compared to .54% a year earlier.  Whitney's overall
              credit quality picture, however, continued to compare favorably to
              industry statistics.
         Per share earnings of $2.87 in 2000 before tax-effected  merger-related
items were 10% higher than the $2.60 per share earned in 1999. The $73.6 million
earned in 2000 before  merger  items was $6.3  million  above the $67.3  million
earned in 1999.  Growth in net  interest  income (TE) of 10%, or $23.8  million,
reflected a 17% increase in loans in 2000 and a healthy net interest margin that
showed only limited  compression  as a result of the greater use of  higher-cost
sources of funds to support earning asset growth.  Noninterest income, excluding
securities  transactions,  grew  8%,  or $5.4  million.  Important  factors,  in
addition to expansion into the Houston, Texas market in early 2000, included the
positive  impact of Whitney  Securities'  first full year of operations  and the
growth in fees from  merchant  processing  and credit and debit card activity on
increased   transaction  volumes  and  strategic   adjustments  to  service  fee
schedules. Noninterest expense, excluding merger-related costs, increased 7%, or
$14.3 million, between 1999 and 2000, with much of this increase attributable to
the Houston  expansion  and other bank  operations  acquired in 2000,  including
purchased intangibles amortization of $2.5 million.  Excluding these operations,
noninterest  expense increased less than 3% in 2000. Expense control efforts had
a favorable  impact on the growth rate of several  major expense  categories.  A
moderate increase in the risk profile of the loan portfolio, coupled with strong
loan growth,  were the major  factors  behind the $6.2  million  increase in the
provision for possible loan losses in 2000.

FORWARD-LOOKING STATEMENTS
         This  discussion  contains  forward-looking  statements as that term is
defined by the Private Securities Litigation Reform Act of 1995. Such statements
include,  but may not be limited to, comments about the sensitivity of Whitney's
net interest  margin to changing  market  interest rate  environments,  comments
regarding  the expected  growth rate of the loan  portfolio,  statements  of the
results  of net  interest  income  simulations  run by the  Company  to  measure
interest rate  sensitivity,  and comments about possible  future  benefits to be
derived from  Whitney's  recently  formed  alliance to provide  credit card sale
processing services to its merchant customers.  Factors that could affect actual
results and  potential  benefits  include the actual timing and extent of future
interest  rate  movements,  trends in  Whitney's  earning  assets and sources of
funds,   the  level  of  success  of   asset/liability   management   strategies
implemented,  trends in credit card sale  activity in Whitney's  market area and
the  success  of  ongoing  customer  development  and  retention  efforts by the
alliance.  In making  forward-looking  statement,  management makes  assumptions
about these and other factors.  Other  important  factors  include,  but are not
limited to, the  economic  strength  and the  performance  of the  economies  in
Whitney's market area, actions that may be taken by the Federal Reserve Board to
influence interest rates in response to changing economic conditions, changes in
laws and regulations  affecting the activities of the banking industry and other
financial  service  providers,  the nature and level of  competition,  trends in
customer  behavior and  preferences,  and the  Company's  ability to execute its
plans to respond effectively.
         Because it is  uncertain  whether  future  conditions  and events  will
confirm the Company's assumptions, there is a risk that Whitney's future results
will differ materially from what is stated in or implied by such forward-looking
statements.  The  Company  cautions  readers  to  consider  this  risk.  Whitney
undertakes  no obligation to update any  forward-looking  statement  included in
this  discussion,  whether  as a result  of new  information,  future  events or
developments, or for any other reason.

                               Page 9 of 73 Pages
<PAGE>
LOANS AND RESERVE FOR POSSIBLE LOAN LOSSES
         The rate of  portfolio  lending  slowed  in 2001,  reflecting  economic
conditions and market uncertainty.  Average loans increased 7%, or $280 million,
in 2001  compared  to growth in 2000 of 17%, or $619  million.  Total loans were
little  changed  between  the end of 2000 and 2001.  Table 2,  which is based on
regulatory  reporting codes, shows loan balances at December 31, 2001 and at the
end of the previous four years.

<TABLE>
<CAPTION>
TABLE 2.  LOANS OUTSTANDING BY TYPE
---------------------------------------------------------------------------------------------------------------------------
                                                                                 December 31
---------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                      2001           2000          1999           1998          1997
---------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>           <C>            <C>           <C>
Commercial, financial and agricultural loans          $1,852,497     $1,815,205    $1,564,903     $1,404,003    $1,270,962
Real estate loans - commercial and other               1,576,817      1,544,390     1,318,130      1,123,309       903,741
Real estate loans - retail mortgage                      820,808        888,699       726,765        667,089       574,795
Loans to individuals                                     304,416        353,198       318,616        321,568       318,854
---------------------------------------------------------------------------------------------------------------------------
     Total loans                                      $4,554,538     $4,601,492    $3,928,414     $3,515,969    $3,068,352
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

         Commercial loans,  including those secured by real property,  increased
approximately  $250  million,  or 8%, on average  in 2001,  but were up only $70
million, or 2%, between year-end 2000 and 2001.  Commercial real estate lending,
which  encompasses  loans secured by properties used in commercial or industrial
operations,  increased $97 million, or 7%, on average,  but only $32 million, or
2%, from the prior year end. The year over year increase in 2000 was 17%. Growth
in this  portfolio  category  in 2001  has  been  limited,  as  anticipated,  by
developers taking advantage of permanent financing  opportunities in a favorable
rate  environment  and a moderating pace of new project  development.  In recent
years,  growth  came  from  a  variety  of  sources,   including  apartment  and
condominium projects largely in the eastern Gulf Coast region, and retail, small
office and industrial and commercial  facilities throughout the Company's market
area.  Loans for hotel  projects  were  stable  during  both 2001 and 2000 after
growing  rapidly in  previous  years with new  construction  spurred by a strong
convention  and tourism  industry in the New Orleans  metropolitan  area.  Hotel
loans were approximately 11% of total commercial real estate loans at the end of
both  2001  and  2000.  In  the  current  economic  environment,   a  return  to
significantly  faster growth in the commercial real estate  portfolio in 2002 is
not anticipated.
         Commercial loans other than those secured by real property increased on
average by $153  million,  or 9%, in 2001,  but were 2%, or $37 million,  higher
than year-end 2000. This followed a $250 million,  or 16%, increase in 2000 from
the end of 1999.  Most  portfolio  sectors were  relatively  stable during 2001,
although there was some  noticeable  growth in loans to customers in the oil and
gas and  maritime  industries.  Also  included  in this  category  are  loans to
individuals,  generally  secured by collateral other than real estate,  that are
used to fund investments in new or expanded  business  opportunities.  Increased
economic  uncertainty  and  reduced  opportunities  led to a  decrease  in  such
investment loans in 2001 after two years of rapid growth. Overall, the portfolio
remained  well-diversified.  Participations  in syndicated  commercial  loans at
December 31, 2001,  totaled  approximately  $200 million,  including $80 million
related to the oil and gas industry and $40 million to the gaming industry.  All
of these loans are with  customers  operating in  Whitney's  market area and are
subject to standard underwriting criteria. The rate of commercial loan growth in
2002 will depend mainly on the economic  fundamentals  of the  Company's  market
area as well as on its  ability to develop  customers  in the newer parts of its
market and take advantage of competitive  circumstances  to attract new business
in its established market.
         Loans to customers  related to the oil and gas industry  increased  $20
million in 2001 from the end of the previous  year after a $30 million  increase
in 2000.  Whitney's  customer  base mainly  provides  services  and  products to
support  exploration  and  production  activities.  An improvement in underlying
commodity prices helped maintain active  production  levels through much of 2001
and began to stimulate  new  exploration  and  development  activity.  Commodity
prices turned lower toward the latter part of 2001 in reaction to slowing global
demand for energy, and production  activity has been reduced.  The commitment to
new  exploration  and  development  is  impacted  more by changes in longer term
expectations  about  demand and prices.  The level of activity in this  industry
continues to have an important  impact on the  economies of certain  portions of
Whitney's market area,  particularly southern Louisiana and Houston. At December
31,  2001,  outstanding  loans to oil and gas  industry  customers  totaled $301
million, or approximately 7% of total loans.


                              Page 10 of 73 Pages
<PAGE>
         Retail loans,  including both retail  mortgage loans and other loans to
individuals,  increased  $30  million  on average in 2001,  but  decreased  $117
million,  or 9%, from the end of 2000. With the shift late in 2000 to a strategy
of  selling  substantially  all  residential  mortgage  loan  production  in the
secondary  market,  retail mortgage loans decreased $68 million,  or 8%, in 2001
from year-end 2000.  This category had grown $162 million,  or 22%, in 2000. The
major factor  behind the increase in 2000 was the growth in the  origination  of
adjustable-rate  mortgage loan  products,  which then were being retained in the
portfolio, particularly as market rates rose in the second half of 1999 and into
2000.  Whitney  continued to promote its fixed-term  home equity loan product in
2001. Such loans increased $10 million, or 6%, in 2001, after an increase of $53
million,  or 42%, in 2000.  This product  offers  customers the  opportunity  to
leverage  increased  home  values and equity to obtain  tax-advantaged  consumer
financing.
         Loans to individuals  include various  consumer  installment and credit
line loan  products  other than retail  mortgage loan  products.  In early 2001,
management decided to also begin selling student loan production at the earliest
possible  date  rather than  holding  such loans  through the student  deferment
period.  The  Company  sold $40  million of  qualifying  student  loans from the
existing portfolio in January 2001. Including the impact of this decision, loans
to individuals decreased $49 million, or 14%, in 2001. The increase in 2000 over
1999  resulted  mainly from loans with  customers of acquired  bank  operations.
Whitney's  exit from one segment of this market in 1999 and consumer  preference
for  tax-advantaged  home equity  financing  continued to impede  growth in this
category during 2000 and 2001.
         Table 3 reflects contractual loan maturities,  unadjusted for scheduled
principal  reductions,  prepayments or repricing  opportunities.  Loans held for
sale are included with maturities of one year or less.  Retail  mortgages in the
sale pipeline totaled $60 million at December 31, 2001, and loans to individuals
held for sale totaled $17 million.  Approximately 78% of the value of loans with
a maturity greater than one year bears a fixed rate of interest.

<TABLE>
<CAPTION>
TABLE 3.  LOAN MATURITIES BY TYPE
---------------------------------------------------------------------------------------------------------------------------
                                                                                 December 31, 2001
---------------------------------------------------------------------------------------------------------------------------
                                                                One year      One through       More than
(dollars in thousands)                                           or less       five years      five years            Total
---------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>              <C>            <C>
Commercial, financial and agricultural loans                  $1,201,844       $  580,101       $  70,552       $1,852,497
Real estate loans- commercial and other                          435,559          935,614         205,644        1,576,817
Real estate loans - retail mortgage                              124,449          206,680         489,679          820,808
Loans to individuals                                             151,179          144,131           9,106          304,416
---------------------------------------------------------------------------------------------------------------------------
   Total                                                      $1,913,031       $1,866,526        $774,981       $4,554,538
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
                              Page 11 of 73 Pages

<PAGE>



         Each loan carries a degree of credit risk.  Management's  evaluation of
this risk is ultimately  reflected in the Company's financial  statements by the
level of the reserve  for  possible  loan  losses,  and changes in this  ongoing
evaluation  over time are reflected in the provision for loan losses  charged to
operating expense.
         At December  31, 2001,  the reserve for possible  loan losses was $71.6
million,  or 1.57% of total loans,  compared to $61.0 million, or 1.33% of total
loans at the end of 2000. Table 4 shows the activity in the reserve for possible
loan losses over the past five years.  The allocation of the reserve is included
in Table 5.
<TABLE>
<CAPTION>

TABLE 4.  SUMMARY OF ACTIVITY IN THE RESERVE FOR POSSIBLE LOAN LOSSES
--------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                       2001         2000         1999         1998         1997
-------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>          <C>          <C>          <C>          <C>
Balance at the beginning of year                            $61,017      $47,543      $43,187      $47,549      $46,845
Reserves acquired in bank purchases                           1,196        2,388            -            -            -
Reserves on loans transferred to held for sale                 (651)           -            -            -            -
Provision for possible loan losses
   charged (credited) to operations                          19,500       12,690        6,470          709       (1,358)
Loans charged to the reserve
   Commercial, financial and agricultural                   (11,678)      (4,244)      (5,673)      (6,688)      (6,271)
   Real estate (primarily commercial)                          (804)      (1,581)      (1,378)        (544)      (1,052)
   Loans to individuals                                      (3,020)      (2,656)      (2,991)      (6,492)      (3,057)
-------------------------------------------------------------------------------------------------------------------------
      Total                                                 (15,502)      (8,481)     (10,042)     (13,724)     (10,380)
-------------------------------------------------------------------------------------------------------------------------
Recoveries of loans previously charged off
   Commercial, financial and agricultural                     3,130        2,679        4,408        4,054        6,531
   Real estate (primarily commercial)                         1,313        2,454        1,313        2,714        3,472
   Loans to individuals                                       1,630        1,744        2,207        1,885        2,439
-------------------------------------------------------------------------------------------------------------------------
      Total                                                   6,073        6,877        7,928        8,653       12,442
-------------------------------------------------------------------------------------------------------------------------
Net (charge-offs) recoveries                                 (9,429)      (1,604)      (2,114)      (5,071)       2,062
-------------------------------------------------------------------------------------------------------------------------
Balance at the end of year                                  $71,633      $61,017      $47,543      $43,187      $47,549
-------------------------------------------------------------------------------------------------------------------------
Ratios
  Net charge-offs (recoveries) to average loans                 .21%         .04%         .06%         .16%        (.07)%
  Gross charge-offs to average loans                            .34          .20          .28          .43          .37
  Recoveries to gross charge-offs                             39.18        81.09        78.95        63.05       119.87
  Reserve for possible loan losses to loans at end of year     1.57         1.33         1.21         1.23         1.55
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

         In making its risk evaluation and  establishing a reserve level that it
believes is  adequate to absorb  losses  inherent in the  portfolio,  management
considers  various  sources of information.  Some of the more important  sources
include analyses prepared on specific loans reviewed for impairment,  statistics
on  balances  of loans  assigned to  internal  risk  rating  categories  by loan
officers and the Company's  independent  credit review function,  reports on the
composition and repayment  performance of consumer and other loan portfolios not
subject to  individual  risk  ratings,  and factors  developed  through  ongoing
migration  analysis  of  historical  loss  experience.  In addition to this more
objective and quantitative  information,  management's evaluation must take into
consideration  its  assessment of general  economic  conditions  and how current
conditions affect specific segments of borrowers. Management must also come to a
judgment regarding the level of accuracy inherent in the loss reserve estimation
process.  A  formal  reserve  analysis  is  prepared  at  least  quarterly  that
summarizes the results of the  evaluation  process and helps ensure a consistent
process over time.
         In 2001 as in 2000, the credit risk profile of the Company's  customers
increased  moderately,  led by commercial loans not secured by real estate,  but
the  overall  profile  remained  well  within  acceptable  limits  and  compared
favorably  to industry  statistics.  The  increased  risk  profile is evident in
higher levels of nonperforming  loans and loans internally  classified as having
above  normal  credit  risk as  discussed  below.  As  would  be  expected,  the
percentage of the reserve allocated to commercial loans has also increased as is
shown in Table 5. Management's  evaluation of credit risk included an assessment
of what impact the economic repercussions of the terrorist attacks on the United
States could have on the Company's customers. In Whitney's market area, the most
immediate impact was felt by businesses related to the

                              Page 12 of 73 Pages

<PAGE>
convention  and  tourism   industry,   including,   among  others,   hotels  and
restaurants,  and by the  employees  of  these  businesses.  Loan  officers  are
monitoring  the  operations of affected  customers  and their  responses to this
evolving situation.  Management used stress tests to identify credits that would
have the most  difficulty  with debt  service  if there  were to be a  prolonged
downturn more severe than would have been considered in the normal  underwriting
process.  Stress tests were applied to  approximately  $100 million of loans and
commitments  for hotel  financing and $80 million of restaurant  industry loans,
and the results indicated acceptable levels of risk. The lasting impact of these
attacks remains  uncertain,  however,  and this uncertainty along with questions
concerning the depth of the economic slowdown in 2001 are reflected in the level
of unallocated reserves.

<TABLE>
<CAPTION>
TABLE 5.  ALLOCATION OF THE RESERVE FOR POSSIBLE LOAN LOSSES
-------------------------------------------------------------------------------------------------------------------------
                                                                     December 31
-------------------------------------------------------------------------------------------------------------------------
                                   2001               2000              1999               1998              1997
-------------------------------------------------------------------------------------------------------------------------
                                Reserve   Loans   Reserve    Loans   Reserve   Loans   Reserve    Loans   Reserve   Loans
-------------------------------------------------------------------------------------------------------------------------
<S>                              <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>
Commercial, financial and
   agricultural                  50.7%    40.7%     48.2%    39.4%    47.6%    39.8%     39.6%    39.9%    42.4%    41.4%
Real estate - commercial
   and other                     24.8     34.6      28.1     33.6     29.0     33.6      31.7     32.0     29.2     29.5
Real estate - retail mortgage    10.7     18.0      11.5     19.3     14.8     18.5      20.1     19.0     15.2     18.7
Loans to individuals              6.3      6.7       8.1      7.7      8.4      8.1       8.4      9.1      9.1     10.4
Unallocated                       7.5        -       4.1        -       .2        -        .2        -      4.1        -
-------------------------------------------------------------------------------------------------------------------------
Total                           100.0%   100.0%    100.0%   100.0%   100.0%   100.0%    100.0%   100.0%   100.0%   100.0%
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

         Nonperforming assets consist of nonperforming loans,  foreclosed assets
and surplus  banking  property.  Table 6 provides  information on  nonperforming
assets for each year in the five-year  period ended  December 31, 2001.  The $10
million increase in  nonperforming  assets in 2001 to $35 million followed an $8
million  increase  in 2000 and smaller  increases  in 1999 and 1998 from the low
point in recent  years of  approximately  $16 million at the end of 1997.  There
have been no significant  trends related to industries or markets underlying the
changes in nonperforming loans.  Nonperforming assets as a percent of loans plus
foreclosed  assets and surplus banking property  increased to .76% at the end of
2001 from .54% at the end of 2000 and .45% in 1999.
<TABLE>
<CAPTION>

TABLE 6.  NONPERFORMING ASSETS
----------------------------------------------------------------------------------------------------------------------
                                                                            December 31
----------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                  2001           2000          1999          1998          1997
----------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>            <C>           <C>           <C>           <C>
Loans accounted for on a nonaccrual basis            $33,412        $23,579       $13,966       $11,862       $10,437
Restructured loans                                       383            465         1,634         2,660         2,342
----------------------------------------------------------------------------------------------------------------------
   Total nonperforming loans                          33,795         24,044        15,600        14,522        12,779
Foreclosed assets and surplus banking property           991            995         1,909         2,320         3,609
----------------------------------------------------------------------------------------------------------------------
   Total nonperforming assets                        $34,786        $25,039       $17,509       $16,842       $16,388
----------------------------------------------------------------------------------------------------------------------
Loans 90 days past due still accruing                 $6,916         $4,343        $3,020        $5,228        $2,986
----------------------------------------------------------------------------------------------------------------------
Ratios
   Nonperforming assets to loans plus
     foreclosed assets and surplus banking
      property                                           .76%           .54%          .45%          .48%          .53%
   Reserve for possible loan losses to
     nonperforming loans                              211.96         253.77        304.76        297.40        372.09
   Loans 90 days past due still accruing to loans        .15            .09           .08           .15           .10
----------------------------------------------------------------------------------------------------------------------
</TABLE>

         At  December  31, 2001,  loans  internally  classified  as having above
normal  credit  risk  represented   6.5%  of  total  loans.   This  compared  to
approximately  6.2% at December  31,  2000.  The December 31, 2001 total of $299
million was

                              Page 13 of 73 Pages

<PAGE>

$15 million above year-end  2000's total.  The increase  during 2001 was largely
influenced  by  participations  in  credit  facilities  with  two  customers  in
Whitney's  market area that were included in the shared  national  credit review
process  by Federal  banking  regulators.  Loans  warranting  special  attention
because of risk  characteristics that indicate potential weaknesses totaled $153
million at December 31, 2001,  little changed from the prior year end. There was
a $26 million  increase,  to a total of $134  million,  in loans  classified  as
having  well-defined  weaknesses that, if not corrected,  would likely result in
some loss. Loans for which full repayment is doubtful,  however, decreased by $7
million, to a total of $11 million at year-end 2001.

INVESTMENT IN SECURITIES
         Total  investment in securities was $1.63 billion at December 31, 2001,
compared  to $1.46  billion at  year-end  2000.  The  average  total  investment
portfolio  was $1.53  billion in 2001,  compared  to $1.48  billion in 2000,  an
increase of 3%, or $47 million.  Between  these same  periods,  average  federal
funds sold and other short-term  investments increased $205 million,  reflecting
increased  liquidity  from  growth in deposit  funding  sources  during  2001 as
discussed in the following section.
         The  weighted-average  taxable-equivalent  portfolio yield was 5.77% at
December 31, 2001,  a decrease of 51 basis  points from  approximately  6.28% at
December 31, 2000, reflecting mainly lower rates for reinvestment  opportunities
in 2001.  Substantially  all of the securities in the investment  portfolio bear
fixed interest rates.
         Information  about the  contractual  maturity  structure of  investment
securities  at  December  31,  2001 is shown in Table 7. The  carrying  value of
securities  with  explicit call options  totaled $153 million at year-end  2001.
These  call  options  and  the  scheduled  principal  reductions  and  projected
prepayments  on  mortgage-backed  securities  are  not  reflected  in  Table  7.
Including   principal    reductions   on   mortgage-backed    securities,    the
weighted-average  maturity of the overall securities portfolio was approximately
41 months at December 31, 2001, little changed from year-end 2000.

<TABLE>
<CAPTION>
TABLE 7.  DISTRIBUTION OF INVESTMENT MATURITIES
-------------------------------------------------------------------------------------------------------------------------
                                                   December 31, 2001
-------------------------------------------------------------------------------------------------------------------------
                                                 Over one through  Over five through
(dollars in thousands)        One year and less     five years         ten years       Over ten years         Total
-------------------------------------------------------------------------------------------------------------------------
                               Amount    Yield    Amount    Yield    Amount   Yield    Amount    Yield     Amount  Yield
-------------------------------------------------------------------------------------------------------------------------
SECURITIES AVAILABLE FOR SALE
-------------------------------------------------------------------------------------------------------------------------
<S>                          <C>          <C>   <C>          <C>   <C>        <C>    <C>           <C>    <C>       <C>
U. S. agency securities      $113,980     6.29% $311,705     4.96% $ 28,698   5.79%  $      -         -%  $454,383  5.35%
Mortgage-backed securities(a)  10,208     6.12    91,545     6.27   371,692   5.92    356,573      5.87    830,018  5.94
Obligations of states and
  political subdivisions (b)    5,234     6.32    16,724     6.49    13,453   6.80      4,760      6.32     40,171  6.55
U. S. Treasury securities       5,110     2.18    59,132     5.00         -      -          -         -     64,242  4.78
Other debt securities              55     7.25    25,814     4.67       150   6.75          -         -     26,019  4.69
Equity securities(c)                -        -         -        -         -      -     25,694         -     25,694     -
-------------------------------------------------------------------------------------------------------------------------
    Total                    $134,587     6.12% $504,920     5.24% $413,993   5.94%  $387,027     5.88% $1,440,527  5.69%
-------------------------------------------------------------------------------------------------------------------------
SECURITIES HELD TO MATURITY
-------------------------------------------------------------------------------------------------------------------------
U. S. agency securities        $7,402     6.39%  $32,630     5.32% $     -       -%  $      -      -  %    $40,032  5.52%
Obligations of states and
  political subdivisions (b)    9,616     7.15    34,568     6.89   51,313    7.17     25,373     7.22     120,870  7.10
U. S. Treasury securities      20,090     5.59    10,821     5.75        -       -          -        -      30,911  5.65
-------------------------------------------------------------------------------------------------------------------------
    Total                     $37,108     6.15%  $78,019     6.08% $51,313    7.17%   $25,373     7.22%   $191,813  6.54%
-------------------------------------------------------------------------------------------------------------------------
<FN>
(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.
</FN>
</TABLE>

         Effective January 1, 2001, the Company  reclassified  securities with a
carrying value of $528 million,  and an unrealized net loss of $6.4 million,  as
available  for sale in  connection  with the  adoption of Statement of Financial
Accounting Standards No. 133. These securities had previously been classified as
held to maturity. Securities available for

                              Page 14 of 73 Pages
<PAGE>

sale are reported at estimated  fair market  value in the  consolidated  balance
sheets.  The unrealized loss at the effective date of the  reclassification  was
reported net of tax in other comprehensive  income in the first quarter of 2001.
Whitney  continued to classify most of its securities  from states and political
subdivisions, as well as shorter duration. U. S. Treasury and agency securities,
as held to maturity.  During 1999 the Company had begun  building its investment
in securities classified as available for sale, primarily as a means to increase
liquidity  management  flexibility.  With the  reclassification  in  2001,  such
securities  constituted  88% of the total  investment  portfolio at December 31,
2001. The net unrealized gain on available for sale securities was $15.8 million
at year-end 2001. The improvement from an unrealized net gain of $2.9 million at
the end of 2000, before the reclassification,  reflected the favorable impact of
generally lower market interest rates on fixed income security prices.
         The  Company   does  not   normally   maintain  a  trading   portfolio.
Occasionally,  the Bank holds immaterial  amounts of trading account  securities
for short  periods  while  buying and selling  securities  for  customers.  Such
securities,  if any, are included in other  assets in the  consolidated  balance
sheets.
         At December 31, 2001,  Whitney held no  investment  in  securities of a
single  issuer,  other  than  securities  issued  or  guaranteed  by the  U.  S.
government or its agencies,  that exceeded 10% of its shareholders'  equity. The
Company has made no investments  in financial  instruments  or  participated  in
agreements  with values that are linked to or derived  from changes in the value
of some underlying asset or index. These financial instruments or agreements are
commonly  referred to as  derivatives  and include such  instruments as futures,
forward  contracts,  option  contracts,  interest rate swap agreements and other
financial  arrangements with similar  characteristics.  Management  continues to
evaluate whether to use derivatives as part of its asset/liability and liquidity
management processes.


DEPOSITS AND SHORT-TERM BORROWINGS
         Average deposits  increased 13%, or $621 million,  in 2001, and were up
9%, or $386 million, in 2000. Deposits associated with purchased bank operations
contributed  approximately  $100 million to average  deposit  growth in 2001 and
$150 million in 2000.  Deposit growth  accelerated in 2001 with the  competitive
positioning of new money market deposit  products for businesses and individuals
and greater demand for the safety and liquidity of deposit  products in response
to turmoil in the capital markets.

<TABLE>
<CAPTION>
TABLE 8.  AVERAGE DEPOSITS
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                             2001                     2000                    1999
-------------------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>       <C>           <C>        <C>           <C>
Noninterest-bearing demand deposits         $1,447,871    26.1%     $1,342,127    27.2%      $1,247,143    27.4%
NOW account deposits                           598,973    10.8         543,424    11.0          539,415    11.9
Money market deposits                        1,065,027    19.2         820,393    16.7          799,170    17.6
Savings deposits                               463,583     8.3         458,717     9.3          493,129    10.9
Other time deposits                          1,114,207    20.1         993,948    20.2          840,548    18.5
Time deposits $100,000 and over                858,895    15.5         768,605    15.6          620,953    13.7
-------------------------------------------------------------------------------------------------------------------
     Total                                  $5,548,556   100.0%     $4,927,214   100.0%      $4,540,358   100.0%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

         Money  market  deposits  increased  30%,  or $245  million on  average,
compared  to 2000.  Growth in money  market  deposits  in recent  years has been
supported  by the  promotion  of  bundled  banking  services,  and  the  Whitney
continued to promote  these  services in 2001.  Demand for safety and  liquidity
also  helped  maintain  the level of funding  from time  deposits  during  2001,
although  there was some erosion  beginning in the third  quarter in the face of
continued  declines in renewal rates.  These deposits had increased  strongly in
2000 as Whitney  responded to rising  short-term market rates during that period
with competitively structured time deposit products. The growth in time deposits
over  $100,000 in both 2001 and 2000 also  reflected an  increase in  Eurodollar
deposits,  including  funds from new and existing  corporate  customers for cash
management purposes.  Table 9 shows the maturity structure of time deposits over
and under $100,000 at December 31, 2001.
         Noninterest-bearing  demand  deposits were also higher in 2001,  having
grown  8%,  or  $106  million  on  average,   from  2000.  Table  8  shows  that
noninterest-bearing deposits have remained a healthy percentage of average total
deposits over the last three years,  with the small decrease in 2001  reflecting
the  flow  of  liquidity  to  interest-bearing  deposit  products.  Deposits  in
traditional  savings  accounts  were  steady in 2001,  but would have been lower
absent  purchased   operations,   continuing  a  trend  that  reflects  consumer
preference  for  the  convenience  and  flexibility  offered  by  newer  deposit
products.


                              Page 15 of 73 Pages
<PAGE>
TABLE 9.  MATURITIES OF TIME DEPOSITS
--------------------------------------------------------------------------------
(dollars in thousands)
--------------------------------------------------------------------------------
Remaining maturity of time deposits of $100,000 or more
     as of December 31, 2001
          Three months or less                                          $476,746
          Over three months through twelve months                        293,026
          Over twelve months                                              37,145
--------------------------------------------------------------------------------
               Total time deposits of $100,000 or more                   806,917
--------------------------------------------------------------------------------
Remaining maturity of time deposits of less than $100,000
     as of December 31,2001
          Three months or less                                           291,282
          Over three months through twelve months                        576,977
          Over twelve months                                             157,385
--------------------------------------------------------------------------------
               Total time deposits of less than $100,000               1,025,644
--------------------------------------------------------------------------------
               Total time deposits                                    $1,832,561
--------------------------------------------------------------------------------

         As deposits grew in 2001, the level of short-term borrowings decreased.
These  borrowings  consist  primarily of purchases of federal funds and sales of
securities under repurchase agreements. Total average short-term borrowings were
23%, or $157 million,  lower in 2001 following a 48%, or $218 million,  increase
in 2000. In 2001, the Company made little use of available wholesale  short-term
funding sources, such as overnight and term federal funds purchased and brokered
repurchase  agreements,  as it had in 2000 to fund strong loan  growth.  Average
short-term  borrowings from customers under repurchase agreements were stable in
2001,  after  increasing 14% in 2000 to  approximately  $400 million.  Increased
funding from this source in recent years reflected both the growth in commercial
relationships  and the  attractiveness  of Whitney's  treasury  management sweep
product.  Because of the underlying customer relationship,  these borrowings can
be a relatively stable source of funds.


SHAREHOLDERS' EQUITY AND CAPITAL ADEQUACY
         At  December  31,  2001,  shareholders'  equity  totaled  $718  million
compared to $666 million at the end of 2000 and $596 million at the end of 1999.
The major  factors in the $52  million  increase in 2001 were  earnings,  net of
dividends  declared,  of  $35  million,  and an $8  million  increase  in  other
comprehensive  income  representing an unrealized net holding gain on securities
available  for sale. In 2000,  net retained  earnings of $36 million and the $22
million value of common stock issued to purchase First Ascension  Bancorp,  Inc.
led to a $70  million  increase  in  shareholders'  equity.  Over the last three
years, the dividend payout ratio has been relatively stable, increasing slightly
to 54% in 2001 from 50% in 2000 and 49% in 1999.
         Whitney  last  executed a stock  repurchase  program  in 1999,  when it
repurchased  one  million  shares for $39  million.  The  Company has no program
currently,  but will  consider  similar  programs  in the future as  appropriate
opportunities arise.
         The ratios in Table 10  indicate  that the  Company  remained  strongly
capitalized at December 31, 2001. The overall reduction in the capital ratios in
recent years from earlier levels has been influenced mainly by the rate of asset
growth  coupled  with the  decisions  made and  actions  taken by the Company in
managing its capital position, including the 1999 stock repurchase program. Cash
business acquisitions, such as the purchases of Redstone Financial, Inc. in 2001
and Bank of Houston in 2000,  will also reduce  regulatory  capital  ratios.  In
these transactions,  the Company acquires intangible assets that are deducted in
determining regulatory capital and excluded from risk-weighted assets.

                              Page 16 of 73 Pages
<PAGE>
<TABLE>
<CAPTION>
TABLE 10.  RISK-BASED CAPITAL AND CAPITAL RATIOS
----------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                       2001           2000          1999          1998           1997
----------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>           <C>           <C>            <C>
Tier 1 regulatory capital                                $604,179       $577,036      $568,117      $561,625       $540,955
Tier 2 regulatory capital                                  63,878         61,017        47,543        43,187         44,346
----------------------------------------------------------------------------------------------------------------------------
     Total regulatory capital                            $668,057       $638,053      $615,660      $604,812       $585,301
----------------------------------------------------------------------------------------------------------------------------
Risk-weighted assets                                   $5,102,470     $5,063,114    $4,427,620    $4,050,755     $3,544,467
----------------------------------------------------------------------------------------------------------------------------
Ratios
     Leverage ratio (Tier 1 capital to average assets)       8.72%          8.93%        10.01%        10.33%         10.79%
     Tier 1 capital to risk-weighted assets                 11.84          11.40         12.83         13.86          15.26
     Total capital to risk-weighted assets                  13.09          12.60         13.90         14.93          16.51
     Shareholders' equity to total assets                    9.91          10.01         10.16         10.66          10.91
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

         The  regulatory  capital  ratios of Whitney  National  Bank  exceed the
minimum required ratios, and the Bank has been categorized as "well-capitalized"
in the most recent notice received from its regulatory agency.

LIQUIDITY
         The  object  of  liquidity  management  is to  ensure  that  funds  are
available to meet cash flow  requirements of depositors and borrowers,  while at
the same time meeting the  operating,  capital and strategic  cash flow needs of
the Company and the Bank,  all in the most  cost-effective  manner.  The Company
develops it liquidity management  strategies and measures and monitors liquidity
risk as part of its overall asset/liability  management process, making full use
of the  quantitative  modeling  tools  available  to project  cash flows under a
variety  of  possible  scenarios.  Projections  are also  made  assuming  credit
stressed conditions, although such conditions are not likely to arise.
         On the liability side, liquidity management focuses on growing the base
of  more  stable  core  deposits  at  competitive  rates,  including  the use of
treasury-management  products for commercial  customers,  while at the same time
ensuring access to economical  wholesale  funding sources.  The section above on
Deposits and Short-term Borrowings discusses changes in these  liability-funding
sources in 2001 and 2000. During 2000,  Whitney National Bank became a member of
the Federal Home Loan Bank system.  This membership provides access to a variety
of Federal Home Loan Bank advance products as an alternative source of funds. In
addition,  both the Company and the Bank have access to external funding sources
in the  financial  markets,  and the Bank has  developed  the  ability to gather
deposits at a nationwide level.
         Liquidity   management  on  the  asset  side  primarily  addresses  the
composition  and  maturity  structure  of the  loan  and  investment  securities
portfolios and their impact on the Company's ability to generate cash flows from
scheduled payments, contractual maturities, prepayments, their use as collateral
for  borrowings  under  repurchase  agreements  and possible  outright  sales or
securitizations.  Table 3 above presents the contractual  maturity  structure of
the loan portfolio and Table 7 presents contractual  investment  maturities.  As
mentioned  earlier,  the Company  began  building its  investment  in securities
classified as available for sale in 1999 and,  effective  2001,  reclassified in
excess of $500 million of its portfolio of  securities  held to maturity to this
category. These actions further increased liquidity management flexibility.
         Cash generated from operations is another  important source of funds to
meet  liquidity  needs.  The  consolidated  statements  of  cash  flows  present
operating cash flows and summarize all significant sources and uses of funds for
each year in the three-year period ended December 31, 2001.
         The Bank saw its liquidity  position grow  throughout  2001  reflecting
strong  deposit  inflows,  moderate loan demand,  and an attractive  refinancing
environment.  This  liquidity  position will likely return to more normal levels
with increased economic activity,  a return to confidence in the capital markets
and rising market interest rates.
         Whitney  Holding  Corporation  had  approximately  $63  million in cash
available  for  acquisitions,   dividend  payments  to  shareholders,  or  other
corporate uses at the end of 2001, before  consideration of any future dividends
that may be received from the Bank.  Because the Bank  received  approval to pay
the Company dividends above limits set by statutory and regulatory provisions in
2001,  the Bank will be required to seek  continuing  approval to declare future
dividends to the Company until it  reestablishes  dividend  capacity under those
provisions.
         The Bank had  approximately  $1.3 billion in unfunded loan  commitments
outstanding  at December 31,  2001,  an increase of $74 million from 2000's year
end.  Note 14 shows  the  details  of these and other  unfunded  commitments  at
December  31, 2001 and 2000.  Because loan  commitments  may, and many times do,
expire  without  being drawn  upon,  unfunded  balances  should not be used as a
projection of actual future liquidity requirements.

                              Page 17 of 73 Pages
<PAGE>

ASSET/LIABILITY MANAGEMENT
         The  objective  of  the  Company's  asset/liability  management  is  to
implement  strategies for the funding and deployment of its financial  resources
that  are  expected  to  maximize  soundness  and  profitability  over  time  at
acceptable levels of risk.
         Interest  rate  sensitivity  is the  potential  impact of changing rate
environments  on both net  interest  income and cash flows.  The Company and the
Bank obtain measures of their interest rate  sensitivity by running net interest
income  simulations,  monitoring  the economic value of equity and preparing gap
analyses.
         The  simplest  method of measuring  interest  rate  sensitivity  is gap
analysis,  which  identifies the difference  between the dollar volume of assets
and  liabilities  that reprice within  specified time periods.  Gap analysis has
several limitations,  including the fact that it is a point in time measurement.
Table 11 shows the Company's static gap position as of December 31, 2001.

<TABLE>
<CAPTION>
TABLE 11.  INTEREST RATE SENSITIVITY
----------------------------------------------------------------------------------------------------------------------
                                                     By Maturity or Repricing Dates at December 31, 2001
----------------------------------------------------------------------------------------------------------------------
                                               0-30      31-90      91-180    181-365     After    Noninterest-
(dollars in millions)                          Days       Days       Days       Days      1 Year     Bearing     Total
----------------------------------------------------------------------------------------------------------------------
ASSETS
<S>                                            <C>         <C>       <C>        <C>      <C>           <C>     <C>
Securities available for sale                  $ 20        $62       $ 97       $173     $1,088        $  -    $1,440
Securities held to maturity                       -         16          8         18        150           -       192
Loans                                         1,720        533        344        502      1,456           -     4,555
Federal funds sold and
   short-term investments                       495          -          -          -          -           -       495
Other assets                                      -          -          -          -          -         562       562
----------------------------------------------------------------------------------------------------------------------
     Total assets                             2,235        611        449        693      2,694         562     7,244
----------------------------------------------------------------------------------------------------------------------
SOURCES OF FUNDS
NOW account deposits                            766          -          -          -          -           -       766
Money market deposits                         1,228          -          -          -          -           -     1,228
Savings deposits                                 14          -          -          -        475           -       489
Other time deposits                             134        157        276        301        158           -     1,026
Time deposits $100,000 and over                 304        141        148        178         36           -       807
Short-term borrowings                           512          -          -          -          -           -       512
Noninterest-bearing demand deposits               -          -          -          -          -       1,634     1,634
Other liabilities                                 -          -          -          -          -          64        64
Shareholders' equity                              -          -          -          -          -         718       718
----------------------------------------------------------------------------------------------------------------------
     Total sources of funds                   2,958        298        424        479        669       2,416     7,244
----------------------------------------------------------------------------------------------------------------------
Interest rate sensitivity gap                $ (723)     $ 313      $  25      $ 214     $2,025     $(1,854)
Cumulative interest rate sensitivity gap     $ (723)     $(410)     $(385)     $(171)    $1,854     $     -
Cumulative interest rate sensitivity gap
    as a percentage of total earning assets  (10.82)%    (6.14)%    (5.76)%    (2.56)%    27.75%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

         Table 11 indicates that the Company is somewhat liability  sensitive in
the near term. However,  static gap does not take into consideration the actions
that  management  intends to take to maximize net  interest  income over time. A
more  sophisticated tool used by the Company to evaluate and manage its interest
rate  sensitivity is a net interest  income  simulation  model,  which tests the
Bank's  reaction  to  various  economic  environments.  The  model  is  able  to
incorporate  management's assumptions and expectations regarding such factors as
loan and deposit growth, pricing, prepayment speeds and spreads between interest
rates.  Assumptions can also be entered into the model to evaluate the impact of
possible strategic responses to changes in the competitive environment.
         As part of its regular formal  asset/liability  management  process,  a
base case  simulation  is run that uses current  growth  forecasts and assumes a
stable rate environment and structure. The base case simulation as of the end of
2001 showed an increase in net  interest  income (TE) for the next  twelve-month
period of approximately $9 million,  or 3%, from 2001 levels. When the base case
simulation  was subjected to parallel up and down  instantaneous  rate shocks of
100 basis  points,  the model  showed an  annual  impact on  Whitney's  2002 net
interest income (TE) that ranged from a positive $10 million at 100 basis points
up to a negative $6 million at 100 basis  points  down.  Additional  simulations
were run applying  instantaneous  parallel rate shocks up to 300 basis points as
well as gradual  rate  changes of up to 200 basis  points.  In the current  rate
environment,  certain downward rate shocks caused unrealistic model assumptions,
and the results from these

                              Page 18 of 73 Pages
<PAGE>

simulation runs were disregarded.  The results of other simulations  showed that
the Company's sensitivity was within acceptable limits,  considering established
internal guidelines.
         Unlike the gap analysis, the net interest income simulations at the end
of 2001  indicate  that the Company is moderately  asset  sensitive.  The actual
impact of changing interest rates on net interest income,  however, is dependent
on many factors.  These include  Whitney's  ability to achieve growth in earning
assets  and  maintain  a desired  mix of  earning  assets  and  interest-bearing
liabilities,  the actual  timing of  repricing  of assets and  liabilities,  the
magnitude  of interest  rate  changes,  interest  rate  spreads and the level of
success of asset/liability management strategies implemented.
         The method used for  measuring  longer-term  interest  rate risk is the
economic value of equity analysis.  At year-end 2001, the Company's  sensitivity
was acceptable under internal  guidelines at all levels of rate shock simulation
that produced realistic results.
         Changes  in  interest   rates  affect  the  fair  values  of  financial
instruments.  Note 15 contains  information  regarding  these fair  values.  The
differences  between  fair values and book values were  primarily  the result of
differences  between  contractual  and market  interest  rates at each year end.
Fluctuations in fair values will occur as interest rates change.


IMPACT OF INFLATION AND CHANGING PRICES
         The great majority of assets and liabilities of a financial institution
are  monetary in nature.  Management  believes  the most  significant  potential
impact of inflationary or  deflationary  economic cycles on Whitney's  financial
results is its ability to react to changes in interest rates.  Interest rates do
not, however,  necessarily move in the same direction, or at the same magnitude,
as the prices of goods and services.  As discussed  above,  the Company  employs
asset/liability  management strategies in its attempt to minimize the effects of
economic cycles on its net interest income.
         Inflation  and  changing  prices  also have an impact on the  growth of
total assets in the banking  industry and the resulting need to increase capital
at higher than normal rates in order to maintain an appropriate equity to assets
ratio.  Changing  prices  will also  affect the trend in  noninterest  operating
expenses and noninterest income.


                              Page 19 of 73 Pages
<PAGE>
RESULTS OF OPERATIONS

NET INTEREST INCOME
         Net  interest  income  (TE)  increased  4%, or 12.0  million,  in 2001,
following  a 9%, or $23.7  million,  increase  in 2000 over 1999.  As  discussed
earlier,  Whitney was moderately asset sensitive  throughout 2001, which implies
that it would  experience  some  compression  in its net  interest  margin  in a
declining rate  environment,  holding other factors  constant.  The net interest
margin,  which is net  interest  income  (TE) as a percent  of  average  earning
assets,  decreased  to 4.52% in 2001 from  4.73% in 2000 and 4.83% in 1999.  The
margin  compression in 2001 came as an 86 basis point decrease in the yield (TE)
on earning assets was not fully matched by a 65 basis point decrease in the cost
of  funding  these  assets.  Between  1999 and 2000,  the  earning  asset  yield
increased  49 basis points  while the cost of funds  increased 59 basis  points,
leading to the 10 basis point decline in the net interest  margin  between these
periods. Tables 12 and 13 show the factors contributing to these changes and the
components of these changes.
         There was a moderate 7% increase in average loans in 2001 compared to a
17%  increase in 2000 over 1999.  Average  loans as a percent of earning  assets
declined  to below 72% in 2001 after  reaching a high for recent  years in 2000.
There  was a  corresponding  surge in  short-term  investments  in 2001 that was
prompted by increased  liquidity  in a period of reduced  loan  demand.  For the
year, short-term investments grew to over 4% of average earning assets from less
than 1% in 2000. The loan portfolio yield (TE) decreased 90 basis points between
2000 and 2001,  reflecting a 225 basis point  decline in the average prime rate.
Approximately 68% of the value of the loan portfolio at year-end 2001 is subject
to  repricing  within  one year,  which is up from 58% at  year-end  2000.  With
declining loan yields,  the overall yield on earning assets is 2001 was 86 basis
points lower than in 2000.
         In 2000,  the mix of earning  assets had followed a favorable  trend of
recent years,  driven by strong loan growth.  The 17% growth in average loans in
2000 was well above the 12% rate of growth in total average earning assets. As a
result,  loans  comprised 73% of average  earning assets in 2000, up from 70% in
1999.  The improved  asset mix, as well as a 53 basis point increase in the loan
yield  (TE),  led to the 49 basis  point  increase  in the  yield  (TE) on total
earning assets. Loan yields increased in response to the rise in market rates as
evidenced  by the 124 basis point  increase  in the average  prime rate for 2000
compared to 1999.
         The total interest cost of funding  earning assets in 2001 decreased 63
basis points from 2000.  The  percentage  of average  earning  assets  funded by
noninterest-bearing deposits remained a healthy 23% during 2001, having declined
only slightly from 24% in 1999. The favorable  impact of liquidity on the mix of
funding sources was reflected in the decrease in higher-cost sources of funds as
a percent of average earning assets to 39% in 2001 from 42% in 2000. Higher-cost
funding sources include both short-term borrowings and time deposits.  While the
cost of short-term  borrowings  decreased quickly  throughout 2001,  falling 246
basis  points on average in  response  to falling  market  rates,  the  maturity
structure of fixed rate time  deposits was such that the cost of these  deposits
declined much more slowly, although the pace accelerated in the third and fourth
quarters of the year.  The cost of time  deposits  at  year-end  2001 was 3.53%,
approximately 250 basis points below the cost at the end of 2000.
         During 2000, Whitney made increased use of wholesale funding sources to
leverage  loan growth and responded to rising  short-term  market  rates  during
that period with competitively structured time deposit products.  As  a  result,
higher-cost  sources  of  funds  grew to 42% of  average earning assets  in that
year,  up  from  37% in 1999.  These  changes coupled  with the impact of rising
short-term  market  rates  led  to  the increase of 59 basis points in the total
interest cost of funding earning assets during 2000.

                              Page 20 of 73 Pages
<PAGE>
<TABLE>
<CAPTION>
TABLE 12.  SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (TE) (a) AND INTEREST RATES
------------------------------------------------------------------------------------------------------------------------------------
                                                      2001                           2000                            1999
------------------------------------------------------------------------------------------------------------------------------------
                                           Average                        Average                         Average
(dollars in thousands)                     Balance  Interest    Rate      Balance   Interest    Rate      Balance   Interest   Rate
------------------------------------------------------------------------------------------------------------------------------------
ASSETS
EARNING ASSETS
<S>                                     <C>         <C>         <C>    <C>          <C>         <C>    <C>          <C>        <C>
 Loans (TE)(a),(b)                      $4,515,740  $344,613    7.63%  $4,235,562   $361,345    8.53%  $3,616,247   $289,136   8.00%
------------------------------------------------------------------------------------------------------------------------------------
 U.S. agency securities                    530,411    31,372    5.91      636,052     38,882    6.11      531,907     31,802   5.98
 Mortgage-backed securities                684,934    41,070    6.00      489,073     30,144    6.16      531,544     32,286   6.07
 Obligations of states and
   political subdivisions (TE)(a)          165,809    11,894    7.17      202,598     15,152    7.48      214,418     16,133   7.52
 U.S. Treasury securities                  104,670     6,215    5.94      122,018      7,438    6.10      167,016     10,237   6.13
 Other securities                           39,430     2,015    5.11       28,868      1,853    6.42       21,176      1,402   6.62
------------------------------------------------------------------------------------------------------------------------------------
  Total investment in securities         1,525,254    92,566    6.07    1,478,609     93,469    6.32    1,466,061     91,860   6.27
------------------------------------------------------------------------------------------------------------------------------------
 Federal funds sold and
   short-term investments                  262,451     9,331    3.56       57,085      3,543    6.21       80,832      3,913   4.84
------------------------------------------------------------------------------------------------------------------------------------
 Total earning assets                    6,303,445  $446,510    7.08%   5,771,256   $458,357    7.94%   5,163,140   $384,909   7.45%
------------------------------------------------------------------------------------------------------------------------------------
NONEARNING ASSETS
 Other assets                              592,469                        565,213                         521,066
 Reserve for possible loan losses          (64,350)                       (54,425)                        (45,226)
------------------------------------------------------------------------------------------------------------------------------------
  Total assets                          $6,831,564                     $6,282,044                      $5,638,980
------------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
 NOW account deposits                   $  598,973   $ 7,727    1.29%  $  543,424   $  8,086    1.49%  $  539,415    $ 8,036   1.49%
 Money market deposits                   1,065,027    30,655    2.88      820,393     33,638    4.10      799,170     28,640   3.58
 Savings deposits                          463,583     7,055    1.52      458,717      9,281    2.02      493,129      9,964   2.02
 Other time deposits                     1,114,207    58,772    5.27      993,948     53,294    5.36      840,549     39,936   4.75
 Time deposits $100,000 and over           858,895    42,006    4.89      768,605     44,587    5.80      620,953     29,979   4.83
------------------------------------------------------------------------------------------------------------------------------------
  Total interest-bearing deposits        4,100,685   146,215    3.57    3,585,087    148,886    4.15    3,293,216    116,555   3.54
------------------------------------------------------------------------------------------------------------------------------------
 Short-term borrowings                     515,152    15,134    2.94      672,118     36,295    5.40      454,047     18,878   4.16
------------------------------------------------------------------------------------------------------------------------------------
  Total interest-bearing liabilities     4,615,837  $161,349    3.50%   4,257,205   $185,181    4.35%   3,747,263   $135,433   3.61%
------------------------------------------------------------------------------------------------------------------------------------
NONINTEREST-BEARING LIABILITIES
  AND SHAREHOLDERS' EQUITY
 Demand deposits                         1,447,871                      1,342,127                       1,247,143
 Other liabilities                          69,757                         59,898                          44,458
 Shareholders' equity                      698,099                        622,814                         600,116
------------------------------------------------------------------------------------------------------------------------------------
 Total liabilities and
     shareholders' equity               $6,831,564                     $6,282,044                      $5,638,980
------------------------------------------------------------------------------------------------------------------------------------
  Net interest income and margin(TE)(a)             $285,161    4.52%               $273,176    4.73%               $249,476   4.83%
  Net earning assets and spread         $1,687,608              3.58%  $1,514,051               3.59%  $1,415,877              3.84%
  Interest cost of funding
    earning assets                                              2.56%                           3.21%                          2.62%
------------------------------------------------------------------------------------------------------------------------------------
<FN>
(a) Taxable-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
(b) Average balance includes nonaccruing loans of $27,492, $21,358 and $10,954, respectively, in 2001, 2000 and 1999.
</FN>
</TABLE>
                              Page 21 of 73 Pages

<PAGE>
<TABLE>
<CAPTION>
TABLE 13.  SUMMARY OF CHANGES IN NET INTEREST INCOME (TE) (a)
------------------------------------------------------------------------------------------------------------------------------
                                                           2001 Compared to 2000                  2000 Compared to 1999
------------------------------------------------------------------------------------------------------------------------------
                                                               Due to                              Due to
                                                             Change in          Total             Change in           Total
                                                       ---------------------   Increase       -------------------    Increase
(dollars in thousands)                                   Volume        Rate   (Decrease)        Volume      Rate    (Decrease)
------------------------------------------------------------------------------------------------------------------------------
INTEREST INCOME (TE) (a)
<S>                                                     <C>        <C>         <C>             <C>        <C>         <C>
     Loans (TE)(a),(b)                                  $22,931    $(39,663)   $(16,732)       $51,902    $20,307     $72,209
------------------------------------------------------------------------------------------------------------------------------
     U.S. agency securities                              (6,283)     (1,227)     (7,510)         6,352        728       7,080
     Mortgage-backed securities                          11,765        (839)     10,926         (2,612)       470      (2,142)
     Obligations of states and political
        subdivisions (TE)(a)                             (2,660)       (598)     (3,258)          (885)       (96)       (981)
     U.S. Treasury securities                            (1,034)       (189)     (1,223)        (2,743)       (56)     (2,799)
     Other securities                                       589        (427)        162            495        (44)        451
------------------------------------------------------------------------------------------------------------------------------
         Total investment in securities                   2,377      (3,280)       (903)           607      1,002       1,609
------------------------------------------------------------------------------------------------------------------------------
     Federal funds sold and short term investments        7,879      (2,091)      5,788         (1,315)       945        (370)
------------------------------------------------------------------------------------------------------------------------------
         Total interest income (TE) (a)                  33,187     (45,034)    (11,847)        51,194     22,254      73,448
------------------------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE
     NOW account deposits                                   779      (1,138)       (359)            60        (10)         50
     Money market deposits                                8,536     (11,519)     (2,983)           778      4,220       4,998
     Savings deposits                                        97      (2,323)     (2,226)          (696)        13        (683)
     Other time deposits                                  6,356        (878)      5,478          7,838      5,520      13,358
     Time deposits $100,000 and over                      4,886      (7,467)     (2,581)         7,906      6,702      14,608
------------------------------------------------------------------------------------------------------------------------------
         Total interest-bearing deposits                 20,654     (23,325)     (2,671)        15,886     16,445      32,331
------------------------------------------------------------------------------------------------------------------------------
     Short-term borrowings                               (7,167)    (13,994)    (21,161)        10,737      6,680      17,417
------------------------------------------------------------------------------------------------------------------------------
         Total interest expense                          13,487     (37,319)    (23,832)        26,623     23,125      49,748
------------------------------------------------------------------------------------------------------------------------------
         Change in net interest income (TE)(a)          $19,700    $ (7,715)    $11,985        $24,571     $ (871)    $23,700
------------------------------------------------------------------------------------------------------------------------------
<FN>
(a)  Taxable-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
(b)  Interest recognized on a cash basis on nonaccruing loans and prior cost recovery interest currently recognized  on  nonaccruing
     and certain accruing loans was $945, $2,586 and $422 in 2001, 2000 and 1999, respectively.
</FN>
</TABLE>
                              Page 22 of 73 Pages
<PAGE>
PROVISION FOR POSSIBLE LOAN LOSSES
         The  provision  for  possible  loan  losses was $19.5  million in 2001,
compared to $12.7  million in 2000 and $6.5 million in 1999.  The size of future
provisions   will  reflect  asset  quality  trends  and   management's   ongoing
evaluation,  based on established internal policies and practices, of the amount
of loss inherent in the portfolio.
         For a  discussion  of the  evaluation  process  and of  changes  in the
reserve  for  possible  loan  losses,  nonperforming  assets and  general  asset
quality, see the earlier section on Loans and Reserve for Possible Loan Losses.


NONINTEREST INCOME
         Table 14 shows the  components of  noninterest  income for each year in
the three-year  period ended December 31, 2001,  along with the percent  changes
between  years  for  each  component.   Noninterest   income  before  securities
transactions  increased 23%, or $16.8 million,  in 2001 and 8%, or $5.4 million,
in 2000. Excluding income from sales and other dispositions of foreclosed assets
and surplus banking property, noninterest income increased 20% in 2001 and 9% in
2000.

<TABLE>
<CAPTION>
TABLE 14.  NONINTEREST INCOME
---------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                       2001      % change        2000     % change        1999
---------------------------------------------------------------------------------------------------------------------
<S>                                                       <C>             <C>       <C>             <C>      <C>
Service charges on deposit accounts                       $35,275         16.4%     $30,312         3.6%     $29,247
Credit card income                                         14,002         (8.8)      15,349        15.9       13,249
Trust service fees                                          9,384          1.9        9,206         8.2        8,511
Secondary mortgage market operations                        7,575        257.6        2,118       (32.8)       3,153
ATM fees                                                    4,281          4.7        4,089         5.9        3,862
Investment services income                                  3,906         45.7        2,681        73.0        1,550
International services income                               2,371         10.9        2,138         4.2        2,052
Other fees and charges                                      2,658          5.0        2,532        21.1        2,090
Other operating income                                      2,785         (6.5)       2,978        79.3        1,661
Net gain on sales and other
   dispositions of foreclosed assets                        1,963         14.5        1,714        37.3        1,248
Net gains on disposals of surplus property                  3,274        184.0        1,153       (49.0)       2,262
Gain on sale of merchant processing agreements              3,570          (a)            -          (a)           -
---------------------------------------------------------------------------------------------------------------------
Total noninterest income before securities
   transactions                                            91,044         22.6       74,270         7.8       68,885
Securities transactions                                       165        (80.6)         850          (a)         (32)
---------------------------------------------------------------------------------------------------------------------
Total noninterest income                                  $91,209         21.4%     $75,120         9.1%     $68,853
---------------------------------------------------------------------------------------------------------------------
(a) Not meaningful.
</TABLE>

         Income from service charges on deposit accounts  increased 16%, or $5.0
million,  in 2001 after an increase  of 4%, or $1.1  million,  in 2000.  Whitney
implemented  refinements to its pricing policies for certain  business  accounts
during the second  quarter of 2001 and,  as  short-term  market  interest  rates
declined throughout the year,  appropriately lowered the earnings credit allowed
as an offset to service  charges on these  accounts.  The combined impact helped
increase  business  service fees by $3.2 million  compared to 2000.  Also during
2001's second  quarter,  the Company began  introducing  automated tools to help
banking  officers  with  certain  service  fee  decisions  and to measure  their
performance against corporate standards. The impact of those tools together with
underlying  growth in the deposit  customer  base  accounted  for the  remaining
increase in income from service charges on deposit  accounts.  Fee-based deposit
accounts  also  grew  in  2000,  including  the  impact  of  acquisitions,   but
corresponding  growth in service  charge  income was  restrained  in part by the
impact on the  earnings  credit of higher  short-term  market  rates during that
year.
         At the end of 2001's third  quarter,  Whitney  entered into an alliance
with a firm that  specializes in processing  credit card sale  transactions  for
merchants.  In  forming  this  alliance,  Whitney  sold  its  existing  merchant
processing  agreements  to the  specialist  firm and  recognized  a gain of $3.6
million,  while  maintaining  an interest in the ongoing net revenues  generated
through the alliance.  This move will initially reduce future noninterest income
by an estimated $9.5 million  annually and noninterest  expense by $9.0 million.
For the fourth quarter of 2001, the reductions were  approximately  $2.2 million
of income and $2.1 million of expense.  Over time, results from the alliance are
expected  to  fully  benefit  from  the   specialist's

                              Page 23 of 73 Pages

<PAGE>
significant  operating  efficiencies and from additional  growth in the merchant
customer base through focused sales management and enhanced customer service.
         As a result of this move,  credit  card  income  decreased  9%, or $1.3
million,  in 2001, after having grown 16%, or $2.1 million, in 2000. This income
category  includes fees from merchant  processing  services and from activity on
Bank-issued credit and debit cards. Fee income from debit card activity has made
an increasingly  important  contribution in recent years as the Company expanded
the  distribution of its product and saw increasing  acceptance and use of these
cards  for  retail  transactions.  Debit  card fee  income  was up 42%,  or $1.2
million,  in 2001 on a 37% increase in transaction  volume and a 34% increase in
the cardholder base. This followed income growth of 48%, or $.9 million, in 2000
when  transaction  volume rose 45% and the base  increased  30%. Fee income from
credit card activity grew 14% in 2001, consistent with the growth in transaction
volume, and was up 20% in 2000.
         Trust service fees  increased 2% in 2001 and 8% in 2000.  Marketing and
incentive-based  sales efforts across Whitney's market area have been successful
in building the customer base for trust  services.  The  continuing  weakness in
equity markets,  however,  has limited the Company's  ability to achieve the fee
income growth rates of earlier years when financial markets  performed  strongly
over a sustained period.
         Secondary  mortgage market operations posted a $5.5 million increase in
fee income to a level over three times that in 2000.  Late in the third  quarter
of 2000, the Company began to shift away from retaining new residential mortgage
loans for the  portfolio.  In addition,  favorable  market rates and an expanded
sales force generated strong origination  volumes  throughout 2001.  Refinancing
activity accounted for approximately 65% of the $461 million of loans originated
in 2001. Whitney sold  approximately 95% of this production,  compared to 38% of
the $219 million  originated in 2000.  With a rise in market rates in the latter
part of 1999 that  continued  through most of 2000,  residential  mortgage  loan
production in 2000 had slowed and the Company's  origination  efforts shifted to
adjustable  rate loans  that it held in  portfolio.  This led to a 33%,  or $1.0
million,  decline in income from secondary  mortgage  market  operations in 2000
compared to 1999.
         Investment  service income grew 46%, or $1.2 million,  in 2001,  mainly
because  increased demand for fixed income  securities offset softness in retail
brokerage  activity  that  was  brought  on  by  weak  equity  markets.  Whitney
Securities,  the  Company's  broker-dealer  unit,  had its  first  full  year of
operations  in 2000  after its  inception  in the  third  quarter  of 1999.  The
performance of this unit was the primary factor behind the 73%, or $1.1 million,
increase in investment services income in 2000.
         Late in the second  quarter of 1999,  the Company  opened a new parking
facility  next to its main office.  The  operating  revenue  from this  facility
totaled  $1.2  million in 2000 and $.6 million in 1999 and  accounts  for almost
half of the  increase  in the  other  operating  income  category  in 2000.  The
remaining increase in this category between 1999 and 2000 and the small decrease
in 2001 resulted mainly from certain one-time items.
         Net gains on sales and other  dispositions of foreclosed assets include
income  from  sales of  grandfathered  assets  that  vary  from  year to year as
opportunities for sales arise. Management evaluates its banking facilities on an
ongoing basis to identify possible  under-utilization  and to determine the need
for  functional  improvements,  relocations  or  possible  sales.  The net gains
recognized in each period from these and other  dispositions  of surplus banking
property  are shown in Table 14. The total for 2001  includes  a  merger-related
gain of approximately $1.1 million.

                              Page 24 of 73 Pages
<PAGE>

NONINTEREST EXPENSE

         Table  15  shows  the   components  of  noninterest   expense   without
merger-related  expenses for each year in the  three-year  period ended December
31,  2001,  along with the percent  changes  between  years for each  component.
Noninterest  expense  before  merger-related  expenses  increased  5%,  or $10.8
million, in 2001 after a 7% increase in 2000.

<TABLE>
<CAPTION>
TABLE 15.  NONINTEREST  EXPENSE
---------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                       2001      % change        2000     % change        1999
---------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>               <C>      <C>             <C>      <C>
Employee compensation                                    $101,937          6.4%     $95,838         6.5%     $89,978
Employee benefits                                          17,538         10.0       15,939         1.7       15,668
---------------------------------------------------------------------------------------------------------------------
  Total personnel expense                                 119,475          6.9      111,777         5.8      105,646
Equipment and data processing expense                      21,802         (6.6)      23,346         1.2       23,068
Net occupancy expense                                      20,102          5.2       19,115        10.4       17,318
Credit card processing services                             8,134        (21.4)      10,354         9.2        9,478
Telecommunication and postage                               8,571         (1.6)       8,714         4.8        8,316
Legal and professional services                             6,456          8.4        5,958        15.6        5,154
Amortization of intangibles                                 7,430         23.3        6,027        59.4        3,781
Ad valorem taxes                                            7,045          7.5        6,554         4.5        6,274
Security and other outsourced services                      7,792         14.1        6,830        10.4        6,188
Stationery and supplies                                     4,315          3.5        4,169       (10.1)       4,635
Advertising                                                 4,443         26.3        3,519        45.3        2,422
Deposit insurance and regulatory fees                       1,936         11.3        1,740        16.5        1,493
Miscellaneous operating losses                              2,544         46.4        1,738        36.5        1,273
Other operating expense                                    12,873          5.2       12,236        (3.7)      12,707
---------------------------------------------------------------------------------------------------------------------
Noninterest expense, before
  merger-related expenses                                 232,918          4.9      222,077         6.9      207,753
Merger-related expenses                                     6,186          (a)        1,102         (a)            -
---------------------------------------------------------------------------------------------------------------------
Total noninterest expense                                $239,104          7.1%    $223,179         7.4%    $207,753
---------------------------------------------------------------------------------------------------------------------
(a) Not meaningful.
</TABLE>
         Personnel  expense  increased 7%, or $7.7  million,  in 2001 and 6%, or
$6.1 million, in 2000. In 2001, employee  compensation rose 6%, or $6.1 million,
while employee  benefits  increased 10%, or $1.6 million.  Base salaries and the
cost of various  targeted  employee  incentive  pay plans,  such as for mortgage
originators, increased 6%, or $5.0 million, including approximately $1.4 million
related to the bank  operations  purchased late in 2001 and 2000.  Adjusting for
the impact of purchased  operations,  the increase would have been approximately
4%.  Reductions  in  staff  levels  achieved  through  the  integration  of  the
operations  of pooled  entities  acquired in early 2001 helped limit the overall
increase. An increase in stock-based compensation, which fluctuates with changes
in Whitney's stock price,  led to an overall $1.1 million  increase in long-term
incentive  plan expense.  Effective  2001,  Whitney  increased the percentage of
employee  401(k) plan savings that is matches.  The impact of this change and an
increase in the cost of health  benefits were the major factors  behind the rise
in employee benefits expense.
         Adjusting  for the impact of  purchased  operations,  the overall  2000
increase in personnel  expense  would have been 3%, or $3.0  million,  with base
salaries and incentive  compensation  rising 3%, or $3.1  million,  and employee
benefits  decreasing 1%. The favorable  impact on compensation  expense of a net
reduction in average staff levels for 2000 was offset by regular merit increases
and higher employee sales incentive  compensation,  increased hiring incentives,
and a $.3 million net increase in long-term incentive plan compensation.  An $.8
million reduction in the actuarially  determined expense for the defined benefit
pension  plan more than  offset the rise in health  benefit  plan costs in 2000,
leading to the net decrease in employee  benefits expense,  excluding  purchased
operations.
         Equipment and data processing expense was 7%, or $1.5 million, lower in
2001, following an increase of 1%, or $.3 million, in 2000. Whitney has achieved
savings from systems integration  activities completed in 2001 and close control
over capital  expenditures  and service  agreements over the past several years.
These savings helped offset the recurring

                              Page 25 of 73 Pages

<PAGE>
costs added for purchased operations and enhanced applications,  including those
associated  with  expanding  Internet-based  banking  services  that were  first
introduced in the second half of 2000.
         Net occupancy expense increased 5%, or $1.0 million, in 2001, following
a 10%, or $1.8 million,  increase in 2000. Purchased operations were a factor in
each year,  accounting  for over one third of the  increase in 2000.  Functional
improvement  projects at certain  facilities,  including  the main office in New
Orleans,  led to increased  depreciation expense in both 2001 and 2000, and high
energy prices in the first part of the year increased  utility  expense in 2001.
For 2000,  there was a net increase in recurring  expenses  associated  with the
relocation  of  certain  Louisiana  bank  operations  to  more  suitable  leased
premises,  and the parking  garage  completed its first full year of operations.
For both 2001 and 2000, the  elimination  of  under-utilized  facilities  helped
offset  the  growth in  occupancy  expense  from the  factors  cited  above.  In
addition,  beginning in 1999,  the Company  reevaluated  many of its  facilities
service contracts and negotiated changes that helped limit growth in maintenance
and repairs expense.
         Credit card processing services expense decreased 21%, or $2.2 million,
in 2001,  largely as a result of the merchant  business sale discussed  earlier.
Adjusting for the impact of the sale, this expense category decreased 1% in 2001
following a 9% increase in 2000.  These  changes  compare with  related  revenue
growth of 6% on an adjusted basis in 2001 and 16% in 2000. The favorable  spread
between  revenue  and  expense  growth  rates  mainly  reflected  the  impact of
adjustments to merchant processing service fee schedules in 2000.
         Telecommunication  and  postage  expense  was  little  changed  in 2001
following  a 5% increase in 2000.  The impact of the postal rate  increase  that
took effect in early 2001 was offset by expense  reductions  associated with the
restructuring  of the Company's data  communication  contracts.  The increase in
2000 mainly  reflected an  expanding  branch  network and overall  growth in the
customer base, including the impact of acquisitions.
         The expense for legal and  professional  services  increased 8% in 2001
after  rising 16% in 2000.  Legal  expense  rose in 2001,  partly as a result of
services provided in forming the merchant business alliance,  after being stable
in 2000. As would be expected,  there has also been  increased  demand for legal
services to support loan  collection  efforts.  The expense for  consulting  and
other  professional  services was lower in 2001,  following an increase in 2000.
Consulting  services  related to the  Company's  entry into the  Houston,  Texas
market and market  research  services were the major factors behind the increase
in 2000,  offsetting  the  elimination  of  services  for Year 2000  remediation
testing in the prior year.
         The business  acquisitions  in 2001 and 2000  accounted  for all of the
increases in the amortization of intangibles in these two years. As discussed in
Notes  2 and 9 to  the  consolidated  financial  statements,  there  will  be no
goodwill amortization in 2002 and later years, although goodwill will be subject
to at least an annual assessment for impairment.  Goodwill  amortization totaled
$3.6 million in 2001,  $2.9 million in 2000 and $1.3 million in 1999.  Scheduled
amortization  of intangible  assets other than goodwill in 2002 is $5.8 million.
No indication of goodwill  impairment was identified in the preliminary  initial
assessment required by SFAS No. 142.
         The expense for security and other outsourced services increased 14% in
2001 after rising 10% in 2000. These increases reflected in large part decisions
to  outsource  certain  back  office  operations  in 1999 and the  extension  of
existing  service  arrangements  to  acquired  operations.  The benefit of staff
reductions from outsourcing decisions has been reflected in personnel expense.
         The favorable impact of ongoing expense control efforts in recent years
is evident in the stationery and supplies expense category which rose 4% in 2001
after a 10% decrease in 2000.  The success of these  efforts also  factored into
the decrease in other operating expense in 2000.
         Toward the end of 2000,  Whitney  launched a multi-faceted  advertising
campaign featuring a Louisiana-based  celebrity  spokesperson.  Costs associated
with this ongoing  campaign,  which initially focused on promoting the Company's
new Internet-banking  services,  contributed to increases in advertising expense
of 26%, or $.9 million, in 2001 and 45%, or $1.1 million, in 2000.  Introductory
campaigns  in the Houston  market and some  increase in  product-specific  sales
campaigns also contributed to the rise in 2000.
         The Company and its acquired entities  recognize  various  nonrecurring
expenses  to  complete  merger   transactions  and  to  integrate  the  acquired
operations into the Whitney system. These merger-related expenses include change
in control  payments  and  severance  or retention  bonuses for  management  and
employees  of  a  merged  entity,  investment  banker  fees,  fees  for  various
professional   services  and  losses  on   cancellation  of  contracts  and  the
disposition  of  obsolete  and  redundant   facilities   and  equipment.   Total
merger-related expenses vary with each transaction.

INCOME TAXES
         Income tax expense was $36.6 million in 2001, $33.5 million in 2000 and
$30.4 million in 1999. The Company's effective tax rate was 32.6% in 2001, 31.5%
in 2000 and 31.1% in 1999. These effective rates were lower than the 35%

                              Page 26 of 73 Pages
<PAGE>
federal  statutory  tax rate  primarily  because of tax-exempt  interest  income
received from the financing of state and local governments. The increase in 2001
mainly  reflected the  termination of the Subchapter S election for  post-merger
earnings  from  American  Bank's  operations,  as  discussed  in  Note 20 to the
consolidated   financial  statements.   In  connection  with  the  Subchapter  S
termination,   however,   Whitney  also  recorded  a  deferred  tax  benefit  of
approximately $1 million in 2001 that partly offset the impact of the taxability
of post-merger earnings.
         Louisiana-sourced  income of  commercial  banks is not subject to state
income taxes.  Rather,  banks in Louisiana pay a tax based on the value of their
capital stock in lieu of income and franchise  taxes, and these ad valorem taxes
are included in noninterest  expense.  This expense will fluctuate based in part
on the growth in the  Bank's  equity  and  earnings  and in part based on market
valuation trends for the banking industry.
         See Note 20 for additional  information on the Company's  effective tax
rates and the composition of changes in income tax expense for all periods.

FOURTH QUARTER RESULTS
         Whitney  reported net income of $.75 per share in the fourth quarter of
2001,  compared  to  $.67  per  share  in  the  year-earlier  period.  Excluding
tax-effected  merger-related  items,  the Company  earned  $.76 per share,  a 9%
increase over the $.70 per share earned in the final quarter of 2000.
         Selected highlights from the fourth quarter's results follow:

     o        Net interest  income (TE) increased 6%, or $4.2 million,  from the
              fourth  quarter  of  2000.   Although  short-term  rates  declined
              significantly  during 2001,  Whitney's net interest margin (TE) of
              4.52% in the fourth quarter of 2001 was only 10 basis points below
              the year-earlier quarter. The mix of funding sources was favorably
              impacted  by  the  increase  in  overall  liquidity  during  2001;
              however,  the mix of  earning  assets  trended  toward  investment
              vehicles  with a smaller  spread to the cost of funds because of a
              slowing in loan demand.
     o        Noninterest  income,  excluding  securities   transactions,    was
              approximately  14%, or $2.8 million,  higher than in 2000's fourth
              quarter,  after adjusting for the impact of the merchant  business
              sale.  Whitney's  sale  of  its  existing  agreements  to  process
              mechants' credit card transactions was discussed earlier.  For the
              fourth quarter of 2001,  this move reduced  noninterest  income by
              approximately   $2.2   million   and   noninterest    expense   by
              approximately  $2.1 million.  Secondary  mortgage  market activity
              continued strong during the quarter and fees from these operations
              grew $2.1  million to a level almost four times that in the fourth
              quarter of 2000.  Income from service charges on deposit  accounts
              increased 25%, or $1.9 million.  Noninterest income for the fourth
              quarter of 2000 included  approximately  $1.0 million of net gains
              on dispositions of surplus  banking  facilities and  grandfathered
              assets. In the fourth quarter of 2001, such dispositions  resulted
              in a net loss of $.3 million.
    o         Excluding  merger-related  costs, noninterest  expense  in  2001's
              fourth  quarter was 2%, or $1.0  million,  less than in the fourth
              quarter of 2000. Adjusting for the impact of the merchant business
              sale,  noninterest  expense would have shown a 2% increase.  Total
              personnel expense increased 3%, or $1.0 million, over the level in
              2000's  fourth  quarter,  including a $.3 million  impact from the
              most recent bank  acquisition.  Savings from  systems  integration
              activities in 2001 and close control over capital expenditures and
              service  agreements  helped reduce  equipment and data  processing
              expense between the fourth quarters of 2000 and 2001.
     o        Whitney  provided  $6.5  million for  possible  loan losses in the
              fourth  quarter of 2001,  compared to a $4.9 million  provision in
              2000's fourth quarter. Net charge-offs totaled $1.4 million in the
              fourth   quarter  of  2001,   compared   to  $.9  million  in  the
              year-earlier  quarter.  The reserve for  possible  loan losses was
              1.57% of total loans at December 31, 2001 compared to 1.33% at the
              end of 2000.

         The  Summary of  Quarterly  Financial  Information  on page 58 provides
selected comparative financial information for each of the four quarters in 2001
and 2000.

Item 7a: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         Incorporated by reference to Item 7 of this Form 10-K, pages 18 and 19.

                              Page 27 of 73 Pages
<PAGE>
<TABLE>
<CAPTION>
Item 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                                   WHITNEY HOLDING COPORATION AND SUBSIDIARIES
                                           CONSOLIDATED BALANCE SHEETS
                                                                                                     December 31
---------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                       2001                   2000
---------------------------------------------------------------------------------------------------------------------------
ASSETS
<S>                                                                                        <C>                   <C>
  Cash and due from financial institutions                                                 $ 271,512             $ 273,121
  Investment in securities
     Securities available for sale                                                         1,440,527               537,262
     Securities held to maturity, fair values of $195,712 and $919,039, respectively         191,813               924,927
---------------------------------------------------------------------------------------------------------------------------
        Total investment in securities                                                     1,632,340             1,462,189
  Federal funds sold and short-term investments                                              494,908                15,270
  Loans, net of unearned income                                                            4,554,538             4,601,492
     Reserve for possible loan losses                                                        (71,633)              (61,017)
---------------------------------------------------------------------------------------------------------------------------
        Net loans                                                                          4,482,905             4,540,475
---------------------------------------------------------------------------------------------------------------------------
  Bank premises and equipment                                                                167,419               174,450
  Intangible assets                                                                          103,605                87,017
  Accrued interest receivable                                                                 32,461                44,203
  Other assets                                                                                58,500                53,540
---------------------------------------------------------------------------------------------------------------------------
        Total assets                                                                     $ 7,243,650           $ 6,650,265
---------------------------------------------------------------------------------------------------------------------------

LIABILITIES
  Noninterest-bearing demand deposits                                                    $ 1,634,258           $ 1,473,432
  Interest-bearing deposits                                                                4,315,902             3,859,042
---------------------------------------------------------------------------------------------------------------------------
        Total deposits                                                                     5,950,160             5,332,474
---------------------------------------------------------------------------------------------------------------------------
  Short-term borrowings                                                                      511,517               586,477
  Accrued interest payable                                                                    14,946                23,492
  Accounts payable and other accrued liabilities                                              49,139                42,058
---------------------------------------------------------------------------------------------------------------------------
        Total liabilities                                                                  6,525,762             5,984,501
---------------------------------------------------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
  Common stock, no par value
    Authorized --100,000,000 shares
    Issued -- 26,444,832 and 26,620,639 shares, respectively                                   2,800                 2,800
  Capital surplus                                                                            154,397               158,083
  Retained earnings                                                                          556,241               521,220
  Accumulated other comprehensive income                                                      10,104                 1,657
  Treasury stock at cost -- 393,582 shares in 2000                                                 -               (13,680)
  Unearned restricted stock compensation                                                      (5,654)               (4,316)
---------------------------------------------------------------------------------------------------------------------------
        Total shareholders' equity                                                           717,888               665,764
---------------------------------------------------------------------------------------------------------------------------
        Total liabilities and shareholders' equity                                       $ 7,243,650           $ 6,650,265
---------------------------------------------------------------------------------------------------------------------------

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

</TABLE>

                              Page 28 of 73 Pages
<PAGE>
<TABLE>
<CAPTION>
                                 WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                           Years Ended December 31
--------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                                           2001          2000          1999
--------------------------------------------------------------------------------------------------------------------------

INTEREST INCOME
<S>                                                                                 <C>           <C>           <C>
  Interest and fees on loans                                                        $ 343,397     $ 360,480     $ 288,286
  Interest and dividends on investments
    U.S. agency securities                                                             31,372        38,882        31,802
    Mortgage-backed securities                                                         41,070        30,144        32,286
    Obligations of states and political subdivisions                                    7,745         9,921        10,567
    U.S. Treasury securities                                                            6,215         7,438        10,237
    Other securities                                                                    2,015         1,853         1,402
  Interest on federal funds sold and short-term investments                             9,331         3,543         3,913
--------------------------------------------------------------------------------------------------------------------------
    Total interest income                                                             441,145       452,261       378,493
--------------------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE
  Interest on deposits                                                                146,215       148,886       116,555
  Interest on short-term borrowings                                                    15,134        36,295        18,878
--------------------------------------------------------------------------------------------------------------------------
    Total interest expense                                                            161,349       185,181       135,433
--------------------------------------------------------------------------------------------------------------------------

NET INTEREST INCOME                                                                   279,796       267,080       243,060
PROVISION FOR POSSIBLE LOAN LOSSES                                                     19,500        12,690         6,470
--------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES                          260,296       254,390       236,590
--------------------------------------------------------------------------------------------------------------------------

NONINTEREST INCOME
  Service charges on deposit accounts                                                  35,275        30,312        29,247
  Credit card income                                                                   14,002        15,349        13,249
  Trust service fees                                                                    9,384         9,206         8,511
  Secondary mortgage market operations                                                  7,575         2,118         3,153
  Other noninterest income                                                             24,808        17,285        14,725
  Securities transactions                                                                 165           850           (32)
--------------------------------------------------------------------------------------------------------------------------
    Total noninterest income                                                           91,209        75,120        68,853
--------------------------------------------------------------------------------------------------------------------------

NONINTEREST EXPENSE
  Employee compensation                                                               104,806        95,838        89,978
  Employee benefits                                                                    17,604        15,939        15,668
--------------------------------------------------------------------------------------------------------------------------
    Total personnel expense                                                           122,410       111,777       105,646
  Equipment and data processing expense                                                23,040        23,346        23,068
  Net occupancy expense                                                                20,179        19,115        17,318
  Credit card processing services                                                       8,134        10,354         9,478
  Telecommunication and postage                                                         8,582         8,714         8,316
  Legal and professional fees                                                           8,712         6,686         5,154
  Amortization of intangibles                                                           7,430         6,027         3,781
  Ad valorem taxes                                                                      7,045         6,554         6,274
  Other noninterest expense                                                            33,572        30,606        28,718
--------------------------------------------------------------------------------------------------------------------------
    Total noninterest expense                                                         239,104       223,179       207,753
--------------------------------------------------------------------------------------------------------------------------

INCOME BEFORE INCOME TAXES                                                            112,401       106,331        97,690
INCOME TAX EXPENSE                                                                     36,581        33,489        30,364
--------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                           $ 75,820      $ 72,842      $ 67,326
--------------------------------------------------------------------------------------------------------------------------

EARNINGS PER SHARE
  Basic                                                                                $ 2.88        $ 2.84        $ 2.60
  Diluted                                                                                2.85          2.83          2.59
WEIGHTED-AVERAGE SHARES OUTSTANDING
  Basic                                                                            26,367,149    25,650,656    25,888,798
  Diluted                                                                          26,557,365    25,712,466    25,966,232
--------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.

</TABLE>
                              Page 29 of 73 Pages

<PAGE>
<TABLE>
<CAPTION>
                                   WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                                                                       Accumulated               Unearned
                                                                          Other                 Restricted
(dollars in thousands,                    Common   Capital   Retained  Comprehensive Treasury     Stock
 except per share data)                    Stock   Surplus   Earnings    Income        Stock   Compensation  Total
-------------------------------------------------------------------------------------------------------------------
<S>                                       <C>     <C>        <C>            <C>    <C>         <C>        <C>
Balance at December 31, 1998              $2,800  $154,995   $450,329       $948   $ (4,613)   $(4,682)   $599,777
-------------------------------------------------------------------------------------------------------------------
  Comprehensive income:
    Net income                                 -         -     67,326          -          -          -      67,326
    Other comprehensive income:
      Unrealized net holding loss on
        securities, net of
        reclassification adjustments
        and taxes                              -         -          -     (6,241)         -          -      (6,241)
-------------------------------------------------------------------------------------------------------------------
  Total comprehensive income                   -         -     67,326     (6,241)         -          -      61,085
-------------------------------------------------------------------------------------------------------------------
  Cash dividends, $1.32 per share              -         -    (30,275)         -          -          -     (30,275)
  Cash dividends, pooled entities              -         -     (2,550)         -          -          -      (2,550)
  Stock acquired under repurchase program      -         -          -          -    (38,736)         -     (38,736)
  Stock sold to dividend reinvestment and
     employee retirement plans                 -     1,430          -          -      1,329          -       2,759
  Long-term incentive plan stock activity:
     Restricted grants and related activity    -       623          -          -        958        609       2,190
     Options exercised                         -       111          -          -        288          -         399
  Directors' compensation plan stock activity  -        22          -          -         96          -         118
  Stock transactions, pooled entities          -     1,437          -          -          -          -       1,437
-------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999               2,800   158,618    484,830     (5,293)   (40,678)    (4,073)    596,204
-------------------------------------------------------------------------------------------------------------------
  Comprehensive income:
    Net income                                 -         -     72,842          -          -          -      72,842
    Other comprehensive income:
      Unrealized net holding gain on
        securities, net of
        reclassification adjustments
        and taxes                              -         -          -      6,950          -          -       6,950
-------------------------------------------------------------------------------------------------------------------
  Total comprehensive income                   -         -     72,842      6,950          -          -      79,792
-------------------------------------------------------------------------------------------------------------------
  Cash dividends, $1.44 per share              -         -    (32,872)         -          -          -     (32,872)
  Cash dividends, pooled entities              -         -     (3,580)         -          -          -      (3,580)
  Stock issued in purchase business
     combination                               -      (344)         -          -     22,497          -      22,153
  Stock sold to dividend reinvestment and
     employee retirement plans                 -        46          -          -      3,034          -       3,080
  Long-term incentive plan stock activity:
     Restricted grants and related activity    -       140          -          -        797       (243)        694
     Options exercised                         -       (51)         -          -        240          -         189
  Directors' compensation plan stock activity  -         -          -          -        120          -         120
  Stock transactions, pooled entities          -      (326)         -          -        310          -         (16)
-------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000               2,800   158,083    521,220      1,657    (13,680)    (4,316)    665,764
-------------------------------------------------------------------------------------------------------------------
  Comprehensive income:
    Net income                                 -         -     75,820          -          -          -      75,820
    Other comprehensive income:
      Cumulative effect of accounting change   -         -          -     (4,175)         -          -      (4,175)
      Unrealized net holding gain on
        securities, net of
        reclassification adjustments
        and taxes                              -         -          -     12,622          -          -      12,622
-------------------------------------------------------------------------------------------------------------------
  Total comprehensive income                   -         -     75,820      8,477          -          -      84,267
-------------------------------------------------------------------------------------------------------------------
  Cash dividends, $1.54 per share              -         -    (40,597)         -          -          -     (40,597)
  Cash dividends, pooled entities              -         -       (202)         -          -          -        (202)
  Stock sold to dividend reinvestment and
     employee retirement plans                 -     1,613          -          -      1,535          -       3,148
  Long-term incentive plan stock activity:
     Restricted grants and related activity    -     5,273          -          -       (934)    (1,338)      3,001
     Options exercised                         -     2,103          -          -          -          -       2,103
  Directors' compensation plan stock activity  -        42          -          -        101          -         143
  Treasury stock issued in pooling
     business combination                      -   (12,978)         -          -     12,978          -           -
  Stock transactions, pooled entities          -       261          -          -          -          -         261
-------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001              $2,800  $154,397   $556,241    $10,104    $     -    $(5,654)   $717,888
-------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.
</TABLE>
                                 Page 30 of 73
<PAGE>
<TABLE>
<CAPTION>
                                     WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                           Years Ended December 31
---------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                   2001          2000         1999
---------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                                                    <C>           <C>          <C>
  Net income                                                                           $ 75,820      $ 72,842     $ 67,326
  Adjustments to reconcile net income to net cash provided by operating activities:
      Depreciation and amortization of bank premises and equipment                       19,201        20,258       20,114
      Amortization of purchased intangibles                                               7,430         6,027        3,781
      Restricted stock compensation earned                                                3,758         2,307        3,298
      Securities premium amortization, net of discount accretion                            302           497        1,343
      Provision for possible loan losses                                                 19,500        12,690        6,470
      Provision for losses on foreclosed assets                                              79            89          211
      Net gains on sales and other dispositions of foreclosed assets                       (916)       (1,357)      (1,248)
      Net gains on sales and other dispositions of surplus property                      (3,626)       (1,079)      (2,180)
      Net (gains) losses on sales of investment securities                                 (165)         (850)          18
      Deferred tax benefit                                                               (5,619)       (4,941)      (1,939)
      Increase in accrued income taxes                                                    2,155           614          811
      (Increase) decrease in accrued interest receivable and prepaid expenses            12,842        (8,209)       2,121
      Increase (decrease) in accrued interest payable and other accrued expenses         (7,168)       13,329        1,165
---------------------------------------------------------------------------------------------------------------------------
        Net cash provided by operating activities                                       123,593       112,217      101,291
---------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Proceeds from maturities of investment securities held to maturity                    206,034       173,789      374,605
  Purchases of investment securities held to maturity                                         -       (14,476)    (226,085)
  Proceeds from maturities of investment securities available for sale                  562,282        72,409      188,061
  Proceeds from sales of investment securities available for sale                       140,305         1,294       11,228
  Purchases of investment securities available for sale                              (1,004,264)     (157,635)    (309,154)
  Net (increase) decrease in loans                                                      112,299      (571,689)    (415,735)
  Net (increase) decrease in federal funds sold and short-term investments             (456,988)        4,389      150,777
  Proceeds from sales and other dispositions of foreclosed assets                         2,095         2,899        3,210
  Proceeds from sales of surplus banking property                                         5,983         4,156        5,812
  Purchases of bank premises and equipment                                              (10,501)      (13,334)     (24,079)
  Net cash paid in business acquisitions                                                (35,933)      (45,141)           -
  Other, net                                                                             (1,080)       (2,646)      (6,832)
---------------------------------------------------------------------------------------------------------------------------
       Net cash used in investing activities                                           (479,768)     (545,985)    (248,192)
---------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Net increase (decrease) in transaction account and savings account deposits           683,648        18,429       (9,937)
  Net increase (decrease) in time deposits                                             (212,110)      408,153       67,898
  Net increase (decrease) in short-term borrowings                                      (82,421)       60,070      179,397
  Proceeds from issuance of common stock                                                  5,096         3,316        4,389
  Purchases of common stock                                                                (847)       (1,705)     (40,024)
  Cash dividends                                                                        (38,800)      (35,486)     (32,381)
---------------------------------------------------------------------------------------------------------------------------
       Net cash provided by financing activities                                        354,566       452,777      169,342
---------------------------------------------------------------------------------------------------------------------------
       Increase (decrease) in cash and cash equivalents                                  (1,609)       19,009       22,441
       Cash and cash equivalents at beginning of year                                   273,121       254,112      231,671
---------------------------------------------------------------------------------------------------------------------------
       Cash and cash equivalents at end of year                                       $ 271,512     $ 273,121    $ 254,112
---------------------------------------------------------------------------------------------------------------------------

Cash received during the year for:
   Interest income                                                                    $ 452,887     $ 445,411    $ 378,900
Cash paid during the year for:
   Interest expense                                                                   $ 169,895     $ 176,006    $ 135,460
   Income taxes                                                                          39,842        36,992       30,084
---------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
                              Page 31 of 73 Pages
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1
NATURE OF BUSINESS
         Whitney Holding  Corporation  (the Company) is a Louisiana bank holding
company  headquartered  in  New  Orleans,  Louisiana.  The  Company's  principal
subsidiary is Whitney  National  Bank,  which has been in  continuous  operation
since 1883 and represents  virtually all of the operations and net income of the
Company.
         The Bank  engages in  community  banking in its market area  stretching
across the  five-state  Gulf Coast region,  including  southern  Louisiana;  the
Houston, Texas metropolitan area; the coastal region of Mississippi; central and
south  Alabama;  and the  panhandle  of  Florida.  The Bank,  together  with its
wholly-owned subsidiary, Whitney Securities L.L.C., offers commercial and retail
banking products and services, including trust products and investment services,
to the customers in the communities it serves.

NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT PRONOUNCEMENTS
         The  accounting  and  reporting  policies  of  the  Company  and    its
subsidiaries  follow  generally  accepted  accounting  principles  and practices
within the banking industry.  The following is a summary of the more significant
accounting policies:

Basis of Presentation
         The  consolidated  financial  statements  include  the  accounts of the
Company  and  its  subsidiaries.   All  significant  intercompany  balances  and
transactions have been eliminated.  The Company reports the balances and results
of operations  from business  combinations  accounted for as purchases  from the
respective  dates of acquisition  (see Note 3). Prior year financial  statements
are  restated  to reflect  subsequent  business  combinations  accounted  for as
poolings of interests.  Certain  financial  information for prior years has been
reclassified to conform to the current year's presentation.

Use of Estimates
         In preparing  the  consolidated  financial  statements,  the Company is
required to make estimates and assumptions  that affect the amounts  reported in
the consolidated  financial  statements and accompanying  notes.  Actual results
could differ from those estimates.

Investment in Securities
         Securities are classified as trading, held to maturity or available for
sale.  Management  determines  the  classification  of securities  when they are
purchased and reevaluates this classification  periodically as conditions change
that could require reclassification.
         Trading account  securities are bought and held  principally for resale
in the near term.  They are carried at fair value with  realized and  unrealized
gains or losses reflected in noninterest income.  Trading account securities are
immaterial  in each period  presented  and have been included in other assets on
the consolidated balance sheets.
         Securities  which  the  Company  both  positively  intends  and has the
ability to hold to maturity are  classified as  securities  held to maturity and
are carried at  amortized  cost.  Intent and ability to hold are not  considered
satisfied  when a security  is  available  to be sold in  response to changes in
interest rates, prepayment rates, liquidity needs or other reasons as part of an
overall asset/liability management strategy.
         Securities  not meeting the criteria to be classified as either trading
securities or securities  held to maturity are  classified as available for sale
and are  carried  at fair  value.  Net  unrealized  holding  gains or losses are
excluded from net income and are recognized in other comprehensive income and in
accumulated other  comprehensive  income, a separate  component of shareholders'
equity.
         Interest  and  dividend  income  earned on  securities  either  held to
maturity or available  for sale are  recognized  in interest  income,  including
amortization of premiums and accretion of discounts  computed using the interest
method.  Realized  gains and losses on  securities  either  held to  maturity or
available for sale are computed  based upon  specifically  identified  amortized
cost and are reported as a separate component of noninterest income.

                              Page 32 of 73 Pages
<PAGE>
Loans
         Loans are carried at the principal amounts  outstanding net of unearned
income.  Interest on loans and accretion of unearned income,  including deferred
loan fees, are computed to yield a level rate of return on recorded principal.
         Interest is no longer accrued on a loan when the borrower's  ability to
meet  contractual  payments is in doubt. For commercial and real estate loans, a
loan is placed on nonaccrual status generally when it is ninety days past due as
to principal or interest, and the loan is not otherwise both well secured and in
the  process of  collection.  When a loan is placed on  nonaccrual  status,  any
accrued but uncollected  interest is reversed against interest income.  Interest
payments on  nonaccrual  loans are used to reduce the  reported  loan  principal
under  the  cost  recovery  method  when  the  collectibility  of the  remaining
principal is not reasonably assured;  otherwise, such payments are recognized as
interest  income in the period in which they are received.  A loan on nonaccrual
status may be  reinstated  to accrual  status when full  payment of  contractual
principal and interest is expected and this  expectation is supported by current
sustained performance.
         A loan is considered impaired when it is probable that all amounts will
not be collected as they become due  according to the  contractual  terms of the
loan  agreement.  Generally,  impaired  loans are  accounted for on a nonaccrual
basis.  The extent of  impairment  is measured  based upon a  comparison  of the
recorded  investment in the loan with either the expected cash flows  discounted
using the loan's  original  effective  interest  rate or, in the case of certain
collateral-dependent  loans,  the fair value of the underlying  collateral.  The
amount of impairment is included in the reserve for possible loan losses.

Reserve for Possible Loan Losses
         The reserve for possible  loan losses is maintained at a level that, in
the opinion of  management,  is adequate to absorb  losses  inherent in the loan
portfolio.  The adequacy of the reserve level is evaluated on an ongoing  basis.
Management considers various sources of information including reports on general
and  local  economic  conditions,   analyses  of  specific  loans  reviewed  for
impairment,  statistics from the internal credit risk rating process, reports on
the payment  performance  of portfolio  segments not subject to individual  risk
ratings, and historical loss experience.  Management also forms a judgment about
the  level  of  accuracy  inherent  in  the  evaluation   process.   Changes  in
management's  evaluation  over time are  reflected in the provision for possible
loan losses charged to operating expense.
         As actual  loan  losses are  incurred,  they are  charged  against  the
reserve.  Recoveries on loans  previously  charged against the reserve are added
back to the reserve when collected.

Bank Premises and Equipment
         Bank  premises  and  equipment  are carried at cost,  less  accumulated
depreciation  and  amortization.  Depreciation  and  amortization  are  computed
primarily using the straight-line  method over the estimated useful lives of the
assets  and over the  shorter  of the  lease  terms  or the  estimated  lives of
leasehold  improvements.  Additions  to bank  premises and  equipment  and major
replacements or improvements are capitalized.

Foreclosed Assets and Surplus Property
         Collateral  acquired through  foreclosure or in settlement of loans and
surplus  property are reported  with other  assets in the  consolidated  balance
sheets.  With the  exception  of  grandfathered  property  interests,  which are
assigned a nominal  book value,  these  assets are  recorded at  estimated  fair
value,  less estimated  selling costs,  if this value is lower than the carrying
value of the  related  loan or property  asset.  The  initial  reduction  in the
carrying  amount  of a loan to the fair  value  of the  collateral  received  is
charged to the  reserve  for  possible  loan  losses.  Losses  arising  from the
transfer of bank  premises  and  equipment  to surplus  property  are charged to
current earnings.  Subsequent valuation adjustments for either foreclosed assets
or surplus property are also included in current  earnings,  as are the revenues
and expenses associated with managing these assets prior to sale.

                              Page 33 of 73 Pages
<PAGE>
Goodwill and Other Intangible Assets
         The Company has  recognized  intangible  assets in connection  with its
purchase business combinations.  Identifiable  intangible assets acquired by the
Company have mainly represented the value of the deposit relationships purchased
in these  transactions.  Goodwill represents the purchase price premium over the
fair value of the net assets of an  acquired  business,  including  identifiable
intangible  assets.  In many bank mergers,  this premium is driven mainly by the
expectation  of synergies.  In certain  banking-industry  acquisitions,  current
accounting  principles  require the recognition of an unidentifiable  intangible
asset  separate  from  goodwill,  even though it arises from the same sources as
goodwill.
         As is discussed below in the section on Recent Pronouncements, goodwill
is no longer  subject  to  amortization,  although  amortization  continued  for
existing  goodwill  through  the end of 2001.  Beginning  in 2002,  goodwill  is
subject to at least an annual  assessment for impairment,  defined as the amount
by which the implied fair value of the goodwill  contained in any reporting unit
within a company is less than the goodwill's  carrying value.  Impairment losses
identified  after a transition  period  would be charged to  operating  expense.
Identifiable  intangible  assets with finite lives continue to be amortized over
the  periods  benefited  and are  evaluated  for  impairment  similar  to  other
long-lived  assets.  If the useful life of an identifiable  intangible  asset is
indefinite,  the recorded  asset is not amortized  but tested for  impairment by
comparison to its estimated fair value.  Unidentifiable  intangibles  other than
goodwill,  although  conceptually similar to goodwill,  will also continue to be
amortized  in  accordance  with  existing  accounting  guidance.  The  Financial
Accounting Standards Board is scheduled to revisit the principles underlying the
accounting for such unidentifiable intangibles.

Income Taxes
         The Company and its subsidiaries file a consolidated federal income tax
return.  Income taxes are accounted  for using the asset and  liability  method.
Under this method the expected tax  consequences of temporary  differences  that
arise between the tax bases of assets or liabilities and their reported  amounts
in the financial  statements  represent  either  deferred tax  liabilities to be
settled  in the  future  or  deferred  tax  assets  that will be  realized  as a
reduction of future taxes payable. Currently enacted tax rates and laws are used
to calculate the expected tax consequences. Valuation allowances are established
against net deferred tax assets if, based on all available evidence,  it is more
likely than not that some or all of the assets will not be realized.

Earnings Per Share
         Basic earnings per share is computed by dividing  income  applicable to
common  shares  (net income in all periods  presented)  by the  weighted-average
number of common shares outstanding for the applicable period.  Diluted earnings
per share is  computed  using  the  weighted-average  number  of  common  shares
outstanding  increased by the number of  additional  shares that would have been
issued if  potentially  dilutive  stock options had been exercised as determined
using the treasury stock method.

Statements of Cash Flows
         The Company considers only cash on hand and balances due from financial
institutions  as cash and cash  equivalents  for  purposes  of the  consolidated
statements of cash flows.

Operating Segment Disclosures
         Statement   of   Financial   Accounting   Standards   (SFAS)  No.  131,
"Disclosures   about  Segments  of  an  Enterprise  and  Related   Information,"
established  standards for  reporting  information  about a company's  operating
segments using a "management  approach."  Reportable  segments are identified as
those  revenue-producing  components for which separate financial information is
produced  internally and which are subject to evaluation by the chief  operating
decision  maker in deciding how to allocate  resources  to segments.  Consistent
with its stated  strategy  that is focused on providing a consistent  package of
community  banking products and services  throughout a coherent market area, the
Company has identified  its overall  banking  operations as its only  reportable
segment.  Because the overall banking operations  comprise  substantially all of
the consolidated operations, no separate segment disclosures are presented.


                              Page 34 of 73 Pages
<PAGE>
Other
         Assets held by the Bank in a fiduciary  capacity  are not assets of the
Bank and are not included in the consolidated balance sheets. Generally, certain
minor  sources of income are  recorded  on a cash  basis,  which does not differ
materially from the accrual basis.

Recent Pronouncements
         Effective   January  1,  2001,  the  Company   adopted  SFAS  No.  133,
"Accounting for Derivative  Instruments  and Hedging  Activities," as amended by
SFAS No. 138. These statements  provide  comprehensive and consistent  standards
for the  recognition  and  measurement  of  derivative  instruments  and hedging
activities.  Because the Company does not currently  employ such  instruments or
engage in the hedging  strategies  covered by the  statements,  adopting the new
recognition and measurement standards had no impact.
         An  additional  provision  of these  statements  allowed the Company to
transfer,   upon   adoption,   any   security   held  to   maturity   into   the
available-for-sale  category  without calling into question the Company's intent
to hold other debt securities to maturity. Under this provision, Whitney elected
to transfer all  mortgage-backed  securities and certain other securities with a
total carrying value of $528 million into the available-for-sale  classification
on the effective  date. The net unrealized  loss on the  transferred  securities
totaled $6.4  million,  or $4.2 million net of tax. This  tax-effected  loss was
recognized in other comprehensive income in 2001.
         In June 2001, the Financial  Accounting  Standards  Board (FASB) issued
SFAS No. 141,  "Business  Combinations."  This  statement  required all business
combinations  initiated  after  June 30,  2001,  to be  accounted  for using the
purchase method.  The pooling method of accounting for business  combinations is
no longer  available.  Application of the purchase  method under SFAS No. 141 in
many ways follows existing authoritative guidance,  including the requirement to
record the net assets of an acquired  business at fair value. SFAS No. 141 does,
however,  provide new guidance on identifying  intangible  assets that should be
recognized as assets apart from goodwill  and, in certain  circumstances,  calls
for a  reclassification  between  these  categories  of existing  balances  from
purchase business  combinations  completed by June 30, 2001. The Company made no
significant  reclassifications in connection with the implementation of SFAS No.
141.
         The accounting for goodwill and other  identifiable  intangible  assets
after  acquisition  is now  governed  by  SFAS  No.  142,  "Goodwill  and  Other
Intangible  Assets," which was issued  concurrent  with SFAS No. 141. Under SFAS
No. 142,  goodwill is no longer subject to amortization,  although  amortization
continued for existing  goodwill through the end of 2001.  Rather,  beginning in
2002,  goodwill is subject to at least an annual  assessment for impairment.  In
transitioning  to the  guidance of SFAS No. 142,  the Company must assess by the
end of the second  quarter of 2002 whether there is an indication  that goodwill
in any  reporting  unit is impaired at the date of adoption.  If  impairment  is
indicated,  then as soon as  possible,  but before the end of 2002,  the Company
must compare the implied fair value of the goodwill in that  reporting unit with
the carrying  amount of the goodwill,  both of which would be measured as of the
adoption  date.  Any  transitional  impairment  loss would be  recognized in the
Company's  statement  of  operations  as the  cumulative  effect  of a change in
accounting  principle.  Impairment losses identified after the transition period
are charged to operating expense.
         Under SFAS No. 142, identifiable  intangible assets other than goodwill
continue to be amortized over their  estimated  useful lives to their  estimated
residual values, if any, and are reviewed for impairment in accordance with SFAS
No. 144,  "Accounting  for the Impairment or Disposal of Long-Lived  Assets." If
the useful life of an identifiable intangible asset is indefinite,  however, the
recorded  asset is not amortized  but is tested for  impairment by comparison to
its estimated fair value under the guidance of SFAS No. 142.
         In performing the initial assessment  required to identify  indications
of goodwill impairment,  the Company assigned all goodwill to one reporting unit
that represents Whitney's overall banking operations. This reporting unit is the
same of the operating segment identified earlier, and its operations  constitute
substantially all of the Company's consolidated operations.  Goodwill impairment
would be indicated only if the fair value of the reporting unit is less than its
carrying  value.  Based on the  Company's  preliminary  valuation,  no  goodwill
impairment is expected.  Goodwill impairment testing will be performed annually,
unless  interim  events or  circumstances  make it more  likely than not that an
impairment loss has occurred.
         The FASB has also issued SFAS No. 143, "Accounting for Asset Retirement
Obligations,"  and SFAS No. 144,  "Accounting  for the Impairment or Disposal of
Long-lived   Assets."  SFAS  No.  143  covers  the  accounting  for  closure  or
removal-type  costs that are incurred with respect to long-lived  assets.  Among
other provisions,  SFAS No.

                              Page 35 of 73 Pages
<PAGE>
144 essentially  extends the guidance of SFAS No. 121 to long-lived  assets that
are part of  discontinued  operations  and resolves  significant  implementation
issues  related to SFAS No. 121.  Adopting  these new  standards  should have no
significant impact on Whitney's financial position or results of operations.

NOTE 3
MERGERS AND ACQUISITIONS
Poolings of Interest
         In January  2001,  Whitney  completed two  acquisitions  that have been
accounted  for as  poolings  of  interests:  American  Bank  in  Houston,  Texas
(American) and Prattville Financial Services Corporation (PFSC), whose principal
subsidiary  was Bank of  Prattville.  American had five locations in the Houston
area with $275 million in total  assets and $247  million in deposits.  American
shareholders received 1,814,990 shares in this transaction. Upon its acquisition
by the  Company,  American's  election  to be taxed  under  Subchapter  S of the
Internal Revenue Code terminated. The impact of this termination is discussed in
Note 20. Bank of Prattville had  approximately  $160 million in total assets and
$136  million of deposits in its three  locations  in the  metropolitan  area of
Montgomery,  Alabama. The Company exchanged 1,060,137 shares of its common stock
in this  transaction.  Prior period  financial  statements have been restated to
reflect the balances and operating results of these pooled entities.
         As discussed in Note 2, SFAS No. 141 requires all business combinations
initiated after June 30, 2001, to be accounted for using the purchase method.

Purchase Transactions
         On October 26, 2001,  Whitney purchased Redstone Financial Inc. and one
of its subsidiary  banks,  Northwest Bank, N. A., for cash of approximately  $34
million.  Northwest  Bank had two offices in Houston,  Texas with  approximately
$170 million in total assets,  including $74 million in loans,  and $145 million
in deposits.  Applying  purchase  accounting  to this  transaction,  the Company
recorded  approximately  $25 million in  intangible  assets,  with $7.5  million
assigned to the value of deposit  relationships  with an eight-year life and the
remainder  to  goodwill.  Under the  guidance of new  accounting  pronouncements
discussed in Note 2, the goodwill is not being  amortized but will be subject to
periodic assessments for impairment.
         During 2000, Whitney completed two business acquisitions, both of which
were  accounted  for as purchases.  In  mid-February  2000,  Bank of Houston was
acquired  for cash of $58  million.  At  acquisition,  Bank of Houston  had $180
million in assets,  including $44 million in loans, and $142 million in deposits
at its two locations in the  metropolitan  Houston area. In early November 2000,
the Company purchased First Ascension  Bancorp,  Inc. and its subsidiary,  First
National Bank of Gonzales,  which had $90 million in total assets, including $60
million in loans,  and $77 million in deposits in four  locations  in  Ascension
Parish,  Louisiana.  The Company  issued  647,262 shares of common stock in this
transaction  that was valued at  approximately  $22 million.  Intangible  assets
acquired in these transactions totaled $59 million, with $12 million assigned to
the value of deposit  relationships with an estimated life of approximately nine
years and $47 million to goodwill.
         The  Company's  financial  statements  include the  results  from these
acquired operations since the respective acquisition dates. The pro forma impact
of these  acquisitions on Whitney's results of operations is insignificant.  All
acquired banking operations have been merged into Whitney National Bank.

                              Page 36 of 73 Pages
<PAGE>
NOTE 4
INVESTMENT IN SECURITIES
         Summary information about securities  available for sale and securities
held to maturity follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                         Securities Available for Sale
----------------------------------------------------------------------------------------------------------------
                                                        Amortized     Unrealized     Unrealized         Fair
(dollars in thousands)                                     Cost          Gains         (Losses)         Value
----------------------------------------------------------------------------------------------------------------
December 31, 2001
----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>           <C>            <C>
Mortgage-backed securities                             $  827,623        $ 5,616       $(3,221)       $ 830,018
U.S. agency securities                                    444,302         10,335          (254)         454,383
U.S. Treasury securities                                   61,799          2,471           (28)          64,242
Obligations of states and political subdivisions           39,782            592          (203)          40,171
Other securities                                           51,258            455             -           51,713
----------------------------------------------------------------------------------------------------------------
    Total                                              $1,424,764        $19,469       $(3,706)      $1,440,527
----------------------------------------------------------------------------------------------------------------
December 31, 2000
----------------------------------------------------------------------------------------------------------------
Mortgage-backed securities                               $124,888        $   348       $(1,832)        $123,404
U.S. agency securities                                    327,439          3,541          (639)         330,341
U.S. Treasury securities                                   36,351          1,763            (7)          38,107
Obligations of states and political subdivisions           15,688            204            (3)          15,889
Other securities                                           29,986              5          (470)          29,521
----------------------------------------------------------------------------------------------------------------
    Total                                                $534,352         $5,861       $(2,951)        $537,262
----------------------------------------------------------------------------------------------------------------

----------------------------------------------------------------------------------------------------------------
                                          Securities Held to Maturity
----------------------------------------------------------------------------------------------------------------
                                                        Amortized       Unrealized   Unrealized          Fair
(dollars in thousands)                                     Cost            Gains      (Losses)           Value
----------------------------------------------------------------------------------------------------------------
December 31, 2001
----------------------------------------------------------------------------------------------------------------
U.S. agency securities                                   $ 40,032         $1,551       $     -         $ 41,583
U.S. Treasury securities                                   30,911            738             -           31,649
Obligations of states and political subdivisions          120,870          2,252          (642)         122,480
----------------------------------------------------------------------------------------------------------------
    Total                                                $191,813         $4,541       $  (642)        $195,712
----------------------------------------------------------------------------------------------------------------
December 31, 2000
----------------------------------------------------------------------------------------------------------------
Mortgage-backed securities                               $341,884         $  921       $(5,950)        $336,855
U.S. agency securities                                    324,492            332        (3,275)         321,549
U.S. Treasury securities                                   76,482            372           (90)          76,764
Obligations of states and political subdivisions          172,669          2,469          (667)         174,471
Other securities                                            9,400              -             -            9,400
----------------------------------------------------------------------------------------------------------------
    Total                                                $924,927         $4,094       $(9,982)        $919,039
----------------------------------------------------------------------------------------------------------------
</TABLE>


                              Page 37 of 73 Pages
<PAGE>

         The amortized cost and estimated fair value of securities available for
sale and held to maturity by contractual maturity follow:

-----------------------------------------------------------------------
                    Securities Available for Sale
-----------------------------------------------------------------------
                                           Amortized            Fair
(dollars in thousands)                        Cost              Value
-----------------------------------------------------------------------
December 31, 2001
-----------------------------------------------------------------------
Within one year                            $ 131,927         $ 134,587
One to five years                            494,080           504,920
Five to ten years                            411,454           413,993
After ten years                              387,303           387,027
-----------------------------------------------------------------------
    Total                                 $1,424,764        $1,440,527
-----------------------------------------------------------------------

-----------------------------------------------------------------------
                     Securities Held to Maturity
-----------------------------------------------------------------------
                                           Amortized            Fair
(dollars in thousands)                        Cost              Value
-----------------------------------------------------------------------
December 31, 2001
-----------------------------------------------------------------------
Within one year                              $37,108           $37,682
One to five years                             78,019            80,654
Five to ten years                             51,313            52,125
After ten years                               25,373            25,251
-----------------------------------------------------------------------
    Total                                   $191,813          $195,712
-----------------------------------------------------------------------

         The  expected  maturity of a security  may differ from  its contractual
maturity,  particularly for  mortgage-backed  securities and certain U.S. agency
securities  and  obligations  of states and political  subdivisions,  because of
principal prepayments and the exercise of call options.

         Securities  with  carrying  values of $987 million and $1.02 billion at
December 31, 2001 and 2000, respectively, were sold under repurchase agreements,
pledged to secure  public  deposits  and trust  deposits  or  pledged  for other
purposes.  In these  totals were $78 million in 2001 and $90 million in 2000 for
securities pledged at the Federal Reserve discount window in connection with the
Company's overall contingency funding plans.

         With the  adoption  of SFAS No.  133  effective  January  1,  2001,  as
discussed in Note 2, Whitney elected to transfer all mortgage-backed  securities
and certain other  securities that had been classified as being held to maturity
into  the  available-for-sale   classification.  The  carrying  value  of  these
securities  prior to transfer was $528 million.  The net unrealized  loss on the
transferred  securities  totaling  $6.4 million was  reported,  net of tax, as a
component of other comprehensive income in 2001.

                              Page 38 of 73 Pages
<PAGE>
NOTE 5
LOANS

         The composition of the Company's loan portfolio follows:
<TABLE>
<CAPTION>

                                                                      December 31
-----------------------------------------------------------------------------------------------------
(dollars in thousands)                                         2001                     2000
-----------------------------------------------------------------------------------------------------
<S>                                                     <C>           <C>        <C>            <C>
Commercial, financial and agricultural                  $1,852,497    40.7%      $1,815,205     39.4%
Real estate loans - commercial and other                 1,576,817    34.6        1,544,390     33.6
Real estate loans - retail mortgage                        820,808    18.0          888,699     19.3
Loans to individuals                                       304,416     6.7          353,198      7.7
-----------------------------------------------------------------------------------------------------
    Total                                               $4,554,538  100.0%       $4,601,492   100.0%
-----------------------------------------------------------------------------------------------------
</TABLE>

         The Bank makes loans in the normal  course of business to directors and
executive officers of the Company and the Bank and to their associates. Loans to
such related  parties carry  substantially  the same terms,  including  interest
rates  and  collateral  requirements,  as  those  prevailing  at  the  time  for
comparable  transactions  with  unrelated  parties and do not involve  more than
normal risks of  collectibility  when originated.  An analysis of the changes in
loans to related parties during 2001 follows:

------------------------------------------------------------
(dollars in thousands)                                 2001
------------------------------------------------------------
Beginning balance                                  $ 67,469
Additions                                            65,010
Repayments                                          (64,175)
Net decrease from changes in related parties        (25,506)
------------------------------------------------------------
Ending balance                                     $ 42,798
------------------------------------------------------------

         Outstanding  unfunded  commitments  and  letters  of credit to  related
parties  totaled $39  million  and $57  million at  December  31, 2001 and 2000,
respectively.

NOTE 6
RESERVE FOR POSSIBLE LOAN LOSSES
         A summary  analysis of changes in the reserve for possible  loan losses
follows:
<TABLE>
<CAPTION>
                                                                   Years Ended December 31
-----------------------------------------------------------------------------------------------------
(dollars in thousands)                                      2001              2000              1999
-----------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>               <C>
Balance at beginning of year                            $ 61,017          $ 47,543          $ 43,187
Reserves acquired in bank purchases                        1,196             2,388                 -
Reserves on loans transferred to held for sale              (651)                -                 -
Provision for possible loan losses                        19,500            12,690             6,470
Loans charged off                                        (15,502)           (8,481)          (10,042)
Recoveries                                                 6,073             6,877             7,928
-----------------------------------------------------------------------------------------------------
  Net charge-offs                                         (9,429)           (1,604)           (2,114)
-----------------------------------------------------------------------------------------------------
Balance at end of year                                  $ 71,633          $ 61,017          $ 47,543
-----------------------------------------------------------------------------------------------------
</TABLE>

                              Page 39 of 73 Pages

<PAGE>
NOTE 7
IMPAIRED LOANS,  NONPERFORMING  LOANS,  FORECLOSED  ASSETS AND SURPLUS  PROPERTY
         Information on loans evaluated for possible impairment losses follows:
<TABLE>
<CAPTION>

                                                                                December 31
-----------------------------------------------------------------------------------------------------
(dollars in thousands)                                                        2001              2000
-----------------------------------------------------------------------------------------------------
Impaired loans at year end
<S>                                                                        <C>               <C>
  Requiring a loss reserve                                                 $22,141           $19,088
  Not requiring a loss reserve                                               2,504             2,291
-----------------------------------------------------------------------------------------------------
Total recorded investment in impaired loans                                $24,645           $21,379
-----------------------------------------------------------------------------------------------------
Total impairment loss allowance required at year end                        $8,607            $6,992
-----------------------------------------------------------------------------------------------------
Average recorded investment in impaired loans during the year              $22,478           $19,151
-----------------------------------------------------------------------------------------------------
</TABLE>

         The following is a summary of nonperforming loans and foreclosed assets
and surplus property:
<TABLE>
<CAPTION>
                                                                                 December 31
-----------------------------------------------------------------------------------------------------
(dollars in thousands)                                                        2001              2000
-----------------------------------------------------------------------------------------------------
<S>                                                                        <C>               <C>
Loans accounted for on a nonaccrual basis                                  $33,412           $23,579
Restructured loans                                                             383               465
-----------------------------------------------------------------------------------------------------
Total nonperforming loans                                                  $33,795           $24,044
-----------------------------------------------------------------------------------------------------
Total foreclosed assets and surplus property                                  $991              $995
-----------------------------------------------------------------------------------------------------
</TABLE>

         Interest income is recognized on certain  nonaccrual  loans as payments
are  received.  Interest  payments on other  nonaccrual  loans are accounted for
under the cost  recovery  method,  but this  interest may later be recognized in
income when loan collections exceed  expectations or when workout efforts result
in fully  rehabilitated  credits.  The following compares  contractual  interest
income on  nonaccrual  loans and  restructured  loans  with the  cash-basis  and
cost-recovery interest actually recognized on these loans:
<TABLE>
<CAPTION>
                                                                  Years Ended December 31
--------------------------------------------------------------------------------------------------
(dollars in thousands)                                            2001         2000         1999
--------------------------------------------------------------------------------------------------
<S>                                                             <C>           <C>          <C>
Contractual interest                                            $ 2,752       $1,927       $1,131
Interest recognized                                                 945        2,586          422
--------------------------------------------------------------------------------------------------
Increase (decrease) in reported interest income                 $(1,807)      $  659       $ (709)
--------------------------------------------------------------------------------------------------
</TABLE>

         The Bank owns a variety  of  property  interests  that it  acquired  in
routine banking  transactions  generally  before 1933. No ready market for these
assets existed when they were initially  acquired;  and, as was general  banking
practice at the time,  they were written down to a nominal  value.  The property
includes ownership interests in scattered  undeveloped acreage,  various mineral
interests, and a few commercial and residential sites in southeast Louisiana.

                              Page 40 of 73 Pages
<PAGE>

         The  revenues  and  direct  expenses  related  to  these  grandfathered
property interests that are included in the statements of operations follow:

                                                   Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                         2001         2000         1999
--------------------------------------------------------------------------------
Revenues                                     $1,365       $1,314         $881
Direct expenses                                 211           41           34
--------------------------------------------------------------------------------

NOTE 8
BANK PREMISES AND EQUIPMENT
         An analysis of bank  premises  and  equipment  by asset  classification
follows:

                                                         December 31
--------------------------------------------------------------------------------
(dollars in thousands)                               2001               2000
--------------------------------------------------------------------------------
Land                                              $ 39,861           $ 38,923
Buildings and improvements                         175,326            173,054
Furnishings and equipment                          107,191            105,378
--------------------------------------------------------------------------------
                                                   322,378            317,355
Accumulated depreciation and amortization         (154,959)          (142,905)
--------------------------------------------------------------------------------
Total bank premises and equipment                $ 167,419          $ 174,450
--------------------------------------------------------------------------------

         Provisions for depreciation  and  amortization  included in noninterest
expense were as follows:

                                                    Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                          2001         2000         1999
--------------------------------------------------------------------------------
Buildings and improvements                    $ 7,099      $ 6,672      $ 6,157
Furnishings and equipment                      12,102       13,586       13,957
--------------------------------------------------------------------------------
  Total depreciation and amortization expense $19,201      $20,258      $20,114
--------------------------------------------------------------------------------

         At  December  31,  2001,  the Bank  was  obligated  under a  number  of
noncancelable  operating leases. Certain of these leases have escalation clauses
and renewal options.  Total rental expense,  net of immaterial sublease rentals,
was $3.8 million in 2001, $3.9 million in 2000, and $3.3 million in 1999.
         As of December 31, 2001, the future minimum rentals under noncancelable
operating  leases  having an  initial  lease  term in excess of one year were as
follows:

(dollars in thousands)
------------------------------------------------
2002                                    $ 3,554
2003                                      3,335
2004                                      3,216
2005                                      2,640
2006                                      2,182
Later years                              12,982
------------------------------------------------
Total                                   $27,909
------------------------------------------------


                              Page 41 of 73 Pages
<PAGE>
NOTE 9
GOODWILL AND OTHER INTANGIBLE ASSETS
         Intangible  assets  consist of  identifiable  intangibles,  such as the
value of deposit  relationships;  goodwill  acquired  in  business  combinations
accounted for as purchases;  and unidentifiable  intangibles acquired in certain
banking-industry  transactions.  The  remaining  unamortized  cost of intangible
assets consisted of the following:

                                                                December 31
--------------------------------------------------------------------------------
(dollars in thousands)                                       2001          2000
--------------------------------------------------------------------------------
Deposit relationships and other identifiable intangibles   $24,803       $20,655
Unidentifiable intangibles                                   9,850        10,303
Goodwill                                                    68,952        56,059
--------------------------------------------------------------------------------
  Total intangible assets                                 $103,605       $87,017
--------------------------------------------------------------------------------

         Amortization of intangible  assets included in noninterest  expense was
as follows:

                                                   Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                         2001          2000          1999
--------------------------------------------------------------------------------
Deposit relationships and other identifiable
  intangibles                                 $3,352        $2,681        $2,072
Unidentifiable intangibles                       453           453           451
Goodwill                                       3,625         2,893         1,258
--------------------------------------------------------------------------------
  Total amortization                          $7,430        $6,027        $3,781
--------------------------------------------------------------------------------

         As is  discussed  in Note 2, the  accounting  for  goodwill  and  other
intangible  assets  is now  governed  by  SFAS  No.  142,  "Goodwill  and  Other
Intangible  Assets,"  which was  issued in June 2001.  Under this new  standard,
there will be no goodwill  amortization  in 2002 and later years.  Approximately
$2.5 million of the goodwill  amortization in 2001 was not deductible for income
tax  purposes.  The  balance  of  goodwill  that will not  generate  future  tax
deductions was $60 million at December 31, 2001.
         Beginning  in 2002,  goodwill  must be tested for  impairment  at least
annually. No indication of goodwill impairment was identified in the preliminary
initial assessment required by SFAS No. 142.
         Identifiable  intangible  assets  with  finite  lives  continue  to  be
amortized  under SFAS No.  142.  The  Company's  only  significant  identifiable
intangible assets reflect the value of deposit relationships,  all of which have
finite  lives.  Remaining  lives  ranged from one to eight years at December 31,
2001. The weighted-average  remaining life of identifiable intangible assets was
approximately  seven years.  Unidentifiable  intangible assets will be amortized
over a remaining life of  approximately  six years.  Scheduled  amortization  of
intangible assets other than goodwill in 2002 is $5.8 million.

NOTE 10
SHORT-TERM BORROWINGS
         Short-term borrowings consisted of the following:

                                                            December 31
--------------------------------------------------------------------------------
(dollars in thousands)                                 2001               2000
--------------------------------------------------------------------------------
Federal funds purchased                              $100,101          $ 104,216
Securities sold under agreements to repurchase        371,416            438,044
Treasury Investment Program                            40,000             32,621
Federal Home Loan Bank advances                             -             11,596
--------------------------------------------------------------------------------
Total short-term borrowings                          $511,517           $586,477
--------------------------------------------------------------------------------

                              Page 42 of 73 Pages

<PAGE>
         The  Bank  has  the  ability  to  exercise  legal  authority  over  the
securities  that serve as collateral  for the securities  sold under  repurchase
agreements.  The carrying and  estimated  fair values of  securities  sold under
repurchase  agreements at December 31, 2001, by term of the underlying borrowing
agreement, were as follows:

                                                                          Up to
(dollars in thousands)                              Overnight            30 days
--------------------------------------------------------------------------------
December 31, 2001
--------------------------------------------------------------------------------
Carrying value:
U.S. Treasury securities                             $ 11,133               $701
U.S. agency securities                                359,296                  -
--------------------------------------------------------------------------------
  Total book value                                   $370,429               $701
--------------------------------------------------------------------------------
Fair value:
U.S. Treasury securities                             $ 11,714               $738
U.S. agency securities                                361,139                  -
--------------------------------------------------------------------------------
  Total fair value                                   $372,853               $738
--------------------------------------------------------------------------------
Outstanding borrowings                               $370,695               $721
--------------------------------------------------------------------------------

         Additional information about federal funds purchased follows:

--------------------------------------------------------------------------------
(dollars in thousands)                                 2001               2000
--------------------------------------------------------------------------------
Average effective yield on December 31                  1.27%              6.28%
--------------------------------------------------------------------------------
Average for the year
  Effective yield                                       3.84%              6.49%
  Balance                                            $91,548           $192,672
--------------------------------------------------------------------------------
Maximum month-end outstanding                       $114,977           $366,253
--------------------------------------------------------------------------------

         Additional   information   about   securities  sold  under   repurchase
agreements follows:

--------------------------------------------------------------------------------
(dollars in thousands)                                2001                2000
--------------------------------------------------------------------------------
Average effective yield on December 31                   .68%              5.02%
--------------------------------------------------------------------------------
Average for the year
  Effective yield                                       2.67%              4.86%
  Balance                                           $396,664           $447,440
--------------------------------------------------------------------------------
Maximum month-end outstanding                       $435,319           $513,304
--------------------------------------------------------------------------------

         Under the Treasury Investment  Program,  temporary excess U.S. Treasury
receipts are loaned to participating  financial  institutions at 25 basis points
under the federal funds rate.  Repayment of these borrowed funds can be demanded
at any time.  The  Company  limited  its  participation  to $40  million and has
pledged  $45 million in  securities  as  collateral  for  borrowings  under this
program.

                              Page 43 of 73 Pages
<PAGE>
NOTE 11
EMPLOYEE BENEFIT PLANS
Retirement Plans
         Whitney has a  noncontributory  qualified  defined benefit pension plan
covering  substantially  all of its  employees.  The  benefits  are  based on an
employee's  total  years of service and his or her  highest  five-year  level of
compensation during the final ten years of employment. Contributions are made in
amounts  sufficient to meet funding  requirements  set forth in federal employee
benefit and tax laws plus such  additional  amounts as the Company may determine
to be appropriate.
         The following  table details the changes both in the actuarial  present
value of the pension  benefit  obligation and in the plan's assets for the years
ended  December 31, 2001 and 2000. The table also shows the funded status of the
plan at each year end and identifies  amounts recognized and unrecognized in the
Company's consolidated balance sheets.

--------------------------------------------------------------------------------
(dollars in thousands)                                2001                2000
--------------------------------------------------------------------------------
Benefit obligation, beginning of year              $ 74,706            $ 66,714
Service cost for benefits                             3,020               3,458
Interest cost on benefit obligation                   4,843               4,905
Net actuarial (gain) loss                            (1,117)              3,131
Benefits paid                                        (3,718)             (3,502)
--------------------------------------------------------------------------------
Benefit obligation, end of year                      77,734              74,706
--------------------------------------------------------------------------------
Plan assets at fair value, beginning of year        100,039             101,844
Actual return on plan assets                         (1,181)              2,005
Benefits paid                                        (3,718)             (3,502)
Plan expenses                                          (318)               (308)
--------------------------------------------------------------------------------
Plan assets at fair value, end of year               94,822             100,039
--------------------------------------------------------------------------------
Plan assets in excess of benefit obligation,
   end of year                                       17,088              25,333
Unrecognized net actuarial gains                    (10,065)            (19,453)
Unrecognized net implementation asset                  (689)             (1,094)
Unrecognized prior service cost resulting
     from plan amendments                              (956)             (1,080)
--------------------------------------------------------------------------------
Prepaid pension asset                              $  5,378            $  3,706
--------------------------------------------------------------------------------

         The Company recognized a net pension benefit in each of the three years
in the period ended December 31, 2001. The components of the net pension benefit
were as follows:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
(dollars in thousands)                                   2001          2000         1999
-----------------------------------------------------------------------------------------
<S>                                                   <C>           <C>          <C>
Service cost for benefits during the period           $ 3,020       $ 3,458      $ 3,756
Interest cost on benefit obligation                     4,843         4,905        4,535
Expected return on plan assets                         (7,857)       (8,002)      (7,677)
Amortization of:
     Unrecognized net actuarial gains                  (1,149)         (999)        (421)
     Unrecognized net implementation asset               (405)         (405)        (405)
     Unrecognized prior service cost                     (124)         (124)        (124)
-----------------------------------------------------------------------------------------
 Net pension benefit                                  $(1,672)      $(1,167)      $ (336)
-----------------------------------------------------------------------------------------
</TABLE>


                              Page 44 of 73 Pages
<PAGE>

         The  weighted-average  discount rate used in determining  the actuarial
present value of the pension  benefit  obligation  was 6.75% for 2001, 7.25% for
2000 and 7.50% for 1999. For all periods  presented,  the Company  assumed an 8%
expected  long-term rate of return on plan assets and an annual rate of increase
in future compensation levels of 4%.
         The  pension  plan held  214,800  shares  of  Whitney  common  stock at
December 31, 2001, and 219,800 shares at December 31, 2000 and 1999.
         Whitney also has a  nonqualified  defined  benefit  plan that  provides
retirement  benefits  to  designated  executive  officers.  These  benefits  are
calculated  using  the  qualified  plan's  formula,  but  without  applying  the
restrictions  imposed on qualified  plans by certain  provisions of the Internal
Revenue Code.  Benefits that become payable under the nonqualified plan would be
reduced by amounts paid from the  qualified  plan.  At December  31,  2001,  the
actuarial  present value of the excess  benefit  obligation was $3.8 million and
the recorded accrued pension liability was $3.0 million. The net pension expense
for the  excess  benefit  plan was  approximately  $.6  million  in 2001 and $.5
million in 2000 and 1999.
         Whitney  sponsors an employee  savings plan under Section 401(k) of the
Internal Revenue Code that covers substantially all full-time employees. Through
2000, the Company  annually  matched the savings of each participant up to 3% of
his or her compensation. Beginning in 2001, the matching percentage increased to
4%. Tax law imposes limits on total annual participant savings. Participants are
fully vested in their savings and in the matching  Company  contributions at all
times. The expense of the Company's matching contributions, including those made
by pooled  entities with comparable  plans,  was  approximately  $2.5 million in
2001, $1.9 million in 2000, and $1.7 million in 1999.

Health and Welfare Plans
         Whitney  maintains  health care and life  insurance  benefit  plans for
retirees and their eligible dependents.  Participant  contributions are required
under the health plan.  Beginning in 1999,  all health care benefits are covered
under contracts with health maintenance or preferred  provider  organizations or
insurance contracts. The Company recognizes the expected cost of providing these
postretirement  benefits during the period employees are actively  working.  The
Company funds its  obligations  under these plans as  contractual  payments come
due.
         The  net   postretirement   benefit   liability   reported  with  other
liabilities in the consolidated  balance sheets was $7.6 million at December 31,
2001 and $7.2  million at December 31,  2000.  The net  periodic  postretirement
benefit  expense was  approximately  $1.1 million for 2001, $.7 million for 2000
and $.6 million for 1999.  This expense  includes  components for the portion of
the expected benefit obligation  attributed to current service,  for interest on
the  accumulated  benefit  obligation,  and  for  amortization  of  unrecognized
actuarial  gains or losses.  No component was  individually  significant for any
period reported.
         For the actuarial calculation of its postretirement benefit obligations
at December 31, 2001, 2000 and 1999, the Company assumed annual health care cost
increases  beginning  at  11.00%,  7.20%  and  7.80%,  respectively,  with  each
decreasing  to a 5.00% rate over a four to six year  period.  Discount  rates of
6.75% in 2001,  7.25% in 2000 and  7.50% in 1999 were  used in  determining  the
present value of benefit obligations at the end of each period. A 1% rise in the
assumed  health care cost trend rates would  increase  the  accumulated  benefit
obligation by approximately $1.4 million and the periodic net benefit expense by
approximately  $200,000.  A 1% fall in these  trend  rates  would  decrease  the
accumulated  benefit  obligation  by $1.1  million and the  periodic net benefit
expense by $170,000.

                              Page 45 of 73 Pages
<PAGE>
NOTE 12
STOCK-BASED INCENTIVE COMPENSATION
         Whitney  maintains two incentive  compensation  plans that  incorporate
stock-based  compensation.  The  long-term  incentive  plan for key employees is
administered  by the  Compensation  Committee  of the  Board of  Directors.  The
Committee designates who will participate and authorizes the awarding of grants.
Under this plan,  participants  may receive  stock  options,  restricted  stock,
performance shares,  phantom shares and stock appreciation  rights. To date, the
Company has awarded only stock  options and  restricted  stock.  The Company may
issue up to 7% of its outstanding common shares in connection with the long-term
incentive plan awards. The directors'  compensation plan provides for the annual
award of common stock and stock options to each nonemployee director. Whitney is
authorized to issue 750,000 shares under this plan. At December 31, 2001, future
awards  covering the issuance of 740,617 shares could be made under the employee
plan and 731,800 shares under the directors' plan.
         The following schedule summarizes the common stock grants awarded under
these plans during 2001, 2000 and 1999:

------------------------------------------------------------------------------
(dollars in thousands)                             Initial         Market Value
                                                    Shares         of Award on
    Year      Plan                                 Awarded          Grant Date
------------------------------------------------------------------------------
    2001      Employee                              82,200             $3,436
              Director                               4,200                196
    2000      Employee                              78,500              2,909
              Director                               4,200                145
    1999      Employee                              88,750              3,609
              Director                               5,100                200
------------------------------------------------------------------------------

         Employees  forfeit  their shares if they  terminate  employment  within
three  years of the grant  date and they are  prohibited  from  transferring  or
otherwise disposing of the shares during this period. In addition,  the employee
grants are subject to adjustment based on the Company's performance, as measured
by its return on assets and return on equity  over the  restriction  period,  in
relation to that of a  designated  peer group.  The  ultimate  performance-based
awards can range from 0% to 200% of the  initial  grants.  All  restrictions  on
employee  shares  would  lapse  upon a change in  control  of the  Company.  The
directors'  shares are awarded without any significant  restrictions and are not
subject to future adjustment.
         The Company  initially  measures the compensation  expense related to a
stock grant as the market  value of the shares  awarded on the grant date.  This
expense is recognized ratably over the restriction  period, if any.  Adjustments
are made for  forfeitures as they occur.  The Company  periodically  re-measures
compensation  expense  for  performance-based  grants  for  changes  both in the
estimate of the  unrestricted  shares to which employees will ultimately  become
entitled and in the market value of Whitney's  stock.  Differences from previous
compensation  expense   measurements  are  recognized   prospectively  over  the
remaining  restriction  periods.  Compensation  expense  related to common stock
awards was $3.8 million in 2001, $2.5 million in 2000, and $3.5 million in 1999.

                               Pge 46 of 73 Pages
<PAGE>
         The following table summarizes stock option activity under the employee
long-term incentive plan and under the directors'  compensation plan for each of
the three years in the period ended  December 31, 2001.  The exercise  price for
all options is set at the market price on the grant date.  All options are fully
exercisable six months after the grant date and expire after ten years.

--------------------------------------------------------------------------------
                                      Employees              Directors
--------------------------------------------------------------------------------
                                           Weighted-               Weighted-
                                            Average                 Average
                                            Exercise                Exercise
                                  Number     Price        Number     Price
--------------------------------------------------------------------------------
Outstanding at
     December 31, 1998           518,013     $39.61       71,000      $36.84
     Options granted             164,750      40.66       17,000       50.88
     Options exercised           (18,101)     20.99            -           -
     Options forfeited           (36,250)     46.37            -           -
--------------------------------------------------------------------------------
Outstanding at
     December 31, 1999           628,412      40.16       88,000       37.31
     Options granted             206,125      37.19       14,000       34.44
     Options exercised            (7,101)     23.89            -           -
     Options forfeited           (39,250)     43.95            -           -
--------------------------------------------------------------------------------
Outstanding at
     December 31, 2000           788,186      39.35      102,000       36.92
     Options granted             223,875      41.80       14,000       46.68
     Options exercised           (51,430)     32.07       (1,000)      30.50
     Options forfeited           (13,000)     45.23            -           -
--------------------------------------------------------------------------------
Outstanding and exercisable at
     December 31, 2001           947,631     $40.23      115,000      $38.16
--------------------------------------------------------------------------------

         The following  table  summarizes  certain  information  about the stock
options outstanding under these plans at December 31, 2001:

--------------------------------------------------------------------------------
                                                 Weighted-            Weighted-
                           Number of              Average              Average
Range of                     Shares              Years to              Exercise
Exercise Prices           Under Option          Expiration              Price
--------------------------------------------------------------------------------
$13.22-$19.42                 11,759                1.2                   $18.02
$26.25-$28.88                108,488                3.1                    28.12
$30.00-$39.31                287,259                7.2                    35.09
$40.66-$46.88                513,875                7.8                    41.79
$50.88-$55.00                141,250                6.4                    54.50
--------------------------------------------------------------------------------
$13.22-$55.00              1,062,631                6.9                   $40.01
--------------------------------------------------------------------------------

         In connection  with the merger with Meritrust  Federal  Savings Bank in
1998, the Company  converted  options held by Meritrust  employees and directors
into options to acquire  93,283  shares of Whitney  stock at a  weighted-average
exercise price of $11.26.  Holders  exercised options for 13,380 shares in 2001,
8,928  shares in 2000 and  22,992  shares in 1999.  The  unexercised  options at
December  31,  2001 for  10,140  shares  had an  exercise  price of $23.30 and a
remaining life of five years.

                              Page 47 of 73 Pages
<PAGE>
         Upon its merger  with  First  Citizens  BancStock,  Inc.  in 1996,  the
Company  converted  options held by First Citizens  employees and directors into
options on 192,551  Whitney  shares with a  weighted-average  exercise  price of
$11.64. Holders exercised options for 11,310 shares in 2001 and 22,191 shares in
1999. No options remain unexercised at December 31, 2001.
         SFAS No. 123, "Accounting for Stock-Based  Compensation," established a
fair value based method of accounting for  stock-based  compensation,  including
the award of stock  options.  As  provided  for in SFAS No.  123,  however,  the
Company elected to continue to follow Accounting Principles Board Opinion No. 25
and related  interpretations  to measure  and  recognize  stock-based  incentive
compensation   expense.   Under  this  Opinion,   the  Company's  recognizes  no
compensation  expense  with respect to fixed  awards of stock  options.  Because
Whitney awards options with an exercise price equal to the stock's market price,
the  options  have no  intrinsic  value  on the  award  date,  which is also the
measurement date for compensation expense.
         SFAS No. 123 requires the following  disclosure of pro forma net income
and earnings per share  determined  as if the fair value method had been applied
in measuring and recognizing stock-based  compensation expense related to option
grants:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                            2001        2000         1999
-------------------------------------------------------------------------------------------------------
<S>                                                                   <C>         <C>          <C>
Net income                                                            $75,820     $72,842      $67,326
Pro forma stock-based compensation expense, net of tax                  2,055       1,602        1,514
-------------------------------------------------------------------------------------------------------
Pro forma net income                                                  $73,765     $71,240      $65,812
-------------------------------------------------------------------------------------------------------
Pro forma earnings per share
     Basic                                                              $2.80       $2.78        $2.54
     Diluted                                                             2.78        2.77         2.53
Weighted-average fair value of options granted during the year           9.59        8.14         9.52
-------------------------------------------------------------------------------------------------------
</TABLE>

         The fair values of the stock  options  were  estimated  as of the grant
dates  using  the  Black-Sholes  option-pricing  model.  The  Company  made  the
following  significant  assumptions in applying the option-pricing model: (a) an
expected  annualized  volatility  for Whitney's  common stock of 24.17% in 2001,
23.43% in 2000,  and 22.47% in 1999;  (b) an average  option life of seven years
before  exercise;  (c) an expected annual dividend yield of 3.64% in 2001, 4.20%
in 2000, and 3.60% in 1999; and (d) a  weighted-average  risk-free interest rate
of 5.28% in 2001, 6.30% in 2000, and 6.10% in 1999.

NOTE 13
REGULATORY MATTERS
Regulatory Capital Requirements
         Measures of regulatory capital are an important tool used by regulators
to monitor the financial health of insured financial  institutions.  The primary
quantitative  measures  used by  regulators  to gauge  capital  adequacy are the
ratios of Tier 1 and total regulatory  capital to  risk-weighted  assets and the
ratio of Tier 1 regulatory  capital to average total  assets,  also known as the
leverage ratio. The regulators  define the components and computation of each of
these ratios.  The minimum  capital ratios for both the Company and the Bank are
generally  4%  Tier 1  capital,  8%  total  capital  and 4%  leverage.  However,
regulators may set higher  capital  requirements  for an individual  institution
when particular circumstances warrant.
         To  evaluate  capital  adequacy,  regulators  compare an  institution's
regulatory  capital  ratios  with their  agency  guidelines  as well as with the
guidelines  established as part of the uniform  regulatory  framework for prompt
corrective  supervisory  action  toward  insured  institutions.  In  reaching an
overall   conclusion   on  capital   adequacy  or   assigning   an   appropriate
classification under the uniform framework,  regulators must also consider other
subjective and quantitative assessments of risk associated with the institution,
such as interest-rate  risk.  Regulators will take certain  mandatory as well as
possible additional  discretionary actions against institutions they judge to be
inadequately   capitalized.   These   actions   could   materially   impact  the
institution's financial position and results of operations.

                              Page 48 of 73 Pages
<PAGE>
         Under the  regulatory  framework  for  prompt  corrective  action,  the
capital levels of banks are categorized into one of five classifications ranging
from well  capitalized  to critically  under-capitalized.  For an institution to
qualify as well  capitalized,  its Tier 1 capital,  total  capital and  leverage
ratios must be at least 6%, 10% and 5%, respectively. Maintaining capital ratios
at the  well-capitalized  levels avoids certain  restrictions that, for example,
could impact the FDIC  insurance premium rate. As of December 31, 2001 and 2000,
the Bank was  categorized  as  well-capitalized,  and there  have been no events
since  December  31, 2001 that  management  believes  would cause this status to
change.
         The  actual   capital   amounts   and  ratios  and  the   minimum   and
well-capitalized  required  capital  amounts  for the  Company  and the Bank are
presented in the following tables:

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                             Actual                          Well-
December 31, 2001                                             Amount    Ratio       Minimum(a) Capitalized(b)
-------------------------------------------------------------------------------------------------------------
Total Capital (to Risk Weighted Assets):
<S>                                                         <C>            <C>        <C>           <C>
      Company                                               $668,057       13.09%     $408,198        (c)
      Whitney Bank                                           600,363       11.79       407,472      $509,340
-------------------------------------------------------------------------------------------------------------
Tier 1 Capital (to Risk Weighted Assets):
      Company                                                604,179       11.84       204,099        (c)
      Whitney Bank                                           536,597       10.54       203,736       305,604
-------------------------------------------------------------------------------------------------------------
Leverage (Tier 1 Capital to Average Assets):
      Company                                                604,179        8.72       277,245        (c)
      Whitney Bank                                           536,297        7.75       276,982       346,227
-------------------------------------------------------------------------------------------------------------
December 31, 2000
-------------------------------------------------------------------------------------------------------------
Total Capital (to Risk Weighted Assets):
      Company                                               $638,053       12.60%     $405,348        (c)
      Whitney Bank                                           578,513       11.42       405,177      $506,472
-------------------------------------------------------------------------------------------------------------
Tier 1 Capital (to Risk Weighted Assets):
      Company                                                577,036       11.40       202,674        (c)
      Whitney Bank                                           517,526       10.22       202,589       303,883
-------------------------------------------------------------------------------------------------------------
Leverage (Tier 1 Capital to Average Assets):
      Company                                                577,036        8.93       258,456        (c)
      Whitney Bank                                           517,526        8.02       258,057       322,571
-------------------------------------------------------------------------------------------------------------
<FN>
(a) Minimum capital required for capital adequacy purposes.
(b) Capital required for well-capitalized status.
(c) Not applicable.
</FN>
</TABLE>

Other Regulatory Matters
         Dividends  received from the Bank represent the primary source of funds
available  to the  Company  for the  declaration  and  payment of  dividends  to
Whitney's  shareholders.  There are various regulatory and statutory  provisions
that limit the amount of dividends  that the Bank may distribute to the Company.
During  2001,  the  Bank  received   regulatory  approval  to  pay  the  Company
approximately  $81 million in dividends in excess of these limits.  As a result,
the  Bank  will be  required  to seek  continuing  approval  to  declare  future
dividends until its reestablishes dividend capacity under those provisions. This
is not expected to impair the  Company's  ability to declare  regular  quarterly
dividends.
         Under current Federal Reserve  regulations,  the Bank is limited in the
amounts  it may lend to the  Company  to a  maximum  of 10% of its  capital  and
surplus,  as defined in the regulations.  Any such loans must be  collateralized
from  100% to  130%  of the  loan  amount,  depending  upon  the  nature  of the
underlying  collateral.  The Bank made no loans to the  Company  during 2001 and
2000.

                              Page 49 of 73 Pages
<PAGE>
         Banks   are   required   to   maintain   currency   and   coin   or   a
noninterest-bearing  balance  with  the  Federal  Reserve  Bank to meet  reserve
requirements based on a percentage of deposits. During 2001 as in 2000, the Bank
covered its reserve maintenance requirement with balances of coin and currency.

NOTE 14
OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS
         To meet the financing needs of its customers, the Bank issues financial
instruments which represent  conditional  obligations that are not recognized on
the consolidated balance sheets. These financial instruments include commitments
to extend  credit  under loan  facilities  and  letters  of credit  and  similar
financial  guarantees.  Such  instruments  expose the Bank to varying degrees of
credit and interest rate risk in much the same way as funded loans.
         Commitments  under loan  facilities,  including credit card and related
lines,  obligate  the  Bank to make  loans to  customers  as long as there is no
violation of the conditions established in the underlying contracts. Commitments
generally  have fixed  expiration  dates or other  termination  clauses  and may
require payment of a fee. Letters of credit and similar financial guarantees are
agreements that obligate the Bank to fulfill a customer's financial  commitments
to a third party if the  customer is unable to  perform.  The Bank issues  these
conditional agreements primarily to support commercial trade.
         The Bank's exposure to credit losses from these  financial  instruments
is  represented  by their  contractual  amounts.  Because loan  commitments  and
financial  guarantees  may, and many times do, expire  without being drawn upon,
however,  the  contractual  amounts  do  not  represent  actual  future  funding
requirements.  The Bank  follows  its  standard  credit  policies in making loan
commitments and financial guarantees. The amount of collateral, if any, that the
Bank requires to support a loan commitment is based on the credit  evaluation of
the  borrower.   The  collateral  required  may  include  accounts   receivable,
inventory,  property,  plant  and  equipment,  and  income-producing  commercial
property.  The Bank holds marketable securities as collateral to support letters
of credit and similar financial guarantees when it is deemed necessary.
         The  Company  has  had  no  investments  in  financial  instruments  or
agreements whose value is linked to or derived from changes in the value of some
underlying  asset or index.  Such  instruments  or agreements  include  futures,
forward  contracts,  option contracts,  interest-rate  swap agreements and other
financial arrangements with similar characteristics and are commonly referred to
as derivatives.
         A summary of off-balance-sheet financial instruments follows:

                                                December 31
--------------------------------------------------------------------
(dollars in thousands)                       2001           2000
--------------------------------------------------------------------
Commitments to extend credit              $1,305,091     $1,230,808
Letters of credit and similar financial
  guarantees written                         161,525        138,569
Credit card and related lines                303,262        268,868
--------------------------------------------------------------------


NOTE 15
ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
         SFAS No. 107, "Disclosures about Fair Value of Financial  Instruments,"
requires the  disclosure of estimated fair value  information  about certain on-
and off-balance-sheet  financial instruments where it is practicable to estimate
those values. If quoted market prices are not available,  which is true for many
of  Whitney's  financial  instruments,  the Company  estimates  fair value using
present value or other valuation  techniques.  The assumptions  used in applying
these  techniques,  such as those  concerning  appropriate  discount  rates  and
estimates of future cash flows, require considerable  judgment and significantly
affect the resulting  fair value  estimates.  In addition,  no value estimate is
assigned to future business  opportunities from long-term customer relationships
underlying certain financial  instruments.  Accordingly,  the derived fair value
estimates  may not  indicate the amount the Company  could  realize in a current
settlement of the financial instruments.  Reasonable comparability of fair value
estimates  between  financial  institutions  may not be possible due to the wide
range of permitted valuation techniques and numerous assumptions  involved.  The
aggregate  fair  value  amounts  presented  do not,  and are  not  intended  to,
represent an aggregate measure of the underlying fair value of the Company.

                              Page 50 0f 73 Pages
<PAGE>

         The  following  significant  methods and  assumptions  were used by the
Company to estimate the fair value of financial instruments:
         Cash and short-term  investments - The carrying  amount is a reasonable
estimate of the fair value of cash and due from financial institutions,  federal
funds sold and short-term investments.
         Investment  in  securities  - Fair  values of  securities  are based on
quoted market prices obtained from independent pricing services.
         Loans - Loans with no significant  change in credit risk and with rates
that are repriced in  coordination  with movements in market rates are valued at
carrying  amounts.  The fair values of other loans are estimated by  discounting
scheduled cash flows to maturity using current rates at which loans with similar
terms  would  be  made to  borrowers  of  similar  credit  quality.  Appropriate
adjustments are made to reflect probable credit losses.
         Deposits  - SFAS  No.  107  requires  that  deposits  without  a stated
maturity,  such as  noninterest-bearing  demand deposits,  NOW account deposits,
money market deposits and savings deposits, be assigned fair values equal to the
amounts payable upon demand (carrying amounts).  Deposits with a stated maturity
were  valued  by  discounting  contractual  cash  flows  using a  discount  rate
approximating current market rates for deposits of similar remaining maturity.
         Short-term  borrowings -  Short-term  borrowings  are valued  fairly at
their carrying amounts.
         Off-balance-sheet  financial instruments - Off-balance-sheet  financial
instruments  include  commitments to extend credit,  letters of credit and other
financial  guarantees.  The fair values of such instruments were estimated using
fees  currently  charged for similar  arrangements  in the market,  adjusted for
changes in terms and credit risk as  appropriate.  The estimated  fair values of
these instruments are not material.
         The  estimated  fair  values  of the  Company's  financial  instruments
follow:

<TABLE>
<CAPTION>
                                                       December 31, 2001             December 31, 2000
------------------------------------------------------------------------------------------------------------
                                                      Carrying         Fair         Carrying         Fair
(dollars in thousands)                                 Amount          Value         Amount          Value
------------------------------------------------------------------------------------------------------------
ASSETS:
<S>                                                 <C>            <C>            <C>            <C>
Cash and short-term investments                     $  766,420     $  766,420     $  288,391     $  288,391
Investment in securities                             1,632,340      1,636,239      1,462,189      1,456,301
Loans, net                                           4,482,905      4,542,506      4,540,475      4,537,864
LIABILITIES:
Deposits                                             5,950,160      5,964,834      5,332,474      5,339,202
Short-term borrowings                                  511,517        511,517        586,477        586,477
------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 16
CONTINGENCIES
         The  Company  and  its   subsidiaries  are  parties  to  various  legal
proceedings arising in the ordinary course of business.  After reviewing pending
and threatened actions with legal counsel, management believes that the ultimate
resolution  of these  actions will not have a material  effect on the  Company's
financial condition or results of operations.

                              Page 51 of 73 Pages
<PAGE>
NOTE 17
STOCK REPURCHASE PROGRAM
         In 1999 the Board of Directors  authorized the Company to repurchase up
to one million shares,  or approximately  4.3%, of its common stock. The Company
completed the  repurchase  program in 1999,  purchasing  one million shares at a
weighted-average  price of $38.74 per  share,  or a total of  approximately  $39
million. No such programs were in effect during 2001 or 2000.

NOTE 18
OTHER NONINTEREST INCOME
         The components of other noninterest income were as follows:
<TABLE>
<CAPTION>
                                                                         Years Ended December 31
------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                2001         2000          1999
------------------------------------------------------------------------------------------------------
<S>                                                                 <C>          <C>           <C>
ATM fees                                                            $4,281       $4,089        $3,862
Investment services income                                           3,906        2,681         1,550
International services income                                        2,371        2,138         2,052
Other fees and charges                                               2,658        2,532         2,090
Other operating income                                               2,785        2,978         1,661
Net gains on sales and other dispositions of foreclosed assets       1,963        1,714         1,248
Net gains on sales of surplus property                               3,274        1,153         2,262
Gain on sale of merchant processing agreements                       3,570            -             -
------------------------------------------------------------------------------------------------------
     Total                                                         $24,808      $17,285       $14,725
------------------------------------------------------------------------------------------------------
</TABLE>


NOTE 19
OTHER NONINTEREST EXPENSE
         The components of other noninterest expense were as follows:
<TABLE>
<CAPTION>
                                                                         Years Ended December 31
------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                2001          2000         1999
------------------------------------------------------------------------------------------------------
<S>                                                                 <C>           <C>          <C>
Security and other outsourced services                              $7,792        $6,830       $6,188
Stationery and supplies                                              4,315         4,169        4,635
Advertising                                                          4,443         3,519        2,422
Deposit insurance and regulatory fees                                1,936         1,740        1,493
Miscellaneous operating losses                                       2,544         1,738        1,273
Other operating expense                                             12,542        12,610       12,707
------------------------------------------------------------------------------------------------------
    Total                                                          $33,572       $30,606      $28,718
------------------------------------------------------------------------------------------------------
</TABLE>


                              Page 52 of 73 Pages


<PAGE>
NOTE 20
INCOME TAXES
         The components of income tax expense (benefit) follow:
<TABLE>
<CAPTION>
                                                                     Years Ended December 31
--------------------------------------------------------------------------------------------------
(dollars in thousands)                                             2001         2000         1999
--------------------------------------------------------------------------------------------------
Included in net income
  Current
<S>                                                             <C>          <C>          <C>
    Federal                                                     $41,063      $37,886      $31,541
    State                                                         1,137          544          762
--------------------------------------------------------------------------------------------------
      Total current                                              42,200       38,430       32,303
--------------------------------------------------------------------------------------------------
  Deferred
    Federal                                                      (5,567)      (5,059)      (1,893)
    State                                                           (52)         118          (46)
--------------------------------------------------------------------------------------------------
      Total deferred                                             (5,619)      (4,941)      (1,939)
--------------------------------------------------------------------------------------------------
      Total                                                     $36,581      $33,489      $30,364
--------------------------------------------------------------------------------------------------
Included in shareholders' equity
  Deferred tax expense (benefit) related to the change
    in the net unrealized gain (loss) on securities              $4,581       $3,745      $(3,383)
  Current tax benefit related to nonqualified stock
    options and restricted stock                                   (512)         (28)        (383)
--------------------------------------------------------------------------------------------------
      Total                                                      $4,069       $3,717      $(3,766)
--------------------------------------------------------------------------------------------------
</TABLE>

         Income tax expense was different from the amounts  computed by applying
the statutory federal income tax rates to pretax income as follows:
<TABLE>
<CAPTION>
                                                                    Years Ended December 31
--------------------------------------------------------------------------------------------------
(in percentages)                                                   2001         2000         1999
--------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>          <C>
Federal income tax expense                                       35.00%       35.00%       35.00%
Increase (decrease) resulting from
    Tax exempt income                                            (2.74)       (3.08)       (3.54)
    Subchapter S election and termination                         (.84)       (1.35)       (1.20)
    Nondeductible merger-related expenses                          .17            -            -
    State income tax and miscellaneous items                       .96          .93          .82
--------------------------------------------------------------------------------------------------
Effective tax rate                                               32.55%       31.50%       31.08%
--------------------------------------------------------------------------------------------------
</TABLE>

                              Page 53 of 73 Pages

<PAGE>
         Temporary  differences  arise  between  the  tax  bases  of  assets  or
liabilities and their reported amounts in the financial statements. The expected
tax effects  when these  differences  are  resolved  are  recorded  currently as
deferred tax assets or  liabilities.  The components of the net deferred  income
tax asset, which is included in other assets on the consolidated balance sheets,
follow:

<TABLE>
<CAPTION>
                                                                               December 31
-------------------------------------------------------------------------------------------------
(dollars in thousands)                                                       2001           2000
-------------------------------------------------------------------------------------------------
Deferred tax assets:
<S>                                                                       <C>            <C>
  Reserves for losses on loans and foreclosed assets                      $24,473        $19,747
  Employee benefit plan liabilities                                         6,146          5,162
  Net operating loss carryforward                                           2,820          2,056
  Unrecognized interest income                                              1,897          1,343
  Other                                                                     2,103          2,009
-------------------------------------------------------------------------------------------------
  Total deferred tax assets                                                37,439         30,317
-------------------------------------------------------------------------------------------------
Deferred tax liabilities:
  Accumulated depreciation and amortization                                 9,261          8,347
  Net unrealized gain on securities                                         5,444            863
  Other                                                                     2,267          1,307
-------------------------------------------------------------------------------------------------
  Total deferred tax liabilities                                           16,972         10,517
-------------------------------------------------------------------------------------------------
  Net deferred tax asset                                                  $20,467        $19,800
-------------------------------------------------------------------------------------------------
</TABLE>

         The change in the net  deferred  tax asset  during  2001  includes  the
impact of the  addition  of  deferred  tax assets and  liabilities  of  acquired
companies. This component of the overall change is not reflected in the deferred
tax provisions for 2001.
         At December 31, 2001, the Company had  approximately  $8 million in net
operating loss carryforwards  generated by acquired entities.  Substantially all
of the carryforwards expire by 2020.
         Before its  acquisition  by Whitney in January 2001,  American Bank had
elected to be taxed under  Subchapter S of the Internal Revenue Code. Under this
election,  American  was not  subject to income tax at the  corporate  level and
reported no income tax expense;  rather,  its  shareholders  were taxed on their
proportionate shares of corporate taxable income. The acquisition by the Company
terminated the  Subchapter S election,  and income tax expense has been provided
for American earnings subsequent to that date. In addition, the Company recorded
a net  deferred  tax  asset,  and  a  corresponding  deferred  tax  benefit,  of
approximately  $1 million in 2001 to reflect  the  expected  tax  effects of the
resolution  of  temporary  differences  that had  accumulated  in American  Bank
through  the  termination  date.  The impact of the  Subchapter  S election  and
subsequent termination on Whitney's effective tax rate is shown above.

                              Page 54 of 73 Pages
<PAGE>
NOTE 21
EARNINGS PER SHARE
         The components used to calculate  basic and diluted  earnings per share
are as follows:

<TABLE>
<CAPTION>
                                                                  Years Ended December 31
-------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                 2001           2000           1999
-------------------------------------------------------------------------------------------------
Numerator:
<S>                                                        <C>            <C>            <C>
    Net income                                             $75,820        $72,842        $67,326
    Effect of dilutive securities                                -              -              -
-------------------------------------------------------------------------------------------------
    Numerator for diluted earnings per share               $75,820        $72,842        $67,326
-------------------------------------------------------------------------------------------------
Denominator:
    Weighted-average shares outstanding                 26,367,149     25,650,656     25,888,798
    Effect of dilutive stock options                       190,216         61,810         77,434
-------------------------------------------------------------------------------------------------
    Denominator for diluted earnings per share          26,557,365     25,712,466     25,966,232
-------------------------------------------------------------------------------------------------
Earnings per share:
    Basic                                                    $2.88          $2.84          $2.60
    Diluted                                                   2.85           2.83           2.59
-------------------------------------------------------------------------------------------------
Antidilutive stock options                                 343,205        581,226        458,421
-------------------------------------------------------------------------------------------------
</TABLE>


NOTE 22
PARENT COMPANY FINANCIAL STATEMENTS
     The following financial statements are for the parent company only. For the
statement of cash flows, cash and cash equivalents  include  noninterest-bearing
and interest-bearing deposits in banking subsidiaries.

<TABLE>
<CAPTION>
BALANCE SHEETS                                                                  December 31
----------------------------------------------------------------------------------------------------
(dollars in thousands)                                                        2001             2000
----------------------------------------------------------------------------------------------------
ASSETS
<S>                                                                       <C>              <C>
  Investment in banking subsidiaries                                      $570,308         $606,277
  Other investments in subsidiaries                                         82,206            3,035
  Interest-bearing deposits in banking subsidiaries                         62,830           54,430
  Dividends receivable                                                      10,572            8,407
  Other assets                                                               7,245            6,155
----------------------------------------------------------------------------------------------------
    Total assets                                                          $733,161         $678,304
----------------------------------------------------------------------------------------------------
LIABILITIES
  Dividends payable                                                        $10,572          $ 8,574
  Other liabilities                                                          4,701            3,966
----------------------------------------------------------------------------------------------------
    Total liabilities                                                       15,273           12,540
SHAREHOLDERS' EQUITY                                                       717,888          665,764
----------------------------------------------------------------------------------------------------
    Total liabilities and shareholders' equity                            $733,161         $678,304
----------------------------------------------------------------------------------------------------
</TABLE>


                              Page 55 of 73 Pages

<PAGE>

<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS                                             Years Ended December 31
----------------------------------------------------------------------------------------------------
(dollars in thousands)                                           2001           2000           1999
----------------------------------------------------------------------------------------------------
<S>                                                          <C>             <C>            <C>
Dividend income from banking subsidiaries                    $162,597        $62,982        $88,861
Equity in undistributed earnings of subsidiaries
  Banks                                                       (88,166)         8,814        (22,774)
  Nonbanks                                                        100            188            154
Other income (expense), net                                     1,289            858          1,085
----------------------------------------------------------------------------------------------------
NET INCOME                                                    $75,820        $72,842        $67,326
----------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS                                             Years Ended December 31
----------------------------------------------------------------------------------------------------
(dollars in thousands)                                           2001           2000           1999
----------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                           <C>            <C>            <C>
Net income                                                    $75,820        $72,842        $67,326
Adjustments to reconcile net income to net cash
    provided by operating activities:
    Equity in undistributed earnings of subsidiaries           88,066         (9,002)        22,620
    Increase in dividends receivable                           (2,165)          (957)           (66)
    Other, net                                                     48            409            171
----------------------------------------------------------------------------------------------------
  Net cash provided by operating activities                   161,769         63,292         90,051
----------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Investment in and advances to subsidiaries                 (119,395)       (58,069)          (753)
  Other, net                                                      376            105           (115)
----------------------------------------------------------------------------------------------------
  Net cash used in investing activities                      (119,019)       (57,964)          (868)
----------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Cash dividends                                              (38,598)       (32,399)       (30,295)
  Proceeds from issuance of stock                               5,096          3,316          3,354
  Purchases of stock                                             (847)        (1,705)       (40,008)
----------------------------------------------------------------------------------------------------
  Net cash used in financing activities                       (34,349)       (30,788)       (66,949)
----------------------------------------------------------------------------------------------------
  Increase in cash and cash equivalents                         8,401        (25,460)        22,234
  Cash and cash equivalents at beginning of year               54,485         79,945         57,711
----------------------------------------------------------------------------------------------------
  Cash and cash equivalents at end of year                    $62,886        $54,485        $79,945
----------------------------------------------------------------------------------------------------
</TABLE>

         As is discussed in Note 3, Whitney  Holding  Corporation  issued common
stock  with a value of $22  million in  connection  with its  purchase  of First
Ascension Bancorp, Inc. in November 2000.

                              Page 56 of 73 Pages
<PAGE>
          MANAGEMENT'S REPORT ON RESPONSIBILITY FOR FINANCIAL REPORTING

     The  management  of Whitney  Holding  Corporation  is  responsible  for the
preparation  of the  financial  statements,  related  financial  data and  other
information  in this annual  report.  The financial  statements  are prepared in
accordance  with generally  accepted  accounting  principles and include amounts
based on  management's  estimates and judgements  where  appropriate.  Financial
information  appearing  throughout this annual report is consistent with that in
the financial statements.
     The Company's  financial  statements  have been audited by Arthur  Andersen
LLP,  independent  public  accountants.  Management has made available to Arthur
Andersen LLP all of the Company's financial records and related data, as well as
the minutes of shareholders' and directors'  meetings.  Furthermore,  management
believes  that all  representations  made to  Arthur  Andersen  LLP  during  the
Company's audit were valid and appropriate.
     Management  of the  Company  has  established  and  maintains  a system  of
internal  control that  provides  reasonable  assurance as to the  integrity and
reliability  of  the  financial  statements,   the  protection  of  assets  from
unauthorized use or disposition,  and the prevention and detection of fraudulent
financial  reporting.  The system of internal  control  provides for appropriate
division of  responsibility,  is documented by written  policies and  procedures
that are  communicated  to employees  with  significant  roles in the  financial
reporting process, and is updated as necessary.  Management continually monitors
the  system  of  internal  control  for  compliance.  The  Company  maintains  a
professional   staff  of  internal   auditors  who   independently   assess  the
effectiveness of internal controls and recommend  possible system  improvements.
As part of their  audit  of the  Company's  2001  financial  statements,  Arthur
Andersen LLP considered the Company's  system of internal  control to the extent
they deemed necessary to determine the nature,  timing and extent of their audit
tests.  Management has considered the  recommendations  of the internal auditors
and Arthur Andersen LLP concerning the Company's  system of internal control and
has taken actions that it believes are  cost-effective  in the  circumstances to
respond appropriately to these recommendations.  Management believes that, as of
December  31,  2001,  the  Company's  system of internal  control is adequate to
accomplish the objectives discussed above.

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO THE SHAREHOLDERS
AND BOARD OF DIRECTORS OF
WHITNEY HOLDING CORPORATION:

         We have  audited the  consolidated  balance  sheets of Whitney  Holding
Corporation (a Louisiana  corporation)  and subsidiaries as of December 31, 2001
and 2000 and the  related  consolidated  statements  of  operations,  changes in
shareholders'  equity and cash  flows for each of the three  years in the period
ended December 31, 2001. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.
         We conducted our audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  We believe that our audits provide a reasonable  basis
for our opinion.
         In our opinion,  the  financial  statements  referred to above  present
fairly,  in all material  respects,  the financial  position of Whitney  Holding
Corporation  and  subsidiaries  as of  December  31,  2001  and  2000,  and  the
consolidated  results of their  operations  and cash flows for each of the three
years in the period ended  December  31, 2001,  in  conformity  with  accounting
principles generally accepted in the United States.
         As discussed in Note 2 to the consolidated  financial  statements,  the
Company adopted  Statement of Financial  Accounting  Standards No. 133 effective
January 1, 2001.

                                                             ARTHUR ANDERSEN LLP
New Orleans, Louisiana
January 16, 2002

                              Page 57 of 73 Pages
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF QUARTERLY FINANCIAL INFORMATION
-------------------------------------------------------------------------------------------------------------------
                                                                                2001 Quarters
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                   4th             3rd           2nd            1st
-------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>             <C>           <C>            <C>
Net interest income                                           $72,652         $70,939       $68,266        $67,939
Net interest income (TE)                                       73,944          72,258        69,628         69,331
Provision for possible loan losses                              6,500           8,000         2,500          2,500
Noninterest income (excluding securities transactions) (a)     20,282          25,002        21,816         23,944
Securities transactions                                            96               -            32             37
Noninterest expense (b)                                        56,644          58,866        60,720         62,874
Income tax expense                                             10,090           9,719         8,792          7,980
-------------------------------------------------------------------------------------------------------------------
Net income (c)                                                $19,796         $19,356       $18,102        $18,566
-------------------------------------------------------------------------------------------------------------------
Average balances
    Total assets                                           $7,034,722      $6,825,004    $6,813,065     $6,649,303
    Earning assets                                          6,503,952       6,306,997     6,290,430      6,108,016
    Loans                                                   4,539,401       4,488,933     4,503,302      4,531,536
    Deposits                                                5,726,667       5,548,850     5,548,425      5,366,320
    Shareholders' equity                                      725,826         702,134       689,272        674,556
-------------------------------------------------------------------------------------------------------------------
Ratios
    Return on average assets                                     1.12%           1.13%         1.07%          1.13%
    Return on average equity                                    10.82           10.94         10.53          11.16
    Net interest margin                                          4.52            4.56          4.43           4.58
-------------------------------------------------------------------------------------------------------------------
Earnings per share
    Basic                                                        $.75            $.73          $.69           $.71
    Diluted                                                       .74             .72           .69            .70
Cash dividends per share                                          .40             .38           .38            .38
Trading data (d)
    High closing price                                         $46.90          $48.84        $46.90         $41.38
    Low closing price                                           39.26           40.26         38.51          36.00
    End-of-period closing price                                 43.85           43.00         46.90          39.56
    Trading volume                                          2,125,244       2,153,501     2,731,612      2,299,875
-------------------------------------------------------------------------------------------------------------------
                                                                                2000 Quarters
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                   4th             3rd           2nd            1st
-------------------------------------------------------------------------------------------------------------------
Net interest income                                           $68,387         $67,114       $66,948        $64,631
Net interest income (TE)                                       69,827          68,563        68,470         66,316
Provision for possible loan losses                              4,898           2,598         2,597          2,597
Noninterest income (excluding securities transactions)         19,663          18,703        18,031         17,873
Securities transactions                                           850             (13)            -             13
Noninterest expense (b)                                        58,107          55,929        55,490         53,653
Income tax expense                                              8,470           8,379         8,433          8,207
-------------------------------------------------------------------------------------------------------------------
Net income (c)                                                $17,425         $18,898       $18,459        $18,060
-------------------------------------------------------------------------------------------------------------------
Average balances
    Total assets                                           $6,548,409      $6,397,590    $6,209,152     $5,968,830
    Earning assets                                          6,028,512       5,888,185     5,694,479      5,469,730
    Loans                                                   4,511,194       4,320,926     4,134,891      3,971,271
    Deposits                                                5,093,451       4,914,591     4,930,712      4,768,396
    Shareholders' equity                                      651,614         623,932       611,714        603,669
-------------------------------------------------------------------------------------------------------------------
Ratios
    Return on average assets                                     1.06%           1.18%         1.20%          1.22%
    Return on average equity                                    10.64           12.05         12.14          12.03
    Net interest margin                                          4.62            4.64          4.83           4.87
-------------------------------------------------------------------------------------------------------------------
Earnings per share
    Basic                                                        $.67            $.74          $.72           $.71
    Diluted                                                       .67             .74           .72            .71
Cash dividends per share                                          .36             .36           .36            .36
Trading data (d)
    High closing price                                         $41.69          $37.19        $39.13         $36.66
    Low closing price                                           33.13           33.38         31.75          31.50
    End-of-period closing price                                 36.31           36.31         34.19          32.63
    Trading volume                                          1,891,381       1,306,004     1,609,130      2,237,876
-------------------------------------------------------------------------------------------------------------------
<FN>
(a) Merger-related noninterest income was $1,087 in the first quarter of 2001.
(b) Merger-related noninterest expense was $648, $626 and $4,912, respectively, in the fourth,
    second  and  first quarters of 2001, and $1,102 in 2000's fourth quarter.
(c) Merger-related items reduced net income by $421, $409 and $1,700, respectivley,  in the fourth,
    second  and first quarters of 2001, and $716 in 2000's fourth quarter.
(d) All closing prices represent closing sales prices as reported on The Nasdaq Stock Market.
</FN>
</TABLE>
                              Page 58 of 73 Pages

<PAGE>
Item 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.
                                    PART III

Item 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         The names, ages and positions of the Company's  directors and executive
officers are listed below with their  business  experience  during the past five
years.
<TABLE>
<CAPTION>
                                                                                Director         Term
Name and Age                        Principal Occupation                        Since            Expires
-----------                         --------------------                        --------         -------
<S>                                 <C>                                         <C>              <C>
Robert C. Baird, Jr., 51            Executive Vice President of                 N/A              N/A
                                    the Company and Whitney
                                    National Bank since 1995

Guy C. Billups, Jr., 74             Former Chairman of the Board                1997             2002
                                    of Merchants Bancshares, Inc. and
                                    Merchants Bank & Trust Company,
                                    retired 1997; Director, Billups
                                    Plantation, Inc. (farming)

Harry J. Blumenthal, Jr., 56        President, Blumenthal                       1993             2004
                                    Print Works, Inc.
                                    (textiles manufacturing)

Joel B. Bullard, Jr., 51            President, Joe Bullard                      1994             2004
                                    Automotive Companies
                                    (automotive sales and service)

James M. Cain, 68                   Former Vice Chairman, Entergy               1987             2002
                                    Corp. (utility holding company);
                                    former Chairman of the Board,
                                    Chief Executive Officer and
                                    President, Louisiana Power and
                                    Light Company (electric utility);
                                    former Director, Chief Executive
                                    Officer and President, New
                                    Orleans Public Service, Inc.,
                                    retired 1993

Thomas L. Callicutt, Jr., 54        Executive Vice President and Chief          N/A              N/A
                                    Financial Officer of the Company and
                                    Whitney National Bank since 1999 and
                                    Treasurer of the Company since 2001; Senior
                                    Vice President and Comptroller of Whitney
                                    National Bank from 1998 to 1999; former
                                    Executive Vice President, Controller and
                                    Principal Accounting Officer, First
                                    Commerce Corporation, a $9 billion asset
                                    bank holding company, from 1996 to 1998,
                                    and Senior Vice President, Controller
                                    and Principal Accounting Officer from
                                    1987 to 1996

</TABLE>

                              Page 59 of 73 Pages
<PAGE>
<TABLE>
<CAPTION>
                                                                                Director         Term
Name and Age                        Principal Occupation                        Since            Expires
-----------                         --------------------                        --------         -------
<S>                                 <C>                                         <C>              <C>

Rodney D. Chard, 59                 Executive Vice President                    N/A              N/A
                                    of the Company and Whitney
                                    National Bank since 1996

Angus R. Cooper II, 59              Chairman and Chief Executive                1994             2004
                                    Officer, Cooper/T. Smith Corp.
                                    (shipping service company);
                                    Director, Friede Goldman Halter, Inc.

Richard B. Crowell, 63              Attorney, Crowell & Owens;                  1983             2002
                                    Director, CLECO

G. Blair Ferguson, 58               Executive Vice President                    N/A              N/A
                                    of the Company and Whitney
                                    National Bank since 1993

William A. Hines, 65                Chairman of the Board,                      1986             2006
                                    Nassau Holding Corporation
                                    (holding company of entities
                                    in the oil field service industry)

John C. Hope III, 52                Executive Vice President                    N/A              N/A
                                    of the Company since 1994 and
                                    Whitney National Bank since 1998

John J. Kelly, 67                   Chairman, Louisiana Technology              1986             2005
                                    Council; former President, Textron
                                    Marine and Land Systems (designs
                                    and builds advanced technology
                                    vehicles and craft), retired 1999

E. James Kock, Jr., 73              Former President, Bowie Lumber              1965             2003
                                    Associates, Downmans Associates,
                                    Jeanerette Lumber & Shingle Co.,
                                    Ltd. and White Castle Lumber &
                                    Shingle Co., Ltd. (land and
                                    timber holdings, and investments),
                                    retired 1993

Alfred S. Lippman, 63               Managing Member,                            1996             2006
                                    Lippman & Mahfouz, L.L.C.
                                    Attorneys at Law

William L. Marks, 58                Chairman of the Board and                   1990             2005
                                    Chief Executive Officer of
                                    the Company and Whitney
                                    National Bank since 1990

R. King Milling, 61                 President of the Company                    1979             2003
                                    and Whitney National Bank
                                    since 1984
</TABLE>

                              Page 60 of 73 Pages
<PAGE>
<TABLE>
<CAPTION>
                                                                                Director         Term
Name and Age                        Principal Occupation                        Since            Expires
-----------                         --------------------                        --------         -------
<S>                                 <C>                                         <C>              <C>
Eric J. Nickelsen, 57               Real estate developer and                   2000             2005
                                    part owner, John S. Carr &
                                    Company, Inc. (January 1998
                                    to present);  former Chairman
                                    of the Board, Chief Executive
                                    Officer and President, Barnett
                                    Bank of West Florida (December
                                    1993 to January 1998)

John G. Phillips, 79                Former Chairman of the Board                1972             2003
                                    and Chief Executive Officer, The
                                    Louisiana Land and Exploration
                                    Company (oil and gas exploration
                                    and production), retired 1985

John K. Roberts, Jr., 65            Former Chairman of the Board,               1985             2002
                                    Pan-American Life Insurance
                                    Company (markets and services
                                    life, health and retirement insurance),
                                    retired 2000

Carroll W. Suggs, 63                Former Chairman, Chief Executive            1996             2006
                                    Officer and President,
                                    Petroleum Helicopters, Inc.,
                                    retired 2001; Director,
                                    GlobalSantaFe Corporation (formed
                                    through the merger of Global Marine, Inc.
                                    and Santa Fe International Corporation)
</TABLE>

         In  further  response  to this  Item  10,  registrant  incorporates  by
reference the section  entitled  "Section 16(a) Beneficial  Ownership  Reporting
Compliance" of its Proxy Statement dated March 15, 2002.

                              Page 61 of 73 Pages
<PAGE>
Item 11: EXECUTIVE COMPENSATION

         In response to this item,  registrant  incorporates  by  reference  the
section  entitled  "Executive  Compensation"   of   its  Proxy  Statement  dated
March 15, 2002.

Item 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         In response to this item,  registrant  incorporates  by  reference  the
sections  entitled  "Voting  Securities and Principal  Holders" and  "Beneficial
Ownership  of  Directors  and  Management  and Other  Information"  of its Proxy
Statement dated March 15, 2002.

Item 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         In response to this item,  registrant  incorporates  by  reference  the
section entitled  "Certain  Transactions" of its Proxy Statement dated March 15,
2002.

                                     PART IV

Item 14: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)(1)The   following    consolidated    financial    statements    and
               supplementary  data  of the  Company  and  its  subsidiaries  are
               included in Part II Item 8 herein:
<TABLE>
<CAPTION>
                                                                                                      Page Number
                                                                                                      -----------
               <S>                                                                                             <C>
               Consolidated Balance Sheets --
                 December 31, 2001 and 2000                                                                    28

               Consolidated Statements of Operations --
                 Years Ended December 31, 2001, 2000 and 1999                                                  29

               Consolidated Statements of Changes in Shareholders' Equity --
                 Years Ended December 31, 2001, 2000 and 1999                                                  30

               Consolidated Statements of Cash Flows --
                 Years Ended December 31, 2001, 2000 and 1999                                                  31

               Notes to Consolidated Financial Statements                                                      32

               Report of Independent Public Accountants                                                        57

               Summary of Quarterly Financial Information                                                      58
</TABLE>

         (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.

                              Page 62 of 73 Pages
<PAGE>


         (a)(3) Exhibits:

         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.

               Ms. 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
               E-mail: investor.relations@whitneybank.com

               Exhibit 3.1 - Copy of the Company's  Composite  Charter (filed as
               Exhibit 3.1 to the  Company's  quarterly  report on Form 10-Q for
               the quarter  ended  September  30, 2000  (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  quarterly  report on Form 10-Q for the quarter
               ended  September  30, 2000  (Commission  file number  0-1026) and
               incorporated by reference).

               Exhibit  10.1  -  Executive  agreement  between  Whitney  Holding
               Corporation, Whitney National Bank and William L. Marks (filed as
               Exhibit 10.3 to the Company's  quarterly  report on Form 10-Q for
               the quarter ended June 30, 1993  (Commission  file number 0-1026)
               and incorporated by reference).

               Exhibit  10.2  -  Executive  agreement  between  Whitney  Holding
               Corporation,  Whitney National Bank and R. King Milling (filed as
               Exhibit 10.4 to the Company's  quarterly  report on Form 10-Q for
               the quarter ended June 30, 1993  (Commission  file number 0-1026)
               and incorporated by reference).

               Exhibit  10.3  -  Executive  agreement  between  Whitney  Holding
               Corporation,  Whitney  National Bank and G. Blair Ferguson (filed
               as Exhibit 10.7 to the  Company's  quarterly  report on Form 10-Q
               for the quarter ended September 30, 1993  (Commission file number
               0-1026) and incorporated by reference).

               Exhibit  10.4  -  Executive  agreement  between  Whitney  Holding
               Corporation,  Whitney Bank of Alabama (now Whitney National Bank)
               and John C. Hope III  (filed  as  Exhibit  10.8 to the  Company's
               annual  report on Form 10-K for the year ended  December 31, 1994
               (Commission file number 0-1026) and incorporated by reference).

               Exhibit  10.5  -  Executive  agreement  between  Whitney  Holding
               Corporation,  Whitney  National  Bank and  Robert C.  Baird,  Jr.
               (filed as Exhibit 10.9 to the Company's  quarterly report on Form
               10-Q for the quarter ended June 30, 1995  (Commission file number
               0-1026) and incorporated by reference).

               Exhibit 10.6 - Long-term incentive program (filed as Exhibit 10.7
               to the  Company's  annual  report on Form 10-K for the year ended
               December   31,  1991   (Commission   file   number   0-1026)  and
               incorporated by reference).

               Exhibit 10.6a - Long-term  incentive plan (filed as a Proposal in
               the Company's Proxy  Statement  dated March 18, 1997  (Commission
               file number 0-1026) and incorporated by reference).

               Exhibit 10.7 - Executive compensation plan (filed as Exhibit 10.8
               to the  Company's  annual  report on Form 10-K for the year ended
               December   31,  1991   (Commission   file   number   0-1026)  and
               incorporated by reference).

               Exhibit 10.8 - Form of restricted stock agreement between Whitney
               Holding Corporation and certain of its officers (filed as Exhibit
               19.1 to the  Company's  quarterly  report  on Form  10-Q  for the
               quarter ended June 30, 1992  (Commission  file number 0-1026) and
               incorporated by reference).

                              Page 63 of 73 Pages
<PAGE>

               Exhibit 10.8a - Form of amendment to restricted  stock  agreement
               between Whitney  Holding  Corporation and certain of its officers
               (filed as Exhibit  10.9a to the  Company's  annual report on Form
               10-K for the year ended December 31, 2000 (Commission file number
               0-1026) and incorporated by reference.

               Exhibit 10.8b - Form of amendment to restricted  stock  agreement
               between Whitney  Holding  Corporation and certain of its officers
               appearing herein on page 69.

               Exhibit 10.9 - Form of stock  option  agreement  between  Whitney
               Holding Corporation and certain of its officers (filed as Exhibit
               19.2 to the  Company's  quarterly  report  on Form  10-Q  for the
               quarter ended June 30, 1992  (Commission  file number 0-1026) and
               incorporated by reference).

               Exhibit  10.9a - Form of  amendment  to  stock  option  agreement
               between Whitney  Holding  Corporation and certain of its officers
               (filed as Exhibit  10.10a to the Company's  annual report of Form
               10-K for the year ended December 31, 2000 (Commission file number
               0-1026) and incorporated by reference).

               Exhibit  10.9b - Form of  amendment  to  stock  option  agreement
               between Whitney  Holding  Corporation and certain of its officers
               appearing herein on page 71.

               Exhibit 10.10 - 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  10.10a  -  Amendment  No.  1  to  the  Whitney   Holding
               Corporation  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  10.10b - Whitney  Holding  Corporation  2001  Directors'
               Compensation  Plan  (filed as Appendix B to the  Company's  Proxy
               Statement  dated March 15, 2001  (Commission  file number 0-1026)
               and incorporated by reference).

               Exhibit 10.11 - Retirement  Restoration Plan effective January 1,
               1995 (filed as Exhibit  10.16 to the  Company's  annual report on
               Form 10-K for the year ended December 31, 1995  (Commission  file
               number 0-1026) and incorporated by reference).

               Exhibit  10.12 -  Executive  agreement  between  Whitney  Holding
               Corporation,  Whitney National Bank and Rodney D. Chard (filed as
               Exhibit 10.17 to the Company's  quarterly report on Form 10-Q for
               the quarter  ended  September  30, 1996  (Commission  file number
               0-1026) and incorporated by reference).

               Exhibit  10.13  -  Form  of  Amendment  to  Section  2.1e  of the
               Executive  agreements  filed as Exhibits 10.1 through 10.5 herein
               (filed as Exhibit  10.18 to the  Company's  annual report on Form
               10-K for the year ended December 31, 1996 (Commission file number
               0-1026) and incorporated by reference).

               Exhibit 10.14 - Executive agreement between Whitney National Bank
               of  Mississippi  (now Whitney  National Bank) and Guy C. Billups,
               Jr. (filed as Exhibit 10.19 to the Company's  quarterly report on
               form 10-Q for the quarter  ended June 30, 1997  (Commission  file
               number 0-1026) and incorporated by reference).

                              Page 64 of 73 Pages
<PAGE>
               Exhibit 10.15 - Form of Amendment  adding  subsection 2.1g to the
               Executive  Agreements  filed as Exhibits  10.1  through  10.5 and
               Exhibit  10.12 herein  (filed as Exhibit  10.19 to the  Company's
               quarterly  report on Form 10-Q for the  quarter  ended  March 31,
               1998   (Commission   file  number  0-0126)  and  incorporated  by
               reference).

               Exhibit  10.16 -  Executive  agreement  between  Whitney  Holding
               Corporation,  Whitney National Bank and Thomas L. Callicutt,  Jr.
               (filed as Exhibit 10.20 to the Company's quarterly report on Form
               10-Q for the quarter ended  September 30, 1999  (Commission  file
               number 0-1026) and incorporated by reference).

               Exhibit 21 - Subsidiaries

                    Whitney Holding  Corporation  owns 100% of Whitney  National
               Bank. All other  subsidiaries  considered in the aggregate  would
               not constitute a significant subsidiary.

               Exhibit 23 - Consent of Arthur Andersen LLP dated March 18, 2002


         (b)   Reports of Form 8-K

         On a Form 8-K dated October 18, 2001,  the  registrant  reported  under
Item 5 the release of its financial  results for the quarter ended September 30,
2001.  The news release  covering the financial  results was filed as an exhibit
under Item 7.

                              Page 65 of 73 Pages
<PAGE>
         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                                     WHITNEY HOLDING CORPORATION
                                                            (Registrant)


                                                 By:/s/William L. Marks
                                                    ----------------------------
                                                    William L. Marks
                                                    Chairman of the Board and
                                                    Chief Executive Officer

                                                    March 18, 2002
                                                    ----------------------------
                                                              Date

                              Page 66 of 73 Pages
<PAGE>
         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated.

        Signature                     Title                           Date
-------------------------             ------------------------   ---------------


/s/William L. Marks                                              March 18, 2002
-------------------------,             Chairman of the Board,    ---------------
    William L. Marks                   Chief Executive Officer
                                       and Director


/s/R. King Milling                                               March 18, 2002
-------------------------,             President and Director    ---------------
    R. King Milling


/s/Thomas L. Callicutt, Jr                                       March 18, 2002
-------------------------,             Executive Vice President  ---------------
 Thomas L. Callicutt, Jr.              and Chief Financial
                                       Officer (Principal
                                       Accounting Officer)


/s/Guy C. Billups, Jr.                                           March 18, 2002
-------------------------,             Director                  ---------------
    Guy C. Billups, Jr.



/s/Harry J. Blumenthal, Jr.                                      March 18, 2002
-------------------------,             Director                  ---------------
 Harry J. Blumenthal, Jr.




-------------------------,             Director                  ---------------
   Joel B. Bullard, Jr.




/s/James M. Cain                                                 March 18, 2002
-------------------------,             Director                  ---------------
     James M. Cain




-------------------------,             Director                  ---------------
  Angus R. Cooper II



/s/Richard B. Crowell                                            March 18, 2002
-------------------------,             Director                  ---------------
  Richard B. Crowell

                              Page 67 of 73 Pages
<PAGE>
        Signature                     Title                           Date
-------------------------             ------------------------   ---------------




/s/William A. Hines                                              March 18, 2002
-------------------------,             Director                  ---------------
   William A. Hines





-------------------------,             Director                  ---------------
    John J. Kelly




/s/E. James Kock, Jr.                                            March 18, 2002
-------------------------,             Director                  ---------------
   E. James Kock, Jr.





-------------------------,             Director                  ---------------
    Alfred S. Lippman




/s/Eric J. Nickelsen                                             March 18, 2002
-------------------------,             Director                  ---------------
    Eric J. Nickelsen




/s/John G. Phillips                                              March 18, 2002
-------------------------,             Director                  ---------------
    John G. Phillips




/s/John K. Roberts, Jr.                                          March 18, 2002
-------------------------,             Director                  ---------------
   John K. Roberts, Jr.



/s/Carroll W. Suggs                                              March 18, 2002
-------------------------,             Director                  ---------------
    Carroll W. Suggs


                              Page 68 of 73 Pages
<PAGE>



Exhibit 10.8b

                           WHITNEY HOLDING CORPORATION

Re: NOTICE AND ACCEPTANCE OF GRANT OF TARGETED RESTRICTED STOCK
    -----------------------------------------------------------

Dear        :
    --------

         The  Compensation  Committee  (the  "Committee")  appointed  under  the
Whitney  Holding  Corporation  (the  "Company")  Long Term  Incentive  Plan (the
"Plan") has granted you shares of no par value voting common stock issued by the
Corporation   (the  "Common   Stock"),   subject  to  certain   limitations  and
restrictions.  This  letter is intended  to  constitute  notice of the terms and
conditions  applicable to the grant, your acknowledgement of and agreement to be
bound by the terms and conditions set forth below.

         1.    Grant. The Company hereby grants you______shares of  Common Stock
(the "Target Grant"),  subject to the  restrictions set forth in this agreement.

         2. Restrictions and Adjustments  Related to Target Award.  Common Stock
issued in the form of the Target Grant, including the right to receive dividends
or vote shares,  shall not be subject in any manner to sale,  transfer,  pledge,
assignment or other  encumbrance or disposition,  whether by operation of law or
otherwise and whether voluntarily or involuntarily.  Except as set forth herein,
such restrictions shall lapse three years from the date hereof,_____.

         Notwithstanding the preceding paragraph, all or a portion of the Target
Grant may be forfeited  or the number of shares  subject to the Target Grant may
be increased  if the  Committee,  in its sole  discretion,  determines  that the
performance  objectives  related to the return on assets  ("ROA")  and return on
equity ("ROE") of Whitney Holding Corporation (the "Company") for calendar years
_____,  _____, and _____, all as set forth more fully in that certain memorandum
dated  _____,  concerning  performance  driven  restricted  stock  awards  ("the
Memorandum"),  were not  satisfied  or were  exceeded,  as the case may be. Such
adjustment  shall be made by the  Committee as of the Lapse Date;  the Committee
(or its  designee)  shall  provide you with written  notice of any  reduction or
increase  in the  number  of  shares  subject  to the  Target  Grant,  including
information  concerning the attainment of the  performance  objectives set forth
herein.

         For purposes of this  paragraph  2, the  Committee  possesses  the sole
discretion to determine whether the performance objectives set forth herein have
been  attained,  including  without  limitation,  the authority to determine the
Company's ROE and ROA and the method used to determine  peer group  performance.
In addition,  the Committee  possesses the authority to modify either the method
used to determine  attainment  of the  performance  objectives  or the number of
shares  subject to adjustment  (provided,  however,  that the transfer of Common
Stock hereunder shall not exceed 200% of the amount of the Target Grant), if the
Committee  determines such modification is necessary or appropriate to take into
account unusual facts and circumstances.

         3.  Termination.  If your  employment with the Company or the Bank (the
"Bank") or an affiliate  thereof is terminated for any reason,  including death,
disability  or  retirement,  shares of Common Stock then subject to  restriction
shall  be  forfeited;  provided,  however,  that  the  Committee,  in  its  sole
discretion, may elect to modify the forfeiture required under this paragraph 3.

                              Page 69 of 73 Pages
<PAGE>
         4.    Escrow  Requirement.  Certificates  representing shares of Common
Stock  shall  be  issued  and registered in your name, but held, together with a
stock power endorsed by you in blank, by the Corporation.

         As of the Lapse Date, the Company shall promptly  deliver to you shares
of Common  Stock free of  restriction,  subject to the  adjustment  described in
paragraph 2 hereof; provided,  however, that the Company's obligation to deliver
certificates  may be postponed,  in the sole discretion of the Company,  for any
period necessary to list, register or otherwise qualify the shares under Federal
securities laws or other  applicable state securities law, and the Company shall
have the right to collect,  as a condition of delivery of shares of Common stock
hereunder, any taxes required by law to be withheld.

         5.  Employment  Rights.  Neither this letter nor the transfer of shares
hereunder shall be deemed to confer upon you any right to continue in the employ
of the Company or the Bank or an affiliate or interfere, in any manner, with the
right of the  Company  or the Bank or an  affiliate  thereof to  terminate  your
employment, whether with or without cause.

         6.  Additional  Requirements.  Shares of Common Stock issued  hereunder
shall be subject to such legends as the Committee, in its sole discretion, deems
necessary or  appropriate  to implement the  restrictions  imposed  hereunder or
comply with applicable Federal or state securities laws. In connection therewith
and prior to the issuance of such shares,  you may be required to deliver to the
Committee or the Company such  documents as the  Committee or the Company  deems
necessary or appropriate to ensure compliance with applicable law.

         7. Rights as a Shareholder. During the period commencing as of the date
hereof and ending as of the Lapse Date, you shall be entitled to vote shares and
receive dividends with respect to shares subject to the Target Grant.

         8. Plan Provisions.  The  issuance  of  Common Stock hereunder shall be
subject to such  additional  terms and  conditions  as may be imposed  under the
terms of the  Plan,  including  the  Memorandum,  in  addition  to the terms and
conditions of this agreement.  By execution of this  agreement,  you acknowledge
that you have reviewed and read a copy of the Plan, the Memorandum, and that any
determination  by the Committee  taken in good faith with respect to the Plan or
any grant or award hereunder or this agreement.

                                         Very truly yours,
                                         WHITNEY HOLDING CORPORATION



                                         BY:
                                            ------------------------------------
                                         William L. Marks, Chairman of the Board
                                         and Chief Executive Officer

                          ACKNOWLEDGMENT AND AGREEMENT
                          ----------------------------

         By  execution  of this  letter,  I agree that  transfer of Common Stock
discussed  herein shall be governed by and is subject to the foregoing terms and
conditions  and the  provisions of the Plan,  including the  Memorandum,  all of
which have been furnished to me.

                                                   -----------------------------


                                                   -----------------------------
                                                   Date

                              Page 70 of 73 Pages
<PAGE>
Exhibit 10.9b

                           WHITNEY HOLDING CORPORATION

Re:     Long Term Incentive Plan
        NOTICE AND ACCEPTANCE OF GRANTS OF STOCK OPTIONS
        ------------------------------------------------

Dear _________:

         The  Compensation  Committee (the  "Committee")  of the Whitney Holding
Corporation (the "Company") Long Term Incentive Plan (the "Plan") has granted to
you an incentive  stock  option which is the right to purchase  shares of no par
value voting common stock issued by the Company (the "Common Stock"), subject to
certain  conditions.  This letter is intended to constitute  notice of the terms
and conditions applicable to such grant and your acknowledgment of and agreement
to be bound by the terms and conditions set forth below.

         1.    Grant.  The  Corporation  hereby  grants  to  you  the  incentive
stock options to purchase _______ shares and  a non-statutory option to purchase
_______  shares  each  at  a price of _____ per share,  which is the fair market
value of the shares as of the date thereof.

         2. Time of Exercise.  This option shall be  exercisable  only while you
are an employee of the Company or Whitney National Bank (the "Bank"). The option
shall be  exercisable no sooner than six months and one day from the date of the
grant, _____, or later than ten years after the date of the grant.

         Notwithstanding  any  other  provision  of this  paragraph  2,  when an
incentive stock option granted hereunder becomes exercisable for the first time,
the incentive stock option is exercisable  only to the extent that the aggregate
fair market value  (determined  at the time the option is granted) of the shares
of Common  Stock  subject to such option does not exceed  $100,000.00  as is the
case in this  grant.  The term "fair  market  value"  shall have the meaning set
forth in Section 2.10 of the Plan.

         3. Method of Exercise. The option, to the extent exercisable,  shall be
exercised,  in whole or part, by providing written notice to the Company care of
the Chief Executive Officer or their designee,  which notice shall designate the
number of shares of Common Stock to be purchased and shall be accompanied by the
full  purchase  price for the shares.  The purchase  price for the shares may be
paid in cash,  certified or  uncertified  check,  bank draft,  or in the form of
mature  shares of common  stock.  For this  purpose,  a mature  share is a share
purchased  on the open  market,  acquired by a third party or held for more than
six months.

         Delivery of certificates  representing  the purchased  shares of Common
Stock shall be made by the Company  promptly after receipt of notice of exercise
and  payment;  provided,  however,  that the  Company's  obligation  to  deliver
certificates  may be postponed,  in the sole  discretion of the Committee or the
Company,  for any period  necessary to list,  register or otherwise  qualify the
purchased  shares  under  Federal   securities  laws  or  any  applicable  state
securities law, and the Company shall have the right to collect,  as a condition
of delivery  shares of Common Stock  hereunder,  any taxes required by law to be
withheld.

         4.    No  Assignment.  This option shall not be subject  in any  manner
to sale,  transfer,  pledge,  assignment  or  other  encumbrance or disposition,
whether  by   operation  of  law  or  otherwise  and  whether   voluntarily   or
involuntarily,  except by will or the laws of descent and distribution.

         5. Employment Rights.  Neither this letter, nor the grant of the option
hereunder,  nor the  exercise of such option  shall be deemed to confer upon you
any right to continue in the employment of the Company or the Bank or interfere,
in any  manner,  with the right of the  Company  or the Bank to  terminate  your
employment, whether with or without cause, in its sole discretion.

                              Page 71 of 73 Pages
<PAGE>
         6.  Additional  Requirements.  Common  Stock  acquired  by  you  on the
exercise  of an  option  hereunder  shall  be  subject  to such  legends  as the
Committee or the Company,  in its sole discretion,  deems  appropriate to comply
with applicable  Federal or state Securities  laws. In connection  therewith and
prior to the  issuance of such  shares,  you shall be required to deliver to the
Company such other documents as may be reasonably  required to ensure compliance
with applicable Federal or state securities laws.

         7. Plan  Provisions.  The  option  to  acquire  shares of Common  Stock
granted  hereunder shall be subject to such  additional  terms and conditions as
may be  imposed  under  the  terms of the  Plan,  in  addition  to the terms and
conditions of this agreement.  By execution of this  agreement,  you acknowledge
that you have reviewed and read a copy of the Plan Prospectus and that no member
of the Committee shall be liable for any action or  determination  taken on good
faith  with  respect  to the  Plan  or any  grant  or  award  hereunder  or this
agreement.

                                         Very truly yours,
                                         WHITNEY HOLDING CORPORATION



                                         BY:
                                            ------------------------------------
                                         William L. Marks, Chairman of the Board
                                         and Chief Executive Officer

                          ACKNOWLEDGMENT AND AGREEMENT
                          ----------------------------

         By  execution  of this  letter, I agree that the options and the shares
of Common Stock transferred upon exercise of the option shall be governed by and
are  subject  to  the  foregoing  terms and conditions and the provisions of the
Plan.

                                                   -----------------------------


                                                   -----------------------------
                                                   Date

                              Page 72 of 73 Pages
<PAGE>
Exhibit 23

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference of our report in this Form 10-K,  into Whitney  Holding  Corporation's
previously  filed  Registration  Statements  on Form S-3  (File  Nos.  33-52999,
33-55307  and  333-75676)  and  Form  S-8  (File  Nos.  333-56024,  as  amended,
333-68506,  333-30257  and  333-51065).

/s/ Arthur Andersen LLP

New Orleans, Louisiana
March 18, 2002


                              Page 73 of 73 Pages