##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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, 2008
  Commission file number 0-1026
 WHITNEY HOLDING
    CORPORATION
 (Exact name of registrant as
    specified in its charter)
  Louisiana(State of
    incorporation)

72-6017893(I.R.S. Employer
    Identification No.)228 St. Charles Avenue
    New Orleans, Louisiana 70130(Address of principal
    executive offices)

(504) 586-7272(Registrants telephone
    number)   SECURITIES
    REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, no par value

Nasdaq Global Select Market   SECURITIES
    REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
    None
  þ o
  o þ
  þ o
  Regulation S-K 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





WHITNEY
    HOLDING CORPORATION
  TABLE OF
    CONTENTS
   
 PagePART IItem 1:


Business


1Item 1A:


Risk Factors


10Item 1B:


Unresolved Staff Comments


15Item 2:


Properties


15Item 3:


Legal Proceedings


15Item 4:


Submission of Matters to a Vote of Security
    Holders


16PART IIItem 5:


Market for the Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


17Item 6:


Selected Financial Data


19Item 7:


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


20Item 7A:


Quantitative and Qualitative Disclosures about
    Market Risk


49Item 8:


Financial Statements and Supplementary Data


50Item 9:


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


93Item 9A:


Controls and Procedures


93Item 9B:


Other Information


93PART IIIItem 10:


Directors, Executive Officers and Corporate
    Governance


94Item 11:


Executive Compensation


94Item 12:


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


94Item 13:


Certain Relationships and Related Transactions,
    and Director Independence


96Item 14:


Principal Accounting Fees and Services


96PART IVItem 15:


Exhibits and Financial Statement Schedules


97Signatures


100EX-10.22EX-10.23EX-10.24EX-10.25EX-10.26EX-10.27EX-12EX-23EX-31.1EX-31.2EX-32




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##### Table of Contents



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




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COMPETITION
      SUPERVISION
    AND REGULATION
    Supervisory
    Authorities
    Capital
   2




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FDICIA
    and Prompt Corrective Action
   3




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Expansion
    and Activity Limitations
      Support
    of Subsidiary Banks by Holding Companies
   4




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##### Table of Contents



Limitations
    on Acquisitions of Banks and Bank Holding
    Companies
    Deposit
    Insurance
        Other
    Statutes and Regulations
    Anti-Money Laundering.
 5




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##### Table of Contents



OFAC.
  Sections 23A and 23B of the Federal Reserve
    Act.
  Loans to Insiders.
  Dividends.
    Community Reinvestment Act.
 6




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Privacy and Data Security.
  Consumer Regulation.
  
    limit the interest and other charges collected or contracted for
    by the Bank;
    govern the Banks disclosures of credit terms to consumer
    borrowers;
    require the Bank to provide information to enable the public and
    public officials to determine whether it is fulfilling its
    obligation to help meet the housing needs of the community it
    serves;
    prohibit the Bank from discriminating on the basis of race,
    creed or other prohibited factors when it makes decisions to
    extend credit; and
    govern the manner in which the Bank may collect consumer debts.      
    require the Bank to adequately disclose the interest rates and
    other terms of consumer deposit accounts;
    impose a duty on the Bank to maintain the confidentiality of
    consumer financial records and prescribe procedures for
    complying with administrative subpoenas of financial records;
    require escheatment of unclaimed funds to the appropriate state
    agencies after the passage of certain statutory time
    frames; and
    govern automatic deposits to and withdrawals from deposit
    accounts with the Bank and the rights and liabilities of
    customers who use automated teller machines and other electronic
    banking services. 7




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Commercial Real Estate Lending.
  
    total reported loans for construction, land development and
    other land represent 100 percent or more of the
    institutions total capital, or
    total commercial real estate loans represent 300 percent or
    more of the institutions total capital, and the
    outstanding balance of the institutions commercial real
    estate loan portfolio has increased by 50 percent or more
    during the prior 36 months.  Capital Purchase Program.
  American Recovery and Reinvestment Act
    (ARRA).
  Proposed Legislation and Regulatory
    Action.
  EMPLOYEES
   8




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AVAILABLE
    INFORMATION
  Form 10-K, Form 10-Q, Form 8-K, www.whitneybank.com www.sec.gov Form 10-K
  EXECUTIVE
    OFFICERS OF THE COMPANY
  Name and Age

Position Held and Recent Business ExperienceJohn C. Hope III, 60

Chairman of the Board and Chief Executive Officer of the Company
    and the Bank since 2008, President and Chief Operating Officer
    of the Company and the Bank from 2007 to 2008, Executive Vice
    President of the Company from 1994 to 2007 and of the Bank from
    1998 to 2007John M. Turner, Jr., 47

President of the Company and the Bank since 2008, Executive Vice
    President of the Company and the Bank from 2005 to 2008, Senior
    Vice President of the Bank from 1994 to 2005Robert C. Baird, Jr., 58

Senior Executive Vice President of the Company and the Bank
    since 2009, Executive Vice President of the Company and the Bank
    from 1995 to 2009  Banking ServicesThomas L. Callicutt, Jr., 61

Senior Executive Vice President of the Company and the Bank
    since 2009, Chief Financial Officer of the Company and the Bank
    since 1999, Executive Vice President of the Company and the Bank
    from 1999 to 2009, and Treasurer of the Company since 2001Joseph S. Exnicios, 53

Senior Executive Vice President and Chief Risk Officer of the
    Company and the Bank since 2009, Executive Vice President of the
    Company and the Bank from 2004 to 2009, Senior Vice President of
    the Bank from 1994 to 2004Elizabeth L. Cowell, 50

Executive Vice President of the Company and the Bank since
    2009  Retail & Business Banking; Senior
    Vice President and Director of De Novo
    Execution  Retail & Small Business Bank
    from 2007 to 2009, Director  Sales &
    Service Execution from 2006 to 2007,
    Director  Deposit & Access Services from
    1999 to 2006, Wachovia CorporationFrancisco DeArmas, 48

Executive Vice President of the Company and the Bank since
    2007  Operations & Technology; Chief
    Administrative Officer  Global Applications and
    Architecture from 2003 to 2007, General Motors Acceptance
    CorporationC. Mark Duthu, 53

Executive Vice President of the Company and the Bank since
    2008  Trust & Wealth Management; Regional
    Managing Director  Trust Division of Wachovia
    Bank from 2005 to 2006; Executive Vice
    President  Trust Division of SouthTrust Bank
    from 1998 to 2005Lewis P. Rogers, 56

Executive Vice President of the Company and the Bank since 2004,
    Senior Vice President of the Bank from 1998 to
    2004  Credit AdministrationJoseph S. Schwertz, Jr., 52

Executive Vice President of the Company and the Bank since 2009,
    Corporate Secretary of the Company and the Bank since 1993,
    Senior Vice President of the Bank from 1994 to
    2009  General Counsel  9




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##### Table of Contents



Item 1A:
    RISK
    FACTORS    
    credit risk, which is the risk that borrowers will be unable to
    meet their contractual obligations, leading to loan losses and
    reduced interest income;
    market risk, which is the risk that changes in market rates and
    prices will adversely affect the results of operations or
    financial condition;
    liquidity risk, which is the risk that funds will not be
    available at a reasonable cost to meet operating and strategic
    needs; and
    operational risk, which is the risk of loss resulting from
    inadequate or failed internal processes, people and systems, or
    external events, such as natural disasters.  Form 10-K,
  Unusually
    severe disruptions in the residential real estate market
    nationwide and in Whitneys market area may cause continued
    higher provisions for credit losses and increase the uncertainty
    inherent in managements estimate of credit losses as
    reflected in its financial condition and results of
    operations.
      The
    recession in the broader economy, both nationally and
    internationally, could have an adverse affect on Whitneys
    financial condition, results of operations and cash
    flows.
   10




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Whitney
    has credit exposure in the oil and gas industry.
    The
    composition of Whitneys loan portfolio could increase the
    volatility of its credit quality metrics and provisions for
    credit losses.
    Current
    levels of market volatility are unprecedented, and may result in
    disruptions in our ability to access sources of funds, which may
    negatively affect our capital resources and
    liquidity.
      There
    can be no assurance that recently enacted legislation will
    stabilize the U.S. financial system.
   11




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The
    failure of other financial institutions could adversely affect
    Whitney.
    Concern
    by customers over deposit insurance may cause a decrease in
    deposits and changes in the mix of funding sources available to
    Whitney.
    Whitneys
    profitability depends in substantial part on net interest income
    and on its ability to manage interest rate risk.
  Form 10-K.
   12




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Whitney
    is heavily regulated by federal agencies and changes in laws and
    regulations may affect its financial outlook.
  and/or
    As a
    result of Whitneys participation in the Capital Purchase
    Program (CPP) , Whitney may face additional regulation and
    cannot predict the cost or effects of compliance at this
    time.
  and/or
  
    Section 5.3 of the standardized Securities Purchase
    Agreement that the Company entered into with the Treasury
    provides, in part, that the Treasury may unilaterally
    amend any provision of this Agreement to the extent required to
    comply with any changes after the Signing Date in applicable
    federal statutes. This provision could give Congress the
    ability to impose after-the-fact terms and
    conditions on participants in the CPP. As a participant in the
    CPP, the Company would be subject to any such retroactive
    legislation. The Company cannot predict whether or in what form
    any proposed regulation or statute will be adopted or the extent
    to which its business may be affected by any new regulation or
    statute.
    Most recently, the ARRA included additional restrictions on the
    operations of bank holding companies and banks that participate
    in the various TARP programs. Because some of these restrictions
    are new and expected to apply retroactively, ARRA also provided
    the opportunity for recipients of funds under the CPP to elect
    to return the TARP proceeds to the Treasury and to not
    participate in the CPP. At this time, because the terms and
    conditions of its participation are not yet final and there are
    additional regulatory actions needed to be taken in connection
    with ARRA and the CPP, Whitney has not yet made a decision on
    whether or not to continue its participation in the CPP.  The
    senior preferred stock issued to the Treasury impacts net income
    available to Whitneys common shareholders and its earnings
    per share.
   13




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Holders
    of the Series A preferred stock have rights that are senior
    to those of Whitneys common shareholders.
    Holders
    of the Series A preferred stock may, under certain
    circumstances, have the right to elect two directors to
    Whitneys board of directors.
    Holders
    of the Series A preferred stock have limited voting
    rights.
  2 3
  Whitney
    may issue additional common stock or other equity securities in
    the future which could dilute the ownership interest of existing
    shareholders.
   14




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Whitneys
    market area is susceptible to hurricanes and tropical storms,
    which may increase the Companys exposure to credit risk,
    operational risk and liquidity risk.
  Forms 10-K Form 10-Q
    Item 1B:
    UNRESOLVED
    STAFF COMMENTS    Item 2:
    PROPERTIES    Form 10-K
  Item 3:
    LEGAL
    PROCEEDINGS   15




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

Against

Abstain39,373,812


5,242,040



121,494     For

Against

Abstain46,721,079


9,287,358



173,260  16




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##### Table of Contents



PART II  Item 5:
    MARKET
    FOR THE REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER
    MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES  Form 10-K
    Title of Class

Shareholders of RecordCommon Stock, no par value


5,452   Form 10-K, Form 10-K,
  Rule 10b-18(a)(3)
  Total Number ofTotal





Shares Purchased as


Maximum Number ofNumber of


Average Price


Part of Publicly


Shares that May YetShares


Paid


Announced Plans or


Be Purchased under thePeriod

Purchased


per Share


Programs(1)


Plans or Programs(1)October 2008


358
(2)

$
24.70







November 2008














December 2008


170
(2)

$
15.99







Total


528


$
21.90







     (1)
    
    No repurchase plans were in effect during the fourth quarter of
    2008.(2)
    
    Represents shares that were tendered as consideration for
    employee tax obligations arising from the vesting of restricted
    stock unit awards.   17




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##### Table of Contents



STOCK
    PERFORMANCE GRAPH
       Comparison of 5-Year Cumulative Total Return
  
 18




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##### Table of Contents



Item 6:
    SELECTED
    FINANCIAL DATA  WHITNEY
    HOLDING CORPORATION AND SUBSIDIARIES
  Years Ended December 312008


2007


2006


2005


2004(Dollars in thousands, except per share data)YEAR-END BALANCE SHEET DATATotal assets

$
12,380,501


$
11,027,264


$
10,185,880


$
10,109,006


$
8,222,624Earning assets


11,209,246



10,122,071



9,277,554



9,054,484



7,648,740Loans


9,081,850



7,585,701



7,050,416



6,560,597



5,626,276Investment securities


1,939,355



1,985,237



1,886,093



1,641,451



1,991,244Noninterest-bearing demand deposits


3,233,550



2,740,019



2,947,997



3,301,227



2,111,703Total deposits


9,261,594



8,583,789



8,433,308



8,604,836



6,612,607Shareholders equity


1,525,478



1,228,736



1,112,962



961,043



904,765AVERAGE BALANCE SHEET DATATotal assets

$
11,080,342


$
10,512,422


$
10,242,838


$
8,903,321


$
7,890,183Earning assets


10,122,620



9,636,586



9,349,262



8,098,998



7,327,233Loans


8,066,639



7,344,889



6,776,794



6,137,676



5,179,734Investment securities


1,967,375



1,893,866



1,824,646



1,836,228



2,120,594Noninterest-bearing demand deposits


2,786,003



2,708,353



3,033,978



2,439,229



1,977,515Total deposits


8,368,937



8,397,778



8,476,954



7,224,426



6,347,503Shareholders equity


1,225,177



1,209,923



1,065,303



935,362



881,477INCOME STATEMENT DATAInterest income

$
575,866


$
661,105


$
616,371


$
468,085


$
360,772Interest expense


120,221



196,314



145,160



80,986



40,682Net interest income


455,645



464,791



471,211



387,099



320,090Net interest income (TE)


460,662



470,868



477,423



392,979



326,237Provision for credit losses


134,000



17,000



3,720



37,580



2,000Noninterest income


107,172



126,681



84,791



82,235



82,523Net securities gain (loss) in noninterest income


67



(1
)






68



68Noninterest expense


351,094



349,108



338,473



286,398



260,278Net income


58,585



151,054



144,645



102,349



97,137Net income available to common shareholders


57,997



151,054



144,645



102,349



97,137KEY RATIOSReturn on average assets


.53
%


1.44
%


1.41
%


1.15
%


1.23
%Return on average common shareholders equity


4.77



12.48



13.58



10.94



11.02Net interest margin


4.55



4.89



5.11



4.85



4.45Average loans to average deposits


96.39



87.46



79.94



84.96



81.60Efficiency ratio


61.84



58.42



60.20



60.28



63.69Allowance for loan losses to loans


1.77



1.16



1.08



1.37



.97Nonperforming assets to loans plus foreclosed and surplus
    property


3.61



1.64



.81



1.03



.46Net charge-offs to average loans


.88



.11



.29



.08



.06Average shareholders equity to average assets


11.06



11.51



10.40



10.51



11.17Tangible equity to tangible assets


8.95



8.24



8.08



7.40



9.46Leverage ratio


9.87



8.79



8.76



8.21



9.56COMMON SHARE DATAEarnings Per ShareBasic

$
.90


$
2.26


$
2.24


$
1.65


$
1.59Diluted


.89



2.23



2.20



1.63



1.56DividendsCash dividends per share

$
1.13


$
1.16


$
1.08


$
.98


$
.89Dividend payout ratio


127.37
%


52.05
%


48.85
%


60.26
%


56.99
%Book Value Per Share

$
18.29


$
18.67


$
16.88


$
15.17


$
14.57Tangible Book Value Per Share

$
11.48


$
13.37


$
12.10


$
11.54


$
12.31Trading DataHigh price

$
33.02


$
33.26


$
37.26


$
33.69


$
30.83Low price


13.96



22.46



27.27



24.14



26.35End-of-period closing price


15.99



26.15



32.62



27.56



29.99Trading volume


214,317,545



88,480,468



52,778,191



50,434,066



27,662,252Average Shares OutstandingBasic


64,767,708



66,953,343



64,687,363



62,008,004



61,122,581Diluted


65,516,642



67,858,307



65,853,149



62,953,293



62,083,043   Tax-equivalent (TE) amounts are calculated using a marginal
    federal income tax rate of 35%.
  The efficiency ratio is noninterest expense to total net
    interest (TE) and noninterest income (excluding securities
    transactions).
  The tangible equity to tangible assets ratio is total
    shareholders equity less intangible assets into total
    assets less intangible assets.
 19




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##### Table of Contents



Item 7:
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Form 10-K,
  FORWARD-LOOKING
    STATEMENTS
          
    Whitneys ability to effectively manage interest rate risk
    and other market risk, credit risk and operational risk;
    changes in interest rates that affect the pricing of
    Whitneys financial products, the demand for its financial
    services and the valuation of its financial assets and
    liabilities;
    Whitneys ability to manage fluctuations in the value of
    its assets and liabilities and off-balance sheet exposure so as
    to maintain sufficient capital and liquidity to support its
    business;
    Whitneys ability to manage negative developments and
    disruptions in the credit and lending markets, including the
    impact of the ongoing credit crisis on its business and on the
    businesses of its customers as well as other financial
    institutions with which Whitney has commercial relationships;
    the continuation of the recent unprecedented volatility in the
    credit markets;
    the continued deterioration of general economic and business
    conditions, including the real estate and financial markets, in
    the United States and in the region and communities Whitney
    serves;
    the occurrence of natural disasters or acts of war or terrorism
    that directly or indirectly affect the financial health of
    Whitneys customer base; 20




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
    changes in laws and regulations, including legislative or
    regulatory development arising out of the current unsettled
    conditions in the economy, that significantly affect the
    activities of the banking industry and its competitive position
    relative to other financial service providers;
    technological changes affecting the nature or delivery of
    financial products or services and the cost of providing them;
    Whitneys ability to develop competitive new products and
    services in a timely manner and the acceptance of such products
    and services by the Banks customers;
    Whitneys ability to effectively expand into new markets;
    the cost and other effects of material contingencies, including
    litigation contingencies;
    the failure to attract or retain key personnel;
    the failure to capitalize on growth opportunities and to realize
    cost savings in connection with business acquisitions;
    managements inability to develop and execute plans for
    Whitney to effectively respond to unexpected changes; and
    those other factors identified and discussed in this annual
    report on
    Form 10-K
    and in Whitneys other public filings with the SEC.    OVERVIEW
    U.S.
    Treasury Department Capital Purchase Program
  after-the-fact
  Mergers
    and Acquisitions
   21




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Loans
    and Earning Assets
    Deposits
    and Funding
      Net
    Interest Income
    Provision
    for Credit Losses and Credit Quality
     22




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Noninterest
    Income
    Noninterest
    Expense
    CRITICAL
    ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
  Form 10-K.
  Allowance
    for Credit Losses
    Goodwill
    Impairment Test
   23




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##### Table of Contents



price-to-earnings price-to-book
    Accounting
    for Retirement Benefits
    FINANCIAL
    CONDITION
  LOANS,
    CREDIT RISK MANAGEMENT AND ALLOWANCE AND RESERVE FOR CREDIT
    LOSSES
  Loan
    Portfolio Developments
     24




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##### Table of Contents



TABLE 1.
    LOANS
    OUTSTANDING BY TYPE  December 31,2008


2007


2006


2005


2004(In thousands)Commercial & industrial

$
3,436,461


$
2,822,752


$
2,725,531


$
2,685,894


$
2,399,794Commercial real estate:Construction, land & land development


1,887,480



1,770,824



1,580,209



1,395,314



917,579Other commercial real estate


2,268,248



1,706,734



1,513,795



1,348,172



1,292,396Total commercial real estate


4,155,728



3,477,558



3,094,004



2,743,486



2,209,975Residential mortgage


1,079,270



933,797



893,091



774,124



685,732Consumer


410,391



351,594



337,790



357,093



330,775Total loans

$
9,081,850


$
7,585,701


$
7,050,416


$
6,560,597


$
5,626,276          25




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##### Table of Contents



TABLE
    2.  GEOGRAPHIC DISTRIBUTION OF LOAN PORTFOLIO AT
    DECEMBER 31, 2008
  Total


Percent



Total


PercentAlabama/



Dec. 31


of



Dec. 31


ofLouisiana


Texas


Florida


Mississippi



2008


total



2007


total(Dollars in millions)Commercial & industrial

$
2,369


$
673


$
103


$
291



$
3,436



38
%


$
2,823



37
%Commercial real estate:Residential construction


102



81



56



35




274



3




316



4Commercial construction, land & land development


547



396



439



232




1,614



18




1,454



19Other CRE  owner-user


658



106



181



70




1,015



11




741



10Other CRE  nonowner-user


615



162



326



151




1,254



14




966



13Total commercial real estate


1,922



745



1,002



488




4,157



46




3,477



46Residential mortgage


608



132



212



127




1,079



12




934



12Consumer


285



19



67



39




410



4




352



5Total

$
5,184


$
1,569


$
1,384


$
945



$
9,082



100
%


$
7,586



100
%Percent of total


57
%


17
%


15
%


11
%



100
%     sub-prime
     26




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##### Table of Contents



TABLE 3.
    LOAN
    MATURITIES BY TYPE  December 31, 2008One Year


One through


More thanor Less


Five Years


Five Years


Total(In thousands)Commercial & industrial

$
2,345,038


$
977,406


$
114,017


$
3,436,461Commercial real estate:Construction, land & land development


1,152,560



606,684



128,236



1,887,480Commercial real estate  other


496,038



1,379,040



393,170



2,268,248Total commercial real estate


1,648,598



1,985,724



521,406



4,155,728Residential mortgage


186,180



620,473



272,617



1,079,270Consumer


188,332



190,878



31,181



410,391Total

$
4,368,148


$
3,774,481


$
939,221


$
9,081,850   Credit
    Risk Management and Allowance and Reserve for Credit
    Losses
  General
    Discussion of Credit Risk Management and Determination of Credit
    Loss Allowance and Reserve
        Form 10-K.
   27




---



##### Table of Contents



Credit
    Quality Statistics and Components of Credit Loss Allowance and
    Reserve
    TABLE
    4.  CRITICIZED LOANS AT DECEMBER 31, 2008
  Alabama/





Percent of LoanLouisiana


Texas


Florida


Mississippi


Total


Category Total(Dollars in millions)Commercial & industrial

$
32


$
42


$
7


$
31


$
112



3
%Commercial real estate:Residential construction


11



12



26



1



50



18
%Commercial construction, land & land development


49



19



190



32



290



18
%CRE other  owner-user


56



4



26



16



102



10
%CRE other  nonowner-user


35



7



63



14



119



9
%Total commercial real estate


151



42



305



63



561



13
%Residential mortgage


32



2



45



7



86



8
%Consumer


5







4



2



11



3
%Total

$
220


$
86


$
361


$
103


$
770



8
%Percent of regional loan total


4
%


5
%


26
%


11
%


8
%      28




---



##### Table of Contents



TABLE 5.
    NONPERFORMING
    ASSETS  December 312008


2007


2006


2005


2004(Dollars in thousands)Loans accounted for on a nonaccrual basis

$
301,095


$
120,096


$
55,992


$
65,565


$
23,597Restructured loans accruing














30



49Total nonperforming loans


301,095



120,096



55,992



65,595



23,646Foreclosed assets and surplus banking property


28,067



4,624



800



1,708



2,454Total nonperforming assets

$
329,162


$
124,720


$
56,792


$
67,303


$
26,100Loans 90 days past due still accruing

$
16,101


$
8,711


$
7,574


$
13,728


$
3,533Ratios:Nonperforming assets to loans plus foreclosed assets and surplus
    property


3.61
%


1.64
%


.81
%


1.03
%


.46
%Allowance for loan losses to nonperforming loans


54



73



136



137



230Loans 90 days past due still accruing to loans


.18



.11



.11



.21



.06   Form 10-K.
         29




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##### Table of Contents



TABLE 6.
    SUMMARY
    OF ACTIVITY IN THE ALLOWANCE FOR LOAN LOSSES AND RESERVE FOR
    LOSSES ON UNFUNDED CREDIT COMMITMENTS  2008


2007


2006


2005


2004(Dollars in thousands)ALLOWANCE FOR LOAN LOSSESBalance at beginning of year

$
87,909


$
75,927


$
90,028


$
54,345


$
59,475Allowance of acquired banks


9,971



2,791



2,908



3,648



2,461Provision for credit losses


134,500



17,600



2,400



37,000



2,000Loans charged off:Commercial & industrial


(31,481
)


(9,452
)


(15,841
)


(7,047
)


(9,680
)Commercial real estate:Construction, land & land development


(30,141
)


(3,671
)


(5,254
)


(220
)


(57
)Other commercial real estate


(8,100
)


(699
)


(1,281
)


(218
)


(875
)Total commercial real estate


(38,241
)


(4,370
)


(6,535
)


(438
)


(932
)Residential mortgage


(7,885
)


(1,726
)


(555
)


(295
)


(619
)Consumer


(4,619
)


(2,408
)


(2,297
)


(2,876
)


(2,799
)Total charge-offs


(82,226
)


(17,956
)


(25,228
)


(10,656
)


(14,030
)Recoveries on loans previously charged off:Commercial & industrial


7,417



7,703



3,409



2,707



2,488Commercial real estate:Construction, land & land development


1,653



24



157



6



61Other commercial real estate


90



155



77



926



162Total commercial real estate


1,743



179



234



932



223Real estate  residential mortgage


638



407



270



571



246Individuals


1,157



1,258



1,906



1,481



1,482Total recoveries


10,955



9,547



5,819



5,691



4,439Net loans charged off


(71,271
)


(8,409
)


(19,409
)


(4,965
)


(9,591
)Balance at end of year

$
161,109


$
87,909


$
75,927


$
90,028


$
54,345RatiosAllowance for loan losses to loans at end of year


1.77
%


1.16
%


1.08
%


1.37
%


.97
%Net charge-offs to average loans


.88



.11



.29



.08



.19Gross charge-offs to average loans


1.02



.24



.37



.17



.27Recoveries to gross charge-offs


13.32



53.17



23.07



53.41



31.64RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTSReserve at beginning of year

$
1,300


$
1,900


$
580


$



$
Provision for credit losses


(500
)


(600
)


1,320



580



Reserve at end of year

$
800


$
1,300


$
1,900


$
580


$
  30




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##### Table of Contents



TABLE 7.
    ALLOCATION
    OF THE ALLOWANCE FOR LOAN LOSSES  2008


2007


2006


2005


2004%





%





%





%





%Balance


Loans


Balance


Loans


Balance


Loans


Balance


Loans


Balance


Loans(Dollars in millions)Commercial & industrial

$
33



38
%

$
34



37
%

$
31



38
%

$
41



41
%

$
24



43
%Commercial real estate:Construction, land & land development


54



21



(a
)






(a
)






(a
)






(a
)Other commercial real estate


39



25



(a
)






(a
)






(a
)






(a
)Total commercial real estate


93



46



41



46



32



44



30



42



21



39Residential mortgage


17



12



6



12



4



13



7



12



4



12Consumer


3



4



2



5



4



5



7



5



3



6Unallocated


15







5







5







5







2



Total

$
161



100
%

$
88



100
%

$
76



100
%

$
90



100
%

$
54



100
%     (a)
    
    Allocation by subcategory for 2008 is not available for prior
    years.  INVESTMENT
    SECURITIES
         31




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##### Table of Contents



TABLE 8.
    DISTRIBUTION
    OF INVESTMENT MATURITIES  December 31, 2008One Year


Over One through


Over Five through


Overand Less


Five Years


Ten Years


Ten Years


TotalAmount


Yield


Amount


Yield


Amount


Yield


Amount


Yield


Amount


Yield(Dollars in thousands)Securities Available for SaleMortgage-backed
    securities(a)

$
2,102



4.45
%

$
193,454



4.54
%

$
364,174



4.70
%

$
993,055



4.84
%

$
1,552,785



4.77
%U. S. agency securities










105,578



4.48



















105,578



4.48Obligations of states and political
    subdivisions(b)


1,054



5.85



4,765



6.01



2,029



6.32











7,848



6.07Other debt securities


900



2.19



3,000



5.78



















3,900



4.95Equity
    securities(c)


























58,851



3.21



58,851



3.21Total

$
4,056



4.31
%

$
306,797



4.55
%

$
366,203



4.71
%

$
1,051,906



4.75
%

$
1,728,962



4.70
%Securities Held to MaturityObligations of states and political
    subdivisions(b)

$
6,790



6.62
%

$
89,069



5.68
%

$
73,854



5.97
%

$
40,680



6.50
%

$
210,393



5.97
%Total

$
6,790



6.62
%

$
89,069



5.68
%

$
73,854



5.97
%

$
40,680



6.50
%

$
210,393



5.97
%     (a)
    
    Distributed by contractual maturity without regard to
    repayment schedules or projected prepayments.  (b)
    
    Tax exempt yields are expressed on a fully taxable-equivalent
    basis.(c)
    
    These securities have no stated maturities or guaranteed
    dividends. Yield estimated based on expected near-term
    returns.  Available-for-sale Form 10-K sub-prime
      DEPOSITS
    AND BORROWINGS
   32




---



##### Table of Contents



TABLE 9.
    DEPOSIT
    COMPOSITION  2008


2007


2006(Dollars in thousands)Noninterest-bearing demand deposits

$
3,233,550



35
%

$
2,740,019



32
%

$
2,947,997



35
%Interest-bearing deposits:NOW account deposits


1,281,137



14



1,151,988



13



1,099,408



13Money market deposits


1,306,937



14



1,229,715



14



1,185,610



14Savings deposits


909,197



10



879,609



10



965,652



11Other time deposits


875,999



9



823,884



10



750,165



9Time deposits $100,000 and over


1,654,774



18



1,758,574



21



1,484,476



18Total interest-bearing


6,028,044



65



5,843,770



68



5,485,311



65Total

$
9,261,594



100
%

$
8,583,789



100
%

$
8,433,308



100
%       TABLE 10.
    MATURITIES
    OF TIME DEPOSITS  Deposits of


Deposits of$100,000


Less thanor More


$100,000


Total(In thousands)Three months or less

$
897,305


$
277,514


$
1,174,819Over three months through six months


365,921



240,811



606,732Over six months through twelve months


363,488



258,579



622,067Over twelve months


28,060



99,095



127,155Total

$
1,654,774


$
875,999


$
2,530,773    33




---



##### Table of Contents



Form 10-K.
    SHAREHOLDERS
    EQUITY AND CAPITAL ADEQUACY
         34




---



##### Table of Contents



TABLE 11.
    RISK-BASED
    CAPITAL AND CAPITAL RATIOS  2008


2007


2006


2005


2004(Dollars in thousands)Tier 1 regulatory capital

$
1,118,842


$
911,141


$
853,774


$
765,881


$
767,717Tier 2 regulatory capital


280,103



238,967



77,827



90,608



54,345Total regulatory capital

$
1,398,945


$
1,150,108


$
931,601


$
856,489


$
822,062Risk-weighted assets

$
10,393,894


$
9,023,862


$
8,340,926


$
7,746,046


$
6,527,821RatiosLeverage ratio (Tier 1 capital to average assets)


9.87
%


8.79
%


8.76
%


8.21
%


9.56
%Tier 1 capital to risk-weighted assets


10.76



10.10



10.24



9.89



11.76Total capital to risk-weighted assets


13.46



12.75



11.17



11.06



12.59Shareholders equity to total assets


12.32



11.14



10.93



9.51



11.00       LIQUIDITY
    MANAGEMENT AND CONTRACTUAL OBLIGATIONS
  Liquidity
    Management
         35




---



##### Table of Contents



Form 10-K
    Contractual
    Obligations
   36




---



##### Table of Contents



TABLE 12.
    CONTRACTUAL
    OBLIGATIONS  Payments Due by Period from December 31, 2008Less than


1-3


3-5


More thanTotal


1 Year


Years


Years


5 Years(In thousands)Operating lease obligations

$
85,526


$
10,363


$
16,961


$
12,472


$
45,730Purchase obligations


24,148



14,643



8,295



1,210



Long-term debt
    service(a)


241,403



19,123



23,811



17,625



180,844Other long-term
    liabilities(b)(c)


















Total

$
351,077


$
44,129


$
49,067


$
31,307


$
226,574     (a)
    
    Principal payments on callable subordinated debentures are
    scheduled by expected call dates.(b)
    
    Obligations under the qualified defined benefit pension plan
    are not included. Whitney anticipates making a pension
    contribution of approximately $8 million during 2009;
    however, decreases in the fair value of pension trust assets
    during 2009 could lead to additional contributions. No material
    near-term payments are expected under the unfunded nonqualified
    pension plan. An $11.9 million nonqualified plan obligation
    was recorded at year-end 2008.(c)
    
    The recorded obligation for postretirement benefits other
    than pensions was $18.0 million at December 31, 2008.
    The funding to purchase benefits for current retirees, net of
    retiree contributions, has not been significant.  OFF-BALANCE
    SHEET ARRANGEMENTS
    TABLE 13.
    CREDIT-RELATED
    COMMITMENTS  Commitments Expiring by Period from December 31, 2008Less than


1-3


3-5


More thanTotal


1 Year


Years


Years


5 Years(In thousands)Loan commitments  revolving

$
2,529,987


$
1,824,726


$
410,005


$
290,770


$
4,486Loan commitments  nonrevolving


519,695



276,014



240,502



3,179



Credit card and personal credit lines


508,398



508,398











Standby and other letters of credit


417,053



310,681



34,867



71,505



Total

$
3,975,133


$
2,919,819


$
685,374


$
365,454


$
4,486    37




---



##### Table of Contents



back-up
    ASSET/LIABILITY
    MANAGEMENT
          Form 10-K
   38




---



##### Table of Contents



RESULTS
    OF OPERATIONS
  NET
    INTEREST INCOME (TE)
         39




---



##### Table of Contents



TABLE
    14.
    SUMMARY
    OF AVERAGE BALANCE SHEETS, NET INTEREST
    INCOME(TE)(a)

    YIELD AND RATES  Year Ended


Year Ended


Year EndedDecember 31, 2008


December 31, 2007


December 31, 2006Average





Yield/


Average





Yield/


Average





Yield/Balance


Interest


Rate


Balance


Interest


Rate


Balance


Interest


Rate(Dollars in thousands)ASSETSEARNING ASSETSLoans
    (TE)(b)(c)

$
8,080,658


$
483,372



5.98
%

$
7,364,777


$
556,170



7.55
%

$
6,803,228


$
504,162



7.41
%Mortgage-backed securities


1,477,998



70,798



4.79



1,236,977



58,625



4.74



1,182,700



54,024



4.57U.S. agency securities


171,455



7,063



4.12



312,950



12,936



4.13



317,310



12,090



3.81U.S. Treasury securities


507



18



3.65



22,744



1,111



4.88



41,211



1,237



3.00Obligations of states and political subdivisions (TE)


268,596



15,843



5.90



285,388



16,964



5.94



249,035



15,106



6.07Other securities


48,819



2,036



4.18



35,807



2,133



5.96



34,390



1,966



5.72Total investment securities


1,967,375



95,758



4.87



1,893,866



91,769



4.85



1,824,646



84,423



4.63Federal funds sold and short-term investments


74,587



1,753



2.35



377,943



19,243



5.09



721,388



33,998



4.71Total earning assets


10,122,620


$
580,883



5.74
%


9,636,586


$
667,182



6.92
%


9,349,262


$
622,583



6.66
%NONEARNING ASSETSOther assets


1,067,233











954,840











978,761Allowance for loan losses


(109,511
)










(79,004
)










(85,185
)Total assets

$
11,080,342










$
10,512,422










$
10,242,838LIABILITIES AND SHAREHOLDERS EQUITYINTEREST-BEARING LIABILITIESNOW account deposits

$
1,068,468


$
6,523



.61
%

$
1,034,811


$
12,074



1.17
%

$
1,055,979


$
8,210



.78
%Money market deposits


1,220,312



13,741



1.13



1,222,341



35,454



2.90



1,172,964



26,540



2.26Savings deposits


917,531



3,926



.43



920,028



8,879



.97



1,123,647



11,384



1.01Other time deposits


774,512



24,222



3.13



829,264



31,736



3.83



750,557



22,350



2.98Time deposits $100,000 and over


1,602,111



43,184



2.70



1,682,981



74,857



4.45



1,339,829



53,591



4.00Total interest-bearing deposits


5,582,934



91,596



1.64



5,689,425



163,000



2.86



5,442,976



122,075



2.24Short-term and other borrowings


1,197,869



18,974



1.58



641,758



25,055



3.90



564,835



21,922



3.88Long-term debt


160,880



9,651



6.00



136,459



8,259



6.05



18,010



1,163



6.46Total interest-bearing liabilities


6,941,683


$
120,221



1.73
%


6,467,642


$
196,314



3.04
%


6,025,821


$
145,160



2.41
%NONINTEREST-BEARING LIABILITIES AND SHAREHOLDERS EQUITYDemand deposits


2,786,003











2,708,353











3,033,978Other liabilities


127,479











126,504











117,736Shareholders equity


1,225,177











1,209,923











1,065,303Total liabilities and shareholders equity

$
11,080,342










$
10,512,422










$
10,242,838Net interest income and margin (TE)





$
460,662



4.55
%





$
470,868



4.89
%





$
477,423



5.11
%Net earning assets and spread

$
3,180,937







4.01
%

$
3,168,944







3.88
%

$
3,323,441







4.25
%Interest cost of funding earning assets










1.19
%










2.03
%










1.55
%     (a)
    
    Tax-equivalent (TE) amounts are
    calculated using a marginal federal income tax rate of
    35%.(b)
    
    Includes loans held for
    sale.(c)
    
    Average balance includes
    nonaccruing loans of $173,741 in 2008, $66,051 in 2007 and
    $59,622 in 2006. 40




---



##### Table of Contents



TABLE
    15.
    SUMMARY
    OF CHANGES IN NET INTEREST
    INCOME(TE)(a)

    (b)  Year Ended December 31,


Year Ended December 31,2008 Compared to 2007


2007 Compared to 2006Due to


Total


Due to


TotalChange in


Increase


Change in


IncreaseVolume


Yield/Rate


(Decrease)


Volume


Yield/Rate


(Decrease)(Dollars in thousands)INTEREST INCOME (TE)Loans (TE)

$
50,481


$
(123,279
)

$
(72,798
)

$
42,258


$
9,750


$
52,008Mortgage-backed securities


11,539



634



12,173



2,530



2,071



4,601U.S. agency securities


(5,829
)


(44
)


(5,873
)


(168
)


1,014



846U.S. Treasury securities


(854
)


(239
)


(1,093
)


(699
)


573



(126
)Obligations of states and political subdivisions (TE)


(991
)


(130
)


(1,121
)


2,166



(308
)


1,858Other securities


648



(745
)


(97
)


83



84



167Total investment securities


4,513



(524
)


3,989



3,912



3,434



7,346Federal funds sold and short-term investments


(10,468
)


(7,022
)


(17,490
)


(17,299
)


2,544



(14,755
)Total interest income (TE)


44,526



(130,825
)


(86,299
)


28,871



15,728



44,599INTEREST EXPENSENOW account deposits


381



(5,932
)


(5,551
)


(168
)


4,032



3,864Money market deposits


(59
)


(21,654
)


(21,713
)


1,158



7,756



8,914Savings deposits


(24
)


(4,929
)


(4,953
)


(1,985
)


(520
)


(2,505
)Other time deposits


(1,994
)


(5,520
)


(7,514
)


2,523



6,863



9,386Time deposits $100,000 and over


(3,443
)


(28,230
)


(31,673
)


14,795



6,471



21,266Total interest-bearing deposits


(5,139
)


(66,265
)


(71,404
)


16,323



24,602



40,925Short-term borrowings


14,058



(20,139
)


(6,081
)


3,003



130



3,133Long-term debt


1,466



(74
)


1,392



7,174



(78
)


7,096Total interest expense


10,385



(86,478
)


(76,093
)


26,500



24,654



51,154Change in net interest income (TE)

$
34,141


$
(44,347
)

$
(10,206
)

$
2,371


$
(8,926
)

$
(6,555
)     (a)
    
    Tax-equivalent (TE) amounts are calculated using a marginal
    federal income tax rate of 35%.(b)
    
    The change in interest shown as due to changes in either
    volume or rate includes an allocation of the amount that
    reflects the interaction of volume and rate changes. This
    allocation is based on the absolute dollar amounts of change due
    solely to changes in volume or rate. 41




---



##### Table of Contents



PROVISION
    FOR CREDIT LOSSES
       42




---



##### Table of Contents



NONINTEREST
    INCOME
    TABLE 16.
    NONINTEREST
    INCOME  2008


% change


2007


% change


2006(Dollars in thousands)Service charges on deposit accounts

$
34,050



11
%

$
30,676



9
%

$
28,058Bank card fees


17,670



7



16,487



10



14,999Trust service fees


12,948







12,969



15



11,268Secondary mortgage market operations


4,899







4,915



(6
)


5,254Investment services income


6,035



3



5,836



17



4,994Credit-related fees


5,921



9



5,417



2



5,307ATM fees


5,693



6



5,374



4



5,154Other fees and charges


4,628



(4
)


4,818



7



4,511Earnings from bank-owned life insurance program


3,908



(a
)










Other operating income


6,979



(80
)


35,181



999



3,201Net gain on sales and other revenue from foreclosed assets


4,302



(a
)


5,109



(a
)


2,102Net gain (loss) on disposals of surplus property


72



(a
)


(100
)


(a
)


(57
)Securities transactions


67



(a
)


(1
)


(a
)


Total noninterest income

$
107,172



(15
)%

$
126,681



49
%

$
84,791     (a)
    
    Percentage change not meaningful.         43




---



##### Table of Contents



44




---



##### Table of Contents



NONINTEREST
    EXPENSE
    TABLE 17.
    NONINTEREST
    EXPENSE  2008


% Change


2007


% Change


2006(Dollars in thousands)Employee compensation

$
150,614



(6
)%

$
159,850



10
%

$
145,189Employee benefits


32,808



(3
)


33,694



(4
)


35,027Total personnel


183,422



(5
)


193,544



7



180,216Net occupancy


35,906



7



33,568



13



29,836Equipment and data processing


25,035



9



22,886



9



21,083Legal and other professional services


13,612



28



10,652



(9
)


11,663Telecommunication and postage


11,118



(10
)


12,420



15



10,795Corporate value and franchise taxes


9,312



(3
)


9,571



9



8,780Amortization of intangibles


7,785



(28
)


10,879



4



10,426Security and other outsourced services


15,758







15,735



7



14,755Deposit insurance and regulatory fees


5,373



118



2,462



(1
)


2,494Advertising and promotion


4,824



2



4,740



(32
)


6,999Bank card processing services


4,319



8



4,008



14



3,508Operating supplies


4,223



3



4,120



(7
)


4,419Miscellaneous operating losses


5,269



27



4,140



(51
)


8,449Other operating expense


25,138



23



20,383



(19
)


25,050Total noninterest expense

$
351,094



1
%

$
349,108



3
%

$
338,473        45




---



##### Table of Contents



Form 10-K
                 46




---



##### Table of Contents



Form 10-K
          Form 10-K,
   47




---



##### Table of Contents



INCOME
    TAXES
    TABLE
    18.  INCOME TAXES
  2008


2007


2006(In thousands)Income tax expense at 35% of pre-tax income

$
27,203


$
78,877


$
74,833Increase (decrease) resulting fromTax exempt income


(4,411
)


(3,432
)


(3,626
)Tax credits


(4,358
)


(2,785
)


(3,046
)State income tax and miscellaneous items


704



1,650



1,003Income tax expense reported

$
19,138


$
74,310


$
69,164     FOURTH
    QUARTER RESULTS
      
    Net interest income (TE) for the fourth quarter increased 7%, or
    $8.3 million, compared to the third quarter of 2008.
    Average earning assets increased 8% between these periods,
    including the impact of the Parish acquisition, while the net
    interest margin (TE) compressed by only 4 basis points to
    4.49%. Net interest income for the fourth quarter of 2008
    benefited from abnormally wide spreads between LIBOR rates and
    other benchmarks used to reset variable-rate loans.
    Whitney provided $45.0 million for credit losses in the
    fourth quarter of 2008, compared to $40.0 million in
    2008s third quarter. Net loan charge-offs were
    $19.7 million or .91% of average loans on an annualized
    basis, compared to $24.5 million in the third quarter of
    2008. The allowance for loan losses increased $35.7 million
    during the quarter and represented 1.77% of total loans at
    December 31, 2008, up from 1.55% at the end of 2008s
    third quarter. The total of loans criticized through the
    Companys credit risk-rating process increased
    $184 million from September 30, 2008. Criticized loans
    from the Parish acquisition accounted for approximately
    $55 million of the increase. Over half of the remaining
    increase came from loans for residential development or
    investment, the majority of which were from Whitneys Tampa
    market.
    Noninterest income for 2008s fourth quarter increased 6%,
    or $1.6 million, from the third quarter of 2008, with
    approximately $1.2 million from Parishs operations.
    Deposit service charge income in the 48




---



##### Table of Contents



fourth quarter of 2008 was up 11%, or $.9 million,
    including approximately $.4 million from Parish. The
    remaining increase reflected higher commercial account fees
    mainly driven by a reduction in the earnings credit allowance in
    response to a sharp drop in benchmark market interest rates. Fee
    income from Whitneys secondary mortgage market operations
    increased 26% from 2008s third quarter, but would have
    been flat without Parishs contribution, reflecting
    difficult financial and housing market conditions.  
    The Parish acquisition added approximately $6.8 million to
    noninterest expense for the fourth quarter of 2008, including
    approximately $1.8 million to integrate Parishs
    customers, employees and operating systems. Excluding the costs
    associated with Parish, total noninterest expense decreased
    approximately $4.3 million, or 5%, from the third quarter
    of 2008. Personnel expense was down $9.5 million, excluding
    $2.5 million associated with Parish. Much of this decrease
    was associated with updated performance estimates under
    management and sales-based incentive plans. The total of all
    other noninterest expense unrelated to personnel increased a net
    $5.3 million compared to the third quarter of 2008,
    excluding approximately $4.2 million for Parish. Factors
    contributing to this increase included higher costs for problem
    loan collections and foreclosed asset management, charges
    arising from expanded participation in projects that generate
    tax credits, and a $1.9 million charge related to the
    planned closure of certain branch facilities.  Form 10-K
  Item 7A:
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK  Form 10-K
 49




---



##### Table of Contents



Item 8:
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA SUMMARY
    OF QUARTERLY FINANCIAL INFORMATION (Unaudited)  2008 Quarters4th


3rd


2nd


1st(Dollars in thousands, except per share data)Net interest income

$
119,540


$
111,435


$
111,125


$
113,545Net interest income (TE)


120,902



112,601



112,344



114,815Provision for credit losses


45,000



40,000



35,000



14,000Noninterest income


27,050



25,472



26,174



28,476Net securities gain in noninterest income






67







Noninterest expense


92,026



89,549



85,590



83,929Income tax expense


756



310



3,835



14,237Net income

$
8,808


$
7,048


$
12,874


$
29,855Net income available to common shareholders

$
8,220


$
7,048


$
12,874


$
29,855Average balancesTotal assets

$
11,777,922


$
10,902,329


$
10,838,912


$
10,796,496Earning assets


10,719,892



9,892,165



9,929,683



9,944,709Loans


8,700,317



8,007,507



7,866,942



7,685,478Deposits


8,646,612



8,230,249



8,220,223



8,377,141Shareholders equity


1,264,714



1,192,535



1,213,461



1,229,921RatiosReturn on average assets


.30
%


.26
%


.48
%


1.11
%Return on average common equity


2.67



2.35



4.27



9.76Net interest margin


4.49



4.53



4.54



4.64Earnings per common shareBasic

$
.12


$
.11


$
.20


$
.46Diluted


.12



.11



.20



.45Cash dividends per common share


.20



.31



.31



.31Common stock trading dataHigh price

$
26.37


$
33.02


$
26.32


$
27.49Low price


14.14



13.96



17.85



21.12End-of-period closing price


15.99



24.25



18.30



24.79Trading volume


42,771,277



72,540,716



53,522,061



45,483,491   50




---



##### Table of Contents



SUMMARY
    OF QUARTERLY FINANCIAL INFORMATION (Unaudited)
    (Continued)
   2007 Quarters4th


3rd


2nd


1st(Dollars in thousands, except per share data)Net interest income

$
116,336


$
116,718


$
116,896


$
114,841Net interest income (TE)


117,782



118,245



118,444



116,397Provision for credit losses


10,000



9,000







(2,000
)Noninterest income


24,080



54,455



24,097



24,049Net securities loss in noninterest income






(1
)






Noninterest expense


85,774



88,229



88,661



86,444Income tax expense


14,398



25,178



17,280



17,454Net income

$
30,244


$
48,766


$
35,052


$
36,992Net income available to common shareholders

$
30,244


$
48,766


$
35,052


$
36,992Average balancesTotal assets

$
10,716,391


$
10,633,674


$
10,558,237


$
10,133,651Earning assets


9,857,897



9,746,184



9,665,684



9,268,902Loans


7,542,040



7,362,491



7,352,171



7,118,002Deposits


8,406,547



8,480,098



8,479,666



8,221,857Shareholders equity


1,257,220



1,224,940



1,211,032



1,145,101RatiosReturn on average assets


1.12
%


1.82
%


1.33
%


1.48
%Return on average common equity


9.54



15.79



11.61



13.10Net interest margin


4.75



4.82



4.91



5.08Earnings per common shareBasic

$
.45


$
.72


$
.52


$
.56Diluted


.45



.71



.51



.55Cash dividends per common share


.29



.29



.29



.29Common stock trading dataHigh price

$
28.35


$
30.32


$
31.92


$
33.26Low price


22.46



23.02



29.69



29.07End-of-period closing price


26.15



26.38



30.10



30.58Trading volume


30,514,264



28,674,777



13,035,329



16,256,098   All prices as reported on The Nasdaq Global Select Market.
 51




---



##### Table of Contents



MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
    Internal Control  Integrated Framework
     52




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     Internal Control  Integrated
    Framework
       
   53




---



##### Table of Contents



WHITNEY
    HOLDING CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 312008


2007(Dollars in thousands)ASSETSCash and due from financial institutions

$
299,619


$
290,199Federal funds sold and short-term investments


167,268



534,558Loans held for sale


20,773



16,575Investment securitiesSecurities available for sale


1,728,962



1,698,795Securities held to maturity, fair values of $213,920 and
    $288,444, respectively


210,393



286,442Total investment securities


1,939,355



1,985,237Loans, net of unearned income


9,081,850



7,585,701Allowance for loan losses


(161,109
)


(87,909
)Net loans


8,920,741



7,497,792Bank premises and equipment


212,501



190,095Goodwill


435,678



331,295Other intangible assets


22,883



17,103Accrued interest receivable


39,799



44,860Other assets


321,884



119,550Total assets

$
12,380,501


$
11,027,264LIABILITIESNoninterest-bearing demand deposits

$
3,233,550


$
2,740,019Interest-bearing deposits


6,028,044



5,843,770Total deposits


9,261,594



8,583,789Short-term borrowings


1,276,636



910,019Long-term debt


179,236



165,455Accrued interest payable


19,789



27,079Accrued expenses and other liabilities


117,768



112,186Total liabilities


10,855,023



9,798,528SHAREHOLDERS EQUITYPreferred stock, no par valueAuthorized, 20,000,000 shares; issued and outstanding,
    300,000 shares


293,706



Common stock, no par valueAuthorized  200,000,000 sharesIssued  67,845,159 and 67,713,296 shares,
    respectively


2,800



2,800Capital surplus


397,703



408,266Retained earnings


869,918



885,792Accumulated other comprehensive loss


(25,952
)


(18,803
)Treasury stock at cost  500,000 and
    1,887,780 shares, respectively


(12,697
)


(49,319
)Total shareholders equity


1,525,478



1,228,736Total liabilities and shareholders equity

$
12,380,501


$
11,027,264    54




---



##### Table of Contents



WHITNEY
    HOLDING CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF INCOME
  Years Ended December 312008


2007


2006(Dollars in thousands, except per share data)INTEREST INCOMEInterest and fees on loans

$
483,009


$
554,991


$
502,921Interest and dividends on investment securitiesTaxable securities


82,461



77,774



70,218Tax-exempt securities


8,643



9,097



9,234Interest on federal funds sold and short-term investments


1,753



19,243



33,998Total interest income


575,866



661,105



616,371INTEREST EXPENSEInterest on deposits


91,596



163,000



122,075Interest on short-term borrowings


18,974



25,055



21,922Interest on long-term debt


9,651



8,259



1,163Total interest expense


120,221



196,314



145,160NET INTEREST INCOME


455,645



464,791



471,211PROVISION FOR CREDIT LOSSES


134,000



17,000



3,720NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES


321,645



447,791



467,491NONINTEREST INCOMEService charges on deposit accounts


34,050



30,676



28,058Bank card fees


17,670



16,487



14,999Trust service fees


12,948



12,969



11,268Secondary mortgage market operations


4,899



4,915



5,254Other noninterest income


37,538



61,635



25,212Securities transactions


67



(1
)


Total noninterest income


107,172



126,681



84,791NONINTEREST EXPENSEEmployee compensation


150,614



159,850



145,189Employee benefits


32,808



33,694



35,027Total personnel


183,422



193,544



180,216Net occupancy


35,906



33,568



29,836Equipment and data processing


25,035



22,886



21,083Legal and other professional services


13,612



10,652



11,663Telecommunication and postage


11,118



12,420



10,795Corporate value and franchise taxes


9,312



9,571



8,780Amortization of intangibles


7,785



10,879



10,426Other noninterest expense


64,904



55,588



65,674Total noninterest expense


351,094



349,108



338,473INCOME BEFORE INCOME TAXES


77,723



225,364



213,809INCOME TAX EXPENSE


19,138



74,310



69,164NET INCOME

$
58,585


$
151,054


$
144,645Preferred stock dividends


588







NET INCOME AVAILABLE TO COMMON SHAREHOLDERS

$
57,997


$
151,054


$
144,645EARNINGS PER COMMON SHAREBasic

$
.90


$
2.26


$
2.24Diluted


.89



2.23



2.20WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING Basic


64,767,708



66,953,343



64,687,363Diluted


65,516,642



67,858,307



65,853,149CASH DIVIDENDS PER COMMON SHARE

$
1.13


$
1.16


$
1.08    55




---



##### Table of Contents



WHITNEY
    HOLDING CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN SHAREHOLDERS EQUITY
  AccumulatedCommon Stock and





OtherPreferred


Capital Surplus


Retained


Comprehensive


TreasuryStock


Shares


Amount


Earnings


Income (Loss)


Stock


Total(Dollars and shares in thousands, except per share data)Balance at December 31, 2005

$




63,340


$
252,974


$
738,655


$
(21,223
)

$
(9,363
)

$
961,043Comprehensive income:Net income














144,645











144,645Other comprehensive income:Unrealized net holding gain on securities, net of
    reclassifications and tax


















2,142







2,142Change in minimum pension liability, net of tax


















86







86Total comprehensive income














144,645



2,228







146,873Common stock dividends, $1.08 per share














(70,656
)










(70,656
)Common stock issued in business combination






2,157



75,129















75,129Common stock issued to dividend reinvestment plan






83



322











2,468



2,790Employee incentive plan common stock activity






266



16,793











180



16,973Director compensation plan common stock activity






84



1,279











1,551



2,830Adoption of SFAS No. 158, net of tax (Note 15)


















(22,020
)






(22,020
)Balance at December 31, 2006

$




65,930


$
346,497


$
812,644


$
(41,015
)

$
(5,164
)

$
1,112,962Adjustment on adoption of FIN 48 (Note 23)














721











721Adjusted balance at beginning of period






65,930



346,497



813,365



(41,015
)


(5,164
)


1,113,683Comprehensive income:Net income














151,054











151,054Other comprehensive income:Unrealized net holding gain on securities, net of
    reclassifications and tax


















17,641







17,641Net change in prior service credit and net actuarial loss on
    retirement plans, net of tax


















4,571







4,571Total comprehensive income














151,054



22,212







173,266Common stock dividends, $1.16 per share














(78,627
)










(78,627
)Common stock issued in business combination






1,492



48,298















48,298Common stock issued to dividend reinvestment plan






105



1,676











1,443



3,119Employee incentive plan common stock activity






132



11,937











2,497



14,434Director compensation plan common stock activity






62



2,658











1,415



4,073Common stock acquired under repurchase program






(1,895
)














(49,510
)


(49,510
)Balance at December 31, 2007

$




65,826


$
411,066


$
885,792


$
(18,803
)

$
(49,319
)

$
1,228,736Comprehensive income:Net income














58,585











58,585Other comprehensive income (loss):Unrealized net holding gain on securities, net of
    reclassifications and tax


















20,386







20,386Net change in prior service credit and net actuarial loss on
    retirement plans, net of tax


















(27,535
)






(27,535
)Total comprehensive income (loss)














58,585



(7,149
)






51,436Common stock dividends, $1.13 per share














(73,871
)










(73,871
)Preferred stock dividend and discount accretion


46











(588
)










(542
)Common stock issued in business combination






3,331



(20,277
)










81,229



60,952Common stock issued to dividend reinvestment plan






146



(358
)










3,753



3,395Employee incentive plan common stock activity






47



3,935











1,213



5,148Director compensation plan common stock activity






35



(203
)










911



708Common stock acquired under repurchase program






(2,040
)














(50,484
)


(50,484
)Preferred stock issued with common stock warrant


293,660







6,340















300,000Balance at December 31, 2008

$
293,706



67,345


$
400,503


$
869,918


$
(25,952
)

$
(12,697
)

$
1,525,478    56




---



##### Table of Contents



WHITNEY
    HOLDING CORPORATION AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Years Ended December 312008


2007


2006(Dollars in thousands)OPERATING ACTIVITIESNet income

$
58,585


$
151,054


$
144,645Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization of bank premises and equipment


19,033



17,437



15,710Amortization of purchased intangibles


7,785



10,879



10,426Share-based compensation earned


8,118



14,638



12,265Premium amortization (discount accretion) on securities, net


1,127



910



2,558Provision for credit losses and losses on foreclosed assets


135,260



17,124



3,786Net gains on asset dispositions, including gain on insurance
    settlement in 2007


(2,263
)


(33,804
)


(266
)Deferred tax expense (benefit)


(14,122
)


3,321



(2,001
)Net decrease in loans originated and held for sale


5,125



10,391



19,712Net decrease in interest and other income receivable and prepaid
    expenses


748



1,936



19,261Net increase (decrease) in interest payable and accrued income
    taxes and expenses


(50,131
)


20,113



(31,595
)Other, net


(12,619
)


(2,194
)


10,609Net cash provided by operating activities


156,646



211,805



205,110INVESTING ACTIVITIESProceeds from sales of investment securities available for sale


91,711



38,964



45,815Proceeds from maturities of investment securities available for
    sale


571,303



405,472



376,705Purchases of investment securities available for sale


(576,436
)


(469,438
)


(548,187
)Proceeds from maturities of investment securities held to
    maturity


80,829



10,241



10,015Purchases of investment securities held to maturity


(5,050
)


(23,309
)


(56,056
)Net increase in loans


(980,660
)


(318,711
)


(215,051
)Net (increase) decrease in federal funds sold and short-term
    investments


383,334



(221,628
)


490,908Purchases under bank-owned life insurance program


(150,000
)






Proceeds from sales of foreclosed assets and surplus property


10,634



6,368



2,647Proceeds from insurance settlement






30,801



Purchases of bank premises and equipment


(14,308
)


(24,788
)


(26,131
)Net cash paid in acquisition


(80,287
)


(7,503
)


(33,992
)Other, net


(2,936
)


(2,401
)


8,202Net cash provided by (used in) investing activities


(671,866
)


(575,932
)


54,875FINANCING ACTIVITIESNet increase (decrease) in transaction account and savings
    account deposits


253,654



(319,470
)


(652,825
)Net increase (decrease) in time deposits


(221,304
)


250,766



163,028Net increase in short-term borrowings


316,852



384,723



63,305Proceeds from issuance of long-term debt


11,883



149,738



Repayment of long-term debt


(8,439
)


(7,366
)


(11,573
)Proceeds from issuance of common stock


4,279



6,932



10,113Purchases of common stock


(52,588
)


(52,782
)


(3,165
)Proceeds from issuance of preferred stock with common stock
    warrant


300,000







Cash dividends


(78,590
)


(77,340
)


(68,111
)Other, net


(1,107
)


960



2,581Net cash provided by (used in) financing activities


524,640



336,161



(496,647
)Increase (decrease) in cash and cash equivalents


9,420



(27,966
)


(236,662
)Cash and cash equivalents at beginning of period


290,199



318,165



554,827Cash and cash equivalents at end of period

$
299,619


$
290,199


$
318,165Cash received during the period for:Interest income

$
572,207


$
655,073


$
617,359Cash paid during the period for:Interest expense

$
129,518


$
188,419


$
140,763Income taxes


38,500



60,000



91,583Noncash investing activities:Foreclosed assets received in settlement of loans

$
29,636


$
4,776


$
1,361    57




---



##### Table of Contents



WHITNEY
    HOLDING CORPORATION AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  NOTE 1
    NATURE OF
    BUSINESS      NOTE 2
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT
    PRONOUNCEMENTS    Basis
    of Presentation
    Use of
    Estimates
    Investment
    Securities
         58




---



##### Table of Contents



Loans
    Held for Sale
    Loans
        Allowance
    for Loan Losses
       59




---



##### Table of Contents



Bank
    Premises and Equipment
    Foreclosed
    Assets and Surplus Property
    Goodwill
    and Other Intangible Assets
     60




---



##### Table of Contents



Share-Based
    Compensation
  Share-Based Payment
    Income
    Taxes
    Accounting for Uncertainty in Income
    Taxes
  Earnings
    per Common Share
    Statements
    of Cash Flows
    Operating
    Segment Disclosures
  Disclosures about Segments of an
    Enterprise and Related Information
 61




---



##### Table of Contents



Other
    Accounting
    Standard Developments
  Fair Value Measurements No. 157-3, Determining the Fair Value of a Financial Asset When the
    Market for That Asset Is Not Active
  The Fair Value Option
    for Financial Assets and Financial Liabilities
  Business Combinations
  EITF 03-6-1, Determining Whether Instruments Granted in Share-Based
    Payment Transactions Are Participating Securities Earnings per Share
  Disclosures about
    Derivative Instruments and Hedging Activities (an amendment of
    SFAS No. 133)
 62




---



##### Table of Contents



NOTE 3
    MERGERS
    AND ACQUISITIONS        NOTE 4
    FEDERAL
    FUNDS SOLD AND SHORT-TERM INVESTMENTS    December 312008


2007(In thousands)Federal funds sold

$
43,430


$
231,175U. S. government agency discount notes






199,540Securities purchased under resale agreements


100,000



100,000Other short-term interest-bearing investments and deposits


23,838



3,843Total

$
167,268


$
534,558    63




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##### Table of Contents



NOTE 5
    INVESTMENT
    SECURITIES    Amortized


Unrealized


Unrealized


FairCost


Gains


Losses


Value(In thousands)Securities Available for SaleDecember 31, 2008Mortgage-backed securities

$
1,527,632


$
26,342


$
1,189


$
1,552,785U. S. agency securities


100,269



5,309







105,578Obligations of states and political subdivisions


7,635



223



10



7,848Other securities


62,751











62,751Total

$
1,698,287


$
31,874


$
1,199


$
1,728,962December 31, 2007Mortgage-backed securities

$
1,320,466


$
7,490


$
9,775


$
1,318,181U. S. agency securities


333,243



2,042



576



334,709Obligations of states and political subdivisions


10,135



140



6



10,269Other securities


35,643







7



35,636Total

$
1,699,487


$
9,672


$
10,364


$
1,698,795Securities Held to MaturityDecember 31, 2008Obligations of states and political subdivisions

$
210,393


$
4,316


$
789


$
213,920Total

$
210,393


$
4,316


$
789


$
213,920December 31, 2007Obligations of states and political subdivisions

$
286,442


$
2,896


$
894


$
288,444Total

$
286,442


$
2,896


$
894


$
288,444     Less than 12 Months


12 Months or LongerFair


Unrealized


Fair


UnrealizedDecember 31, 2008

Value


Losses


Value


Losses(In thousands)Securities Available for SaleMortgage-backed securities

$
245,088


$
1,170


$
7,396


$
19Obligations of states and political subdivisions


1,145



9



150



1Total

$
246,233


$
1,179


$
7,546


$
20Securities Held to MaturityObligations of states and political subdivisions

$
13,618


$
461


$
10,459


$
328Total

$
13,618


$
461


$
10,459


$
328   64




---



##### Table of Contents



Less than 12 Months


12 Months or LongerFair


Unrealized


Fair


UnrealizedDecember 31, 2007

Value


Losses


Value


Losses(In thousands)Securities Available for SaleMortgage-backed securities

$
20,822


$
115


$
627,356


$
9,659U.S. agency securities


49,984



16



124,399



560Obligations of states and political subdivisions


799



2



1,338



4Other securities


699



1



744



7Total

$
72,304


$
134


$
753,837


$
10,230Securities Held to MaturityObligations of states and political subdivisions

$
7,156


$
76


$
62,236


$
818Total

$
7,156


$
76


$
62,236


$
818      65




---



##### Table of Contents



Amortized


FairCost


Value(In thousands)Securities Available for SaleWithin one year

$
1,950


$
1,954One to five years


107,930



113,343Five to ten years


1,924



2,029After ten years






Debt securities with single maturities


111,804



117,326Mortgage-backed securities


1,527,632



1,552,785Equity and other debt securities


58,851



58,851Total

$
1,698,287


$
1,728,962Securities Held to MaturityWithin one year

$
6,790


$
6,877One to five years


89,069



90,948Five to ten years


73,854



75,540After ten years


40,680



40,555Total

$
210,393


$
213,920       NOTE 6
    LOANS    December 312008


2007(In thousands)Commercial & industrial

$
3,436,461



38
%

$
2,822,752



37
%Commercial real estate:Construction, land & land development


1,887,480



21



1,770,824



23Other commercial real estate


2,268,248



25



1,706,734



23Total commercial real estate


4,155,728



46



3,477,558



46Residential mortgage


1,079,270



12



933,797



12Consumer


410,391



4



351,594



5Total

$
9,081,850



100
%

$
7,585,701



100
%  66




---



##### Table of Contents



2008(In thousands)Beginning balance

$
24,775Additions


43,605Repayments


(37,584
)Net increase from changes in related parties


986Ending balance

$
31,782     NOTE 7
    ALLOWANCE
    FOR LOAN LOSSES AND RESERVE FOR LOSSES ON UNFUNDED CREDIT
    COMMITMENTS    Years Ended December 312008


2007


2006(In thousands)Allowance at beginning of year

$
87,909


$
75,927


$
90,028Allowance of acquired bank


9,971



2,791



2,908Provision for credit losses


134,500



17,600



2,400Loans charged off


(82,226
)


(17,956
)


(25,228
)Recoveries


10,955



9,547



5,819Net charge-offs


(71,271
)


(8,409
)


(19,409
)Allowance at end of year

$
161,109


$
87,909


$
75,927     Years Ended December 312008


2007


2006(In thousands)Reserve at beginning of year

$
1,300


$
1,900


$
580Provision for credit losses


(500
)


(600
)


1,320Reserve at end of year

$
800


$
1,300


$
1,900  67




---



##### Table of Contents



NOTE 8
    IMPAIRED
    LOANS, NONPERFORMING LOANS, FORECLOSED ASSETS AND SURPLUS
    PROPERTY    December 312008


2007(In thousands)Impaired loans at year end:Requiring a loss allowance

$
218,376


$
86,920Not requiring a loss allowance


54,492



22,412Total recorded investment in impaired loans

$
272,868


$
109,332Impairment loss allowance required at year end

$
39,288


$
22,590Average recorded investment in impaired loans during the year

$
169,308


$
65,751     December 312008


2007(In thousands)Loans accounted for on a nonaccrual basis

$
301,095


$
120,096Restructured loans accruing






Total nonperforming loans

$
301,095


$
120,096Foreclosed assets and surplus property

$
28,067


$
4,624     Years Ended December 312008


2007


2006(In thousands)Contractual interest

$
15,773


$
7,967


$
5,903Interest recognized


903



1,345



1,249Decrease in reported interest income

$
14,870


$
6,622


$
4,654       Years Ended December 312008

2007

2006(In thousands)Revenues

$
3,898


$
4,375


$
1,944Direct expenses


230



236



218  68




---



##### Table of Contents



NOTE 9
    BANK
    PREMISES AND EQUIPMENT    December 312008


2007(In thousands)Land

$
60,861


$
50,262Buildings and improvements


220,784



203,093Equipment and furnishings


135,455



125,412417,100



378,767Accumulated depreciation


(204,599
)


(188,672
)Total bank premises and equipment

$
212,501


$
190,095     Years Ended December 312008


2007


2006(In thousands)Buildings and improvements

$
8,599


$
8,062


$
7,298Equipment and furnishings


10,434



9,375



8,412Total depreciation and amortization expense

$
19,033


$
17,437


$
15,710       (In thousands)2009

$
10,3632010


9,4382011


7,5232012


6,3802013


6,092Later years


45,730Total

$
85,526   NOTE 10
    GOODWILL
    AND OTHER INTANGIBLE ASSETS     69




---



##### Table of Contents



December 312008


2007(In thousands)Purchase value

$
61,910


$
49,318Accumulated amortization


(39,027
)


(32,215
)Carrying value of intangible assets subject to amortization

$
22,883


$
17,103     Years Ended December 312008


2007


2006(In thousands)Deposit relationships and other identifiable intangibles

$
7,785


$
9,595


$
8,713Unidentifiable intangibles






1,284



1,713Total amortization

$
7,785


$
10,879


$
10,426     (In thousands)2009

$
8,7672010


5,1942011


3,3892012


2,2202013 and thereafter


3,313  70




---



##### Table of Contents



NOTE 11
    DEPOSITS    December 312008


2007(In thousands)Noninterest-bearing demand deposits

$
3,233,550


$
2,740,019Interest-bearing deposits:NOW account deposits


1,281,137



1,151,988Money market deposits


1,306,937



1,229,715Savings deposits


909,197



879,609Other time deposits


875,999



823,884Time deposits $100,000 and over


1,654,774



1,758,574Total interest-bearing deposits


6,028,044



5,843,770Total deposits

$
9,261,594


$
8,583,789       (In thousands)2009

$
2,403,6182010


94,6382011


29,4562012


1,9542013 and thereafter


1,107Total

$
2,530,773   NOTE 12
    SHORT-TERM
    BORROWINGS    December 312008


2007(In thousands)Securities sold under agreements to repurchase

$
780,059


$
771,717Federal funds purchased


479,837



98,302Treasury Investment Program


16,740



40,000Total short-term borrowings

$
1,276,636


$
910,019    71




---



##### Table of Contents



2008


2007


2006(Dollars in thousands)At December 31Interest rate


.15
%


3.15
%


3.91
%Balance

$
780,059


$
771,717


$
438,643Average for the yearEffective interest rate


1.31
%


3.80
%


3.76
%Balance

$
637,164


$
583,754


$
491,619Maximum month-end outstanding

$
780,059


$
771,717


$
592,685     2008


2007


2006(Dollars in thousands)At December 31Interest rate


.27
%


3.76
%


4.94
%Balance

$
479,837


$
98,302


$
38,012Average for the yearEffective interest rate


1.71
%


4.94
%


4.80
%Balance

$
261,289


$
48,128


$
61,560Maximum month-end outstanding

$
661,076


$
98,302


$
161,869       NOTE 13
    LONG-TERM
    DEBT    December 312008


2007(In thousands)Subordinated notes payable

$
149,784


$
149,758Other long-term debt


29,452



15,697Total long-term debt

$
179,236


$
165,455      72




---



##### Table of Contents



NOTE 14
    OTHER
    ASSETS AND ACCRUED EXPENSES AND OTHER LIABILITIES    December 312008


2007(In thousands)Other AssetsCash surrender value of life insurance

$
166,627


$
12,258Net deferred income tax asset


73,023



51,718Foreclosed assets and surplus property


28,067



4,624Low-income housing tax credit fund investments


12,182



13,161Prepaid expenses


8,049



7,736Miscellaneous investments, receivables and other assets


33,936



30,053Total other assets

$
321,884


$
119,550Accrued Expenses and Other LiabilitiesAccrued taxes and other expenses

$
24,672


$
27,969Dividend payable


11,647



15,913Liability for pension benefits


38,747



33,956Obligation for postretirement benefits other than pensions


18,045



15,196Reserve for losses on unfunded credit commitments


800



1,300Miscellaneous payables, deferred income and other liabilities


23,857



17,852Total accrued expenses and other liabilities

$
117,768


$
112,186   NOTE 15
    EMPLOYEE
    BENEFIT PLANS  Retirement
    Plans
     73




---



##### Table of Contents



2008


2007Qualified


Nonqualified


Qualified


Nonqualified(In thousands)Changes in benefit obligationBenefit obligation, beginning of year

$
158,966


$
10,763


$
148,366


$
9,227Service cost for benefits


8,128



251



7,862



420Interest cost on benefit obligation


9,381



683



8,669



577Plan amendments


(4,332
)










Net actuarial (gain) loss


1,243



620



(599
)


587Benefits paid


(6,477
)


(382
)


(5,332
)


(48
)Benefit obligation, end of year


166,909



11,935



158,966



10,763Changes in plan assetsPlan assets at fair value, beginning of year


135,773







136,275



Actual return on plan assets


(28,531
)






5,356



Employer contribution


40,000



382







48Benefits paid


(6,477
)


(382
)


(5,332
)


(48
)Plan expenses


(668
)






(526
)


Plan assets at fair value, end of year


140,097







135,773



Funded status and pension liability recognized

$
(26,812
)

$
(11,935
)

$
(23,193
)

$
(10,763
)     2008

2007Discount rate


6.00
%


6.00
%Rate of future compensation increases


3.58



3.58    74




---



##### Table of Contents



2008


2007


2006Qualified


Nonqualified


Qualified


Nonqualified


Qualified


Nonqualified(In thousands)Service cost for benefits in period

$
8,128


$
251


$
7,862


$
420


$
7,597


$
391Interest cost on benefit obligation


9,381



683



8,669



577



7,774



474Expected return on plan assets


(10,877
)






(10,695
)






(9,838
)


Amortization of:Net actuarial loss


822



257



906



284



1,763



227Prior service credit


(93
)


7



(108
)


(8
)


(107
)


(9
)Transition obligation






















53Net periodic pension expense

$
7,361


$
1,198


$
6,634


$
1,273


$
7,189


$
1,136     2008


2007


2006Discount rate


6.00
%


5.75
%


5.50
%Rate of future compensation increases


3.58



3.58



3.58Expected long-term return on plan assets


8.00



8.00



8.00   Employers Accounting for
    Defined Benefit Pension and Other Postretirement
    Plans  an amendment of FASB Statements No. 87,
    88, 106 and 132(R)
 75




---



##### Table of Contents



Net Actuarial


Prior Service








Total,Gain (Loss)


(Cost) Credit


Total


Tax Effect


Net of Tax(In thousands)Balance at December 31, 2006

$
(22,381
)

$
152


$
(22,229
)

$
7,780


$
(14,449
)Changes arising during the period


(5,853
)






(5,853
)


2,048



(3,805
)Adjustments for amounts recognized in net periodic benefit cost


1,190



(116
)


1,074



(377
)


697Recognized in comprehensive income (loss)


(4,663
)


(116
)


(4,779
)


1,671



(3,108
)Balance at December 31, 2007


(27,044
)


36



(27,008
)


9,451



(17,557
)Changes arising during the period:Plan amendment


4,332







4,332



(1,516
)


2,816Other changes


(44,097
)






(44,097
)


15,435



(28,662
)Adjustments for amounts recognized in net periodic benefit cost


1,079



(85
)


994



(348
)


646Recognized in comprehensive income (loss)


(38,686
)


(85
)


(38,771
)


13,571



(25,200
)Balance at December 31, 2008

$
(65,730
)

$
(49
)

$
(65,779
)

$
23,022


$
(42,757
)       Long-rangeActual Allocation


Average


Policy2008


2007


Target


RangeEquity securities


41
%


67
%


55
%


40-70
%Corporate debt securities


15



13U. S. Treasury and government agency securities


14



18Total debt securities


29



31



40



30-50Cash investments


30



2



5



0-10Total


100
%


100
%    76




---



##### Table of Contents



Health
    and Welfare Plans
        2008


2007(In thousands)Changes in benefit obligationBenefit obligation, beginning of year

$
15,196


$
27,128Service cost for benefits






434Interest cost on benefit obligation


830



999Participant contributions


834



724Net actuarial (gain) loss


3,086



(691
)Plan amendment






(11,777
)Benefits paid, net of Medicare subsidy received


(1,902
)


(1,621
)Benefit obligation, end of year


18,044



15,196Changes in plan assetsPlan assets, beginning of year






Employer contributions


1,068



897Participant contributions


834



724Benefits paid, net of Medicare subsidy received


(1,902
)


(1,621
)Plan assets, end of year






Funded status and postretirement benefit liability
    recognized

$
(18,044
)

$
(15,196
)  77




---



##### Table of Contents



Pre- and Post-Medicare Age Cost2008


2007Cost trend rate for next year


9
%


8
%Ultimate rate to which the cost trend rate gradually declines


5



5Year in which the ultimate trend rate is reached


2024



2011       Net Actuarial


Prior Service








TotalGain (Loss)


(Cost) Credit


Total


Tax Effect


Net of Tax(In thousands)Balance at December 31, 2006

$
(14,061
)

$
1,019


$
(13,042
)

$
4,565


$
(8,477
)Changes arising during the period:Plan amendment


600



10,444



11,044



(3,865
)


7,179Other changes arising during the period


714







714



(250
)


464Adjustments for amounts recognized in net periodic benefit cost


2,016



(1,960
)


56



(20
)


36Recognized in comprehensive income (loss)


3,330



8,484



11,814



(4,135
)


7,679Balance at December 31, 2007

$
(10,731
)

$
9,503


$
(1,228
)

$
430


$
(798
)Changes arising during the period


(3,086
)






(3,086
)


1,081



(2,005
)Adjustments for amounts recognized in net periodic benefit cost


1,732



(2,239
)


(507
)


177



(330
)Recognized in comprehensive income (loss)


(1,354
)


(2,239
)


(3,593
)


1,258



(2,335
)Balance at December 31, 2008

$
(12,085
)

$
7,264


$
(4,821
)

$
1,688


$
(3,133
)   NOTE 16
    SHARE-BASED
    COMPENSATION     78




---



##### Table of Contents



Tenure-Based


Performance-BasedWeighted-





Weighted-Average





AverageGrant Date





Grant DateShares


Fair Value


Shares


Fair ValueNonvested at December 31, 2007


104,675


$
28.76



1,203,571


$
31.58Granted


137,958



18.77



239,181



18.44Net change on updated performance estimates










(217,793
)


27.74Vested


(1,800
)


27.99



(345,475
)


31.65Actual forfeitures


(9,207
)


27.28



(81,363
)


32.30Nonvested at December 31,
    2008(a)


231,626


$
22.87



798,121


$
28.58     (a)
    
    Performance-based total includes 416,791 shares that
    could be issued with respect to awards whose performance
    measurement periods were not completed by December 31,
    2008. The maximum shares that potentially could be issued with
    respect to these awards total approximately 691,000. Under
    certain levels of performance, no shares would be issued.   79




---



##### Table of Contents



Weighted-AverageNumber


Exercise PriceOutstanding at December 31, 2005


2,908,044


$
24.38Grants


297,300



35.40Exercises


(379,864
)


21.29Vested expirations and unvested forfeitures


(8,250
)


30.43Outstanding at December 31, 2006


2,817,230



25.95Grants


239,450



29.06Exercises


(191,027
)


21.08Vested expirations and unvested forfeitures


(52,675
)


31.40Outstanding at December 31, 2007


2,812,978



26.44Grants


262,437



18.69Exercises


(55,814
)


20.18Vested expirations and unvested forfeitures


(452,313
)


27.76Outstanding at December 31, 2008


2,567,288


$
25.55Exercisable at December 31, 2008


2,025,093


$
25.25       Weighted-


Weighted-


AggregateAverage Years


Average


IntrinsicRange of Exercise Prices

Number


to Expiration


Exercise Price


Value(Dollars in thousands, except per share data)Options Exercisable$15.31-$18.77


441,570



2.4


$
17.77$20.52-$22.58


613,108



3.9



22.30$28.86-$29.83


478,455



5.5



28.96$30.10-$35.41


491,960



6.8



32.04$15.31-$35.41


2,025,093



4.7


$
25.25


$
12Options Outstanding$15.31-$35.41


2,567,288



5.3


$
25.55


$
12  80




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##### Table of Contents



Years Ended December 312008


2007


2006(In thousands)Proceeds from option exercises

$
884


$
3,813


$
7,323Intrinsic value of option exercised


228



1,703



5,068Tax benefit realized


77



475



1,503     2008


2007


2006Weighted-average expected annualized volatility


24.38
%


21.17
%


22.85
%Weighted-average option life (in years)


6.59



6.61



5.40Expected annual dividend yield


4.00
%


3.50
%


3.25
%Weighted-average risk-free interest rate


3.85
%


4.96
%


5.14
%Weighted-average grant date fair value of options awarded

$
3.47


$
5.83


$
7.40   NOTE 17
    SHAREHOLDERS
    EQUITY, CAPITAL REQUIREMENTS AND OTHER REGULATORY
    MATTERS  Senior
    Preferred Stock
       81




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##### Table of Contents



Stock
    Repurchase Program
    Regulatory
    Capital Requirements
       82




---



##### Table of Contents



Actual





Well-Amount


Ratio


Minimum(a)


Capitalized(b)(Dollars in thousands)December 31, 2008Leverage (Tier 1 Capital to Average Assets):Company

$
1,118,842



9.87
%

$
453,301



(c
)Bank


1,077,856



9.53



452,598


$
565,747Tier 1 Capital (to Risk-Weighted Assets):Company


1,118,842



10.76



415,756



623,634Bank


1,077,856



10.39



415,090



622,635Total Capital (to Risk-Weighted Assets):Company


1,398,945



13.46



831,512



1,039,389Bank


1,357,751



13.08



830,180



1,037,725December 31, 2007Leverage (Tier 1 Capital to Average Assets):Company

$
911,141



8.79
%

$
414,683



(c
)Bank


792,175



7.66



413,744


$
517,180Tier 1 Capital (to Risk-Weighted Assets):Company


911,141



10.10



360,954



541,432Bank


792,175



8.80



360,016



540,024Total Capital (to Risk-Weighted Assets):Company


1,150,108



12.75



721,909



902,386Bank


1,031,011



11.46



720,033



900,041     (a)
    
    Minimum capital required for capital adequacy purposes.(b)
    
    Capital required for well-capitalized status under regulatory
    framework for prompt corrective action.(c)
    
    Not applicable.  Regulatory
    Restrictions on Dividends from Subsidiaries
    Other
    Regulatory Matters
   83




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##### Table of Contents



NOTE 18
    OFF-BALANCE
    SHEET FINANCIAL INSTRUMENTS            December 312008


2007(In thousands)Loan commitments  revolving

$
2,529,987


$
2,475,656Loan commitments  nonrevolving


519,695



534,673Credit card and personal credit lines


508,398



551,748Standby and other letters of credit


417,053



391,922   NOTE 19
    FAIR
    VALUE DISCLOSURES  Fair Value Measurements
 84




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##### Table of Contents



December 31, 2008Fair Value Measurement UsingLevel 1

Level 2

Level 3(In thousands)Investment securities available for sale





$
1,670,136



     Disclosures about Fair Value of
    Financial Instruments
  Cash, federal funds sold and short-term investments and
    short-term borrowings
  Investment in securities available for sale and held to
    maturity
 85




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##### Table of Contents



Loans
  Deposits
  Long-term debt
  Off-balance sheet financial instruments
    December 31, 2008


December 31, 2007Carrying


Fair


Carrying


FairAmount


Value


Amount


Value(In thousands)ASSETS:Cash and short-term investments

$
466,887


$
466,887


$
824,757


$
824,757Investment securities available for
    sale(a)


1,670,136



1,670,136



1,668,568



1,668,568Investment securities held to maturity


210,393



213,920



286,442



288,444Loans held for sale


20,773



21,105



16,575



16,840Loans, net


8,920,741



8,947,135



7,497,792



7,503,265LIABILITIES:Deposits


9,261,594



9,270,404



8,583,789



8,588,181Short-term borrowings


1,276,636



1,276,636



910,019



910,019Long-term debt


179,236



137,810



165,455



161,021     (a)
    
    Excludes nonmarketable equity securities carried at cost.  NOTE 20
    CONTINGENCIES  Legal
    Proceedings
    Indemnification
    Obligation
   86




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##### Table of Contents



Insurance
    Matters Related to Natural Disaster
    NOTE 21
    OTHER
    NONINTEREST INCOME    Years Ended December 312008


2007


2006(In thousands)Investment services income

$
6,035


$
5,836


$
4,994Credit-related fees


5,921



5,417



5,307ATM fees


5,693



5,374



5,154Other fees and charges


4,628



4,818



4,511Earnings from bank-owned life insurance program


3,908







Other operating income


6,979



35,181



3,201Net gains on sales and other revenue from foreclosed assets


4,302



5,109



2,102Net gains (losses) on disposals of surplus property


72



(100
)


(57
)Total

$
37,538


$
61,635


$
25,212     NOTE 22
    OTHER
    NONINTEREST EXPENSE    Years Ended December 312008


2007


2006(In thousands)Security and other outsourced services

$
15,758


$
15,735


$
14,755Deposit insurance and regulatory fees


5,373



2,462



2,494Advertising and promotion


4,824



4,740



6,999Bank card processing services


4,319



4,008



3,508Operating supplies


4,223



4,120



4,419Miscellaneous operating losses


5,269



4,140



8,449Other operating expense


25,138



20,383



25,050Total

$
64,904


$
55,588


$
65,674  87




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##### Table of Contents



NOTE 23
    INCOME
    TAXES    Years Ended December 312008


2007


2006(In thousands)Included in net incomeCurrentFederal

$
31,314


$
67,692


$
68,799State


1,946



3,297



2,366Total current


33,260



70,989



71,165DeferredFederal


(13,639
)


3,445



(2,121
)State


(483
)


(124
)


120Total deferred


(14,122
)


3,321



(2,001
)Total included in net income

$
19,138


$
74,310


$
69,164Included in shareholders equityDeferred tax related to the change in the net unrealized gain on
    securities

$
10,978


$
9,497


$
1,154Deferred tax related to the change in the pension and other
    post-retirement benefits liabilities


(14,827
)


2,463



46Current tax related to stock options and restricted stock and
    units


1,144



(998
)


(2,582
)Total included in shareholders equity

$
(2,705
)

$
10,962


$
(1,382
)       Years Ended December 312008


2007


2006(In percentages)Federal income tax rate


35.00
%


35.00
%


35.00
%Increase (decrease) resulting fromTax-exempt income


(5.68
)


(1.52
)


(1.69
)Tax credits


(5.61
)


(1.23
)


(1.43
)State income tax and miscellaneous items


.91



.72



.47Effective tax rate


24.62
%


32.97
%


32.35
%    88




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##### Table of Contents



December 312008


2007(In thousands)Deferred tax assets:Allowance for credit losses and losses on foreclosed assets

$
56,917


$
31,041Employee compensation and benefits


36,045



31,323Net unrealized loss on securities available for sale






242Unrecognized interest income


6,413



4,848Other


8,685



7,485Total deferred tax assets


108,060



74,939Deferred tax liabilities:Depreciable and amortizable assets


19,883



14,274Gain recognized on casualty insurance settlement


2,273



7,262Net unrealized gain on securities available for sale


10,736



Other


2,145



1,685Total deferred tax liabilities


35,037



23,221Net deferred tax asset

$
73,023


$
51,718   Accounting for Uncertainty in Income
    Taxes
   89




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##### Table of Contents



NOTE 24
    EARNINGS
    PER COMMON SHARE    Years Ended December 312008


2007


2006(Dollars in thousands, except per share data)Numerator:Net income

$
58,585


$
151,054


$
144,645Preferred stock dividends


588







Net income available to common shareholders


57,997



151,054



144,645Effect of dilutive securities










Numerator for diluted earnings per share

$
57,997


$
151,054


$
144,645Denominator:Weighted-average common shares outstanding


64,767,708



66,953,343



64,687,363Effect of potentially dilutive securities and contingently
    issuable shares


748,934



904,964



1,165,786Denominator for diluted earnings per share


65,516,642



67,858,307



65,853,149Earnings per common share:Basic

$
.90


$
2.26


$
2.24Diluted


.89



2.23



2.20Weighted-average antidilutive stock options and warrants


2,355,029



1,060,741



137,090    90




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##### Table of Contents



NOTE 25
    PARENT
    COMPANY FINANCIAL STATEMENTS    BALANCE
    SHEETS
  December 312008


2007(In thousands)ASSETSCash and cash equivalents

$
45,339


$
125,540Investment in bank subsidiary


1,500,493



1,121,770Investments in nonbank subsidiaries


2,865



3,024Notes receivable  nonbank subsidiaries


2,634



4,184Other assets


12,335



17,099Total assets

$
1,563,666


$
1,271,617LIABILITIESDividends payable

$
11,647


$
15,914Subordinated debentures


17,260



13,389Other liabilities


9,281



13,578Total liabilities


38,188



42,881SHAREHOLDERS EQUITY


1,525,478



1,228,736Total liabilities and shareholders equity

$
1,563,666


$
1,271,617   STATEMENTS
    OF INCOME
  Years Ended December 312008


2007


2006(In thousands)Dividend income from bank subsidiary

$
113,500


$
80,000


$
95,000Equity in undistributed earnings of subsidiariesBank


(55,240
)


66,683



45,981Nonbanks


(189
)


21



(11
)Other income, net of expenses


514



4,350



3,675Net income

$
58,585


$
151,054


$
144,645Preferred stock dividends


588







Net income available to common shareholders

$
57,997


$
151,054


$
144,645  91




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##### Table of Contents



STATEMENTS
    OF CASH FLOWS
  Years Ended December 312008


2007


2006(In thousands)OPERATING ACTIVITIESNet income

$
58,585


$
151,054


$
144,645Adjustments to reconcile net income to net cash provided by
    operating activities:Equity in undistributed earnings of subsidiaries


55,429



(66,704
)


(45,970
)Other, net


794



1,593



(761
)Net cash provided by operating activities


114,808



85,943



97,914INVESTING ACTIVITIESInvestments in subsidiaries, net


(370,466
)


(13,291
)


(41,167
)Loans to nonbank subsidiaries, net of repayments


1,550



78,750



(500
)Net cash provided by (used in) investing activities


(368,916
)


65,459



(41,667
)FINANCING ACTIVITIESCash dividends


(78,590
)


(77,340
)


(68,111
)Proceeds from issuance of common stock


4,279



6,932



10,113Purchases of common stock


(52,588
)


(52,782
)


(3,165
)Proceeds from issuance of preferred stock, with common stock
    warrant


300,000







Share-based compensation reimbursed by bank subsidiary


6,929



13,329



5,817Repayment of long-term debt


(6,186
)


(3,093
)


Other, net


63



124



457Net cash provided by (used in) financing activities


173,907



(112,830
)


(54,889
)Increase (decrease) in cash and cash equivalents


(80,201
)


38,572



1,358Cash and cash equivalents at beginning of year


125,540



86,968



85,610Cash and cash equivalents at end of year

$
45,339


$
125,540


$
86,968    92




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##### Table of Contents



Item 9:
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    Item 9A:
    CONTROLS
    AND PROCEDURES  Evaluation of Disclosure Controls and
    Procedures. Rules 13a-15(e) 15d-15(e) Form 10-K.
  Managements Report on Internal Control over Financial
    Reporting and Report of Independent Registered Public Accounting
    Firm. Form 10-K, Form 10-K
  Changes in Internal Control over Financial
    Reporting. Form 10-K
  Item 9B:
    OTHER
    INFORMATION   93




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##### Table of Contents



PART III  Item 10:
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  www.whitneybank.com.
  Form 10-K
  
    The subsections entitled Board of Directors,
    Nominating and Corporate Governance Committee, and
    Audit Committee of the section entitled Board
    of Directors and Its Committees.
    The section entitled Section 16(a) Beneficial
    Ownership Reporting Compliance.
    The section entitled Transactions with Related
    Persons.  Item 11:
    EXECUTIVE
    COMPENSATION    
    The section entitled Executive Compensation.
    The subsections entitled Board Committees and
    Compensation and Human Resources Committee of the
    section entitled Board of Directors and Its
    Committees.
    The section entitled Compensation and Human Resources
    Committee Interlocks and Insider Participation.
    The section entitled Compensation Discussion and
    Analysis.
    The section entitled Compensation and Human Resources
    Committee Report.  Item 12:
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS     94




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##### Table of Contents



Form 10-K,
  Equity
    Compensation Plan Information
  (a)


(b)


(c)Number of SecuritiesRemaining Available forNumber of Securities to be


Weighted-Average


Future Issuance underIssued upon Exercise of


Exercise Price of


Equity Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding SecuritiesPlan Category

Warrants and Rights


Warrants and Rights


Reflected in Column(a))Equity compensation plans approved by shareholders


2,650,288
(1)

$
25.55
(2)


2,224,159
(3)Equity compensation plans not approved by shareholders










Total


2,650,288


$
25.55



2,224,159     (1)
    
    The total includes an aggregate of 2,198,288 shares that
    can be issued on the exercise of options held by employees.
    392,788 shares are subject to options granted under the
    2007 Long-Term Compensation Plan (2007 LTCP),
    913,031 shares are subject to options granted under the
    2004 Long-Term Incentive Plan (2004 LTIP), and
    892,469 shares are subject to options granted under the
    1997 Long-Term Incentive Plan (1997 LTIP). The total also
    includes an aggregate of 369,000 shares that can be issued
    on the exercise of options held by nonemployee directors of the
    Company. These options were granted under the Directors
    Compensation Plan, as amended and restated.Also included in the total are 83,000 common stock equivalent
    units held in deferred compensation accounts maintained for
    certain of the Companys directors, which must eventually
    be distributed as common shares of the Company. As allowed under
    the Directors Compensation Plan, certain nonemployee
    directors have deferred receipt of annual stock awards and fees,
    and the value of these deferrals has been credited to a
    bookkeeping account maintained for each director. The value of
    an account is indexed to the performance of one or more
    investment options specified in the plans. One of the investment
    options is equivalent units of the Companys common stock.
    This option is mandatory for deferred stock awards and was
    extended by the Directors Compensation Plan to deferred
    compensation account balances maintained under a prior deferred
    compensation plan. The number of common stock equivalent units
    allocated to a directors account for each deferral is
    based on the fair market value of the Companys common
    stock on the deferral date. The common stock equivalent units
    are deemed to earn any dividends declared on the Companys
    common stock, and additional units are allocated on the dividend
    payment date based on the stocks fair market value.(2)
    
    Represents the weighted-average exercise price of options
    granted under the 2007 LTCP, the 2004 LTIP, the 1997 LTIP, and
    the Directors Compensation Plan. It does not include the
    per share price of common stock equivalent units held in
    deferred compensation accounts for the benefit of nonemployee
    directors. These units are allocated to accounts based on the
    fair market value of the Companys common stock on the date
    of each account transaction.(3)
    
    Under the 2007 LTCP, the Company is authorized to make awards
    with respect to a maximum of 3,200,000 of its common shares. The
    2007 LTCP provides for the award of options, stock appreciation
    rights, restricted stock and restricted stock units that
    represent common shares, as well as other stock-based awards
    that the Compensation and Human Resources Committee of the
    Companys Board of Directors deems consistent with the
    plans purposes. Of the total shares authorized, the
    Company can make awards with respect to a maximum of
    2,400,000 shares in a form of full-value awards, i.e.,
    awards other than in the form of stock options or stock
    appreciations rights and which are settled in stock. A maximum
    of 1,000,000 shares may be issued upon exercise of
    incentive stock options awarded under the 2007 LTCP. At
    December 31, 2008, the Company could make future awards
    under the 2007 LTCP with respect to 1,882,702 shares of its
    common stock, of which 1,475,490 can be under full-value awards.
    No incentive 95




---



##### Table of Contents



stock options had been awarded under the 2007 LTCP as of
    December 31, 2008. The total shares available for award has
    been reduced by the maximum number of shares that could be
    issued with respect to performance-based awards under the 2007
    LTCP for which the performance measurement period was not
    completed by December 31, 2008.Under the Directors Compensation Plan as originally
    implemented, the Company is authorized to make awards of stock
    options or common stock and allocations of common stock
    equivalent units with respect to the lesser of either 1,687,500
    common shares or 3% of its issued and outstanding common shares,
    as determined from time to time. The Board of Directors
    subsequently amended the plan to reduce the authorized shares to
    no more than 937,500 and to eliminate the annual award of stock
    options beginning in 2009. At December 31, 2008, the
    Company could make future awards or allocations of common stock
    equivalent units under the plan with respect to
    341,457 shares of its common stock.  Item 13:
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    
    The section entitled Transactions with Related
    Persons.
    The first paragraph of the subsection entitled Board of
    Directors in the section entitled Board of Directors
    and Its Committees.
    The first paragraph of the subsection entitled Nominating
    and Corporate Governance Committee in the section entitled
    Board of Directors and Its Committees.
    The first paragraph of the subsection entitled Audit
    Committee in the section entitled Board of Directors
    and Its Committees.
    The first paragraph of the subsection entitled Role of the
    Compensation and Human Resources Committee in the section
    entitled Compensation Discussion and Analysis.  Item 14:
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES   96




---



##### 



PART IV  Item 15:
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  Form 10-K:
   
 PageNumberSummary of Quarterly Financial Information


50Report of Independent Registered Public
    Accounting Firm


53Consolidated Balance Sheets 
    December 31, 2008 and 2007


54Consolidated Statements of Income 
    Years Ended December 31, 2008, 2007 and 2006


55Consolidated Statements of Changes in
    Shareholders Equity  Years Ended
    December 31, 2008, 2007 and 2006


56Consolidated Statements of Cash Flows 
    Years Ended December 31, 2008, 2007 and 2006


57Notes to Consolidated Financial Statements


58        To obtain a copy of any listed exhibit send your request to
    the address below. The copy will be furnished upon payment of a
    fee.
  Mrs. Shirley Fremin, Manager
    Shareholder Services
    Whitney Holding Corporation
    P. O. Box 61260
    New Orleans, LA
    70161-1260(504) 586-3627
    or toll free
    (800) 347-7272,
    ext. 3627E-mail:
    investor.relations@whitneybank.com
  Exhibit 3
.1



Copy of the Companys Composite Charter (filed as
    Exhibit 3.1 to the Companys current report on
    Form 8-K
    filed on December 23, 2008 (Commission file number 0-1026)
    and incorporated by reference).Exhibit 3
.2



Copy of the Companys Bylaws (filed as Exhibit 3.2 to
    the Companys current report on
    Form 8-K
    filed on December 23, 2008 (Commission file number 0-1026)
    and incorporated by reference).Exhibit 4
.1



Form of Certificate of Series A Preferred Stock (filed as
    Exhibit 4.1 to the Companys current report on
    Form 8-K
    filed on December 23, 2008 (Commission file number 0-1026)
    and incorporated by reference).Exhibit 4
.2



Form of Warrant for Purchase of Shares of Common Stock (filed as
    Exhibit 4.2 to the Companys current report on
    Form 8-K
    filed on December 23, 2008 (Commission file number 0-1026)
    and incorporated by reference).Exhibit 10
.1*



Form of Amended and Restated Executive Agreement between the
    Company, the Bank and certain executive officers (filed as
    Exhibit 10.1 to the Companys annual report on
    Form 10-K
    for the year ended December 31, 2007 (Commission file
    number 0-1026) and incorporated by reference).Exhibit 10
.2*



Form of Amended and Restated Officer Agreement between the
    Company, the Bank and an executive officer (filed as
    Exhibit 10.2 to the Companys annual report on
    Form 10-K
    for the year ended December 31, 2007 (Commission file
    number 0-1026) and incorporated by reference).Exhibit 10
.3*



Whitney Holding Corporation 1997 Long-Term Incentive Plan (filed
    as Exhibit A to the Companys Proxy Statement dated
    March 18, 1997 (Commission file number 0-1026) and
    incorporated by reference). 97




---



##### Table of Contents



Exhibit 10
.4*



Whitney Holding Corporation 2004 Long-Term Incentive Plan (filed
    as Exhibit B to the Companys Proxy Statement for the
    Annual Meeting of Shareholders dated March 19, 2004
    (Commission file number 0-1026) and incorporated by reference).Exhibit 10
.5*



Whitney Holding Corporation 2007 Long-Term Compensation Plan
    (filed as Exhibit A of the Definitive Additional Materials
    to the Companys Definitive Proxy Statement on
    Schedule 14A dated March 29, 2007 (Commission file
    number 0-1026) and incorporated by reference).Exhibit 10
.6*



Amendment to the Whitney Holding Corporation 2007 Long-Term
    Compensation Plan effective as of December 1, 2007 (filed
    as Exhibit 10.6 to the Companys annual report on
    Form 10-K
    for the year ended December 31, 2007 (Commission file
    number 0-1026) and incorporated by reference).Exhibit 10
.7*



Form of performance-based restricted stock unit agreement for
    executive officers under the Companys 2007 Long-Term
    Compensation Plan (filed as Exhibit 10.1 to the
    Companys quarterly report for the quarter ended
    June 30, 2007 (Commission file number 0-1026) and
    incorporated by reference.)Exhibit 10
.8*



Form of performance-based restricted stock unit agreement for
    executive officers under the Companys 2004 Long-Term
    Incentive Plan (filed on July 6, 2006 as Exhibit 99.1
    to the Companys current report on
    Form 8-K
    (Commission file number 0-1026) and incorporated by reference).Exhibit 10
.9*



Form of performance-based restricted stock unit agreement for
    executive officers under the Companys 2007 Long-Term
    Compensation Plan (filed as Exhibit 10.10 to the
    Companys annual report on
    Form 10-K
    for the year ended December 31, 2007 (Commission
    file number 0-1026)
    and incorporated by reference).Exhibit 10
.10*



Form of stock option agreement between the Company and certain
    of its officers (filed as Exhibit 10.9b to the
    Companys annual report on
    Form 10-K
    for the year ended December 31, 2001 (Commission file
    number 0-1026) and incorporated by reference).Exhibit 10
.11*



Form of notice and acceptance of stock option grant to certain
    of the Companys officers under the Companys 2004
    Long-Term Incentive Plan (filed on June 17, 2005 as
    Exhibit 99.3 to the Companys current report on
    Form 8-K
    (Commission file number 0-1026) and incorporated by reference).Exhibit 10
.12*



Form of notice and acceptance of stock option grant under the
    Companys 2004 Long-Term Incentive Plan (filed on
    July 6, 2006 as Exhibit 99.2 to the Companys
    current report on
    Form 8-K
    (Commission file number 0-1026) and incorporated by reference).Exhibit 10
.13*



Form of notice and acceptance of stock option grant under the
    Companys 2007 Long-Term Compensation Plan (filed as
    Exhibit 10.14 to the Companys annual report on
    Form 10-K
    for the year ended December 31, 2007 (Commission file
    number 0-1026) and incorporated by reference).Exhibit 10
.14*



Whitney Holding Corporation Directors Compensation Plan
    (filed as Exhibit A to the Companys Proxy Statement
    dated March 24, 1994 (Commission file number 0-1026) and
    incorporated by reference).Exhibit 10
.15*



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
.16*



Whitney Holding Corporation 2001 Directors
    Compensation Plan as amended and restated effective as of
    January 1, 2008 (filed as Exhibit 10.17 to the
    Companys annual report on
    Form 10-K
    for the year ended December 31, 2007 (Commission file
    number 0-1026) and incorporated by reference).Exhibit 10
.17*



Amendment to the Whitney Holding Corporation Amended and
    Restated 2001 Directors Compensation Plan effective
    as of July 23, 2008 (filed as Exhibit 10.1 of the
    Companys quarterly report on
    Form 10-Q
    for the quarter ended September 30, 2008 (Commission file
    number 0-1026) and incorporated by reference).Exhibit 10
.18*



Whitney Holding Corporation Retirement Restoration Plan as
    amended and restated effective January 1, 2008 (filed as
    Exhibit 10.18 to the Companys annual report on
    Form 10-K
    for the year ended December 31, 2007 (Commission file
    number 0-1026) and incorporated by reference). 98




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##### Table of Contents



Exhibit 10
.19*



Whitney Holding Corporation Executive Incentive Compensation
    Plan as amended and restated effective as of January 1,
    2008 (filed as Exhibit 10.19 to the Companys annual
    report on
    Form 10-K
    for the year ended December 31, 2007 (Commission file
    number 0-1026) and incorporated by reference).Exhibit 10
.20*



Whitney Holding Corporation Deferred Compensation Plan as
    amended and restated effective as of January 1, 2008 (filed
    as Exhibit 10.20 to the Companys annual report on
    Form 10-K
    for the year ended December 31, 2007 (Commission file
    number 0-1026) and incorporated by reference).Exhibit 10
.21*



Summary of performance goals to be used to determine cash bonus
    awards to the Companys executive officers for fiscal year
    2008 under the Companys Executive Compensation Plan and
    the maximum bonus opportunities that can be earned by named
    executive officers for fiscal year 2008 (filed on
    January 28, 2008 under Item 5.02 of the Companys
    current report on
    Form 8-K
    (Commission file number 0-1026) and incorporated by reference).Exhibit 10
.22*



Senior Executive Letter Agreement by and between the Company and
    Robert C. Baird, Jr., dated December 19, 2008.Exhibit 10
.23*



Senior Executive Letter Agreement by and between the Company and
    Thomas L. Callicutt, Jr., dated December 19, 2008.Exhibit 10
.24*



Senior Executive Letter Agreement by and between the Company and
    Joseph S. Exnicios, dated December 19, 2008.Exhibit 10
.25*



Senior Executive Letter Agreement by and between the Company and
    John C. Hope, III, dated December 19, 2008.Exhibit 10
.26*



Senior Executive Letter Agreement by and between the Company and
    R. King Milling, dated December 19, 2008.Exhibit 10
.27*



Senior Executive Letter Agreement by and between the Company and
    John M. Turner, Jr., dated December 19, 2008.Exhibit 10
.28



Letter Agreement, dated December 19, 2008, including the
    Securities Purchase Agreement, by and between the Company and
    the United States Department of the Treasury (filed as
    Exhibit 10.1 to the Companys current report on
    Form 8-K
    filed on December 23, 2008 (Commission file number 0-1026)
    and incorporated by reference).Exhibit 12




Statement regarding computation of earnings to fixed chargesExhibit 21




SubsidiariesWhitney Holding Corporation owns 100% of Whitney National Bank,
    a national banking association organized under the laws of the
    United States of America. All other subsidiaries considered in
    the aggregate would not constitute a significant subsidiary.Exhibit 23




Consent of PricewaterhouseCoopers LLP dated March 2, 2009.Exhibit 31
.1



Certification of the Companys Chief Executive Officer
    pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a),
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.Exhibit 31
.2



Certification of the Companys Chief Financial Officer
    pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a),
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.Exhibit 32




Certification by the Companys Chief Executive Officer and
    Chief Financial Officer pursuant to 18 U.S.C Section 1350,
    as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.     *
    
    Management contract or compensatory plan or arrangement.**
    
    Pursuant to Item 601(b)(4)(iii) of
    Regulation S-K,
    copies of instruments defining the rights of certain holders of
    long-term debt are not filed. The Company will furnish copies
    thereof to the SEC upon request. 99




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##### Table of Contents



SIGNATURES       
          Signature

Title

Date/s/  John
    C. Hope, IIIJohn
    C. Hope, III

Chairman of the Board,
    Chief Executive Officer and Director

March 2, 2009/s/  John
    M. Turner, Jr.John
    M. Turner, Jr.

President and Director

March 2, 2009/s/  Thomas
    L. Callicutt, Jr.Thomas
    L. Callicutt, Jr.

Senior Executive Vice President and
    Chief Financial Officer
    (Principal Accounting Officer)

March 2, 2009/s/  A.
    R. Blossman, Jr.A.
    R. Blossman, Jr.

Director

March 2, 2009/s/  Joel
    B. Bullard, Jr.Joel
    B. Bullard, Jr.

Director

March 2, 2009/s/  Angus
    R. Cooper IIAngus
    R. Cooper II

Director

March 2, 2009/s/  Richard
    B. CrowellRichard
    B. Crowell

Director

March 2, 2009/s/  Terence
    E. HallTerence
    E. Hall

Director

March 2, 2009/s/  William
    A. HinesWilliam
    A. Hines

Director

March 2, 2009/s/  Alfred
    S. LippmanAlfred
    S. Lippman

Director

March 2, 2009 100




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##### Table of Contents



Signature

Title

Date/s/  Michael
    L. LomaxMichael
    L. Lomax

Director

March 2, 2009/s/  R.
    King MillingR.
    King Milling

Director

March 2, 2009/s/  Eric
    J. NickelsenEric
    J. Nickelsen

Director

March 2, 2009/s/  Kathryn
    M. SullivanKathryn
    M. Sullivan

Director

March 2, 2009/s/  Dean
    E. TaylorDean
    E. Taylor

Director

March 2, 2009/s/  Thomas
    D. WestfeldtThomas
    D. Westfeldt

Director

March 2, 2009  101