Exhibit
      10.6





**AMENDMENT
      TO THE WHITNEY HOLDING CORPORATION**


**2007
      LONG-TERM COMPENSATION PLAN**





This
      Amendment to the 2007 Long-Term
      Compensation Plan (the “Plan”) was adopted on November 28, 2007 by the Board of
      Directors of Whitney Holding Corporation (the “Company”).





The
      Plan
      is hereby amended, effective as of December 1, 2007, as follows:





1.           By
      deleting Section 17.3 in its entirety and replacing it with the
      following:





(a)                 Notwithstanding
      anything in the Plan or in any Award Certificate to the contrary, to the extent
      that any amount or benefit that would constitute non-exempt “deferred
      compensation” for purposes of Section 409A of the Code would otherwise be
      payable or distributable under the Plan or any Award Certificate by reason
      of
      the occurrence of a Change in Control, or the Participant’s Disability or
      separation from service, such amount or benefit will not be payable or
      distributable to the Participant by reason of such circumstance unless
      (i) the circumstances giving rise to such Change in Control, Disability or
      separation from service meet any description or definition of “change in control
      event”, “disability” or “separation from service”, as the case may be, in
      Section 409A of the Code and applicable regulations (without giving effect
      to any elective provisions that may be available under such definition), or
      (ii) the payment or distribution of such amount or benefit would be exempt
      from the application of Section 409A of the Code by reason of the
      short-term deferral exemption or otherwise.  This provision does not
      prohibit the *vesting* of any Award upon a Change in Control, Disability
      or separation from service, however defined.  If this provision
      prevents the payment or distribution of any amount or benefit, such payment
      or
      distribution shall be made on the next earliest payment or distribution date
      or
      event specified in the Award Certificate that is permissible under Section
      409A.





(b)                 If
      any one or more Awards granted under the Plan to a Participant could qualify
      for
      any separation pay exemption described in Treas. Reg. Section 1.409A-1(b)(9),
      but such Awards in the aggregate exceed the dollar limit permitted for the
      separation pay exemptions, the Company (acting through the Compensation and
      Human Resource Committee) shall determine which Awards or portions thereof
      will
      be subject to such exemptions.





(c)                 Notwithstanding
      anything in the Plan or in any Award Certificate to the contrary, if any amount
      or benefit that would constitute non-exempt “deferred compensation” for purposes
      of Section 409A of the Code would otherwise be payable or distributable under
      this Plan or any Award Certificate by reason of a Participant’s separation from
      service during a period in which the Participant is a Specified Employee (as
      defined below), then, subject to any permissible acceleration of payment by
      the
      Committee under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations
      order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment of
      employment taxes):





(i)
      if
      the payment or distribution is payable in a lump sum, the Participant’s right to
      receive payment or distribution of such non-exempt deferred compensation will
      be
      delayed until the earlier of the Participant’s death or the first day of the
      seventh month following the Participant’s separation from service;
      and





(ii)
      if
      the payment or distribution is payable over time, the amount of such non-exempt
      deferred compensation that would otherwise be payable during the six-month
      period immediately following the Participant’s separation from service will be
      accumulated and the Participant’s right to receive payment or distribution of
      such accumulated amount will be delayed until the earlier of the Participant’s
      death or the first day of the seventh month following the Participant’s
      separation from service, whereupon the accumulated amount will be paid or
      distributed to the Participant and the normal payment or distribution schedule
      for any remaining payments or distributions will resume.








For
      purposes of this Plan, the term “Specified Employee” has the meaning given such
      term in Code Section 409A and the final regulations thereunder, *provided,
      however*, that, as permitted in such final regulations, the Company’s
      Specified Employees and its application of the six-month delay rule of Code
      Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted
      by
      the Compensation and Human Resource Committee of the Board, which shall be
      applied consistently with respect to all nonqualified deferred compensation
      arrangements of the Company, including this Plan.





(d)                 Eligible
      Participants who are service providers to an Affiliate may be granted Options
      or
      SARs under this Plan only if the Affiliate qualifies as an “eligible issuer of
      service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) of the
      final regulations under Code Section 409A.





2.           Except
      as specifically set forth herein, the terms of the Plan shall remain in full
      force and effect as prior to this amendment.





IN
      WITNESS WHEREOF, the Company has caused this Amendment to be executed by its
      duly authorized officer as of the date first above written.








WHITNEY
      HOLDING CORPORATION





By:


Title:  Chairman
      of the Board and


Chief Executive Officer