<PAGE>


                                 March 27, 2000


Securities and Exchange Commission
450 Fifth St., N.W.
Judiciary Plaza
Washington, D.C.  20549-1004

Via Edgar Electronic Filing System

                                                      In Re:  File Number 0-1026
                                                              ------------------

Gentlemen:

         Pursuant to  regulations  of the  Securities  and Exchange  Commission,
submitted  herewith  for filing on behalf of Whitney  Holding  Corporation  (the
"Company") is the Company's  Report on Form 10-K for the period  ended  December
31, 1999.

         This  filing  is  being   effected  by  direct   transmission   to  the
Commission's EDGAR System.

                                               Sincerely,




                                               /s/ Thomas L. Callicutt, Jr.
                                               ---------------------------------
                                               Thomas L. Callicutt, Jr.
                                               Executive Vice President &
                                               Chief Financial Officer
                                               (504) 552-4591

TLC/drm
<PAGE>
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1999        Commission file number 0-1026

                           WHITNEY HOLDING CORPORATION
             (Exact name of registrant as specified in its charter)
         Louisiana                                      72-6017893
 (State of incorporation)                   (I.R.S. Employer Identification No.)

                             228 St. Charles Avenue
                          New Orleans, Louisiana 70130
                    (Address of principal executive offices)

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

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

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

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

                           Common Stock, no par value
                                (Title of Class)

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

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

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

As of February 29, 2000, the aggregate  market value of the voting stock held by
non-affiliates was approximately $652,842,000.

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

            Class                           Outstanding at February 29, 2000
  --------------------------                --------------------------------
  Common Stock, no par value                           22,597,848

Documents Incorporated by Reference         Part of 10-K in which incorporated
-----------------------------------         ----------------------------------
Proxy Statement for 2000 annual meeting                 Part III
 except for information referred to in
  Item 402(a)(8) of Regulation S-K

================================================================================
<PAGE>
<TABLE>
<CAPTION>
                           WHITNEY HOLDING CORPORATION
TABLE OF CONTENTS
                                                                                                              Page
------------------------------------------------------------------------------------------------------------------------------------

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

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

PART II
     Item 5:      Market for the Registrant's Common Stock and Related Shareholder Matters                       5
     Item 6:      Selected Financial Data                                                                        6
     Item 7:      Management's Discussion and Analysis of Financial Condition and Results of Operations          7
     Item 7a:     Quantitative and Qualitative Disclosure about Market Risk                                     24
     Item 8:      Financial Statements and Supplementary Data                                                   25
     Item 9:      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure          54

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

PART III
     Item 10:     Directors and Executive Officers of the Registrant                                            54
     Item 11:     Executive Compensation                                                                        57
     Item 12:     Security Ownership of Certain Beneficial Owners and Management                                57
     Item 13:     Certain Relationships and Related Transactions                                                57

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

PART IV
     Item 14:     Exhibits, Financial Statement Schedules and Reports on Form 8-K                               57

     Signatures                                                                                                 60


                               Page 2 of 63 Pages
</TABLE>
<PAGE>
                                     PART I

Item 1:  BUSINESS

ORGANIZATION AND RECENT DEVELOPMENTS

     Whitney  Holding  Corporation  (the  "Company") is a Louisiana bank holding
company  registered  pursuant to the Bank Holding  Company Act of 1956 ("BHCA").
The Company  began  operations in 1962 as the parent of Whitney  National  Bank,
which  has  been in  continuous  operation  since  1883.  Beginning  in 1995 and
continuing  through 1997, the Company operated as a multi-bank  holding company,
having  established  the Whitney Bank of Alabama in 1995,  the Whitney  National
Bank of Florida in 1996 and the Whitney  National Bank of Mississippi in 1997 in
connection with business  acquisitions.  In January 1998, the Company merged all
of its banking  operations  into Whitney  National Bank.  Throughout this annual
report,  references to the "Bank" will cover all former  subsidiary  banks.  The
Company also owns Whitney Community Development Corporation, which is authorized
to make equity and debt investments in corporations or projects whose activities
promote  community  welfare.  Such activities could include  providing  housing,
services  or jobs  for  residents  of low  income  areas  and  supporting  small
businesses that service low-income areas. In the third quarter of 1999, the Bank
formed Whitney Securities L.L.C., a wholly-owned  subsidiary that is expected to
begin  operations as a broker-dealer  in securities  during the first quarter of
2000 after obtaining regulatory approvals.

     In November  1999,  the Company  entered  into a  definitive  agreement  to
acquire Bank of Houston with two  locations in the Houston,  Texas  metropolitan
area. The Company  completed this purchase in the first quarter of 2000. Bank of
Houston will continue to operate as a separate banking subsidiary of the Company
for the foreseeable future.

NATURE OF BUSINESS AND MARKETS

     The Company,  through the Bank,  engages in community banking in its market
areas in the four  state Gulf  Coast  region,  including  south  Louisiana,  the
coastal  region of  Mississippi,  central  and south  Alabama,  and the  western
panhandle  of Florida.  The Bank serves both  commercial  and retail  customers,
offering a variety of deposit products and cash management services, secured and
unsecured loan facilities,  including revolving credit products,  and commercial
transaction  financing.  The Bank also provides trust and investment  management
services to retirement benefit plans,  corporations and individuals,  and offers
certain limited investment  brokerage  services.  Whitney Securities L.L.C. will
expand the range of  investment  services and products  that the Bank  currently
offers  directly to its  customers.  The Bank also maintains a foreign branch on
Grand Cayman in the British West Indies.

     Bank of Houston also engages in community  banking in the metropolitan area
of  Houston,   Texas,   providing  deposit  and  credit  products  primarily  to
individuals  and  smaller-scale  commercial  customers.  The Company  expects to
expand Bank of  Houston's  product  offerings  and widen the scope of its target
commercial  customer base. Bank of Houston will also market  financial  services
offered by the Bank and Whitney Securities L.L.C.

THE SUBSIDIARY BANK

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

COMPETITION

     There is significant  competition within the financial services industry in
general as well as with respect to the particular financial services provided by
the Bank. Within its market areas, the Bank competes directly with major banking
institutions of comparable or larger size and resources, as well as with various
other  smaller  banking  organizations.  The Bank  also has  numerous  local and
national  "non-bank"  competitors,  including savings and loans,  credit unions,
mortgage  companies,  personal  and  commercial  finance  companies,  investment
brokerage and financial advisory firms, and registered investment companies.

     The growth of  electronic  communication  and  commerce  over the  Internet
influences the Company's  competitive  environment in several ways. New entities
have been  formed  which  deliver  financial  services  and access to  financial

                               Page 3 of 63 Pages
<PAGE>
products and transactions  exclusively through the Internet.  New Internet-based
services  are being and have been  developed  which are  designed to enhance the
value of traditional  financial products.  The Internet will also make it easier
for consumers to obtain comparative  information on financial products and, over
time,  could lead to changes in consumer  preferences  for  financial  products.
Management has been evaluating the competitive  challenges  posed by the growing
use of the Internet and is actively  developing a response  appropriate in light
of its overall market strategy.

     Over the last decade,  there has been significant  consolidation within the
financial  services  industry,  particularly  with  respect to the  banking  and
savings and loan segments of this  industry.  Most recently,  consolidation  has
been driven by general  competitive  pressures.  All of the Bank's  major direct
banking   competitors   have  been  relatively   active  in  expansion   through
acquisition. Since January 1994 the Company has acquired twelve separate banking
operations involving approximately $1.8 billion of assets, including the Bank of
Houston  transaction.  The trend toward  industry  consolidation  is expected to
continue in the near term.

INDUSTRY REGULATION AND INFLUENCE OF GOVERMENTAL AGENCIES

     The participants in the financial  services industry are subject to varying
degrees of regulation and governmental  supervision.  The current system of laws
and regulations  will likely change over time and will influence the competitive
positions  of the  participants.  Whether  these  changes  will be  favorable or
unfavorable to the Company and the Bank cannot be predicted.

     The banking industry is extensively  regulated under both federal and state
law. The regulation and ongoing  supervision of bank holding companies and their
subsidiaries is intended primarily for the protection of depositors, the deposit
insurance funds of the Federal Deposit  Insurance  Corporation  ("FDIC") and the
banking system as a whole,  and not for the protection of the holding  company's
shareholders and creditors.

     The Company is subject to regulation  under the BHCA and to  supervision by
the Board of  Governors  of the Federal  Reserve  System  ("FRB").  Bank holding
companies must seek the FRB's approval for all bank  acquisitions and must limit
their  activities  to  those  permitted  under  the  BHCA.  The  Office  of  the
Comptroller of the Currency ("OCC") is the Bank's primary regulator and provides
ongoing  supervision  through  regular  examinations  and other  means.  Bank of
Houston is regulated and  supervised by the Texas  Department of Banking and the
FDIC. Bank supervision focuses on evaluating  management's  ability to identify,
assess  and  control  risk in all areas of bank  operations  in a safe and sound
manner.  Regulators have a wide range of enforcement  actions  available to deal
with institutions  with unacceptable  levels of risk. These actions could have a
material impact on a bank's financial results and could impose additional limits
on a bank's ability to pay dividends to its holding company. Regulators are also
charged with  monitoring  compliance  with other laws and  regulations,  such as
those  designed to  encourage  banks to meet the needs of all  segments of their
service areas.  Regulatory  agencies consider  compliance ratings when deciding,
for  example,  whether  to  approve an  acquisition  by the bank or its  holding
company.

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

EMPLOYEES

     At the end of 1999,  the  Company  and the Bank  employed  a total of 2,116
employees.  The Company and its  subsidiaries  provide a variety of  competitive
benefit programs  including  retirement  plans and group health,  life and other
insurance programs. The Company also maintains training and educational programs
designed to prepare employees for positions of increasing responsibility.

Item 2:  PROPERTIES

     The Company owns no real estate in its own name.  The  Company's  executive
offices  are  located  in  downtown  New  Orleans  in  the  Bank's  main  office
facilities,  which the Bank  owns.  A portion  of these  facilities,  as well as
portions of certain other facilities in Louisiana and Mississippi, are available
for lease to third parties,  although such  incidental  leasing  activity is not
material  to the  Company's  overall  operations.  The Bank  owns  approximately
seventy percent of its 116 active banking facilities.  Bank of Houston also owns
its two  banking  locations.  The  remaining  branch  facilities  are subject to
leases,  each of which management  considers to be reasonable and appropriate to
its location.  Management ensures that

                               Page 4 of 63 Pages
<PAGE>

all properties,  whether owned or leased, are maintained in suitable  condition.
Management also evaluates its banking facilities on an ongoing basis to identify
possible   under-utilization   and  to   determine   the  need  for   functional
improvements,  relocations or possible sales.  As a result of this process,  the
Bank  closed   transactions   involving  six  of  its  facilities  during  1999,
recognizing gains as shown in Table 14 in Item 7.

     In  2000,  the  Company  plans  to  open or  begin  construction  on  three
additional  branch locations in its Alabama and Florida  markets.  Total capital
expenditures for these new facilities are estimated at $3 million.

     The Bank holds a variety of property  interests  acquired through the years
in settlement of loans.  Reference is made to Note 8 to the financial statements
included in Item 8 for further information  regarding such property interests as
of December 31, 1999.

Item 3:  LEGAL PROCEEDINGS

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

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

     None.

Item 4a: EXECUTIVE OFFICERS OF THE REGISTRANT

     Incorporated by reference to the Company's 1999 10-K, Item 10.

                                     PART II

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

     a)The  Company's  stock is  traded  over-the-counter  on The  Nasdaq  Stock
       Market and is reported  under the symbol  WTNY.  The Summary of Quarterly
       Financial  Information  located  on page 53 shows  the  range of  closing
       prices of the Company's stock for each calendar  quarter of 1999 and 1998
       as reported on The Nasdaq Stock Market.

     b)The  approximate  number  of shareholders of record of the Company, as of
       February 29, 2000, was as follows:

             Title of Class                    Shareholders of Record
             ----------------------------      ----------------------
             Common Stock, no par value                 6,100

     c)Also located on the Summary of Quarterly Financial Information,  page 53,
       are details regarding the dividends declared by the Company.

                               Page 5 of 63 Pages

<PAGE>
<TABLE>
<CAPTION>
Item 6:  SELECTED FINANCIAL DATA

              WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
------------------------------------------------------------------------------------------------------------------------------
                                                                                 Years Ended December 31
------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                    1999         1998         1997         1996         1995
------------------------------------------------------------------------------------------------------------------------------
YEAR-END BALANCE SHEET DATA
------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>          <C>          <C>          <C>          <C>
  Total assets                                                 $5,545,388   $5,211,919   $4,787,447   $4,675,250   $4,367,552
  Earning assets                                                4,983,601    4,762,169    4,359,432    4,233,584    3,939,430
  Investment in securities                                      1,291,863    1,340,078    1,470,967    1,668,000    1,822,582
  Loans                                                         3,673,047    3,270,581    2,864,664    2,484,495    2,027,538
  Deposits                                                      4,309,398    4,256,662    3,935,871    3,672,438    3,656,457
  Shareholders' equity                                            557,103      560,961      525,136      482,992      449,225
------------------------------------------------------------------------------------------------------------------------------
AVERAGE BALANCE SHEET DATA
  Total assets                                                 $5,243,473   $4,857,088   $4,630,995   $4,438,672   $4,117,755
  Earning assets                                                4,793,793    4,429,631    4,229,210    4,043,543    3,742,192
  Investment in securities                                      1,363,456    1,301,163    1,569,143    1,798,811    1,901,027
  Loans                                                         3,377,691    2,972,664    2,609,275    2,174,400    1,745,433
  Deposits                                                      4,206,688    3,930,221    3,679,832    3,569,118    3,453,728
  Shareholders' equity                                            560,261      548,806      503,325      465,347      417,417
------------------------------------------------------------------------------------------------------------------------------
INCOME STATEMENT DATA
  Interest income                                                $349,813     $336,113     $323,571     $301,586     $278,988
  Interest expense                                                124,065      122,981      122,245      117,368      102,071
  Net interest income                                             225,748      213,132      201,326      184,218      176,917
  Net interest income (TE)                                        231,485      217,858      206,220      189,075      181,122
  Provision for possible loan losses                                6,000           73       (2,120)      (3,626)      (8,616)
  Non-interest income (exclusive of securities transactions)       66,663       58,438       52,827       43,570       39,693
  Securities transactions                                               -          839           12            2           50
  Non-interest expense                                            194,163      194,499      170,245      160,695      146,920
  Net income                                                       62,420       52,679       57,178       47,811       53,646
  Net income, before tax-effected merger-related expenses          62,420       57,237       59,705       51,230       53,646
------------------------------------------------------------------------------------------------------------------------------
KEY RATIOS
  Return on average assets                                           1.19%        1.08%        1.23%        1.08%        1.30%
  Return on average shareholders' equity                            11.14%        9.60%       11.36%       10.27%       12.85%
  Net interest margin                                                4.83%        4.92%        4.88%        4.68%        4.84%
  Average loans to average deposits                                 80.29%       75.64%       70.91%       60.92%       50.54%
  Efficiency ratio                                                  65.12%       70.40%       65.72%       69.07%       66.54%
  Efficiency ratio, before merger-related expenses                  65.12%       68.17%       64.41%       67.26%       66.54%
  Reserve for possible loan losses to loans                          1.21%        1.23%        1.55%        1.77%        2.23%
  Non-performing assets to loans plus foreclosed and surplus property .46%         .49%         .51%         .69%        1.12%
  Average shareholders' equity to average assets                    10.68%       11.30%       10.87%       10.48%       10.14%
  Shareholders' equity to total assets                              10.21%       10.76%       10.97%       10.33%       10.29%
  Leverage ratio                                                     9.99%       10.39%       10.83%       10.60%        9.75%
  Tier 1 capital ratio                                              12.75%       13.81%       15.27%       15.39%       17.68%
  Total capital ratio                                               13.83%       14.87%       16.49%       16.64%       18.93%
------------------------------------------------------------------------------------------------------------------------------
SELECTED COMMON SHARE DATA
  Earnings Per Share
      Basic                                                         $2.71        $2.26        $2.48        $2.10        $2.39
      Basic, before tax-effected merger-related expenses            $2.71        $2.46        $2.59        $2.25        $2.39
      Diluted                                                       $2.70        $2.24        $2.46        $2.09        $2.37
      Diluted, before tax-effected merger-related expenses          $2.70        $2.44        $2.57        $2.24        $2.37
  Dividends
      Cash dividends per share                                      $1.32        $1.20        $1.12        $0.97        $0.82
      Dividend payout ratio                                         48.50%       52.57%       42.63%       40.54%       27.79%
  Book Value Per Share
      Book value                                                   $24.68       $23.98       $22.72       $21.14       $19.91
      Tangible book value                                          $23.37       $23.01       $21.90       $20.20       $18.85
  Trading Data
      High stock price                                             $41.75       $63.38       $59.75       $35.88       $34.00
      Low stock price                                              $32.19       $35.75       $34.75       $29.50       $22.00
      Closing stock price                                          $37.06       $37.50       $57.00       $35.38       $31.00
      Trading volume                                            9,370,446    6,574,200    5,582,668    4,514,528    4,577,317
  Average Shares Outstanding
      Basic                                                    23,013,671   23,283,458   23,025,173   22,729,851   22,417,663
      Diluted                                                  23,091,105   23,499,643   23,236,174   22,897,208   22,615,722
------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                               Page 6 of 63 Pages

<PAGE>
Item 7:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF

         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     The purpose of this  discussion  and  analysis  is to focus on  significant
changes in the financial  condition of Whitney Holding Corporation (the Company)
and its  subsidiaries  and on their results of operations  during 1999, 1998 and
1997. The Company's principal subsidiary is Whitney National Bank (the Bank), in
which virtually all of the Company's  operations are contained.  This discussion
and  analysis is intended to  highlight  and  supplement  information  presented
elsewhere  in  this  annual  report,  particularly  the  preceding  consolidated
financial statements and related notes.  Certain financial  information in prior
years has been reclassified to conform to the current year's presentation.

OVERVIEW

     During  1998 and  1997,  the  Company  made six  business  acquisitions  as
detailed  in Note 3,  and the  Company  incurred  conversion  and  other  merger
expenses  related to the  acquisitions in each of these years.  Table 1 compares
net income,  earnings per share,  return on average assets and return on average
shareholders'  equity  for 1999,  1998 and  1997,  showing  the  effect of these
merger-related expenses.
<TABLE>
<CAPTION>

TABLE 1.  EFFECTS OF MERGER-RELATED EXPENSES                                            Years Ended December 31
------------------------------------------------------------------------------------------------------------------------
(dollars in millions, except per share data)                                         1999         1998         1997
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>          <C>         <C>
Earnings, before tax-effected merger-related expenses                               $62.4        $57.2       $ 59.7
Tax-effected merger-related expenses                                                    -         (4.5)        (2.5)
------------------------------------------------------------------------------------------------------------------------
Net income                                                                          $62.4        $52.7       $ 57.2
------------------------------------------------------------------------------------------------------------------------
Basic earnings per share, before tax-effected merger-related expenses               $2.71        $2.46       $ 2.59
Effect of tax-effected merger-related expenses                                          -         (.20)        (.11)
------------------------------------------------------------------------------------------------------------------------
Basic earnings per share                                                            $2.71        $2.26       $ 2.48
------------------------------------------------------------------------------------------------------------------------
Return on average assets, before tax-effected merger-related expenses                1.19 %       1.18 %       1.29 %
Effect of tax-effected merger-related expenses                                          -        ( .10)       ( .06)
------------------------------------------------------------------------------------------------------------------------
Return on average assets                                                             1.19 %       1.08 %       1.23 %
------------------------------------------------------------------------------------------------------------------------
Return on average shareholders' equity, before tax-effected merger-related
expenses                                                                            11.14 %      10.43 %      11.86 %
Effect of tax-effected merger-related expenses                                          -        ( .83)       ( .50)
------------------------------------------------------------------------------------------------------------------------
Return on average shareholders' equity                                              11.14 %       9.60 %      11.36 %
------------------------------------------------------------------------------------------------------------------------
</TABLE>

     The Company earned $62.4 million for 1999.  This is a $5.2 million,  or 9%,
increase   over  the  $57.2   million   earned  in  1998   before   tax-effected
merger-related  expenses. Per share earnings increased 10% to $2.71 in 1999 from
$2.46 in 1998  before  merger-related  expenses.  The key  components  of 1999's
earnings performance follow:

o        Net interest income,  on a  taxable-equivalent  basis,  increased $13.6
         million,  or 6%,  from 1998 to 1999.  Strong loan growth of 14% in 1999
         continued  to have a  favorable  impact on the mix of  earning  assets,
         while the mix of funding  sources  remained  relatively  stable and the
         Company  effectively managed its funding costs. The net interest margin
         remained strong at 4.83% in 1999 compared to 4.92% in 1998.

o        Total  non-interest  income  increased $7.4 million,  or 12%. A growing
         customer base and healthy market area  economies  contributed to strong
         improvements   in  income  from  deposit  service   charges,   merchant
         processing fees and other fees from credit and debit card transactions,
         and trust service fees.  These factors and a favorable rate environment
         also contributed to the growth in income from secondary mortgage market
         operations,  although the pace of this growth  slowed toward the end of
         1999 with rising market rates.

o        Non-interest expense, excluding merger-related expenses, increased at a
         slower rate, rising $5.8 million, or 3%, between 1998 and 1999. Expense
         control  programs  begun in late  1998 had a  favorable  impact  on the
         growth rate of several major expense  categories,  including  personnel
         expense and net occupancy expense. 1998's non-interest expense had also
         been  unfavorably  impacted by  unexpected  employee  benefit costs and
         certain other items.

o        Sustained  loan  growth  was  the primary  factor behind the $6 million
         provision  for  possible loan losses during 1999 compared to a  nominal
         provision in 1998.

                               Page 7 of 63 Pages

<PAGE>
o        The  Company  executed  a  $39 million stock repurchase program for one
         million  shares  during  1999  as  part  of  its  ongoing   efforts  to
         effectively manage its capital position.

     Earnings  before  tax-effected  merger-related  expenses  decreased by $2.5
million in 1998 from 1997. Growth in  taxable-equivalent  net interest income of
$11.6 million,  or 6%, resulted  primarily from a 14% increase in average loans.
Non-interest income grew by $6.4 million, or 12%, primarily because of increases
in credit card income and trust service fees resulting  from increased  business
in those areas.  Offsetting  these positive factors was a $2.2 million change in
the provision for possible loan losses and a $21.7 million,  or 13%, increase in
non-interest expense over 1997,  excluding  merger-related  expenses.  Personnel
expense rose with the hiring of key employees,  increased incentive compensation
expense and unexpectedly high health claims. Branch network expansion, including
the branches  purchased in Lake  Charles,  Louisiana,  also  contributed  to the
increase in  non-interest  expense,  as did expenses  related to enhancements to
communications and data processing  hardware and software,  and increased credit
card processing charges.

FORWARD-LOOKING STATEMENTS

     Certain statements in this annual report may be regarded as forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. These forward-looking  statements,  made in good faith by the Company, are
based on a number of  assumptions  about the future.  Some of the more important
assumptions  include (i) expectations  about overall  economic  strength and the
performance  of the economies in the Company's  market area,  (ii)  expectations
about the movement of interest rates, including actions that may be taken by the
Federal  Reserve  Board in  response  to  changing  economic  conditions,  (iii)
reliance on existing or anticipated  changes in laws and  regulations  affecting
the activities of the banking  industry and other financial  service  providers,
and (iv) expectations regarding the nature and level of competition,  changes in
consumer  behavior and  preferences,  and the  Company's  ability to execute its
plans to respond effectively.

     Because it is uncertain  whether future  conditions and events will confirm
the Company's  assumptions,  there is a risk that the Company's  future  results
will differ materially from what is stated in or implied by such forward-looking
statements. The Company cautions the reader to consider this risk.

LOANS AND RESERVE FOR POSSIBLE LOAN LOSSES

     Average  loans grew $405 million in 1999 compared to an increase in 1998 of
$363  million,  or 14% in each  period.  Table 2,  which is based on  regulatory
collateral codes,  shows the Company has experienced  significant loan growth in
most all major categories.
<TABLE>
<CAPTION>

TABLE 2.  LOANS OUTSTANDING BY TYPE

---------------------------------------------------------------------------------------------------------------------------
                                                                                 December 31
---------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                      1999           1998          1997           1996          1995
---------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>           <C>            <C>           <C>
Commercial, financial and agricultural loans          $1,466,018     $1,299,243    $1,202,904     $1,039,873    $  879,400
Real estate loans - commercial and other               1,213,465      1,036,547       818,213        698,054       530,769
Real estate loans - retail mortgage                      700,311        640,214       548,771        468,439       384,029
Loans to individuals                                     292,680        292,336       288,810        265,851       219,734
Lease financing                                              573          2,241         5,966         12,278        13,606
---------------------------------------------------------------------------------------------------------------------------
     Total loans                                      $3,673,047     $3,270,581    $2,864,664     $2,484,495    $2,027,538
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

     As can be seen in Table 2, commercial loans increased $344 million, or 15%,
between year-end 1998 and 1999.  Commercial real estate lending,  which includes
loans  secured  by  properties  used in  commercial  or  industrial  operations,
supplied $177 million of this overall  increase,  growing 17%. Recent growth has
come from a variety of sources.  A strong convention and tourism industry in the
New Orleans metropolitan area continued to spur demand for hotel construction in
1999,  and several  new  developments  are  planned  for 2000.  Hotel loans were
approximately  13% of total  commercial  real estate loans at year-end 1999. The
Bank does not provide  permanent  financing  for all of its  projects,  and this
percentage is not expected to grow in 2000. The economic health of the Company's
eastern  Gulf  Coast  markets  and the  attractiveness  of

                               Page 8 of 63 Pages
<PAGE>

this  area as a resort  destination  are  behind  the  growth in  apartment  and
condominium  projects  financed  by the Bank.  The Bank has also  increased  its
financing of a variety of retail,  small office and other commercial  facilities
in this region and throughout its market areas.

     Commercial  loans other than those secured by real property  increased $167
million,  or 13%,  from the end of 1998.  Loans to  customers in the oil and gas
industry  increased  $68 million in 1999,  primarily  to  companies  involved in
production support and services,  as underlying  commodity prices rebounded near
the end of 1999.  The activity in this  industry  continues to have an important
impact on the economies of certain of the Company's  market areas,  particularly
southern  Louisiana.  At December  31,  1999,  outstanding  loans to oil and gas
industry customers totaled $250 million,  or 7% of total loans.  Another area of
substantial  growth in 1999 was in loans secured by  collateral  other than real
estate to provide  customers  with venture  capital  funds,  although such loans
represent  only  approximately  2% of the  portfolio.  Loans to  retailers  were
relatively stable, while loans to manufacturers and wholesalers declined, partly
as a result of out-of-market acquisitions of local companies. The overall growth
in  commercial  lending  also  reflects  the  Company's  ability to develop  its
customer  base in its newer  market areas and to take  advantage of  competitive
circumstances to attract new business in its established markets.

     Retail  loans,  including  both  retail  mortgage  loans and other loans to
individuals,  increased $60 million,  or 6%,  between 1998 and 1999. All of this
growth was in the retail  mortgage  loan  category  which  increased 9% in 1999.
Growth  in  the   origination   of   adjustable-rate   mortgage  loan  products,
particularly as market rates rose in the second half of 1999, was a large factor
behind this increase.  The Company originates  conventional  fixed-rate mortgage
loans  primarily  for sale in the  secondary  mortgage  market.  The  successful
promotion  of the  Company's  fixed-term  home equity  loan  product was also an
important  factor in the  growth  of this loan  category.  This  product  offers
customers the  opportunity  to leverage  rising home values and equity to obtain
tax-advantaged consumer financing. Loans to individuals include various consumer
installment  and credit  line loan  products  other than  retail  mortgage  loan
products.  The  Company's  exit from one  segment of this  market  and  consumer
preference  for  tax-advantaged  home equity  financing  impeded  growth in this
category  which was stable between 1998 and 1999.  The  customer-focused  retail
sales training program  conducted  company-wide in 1998 produced  enhanced sales
efforts that supported the overall growth in retail loans in 1999.

     Table 3 reflects  contractual  loan  maturities,  unadjusted  for scheduled
principal reductions, prepayments or repricing opportunities.  Approximately 90%
of the loans with maturities greater than one year bear fixed rates of interest.
<TABLE>
<CAPTION>
TABLE 3.  LOAN MATURITIES BY TYPE

---------------------------------------------------------------------------------------------------------------------------
                                                                                    December 31
---------------------------------------------------------------------------------------------------------------------------
                                                                One year        One through       More than
(dollars in thousands)                                           or less         five years      five years          Total
---------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                <C>               <C>          <C>
Commercial, financial and agricultural loans                  $  925,510         $  464,138        $ 76,370     $1,466,018
Real estate loans- commercial and other                          301,759            620,295         291,411      1,213,465
Real estate loans - retail mortgage                               46,129            219,671         434,511        700,311
Loans to individuals                                             187,319             89,061          16,300        292,680
Lease financing                                                      365                208               -            573
---------------------------------------------------------------------------------------------------------------------------
   Total loans                                                $1,461,082         $1,393,373        $818,592     $3,673,047
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

     Each loan carries a degree of credit risk.  Management's evaluation of this
risk is ultimately  reflected in the Company's financial statements by the level
of the reserve for possible loan losses,  and changes in this ongoing evaluation
over time are reflected in the  provision  for loan losses  charged to operating
expense.

     The Company  maintains  the reserve for possible  loan loss at a level that
management believes is adequate to absorb potential losses in the portfolio. The
factors that  management  considers in  determining  the adequacy of the reserve
include, but are not limited to, prevailing economic conditions,  credit reviews
of individual loans,  collateral values of properties  securing loans, growth in
the  loan  portfolio,  composition  of the  loan  portfolio,  and  past  due and
non-accruing loans.

                               Page 9 of 63 Pages
<PAGE>
     At  December  31,  1999,  the reserve  for  possible  loan losses was $44.5
million or 1.21% of total loans,  compared to $40.3  million,  or 1.23% of total
loans in 1998.  The reserve was 292% of  non-performing  loans at year-end 1999,
compared to 285% at year-end 1998. Table 4 shows the activity in the reserve for
possible loan losses over the past five years.  The allocation of the reserve is
included in Table 5.
<TABLE>
<CAPTION>

TABLE 4.  SUMMARY OF ACTIVITY IN THE RESERVE FOR POSSIBLE LOAN LOSSES
--------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                              1999         1998           1997          1996         1995
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>            <C>           <C>          <C>
Balance at the beginning of year                                 $40,282      $44,543        $44,030       $45,309      $42,983
Reserves acquired in bank purchase                                     -            -              -             -        1,772
Provision for possible loan losses
   charged (credited) to operations                                6,000           73         (2,120)       (3,626)      (8,616)
Loans charged to the reserve
   Commercial, financial and agricultural                          5,533        6,100          5,174         4,981        3,669
   Real estate (primarily commercial)                              1,273          519            462           185          260
   Loans to individuals                                            2,412        5,423          2,474         1,662        1,610
   Lease financing                                                    93          588          1,085         1,849          200
--------------------------------------------------------------------------------------------------------------------------------
      Total                                                        9,311       12,630          9,195         8,677        5,739
--------------------------------------------------------------------------------------------------------------------------------
Recoveries of loans previously charged off
   Commercial, financial and agricultural                          4,236        3,999          6,290         3,868        5,259
   Real estate (primarily commercial)                              1,256        2,699          3,442         5,481        6,972
   Loans to individuals                                            2,003        1,597          2,096         1,652        2,620
   Lease financing                                                     -            1              -            23           58
--------------------------------------------------------------------------------------------------------------------------------
      Total                                                        7,495        8,296         11,828        11,024       14,909
--------------------------------------------------------------------------------------------------------------------------------
Net (charge-offs) recoveries                                      (1,816)      (4,334)         2,633         2,347        9,170
--------------------------------------------------------------------------------------------------------------------------------
Balance at the end of year                                       $44,466      $40,282        $44,543       $44,030      $45,309
--------------------------------------------------------------------------------------------------------------------------------
Ratios
     Gross charge-offs to average loans                             .28%         .42%          .35 %         .40 %        .33 %
     Recoveries to gross charge-offs                              80.50%       65.68%       128.64 %      127.05 %     259.78 %
     Net charge-offs (recoveries) to average loans                  .05%         .15%         (.10)%        (.11)%       (.53)%
     Reserve for possible loan losses to loans at end of year      1.21%        1.23%         1.55 %        1.77 %       2.23 %
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

TABLE 5.  ALLOCATION OF THE RESERVE FOR POSSIBLE LOAN LOSSES
--------------------------------------------------------------------------------------------------------------------------------
                                                                        December 31
--------------------------------------------------------------------------------------------------------------------------------
                                   1999                1998               1997                1996                1995
--------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)       Reserve   Loans     Reserve   Loans    Reserve    Loans    Reserve    Loans    Reserve    Loans
--------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>      <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
Commercial, financial and
   agricultural                 48.4 %   39.9 %    39.7 %    39.7 %    41.5 %    41.9 %    42.0 %    41.8 %    40.8 %    43.4 %
Real estate - commercial
   and other                    28.4     33.0      31.6      31.7      28.3      28.6      26.7      28.1      23.2      26.2
Real estate - retail mortgage   14.9     19.1      20.4      19.6      16.4      19.2      14.8      18.9      12.7      18.9
Loans to individuals             8.0      7.9       7.9       8.9       9.0      10.1       6.9      10.7       8.0      10.8
Lease financing                   .1       .1        .1        .1        .7        .2       2.4        .5       1.9        .7
Unallocated                       .2        -        .3         -       4.1         -       7.2         -      13.4         -
--------------------------------------------------------------------------------------------------------------------------------
Total                          100.0 %  100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %   100.0 %
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                              Page 10 of 63 Pages
<PAGE>



     In 1998 the Company charged off $2.7 million of student loans in connection
with the final  settlement of a claim by the U.S.  Department of Education (DOE)
related to the  Company's  participation  in guaranteed  student loan  programs.
Excluding this  fully-reserved  loan loss, the Company's  charge-offs  have been
relatively stable over the last three years, totaling $9.3 million in 1999, $9.9
million in 1998 and $9.2 million in 1997. Recoveries of loans previously charged
off have declined over this  three-year  period,  and the Company has moved to a
net charge-off position in 1999 and 1998 from the net recovery position in 1997.
Because of anticipated  further  declines in loan  recoveries and continued loan
growth, management expects net charge-offs to grow in future periods.

     A minimal  provision  for  possible  loan losses of $73,000 was recorded in
1998 by pooled entities prior to acquisition.  A portion of the $2.1 million net
reserve  reduction in 1997  reflected  the reversal of excess  reserves that had
previously  been  established to cover the settlement of the DOE claim mentioned
above.

     Non-performing  assets consist of non-performing  loans,  foreclosed assets
and surplus banking  property.  Table 6 provides  information on  non-performing
assets  for  the  five  years  ended  December  31,  1999.  The 6%  increase  in
non-performing  assets to $17.1  million at year-end 1999 follows a 10% increase
in 1998 from the low point in recent years of $14.7  million at the end of 1997.
Despite  these  increases,  non-performing  assets  as a percent  of loans  plus
foreclosed assets and surplus property have declined over this period to .46% at
the end of 1999 from .49% in 1998 and .51% in 1997.  With  continued loan growth
and  considering  the rise in  internally  classified  assets  discussed  below,
however, total non-performing assets will likely increase in the future.
<TABLE>
<CAPTION>

TABLE 6.  NON-PERFORMING ASSETS

--------------------------------------------------------------------------------------------------------------------------
                                                                              December 31
--------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                   1999           1998           1997           1996           1995
--------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>            <C>            <C>            <C>
Loans accounted for on a non-accrual basis            $13,601        $11,497        $ 9,335        $ 9,383        $11,839
Restructured loans                                      1,634          2,660          2,342          3,029          2,888
--------------------------------------------------------------------------------------------------------------------------
   Total non-performing loans                          15,235         14,157         11,677         12,412         14,727
Foreclosed assets and surplus property                  1,831          2,004          3,048          4,835          8,056
--------------------------------------------------------------------------------------------------------------------------
   Total non-performing assets                        $17,066        $16,161        $14,725        $17,247        $22,783
--------------------------------------------------------------------------------------------------------------------------
Loans 90 days past due still accruing                 $ 2,617        $ 3,765        $ 2,142        $ 3,149        $ 2,084
--------------------------------------------------------------------------------------------------------------------------
Ratios
     Non-performing assets to loans plus
        foreclosed assets and surplus property            .46%           .49%           .51%           .69%          1.12%
     Reserve for possible loan losses to
        non-performing loans                           291.87%        284.54%        381.46%        354.74%        307.66%
     Loans 90 days past due still accruing to loans       .07%           .12%           .07%           .13%           .10%
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

     At December 31, 1999,  loans  internally  classified as having above normal
credit risk totaled $196 million,  an increase of $39 million, or 25%, from $157
million at year-end 1998.  Classified loans were approximately 5% of total loans
at the end of both 1999 and  1998,  up from an  historically  low level of 3% of
total loans at  December  31,  1997.  The net  increase  from  year-end  1998 is
primarily  related to changes  in the  classifications  of loans with five large
commercial  customers,  each of which  operates  in a  different  industry.  The
classification  totals at December  31, 1999 were as follows:  loans as to which
there are serious doubts as to full  repayment,  $7 million;  substandard  loans
with well-defined weaknesses that, if not corrected, would likely result in some
loss, $85 million;  and loans with risk  characteristics that indicate potential
weaknesses that warrant special attention, $104 million.  Management continually
reviews  the  loan  portfolio  to  identify  potentially  weak or  deteriorating
credits.

                              Page 11 of 63 Pages
<PAGE>
INVESTMENT IN SECURITIES

     Total  investment  in  securities  was $1.29  billion at December 31, 1999,
compared  to $1.34  billion at  year-end  1998.  The  average  total  investment
portfolio  was $1.36  billion in 1999,  compared  to $1.30  billion in 1998,  an
increase of $62 million.  Between these same periods, average federal funds sold
and other short-term  liquidity management  investments  decreased $103 million.
This shift away from  short-term  investments and into  longer-term  investments
took place as the yield difference  between these types of investments  improved
after compressing during the latter part of 1998.

     The  weighted-average  taxable-equivalent  portfolio  yield  was  6.19%  at
December  31,  1999,  a decrease of 18 basis  points from 6.37% at December  31,
1998,   reflecting  mainly   maturities  and  calls  of  older   higher-yielding
securities.  At December  31, 1998,  the  weighted-average  yield on  securities
maturing within one year had been 6.66%.  Substantially all of the securities in
the investment portfolio bear fixed interest rates.

     Information about contractual investment maturities at December 31, 1999 is
shown in  Table 7. The  weighted-average  contractual  maturity  of the  overall
securities  portfolio was 50 months at December 31, 1999,  compared to 47 months
at year-end 1998.  The carrying  value of securities  with explicit call options
totaled $465  million at year-end  1999.  These call  options and the  projected
principal  reductions  and  prepayments  on  mortgage-backed  securities are not
reflected in Table 7.
<TABLE>
<CAPTION>

TABLE 7.  DISTRIBUTION OF INVESTMENT MATURITIES

---------------------------------------------------------------------------------------------------------------------------
                                                    December 31, 1999
---------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)     One year and        Over one           Over five         Over ten years          Total
                               less          through five        through ten
                                                 years              years
---------------------------------------------------------------------------------------------------------------------------
                           Amount   Yield     Amount   Yield    Amount   Yield      Amount   Yield      Amount  Yield
---------------------------------------------------------------------------------------------------------------------------
                                                     SECURITIES AVAILABLE FOR SALE(d)
---------------------------------------------------------------------------------------------------------------------------
<S>                         <C>     <C>       <C>      <C>        <C>      <C>        <C>      <C>      <C>       <C>
U.S. Treasury securities    $ 3,004 6.41 %    $  4,967 5.31 %     $    -      - %     $    -      - %   $  7,971  5.72 %
U.S. agency securities          196 3.32       102,357 5.94        6,579   6.70        4,995   7.12      114,127  6.03
Mortgage-backed securities(a) 4,549 5.71         8,087 5.65       57,241   6.15       13,654   6.01       83,531  6.05
Obligations of states
 and political subdivisions(b)    -    -             -    -          134   8.00          508   9.65          642  9.30
Other corporate securities(c)   250    -             -    -            -      -          411      -          661     -
---------------------------------------------------------------------------------------------------------------------------
    Total                   $ 7,999 5.92 %    $115,411 5.89 %   $ 63,954   6.21 %   $ 19,568   6.40 %   $206,932  6.04 %
---------------------------------------------------------------------------------------------------------------------------
                                                       SECURITIES HELD TO MATURITY
---------------------------------------------------------------------------------------------------------------------------
U.S. Treasury securities    $30,552 6.20 %    $ 77,022 5.97 %   $      -      - %   $      -      - %   $107,574  6.04 %
U.S. agency securities       11,690 5.54       270,301 5.74       75,613   5.81        1,002   6.96      358,606  5.75
Mortgage-backed securities(a) 5,604 6.16       127,106 6.40      187,374   5.96      106,990   6.35      427,074  6.19
Obligations of states and
 political subdivisions(b)   13,011 7.76        63,738 7.74       62,449   7.04       44,953   6.90      184,151  7.30
Federal Reserve stock and
 other corporate
  securities (c)                  -    -             -    -            -      -        7,256      -        7,256     -
---------------------------------------------------------------------------------------------------------------------------
    Total                   $60,857 6.40 %    $538,167 6.16 %   $325,436   6.13 %   $160,471   6.49 % $1,084,931  6.22 %
---------------------------------------------------------------------------------------------------------------------------
<FN>
(a) Distributed by contractual maturity without regard to repayment schedules or projected prepayments.
(b) Tax exempt yields are expressed on a fully taxable equivalent basis.
(c) These securities have no stated maturities or guaranteed dividends.
(d) These securities are classified as available for sale before maturity.  The actual timing of any potential sales,
    however, is not determinable at year-end.
</FN>
</TABLE>

     During 1999,  the Company  began  building  its  investment  in  securities
classified  as available  for sale,  primarily as a means to increase  liquidity
management flexibility.  Such securities constituted 16% of the total investment
portfolio  at the  end  of  1999,  compared  to 8% at the  end  of  1998.  These
securities  are  reported at  estimated  fair market  value in the  consolidated
balance  sheets.  The net unrealized  loss on available for sale  securities was
$4.8  million  at  year-end  1999 and $.3  million  at  1998's  year-end.  These
unrealized losses are recognized,  net of tax, in other comprehensive income and
in accumulated other comprehensive income, a separate component of shareholders'
equity.

                              Page 12 of 63 Pages
<PAGE>
     Securities that the Bank positively  intends and has the ability to hold to
maturity  continued to constitute  the bulk of the investment  portfolio.  These
securities are carried at amortized cost in the consolidated balance sheets.

     The  Bank  does not  normally  maintain  a  securities  trading  portfolio.
Occasionally,  immaterial  amounts of trading  account  securities  are held for
short  periods  while  buying  and  selling   securities  for  customers.   Such
securities,  if any, are included in other  assets in the  consolidated  balance
sheets.

     At December 31, 1999, the Bank held no investment in securities of a single
issuer,  other than U.S.  Treasury and U.S.  government  agency  securities  and
mortgage-backed  securities  issued or guaranteed by U.S.  government  agencies,
that exceeded 10% of its shareholders'  equity. The Bank has made no investments
in financial  instruments  or  participated  in agreements  with values that are
linked to or  derived  from  changes  in the value of some  underlying  asset or
index.  Such  instruments  would  include  futures,  forward  contracts,  option
contracts,  interest rate swap agreements and other financial  arrangements with
similar characteristics.  These financial instruments or agreements are commonly
referred to as  derivatives.  Management  continues  to evaluate  whether to use
deriviatives as part of its asset/liability and liquidity management processes.

DEPOSITS AND SHORT-TERM BORROWINGS

     Deposits  were $4.31  billion at  December  31,  1999 and $4.26  billion at
year-end 1998.  Average deposits were $4.21 billion in 1999, a $276 million,  or
7%, increase over 1998.  Growth was registered in all deposit  categories,  with
the exception of traditional  savings  account  deposits.  The most  significant
growth continued to come from the promotion of bundled banking services, such as
the Bank's Whitney SELECT  package,  that include a premium money market account
product.  Total money market  deposits  increased $163 million,  or 28%, in 1999
and,  as is shown in Table 8,  represented  approximately  18% of total  average
deposits  compared  to 15% in 1998.  Total time  deposits,  which are  primarily
certificates  of deposit,  rose 3% in 1999 and were a  relatively  stable 32% of
total  deposits.  Table 9 shows the  maturities of time deposits at December 31,
1999. The Bank continued to show growth in non-interest-bearing demand deposits,
with  an  increase  of $81  million,  or  7%,  on  average  over  1998.  Average
non-interest-bearing  deposits  were 28% of average total  deposits  during both
1999 and 1998.  Deposits  acquired  with the Lake Charles  branches in September
1998 contributed $95 million to the overall increase in average deposits in 1999
and  represented  a  significant  portion of the growth in average  NOW  account
deposits and time deposits.
<TABLE>
<CAPTION>

TABLE 8.  AVERAGE DEPOSITS

-------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                 1999                         1998                         1997
-------------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>          <C>             <C>        <C>             <C>
Non-interest-bearing demand deposits           $1,164,231      27.7%        $1,083,530      27.6%      $  996,888      27.1%
NOW account deposits                              488,459      11.6            465,211      11.8          478,338      13.0
Money market deposits                             744,440      17.7            580,828      14.8          389,540      10.6
Savings deposits                                  478,511      11.4            508,180      12.9          542,901      14.8
Other time deposits                               753,545      17.9            743,783      18.9          763,358      20.7
Time deposits $100,000 and over                   577,502      13.7            548,689      14.0          508,807      13.8
-------------------------------------------------------------------------------------------------------------------------------
     Total average deposits                    $4,206,688     100.0%        $3,930,221     100.0%     $ 3,679,832     100.0%
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>
                              Page 13 of 63 Pages

<PAGE>

TABLE 9.  MATURITIES OF TIME DEPOSITS

--------------------------------------------------------------------------------
(dollars in thousands)
--------------------------------------------------------------------------------
Remaining maturity of time deposits of $100,000 or more
     as of December 31, 1999
          Three months or less                                       $   321,525
          Over three months through twelve months                        231,253
          Over twelve months                                              30,238
--------------------------------------------------------------------------------
               Total time deposits of $100,000 or more                   583,016
--------------------------------------------------------------------------------
Remaining maturity of time deposits of less than $100,000
     as of December 31,1999
          Three months or less                                           189,846
          Over three months through twelve months                        462,793
          Over twelve months                                             140,464
--------------------------------------------------------------------------------
               Total time deposits of less than $100,000                 793,103
--------------------------------------------------------------------------------
               Total time deposit                                    $ 1,376,119
--------------------------------------------------------------------------------

     Short-term  borrowings  consist of purchases of federal  funds and sales of
securities  under  repurchase  agreements  and were $541 million at December 31,
1999. These short-term borrowings largely represent transactions with customers,
but also include $80 million in brokered  funds at year-end  which were acquired
in part to support the build-up of liquidity in connection  with the Bank's Year
2000 contingency plan. Average short-term  borrowings in 1999 were $434 million,
including only $11 million in average brokered funds. This is a $97 million,  or
29%, increase over 1998. Substantially all of this increase can be attributed to
higher demand for the Bank's sweep  repurchase  product,  which reflects in part
the growth in commercial  customer  relationships  and the  underlying  economic
strength of the Company's market areas.

LIQUIDITY

     The object of liquidity management is to ensure that funds are available to
meet cash flow requirements of depositors and borrowers,  while at the same time
meeting the cash flow needs of the Company and the Bank.  Liquidity  is provided
by a stable base of funding  sources,  including low cost core deposits,  and an
adequate  level of maturing  assets.  The Company  models  liquidity  needs on a
periodic basis to determine the best strategy of  investments  and borrowings to
meet those needs.

     The Bank had over $ 1.2 billion in unfunded loan commitments outstanding at
December 31, 1999,  an increase of $125  million from 1998's  year-end.  Note 14
shows the details of these and other  unfunded  commitments at December 31, 1999
and 1998.  Because loan commitments may, and many times do, expire without being
drawn  upon,   unfunded  balances  do  not  represent  actual  future  liquidity
requirements.

     To ensure  adequate  liquidity,  the Company has  developed  an  investment
strategy which plans a level of investment  maturities that management considers
adequate  to meet  funding  needs.  In  addition,  the Company and the Bank have
access to external  funding sources in the financial  markets,  and the Bank has
developed  the ability to gather  deposits at a nationwide  level.  As mentioned
earlier, the Bank also began building its investment in securities classified as
available  for sale.  This process will further  increase  liquidity  management
flexibility.

     The  Company's  efforts to  mitigate  risks  associated  with the Year 2000
problem are discussed  below in the section on "Year 2000  Remediation."  One of
the  uncertainties  that was addressed in preparing for the date change to a new
century was the potential for increased  demand for currency.  The Bank forecast
this demand and  implemented  a plan to obtain and  distribute  additional  cash
supplies  throughout its delivery  system.  Actual demand was well below initial
forecasts as is evidenced by the increase in non-interest-bearing  cash balances
in the  consolidated  balance sheets at year-end 1999. The costs of holding cash
reserves above normal levels and the direct costs of increased  distribution and
security services were not significant.

                              Page 14 of 63 Pages
<PAGE>
ASSET/LIABILITY MANAGEMENT

     The objective of the Company's  asset/liability  management is to implement
strategies  for the funding and  deployment of its financial  resources that are
expected to maximize  soundness and profitability over time at acceptable levels
of risk.

     Interest  rate  sensitivity  is  the  potential  impact  of  changing  rate
environments  on both net  interest  income and cash flows.  The Company and the
Bank obtain measures of their interest rate  sensitivity by running net interest
income  simulations,  monitoring the economic value of equity, and preparing gap
analyses.

     The simplest method of measuring interest rate sensitivity is gap analysis,
which  identifies  the  difference  between  the  dollar  volume of  assets  and
liabilities that reprice within specified time periods. Gap analysis has several
limitations,  including the fact that it is a point in time  measurement.  Table
10, shows the Company's static gap position as of December 31, 1999.
<TABLE>
<CAPTION>

TABLE 10.  INTEREST RATE SENSITIVITY

--------------------------------------------------------------------------------------------------------------------------------
                                                             By Maturity or Repricing Dates at December 31, 1999
--------------------------------------------------------------------------------------------------------------------------------
                                                    0-30       31-90      91-180     181-365     After    Non-Interest
(dollars in millions)                               Days       Days        Days        Days     1 Year       Bearing     Total
--------------------------------------------------------------------------------------------------------------------------------
ASSETS
<S>                                                 <C>        <C>           <C>       <C>        <C>        <C>          <C>
Securities available for sale                       $  4       $  17         $20       $ 32       $ 134      $    -      $  207
Securities held to maturity                           38          69          86        117         775           -       1,085
Loans                                                757         395         466        531       1,524           -       3,673
Federal funds sold and short-term investments         19           -           -          -           -           -          19
Other assets                                           -           -           -          -           -         470         470
--------------------------------------------------------------------------------------------------------------------------------
     Total assets                                    818         481         572        680       2,433         470       5,454
--------------------------------------------------------------------------------------------------------------------------------
SOURCES OF FUNDS
NOW account deposits                                 510           -           -          -           -           -         510
Money market deposits                                746           -           -          -           -           -         746
Savings deposits                                      14           -           -          -         433           -         447
Other time deposits                                   76         114         198        265         140           -         793
Time deposits $100,000 and over                      207         115         106        125          30           -         583
Short-term borrowings                                541           -           -          -           -           -         541
Non-interest bearing demand deposits                   -           -           -          -           -       1,231       1,231
Other liabilities                                      -           -           -          -           -          46          46
Shareholders' equity                                   -           -           -          -           -         557         557
--------------------------------------------------------------------------------------------------------------------------------
     Total sources of funds                        2,094         229         304        390         603       1,834      $5,454
--------------------------------------------------------------------------------------------------------------------------------
Interest rate sensitivity gap                    $(1,276)    $   252       $ 268      $ 290      $1,830     $(1,364)     $    -
Cumulative interest rate sensitivity gap         $(1,276)    $(1,024)      $(756)     $(466)     $1,364     $     -
Cumulative interest rate sensitivity gap
    as a percentage of total earning assets       (25.60) %   (20.55) %   (15.17) %   (9.35) %    27.37 %
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

     Table 10 indicates that the Company is liability sensitive. However, static
gap does not take into consideration the actions that management intends to take
to maximize net interest  income over time.  The assets and  liabilities  of the
Company are constantly  managed to limit changes in earnings  because of changes
in interest rates.

     A more sophisticated tool used by the Company to evaluate its interest rate
sensitivity is a net interest income  simulation  model,  which tests the Bank's
reaction to various economic environments.  The model's assumptions  incorporate
management's  expectations  regarding  such factors as loan and deposit  growth,
pricing,  prepayment speeds and spreads between interest rates. In general,  the
simulations indicate that the Company is moderately liability sensitive. Balance
sheet and net interest income  simulations were run at year-end to determine the
impact  of  various  rate  scenarios  on  net  interest   income  for  the  next
twelve-month period. A "base case" scenario used a rate forecast which showed an
increase in key rates during 2000 totaling 50 basis points.  The results of this
simulation  showed an increase in net interest income (TE) of approximately  $15
million,  or 6%, from 1999 levels after  consideration  of  projected  asset and
liability  volumes.  When the simulations were subjected to parallel up and down
instantaneous rate shocks of 100 to 300 basis points, the model showed an annual
impact on the  Company's  2000 net  interest  income  (TE) from a  negative  $23
million  at

                              Page 15 of 63 Pages
<PAGE>

300 basis  points up to a  positive  $9 million at 300 basis  points  down.  The
results of these simulations  showed that the Bank was within acceptable limits,
considering established internal guidelines.

     The  method  used  for  measuring  longer-term  interest  rate  risk is the
economic value of equity analysis.  At year-end 1999, the Company's  sensitivity
was acceptable under internal guidelines at all levels of rate shock simulation.

     The actual  impact of changing  interest  rates on net  interest  income is
dependent on many factors  including  the growth of earning  assets,  the mix of
earning  assets and  interest-bearing  liabilities,  the timing of  repricing of
assets and  liabilities,  the magnitude of interest rate changes,  interest rate
spreads  and the  level of  success  of  asset/liability  management  strategies
implemented.

     Changes in interest rates affect the fair values of financial  instruments.
Note 15  contains  information  regarding  these fair  values.  The  differences
between  fair values and book values were  primarily  the result of  differences
between contractual and market interest rates at each year-end.  Fluctuations in
fair values will occur as interest rates change.

IMPACT OF INFLATION AND CHANGING PRICES

     The great majority of assets and liabilities of a financial institution are
monetary in nature. Management believes the most significant potential impact of
inflationary or deflationary  economic cycles on the Company's financial results
is its ability to react to changes in  interest  rates.  Interest  rates do not,
however,  necessarily move in the same direction,  or at the same magnitude,  as
the prices of goods and services.  As discussed  above,  management  attempts to
maintain a balance in its  maturity  and  repricing  structure  to minimize  the
effects of economic cycles on the Company's net interest income.

     Inflation  and  changing  prices also have an impact on the growth of total
assets in the banking  industry and the  resulting  need to increase  capital at
higher than normal  rates in order to maintain an  appropriate  equity to assets
ratio.  Changing  prices  will also affect the trend in  non-interest  operating
expenses and non-interest income.

CAPITAL ADEQUACY

     The Company remained strongly  capitalized at December 31, 1999. As part of
the effort to effectively  manage its capital  position,  the Company executed a
stock  repurchase  program  during  1999,   acquiring  one  million  shares,  or
approximately  4.3%,  of its common  stock for $39  million.  The  Company  will
consider similar programs in the future as appropriate opportunities arise. This
stock repurchase  program and the continued  increase in total and risk-weighted
assets, mainly through loan growth, contributed to the decrease in the Company's
capital ratios in 1999 as shown in Table 11. Because intangible assets generally
must  be  deducted  to  determine  regulatory  capital  and  are  excluded  from
risk-weighted  assets,  the increase in intangible  assets by approximately  $38
million in 2000 from the  pending  acquisition  of Bank of Houston  will tend to
further reduce the Company's regulatory capital ratios.
<TABLE>
<CAPTION>

TABLE 11.  RISK-BASED CAPITAL AND CAPITAL RATIOS

----------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
                                                             1999           1998          1997          1996           1995
----------------------------------------------------------------------------------------------------------------------------
<S>                                                    <C>            <C>           <C>           <C>            <C>
Tier 1 regulatory capital                              $  527,206     $  524,028    $  505,470    $  461,379     $  424,731
Tier 2 regulatory capital                                  44,466         40,282        41,380        37,474         30,029
----------------------------------------------------------------------------------------------------------------------------
     Total regulatory capital                          $  571,672     $  564,310    $  546,850    $  498,853     $  454,760
----------------------------------------------------------------------------------------------------------------------------
Risk-weighted assets                                   $4,134,623     $3,794,290    $3,310,400    $2,997,914     $2,402,325
----------------------------------------------------------------------------------------------------------------------------
Ratios
     Leverage ratio (Tier 1 capital to average assets)       9.99%         10.39%        10.83%        10.60%          9.75%
     Tier 1 capital to risk-weighted assets                 12.75%         13.81%        15.27%        15.39%         17.68%
     Total capital to risk-weighted assets                  13.83%         14.87%        16.49%        16.64%         18.93%
     Shareholders' equity to total assets                   10.21%         10.76%        10.97%        10.33%         10.29%
     Tangible equity to total assets                         9.60%         10.05%        10.57%         9.87%          9.72%
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                              Page 16 of 63 Pages
<PAGE>
YEAR 2000 REMEDIATION

     For over two years the  Company  and others  within and outside the banking
industry worked  diligently to address the risks posed by the Year 2000 problem.
This situation came about because many existing  computer programs used only two
digits to identify a year in the date field. This raised the strong  possibility
that date recognition  problems would cause processing  errors as we entered the
year 2000. The apparent success of these efforts has been widely publicized.

     When the Company began  processing in the new century it experienced only a
few  date-related  problems  and  suffered  no  disruptions  to its  operations.
Critical  services,   such  as  utilities  and  communication  lines,  were  all
available.  This also  appears  to have been the case with major  customers  and
suppliers,  although the Bank continues to monitor significant borrowers for any
operational  problems that would not have become immediately apparent in the new
year. While it is possible that Year 2000 problems will still occur, for example
in the  operations  of a system or a process that has not yet been  activated in
2000, all  mission-critical  information  processing  systems and  operationally
significant  non-information systems that employ embedded information technology
are  running  normally.  All new  systems  will be  thoroughly  tested for their
ability to operate in the year 2000 and beyond before going into production.

     Costs associated with the Company's Year 2000 remediation  efforts included
both internal costs, primarily  personnel-related,  and costs from using outside
consultants,  both of which have been  expensed.  Non-interest  expense for 1999
included  internal  costs  estimated at $1.0 million and external costs totaling
approximately  $.6  million.  In 1998,  these  costs were $1.6  million and $1.0
million,  respectively.  There was no significant  expense  related to Year 2000
remediation  efforts  in  1997.  The  Company  does not  anticipate  significant
additional  costs for 2000. The majority of the costs to remediate the Company's
systems  were borne by third party  vendors  who supply  software  under  annual
maintenance fees.

RESULTS OF OPERATIONS

NET INTEREST INCOME

     Net interest  income (TE)  increased  $13.6  million in 1999 from the prior
year,  following an $11.6  million  increase in 1998 over 1997.  The  percentage
increase  was 6% in each period.  Loan growth was the major factor  behind these
improvements  coupled  with  the  Company's  ability  to  maintain  its  mix  of
interest-bearing  and  interest-free  funding  sources  over these  periods  and
effectively  manage its cost of funds.  The net  interest  margin,  which is net
interest income (TE) as a percent of average earning assets,  decreased to 4.83%
in 1999 from 4.92% in 1998 and 4.88% in 1997.  Tables 12 and 13 show the factors
contributing to these changes and the components of these changes.

     The mix of earning assets has shown continued  improvement in recent years.
Average  loans grew 14% in both 1999 and 1998,  outpacing  the growth in average
earning  assets of 8% in 1999 and 5% in 1998.  As a percent of  earning  assets,
average  loans  increased  to 70% in 1999 from 67% in 1998 and 62% in 1997.  The
effective loan yield (TE) has declined over this three-year period reflecting in
part the trend in market rates over this timeframe. The Company's effective loan
yield (TE) decreased 40 basis points between 1998 and 1999, following a decrease
of 30 basis points between 1997 and 1998.  Approximately 58% of the value of the
loan portfolio at year-end 1999 is subject to repricing  within one year,  which
is consistent with the percentage at year-end 1998.

     1999's  loan  growth  was  funded  mainly  by  increases  in  deposits  and
short-term  borrowings.  In 1998,  the  Company  funded its loan  growth  mainly
through  reductions in the securities  portfolio and steady deposit growth.  The
average  securities  portfolio  decreased by 17% in 1998,  although a portion of
this  decline  was  caused  by  a  shift  to  short-term   liquidity  management
investments  in response to a flattening  yield curve in the latter part of that
year.  Average  securities were  approximately  29% of average earning assets in
both 1999 and 1998,  down from 37% in 1997.  The 28 basis point  decrease in the
effective  investment  portfolio  yield  (TE)  between  1998 and 1999  generally
reflects the lower average reinvestment rates available in 1999.

     As noted above,  growth in average deposits supported average earning asset
growth in both 1999 and 1998.  Average  non-interest  demand deposits grew 7% in
1999 and 9% in 1998. Average interest-bearing deposits grew 7% in 1999 and 6% in
1998.  Traditional savings deposits has been the only  interest-bearing  deposit
category with  consistent  decreases in recent years.  The demand for the Bank's
sweep repurchase product led to a 29% increase in average short-term  borrowings
in 1999 over 1998. The percent of earning assets funded by  non-interest-bearing
sources, however, has remained relatively stable at approximately 28% in each of
the three years ended 1999.

                              Page 17 of 63 Pages
<PAGE>
<TABLE>
<CAPTION>
TABLE 12.  SUMMARYOF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (TE) (a) AND INTEREST RATES
------------------------------------------------------------------------------------------------------------------------------------
                                                    1999                            1998                             1997
------------------------------------------------------------------------------------------------------------------------------------
                                         Average                        Average                          Average
(dollars in thousands)                   Balance   Interest  Rate       Balance    Interest  Rate        Balance   Interest  Rate
------------------------------------------------------------------------------------------------------------------------------------
ASSETS
EARNING ASSETS
<S>                                    <C>         <C>       <C>      <C>          <C>       <C>      <C>          <C>       <C>
      Loans (TE)(a),(b)                $3,377,691  $267,676  7.92 %   $2,972,664   $247,287  8.32 %   $2,609,275   $224,798  8.62 %
------------------------------------------------------------------------------------------------------------------------------------
      U.S. Treasury securities            155,439     9,616  6.19        263,710     17,010  6.45        520,404    31,063   5.97
      U.S. agency securities              481,990    28,736  5.96        435,925     28,024  6.42        558,306    35,453   6.35
      Mortgage-backed securities          531,544    32,286  6.07        450,436     28,138  6.25        331,175    21,194   6.40
      Obligations of states and political
        subdivisions (TE)(a)              186,365    14,166  7.60        140,873     11,396  8.08        147,935    12,213   8.25
      Federal Reserve stock and other
         corporate securities               8,118       544  6.70         10,219        573  5.61         11,323       641   5.66
------------------------------------------------------------------------------------------------------------------------------------
       Total investment in
         securities(c)                  1,363,456    85,348  6.26      1,301,163     85,141  6.54      1,569,143   100,564   6.41
------------------------------------------------------------------------------------------------------------------------------------
      Federal funds sold and
        short-term investments             52,646     2,526  4.80        155,804      8,411  5.39         50,792     3,103   6.11
------------------------------------------------------------------------------------------------------------------------------------
       Total earning assets             4,793,793  $355,550  7.42 %    4,429,631   $340,839  7.69 %    4,229,210  $328,465   7.77 %
------------------------------------------------------------------------------------------------------------------------------------
NON-EARNING ASSETS
      Other assets                        491,915                        470,525                         446,339
      Reserve for possible loan losses    (42,235)                       (43,068)                        (44,554)
------------------------------------------------------------------------------------------------------------------------------------
       Total assets                    $5,243,473                     $4,857,088                      $4,630,995
------------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
      NOW account deposits             $  488,459  $  6,594  1.35 %   $  465,211   $  7,701  1.66 %   $  478,338  $  9,541  1.99 %
      Money market deposits               744,440    26,838  3.61        580,828     21,901  3.77        389,540    12,827  3.29
      Savings deposits                    478,511     9,585  2.00        508,180     12,070  2.38        542,901    14,301  2.63
      Other time deposits                 753,545    35,371  4.69        743,783     37,403  5.03        763,358    38,463  5.04
      Time deposits $100,000 and over     577,502    27,743  4.80        548,689     28,383  5.17        508,807    26,660  5.24
------------------------------------------------------------------------------------------------------------------------------------
       Total interest-bearing deposits  3,042,457   106,131  3.49      2,846,691    107,458  3.77      2,682,944   101,792  3.79
------------------------------------------------------------------------------------------------------------------------------------
      Short-term borrowings               434,397    17,934  4.13        337,544     15,523  4.59        409,875    20,453  4.99
------------------------------------------------------------------------------------------------------------------------------------
       Total interest-bearing
         liabilities                    3,476,854  $124,065  3.57 %    3,184,235   $122,981  3.86 %    3,092,819  $122,245  3.95 %
------------------------------------------------------------------------------------------------------------------------------------
NON-INTEREST-BEARING LIABILITIES AND SHAREHOLDERS' EQUITY
      Demand deposits                   1,164,231                      1,083,530                         996,888
      Other liabilities                    42,127                         40,517                          37,963
      Shareholders' equity                560,261                        548,806                         503,325
------------------------------------------------------------------------------------------------------------------------------------
       Total liabilities and
          shareholders' equity         $5,243,473                     $4,857,088                      $4,630,995
------------------------------------------------------------------------------------------------------------------------------------
       Net interest income and margin  (TE)(a)     $231,485  4.83 %                $217,858  4.92 %               $206,220  4.88 %
------------------------------------------------------------------------------------------------------------------------------------
       Net earning assets and spread   $1,316,939            3.85 %   $1,245,396             3.83 %   $1,136,391            3.82 %
------------------------------------------------------------------------------------------------------------------------------------
(a)  Tax-equivalent  (TE) amounts are calculated using a marginal federal income tax rate of 35%.
(b)  Average balance includes non-accruing loans of $10,630, $10,679 and $9,208, respectively, in 1999, 1998 and 1997.
(c)  Average balance excludes  unrealized  gain or loss on securities available for sale.
</TABLE>

                              Page 18 of 63 Pages
<PAGE>
<TABLE>
<CAPTION>
TABLE 13.  SUMMARY OF CHANGES IN NET INTEREST INCOME (TE) (a)
------------------------------------------------------------------------------------------------------------------------------------
                                                  1999 compared to 1998                             1998 compared to 1997
------------------------------------------------------------------------------------------------------------------------------------
                                                Due to                                               Due to
                                              Change in                 Total                      Change in                 Total
                                       -------------------------       Increase             ------------------------       Increase
(dollars in thousands)                  Volume           Rate         (Decrease)             Volume          Rate         (Decrease)
------------------------------------------------------------------------------------------------------------------------------------
INTEREST INCOME (TE) (a)
<S>                                    <C>             <C>              <C>                 <C>             <C>             <C>
      Loans (TE)(a),(b)                $32,509         $(12,120)        $20,389             $30,443         $(7,954)        $22,489
------------------------------------------------------------------------------------------------------------------------------------
      U.S. Treasury securities          (6,724)            (670)         (7,394)            (16,384)          2,331         (14,053)
      U.S. agency securities             2,834           (2,122)            712              (7,862)            433          (7,429)
      Mortgage-backed securities         4,945             (797)          4,148               7,461            (517)          6,944
      Obligations of states and
         political subdivisions (TE)(a)  3,493             (723)          2,770                (575)           (242)           (817)
      Federal reserve stock and other
         corporate securities             (130)             101             (29)                (62)             (6)            (68)
------------------------------------------------------------------------------------------------------------------------------------
          Total investment in securities 4,418           (4,211)            207             (17,422)          1,999         (15,423)
------------------------------------------------------------------------------------------------------------------------------------

      Federal funds sold and short term
         investments                    (5,039)            (846)         (5,885)              5,709            (401)          5,308
------------------------------------------------------------------------------------------------------------------------------------
          Total interest income(TE)(a)  31,888          (17,177)         14,711              18,730          (6,356)         12,374
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
      NOW account deposits                 370           (1,477)         (1,107)               (256)         (1,584)         (1,840)
      Money market deposits              5,935             (998)          4,937               7,004           2,070           9,074
      Savings deposits                    (675)          (1,810)         (2,485)               (879)         (1,352)         (2,231)
      Other time deposits                  486           (2,518)         (2,032)               (985)            (75)         (1,060)
      Time deposits $100,000 and over    1,445           (2,085)           (640)              2,067            (344)          1,723
------------------------------------------------------------------------------------------------------------------------------------
          Total interest-bearing
             deposits                    7,561           (8,888)         (1,327)              6,951          (1,285)          5,666
------------------------------------------------------------------------------------------------------------------------------------

      Short-term borrowings              4,118           (1,707)          2,411              (3,413)         (1,517)         (4,930)
------------------------------------------------------------------------------------------------------------------------------------
          Total interest expense        11,679          (10,595)          1,084               3,538          (2,802)            736
------------------------------------------------------------------------------------------------------------------------------------

          Change in net interest
              income (TE)(a)           $20,209         $ (6,582)        $13,627             $15,192         $(3,554)        $11,638
------------------------------------------------------------------------------------------------------------------------------------
<FN>
(a)  Tax-equivalent  (TE) amounts are calculated using a marginal federal income tax rate of 35%.
(b) Interest  recognized  on a cash basis on  non-accruing  loans and prior cost recovery interest currently recognized on
    nonaccruing and certain accruing loans was $422, $1,216 and $1,645 in 1999, 1998 and 1997, respectively.
</FN>
</TABLE>

                              Page 19 of 63 Pages
<PAGE>
PROVISION FOR POSSIBLE LOAN LOSSES

     As was  anticipated  at the end of 1998,  the Company  began  providing for
possible  loan  losses  in  1999,  after  a  nominal  provision  from  a  pooled
acquisition  in 1998 and a $2.1  million  reserve  reduction  in 1997.  The $6.0
million  provision  in 1999  exceeded  net  charge-offs  by $4.2  million.  This
reflects  management's  consideration,  among other factors, of sustained strong
loan growth and an increase in performing loans internally  classified as having
above  normal  credit  risk.  With  continued  loan  growth  it is  likely  that
additional  provisions  will be  required  in 2000,  although  the size of these
provisions   will  reflect  asset  quality  trends  and   management's   ongoing
evaluation, based on established internal policies and practices, of the risk of
loss inherent in the portfolio.

     For a  discussion  of changes in the  reserve  for  possible  loan  losses,
non-performing  assets and general  asset  quality,  see the earlier  section on
Loans and Reserve for Possible Loan Losses.

NON-INTEREST INCOME

     Table 14 shows the components of non-interest  income for each of the three
years ended December 31, 1999,  along with the percent changes between years for
each  component.  Non-interest  income  increased  $7.4 million in 1999 and $6.4
million in 1998,  or  approximately  12% in each period.  Excluding  income from
sales and other  dispositions of foreclosed assets and surplus banking property,
non-interest income increased 20% in 1999 and 15% in 1998.

<TABLE>
<CAPTION>
TABLE 14.  NON-INTEREST INCOME

------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                         1999      % change        1998      % change        1997
------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>       <C>              <C>      <C>
Service charges on deposit accounts                         $27,721         17.1%     $23,668          2.9%     $23,012
Credit card income                                           13,144         30.5       10,075         35.1        7,455
Trust service fees                                            8,511         26.3        6,739         36.9        4,922
ATM fees                                                      3,735          8.4        3,446         14.1        3,021
Secondary mortgage market operations                          3,149         41.2        2,230         99.1        1,120
International services income                                 2,009          6.0        1,895          4.1        1,821
Other fees and charges                                        1,952         11.2        1,755        (10.2)       1,955
Investment services income                                    1,548          5.6        1,466         41.6        1,035
Other operating income                                        1,366        107.9          657        (58.8)       1,594
Net gain on sales and other
   dispositions of foreclosed assets                          1,182        (80.0)       5,897        (11.2)       6,641
Gains of sales of surplus property                            2,346        284.6          610        143.0          251
------------------------------------------------------------------------------------------------------------------------
Total non-interest income before securities transactions     66,663         14.1       58,438         10.6       52,827
Securities transactions                                           -          (a)          839          (a)           12
------------------------------------------------------------------------------------------------------------------------
Total non-interest income                                   $66,663         12.5%     $59,277         12.2%     $52,839
------------------------------------------------------------------------------------------------------------------------
(a)  Not meaningful.
</TABLE>

     Income from service charges on deposit accounts increased 17% in 1999 after
an increase of 3% in 1998.  Revised fee structures for certain deposit  services
made a significant  contribution  to the improvement in 1999, as did the overall
growth in fee-based deposit accounts and transaction  volume. The lower increase
from 1997 to 1998 reflects  increased  deposit  business and the assimilation of
acquisitions  to Whitney's rate  schedules,  somewhat offset by the migration of
customers to Whitney SELECT and other  products  offering  bundled  services and
lower service charges.

     Credit card income,  the second-largest  component of non-interest  income,
grew 30% in 1999 after  increasing  35% in 1998.  The customer base for merchant
processing  services continued to expand through successful sales efforts across
the Company's market areas, and retail  transaction  volumes have benefited from
healthy  local  economies.  In both  1999 and 1998,  the  Company  expanded  the
distribution of its debit card product, and the increasing acceptance and use of
these cards for retail  transactions has been a significant  source of growth in
the credit card income category.

                              Page 20 of 63 Pages
<PAGE>
     Trust  service  fees  grew  26% in 1999  and  37% in  1998.  Marketing  and
incentive-based  sales efforts across all market areas again played an important
role in building the customer base in 1999.  The growth in trust service fees in
recent  years was also  supported  by the strong  performance  of the  financial
markets over much of this period.

     ATM fees  increased 8% in 1999  compared to 14% in 1998.  During 1999,  the
absence of mergers  and  significant  branch  expansion  activity  and a reduced
supply of economically  attractive  non-branch remote sites caused a significant
slowdown in the expansion of the  Company's  network of  full-service  ATM's and
cash  dispensers.  This is reflected in the slower rate of growth in this income
category for 1999. At December 31, 1999,  1998 and 1997 the Company had 193, 191
and 137 ATMs and cash dispensers in service, respectively.

     Fees from secondary  mortgage market  operations grew strongly in both 1999
and 1998 as favorable interest rates and increased mortgage product emphasis and
marketing produced higher origination volumes. As expected, however, origination
volumes  and fees have  fallen  off in the  latter  part of 1999 with the recent
upswing in market  rates,  and this will likely  continue into the first part of
2000.

     Late in the  second  quarter  of 1999,  the  Company  opened a new  parking
facility  next to its main office.  The  operating  revenue  from this  facility
totaled $.6 million and  accounts  for almost all of the increase in 1999 in the
other operating  income  category.  The decrease in this income category between
1997 and 1998 reflects certain non-recurring items in the earlier year.

     Net gains on sales and other  dispositions  of  foreclosed  assets  include
income  from  sales  of  pre-1933   assets  that  vary  from  year  to  year  as
opportunities  for sales  arise.  They also  include  revenue  from  conditional
payouts related to previously sold foreclosed assets.  Management  evaluates its
banking  facilities on an ongoing basis to identify  possible  under-utilization
and to determine the need for functional  improvements,  relocations or possible
sales. The Bank closed transactions  involving six of its facilities during 1999
and several additional  transactions in both 1998 and 1997. The gains recognized
in each period are shown in Table 14.

NON-INTEREST EXPENSE

     Table  15  shows   the   components   of   non-interest   expense   without
merger-related  expenses  for each of the three years ended  December  31, 1999,
along with the percent changes  between years for each  component.  Non-interest
expense before merger-related expenses increased 3% in 1999 after a 13% increase
in 1998.

     Personnel expense increased $.7 million,  or .7%, in 1999 after an increase
of $10.7 million, or 12%, in 1998. Employee salaries and incentive  compensation
was essentially flat between 1998 and 1999. During 1999, the Company reduced its
full-time equivalent employee base by approximately 7% from the level at the end
of 1998 as it completed the  integration of employees  from merged  entities and
strengthened  the  justification  process for new  positions.  In addition,  the
Company  carefully  managed the rate of regular merit  increases and continued a
move to more incentive-based  compensation programs. Employee benefits increased
approximately $.5 million, or 4%, in 1999. A reduction in health benefit expense
from the  unusually  high level in 1998 was more than  offset by a $1.1  million
increase in the actuarially  determined net periodic pension expense  recognized
in 1999. Approximately $1.1 million of the increase in personnel expense in 1998
was due to the addition of key personnel and the staffing of additional  banking
locations  opened  in that  year  and the  latter  part  of the  previous  year.
Incentive  compensation  increased $3.7 million in 1998 primarily as a result of
increased   incentive   bonuses  and  stock-based   incentive   compensation  as
participation   and  shares  granted  under  the  long-term   incentive  program
increased.  Also  increasing  personnel  expense in 1998 was  unexpectedly  high
health claims expense under a self-insured  medical plan. Beginning in 1999, the
Company contracted with outside providers under set fee or premium  arrangements
for all of its health insurance programs.

                              Page 21 of 63 Pages
<PAGE>
<TABLE>
<CAPTION>

TABLE 15.  NON-INTEREST  EXPENSE

-------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                        1999      % change          1998     % change         1997
-------------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>                <C>      <C>             <C>       <C>
Employee compensation                                      $83,293            .2%     $83,105          13.7%     $73,062
Employee benefits                                           14,772           3.5       14,272           4.9       13,599
-------------------------------------------------------------------------------------------------------------------------
  Total personnel expense                                   98,065            .7       97,377          12.4       86,661
Equipment and data processing expense                       22,041          14.4       19,261          16.6       16,513
Net occupancy expense                                       15,614           4.5       14,938          13.4       13,174
Credit card processing services                              9,448          27.6        7,405          35.2        5,476
Postage and communications                                   7,887           9.7        7,188          20.7        5,956
Ad valorem taxes                                             6,232          18.3        5,270          22.4        4,305
Legal and professional fees                                  4,823         (12.2)       5,493          42.3        3,859
Stationery and supplies                                      4,298          (3.8)       4,468           7.2        4,167
Other outside services                                       4,295           8.4        3,964           4.5        3,905
Amortization of intangible assets                            3,781          36.2        2,777          14.8        2,418
Advertising                                                  2,194         (28.6)       3,074         (13.1)       3,538
Security services                                            1,553           2.8        1,511         (28.9)       2,126
Deposit insurance and regulatory fees                        1,316          11.2        1,182         (15.0)       1,390
Miscellaneous operating losses                               1,272         (47.2)       2,409         (11.3)       2,716
Training expense                                               764         (64.4)       2,148         172.9          787
Other operating expenses                                    10,580           7.0        9,885            .3        9,857
-------------------------------------------------------------------------------------------------------------------------
Non-interest expense, before
  merger-related expenses                                  194,163           3.1      188,350          12.9      166,848
Merger-related expenses                                          -           (a)        6,149           (a)        3,397
-------------------------------------------------------------------------------------------------------------------------
Total non-interest expense                                $194,163           (.2)%   $194,499          14.2%    $170,245
-------------------------------------------------------------------------------------------------------------------------
(a)  Not meaningful.
</TABLE>

     Equipment and data processing  expense  increased $2.8 million,  or 14%, in
1999 after an increase of $2.7  million,  or 17%, in 1998.  1999's  increase was
caused  almost   entirely  by  increased   provisions   for   depreciation   and
amortization,  and changes in these  provision  were a major  factor  behind the
increase in 1998. During 1999 and 1998, the Company completed the various phases
in the development and rollout of a new branch delivery system and  standardized
office automation network. In 1999 the Company also acquired systems to automate
certain  back-office  functions and increase their effectiveness and efficiency.
In both years,  the Company made other  enhancements  to its data processing and
communications  systems.  Branch  expansion,  including the Lake Charles  branch
acquisition in September 1998, also contributed to increased expenses in each of
these  years.  Equipment  and data  processing  expense  in 1998  also  includes
approximately  $.5  million in  special  charges  related to the  upgrade of the
Company's mainframe central processing unit in that year.

     Net occupancy expense  increased $.7 million,  or 5%, in 1999 after growing
$2.7 million, or 13%, in 1998.  Depreciation  expense increased in both 1999 and
1998 largely as a result of the expanded branch network, renovations designed to
improve the appearance and  functionality  of certain  facilities  and, for 1999
only, the  construction  of the new parking  facility.  In addition to the eight
Lake Charles locations,  the Company opened sixteen  newly-constructed  branches
since the beginning of 1997, including five replacement  facilities.  The timing
of these openings and acquisitions  was such that related  increases in property
taxes were felt mainly in 1999,  even though only two  locations  were opened in
that  year.  During  1999,  the  Company  reevaluated  many  of  its  facilities
maintenance contracts and negotiated changes that helped produce a net reduction
in maintenance and repairs expense compared to 1998. This overall reduction also
reflected an unusually high level of unscheduled repair work in 1998.

     Credit card  processing  services  expense  grew from 1997  through 1999 at
rates  that are  generally  consistent  with the  growth in  revenue  from those
operations discussed earlier.  Postage and communications  expense increased 10%
in 1999

                              Page 22 of 63 Pages
<PAGE>

and 21% in 1998. Branch expansion and an increasing number of customers were the
main  contributing  factors.  The  increase in 1999 also  reflects a postal rate
increase.  The increase in ad valorem taxes over this period is discussed  below
in the section on "Income Taxes."

     Amortization  of intangible  assets  acquired with the Lake Charles  branch
purchase in late 1998 caused a $1.0  million,  or 36%,  increase in this expense
category for 1999. The  weighted-average  remaining life of intangible assets at
December  31, 1999 was  approximately  thirteen  years.  The purchase of Bank of
Houston in early 2000 will add  approximately  $38 million in intangible  assets
and increase amortization expense by approximately $2 million annually.

     Legal and other  professional  services  decreased 12% in 1999 after rising
42% in 1998.  These  fluctuations  reflect the general level of corporate  legal
activity in each of these  periods and also the use of  consultants  in 1998 for
customer call center design work and Year 2000 remediation testing.

     Advertising expense decreased 29% in 1999 following a 13% decrease in 1998.
No  campaigns  were  needed in 1999 to  introduce  the Bank and its  products to
customers of merged entities.  In recent years the Company has also been able to
focus  more  on  recurring   sales-oriented  campaigns  while  reducing  general
corporate image advertising and new product introduction  campaigns.  The marked
$1.4 million decrease in training expense in 1999,  following a similar increase
in 1998 over 1997,  reflects  the system wide  customer-focused  sales  training
program  substantially  completed in 1998. This program complemented the rollout
of the branch delivery system,  and both were designed to benefit revenue growth
in future periods.

     Security  services  expense in 1998 was  impacted  by changes in the mix of
on-site armed guards versus other security measures.  Even with increases in the
number of branch and ATM locations,  this expense category decreased 29% in 1998
and grew only 3% in 1999.

     The Company and its merger candidates incur various  non-recurring costs to
complete  merger  transactions  and to  consolidate  operations  subsequent to a
merger.  Such  merger-related  costs  include  change in  control  payments  and
severance  or  retention  bonuses for  management  and  employees  of the merged
entity,  investment  banker  fees,  fees for various  professional  services and
losses  on  cancellation  of  contracts  and the  disposition  of  obsolete  and
redundant facilities and equipment. Total merger-related expenses vary with each
transaction.

INCOME TAXES

     Income tax expense  was $29.8  million in 1999,  $25.2  million in 1998 and
$28.9 million in 1997. The changes in income tax expense resulted primarily from
changes  in  pretax  income  and  non-deductible  merger-related  expenses.  The
Company's  effective tax rate was 32.3% in both 1999 and 1998 and 33.6% in 1997.
These  effective  rates  were  lower than the 35%  federal  statutory  tax rate,
primarily  because of tax-exempt  interest income received from the financing of
state and local governments. Louisiana-sourced income of commercial banks is not
subject to state income taxes. Rather, banks in Louisiana pay a tax based on the
value of their capital stock in lieu of income and franchise taxes, and these ad
valorem taxes are included in non-interest  expense. This expense will fluctuate
based in part on the growth in the  Company's  equity and  earnings  and in part
based on market valuation trends for the banking industry.

     See Note 20 for additional information on the Company's effective tax rates
and the composition of changes in income tax expense for all periods.

FOURTH QUARTER RESULTS

     The  Company  earned  $.74 per share in the fourth  quarter of 1999,  a 40%
increase over the $.53 per share  reported for the fourth quarter of 1998 before
tax-effected  merger-related  expenses and a 3% increase from the $.72 per share
earned in the third quarter of 1999. Return on average assets increased to 1.25%
for the  fourth  quarter,  and return on average  shareholders'  equity  rose to
11.94%.  Reported  net  income was $16.7  million in the fourth  quarter of 1999
compared to $11.4  million in 1998's  fourth  quarter  and $16.3  million in the
third quarter of 1999.

     The following key items impacted the fourth quarter's results:

o             Net interest  income (TE)  increased 7% from the fourth quarter of
              1998 and 3% from the third quarter of 1999.  Loan growth fueled an
              overall increase in  higher-yielding  earning assets.  At the same
              time, the mix of interest-bearing and non-interest-bearing funding
              sources  remained  stable,  and the cost of funds was  effectively
              managed during the recent period of rising market rates.

                              Page 23 of 63 Pages

<PAGE>
o             Non-interest income, excluding securities transactions  and  sales
              of banking properties and pre-1933 assets, was 13% higher than the
              same  quarter  in 1998 and  essentially  unchanged  from the third
              quarter of 1999.  Credit card income  increased  29% from the same
              period in 1998 and was up 10% from the  previous  quarter in 1999,
              partly as a result of a seasonal  increase in transaction  volume.
              Trust  service fees  improved 21% and 7%,  respectively,  from the
              fourth  quarter of 1998 and the third  quarter of 1999.  Quarterly
              income from  service  charges on deposit  accounts was up 10% year
              over year but slightly below the previous quarter in 1999.  Income
              from  secondary  mortgage  market  operations  was  also  down  as
              expected on reduced volume in a rising interest rate  environment.
              Gains on sales of banking properties and pre-1933 assets were $1.9
              million  in the  fourth  quarter  of  1999,  $1.1  million  in the
              previous quarter and $.5 million in the fourth quarter of 1998.

o             Throughout 1999,  non-interest expense showed the positive effects
              of expense control programs established in late 1998. Non-interest
              expense was $50.3 million in the fourth quarter, down $1.9 million
              from  $52.2  million  in the  fourth  quarter  of 1998,  excluding
              conversion  and other  merger-related  expenses in the prior year.
              Compared with the previous quarter in 1999,  non-interest  expense
              increased  5%,  largely  because  of  the  periodic   revision  of
              performance-based incentive compensation estimates.

o             Sustained  loan growth  continued to be the primary  factor behind
              quarterly provisions for possible loan losses, which totaled $1.75
              million in the fourth  quarter  and $2.0  million in 1999's  third
              quarter. Whitney had net charge-offs of $1.0 million in the fourth
              quarter  following a small net recovery in the third quarter.  The
              reserve  for  possible  loan  losses  was 1.21% of total  loans at
              December 31,  1999,  1.25% at  September  30,  1999,  and 1.23% at
              year-end 1998.

     The Summary of Quarterly Financial Information on page 53 provides selected
comparative  financial  information  for each of the four  quarters  in 1999 and
1998.

Item 7a: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     Incorporated by reference to the Company's 1999 10-K, Item 7.

                              Page 24 of 63 Pages

<PAGE>
<TABLE>
<CAPTION>
Item 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   WHITNEY HOLDING COPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                                                                      December 31

----------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                            1999                  1998
----------------------------------------------------------------------------------------------------------------------------
ASSETS
<S>                                                                                          <C>                  <C>
  Cash and due from financial institutions                                                   $ 230,690            $ 214,963
  Investment in securities
     Securities available for sale                                                             206,932              105,361
     Securities held to maturity, fair values of $1,060,340 and $1,253,113, respectively     1,084,931            1,234,717
----------------------------------------------------------------------------------------------------------------------------
        Total investment in securities                                                       1,291,863            1,340,078
  Federal funds sold and short-term investments                                                 18,691              151,510
  Loans, net of unearned income                                                              3,673,047            3,270,581
     Reserve for possible loan losses                                                          (44,466)             (40,282)
----------------------------------------------------------------------------------------------------------------------------
        Net loans                                                                            3,628,581            3,230,299
----------------------------------------------------------------------------------------------------------------------------
  Bank premises and equipment                                                                  169,715              169,724
  Intangible assets                                                                             33,317               37,204
  Accrued interest receivable                                                                   30,694               31,070
  Other assets                                                                                  50,837               37,071
----------------------------------------------------------------------------------------------------------------------------
        Total assets                                                                       $ 5,454,388           $5,211,919
----------------------------------------------------------------------------------------------------------------------------

LIABILITIES

  Non-interest-bearing demand deposits                                                     $ 1,230,509           $1,240,189
  Interest-bearing deposits                                                                  3,078,889            3,016,473
----------------------------------------------------------------------------------------------------------------------------
        Total deposits                                                                       4,309,398            4,256,662
----------------------------------------------------------------------------------------------------------------------------
  Federal funds purchased and securities sold under repurchase agreements                      541,357              355,322
  Accrued interest payable                                                                      12,389               12,229
  Accounts payable and other accrued liabilities                                                34,141               26,745
----------------------------------------------------------------------------------------------------------------------------
        Total liabilities                                                                    4,897,285            4,650,958
----------------------------------------------------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
  Common stock, no par value
    Authorized --100,000,000 shares
    Issued -- 23,745,512 and 23,669,700 shares, respectively                                     2,800                2,800
  Capital surplus                                                                              141,512              138,848
  Retained earnings                                                                            461,025              428,880
  Accumulated other comprehensive income                                                        (3,483)                (272)
  Treasury stock at cost -- 1,171,458 and 276,703 shares, respectively                         (40,678)              (4,613)
  Unearned restricted stock compensation                                                        (4,073)              (4,682)
----------------------------------------------------------------------------------------------------------------------------
        Total shareholders' equity                                                             557,103              560,961
----------------------------------------------------------------------------------------------------------------------------
        Total liabilities and shareholders' equity                                         $ 5,454,388           $5,211,919
----------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.
</TABLE>

                              Page 25 of 63 Pages
<PAGE>
<TABLE>
<CAPTION>

                WHITNEY HOLDING CORPORATION AND SUBSIDIARIES

                    CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                           Years Ended December 31

--------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                                            1999         1998           1997
--------------------------------------------------------------------------------------------------------------------------

INTEREST INCOME
<S>                                                                                 <C>          <C>            <C>
  Interest and fees on loans                                                        $ 266,895    $ 246,534      $ 224,158
  Interest and dividends on investments
    U.S. Treasury securities                                                            9,616       17,010         31,063
    U.S. agency securities                                                             28,736       28,024         35,453
    Mortgage-backed securities                                                         32,286       28,138         21,194
    Obligations of states and political subdivisions                                    9,210        7,423          7,959
    Federal Reserve stock and other corporate securities                                  544          573            641
  Interest on federal funds sold and short-term investments                             2,526        8,411          3,103
--------------------------------------------------------------------------------------------------------------------------
    Total interest income                                                             349,813      336,113        323,571
--------------------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE
  Interest on deposits                                                                106,131      107,458        101,792
  Interest on federal funds purchased and securities sold under repurchase agreements  17,934       15,523         20,453
--------------------------------------------------------------------------------------------------------------------------
    Total interest expense                                                            124,065      122,981        122,245
--------------------------------------------------------------------------------------------------------------------------

NET INTEREST INCOME                                                                   225,748      213,132        201,326
PROVISION FOR POSSIBLE LOAN LOSSES                                                      6,000           73         (2,120)
--------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES                          219,748      213,059        203,446
--------------------------------------------------------------------------------------------------------------------------

NON-INTEREST INCOME
  Service charges on deposit accounts                                                  27,721       23,668         23,012
  Credit card income                                                                   13,144       10,075          7,455
  Trust service fees                                                                    8,511        6,739          4,922
  Other non-interest income                                                            17,287       17,956         17,438
  Securities transactions                                                                   -          839             12
--------------------------------------------------------------------------------------------------------------------------
    Total non-interest income                                                          66,663       59,277         52,839
--------------------------------------------------------------------------------------------------------------------------

NON-INTEREST EXPENSE
  Employee compensation                                                                83,293       84,537         73,543
  Employee benefits                                                                    14,772       14,283         13,599
--------------------------------------------------------------------------------------------------------------------------
    Total personnel expense                                                            98,065       98,820         87,142
  Equipment and data processing expense                                                22,041       19,555         16,578
  Net occupancy expense                                                                15,614       14,943         13,174
  Credit card processing services                                                       9,448        7,405          5,476
  Postage and communications                                                            7,887        7,188          5,956
  Ad valorem taxes                                                                      6,232        5,270          4,305
  Legal and professional fees                                                           4,823        7,734          5,608
  Stationery and supplies                                                               4,298        4,468          4,167
  Other non-interest expense                                                           25,755       29,116         27,839
--------------------------------------------------------------------------------------------------------------------------
    Total non-interest expense                                                        194,163      194,499        170,245
--------------------------------------------------------------------------------------------------------------------------

INCOME BEFORE INCOME TAXES                                                             92,248       77,837         86,040
INCOME TAX EXPENSE                                                                     29,828       25,158         28,862
--------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                           $ 62,420     $ 52,679       $ 57,178
--------------------------------------------------------------------------------------------------------------------------

EARNINGS PER SHARE
  Basic                                                                                $ 2.71       $ 2.26         $ 2.48
  Diluted                                                                              $ 2.70       $ 2.24         $ 2.46
WEIGHTED-AVERAGE SHARES OUTSTANDING
  Basic                                                                            23,013,671   23,283,458     23,025,173
  Diluted                                                                          23,091,105   23,499,643     23,236,174
--------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
                              Page 26 of 63 Pages
<PAGE>
<TABLE>
<CAPTION>

               WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY


                                                                            Accumulated               Unearned
                                                                                Other                Restricted
                                             Common    Capital    Retained  Comprehensive  Treasury     Stock
(dollars in thousands, except per share data) Stock    Surplus    Earnings      Income       Stock   Compensation    Total
----------------------------------------------------------------------------------------------------------------------------
<S>                                          <C>      <C>         <C>           <C>        <C>         <C>         <C>
Balance at December 31, 1996                 $2,800   $117,345    $371,090      $ (469)    $ (4,693)   $(3,081)    $482,992
----------------------------------------------------------------------------------------------------------------------------
  Comprehensive income:
    Net income                                    -          -      57,178           -            -          -       57,178
    Other comprehensive income:
      Unrealized net holding gain on
        securities, net of reclassification
        adjustments and tax                       -          -           -         842            -          -          842
----------------------------------------------------------------------------------------------------------------------------
  Total comprehensive income                      -          -      57,178         842            -          -       58,020
----------------------------------------------------------------------------------------------------------------------------
  Cash dividends, $1.12 per share                 -          -     (22,790)          -            -          -      (22,790)
  Cash dividends, pooled entities                 -          -      (1,586)          -            -          -       (1,586)
  Exercise of stock options                       -        861           -           -          295          -        1,156
  Sales to dividend reinvestment and
       employee benefit plans                     -      4,922           -           -          123          -        5,045
  Director stock grants                           -        153           -           -            -          -          153
  Restricted stock grants and other activity, net -      4,035           -           -          590     (2,479)       2,146
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1997                  2,800    127,316     403,892         373       (3,685)    (5,560)     525,136
----------------------------------------------------------------------------------------------------------------------------
  Comprehensive income:
    Net income                                    -          -      52,679           -            -          -       52,679
    Other comprehensive income:
      Unrealized net holding loss on
      securities, net of reclassification
      adjustments and tax                         -          -           -        (645)           -          -         (645)
----------------------------------------------------------------------------------------------------------------------------
  Total comprehensive income                      -          -      52,679        (645)           -          -       52,034
----------------------------------------------------------------------------------------------------------------------------
  Cash dividends, $1.20 per share                 -          -     (27,041)          -            -          -      (27,041)
  Cash dividends, pooled entities                 -          -        (650)          -            -          -         (650)
  Exercise of stock options                       -      1,997           -           -           37          -        2,034
  Sales to dividend reinvestment and
       employee benefit plans                     -      6,005           -           -          150          -        6,155
  Director stock grants                           -        167           -           -            -          -          167
  Restricted stock grants and other activity, net -      3,363           -           -       (1,115)       878        3,126
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998                  2,800    138,848     428,880        (272)      (4,613)    (4,682)     560,961
----------------------------------------------------------------------------------------------------------------------------
  Comprehensive income:
    Net income                                    -          -      62,420           -            -          -       62,420
    Other comprehensive income:
      Unrealized net holding loss on
        securities, net of reclassification
        adjustments and tax                       -          -           -      (3,211)           -          -       (3,211)
----------------------------------------------------------------------------------------------------------------------------
  Total comprehensive income                      -          -      62,420      (3,211)           -          -       59,209
----------------------------------------------------------------------------------------------------------------------------
  Cash dividends, $1.32 per share                 -          -     (30,275)          -            -          -      (30,275)
  Purchases of treasury stock
       under repurchase plan                      -          -           -           -      (38,736)         -      (38,736)
  Exercise of stock options                       -        589           -           -          288          -          877
  Sales to dividend reinvestment and
       employee benefit plans                     -      1,430           -           -        1,329          -        2,759
  Director stock grants                           -         22           -           -           96          -          118
  Restricted stock grants and other activity, net -        623           -           -          958        609        2,190
----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999                 $2,800   $141,512    $461,025     $(3,483)    $(40,678)   $(4,073)    $557,103
----------------------------------------------------------------------------------------------------------------------------

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

</TABLE>
                              Page 27 of 63 Pages
<PAGE>
<TABLE>
<CAPTION>

                  WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                Years Ended December 31
---------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                      1999         1998          1997
----------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                                                    <C>           <C>           <C>
  Net income                                                                           $ 62,420      $ 52,679      $ 57,178
  Adjustments  to  reconcile  net  income  to net  cash  provided  by  operating
     activities:
      Depreciation and amortization                                                      24,094        20,420        18,572
      Amortization of intangibles                                                         3,781         2,777         2,418
      Deferred tax expense (benefit)                                                     (2,021)         (486)          221
      Net gains on sales of investment securities                                             -          (839)          (12)
      Provision for possible loan losses                                                  6,000            73        (2,120)
      Provision for losses on foreclosed assets                                             201           128           243
      Net gains on sales and other dispositions of foreclosed assets                     (1,182)       (5,897)       (6,641)
      Net (gains) losses on sales and other dispositions of surplus property             (2,262)           51           486
      Increase (decrease) in accrued income taxes                                           811           (51)        1,725
      Decrease in accrued interest receivable and prepaid expenses                        2,129           420         1,719
      Increase in accrued interest payable and other accrued expenses                     1,705         1,462         1,477
----------------------------------------------------------------------------------------------------------------------------
        NET CASH PROVIDED BY OPERATING ACTIVITIES                                        95,676        70,737        75,266
----------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Proceeds from maturities of investment securities held to maturity                    374,605       551,791       777,045
  Purchases of investment securities held to maturity                                  (226,085)     (522,828)     (633,357)
  Proceeds from maturities of investment securities available for sale                   67,945       105,698       128,222
  Proceeds from sales of investment securities available for sale                             -         1,051             -
  Purchases of investment securities available for sale                                (174,652)       (4,927)      (75,866)
  Net increase in loans                                                                (405,341)     (371,130)     (378,408)
  Net (increase) decrease in federal funds sold and short-term investments              132,819      (127,709)       56,063
  Proceeds from sales and other dispositions of foreclosed assets                         2,780         8,089         8,756
  Proceeds from sales of surplus property                                                 5,812         1,734         2,114
  Purchases of bank premises and equipment                                              (23,337)      (36,936)      (36,008)
  Net cash acquired in branch purchase                                                        -        83,459             -
  Other, net                                                                             (6,831)          (92)        2,001
----------------------------------------------------------------------------------------------------------------------------
       NET CASH USED IN INVESTING ACTIVITIES                                           (252,285)     (311,800)     (149,438)
----------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Net increase (decrease) in demand deposits, NOW, money market and savings deposits     (3,761)      238,370       147,151
  Net increase (decrease) in time deposits                                               56,497       (66,496)      115,671
  Net increase (decrease) in federal funds purchased and securities sold under
      repurchase agreements                                                             186,035        65,636      (194,734)
  Proceeds from issuance of stock                                                         3,354         8,201         6,044
  Purchases of treasury stock                                                           (39,948)       (1,300)         (513)
  Cash dividends                                                                        (29,841)      (26,443)      (23,425)
----------------------------------------------------------------------------------------------------------------------------
       NET CASH PROVIDED BY FINANCING ACTIVITIES                                        172,336       217,968        50,194
----------------------------------------------------------------------------------------------------------------------------
       INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                  15,727       (23,095)      (23,978)
       CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                   214,963       238,058       262,036
----------------------------------------------------------------------------------------------------------------------------
       CASH AND CASH EQUIVALENTS AT END OF YEAR                                       $ 230,690     $ 214,963     $ 238,058
----------------------------------------------------------------------------------------------------------------------------

Cash received during the year for:
   Interest income                                                                    $ 350,189     $ 340,793     $ 324,564
Cash paid during the year for:
   Interest expense                                                                   $ 123,905     $ 122,066     $ 121,684
   Income taxes                                                                       $  29,800     $  23,482     $  26,489
----------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
                              Page 28 of 63 Pages
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1

NATURE OF BUSINESS

     Whitney  Holding  Corporation  ("the  Company") is a Louisiana bank holding
company  headquartered  in  New  Orleans,  Louisiana.  The  Company's  principal
subsidiary is Whitney  National Bank ("the Bank"),  which has been in continuous
operation  since 1883 and  represents  virtually all of the  operations  and net
income of the Company. The Bank engages in community banking in its market areas
in the four state Gulf Coast region,  including southern Louisiana,  the coastal
region of Mississippi,  central and south Alabama, and the panhandle of Florida.
The Bank offers  commercial and retail banking products and services,  including
trust products and investment  services,  to the customers in the communities it
serves.

     During  the third  quarter  of 1999,  the Bank  formed  Whitney  Securities
L.L.C.,  a  wholly-owned  subsidiary  that is expected to begin  operations as a
broker-dealer  in securities  during the first  quarter of 2000 after  obtaining
regulatory  approvals.  Whitney  Securites  L.L.C.  will  expand  the  range  of
broker-dealer  products and services that the Bank currently offers on a limited
basis directly to its customers.

NOTE 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT PRONOUNCEMENTS

     The accounting and reporting  policies of the Company and its  subsidiaries
follow generally accepted accounting principles and practices within the banking
industry.  The  following  is a  summary  of  the  more  significant  accounting
policies:

Basis of Presentation

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

Use of Estimates

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

Investment in Securities

     Securities  are  classified  as trading,  held to maturity or available for
sale.  Management  determines  the  classification  of securities  when they are
purchased and reevaluates this classification  periodically as conditions change
that could require reclassification.

     Trading  account  securities are bought and held  principally for resale in
the near term. They are carried at fair value with realized and unrealized gains
or losses  reflected in  non-interest  income.  Trading  account  securities are
immaterial  in each period  presented  and have been included in other assets on
the consolidated balance sheets.

     Securities which the Company both positively intends and has the ability to
hold to maturity are  classified as securities  held to maturity and are carried
at amortized cost. Intent and ability to hold are not considered  satisfied when
a security is  available  to be sold in  response to changes in interest  rates,
prepayment  rates,  liquidity  needs  or  other  reasons  as part of an  overall
asset/liability management strategy.

     Securities  not meeting the  criteria to be  classified  as either  trading
securities or securities  held to maturity are  classified as available for sale
and are  carried  at fair  value.  Net  unrealized  holding  gains or losses are
excluded from net income and are recognized in other comprehensive income and in
accumulated other  comprehensive  income, a separate  component of shareholders'
equity.

                              Page 29 of 63 Pages
<PAGE>
     Interest and dividend  income earned on securities  either held to maturity
or available for sale are recognized in interest income,  including amortization
of premiums  and  accretion  of discounts  computed  using the interest  method.
Realized gains and losses on securities either held to maturity or available for
sale are computed  based upon  specifically  identified  amortized  cost and are
reported as a separate component of non-interest income.

Loans

     Loans are  carried at the  principal  amounts  outstanding  net of unearned
income.  Interest on loans and accretion of unearned income,  including deferred
loan fees, are computed to yield a level rate of return on recorded principal.

Non-performing Loans

     Non-performing  loans consist of loans accounted for on a non-accrual basis
and  restructured  loans.  Loans are placed on  non-accrual  status when, in the
opinion of management,  there is an indication that a borrower will be unable to
meet  contractual  payments as they become due. For  commercial  and real estate
loans,  generally a loan is placed on non-accrual status when it is 90 days past
due as to  principal  and  interest,  and the loan is not  otherwise  both  well
secured and in the process of  collection.  When a loan is placed on non-accrual
status,  any accrued but  uncollected  interest  is  reversed  against  interest
income.  Interest  payments on non-accrual loans are used to reduce the reported
loan principal  under the cost recovery  method when the  collectibility  of the
remaining  principal is not  reasonably  assured;  otherwise,  such payments are
recognized as interest  income in the period in which they are received.  A loan
on  non-accrual  status may be reinstated to accrual status when full payment of
contractual principal and interest is expected and this expectation is supported
by current sustained performance.

Impaired Loans

     A loan is considered impaired when it is probable that all amounts will not
be collected as they become due according to the  contractual  terms of the loan
agreement.  Generally,  impaired loans are accounted for on a non-accrual basis.
The extent of  impairment  is measured  based upon a comparison  of the recorded
investment in the loan with either the expected cash flows  discounted using the
loan's   original   effective   interest   rate  or,  in  the  case  of  certain
collateral-dependent  loans,  the fair value of the underlying  collateral.  The
amount of impairment is included in the reserve for possible loan losses.

Reserve for Possible Loan Losses

     The reserve for possible loan losses is maintained at a level which, in the
opinion of management,  is adequate to absorb  potential  losses inherent in the
loan  portfolio.  The  adequacy of the reserve  level is evaluated on an ongoing
basis.  Factors  considered  include  estimated  potential  losses from specific
lending relationships,  including unused loan commitments and credit guarantees;
general economic  conditions;  economic conditions affecting specific classes of
borrowers or types of loan  collateral;  historic loss  experience;  and various
trends in loan portfolio  characteristics,  such as volume,  maturity,  customer
mix,  delinquencies  and non-accruals.  Changes in management's  evaluation over
time are  reflected  in the  provision  for  possible  loan  losses  charged  to
operating expense.

     As actual loan losses are incurred,  they are charged  against the reserve.
Recoveries on loans previously charged against the reserve are added back to the
reserve when collected.

Bank Premises and Equipment

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

Foreclosed Assets and Surplus Property

     Collateral  acquired  through  foreclosure  or in  settlement  of loans and
surplus  banking  property  are reported  with other assets in the  consolidated
balance sheets.  With the exception of pre-1933  property  interests,  which are
assigned a nominal  book value,  these  assets are  recorded at  estimated  fair
value,  less estimated  selling costs,  if this

                              Page 30 of 63 Pages
<PAGE>

value is lower than the carrying  value of the related  loan or property  asset.
The initial  reduction in the carrying amount of a loan to the fair value of the
collateral  received is charged to the reserve for possible loan losses.  Losses
arising from the transfer of bank premises and equipment to surplus property are
charged  to  current  earnings.  Subsequent  valuation  adjustments  for  either
foreclosed assets or surplus property are also included in current earnings,  as
are the revenues and expenses  associated  with  managing  these assets prior to
sale.

Intangible Assets

     The  unamortized  cost of  intangible  assets is included in other  assets.
Goodwill,  which  represents  the  excess of cost over the fair value of the net
assets of an acquired  business,  including  identified  intangible  assets,  is
amortized  on a  straight-line  basis over periods of up to  twenty-five  years.
Identified   intangible   assets,   such  as  the  value  of  purchased  deposit
relationships,  are amortized  using the  straight-line  method over the periods
benefited.  The Company  periodically reviews its intangible assets for possible
impairment in value or life.

Income Taxes

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

Earnings Per Share

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

Statements of Cash Flows

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

Operating Segment Disclosures

     Statement of Financial Accounting Standards ("SFAS") No. 131,  "Disclosures
About  Segments of an Enterprise and Related  Information,"  which was effective
for 1998,  established  standards  for reporting  information  about a company's
operating  segments  using a  "management  approach."  Reportable  segments  are
identified as those  revenue-producing  components for which separate  financial
information  is produced  internally  and which are subject to evaluation by the
chief  operating  decision  maker  in  deciding  how to  allocate  resources  to
segments.  The Company  evaluated its potential  operating  segments against the
criteria specified in the statement and has determined that no operating segment
disclosures  are  required in 1999 or 1998 because of the  aggregation  concepts
specified in the statement.

Other

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

                              Page 31 of 63 Pages
<PAGE>
Recent Pronouncements

     The Financial  Accounting  Standards  Board  ("FASB")  issued SFAS No. 133,
"Accounting for Derivative  Instruments  and Hedging  Activities," in June 1998.
This  statement  provides  a  comprehensive  and  consistent  standard  for  the
recognition and measurement of derivatives and hedging activities,  in which the
Company  does not  presently  participate.  The  provisions  of SFAS No. 133 are
effective as of January 1, 2001 for the Company,  with early adoption permitted.
Upon  adoption,  the Company may transfer any security held to maturity into the
available for sale category  without calling into question the Company's  intent
to hold other debt  securities to maturity.  The Company has not determined what
transfers would be made in accordance  with this  provision.  Other than for the
effects of any such transfers,  the adoption of this accounting  standard is not
expected  to have a  material  effect on the  Company's  financial  position  or
results of operations.

NOTE 3

MERGERS AND ACQUISITIONS

     In November  1999,  the Company  announced it had entered into a definitive
agreement to acquire Bank of Houston,  which has  approximately  $185 million in
total assets and $163 million in total deposits in two locations in the Houston,
Texas metropolitan area. The total all-cash purchase price will be approximately
$58 million. The anticipated acquisition will be accounted for as a purchase and
is subject to approval by appropriate  regulatory agencies.  The Company expects
to complete this acqusition in the first quarter of 2000.

     In September 1998, the Bank purchased  substantially  all of the assets and
deposits of eight of the branches of The First  National Bank of Lake Charles in
southwest  Louisiana.  These branches had approximately $39 million of loans and
$149  million of  deposits  at the time of  purchase.  In  connection  with this
purchase,  the Bank  recorded  goodwill  and deposit  intangibles  totaling  $21
million. The deposit intangibles are being amortized over the estimated lives of
the deposits,  approximately  eight years,  and the goodwill is being  amortized
over  twenty-five  years. The results of operations of the Lake Charles branches
are included in the financial  statements  from the  acquisition  date.  The pro
forma impact of this  acquisition on the Company's  results of operations is not
material.

     During the  three-year  period  ended  December 31,  1999,  five  financial
institutions  merged with the  Company.  These  mergers  were  accounted  for as
poolings-of-interests, and the Company's financial statements have been restated
to include these pooled companies.  These financial  institutions  include First
National  Bankshares,  Inc. ("FNB"), the parent of First National Bank of Houma,
Louisiana;  Merchants Bancshares,  Inc.  ("Merchants"),  the parent of Merchants
Bank & Trust Company,  Gulfport,  Mississippi;  Meritrust  Federal  Savings Bank
("Meritrust"),  Thibodaux, Louisiana; Louisiana National Security Bank ("LNSB"),
Donaldsonville,  Louisiana;  and The First National Bancorp of Greenville,  Inc.
("Greenville"),  Greenville, Alabama. The following table shows the merger date,
assets  acquired and the number of Company  common shares issued for each of the
merged institutions.
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------------------------
(dollars in millions)                    Merger Date           Assets Acquired            Shares Issued
--------------------------------------------------------------------------------------------------------
<S>                                     <C>                           <C>                      <C>
FNB                                     February 28, 1997             $235                     1,132,983
Merchants                                  April 18, 1997             $208                     1,451,507
Meritrust                                  April 24, 1998             $233                     1,046,686
LNSB                                         May 16, 1998             $104                       542,476
Greenville                                August 21, 1998             $115                       720,938
--------------------------------------------------------------------------------------------------------
</TABLE>

                              Page 32 of 63 Pages

<PAGE>
NOTE 4
INVESTMENT IN SECURITIES
<TABLE>
<CAPTION>

     Summary information about securities available for sale and securities held
to maturity follows:

----------------------------------------------------------------------------------------------------------------
                                         Securities Available for Sale
----------------------------------------------------------------------------------------------------------------
                                                     Amortized       Unrealized     Unrealized        Fair
(dollars in thousands)                                  Cost            Gains        (Losses)         Value
----------------------------------------------------------------------------------------------------------------
December 31, 1999
----------------------------------------------------------------------------------------------------------------
<S>                                                      <C>               <C>         <C>             <C>
U.S. Treasury securities                                 $  8,019          $   5       $   (53)        $  7,971
U.S. Agency securities                                    116,690             13        (2,576)         114,127
Mortgage-backed securities                                 85,672             10        (2,151)          83,531
Obligations of states and political subdivisions              634              8             -              642
Other corporate securities                                    758              -           (97)             661
----------------------------------------------------------------------------------------------------------------
    Total                                                $211,773          $  36       $(4,877)        $206,932
----------------------------------------------------------------------------------------------------------------
December 31, 1998
----------------------------------------------------------------------------------------------------------------
U.S. Treasury securities                                 $ 19,986          $ 154       $    (1)        $ 20,139
U.S. agency securities                                     41,123            238           (90)          41,271
Mortgage-backed securities                                 42,452            293          (344)          42,401
Obligations of states and political subdivisions              904             48             -              952
Other corporate securities                                    648              -           (50)             598
----------------------------------------------------------------------------------------------------------------
    Total                                                $105,113          $ 733       $  (485)        $105,361
----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

----------------------------------------------------------------------------------------------------------------
                                          Securities Held to Maturity
----------------------------------------------------------------------------------------------------------------
                                                     Amortized       Unrealized     Unrealized        Fair
(dollars in thousands)                                  Cost            Gains        (Losses)         Value
----------------------------------------------------------------------------------------------------------------
December 31, 1999
----------------------------------------------------------------------------------------------------------------
<S>                                                    <C>               <C>          <C>            <C>
U.S. Treasury securities                               $  107,574        $   233      $   (711)      $  107,096
U.S. agency securities                                    358,606              4       (15,413)         343,197
Mortgage-backed securities                                427,074            300       (10,421)         416,953
Obligations of states and political subdivisions          184,151          1,073        (4,983)         180,241
Federal Reserve stock and other corporate
   securities                                               7,526          5,327             -           12,853
----------------------------------------------------------------------------------------------------------------
    Total                                              $1,084,931        $ 6,937      $(31,528)      $1,060,340
----------------------------------------------------------------------------------------------------------------
December 31, 1998
----------------------------------------------------------------------------------------------------------------
U.S. Treasury securities                               $  183,270        $ 3,754      $    (3)       $ 187,021
U.S. agency securities                                    431,135          2,429        (1,706)         431,858
Mortgage-backed securities                                453,545          5,596          (422)         458,719
Obligations of states and political subdivisions          158,686          5,117          (121)         163,682
Federal Reserve stock and other corporate
   securities                                               8,081          3,752             -           11,833
----------------------------------------------------------------------------------------------------------------
    Total                                              $1,234,717        $20,648      $ (2,252)      $1,253,113
----------------------------------------------------------------------------------------------------------------
</TABLE>

                              Page 33 of 63 Pages

<PAGE>

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

-----------------------------------------------------------------------
                    Securities Available for Sale

-----------------------------------------------------------------------
                                        Amortized            Fair
(dollars in thousands)                     Cost             Value
-----------------------------------------------------------------------
December 31, 1999
-----------------------------------------------------------------------
Within one year                            $   8,026         $   7,999
One to five years                            117,958           115,411
Five to ten years                             65,581            63,954
After ten years                               20,208            19,568
-----------------------------------------------------------------------
    Total securities available for sale    $ 211,773         $ 206,932
-----------------------------------------------------------------------

-----------------------------------------------------------------------
                     Securities Held to Maturity
-----------------------------------------------------------------------
                                           Amortized            Fair
(dollars in thousands)                        Cost             Value
-----------------------------------------------------------------------
December 31, 1999
-----------------------------------------------------------------------
Within one year                           $   60,857        $   61,370
One to five years                            538,167           524,875
Five to ten years                            325,436           313,539
After ten years                              160,471           160,556
-----------------------------------------------------------------------
    Total securities held to maturity     $1,084,931        $1,060,340
-----------------------------------------------------------------------

     Expected  maturities may differ from contractual  maturities,  particularly
for   mortgage-backed   securities  and  certain  U.S.  agency   securities  and
obligations  of  states  and  political   subdivisions,   because  of  principal
prepayments and the exercise of call options.

     Securities  with  carrying  values of $1.03  billion  and $953  million  at
December 31, 1999 and 1998, respectively, were sold under repurchase agreements,
pledged to secure  public  deposits  and trust  deposits  or  pledged  for other
purposes.  Included  in the 1999 total is $164  million  that was pledged at the
Federal  Reserve  discount  window in connection  with the  Company's  Year 2000
contingency plan.

NOTE 5
LOANS
<TABLE>
<CAPTION>

The composition of the Company's loan portfolio follows:

                                                                                   December 31
--------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                   1999                       1998
--------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>      <C>               <C>
Commercial, financial and agricultural                            $ 1,466,018      39.9%    $ 1,299,243       39.7%
Real estate loans - commercial and other                            1,213,465      33.0%      1,036,547       31.7%
Real estate loans - retail mortgage                                   700,311      19.1%        640,214       19.6%
Loans to individuals                                                  292,680       7.9%        292,336        8.9%
Lease financing                                                           573        .1%          2,241         .1%
--------------------------------------------------------------------------------------------------------------------
    Total loans                                                   $ 3,673,047     100.0%    $ 3,270,581      100.0%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

     The Bank makes  loans in the normal  course of business  to  directors  and
executive officers of the Company and the Bank and to their associates ("related
parties").  Loans to related parties are made on  substantially  the same terms,
including  interest rates and  collateral,  as those  prevailing at the time for
comparable  transactions

                              Page 34 of 63 Pages

<PAGE>
with   unrelated   parties  and  do  not  involve  more  than  normal  risks  of
collectibility  at the time of the  transactions.  An analysis of the changes in
such loans during 1999 follows:

------------------------------------------------------------
(dollars in thousands)                                 1999
------------------------------------------------------------
Beginning balance                                  $ 66,179
Additions                                            96,530
Repayments                                          (83,330)
------------------------------------------------------------
Ending balance                                     $ 79,379
------------------------------------------------------------

     Outstanding  commitments  and letters of credit to related  parties totaled
$64 million and $43 million at December 31, 1999 and 1998, respectively.

NOTE 6

RESERVE FOR POSSIBLE LOAN LOSSES

     A summary  analysis  of changes in the  reserve  for  possible  loan losses
follows:

                                                  Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                        1999           1998          1997
--------------------------------------------------------------------------------
Balance at beginning of year              $ 40,282       $ 44,543      $ 44,030
Provision for possible loan losses           6,000             73        (2,120)
Loans charged off                           (9,311)       (12,630)       (9,195)
Recoveries                                   7,495          8,296        11,828
--------------------------------------------------------------------------------
  Net (charge-offs) recoveries              (1,816)        (4,334)        2,633
--------------------------------------------------------------------------------
Balance at end of year                    $ 44,466       $ 40,282      $ 44,543
--------------------------------------------------------------------------------

NOTE 7

IMPAIRED LOANS,  NON-PERFORMING  LOANS,  FORECLOSED  ASSETS AND SURPLUS PROPERTY

     Information on loans evaluated for possible impairment losses follows:

                                                             December 31
-----------------------------------------------------------------------------
(dollars in thousands)                                     1999          1998
-----------------------------------------------------------------------------
Impaired loans at year-end
  Requiring a loss reserve                              $ 9,278       $ 5,054
  Not requiring a loss reserve                            1,142         6,007
-----------------------------------------------------------------------------
Total recorded investment in impaired loans            $ 10,420      $ 11,061
-----------------------------------------------------------------------------
Total impairment loss allowance required at year-end   $  3,702      $  1,554
-----------------------------------------------------------------------------
Average recorded investment in impaired loans during
  year                                                 $  9,736      $ 10,819
-----------------------------------------------------------------------------

     The following is a summary of  non-performing  loans and foreclosed  assets
and surplus property:

                                                            December 31
--------------------------------------------------------------------------------
(dollars in thousands)                                       1999           1998
--------------------------------------------------------------------------------
Loans accounted for on a non-accrual basis               $ 13,601       $ 11,497
Restructured loans                                          1,634          2,660
--------------------------------------------------------------------------------
Total non-performing loans                               $ 15,235       $ 14,157
--------------------------------------------------------------------------------
Total foreclosed assets and surplus property             $  1,831       $  2,004
--------------------------------------------------------------------------------

                              Page 35 of 63 Pages
<PAGE>

     Interest income on certain non-accrual loans is recognized as cash interest
payments  are  received.  Interest  payments  on  non-accrual  loans  that  were
accounted for under the cost recovery method may also subsequently be recognized
as interest  income when loan  collections  exceed  expectations or when workout
efforts  result  in  fully   rehabilitated   credits.   The  following  compares
contractual  interest income on non-accrual  loans and  restructured  loans with
both the interest  income  reported on a cash basis for these loans and the cost
recovery interest recognized on non-accrual loans and certain accruing loans:

                                                        Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                                 1999       1998      1997
--------------------------------------------------------------------------------
Contractual interest                                 $1,131    $ 1,218   $ 1,111
Interest recognized                                     422      1,216     1,645
--------------------------------------------------------------------------------
Increase (decrease) in reported interest income      $ (709)   $    (2)  $   534
--------------------------------------------------------------------------------

     The Bank owns a variety of property  interests which were acquired  through
routine banking  transactions prior to 1933 and for which there existed no ready
market.  These assets were subsequently  written down to a nominal holding value
in accordance with general banking practice at that time. The property  includes
ownership interests in scattered undeveloped acreage, various mineral interests,
and a few commercial and residential site locations,  principally in the greater
New Orleans area.

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

                                                        Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                                 1999       1998      1997
--------------------------------------------------------------------------------
Revenues                                              $ 881    $ 2,488   $ 3,026
Direct expenses                                       $  34    $    36   $    38
--------------------------------------------------------------------------------


NOTE 8

BANK PREMISES AND EQUIPMENT

     An analysis of bank premises and equipment by asset classification follows:

                                                                December 31
--------------------------------------------------------------------------------
(dollars in thousands)                                         1999        1998
--------------------------------------------------------------------------------
Land                                                       $ 35,837    $ 36,502
Buildings and improvements                                  155,174     150,248
Furnishings and equipment                                    99,518     100,256
--------------------------------------------------------------------------------
                                                            290,529     287,006
Accumulated depreciation and amortization                  (120,814)   (117,282)
--------------------------------------------------------------------------------
Total bank premises and equipment                          $169,715    $169,724
--------------------------------------------------------------------------------

     Provisions  for  depreciation  and  amortization  included in  non-interest
expense were as follows:

                                                   Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                              1999        1998        1997
--------------------------------------------------------------------------------
Buildings and improvements                       $ 5,854     $ 5,044     $ 4,604
Furnishings and equipment                         13,471      10,998       9,478
--------------------------------------------------------------------------------
  Total depreciation and amortization expense   $ 19,325    $ 16,042    $ 14,082
--------------------------------------------------------------------------------

                              Page 36 of 63 Pages

<PAGE>
     At  December  31,  1999,   the  Bank  was  obligated   under  a  number  of
non-cancelable operating leases. Certain of these leases have escalation clauses
and renewal options.  Total rental expense,  net of immaterial sublease rentals,
was $2.7  million,  $2.8  million  and $1.8  million  in  1999,  1998 and  1997,
respectively.

     As of December 31, 1999,  the future minimum  rentals under  non-cancelable
operating  leases  having an  initial  lease  term in excess of one year were as
follows:

(dollars in thousands)
------------------------------------------------
2000                                    $ 3,038
2001                                      2,097
2002                                      1,706
2003                                      1,611
2004                                      1,472
Later years                              10,823
------------------------------------------------
Total                                   $20,747
------------------------------------------------

NOTE 9

INTANGIBLE ASSETS

     Intangible assets consist of indentified intangibles,  such as the value of
deposit relationships,  and goodwill acquired in business combinations accounted
for as purchases.  The unamortized  cost of intangible  assets  consisted of the
following:

                                                                December 31
--------------------------------------------------------------------------------
(dollars in thousands)                                        1999          1998
--------------------------------------------------------------------------------
Deposit relationships and other identifiable intangibles   $10,880       $12,952
Goodwill                                                    22,437        24,252
--------------------------------------------------------------------------------
  Total intangible assets                                  $33,317       $37,204
--------------------------------------------------------------------------------

     These assets are being  amortized to expense over  remaining  lives ranging
from approximately  three to eight years for identified  intangibles and nine to
twenty-three years for goodwill as of December 31, 1999.  Amortization  included
in non-interest expense was as follows:

                                                   Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                          1999          1998          1997
--------------------------------------------------------------------------------
Deposit relationships and other identifiable
  intangibles                                $ 2,072       $ 1,394       $ 1,280
Goodwill                                       1,709         1,383         1,138
--------------------------------------------------------------------------------
  Total amortization                         $ 3,781       $ 2,777       $ 2,418
--------------------------------------------------------------------------------


                              Page 37 of 63 Pages
<PAGE>
NOTE 10

SHORT-TERM BORROWINGS

     Short-term borrowings consisted of the following components:

                                                           December 31
------------------------------------------------------------------------------
(dollars in thousands)                                     1999          1998
------------------------------------------------------------------------------
Federal funds purchased                               $  72,270     $  70,780
Securities sold under agreements to repurchase          469,087       284,542
------------------------------------------------------------------------------
Total short-term borrowings                           $ 541,357     $ 355,322
------------------------------------------------------------------------------

     The Bank has the ability to exercise  legal  authority  over the securities
that serve as collateral for the securities  sold under  repurchase  agreements.
The carrying  and  estimated  fair values of  securities  sold under  repurchase
agreements at December 31, 1999, by term of the underlying  borrowing agreement,
were as follows:

                                                      Up to         30 to
(dollars in thousands)                Overnight      30 days       90 days
------------------------------------------------------------------------------
December 31, 1999
------------------------------------------------------------------------------
Carrying value:
U.S. Treasury securities                 $ 27,484      $ 18,993      $      -
U.S. agency securities                    347,308        56,446        29,015
------------------------------------------------------------------------------
  Total carrying value                  $ 374,792      $ 75,439      $ 29,015
------------------------------------------------------------------------------
Fair value:
U.S. Treasury securities                 $ 26,822      $ 14,625      $      -
U.S. agency securities                    338,363        54,911        28,226
------------------------------------------------------------------------------
  Total fair value                      $ 365,185      $ 69,536      $ 28,226
------------------------------------------------------------------------------
Outstanding borrowings                  $ 366,847      $ 73,840      $ 28,400
------------------------------------------------------------------------------

     Additional information about federal funds purchased follows:

------------------------------------------------------------------------------
(dollars in thousands)                                   1999           1998
------------------------------------------------------------------------------
Average effective yield on December 31                   3.82%          4.25%
------------------------------------------------------------------------------
Average for the year
  Effective yield                                        4.90%          5.08%
  Balance                                             $74,011        $66,803
------------------------------------------------------------------------------
Maximum month-end outstanding                        $159,675        $79,650
------------------------------------------------------------------------------

     Additional  information  about securities sold under repurchase  agreements
follows:

------------------------------------------------------------------------------
(dollars in thousands)                                   1999           1998
------------------------------------------------------------------------------
Average effective yield on December 31                   4.48%          4.07%
------------------------------------------------------------------------------
Average for the year
  Effective yield                                        3.97%          4.44%
  Balance                                            $360,386       $270,741
------------------------------------------------------------------------------
Maximum month-end outstanding                        $469,087       $320,190
------------------------------------------------------------------------------

                              Page 38 of 63 Pages

<PAGE>

NOTE 11

EMPLOYEE BENEFIT PLANS

Retirement Plans

     The Company has a  noncontributory  qualified  defined benefit pension plan
covering substantially all employees.  The benefits are based upon an employee's
total  years  of  service  and his or her  highest  five-year  average  level of
compensation during the final ten years of employment. Contributions are made in
amounts  sufficient to meet funding  requirements  set forth in federal employee
benefit and tax laws plus such  additional  amounts as the Company may determine
to be appropriate.

     The following table details the changes both in the actuarial present value
of the pension  benefit  obligation and in the plan's assets for the years ended
December 31, 1999 and 1998.  The table also shows the funded  status of the plan
at each year-end and  identifies  amounts  recognized  and  unrecognized  in the
Company's consolidated balance sheets.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
(dollars in thousands)                                          1999                1998
-----------------------------------------------------------------------------------------
<S>                                                         <C>                 <C>
Benefit obligation, beginning of year                       $ 73,769            $ 65,533
Service cost for benefits                                      3,756               2,854
Interest cost on benefit obligation                            4,535               4,222
Net actuarial (gain) loss                                    (12,019)              4,385
Benefits paid                                                 (3,327)             (3,225)
-----------------------------------------------------------------------------------------
Benefit obligation, end of year                               66,714              73,769
-----------------------------------------------------------------------------------------
Plan assets at fair value, beginning of year                  97,766              91,206
Actual return on plan assets                                   7,723              10,069
Benefits paid                                                 (3,327)             (3,225)
Plan expenses                                                   (318)               (284)
-----------------------------------------------------------------------------------------
Plan assets at fair value, end of year                       101,844              97,766
-----------------------------------------------------------------------------------------
Plan assets in excess of benefit obligation, end of year      35,130              23,997
Unrecognized net actuarial gains                             (29,888)            (18,561)
Unrecognized net implementation asset                         (1,499)             (1,904)
Unrecognized prior service cost resulting
     from plan amendments                                     (1,204)             (1,329)
-----------------------------------------------------------------------------------------
Prepaid pension asset                                       $  2,539            $  2,203
-----------------------------------------------------------------------------------------
</TABLE>

     The Company  recognized a net pension benefit in each of the three years in
the period ended December 31, 1999.  The  components of the net pension  benefit
were as follows:
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------
(dollars in thousands)                                   1999          1998         1997
-----------------------------------------------------------------------------------------
<S>                                                   <C>           <C>          <C>
Service cost for benefits during the period           $ 3,756       $ 2,854      $ 2,019
Interest cost on benefit obligation                     4,535         4,222        4,237
Expected return on plan assets                         (7,677)       (7,162)      (5,750)
Amortization of:
     Unrecognized net actuarial gains                    (421)         (785)         (55)
     Unrecognized net implementation asset               (405)         (405)        (405)
     Unrecognized prior service cost                     (124)         (124)        (124)
-----------------------------------------------------------------------------------------
 Net pension benefit                                  $  (336)     $ (1,400)     $   (78)
-----------------------------------------------------------------------------------------
</TABLE>

     The  weighted-average  discount  rate  used in  determining  the  actuarial
present value of the pension  benefit  obligation was 7.50% for 1999,  6.25% for
1998 and 7.00% for 1997. For all periods  presented,  the Company  assumed an 8%
expected  long-term rate of return on plan assets and an annual rate of increase
in future

                              Page 39 of 63 Pages
<PAGE>
compensation levels of 4%.

     The pension  plan held 219,800  shares of Company  common stock at December
31, 1999 and 1998 and 239,555 shares at December 31, 1997.

     The Company also has a  nonqualified  defined  benefit plan which  provides
retirement  benefits  to  designated  executive  officers.  These  benefits  are
calculated  using  the  qualified  plan's  formula,  but  without  applying  the
restrictions  imposed on qualified  plans by certain  provisions of the Internal
Revenue Code.  Benefits that become payable under the nonqualified plan would be
reduced by amounts paid from the  qualified  plan.  At December  31,  1999,  the
actuarial  present value of the excess  benefit  obligation was $2.4 million and
the recorded accrued pension liability was $1.9 million. The net pension expense
for the excess benefit plan was not material in 1999, 1998 or 1997.

     The Company  sponsors an employee  savings plan under Section 401(k) of the
Internal Revenue Code. This plan covers  substantially all full-time  employees,
and the Company  matches the savings of each  participant up to 3% of his or her
compensation.  Tax law  imposes  limits  on total  annual  participant  savings.
Participants  are fully  vested in their  savings  and in the  matching  Company
contributions at all times. The expense of the Company's matching contributions,
including those made by pooled entities with comparable plans, was approximately
$1.6 million in 1999 and 1998 and $1.4 million in 1997.

Health and Welfare Plans

     The Company  maintains  health care and life  insurance  benefit  plans for
retirees and their eligible dependents.  Participant  contributions are required
under the health plan.  Beginning in 1999,  all health care benefits are covered
under contracts with health maintenance or preferred  provider  organizations or
insurance contracts. The Company recognizes the expected cost of providing these
postretirement  benefits during the period employees are actively  working.  The
Company funds its  obligations  under these plans as  contractual  payments come
due.

     At December 31, 1999, the net  postretirement  benefit  liability  reported
with other liabilities in the consolidated balance sheets was approximately $6.8
million,  essentially  unchanged  from  December  31,  1998.  The  net  periodic
postretirement  benefit expense was  approximately  $.6 million for 1999 and $.5
million for 1998 and 1997. This expense  includes  components for the portion of
the expected benefit obligation  attributed to current service,  for interest on
the  accumulated  benefit  obligation,  and  for  amortization  of  unrecognized
actuarial  gains or losses.  No component was  individually  significant for any
period reported.

     For the actuarial calculation of its postretirement  benefit obligations at
December 31, 1999,  1998 and 1997,  the Company  assumed annual health care cost
increases  beginning  at  7.80 %,  8.40%  and  9.00%,  respectively,  with  each
decreasing to a 5.00% rate over a five to seven year period.  Discount  rates of
7.50% in 1999,  6.25% in 1998 and  7.00% in 1997 were  used in  determining  the
present value of benefit  obligations  in each period.  A 1% rise in the assumed
health care cost trend rates would increase the accumulated  benefit  obligation
by approximately  $900,000 and the periodic net benefit expense by approximately
$160,000.  A 1% fall in these trend rates would decrease the accumulated benefit
obligation by $700,000 and the periodic net benefit expense by $120,000.

NOTE 12

STOCK-BASED INCENTIVE COMPENSATION PLANS AND OTHER STOCK-BASED COMPENSATION
     The Company  maintains two stock-based  compensation  plans.  The long-term
incentive plan for key employees is administered by the  Compensation  Committee
of the Board of Directors.  The Committee  designates who will  participate  and
authorizes  the awarding of grants.  Under this plan,  participants  may receive
stock options,  restricted stock,  performance shares,  phantom shares and stock
appreciation  rights.  To date,  the Company has awarded only stock  options and
restricted  stock.  The  Company  may issue up to 7% of its  outstanding  common
shares in connection  with the long-term  incentive plan awards.  The directors'
compensation  plan  provides  for the  annual  award of  common  stock and stock
options  to each  non-employee  director.  The  Company is  authorized  to issue
150,000 shares under this plan. At December 31, 1999, future awards covering the
issuance of 1,003,434  shares  could be made under the employee  plan and 30,400
shares under the directors' plan.

                              Page 40 of 63 Pages

<PAGE>
     The following  schedule  summarizes  the common stock grants  awarded under
these plans during 1999, 1998 and 1997:

--------------------------------------------------------------------
(dollars in thousands)                                  Market Value
                                              Shares     Of Award On
    Year            Plan                     Awarded     Grant Date
--------------------------------------------------------------------
    1999      Employee-performance            88,750         $3,609
              Director                         5,100         $  200
    1998      Employee-performance            61,500         $3,383
              Director                         5,100         $  259
    1997      Employee-performance            62,375         $2,505
              Employee                        54,040         $2,141
              Director                         5,400         $  192
--------------------------------------------------------------------

     Employees  can forfeit  their shares if they  terminate  employment  within
three  years of the grant  date and they are  prohibited  from  transferring  or
otherwise  disposing  of the shares  during this period.  In addition,  with the
exception  of a portion of the 1997 grant,  the  employee  grants are subject to
adjustment  based on the  Company's  performance,  as  measured by its return on
assets and return on equity over the restriction  period, in relation to that of
a designated peer group. The ultimate performance-based awards can range from 0%
to 200% of the  initial  grants.  Shares  granted to  employees  before 1996 are
subject to possible forfeiture and transfer  restrictions for a five-year period
but not to  performance-based  adjustments.  All restrictions on employee shares
would lapse upon a change in control of the Company.  The directors'  shares are
awarded  without  any  significant  restrictions  and are not  subject to future
adjustment.

     The Company initially measures the compensation  expense related to a stock
grant as the market value of the shares awarded on the grant date.  This expense
is recognized ratably over the restriction period, if any.  Adjustments are made
for forfeitures as they occur. The Company periodically re-measures compensation
expense for  performance-based  grants for changes  both in the  estimate of the
unrestricted  shares to which employees will  ultimately  become entitled and in
the market value of the Company's stock.  Differences from previous compensation
expense measurements are recognized prospectively over the remaining restriction
periods. Compensation expense related to common stock awards was $3.5 million in
1999 and 1998 and $2.4 million in 1997.

                              Page 41 of 63 Pages
<PAGE>
     The following  table  summarizes  stock option activity under the long-term
incentive plan and under the directors'  compensation plan for each of the three
years in the period ended  December 31, 1999. The exercise price for all options
is set at the market price on the grant date. All options are fully  exercisable
six months after the grant date and expire after ten years.

--------------------------------------------------------------------------------
                                     Employees                Directors
--------------------------------------------------------------------------------
                                              Weighted-              Weighted-
                                               Average                Average
                                               Exercise              Exercise
                                   Number       Price        Number    Price
--------------------------------------------------------------------------------
Outstanding at
     December 31, 1996                339,824     $26.08     41,000      $28.17
     Options granted                  150,500     $42.44     18,000      $42.44
     Options exercised                (30,021)    $22.69     (1,000)     $30.50
--------------------------------------------------------------------------------
Outstanding at
     December 31, 1997                460,303     $31.65     58,000      $32.56
     Options granted                  152,250     $55.00     17,000      $50.88
     Options exercised                (94,540)    $24.74     (4,000)     $34.47
--------------------------------------------------------------------------------
Outstanding at
     December 31, 1998                518,013     $39.61     71,000      $36.84
     Options granted                  164,750     $40.66     17,000      $39.31
     Options exercised                (18,101)    $20.99          -           -
     Options forfeited                (36,250)    $46.37          -           -
--------------------------------------------------------------------------------
Outstanding and exercisable at
     December 31, 1999                628,412     $40.16     88,000      $37.31
--------------------------------------------------------------------------------

     The following table summarizes certain  information about the stock options
outstanding under these plans at December 31, 1999:

--------------------------------------------------------------------------------
                                              Weighted-               Weighted-
                           Number of           Average                 Average
Range of                     Shares            Years to                Exercise
Exercise Prices            Under Option       Expiration                Price
--------------------------------------------------------------------------------
$13.22-$19.42                22,916                 3.1                 $17.27
$26.25-$28.88               118,682                 5.1                 $28.15
$30.00-$39.31               110,564                 7.0                 $31.50
$40.66-$42.44               308,500                 8.5                 $41.51
$50.88-$55.00               155,750                 8.5                 $54.55
--------------------------------------------------------------------------------
$13.22-$55.00               716,412                 7.5                 $39.81
--------------------------------------------------------------------------------

                              Page 42 of 63 Pages

<PAGE>
     In connection with the merger with Meritrust in 1998, the Company converted
options held by Meritrust employees and directors into options to acquire 93,283
shares of Company stock at a weighted-average  exercise price of $11.26. Holders
exercised  options  for  22,992  shares in 1999 and 37,231  shares in 1998.  The
unexercised   options  at   December   31,   1999  for   32,448   shares  had  a
weighted-average exercise price of $14.03 and a weighted-average  remaining life
of five years.

     Upon its merger with First  Citizens  BancStock,  Inc. in 1996, the Company
converted options held by First Citizens employees and directors into options on
192,551 Company shares with a weighted-average exercise price of $11.64. Holders
exercised  options for 22,191 shares in 1999, 1,000 in 1998 and 14,085 shares in
1997.  At December 31,  1999,  11,311 of these  options with a  weighted-average
exercise   price  of  $10.13  and  a  remaining  life  of  four  years  remained
unexercised.

     SFAS No. 123, "Accounting for Stock-Based Compensation," established a fair
value based method of accounting  for  stock-based  compensation,  including the
award of stock options.  As provided for in SFAS No. 123,  however,  the Company
elected to continue to follow  Accounting  Principles  Board  Opinion No. 25 and
related   interpretations  to  measure  and  recognize   stock-based   incentive
compensation   expense.   Under  this  Opinion,   the  Company's  recognizes  no
compensation expense with respect to fixed awards of stock options.  Because the
Company's  awards  options  with an exercise  price equal to the stock's  market
price,  the options have no intrinsic value on the award date, which is also the
measurement date for compensation expense.

     SFAS No. 123 requires the following  disclosure of pro forma net income and
earnings  per share  determined  as if the fair value method had been applied in
measuring and  recognizing  stock-based  compensation  expense related to option
grants:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                    1999         1998       1997
----------------------------------------------------------------------------------------------
<S>                                                           <C>         <C>        <C>
Net income                                                    $ 62,420    $ 52,679   $ 57,178
Pro forma stock-based compensation expense, net of tax           1,514       1,961      1,474
----------------------------------------------------------------------------------------------
Pro forma net income                                          $ 60,906    $ 50,718   $ 55,704
----------------------------------------------------------------------------------------------
Pro forma earnings per share
     Basic                                                      $ 2.65      $ 2.18     $ 2.42
     Diluted                                                    $ 2.64      $ 2.16     $ 2.40
Weighted-average fair value of options granted during the year  $ 9.52      $14.22     $10.79
----------------------------------------------------------------------------------------------
</TABLE>

     The fair values of the stock  options were  estimated as of the grant dates
using the  Black-Sholes  option-pricing  model.  The Company made the  following
significant  assumptions in applying the  option-pricing  model: (a) an expected
annualized  volatility for the Company's common stock of 22.47% in 1999,  22.74%
in 1998 and 18.78% in 1997;  (b) an average  option life of seven  years  before
exercise;  (c) an expected annual dividend yield of 3.60% in 1999, 2.70% in 1998
and 2.80% in 1997; and (d) a  weighted-average  risk-free interest rate of 6.10%
in 1999, 5.60% in 1998 and 6.50% in 1997.

NOTE 13

REGULATORY MATTERS

Regulatory Capital Requirements

     Measures of regulatory  capital are an important tool used by regulators to
monitor the  financial  health of insured  financial  institutions.  The primary
quantitative  measures  used by  regulators  to gauge  capital  adequacy are the
ratios of Tier 1 and total regulatory  capital to  risk-weighted  assets and the
ratio of Tier 1 regulatory  capital to average total  assets,  also known as the
leverage ratio. The regulators  define the components and computation of each of
these ratios.  The minimum  capital ratios for both the Company and the Bank are
generally  4%  Tier 1  capital,  8%  total  capital  and 4%  leverage.  However,
regulators may set higher  capital  requirements  for an individual  institution
when particular circumstances warrant.

     To  evaluate  capital   adequacy,   regulators   compare  an  institution's
regulatory  capital  ratios  with their  agency  guidelines  as well as with the
guidelines  established as part of the uniform  regulatory  framework for prompt
corrective  supervisory  action  toward  insured  institutions.  In  reaching an
overall   conclusion   on  capital   adequacy  or

                              Page 43 of 63 Pages
<PAGE>
assigning an appropriate classification under the uniform framework,  regulators
must  also  consider  other  subjective  and  quantitative  assessments  of risk
associated with the  institution,  such as interest-rate  risk.  Regulators will
take certain  mandatory  as well as possible  additional  discretionary  actions
against  institutions they judge to be inadequately  capitalized.  These actions
could  materially  impact the  institution's  financial  position and results of
operations.

     Under the regulatory  framework for prompt corrective  action,  the capital
levels of banks are categorized  into one of five  classifications  ranging from
well-capitalized to critically under-capitalized.  For an institution to qualify
as well-capitalized,  its Tier 1 capital, total capital and leverage ratios must
be at least 6%,  10% and 5%,  respectively.  Maintaining  capital  ratios at the
well-capitalized  levels avoids certain  restrictions  that, for example,  could
impact the FDIC  insurance  premium rate. As of December 31, 1999 and 1998,  the
Bank was  categorized as  well-capitalized,  and there have been no events since
December 31, 1999 that  management  believes  would cause this status to change.
The Company also fully  anticipates that its Bank of Houston  subsidiary will be
categorized as well-capitalized.

     The actual capital amounts and ratios and the minimum and  well-capitalized
required  capital  amounts  for the Company  and the Bank are  presented  in the
following tables:
<TABLE>
<CAPTION>

(dollars in thousands)
---------------------------------------------------------------------------------------------------------------------
                                                                         Actual                             Well-
December 31, 1999                                                  Amount       Ratio      Minimum(a)   Capitalized(b)
---------------------------------------------------------------------------------------------------------------------
Total Capital (to Risk Weighted Assets):
<S>                                                               <C>           <C>         <C>            <C>
      Company                                                     $ 571,672     13.83%      $ 330,770          (c)
      Bank                                                          490,773     11.88%        330,408      $ 413,011
---------------------------------------------------------------------------------------------------------------------
Tier 1 Capital (to Risk Weighted Assets):
      Company                                                     $ 527,206     12.75%      $ 165,385         (c)
      Bank                                                          446,307     10.81%        165,204      $ 247,806
---------------------------------------------------------------------------------------------------------------------
Leverage (Tier 1 Capital to Average Assets):
      Company                                                     $ 527,206      9.99%      $ 211,083         (c)
      Bank                                                          446,307      8.46%        210,914      $ 263,643
---------------------------------------------------------------------------------------------------------------------
December 31, 1998
---------------------------------------------------------------------------------------------------------------------
Total Capital (to Risk Weighted Assets):
      Company                                                     $ 564,310     14.87%      $ 303,543          (c)
      Bank                                                          505,988     13.35%        303,292      $ 379,115
---------------------------------------------------------------------------------------------------------------------
Tier 1 Capital (to Risk Weighted Assets):
      Company                                                     $ 524,028     13.81%      $ 151,772         (c)
      Bank                                                          465,707     12.28%        151,646      $ 227,469
---------------------------------------------------------------------------------------------------------------------
Leverage (Tier 1 Capital to Average Assets):
      Company                                                     $ 524,028     10.39%      $ 201,691         (c)
      Bank                                                          465,707      9.24%        201,583      $ 251,979
---------------------------------------------------------------------------------------------------------------------
<FN>
(a) Minimum capital required for capital adequacy purposes.
(b) Capital required for well-capitalized status.
(c) Not applicable.
</FN>
</TABLE>

Other Regulatory Matters

     Dividends  received  from the Bank  represent  the primary  source of funds
available  to the Company for the  declaration  and payment of  dividends to the
Company's  shareholders.  There are various regulatory and statutory  provisions
that limit the amount of dividends  that the Bank may distribute to the Company.
In  December  1999,  the  Bank  received   approval  to  exceed  this  limit  by
approximately  $3  million  in  connection  with the  declaration  of a  special
dividend  to the  Company  to  provide  funds for the  pending  Bank of  Houston
purchase.  During  2000,  the

                              Page 44 of 63 Pages
<PAGE>
Bank will have available an amount equal to substantially all of its current net
income less the 1999 excess to declare as dividends to the Company without prior
regulatory  approval.  The Bank of Houston  subsidiary  is not  expected to be a
significant source of dividends to the Company in 2000.

     Under  current  Federal  Reserve  regulations,  the Bank is  limited in the
amounts  it may lend to the  Company  to a  maximum  of 10% of its  capital  and
surplus,  as defined in the regulations.  Any such loans must be  collateralized
from  100% to  130%  of the  loan  amount,  depending  upon  the  nature  of the
underlying collateral.

     Banks are required to maintain currency and coin or a  non-interest-bearing
balance with the Federal  Reserve Bank to meet reserve  requirements  based on a
percentage of deposits. Average balances maintained by the Bank with the Federal
Reserve  Bank for such  purposes  were $18  million  during 1999 and $11 million
during 1998.

NOTE 14

OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS

     To meet the financing  needs of its  customers,  the Bank issues  financial
instruments which represent  conditional  obligations that are not recognized on
the consolidated balance sheets. These financial instruments include commitments
to extend  credit  under loan  facilities  and  letters  of credit  and  similar
financial  guarantees.  Such  instruments  expose the Bank to varying degrees of
credit and interest rate risk in much the same way as funded loans.

     Commitments under loan facilities, including credit card and related lines,
obligate the Bank to make loans to customers as long as there is no violation of
the conditions  established in the underlying  contracts.  Commitments generally
have fixed expiration dates or other termination clauses and may require payment
of a fee.  Letters of credit and similar  financial  guarantees  are  agreements
which obligate the Bank to fulfill a customer's financial commitments to a third
party if the customer is unable to perform.  The Bank issues  these  conditional
agreements primarily to support commercial trade.

     The Bank's  exposure to credit losses from these  financial  instruments is
represented by their contractual amounts. Because loan commitments and financial
guarantees may, and many times do, expire without being drawn upon, however, the
contractual  amounts do not represent  actual future funding  requirements.  The
Bank  follows  its  standard  credit  policies in making  loan  commitments  and
financial guarantees.  The amount of collateral,  if any, that the Bank requires
to support a loan commitment is based on the credit  evaluation of the borrower.
The collateral required may include accounts  receivable,  inventory,  property,
plant and equipment,  and income-producing  commercial property.  The Bank holds
marketable  securities as  collateral  to support  letters of credit and similar
financial guarantees when it is deemed necessary.

     The Company has had no investments  in financial  instruments or agreements
whose value is linked to or derived from changes in the value of some underlying
asset  or  index.  Such  instruments  or  agreements  include  futures,  forward
contracts,  option contracts,  interest-rate swap agreements and other financial
arrangements  with  similar  characteristics  and are  commonly  referred  to as
derivatives.

     A summary of off-balance-sheet financial instruments follows:

                                   December 31
--------------------------------------------------------------------------------
(dollars in thousands)                                       1999           1998
--------------------------------------------------------------------------------
Commitments to extend credit                          $ 1,247,833    $ 1,122,761
Letters of credit and similar financial guarantees    $    88,080    $   102,416
Credit card and related lines                         $   203,764    $   147,843
--------------------------------------------------------------------------------


NOTE 15

ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

     SFAS No.  107,  "Disclosures  about Fair Value of  Financial  Instruments,"
requires the  disclosure of estimated fair value  information  about certain on-
and off-balance-sheet  financial instruments where it is practicable to estimate
those values. If quoted market prices are not available,  which is true for many
of the Company's financial  instruments,  the Company estimates fair value using
present value or other valuation  techniques.  The assumptions

                              Page 45 of 63 Pages
<PAGE>
used in applying these techniques, such as those concerning appropriate discount
rates and  estimates  of future cash flows,  require  considerable  judgment and
significantly affect the resulting fair value estimates.  In addition,  no value
estimate is assigned to future business  opportunities  from long-term  customer
relationships underlying certain financial instruments. Accordingly, the derived
fair value  estimates may not indicate the amount the Company could realize in a
current  settlement of the financial  instruments.  Reasonable  comparability of
fair value estimates between  financial  institutions may not be possible due to
the wide  range of  permitted  valuation  techniques  and  numerous  assumptions
involved.  The  aggregate  fair  value  amounts  presented  do not,  and are not
intended to, represent an aggregate  measure of the underlying fair value of the
Company.

     The following  significant methods and assumptions were used by the Company
to  estimate  the  fair  value of  financial  instrument:

     Cash  and short-term  investments - The carrying  amount  is   a reasonable
estimate of the fair value of cash and due from financial institutions,  federal
funds sold and short-term investments.

     Investment in  securities - Fair values of  securities  are based on quoted
market prices obtained from  independent  pricing  services.

     Loans - Loans with no significant change in credit risk and with rates that
are  repriced  in  coordination  with movements  in  market  rates are valued at
carrying amounts.  The fair values of  other  loans are estimated by discounting
scheduled cash flows to maturity using current rates at which loans with similar
terms  would  be  made to  borrowers  of  similar  credit  quality.  Appropriate
adjustments are made to reflect probable credit losses.

     Deposits - SFAS No. 107 requires that deposits  without stated  maturities,
such  as  non-interest-bearing  demand  deposits,  NOW  deposits,  money  market
deposits  and savings  deposits,  be assigned  fair values  equal to the amounts
payable upon demand  (carrying  amounts).  Deposits with stated  maturities were
valued by discounting contractual cash flows using a discount rate approximating
current market rates for deposits of similar remaining maturities.

     Short-term  borrowings - Short-term  borrowings  are valued fairly at their
carrying amounts.

     Off-balance-sheet   financial  instruments  -  Off-balance-sheet  financial
instruments include commitments to extend credit,  letters of credit and similar
financial  guarantees.  The fair values of such instruments were estimated using
fees  currently  charged for similar  arrangements  in the market,  adjusted for
changes in terms and credit risk as  appropriate.  The estimated  fair values of
these instruments are not material.

     The estimated fair values of the Company's financial instruments follow:
<TABLE>
<CAPTION>

                                                         December 31, 1999              December 31, 1998
----------------------------------------------------------------------------------------------------------------
                                                      Carrying          Fair         Carrying         Fair
(dollars in thousands)                                 Amount          Value          Amount         Value
----------------------------------------------------------------------------------------------------------------
ASSETS:
<S>                                                    <C>            <C>            <C>            <C>
Cash and short-term investments                        $   249,381    $   249,381    $   366,473    $   366,473
Investment in securities                               $ 1,291,863    $ 1,267,272    $ 1,340,078    $ 1,358,474
Loans, net                                             $ 3,628,581    $ 3,608,730    $ 3,230,299    $ 3,230,099
LIABILITIES:
Deposits                                               $ 4,309,398    $ 4,305,594    $ 4,256,662    $ 4,256,087
Short-term borrowings                                  $   541,357    $   541,357    $   355,322    $   355,322
----------------------------------------------------------------------------------------------------------------
</TABLE>


NOTE 16
CONTINGENCIES

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

                              Page 46 of 63 Pages
<PAGE>
NOTE 17

STOCK REPURCHASE PROGRAM

     In 1999 the Board of Directors  authorized  the Company to repurchase up to
one million  shares,  or  approximately  4.3%, of its common stock.  The Company
purchased one million shares at a weighted-average price of $38.74 per share, or
a total of approximately $39 million.  There are no specific plans for using the
repurchased  shares,  except for  reissuances in connection  with employee stock
option exercises or other employee stock plans.

NOTE 18

OTHER NON-INTEREST INCOME

     The components of other non-interest income were as follows:

                                                    Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                           1999          1998         1997
--------------------------------------------------------------------------------
ATM fees                                       $3,735       $ 3,446      $ 3,021
Secondary market mortgage income                3,149         2,230        1,120
International services income                   2,009         1,895        1,821
Investment services income                      1,548         1,466        1,035
Other fees and charges                          1,952         1,755        1,955
Other operating income                          1,366           657        1,594
Net gains on sales and other dispositions of
 foreclosed assets                              1,182         5,897        6,641
Gains on sales of surplus property              2,346           610          251
--------------------------------------------------------------------------------
     Total other non-interest income         $ 17,287      $ 17,956     $ 17,438
--------------------------------------------------------------------------------


NOTE 19

OTHER NON-INTEREST EXPENSE

     The components of other non-interest expense were as follows:

                                                    Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                           1999          1998         1997
--------------------------------------------------------------------------------
Other outside services                        $ 4,295       $ 3,964      $ 3,905
Amortization of intangible assets               3,781         2,777        2,418
Advertising                                     2,194         3,074        3,538
Security services                               1,553         1,511        2,126
Deposit insurance and regulatory fees           1,316         1,182        1,390
Miscellaneous operating losses                  1,272         2,855        3,330
Training expense                                  764         2,148          787
Other operating expense                        10,580        11,605       10,345
--------------------------------------------------------------------------------
    Total other non-interest expense         $ 25,755      $ 29,116     $ 27,839
--------------------------------------------------------------------------------

                              Page 47 of 63 Pages

<PAGE>

NOTE 20

INCOME TAXES
     The components of income tax expense (benefit) follow:
<TABLE>
<CAPTION>

                                                                                    Years Ended December 31
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                1999        1998        1997
-------------------------------------------------------------------------------------------------------------------
Included in net income
  Current
<S>                                                                                <C>         <C>         <C>
    Federal                                                                        $31,142     $25,422     $28,405
    State                                                                              707         222         236
-------------------------------------------------------------------------------------------------------------------
      Total current                                                                 31,849      25,644      28,641
-------------------------------------------------------------------------------------------------------------------
  Deferred
    Federal                                                                         (1,975)       (221)        213
    State                                                                              (46)       (265)          8
-------------------------------------------------------------------------------------------------------------------
      Total deferred                                                                (2,021)       (486)        221
-------------------------------------------------------------------------------------------------------------------
    Total                                                                          $29,828     $25,158     $28,862
-------------------------------------------------------------------------------------------------------------------
Included in shareholders' equity
  Deferred tax expense (benefit) related to the change in the net
     unrealized gain (loss) on securities                                        $  (1,731)     $ (378)      $ 416
  Current tax benefit related to nonqualified stock options and restricted
     stock                                                                            (383)     (1,342)       (661)
-------------------------------------------------------------------------------------------------------------------
    Total                                                                        $  (2,114)   $ (1,720)     $ (245)
-------------------------------------------------------------------------------------------------------------------
</TABLE>

     Income tax expense was different from the amounts  computed by applying the
statutory federal income tax rates to pretax income as follows:
<TABLE>
<CAPTION>

                                                                 Years Ended December 31
--------------------------------------------------------------------------------------------------
(in percentages)                                            1999           1998           1997
--------------------------------------------------------------------------------------------------
<S>                                                        <C>            <C>            <C>
Federal income tax expense                                 35.00 %        35.00 %        35.00 %
Increase (decrease) resulting from
    Tax exempt income                                      (3.98)         (3.92)         (3.67)
    Non-deductible merger-related expenses                     -            .72            .37
    Tentative settlement of contingent liability               -              -           1.19
    State income tax and miscellaneous items                1.31            .52            .66
--------------------------------------------------------------------------------------------------
Effective tax rate                                         32.33 %        32.32 %        33.55 %
--------------------------------------------------------------------------------------------------
</TABLE>

                              Page 48 of 63 Pages

<PAGE>



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


                                                                December 31
--------------------------------------------------------------------------------
(dollars in thousands)                                       1999           1998
--------------------------------------------------------------------------------
Deferred tax assets:
  Reserves for losses on loans and foreclosed assets      $14,961        $12,677
  Employee benefit plan liabilities                         5,249          5,955
  Net unrealized loss on securities                         1,867            136
  Unrecognized interest income                              1,357          1,193
  Other                                                     1,601          2,185
--------------------------------------------------------------------------------
Total deferred tax assets                                  25,035         22,146
--------------------------------------------------------------------------------
Deferred tax liabilities:
  Accumulated depreciation and amortization                 4,278          4,579
  Other                                                     1,534          2,096
--------------------------------------------------------------------------------
Total deferred tax liabilities                              5,812          6,675
--------------------------------------------------------------------------------
  Net deferred tax asset                                  $19,223        $15,471
--------------------------------------------------------------------------------

NOTE 21

PARENT COMPANY FINANCIAL STATEMENTS

     The following financial statements are for the parent company only. For the
statement of cash flows, cash and cash equivalents include  non-interest-bearing
and interest-bearing deposits in banking subsidiaries.

BALANCE SHEETS                                                   December 31
--------------------------------------------------------------------------------
(dollars in thousands)                                       1999           1998
--------------------------------------------------------------------------------
ASSETS
  Investment in and advances to banking subsidiaries     $476,204       $502,641
  Other investments in subsidiaries                         1,782          1,035
  Interest-bearing deposits in banking subsidiaries        78,900         56,622
  Dividends receivable                                      7,450          7,384
  Other assets                                              2,993          2,591
--------------------------------------------------------------------------------
    Total assets                                         $567,329       $570,273
--------------------------------------------------------------------------------
LIABILITIES
  Dividends payable                                       $ 7,450        $ 7,015
  Other liabilities                                         2,776          2,297
--------------------------------------------------------------------------------
    Total liabilities                                      10,226          9,312
SHAREHOLDERS' EQUITY                                      557,103        560,961
--------------------------------------------------------------------------------
    Total liabilities and shareholders' equity           $567,329       $570,273
--------------------------------------------------------------------------------


                              Page 49 of 63 Pages

<PAGE>
<TABLE>
<CAPTION>

STATEMENTS OF OPERATIONS                                                              Years Ended December 31
----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                            1999         1998        1997
----------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>          <C>         <C>
Dividend income from banking subsidiaries                                      $88,276      $71,474     $28,089
Equity in undistributed earnings of subsidiaries
  Banks                                                                        (26,909)     (18,557)     29,888
  Nonbanks                                                                          12            4          11
Other income (expense), net                                                      1,041         (242)       (810)
----------------------------------------------------------------------------------------------------------------
NET INCOME                                                                     $62,420      $52,679     $57,178
----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>

STATEMENTS OF  CASH FLOWS                                                             Years Ended December 31
----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                            1999         1998        1997
----------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                                            <C>          <C>         <C>
Net income                                                                     $62,420      $52,679     $57,178
Adjustments to reconcile net income to net cash provided by operating
  activities:
    Equity in undistributed earnings of subsidiaries                            26,897       18,553     (29,899)
    Increase in dividends receivable                                               (66)      (1,195)     (1,331)
    Other, net                                                                      80          468         117
----------------------------------------------------------------------------------------------------------------
  NET CASH PROVIDED BY OPERATING ACTIVITIES                                     89,331       70,505      26,065
----------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES

  Investment in and advances to subsidiaries                                      (735)           -      (7,742)
  Other, net                                                                         -            -         109
----------------------------------------------------------------------------------------------------------------
  NET CASH USED IN INVESTING ACTIVITIES                                           (735)           -      (7,633)
----------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Cash dividends                                                               (29,841)     (26,443)    (23,425)
  Proceeds from issuance of stock                                                3,354        8,201       6,044
  Purchases of treasury stock                                                  (39,948)      (1,300)       (513)
----------------------------------------------------------------------------------------------------------------
  NET CASH USED IN FINANCING ACTIVITIES                                        (66,435)     (19,542)    (17,894)
----------------------------------------------------------------------------------------------------------------
  INCREASE IN CASH AND CASH EQUIVALENTS                                         22,161       50,963         538
  CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                56,827        5,864       5,326
----------------------------------------------------------------------------------------------------------------
  CASH AND CASH EQUIVALENTS AT END OF YEAR                                     $78,988      $56,827     $ 5,864
----------------------------------------------------------------------------------------------------------------
</TABLE>

                              Page 50 of 63 Pages

<PAGE>
NOTE 22

EARNINGS PER SHARE

     The components used to calculate  basic and diluted  earnings per share are
as follows:
<TABLE>
<CAPTION>

                                                                   Years Ended December 31
-------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                 1999           1998           1997
-------------------------------------------------------------------------------------------------
Numerator:
<S>                                                        <C>            <C>            <C>
    Net income                                             $62,420        $52,679        $57,178
    Effect of dilutive securities                                -              -              -
-------------------------------------------------------------------------------------------------
    Numerator for diluted earnings per share               $62,420        $52,679        $57,178
-------------------------------------------------------------------------------------------------
Denominator:
    Weighted-average shares outstanding                 23,013,671     23,283,458     23,025,173
    Effect of dilutive stock options                        77,434        216,185        211,001
-------------------------------------------------------------------------------------------------
    Denominator for diluted earnings per share          23,091,105     23,499,643     23,236,174
-------------------------------------------------------------------------------------------------
Earnings per share:
    Basic                                                    $2.71          $2.26          $2.48
    Diluted                                                  $2.70          $2.24          $2.46
-------------------------------------------------------------------------------------------------
Antidilutive stock options                                 458,421        123,125         42,125
-------------------------------------------------------------------------------------------------
</TABLE>

                              Page 51 of 63 Pages


<PAGE>
          MANAGEMENT'S REPORT ON RESPONSIBILITY FOR FINANCIAL REPORTING

     The  management  of Whitney  Holding  Corporation  is  responsible  for the
preparation  of the  financial  statements,  related  financial  data and  other
information  in this annual  report.  The financial  statements  are prepared in
accordance  with generally  accepted  accounting  principles and include amounts
based on  management's  estimates and judgements  where  appropriate.  Financial
information  appearing  throughout this annual report is consistent with that in
the financial statements.

     The Company's  financial  statements  have been audited by Arthur  Andersen
LLP,  independent  public  accountants.  Management has made available to Arthur
Andersen LLP all of the Company's financial records and related data, as well as
the minutes of shareholders' and directors'  meetings.  Furthermore,  management
believes  that all  representations  made to  Arthur  Andersen  LLP  during  the
Company's audit were valid and appropriate.

     Management  of the  Company  has  established  and  maintains  a system  of
internal  control that  provides  reasonable  assurance as to the  integrity and
reliability  of  the  financial  statements,   the  protection  of  assets  from
unauthorized use or disposition,  and the prevention and detection of fraudulent
financial  reporting.  The system of internal  control  provides for appropriate
division of  responsibility,  is documented by written  policies and  procedures
that are  communicated  to employees  with  significant  roles in the  financial
reporting process, and is updated as necessary.  Management continually monitors
the  system  of  internal  control  for  compliance.  The  Company  maintains  a
professional   staff  of  internal   auditors  who   independently   assess  the
effectiveness of internal controls and recommend  possible system  improvements.
As part of their  audit  of the  Company's  1999  financial  statements,  Arthur
Andersen LLP considered the Company's  system of internal  control to the extent
they deemed necessary to determine the nature,  timing and extent of their audit
tests.  Management has considered the  recommendations  of the internal auditors
and Arthur Andersen LLP concerning the Company's  system of internal control and
has taken actions that it believes are  cost-effective  in the  circumstances to
respond appropriately to these recommendations.  Management believes that, as of
December  31,  1999,  the  Company's  system of internal  control is adequate to
accomplish the objectives discussed above.

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

     We  have  audited  the  consolidated  balance  sheets  of  Whitney  Holding
Corporation (a Louisiana  corporation)  and subsidiaries as of December 31, 1999
and 1998 and the  related  consolidated  statements  of  operations,  changes in
shareholders'  equity and cash  flows for each of the three  years in the period
ended December 31, 1999. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

     We conducted  our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the financial position of Whitney Holding Corporation
and subsidiaries as of December 31, 1999 and 1998, and the consolidated  results
of their  operations  and cash  flows for each of the three  years in the period
ended  December 31, 1999,  in  conformity  with  generally  accepted  accounting
principles.

                                           /s/ ARTHUR ANDERSEN LLP
New Orleans, Louisiana
January 12, 2000




                               Page 52 of 63 Pages
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF QUARTERLY FINANCIAL INFORMATION
------------------------------------------------------------------------------------------------------------------------
                                                                                         1999 Quarters (a)
------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                                4th          3rd           2nd         1st
------------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>          <C>           <C>         <C>
Net interest income                                                      $58,549      $56,952       $55,492     $54,755
Net interest income (TE)                                                  60,048       58,418        56,899      56,120
Provision for possible loan losses                                         1,750        2,000         1,250       1,000
Non-interest income (exclusive of securities transactions)                18,136       17,271        16,030      15,226
Securities transactions                                                        -            -             -           -
Non-interest expense                                                      50,277       48,078        47,962      47,846
Income tax expense                                                         7,969        7,810         7,210       6,839
------------------------------------------------------------------------------------------------------------------------
Net income                                                               $16,689      $16,335       $15,100     $14,296
------------------------------------------------------------------------------------------------------------------------
Average balances
    Total assets                                                      $5,310,400   $5,232,588    $5,236,898  $5,192,831
    Earning assets                                                     4,869,097    4,793,980     4,782,107   4,728,438
    Loans                                                              3,560,119    3,419,433     3,287,766   3,239,464
    Deposits                                                           4,213,370    4,196,385     4,233,337   4,183,433
    Shareholders' equity                                                 554,529      554,920       564,147     567,651
------------------------------------------------------------------------------------------------------------------------
Ratios
    Return on average assets                                               1.25%        1.24%         1.16%       1.12%
    Return on average shareholders' equity                                11.94%       11.68%        10.74%      10.21%
    Net interest margin                                                    4.91%        4.85%         4.77%       4.79%
------------------------------------------------------------------------------------------------------------------------
Earnings per share
  Basic                                                                     $.74         $.72          $.65        $.61
  Diluted                                                                   $.74         $.71          $.65        $.61
Dividends per share                                                         $.33         $.33          $.33        $.33
Trading data (b)
  High stock price                                                        $39.25       $39.75        $41.75      $38.25
  Low stock price                                                         $33.50       $33.25        $35.63      $32.19
  Closing stock price                                                     $37.06       $34.38        $39.75      $36.91
  Trading volume                                                       2,068,524    1,866,193     2,625,862   2,809,867
------------------------------------------------------------------------------------------------------------------------
                                                                                         1998 Quarters (a)
------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                                4th          3rd           2nd         1st
------------------------------------------------------------------------------------------------------------------------
Net interest income                                                      $55,005      $52,938       $52,697     $52,492
Net interest income (TE)                                                  56,245       54,118        53,825      53,670
Provision for possible loan losses                                             -            -             -          73
Non-interest income (exclusive of securities transactions)                14,840       13,408        17,161      13,029
Securities transactions                                                       (2)         833             -           8
Non-interest expense                                                      53,438       51,308        47,487      42,266
Income tax expense                                                         4,962        5,216         7,464       7,516
------------------------------------------------------------------------------------------------------------------------
Net income                                                               $11,443      $10,655       $14,907     $15,674
------------------------------------------------------------------------------------------------------------------------
Average balances
    Total assets                                                      $5,079,486   $4,812,321    $4,789,152  $4,744,201
    Earning assets                                                     4,622,708    4,392,199     4,374,009   4,326,763
    Loans                                                              3,197,192    3,023,046     2,862,037   2,803,496
    Deposits                                                           4,093,579    3,885,729     3,878,803   3,860,698
    Shareholders' equity                                                 560,425      555,462       546,233     532,725
------------------------------------------------------------------------------------------------------------------------
Ratios
    Return on average assets                                                .89%         .88%         1.25%       1.34%
    Return on average shareholders' equity                                 8.10%        7.61%        10.95%      11.93%
    Net interest margin                                                    4.83%        4.90%         4.93%       5.00%
------------------------------------------------------------------------------------------------------------------------
Earnings per share
  Basic                                                                     $.49         $.46          $.64        $.67
  Diluted                                                                   $.49         $.45          $.63        $.67
Dividends per share                                                         $.30         $.30          $.30        $.30
Trading data (b)
  High stock price                                                        $41.88       $51.25        $62.38      $63.38
  Low stock price                                                         $35.75       $36.63        $50.00      $51.13
  Closing stock price                                                     $37.50       $41.75        $50.75      $60.00
  Trading volume                                                       1,922,621    2,093,098     1,410,536   1,147,945
------------------------------------------------------------------------------------------------------------------------
<FN>
(a) Unaudited.
(b) Common stock is traded in the over-the-counter market on The Nasdaq Stock Market.  All closing prices represent
    closing sales prices as reported on The Nasdaq Stock Market.
</FN>
</TABLE>
                               Page 53 of 63 Pages
<PAGE>
Item 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

     None.
                                    PART III

Item 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     The names,  ages and  positions of the  Company's  directors  and executive
officers are listed below with their  business  experience  during the past five
years.
<TABLE>
<CAPTION>

                                                                        Director           Term
Name and Age                        Principal Occupation                  Since           Expires
--------------------------------------------------------------------------------------------------
<S>                                 <C>                                    <C>            <C>
Robert C. Baird, Jr., 49            Executive Vice President of            N/A             N/A
                                    the Company and the Bank since
                                    1995

Guy C. Billups, Jr., 71             Former Chairman of the Board          1997            2002
                                    of Merchants Bancshares, Inc. and
                                    Merchants Bank & Trust Company;
                                    Director, Billups Plantation, Inc.
                                    (farming)

Harry J. Blumenthal, Jr., 54        President, Blumenthal                 1993            2004
                                    Print Works, Inc.
                                    (textiles manufacturing)

Joel B. Bullard, Jr., 49            President, Joe Bullard                1994            2004
                                    Automotive Companies

James M. Cain, 66                   Former Vice Chairman, Entergy         1987            2002
                                    Corp. (utility holding company);
                                    former Chairman of the Board,
                                    Chief Executive Officer and
                                    President, Louisiana Power and
                                    Light Company (electric utility);
                                    former Director, Chief Executive
                                    Officer and President, New
                                    Orleans Public Service, Inc.
                                    (retired 1993)


Thomas L. Callicutt, Jr., 52        Executive Vice President and Chief    N/A             N/A
                                    Financial Officer of the Company and
                                    the Bank since 1999; Senior Vice
                                    President and Comptroller of the Bank
                                    from 1998 to 1999; former Executive
                                    Vice President, Controller and Principal
                                    Accounting Officer, First Commerce
                                    Corporation, a $9 billion asset bank
                                    holding company, from 1996 to 1998,
                                    and Senior Vice President, Controller
                                    and Principal Accounting Officer from
                                    1987 to 1996

                              Page 54 of 63 Pages
<PAGE>

Rodney D. Chard, 57                 Executive Vice President              N/A            N/A
                                    of the Company and the Bank
                                    since 1996; Former Consultant
                                    with EDS Management Consulting
                                    Services from 1992 to 1995

Angus R. Cooper II, 56              Chairman and Chief Executive         1994           2004
                                    Officer, Cooper/T. Smith Corp.
                                    (shipping service company)

Robert H. Crosby, Jr., 79           Chairman of the Board and            1972           2002
                                    Chief Executive Officer,
                                    Crosby Land & Resources
                                    (timberland holdings, oil
                                    and gas production)

Richard B. Crowell, 60              Attorney, Crowell & Owens            1983           2002

Camille A. Cutrone, 70              Partner, Cutrone,                    1996           2000
                                    Verlander & Meyer, Attorneys
                                    at Law

G. Blair Ferguson, 56               Executive Vice President             N/A             N/A
                                    of the Company and the Bank
                                    since 1993

William A. Hines, 63                Chairman of the Board,              1986            2001
                                    Nassau Holding Corporation
                                    (holding company of entities
                                    in oil field service industry);
                                    Director, Unifab International, Inc.

John C. Hope, III, 50               Executive Vice President            N/A              N/A
                                    of the Company and the Bank
                                    since 1994

Robert E. Howson, 68                Former Chairman of the Board       1989             2000
                                    and Chief Executive Officer of
                                    McDermott International, Inc.
                                    and of McDermott Incorporated
                                    (marine construction services
                                    and power generation systems)

John J. Kelly, 65                   Former President, Textron          1986             2000
                                    Marine and Land Systems
                                    (designs and builds advanced
                                    technology vehicles and
                                    ships); Chairman, New Orleans
                                    Technology Council

                              Page 55 of 63 Pages
<PAGE>
E. James Kock, Jr., 71              Former President: Bowie            1965            2003
                                    Lumber Associates, Downmans
                                    Associates, Jeanerette Lumber &
                                    Shingle Co., Ltd. and White
                                    Castle Lumber & Shingle Co., Ltd.
                                    (land and timber holdings, and
                                    investments), retired 1993

Kenneth A. Lawder, Jr., 58          Executive Vice President            N/A              N/A
                                    of the Company and the Bank
                                    since 1991

Alfred S. Lippman, 61               Partner, Lippman, Mahfouz          1996             2001
                                    & Martin, Attorneys at Law

William L. Marks, 56                Chairman of the Board and          1990             2000
                                    Chief Executive Officer of
                                    the Company and the Bank
                                    since 1990

Joseph W. May, 54                   Executive Vice President             N/A             N/A
                                    of the Company and the Bank
                                    since 1993

R. King Milling, 59                 President of the Company           1979             2003
                                    and the Bank since 1984

John G. Phillips, 77                Former Chairman of the Board       1972             2003
                                    and Chief Executive Officer, The
                                    Louisiana Land and Exploration
                                    Company (oil and gas exploration
                                    and production), retired 1985

John K. Roberts, Jr., 63            Chairman of the Board,             1985             2002
                                    Pan-American Life Insurance
                                    Company (markets and services
                                    life, health and retirement insurance);
                                    Director, Pan-American Financial
                                    Services, Inc.

Carroll W. Suggs, 61                Chairman, Chief Executive          1996             2001
                                    Officer and President,
                                    Petroleum Helicopters, Inc.

Warren K. Watters, 72               President, Reilly-Benton           1986             2000
                                    Company, Inc. (fabrication
                                    and wholesale distribution of
                                    marine and commercial
                                    construction materials)
</TABLE>

     In further response to this Item 10,  registrant  incorporates by reference
the section entitled  "Compliance with Section 16(a) of the Exchange Act" of its
Proxy statement dated March 9, 2000.

                              Page 56 of 63 Pages
<PAGE>
Item 11: EXECUTIVE COMPENSATION

     In response to this item, registrant incorporates by reference the sections
entitled  "Executive  Compensation  Report," "Stock Performance Graph," "Summary
Compensation Table," "Option Grants Table," "Option Exercises and Year End Value
Table,"  and  "Retirement  Plans,  Change in  Control  Agreements"  of its Proxy
Statement dated March 9, 2000.

Item 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     In response to this item, registrant incorporates by reference the sections
entitled  "Voting  Securities  and Principal  Holders  Thereof" and "Election of
Directors" of its Proxy Statement dated March 9, 2000.

Item 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     In response to this item, registrant  incorporates by reference the section
entitled "Certain Transactions" of its Proxy Statement dated March 9, 2000.

                                                       PART IV

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

     (a) (1)   The   following      consolidated    financial   statements   and
         supplementary  data  of  the  Company and its subsidiaries are included
         in Part II Item 8:

                                                                     Page Number
                                                                     -----------
         Consolidated Balance Sheets --
            December 31, 1999 and 1998                                        25

         Consolidated Statements of Operations --
            Years Ended December 31, 1999, 1998 and 1997                      26

         Consolidated Statements of Changes in Shareholders' Equity --
            Years Ended December 31, 1999, 1998 and 1997                      27

         Consolidated Statements of Cash Flows --
            Years Ended December 31, 1999, 1998 and 1997                      28

         Notes to Consolidated Financial Statements                           29

         Report of Independent Public Accountants                             52

         Summary of Quarterly Financial Information                           53

     (a) (2) All  schedules  have  been  omitted  because  they  are  either not
         applicable  or  the   required  information  has  been  included in the
         consolidated  financial  statements  or  notes   to   the  consolidated
         financial statements.

                              Page 57 of 63 Pages
<PAGE>
     (a)(3) Exhibits:

         Exhibit 3.1 - Copy of  Composite  Charter  (filed as Exhibit 3.1 to the
         Company's Quarterly Report on Form 10-Q for the quarter ended March 31,
         1993 (Commission file number 0-1026) and incorporated by reference).

         Exhibit  3.2 - Copy of Bylaws,  as amended  July 1998 (filed as Exhibit
         3.3 to the  Company's  Quarterly  Report on Form  10-Q for the  quarter
         ended   September  30,  1998   (Commission   file  number  0-1026)  and
         incorporated by reference).

         Exhibit  10.1  -  Stock  Option   Agreement   between  Whitney  Holding
         Corporation  and  William  L.  Marks  (filed  as  Exhibit  10.2  to the
         Company's  Annual  Report on Form 10-K for the year ended  December 31,
         1990 (Commission file number 0-1026) and incorporated by reference).

         Exhibit 10.2 - Executive agreement between Whitney Holding Corporation,
         Whitney  National  Bank and William L. Marks  (filed as Exhibit 10.3 to
         the Company's  Quarterly Report on Form 10-Q for the quarter ended June
         30,  1993   (Commission   file  number  0-1026)  and   incorporated  by
         reference).

         Exhibit 10.3 - Executive agreement between Whitney Holding Corporation,
         Whitney National Bank and R. King Milling (filed as Exhibit 10.4 to the
         Company's  Quarterly Report on Form 10-Q for the quarter ended June 30,
         1993 (Commission file number 0-1026) and incorporated by reference).

         Exhibit 10.4 - Executive agreement between Whitney Holding Corporation,
         Whitney National Bank and Kenneth A. Lawder, Jr. (filed as Exhibit 10.6
         to the  Company's  Quarterly  Report on Form 10-Q for the quarter ended
         June 30, 1993  (Commission  file number  0-1026)  and  incorporated  by
         reference).

         Exhibit 10.5 - Executive agreement between Whitney Holding Corporation,
         Whitney  National Bank and G. Blair Ferguson  (filed as Exhibit 10.7 to
         the  Company's  Quarterly  Report  on Form 10-Q for the  quarter  ended
         September 30, 1993  (Commission file number 0-1026) and incorporated by
         reference).

         Exhibit 10.6 - Executive agreement between Whitney Holding Corporation,
         Whitney  National  Bank and Joseph W. May (filed as Exhibit 10.7 to the
         Company's  Annual  Report on Form 10-K for the year ended  December 31,
         1993 (Commission file number 0-1026) and incorporated by reference).

         Exhibit 10.7 - Executive agreement between Whitney Holding Corporation,
         Whitney Bank of Alabama and John C. Hope, III (filed as Exhibit 10.8 to
         the Company's  Annual  Report on Form 10-K for the year ended  December
         31,  1994   (Commission   file  number  0-1026)  and   incorporated  by
         reference).

         Exhibit 10.8 - Executive agreement between Whitney Holding Corporation,
         Whitney  National Bank and Robert C. Baird,  Jr. (filed as Exhibit 10.9
         to the  Company's  Quarterly  Report on Form 10-Q for the quarter ended
         June 30, 1995  (Commission  file number  0-1026)  and  incorporated  by
         reference).

         Exhibit 10.9 - Long-term  incentive  program  (filed as Exhibit 10.7 to
         the Company's  Annual  Report on Form 10-K for the year ended  December
         31,  1991   (Commission   file  number  0-1026)  and   incorporated  by
         reference).

         Exhibit  10.9a - Long-term  incentive  plan (filed as a Proposal in the
         Company's Proxy Statement dated March 18, 1997  (Commission file number
         0-1026) and incorporated by reference).

         Exhibit 10.10 - Executive  compensation  plan (filed as Exhibit 10.8 to
         the Company's  Annual  Report on Form 10-K for the year ended  December
         31,  1991   (Commission   file  number  0-1026)  and   incorporated  by
         reference).

         Exhibit  10.11 - Form of restricted  stock  agreement  between  Whitney
         Holding  Corporation and certain of its officers (filed as Exhibit 19.1
         to the  Company's  Quarterly  Report on Form 10-Q for the quarter ended
         June 30, 1992  (Commission  file number  0-1026)  and  incorporated  by
         reference).

                              Page 58 of 63 Pages
<PAGE>
         Exhibit 10.12 - Form of stock option agreement  between Whitney Holding
         Corporation  and certain of its officers  (filed as Exhibit 19.2 to the
         Company's  Quarterly Report on Form 10-Q for the quarter ended June 30,
         1992 (Commission file number 0-1026) and incorporated by reference).

         Exhibit 10.13 - 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  10.13a - 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 10.14 - Retirement  Restoration Plan effective  January 1, 1995
         (filed as Exhibit 10.16 to the Company's Annual Report on Form 10-K for
         the year ended  December 31, 1995  (Commission  file number 0-1026) and
         incorporated by reference).

         Exhibit   10.15  -  Executive   agreement   between   Whitney   Holding
         Corporation,  Whitney  National  Bank and  Rodney  D.  Chard  (filed as
         Exhibit  10.17 to the Company's  Quarterly  Report on Form 10-Q for the
         quarter ended  September 30, 1996  (Commission  file number 0-1026) and
         incorporated by reference).

         Exhibit  10.16 - Form of  Amendment  to Section  2.1e of the  Executive
         agreements  (filed as  Exhibits  10.2  through  10.8  herein  (filed as
         Exhibit 10.18 to the Company's  Annual Report on Form 10-K for the year
         ended   December  31,  1996   (Commission   file  number   0-1026)  and
         incorporated by reference).

         Exhibit 10.17 - Executive  agreement  between Whitney  National Bank of
         Mississippi  and Guy C.  Billups,  Jr.  dated  April 18, 1997 (filed as
         Exhibit  10.19 to the Company's  Quarterly  Report on form 10-Q for the
         quarter  ended  June 30,  1997  (Commission  file  number  0-1026)  and
         incorporated by reference).

         Exhibit  10.18  - Form  of  Amendment  adding  subsection  2.1g  to the
         Executive  Agreements  set  forth as  Exhibits  10.2  through  10.8 and
         Exhibit 10.15 herein (filed as Exhibit 10.19 to the Company's Quarterly
         Report on Form 10-Q for the quarter  ended  March 31, 1998  (Commission
         file number 0-0126) and incorporated by reference).

         Exhibit   10.19  -  Executive   agreement   between   Whitney   Holding
         Corporation,  Whitney National Bank and Thomas L. Callicutt, Jr. (filed
         as Exhibit 10.20 to the Company's Quarterly Report on Form 10-Q for the
         quarter ended  September 30, 1999  (Commission  file number 0-1026) and
         incorporated by reference).

         Exhibit 21 - Subsidiaries

         Whitney Holding  Corporation  owns 100% of the capital stock of Whitney
         National  Bank,  successor  by merger in early  January 1998 to Whitney
         Bank of Alabama,  Whitney National Bank of Florida and Whitney National
         Bank of Mississippi. In February 2000, the Company acquired 100% of the
         capital stock of Bank of Houston. All other subsidiaries  considered in
         the aggregate would not constitute a significant subsidiary.

         Exhibit 23 - Consent of Arthur Andersen LLP dated March 27, 2000

         Exhibit 27 - Financial Data Schedule

     (b) Reports of Form 8-K

         None

                              Page 59 of 63 Pages
<PAGE>
     Pursuant to the  requirements  of the Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                            WHITNEY HOLDING CORPORATION
                                                     (Registrant)


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


                                          March 22, 2000
                                          --------------------------------------
                                                    Date

                              Page 60 of 63 Pages
<PAGE>

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
Registrant and in the capacities and on the dates indicated.

            Signature                                              Date


/s/ William L. Marks                                          March 22, 2000
--------------------------------- , Chairman of the Board,    ------------------
    William L. Marks                Chief Executive Officer
                                    and Director

/s/ R. King Milling                                           March 22, 2000
--------------------------------- , President and Director    ------------------
    R. King Milling


/s/ Thomas L. Callicutt, Jr.                                  March 22, 2000
----------------------------------, Executive Vice President  ------------------
    Thomas L. Callicutt, Jr.        and Chief Financial Officer
                                    (Principal Accounting Officer)




/s/ Guy C. Billips, Jr.           , Director                  March 22, 2000
---------------------------------                             ------------------
    Guy C. Billups, Jr.


/s/ Harry J. Blumenthal, Jr.      , Director                  March 22, 2000
---------------------------------                             ------------------
    Harry J. Blumenthal, Jr.


/s/ Joel B. Bullard, Jr.          , Director                  March 22, 2000
---------------------------------                             ------------------
    Joel B. Bullard, Jr.


/s/ James M. Cain                 , Director                  March 22, 2000
---------------------------------                             ------------------
    James M. Cain


/s/ Angus R. Cooper II            , Director                  March 22, 2000
---------------------------------                             ------------------
    Angus R. Cooper II


/s/ Robert H. Crosby, Jr.         , Director                  March 22, 2000
---------------------------------                             ------------------
    Robert H. Crosby, Jr.


/s/ Richard B. Crowell            , Director                  March 22, 2000
---------------------------------                             ------------------
    Richard B. Crowell


/s/ Camille A. Cutrone            , Director                  March 22, 2000
---------------------------------                             ------------------
    Camille A. Cutrone

                              Page 61 of 63 Pages
<PAGE>


/s/ William A. Hines              , Director                  March 22, 2000
---------------------------------                             ------------------
    William A. Hines


/s/ Robert E. Howson              , Director                  March 22, 2000
---------------------------------                             ------------------
    Robert E. Howson


/s/ John J. Kelly                 , Director                  March 22, 2000
---------------------------------                             ------------------
    John J. Kelly


/s/ E. James Kock, Jr.            , Director                  March 22, 2000
---------------------------------                             ------------------
    E. James Kock, Jr.


/s/ Alfred S. Lippman             , Director                  March 22, 2000
---------------------------------                             ------------------
    Alfred S. Lippman


/s/ John G. Phillips              , Director                  March 22, 2000
---------------------------------                             ------------------
    John G. Phillips


/s/ John K. Roberts, Jr.          , Director                  March 22, 2000
---------------------------------                             ------------------
    John K. Roberts, Jr.


/s/ Carroll W. Suggs              , Director                  March 22, 2000
---------------------------------                             ------------------
    Carroll W. Suggs


/s/ Warren K. Watters             , Director                  March 22, 2000
---------------------------------                             ------------------
    Warren K. Watters


                              Page 62 of 63 Pages
<PAGE>



Exhibit 23

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent  public  accountants,  we hereby consent to the  incorporation by
reference of our report  included  herein or  incorporated  by reference in this
Form 10-K,  into Whitney Holding  Corporation's  previously  filed  Registration
Statements on Forms S-3 (File Nos. 33-56024, 33-55307, and 33-56277) and on Form
S-8 (File No. 33-68506).

/s/ Arthur Andersen LLP

New Orleans, Louisiana
March 27, 2000


                              Page 63 of 63 Pages