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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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                                    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, 2002        Commission file number 0-1026

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

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

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

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

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

                           Common Stock, no par value
                                (Title of Class)

             Indicate  by check mark  whether the  registrant  (1) has filed all
    reports  required  to be filed  by  Section  13 or  15(d) of the  Securities
    Exchange  Act of 1934 during the  preceding  12 months (or for such  shorter
    period that the registrant  was required to file such reports),  and (2) has
    been subject to such filing requirements for the past 90 days. Yes X   No
                                                                      ---    ---

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

             Indicate  by  check  mark whether  the registrant is an accelerated
filer (as defined in Exchange Act Rule 12b-2.)  Yes   X           No
                                                    -----           ------

             As of February 28, 2003,  the aggregate  market value of the voting
    stock held by nonaffiliates was approximately $1,232,565,000.

             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 28, 2003
            -----                              --------------------------------
  Common Stock, no par value                              40,112,538

  Documents Incorporated by Reference         Part of 10-K in which incorporated
  -----------------------------------         ----------------------------------
  Proxy Statement dated March 14, 2003                     Part III


<PAGE>
                           WHITNEY HOLDING CORPORATION

TABLE OF CONTENTS

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


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PART II
     Item 5:      Market for the Registrant's Common Stock and
                    Related Stockholder Matters                                4
     Item 6:      Selected Financial Data                                      5
     Item 7:      Management's Discussion and Analysis of
                    Financial Condition and Results of Operations              6
     Item 7a:     Quantitative and Qualitative Disclosure about
                    Market Risk                                               27
     Item 8:      Financial Statements and Supplementary Data                 28
     Item 9:      Changes in and Disagreements with Accountants
                    on Accounting and Financial Disclosure                    61


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PART III
     Item 10:     Directors and Executive Officers of the Registrant          62
     Item 11:     Executive Compensation                                      65
     Item 12:     Security Ownership of Certain Beneficial Owners
                    and Management and Related Stockholder Matters            65
     Item 13:     Certain Relationships and Related Transactions              65
     Item 14:     Controls and Procedures                                     66

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

PART IV
     Item 15:     Exhibits, Financial Statement Schedules
                    and Reports on Form 8-K                                   66

     Signatures and Certifications                                            70


<PAGE>
                                     PART I

Item 1:  BUSINESS

ORGANIZATION AND RECENT DEVELOPMENTS

         Whitney  Holding  Corporation  (the  Company or Whitney) is a Louisiana
bank holding company registered pursuant to the Bank Holding Company Act of 1956
(BHCA).  The Company began  operations in 1962 as the parent of Whitney National
Bank,  which has been in  continuous  operation  in the greater New Orleans area
since 1883.  Beginning in 1995 the Company has at times operated as a multi-bank
holding  company,  having  established  new entities in connection with business
acquisitions.  The  Company  has  merged all  banking  operations  into  Whitney
National  Bank  and  intends  to  continue  merging  the  operations  of  future
acquisitions  at the earliest  possible  dates.  Throughout  this annual report,
references  to the  "Bank"  will  cover  Whitney  National  Bank and all  former
subsidiary banks. The Company made no acquisitions during 2002.

         The Company also owns Whitney Community Development Corporation,  which
is authorized to make equity and debt  investments in  corporations  or projects
whose  activities  promote  community  welfare.  Such  activities  could include
providing  housing,  services or jobs for  residents of areas with mainly low or
moderate  incomes and  supporting  small  businesses  that  service  such areas.
Whitney  Securities,  L.L.C., a broker-dealer  in securities,  is a wholly-owned
subsidiary of the Bank.

NATURE OF BUSINESS AND MARKETS

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

THE SUBSIDIARY BANK

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

COMPETITION

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

         Legislative  efforts to modernize the financial services  industry,  as
discussed in the following section on industry  regulation,  may lead to changes
in the organizational  structure of and scope of services provided by certain

                                       1

<PAGE>
of Whitney's  competitors.  As these  changes  occur,  management  will evaluate
whether they create competitive advantages and develop appropriate responses.

         The growth of electronic  communication  and commerce over the Internet
influences the Company's competitive  environment in several ways. Entities have
been formed which deliver  financial  services and access to financial  products
and transactions exclusively through the Internet.  Internet-based services have
been  and are  being  developed  that  are  designed  to  enhance  the  value of
traditional  financial  products.  The  Internet  will also  make it easier  for
consumers to obtain  comparative  information  on financial  products  and, over
time, could lead to changes in consumer preferences for financial products.

         Whitney  opened a  web-site  in 2000 to provide  information  about the
Company and to market the Bank's products and services. The Company has enhanced
the  capabilities  of the site in  following  years  by  adding  online  banking
services in each year since the  introduction  and plans to add new  features in
the future.  As  management  continues to monitor and  evaluate the  competitive
challenges posed by the growing use of the Internet,  it will develop  responses
appropriate in light of its overall market strategy.

         For over a decade,  there has been  consolidation  within the financial
services industry,  particularly with respect to the banking and thrift segments
of this  industry.  General  competitive  pressures  have driven the most recent
industry  consolidation  activity.  All  of  the  Bank's  major  direct  banking
competitors have been relatively active in expansion through acquisition.  Since
early 1994  Whitney  has  acquired  16  separate  banking  operations  involving
approximately  $2.5  billion of assets.  Recently,  the  Company  has focused on
opportunities in the Houston, Texas market,  consistent with its goal of growing
its  Houston-area  operations  to at least $1.5  billion  over the next  several
years. While growth in Houston is Whitney's primary focus, the Company continues
to seek  opportunities  to leverage its  operations  through  acquisitions  that
significantly expand existing market share or provide access to new parts of its
market area with attractive economic fundamentals.  Whitney made no acquisitions
in 2002. The overall trend toward industry consolidation is expected to continue
in the near term.

INDUSTRY REGULATION AND INFLUENCE OF GOVERNMENTAL AGENCIES

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

         The banking  industry is extensively  regulated  under both federal and
state law. The regulation and ongoing  supervision of bank holding companies and
their subsidiaries is intended  primarily for the protection of depositors,  the
deposit insurance funds of the Federal Deposit Insurance  Corporation (FDIC) and
the  banking  system  as a  whole,  and not for the  protection  of the  holding
company's  shareholders and creditors.  The Bank has been assessed at relatively
low rates for deposit  insurance  premiums in recent years,  reflecting both the
level of the deposit  insurance  funds in  relation  to required  levels and the
favorable  overall  risk rating  assigned to the Bank by its primary  regulator.
Growth in insured deposits and higher  estimates of potential  insured losses by
the FDIC have lowered the ratio of deposit  insurance funds to insured  deposits
and increased the likelihood that premium rates will go up. Certain  legislative
proposals  related to deposit  insurance  reform have included  provisions  that
would  substantially  increase  the cost of  deposit  insurance.  The  Company's
management  is unable to predict if or when deposit  insurance  premiums will be
increased or to what extent.

         The Company is subject to regulation  under the BHCA and to supervision
by the Board of  Governors of the Federal  Reserve  System  (FRB).  Bank holding
companies must seek the FRB's approval for all bank  acquisitions and must limit
their activities to those permitted under the BHCA,  including the modifications
to the BHCA brought about by the enactment of the  Gramm-Leach-Bliley  Act (GLB)
of 1999.  GLB  attempts  in many ways to  modernize  the  framework  of the U.S.
financial services industry.  Among other provisions, it allows for the creation
of a financial  holding company that is authorized to engage in underwriting and
selling  insurance  and  securities,  to

                                       2
<PAGE>
conduct  both  commercial  and merchant  banking,  to invest in and develop real
estate and to engage in other complementary activities. Whitney currently has no
plans to apply for a financial holding company charter.

         The  Office of the  Comptroller  of the  Currency  (OCC) is the  Bank's
primary regulator and provides ongoing supervision through regular  examinations
and other means. Bank supervision focuses on evaluating  management's ability to
identify,  assess and control risk in all areas of bank operations in a safe and
sound manner.  Regulators have a wide range of enforcement  actions available to
deal with  institutions  with  unacceptable  levels of risk. These actions could
have a material impact on a bank's financial results and could impose additional
limits on a bank's ability to pay dividends to its holding  company.  Regulators
are also charged with  monitoring  compliance  with other laws and  regulations,
such as those  designed to encourage  banks to meet the needs of all segments of
their  service  areas.  Regulatory  agencies  consider  compliance  ratings when
deciding,  for  example,  whether  to approve  an  acquisition  by a 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 costs of funds.

EMPLOYEES

         At the end of 2002,  the Company and the Bank employed a total of 2,431
employees.  Whitney  affords  its  employees  a variety of  competitive  benefit
programs including  retirement plans and group health,  life and other insurance
programs.  The Company also supports training and educational  programs designed
to ensure that  employees  have the types and levels of skills needed to perform
at their best in their current  positions and to help them prepare for positions
of increased responsibility.

AVAILABLE INFORMATION

         The  Company's  filings with the  Securities  and Exchange  Commission,
including annual reports on Form 10-K,  quarterly reports on Form 10-Q,  current
reports on Form 8-K, and amendments to those reports, are available on Whitney's
web-site as soon as reasonably practicable after the Company files with the SEC.
Copies can be obtained free of charge in the "For Whitney  Shareholders" section
of the Company's web-site at www.whitneybank.com.

Item 2:  PROPERTIES

         The  Company  owns  no  real  estate  in its own  name.  The  Company's
executive  offices  are  located in  downtown  New  Orleans  in the main  office
facility  owned by  Whitney  National  Bank.  The Bank  makes  portions  of this
facility and certain  other  facilities  available  for lease to third  parties,
although such incidental  leasing activity is not material to Whitney's  overall
operations.  The Bank owns  outright  approximately  75% of its  active  banking
facilities,  which total close to 130 locations. The remaining branch facilities
are subject to leases,  each of which management  considers to be reasonable and
appropriate to its location.  Management  ensures that all  properties,  whether
owned or leased, are maintained in suitable condition. Management also evaluates
its   banking   facilities   on  an   ongoing   basis   to   identify   possible
under-utilization  and  to  determine  the  need  for  functional  improvements,
relocations or possible sales.

         The Bank and a subsidiary hold a variety of property interests acquired
through the years in  settlement  of loans.  Reference  is made to Note 7 to the
consolidated  financial  statements  included in Item 8 for further  information
regarding such property interests.

                                       3
<PAGE>
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

         Information about the names, ages,  positions and business  experiences
of the Company's executive officers is incorporated by reference to the table in
Item 10 of this Form 10-K, page 62.

                                     PART II

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

         a)     The Company's  stock is  traded  over-the-counter  on The Nasdaq
           Stock Market and is reported under the symbol WTNY.  The  Summary  of
           Quarterly Financial Information appearing in Item 8 of this Form 10-K
           and  located  on page 28 shows  the  range of  closing  prices of the
           Company's  stock  for  each  calendar  quarter  of 2002  and  2001 as
           reported on The NASDAQ  Stock  Market,  and is  incorporated  here by
           reference.

                  In 2002,  the Company  declared a 3-for-2  split of its common
           stock that was paid on April 9, 2002.  Share and per share figures in
           this annual  report on Form 10-K have been  adjusted to reflect  this
           split.

         b)       The  approximate  number  of  shareholders  of  record  of the
           Company, as of February 28, 2003, was as follows:

                  Title of Class                  Shareholders of Record
                  ----------------------------    ----------------------
                  Common Stock, no par value               5,570

         c)       Dividends declared by the Company are listed in the Summary of
           Quarterly Financial Information appearing in Item 8 of this Form 10-K
           and located on page 28, which is incorporated here by reference.

                                       4
 <PAGE>
<TABLE>
<CAPTION>
Item 6:  SELECTED FINANCIAL DATA
            WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                                                                 Years Ended December 31
----------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)     2002        2001        2000        1999         1998
----------------------------------------------------------------------------------------------------------
YEAR-END BALANCE SHEET DATA
<S>                                           <C>         <C>         <C>         <C>          <C>
  Total assets                                $7,097,881  $7,243,650  $6,650,265  $5,868,028   $5,627,153
  Earning assets                               6,501,009   6,681,786   6,078,951   5,362,819    5,151,564
  Loans                                        4,455,412   4,495,085   4,587,438   3,920,601    3,486,300
  Investment in securities                     1,975,698   1,632,340   1,462,189   1,387,016    1,436,684
  Deposits                                     5,782,879   5,950,160   5,332,474   4,666,375    4,607,638
  Shareholders' equity                           800,483     717,888     665,764     596,204      599,777
----------------------------------------------------------------------------------------------------------
AVERAGE BALANCE SHEET DATA
  Total assets                                $7,016,675  $6,831,564  $6,282,044  $5,638,980   $5,222,628
  Earning assets                               6,492,791   6,303,445   5,771,256   5,163,140    4,771,433
  Loans                                        4,372,194   4,475,149   4,228,948   3,595,574    3,175,543
  Investment in securities                     1,816,216   1,525,254   1,478,609   1,466,061    1,397,271
  Deposits                                     5,750,141   5,548,556   4,927,214   4,540,887    4,234,796
  Shareholders' equity                           760,725     698,099     622,814     600,012      587,511
----------------------------------------------------------------------------------------------------------
INCOME STATEMENT DATA
  Interest income                               $370,909    $441,145    $452,261    $378,493     $363,568
  Interest expense                                75,701     161,349     185,181     135,433      134,242
  Net interest income                            295,208     279,796     267,080     243,060      229,326
  Net interest income (TE)                       300,134     285,161     273,176     249,407      234,782
  Provision for loan losses                        7,500      19,500      12,690       6,470          709
  Noninterest income, excluding
   securities transactions                        84,774      91,044      74,270      68,885       60,890
  Securities transactions                            411         165         850         (32)         841
  Noninterest expense                            230,926     239,104     223,179     207,753      207,648
  Net income                                      95,323      75,820      72,842      67,326       57,125
----------------------------------------------------------------------------------------------------------
KEY RATIOS
  Return on average assets                          1.36%       1.11%       1.16%       1.19%        1.09%
  Return on average shareholders' equity           12.53       10.86       11.70       11.22         9.72
  Net interest margin                               4.62        4.52        4.73        4.83         4.92
  Average loans to average deposits                76.04       80.65       85.83       79.18        74.99
  Efficiency ratio                                 60.00       62.09       63.92       65.27        68.15
  Allowance for loan losses to loans                1.48        1.59        1.33        1.21         1.24
  Nonperforming assets to loans plus foreclosed
     and surplus property                            .95         .77         .55         .45          .48
  Net charge-offs to average loans                   .28         .21         .04         .06          .16
  Average shareholders' equity to average assets   10.84       10.22        9.91       10.64        11.25
  Shareholders' equity to total assets             11.28        9.91       10.01       10.16        10.66
  Leverage ratio                                    9.76        8.72        8.93       10.01        10.33
----------------------------------------------------------------------------------------------------------
COMMON SHARE DATA
  Earnings Per Share
      Basic                                        $2.39       $1.92       $1.89       $1.73        $1.46
      Diluted                                       2.38        1.90        1.89        1.73         1.44
  Dividends
      Cash dividends per share                     $1.11       $1.03        $.96        $.88         $.80
      Dividend payout ratio                        46.50%      53.81%      50.04%      48.76%       52.34%
  Book Value Per Share                            $19.98      $18.10      $16.92      $15.62       $15.22
  Trading Data
      High closing price                          $38.52      $32.56      $27.79      $27.83       $42.25
      Low closing price                            28.09       24.00       21.00       21.46        23.83
      End-of-period closing price                  33.33       29.23       24.21       24.71        25.00
      Trading volume                          21,926,523  13,965,350  10,566,587  14,055,669    9,861,300
  Average Shares Outstanding
      Basic                                   39,848,881  39,550,723  38,475,984  38,833,197   39,237,878
      Diluted                                 40,121,544  39,836,047  38,568,699  38,949,348   39,562,155
----------------------------------------------------------------------------------------------------------
<FN>
Share and per share data give effect to the 3-for-2 stock split effective April 9, 2002.
Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
The efficiency ratio is noninterest expense to total net interest (TE) and noninterest income, excluding
  merger-related items.
</FN>
</TABLE>
                                       5


<PAGE>
Item 7:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

         The purpose of this  discussion and analysis is to focus on significant
changes in the  financial  condition  of  Whitney  Holding  Corporation  and its
subsidiaries  (the Company or Whitney) and on their results of operations during
2002, 2001 and 2000.  Virtually all of the Company's operations are contained in
its banking  subsidiary,  Whitney National Bank (the Bank).  This discussion and
analysis is intended to highlight and supplement information presented elsewhere
in this annual  report on Form 10-K,  particularly  the  consolidated  financial
statements and related notes in Item 8. Certain  financial  information in prior
years has been reclassified to conform to the current year's presentation.

OVERVIEW
         The Company earned $2.39 per share,  or $95.3 million,  for 2002.  This
was a 24% increase over the $1.92 per share, or $75.8 million,  earned for 2001.
The key components of 2002's earnings performance follow:

o             Net interest income, on a taxable-equivalent (TE) basis, increased
              5%, or $15.0 million,  from 2001.  Whitney was and continues to be
              moderately asset sensitive, which implies it would experience some
              compression  in  its  net  interest  margin  in a  declining  rate
              environment,  holding other factors constant. The persistently low
              interest rate  environment in 2002 did put pressure on the margin,
              but Whitney  was able to improve the margin by 10 basis  points to
              4.62%,  reflecting loan pricing discipline,  careful investment of
              excess liquidity and successful deposit pricing strategies.

o             Noninterest income before securities transactions decreased 7%, or
              $6.3  million.   Excluding  revenues  and  gains  associated  with
              merchant processing agreements that were sold in 2001, noninterest
              income  grew 5%,  or $4.2  million.  Service  charges  on  deposit
              accounts  increased  9%, or $3.1  million,  showing  benefits from
              pricing refinements,  new management tools and low interest rates.
              Income from secondary  mortgage market operations was bolstered by
              a  strong  refinancing  market  and  ended  2002 up  19%,  or $1.5
              million.

o             Noninterest  expense,  excluding  merger-related  costs  in  2001,
              decreased  1% in 2002.  Adjusting  for the impact of the  merchant
              business  sale,  noninterest  income was up a moderate 2%, or $3.9
              million.  A sharp increase in defined benefit pension plan expense
              was the  main  driver  of an 8%,  or  $9.5  million,  increase  in
              personnel  expense.  Close control over capital  expenditures  and
              ongoing  attention to expense  control efforts led to reduction in
              several  other  major  expense  categories.  A required  change in
              accounting  for  goodwill  led  to  a  $1.6  million  decrease  in
              amortization of purchased intangibles.

o             The total  of loans internally rated as having above-normal credit
              risk  at  the  end  of  2002  was down $106 million from the prior
              year's level, helping reduce the allowance for loan losses by $5.5
              million from the end of 2001. Net charge-offs were .28% of average
              loans  in  2002,  up  slightly  from  2001, but still favorable in
              relation  to  peer  and industry statistics.  The Company provided
              $7.5  million  for loan losses in 2002, down from $19.5 million in
              2001. The level of the allowance and the provision for loan losses
              in  2001  reflected  increased customer credit risks arising from,
              among  other  factors,   a  weakening   economy  and    heightened
              uncertainty  in   the  aftermath  of  the  September 11  terrorist
              attacks.  Although  the  Company's credit  quality statistics have
              improved  in  2002, there  are  continued concerns relating to the
              sustained  softness  in  economic  conditions  and the longer-term
              impact on certain customers' business activity.


                                       6
<PAGE>
FORWARD-LOOKING STATEMENTS
         This  discussion  contains  forward-looking  statements as that term is
defined by the Private Securities Litigation Reform Act of 1995. Such statements
include,  but may not be limited to comments  regarding  (a) the  potential  for
earnings volatility from changes in the estimated allowance for loan losses over
time, (b) the expected growth rate of the loan portfolio,  (c) future changes in
the mix of deposits,  (d) the results of net interest income  simulations run by
the  Company  to measure  interest  rate  sensitivity,  (e) the  performance  of
Whitney's net interest income and net interest  margin  assuming  certain future
conditions, and (f) changes or trends in expense levels for retirement benefits,
equipment and data processing and deposit insurance.

         Forward-looking  statements,  which  Whitney  makes in good faith,  are
based on numerous assumptions,  certain of which may be referred to specifically
in  connection  with  a  particular  statement.   Some  of  the  more  important
assumptions  include:


         o expectations  about overall economic  strength and the performance of
             the economies in Whitney's market area,
         o expectations  about the movement of interest rates, including actions
             that  may  be  taken  by  the Federal Reserve Board in  response to
             changing economic conditions,
         o reliance  on  existing  or anticipated changes in laws or regulations
             affecting  the  activities  of  the  banking   industry  and  other
             financial service providers, and
         o expectations   regarding   the   nature  and  level  of  competition,
             changes  in  customer   behavior  and  preferences,  and  Whitney's
             ability to execute its plans to respond effectively.

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

         Whitney   undertakes  no  obligation  to  update  any   forward-looking
statement  included in this discussion,  whether as a result of new information,
future events or developments, or for any other reason.

CRITICAL ACCOUNTING POLICIES
         Whitney prepares its financial statements in accordance with accounting
principles  generally accepted in the United States.  Note 2 to the consolidated
financial  statements  discusses  certain  accounting  principles and methods of
applying those  principles that are particularly  important to this process.  In
applying these  principles to determine the amounts and other  disclosures  that
are presented in the  financial  statements  and discussed in this section,  the
Company is required to make estimates and assumptions. Whitney believes that the
determination of its estimate of the allowance for loan losses involves a higher
degree of judgment and  complexity  than its  application  of other  significant
accounting  policies.  Factors  considered in this determination and the process
used by management are discussed in Note 2 and in the following section on Loans
and Allowance for Loan Losses.  Although  management  believes it has identified
appropriate factors for review and designed and implemented  adequate procedures
to support the estimation process that are consistently  followed, the allowance
remains an estimate about the effect of matters that are  inherently  uncertain.
Over time, changes in economic  conditions or the actual or perceived  financial
condition of Whitney's credit  customers or other factors can materially  impact
the  allowance  estimate,  potentially  subjecting  the  Company to  significant
earnings volatility.

                                       7
<PAGE>
FINANCIAL CONDITION

LOANS AND ALLOWANCE FOR LOAN LOSSES
         Total loans decreased a little under 1%, or $40 million,  from year-end
2001,  and the prior  year  total was down 2%, or $92  million,  from the end of
2000.  Average loans for 2002 were 2%, or $103  million,  below the prior year's
level. The major portion of these reductions came from the residential  mortgage
loan  portfolio,  prompted by increased  refinancing  activity and  management's
continuing  decision to sell most current  production in the  secondary  market.
Although there was some recent growth in the commercial loan  portfolio,  demand
for  business  credit in general  has been  restrained  for over a year during a
period of reduced  economic  activity and uncertainty  regarding future economic
conditions. Over this same period, the rate environment has continued to present
real estate developers with favorable permanent financing opportunities.  Recent
growth reflected new customer  development and some increased  economic activity
for certain  industry  sectors.  Conditions that would support  accelerated loan
growth,  however,  are not yet  evident.  Table 2, which is based on  regulatory
reporting codes,  shows loan balances at December 31, 2002 and at the end of the
previous four years.
<TABLE>
<CAPTION>
TABLE 2.  LOANS OUTSTANDING BY TYPE
------------------------------------------------------------------------------------------------------------------
                                                                             December 31
------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                               2002          2001          2000          1999          1998
------------------------------------------------------------------------------------------------------------------
<S>                                            <C>           <C>           <C>           <C>           <C>
Commercial, financial and agricultural loans   $1,917,859    $1,852,497    $1,815,205    $1,564,903    $1,404,003
Real estate loans - commercial and other        1,584,099     1,576,817     1,544,390     1,318,130     1,123,309
Real estate loans - retail mortgage               638,703       761,355       874,645       718,952       637,420
Loans to individuals                              314,751       304,416       353,198       318,616       321,568
------------------------------------------------------------------------------------------------------------------
     Total loans                               $4,455,412    $4,495,085    $4,587,438    $3,920,601    $3,486,300
------------------------------------------------------------------------------------------------------------------
</TABLE>
         The  portfolio of  commercial  loans,  other than those secured by real
property,  increased  by $65 million,  or 4%,  compared to year-end  2001.  This
followed a $37 million,  or 2%,  increase in 2001 from the end of 2000.  Overall
the  portfolio  remained  well-diversified,  with  customers  in a wide range of
industries,   including  oil  and  gas  exploration   and   production,   marine
transportation,  wholesaling, retailing and manufacturing of various durable and
nondurable  products,  and  agricultural  production.  There  have been no major
trends or changes  in the  concentration  mix of this  portfolio  category  from
year-end  2001,  although  there  has been  some  noticeable  growth in loans to
customers in the oil and gas industry as discussed  below.  Also included in the
commercial  loan  category  are  loans  to  individuals,  generally  secured  by
collateral  other than real estate,  that are used to fund investments in new or
expanded business  opportunities.  Participations in syndicated commercial loans
at December 31, 2002, totaled approximately $300 million, including $118 million
related to the oil and gas  industry  and $44  million  to the gaming  industry.
Substantially  all of these  loans are with  customers  operating  in  Whitney's
market  area and are  subject to  standard  underwriting  criteria.  The rate of
commercial  loan growth in 2003 will depend mainly on the economic  fundamentals
of the Company's  market area as well as on its ability to develop  customers in
the newer parts of its market and take advantage of competitive circumstances to
attract new business in its established market.

         At  December  31,  2002,  outstanding  loans  to oil and  gas  industry
customers totaled $384 million,  or approximately 9% of total loans, an increase
of  approximately  $50  million  from the end of the  previous  year after a $20
million  increase in 2001.  The  increase  in 2002  included  approximately  $38
million in new participations in syndicated credits. The Company's customer base
in this industry mainly provides  transportation and other services and products
to support  exploration  and  production  activities,  but the Bank has recently
increased  its  attention  to  lending  opportunities  in  the  exploration  and
production  sector.  Whitney seeks customers who are quality  operators that can
manage through volatile commodity price cycles. Political turmoil and the threat
of armed conflict in important  producing  countries have supported a recent run
up in underlying commodity prices for oil. Domestic natural gas prices have also
risen  dramatically,  reflecting  larger  than  expected  draws from  storage to
satisfy winter demand and a continued decline in overall deliverable production.
The commitment to new exploration and development,  however, is impacted more by
changes in  longer-term  expectations  about  demand and  prices.  The  industry
appears  poised for a period of  increased  activity,  but when this begins will
depend,  among  other  factors,  on  the  resolution  of  current  international
uncertainties  and  trends  in  global  demand.  The  level  of activity in this
industry

                                       8
<PAGE>
continues to have an important  impact on the  economies of certain  portions of
Whitney's market area, particularly southern Louisiana and Houston.

         The commercial real estate  portfolio,  which includes loans secured by
properties  used in  commercial or industrial  operations,  has been  relatively
stable  since the end of 2000.  Whitney has been able to develop new business in
this highly competitive  market,  including a recent increase in activity at its
Houston  operations.  The overall pace of new real estate  project  development,
however,   has  slowed  with  the  general   economy  and  heightened   economic
uncertainty,  and growth from new  business has for the most part been offset by
expected  paydowns on and permanent  take outs of seasoned  projects.  In recent
years,  activity  in this  portfolio  sector has been  driven by  apartment  and
condominium projects, particularly in the eastern Gulf Coast region, development
of retail,  small office and commercial  facilities  throughout Whitney's market
area,  and hotel and other  hospitality  industry  projects,  largely in the New
Orleans  metropolitan  area. Hotel loans were 8% of total commercial real estate
loans, or $130 million,  at the end of 2002,  compared to 11% at the end of both
2001 and 2000.

         The impact of  refinancings  and the continuing  policy of selling most
retail mortgage  production  which began late in 2000 was evident in the 16%, or
$123 million,  decrease in the retail  mortgage loan portfolio  between 2001 and
2002,  which  followed a 13%, or $113  million,  decrease in 2001 from the prior
year.  Whitney  continued to promote its fixed-term  home equity loan product in
2002. Such loans increased $12 million, or 7%, in 2002, after an increase of $10
million,  or 6%, in 2001.  This product  offers  customers  the  opportunity  to
leverage  increased  home  values and equity to obtain  tax-advantaged  consumer
financing.  The  rate of  growth  in this  product  slowed  in 2001  and 2002 as
borrowers  increasingly  tapped home equity when refinancing  their primary home
mortgages.  If current market  conditions  persist,  a further  reduction in the
Company's retail mortgage loan portfolio sector is likely in the near term.

         Loans to individuals  include various  consumer  installment and credit
line loan products other than fixed-term retail mortgage loan products.  Between
2001 and 2002, this portfolio sector grew a moderate 3%, or $10 million,  mainly
from the promotion of secured  personal  credit lines.  The 14%, or $49 million,
decrease  in 2001  from the prior  year  reflected,  in part,  the  decision  by
management  to shorten the period it holds  student loans before being taken out
by the permanent financing source.

         Table 3 reflects contractual loan maturities,  unadjusted for scheduled
principal reductions, prepayments or repricing opportunities.  Approximately 63%
of the value of loans with a maturity  greater  than one year bears a fixed rate
of interest.

<TABLE>
<CAPTION>
TABLE 3.  LOAN MATURITIES BY TYPE
-----------------------------------------------------------------------------------------------------------------
                                                                       December 31, 2002
-----------------------------------------------------------------------------------------------------------------
                                                      One year      One through       More than
(dollars in thousands)                                 or less       five years      five years            Total
-----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>              <C>               <C>            <C>
Commercial, financial and agricultural loans        $1,208,517       $  610,032        $ 99,310       $1,917,859
Real estate loans - commercial and other               411,935        1,025,433         146,731        1,584,099
Real estate loans - retail mortgage                     75,901          212,640         350,162          638,703
Loans to individuals                                   151,329          156,213           7,209          314,751
-----------------------------------------------------------------------------------------------------------------
   Total                                            $1,847,682       $2,004,318        $603,412       $4,455,412
-----------------------------------------------------------------------------------------------------------------
</TABLE>

         Each loan carries a degree of credit risk.  Management's  evaluation of
this risk is  ultimately  reflected in the estimate of probable loan losses that
is reported in the  Company's  financial  statements  as the  allowance for loan
losses.  Changes  in this  ongoing  evaluation  over time are  reflected  in the
provision for loan losses charged to operating expense.


                                       9
<PAGE>
<TABLE>
<CAPTION>
TABLE 4.  SUMMARY OF ACTIVITY IN THE ALLOWANCE FOR LOAN LOSSES
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                 2002          2001         2000         1999          1998
-------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>            <C>          <C>          <C>           <C>
Balance at the beginning of year                     $71,633       $61,017      $47,543      $43,187       $47,549
Allowance acquired in bank purchases                       -         1,196        2,388            -             -
Allowance on loans transferred to held for sale         (895)         (651)           -            -             -
Provision for loan losses
   charged to operations                               7,500        19,500       12,690        6,470           709
Loans charged to the allowance
   Commercial, financial and agricultural             (6,894)      (11,678)      (4,244)      (5,673)       (6,688)
   Real estate - commercial and other                 (5,148)         (252)        (884)        (917)         (146)
   Real estate - retail mortgage                      (1,816)         (552)        (697)        (461)         (398)
   Individuals                                        (3,353)       (3,020)      (2,656)      (2,991)       (6,492)
-------------------------------------------------------------------------------------------------------------------
      Total                                          (17,211)      (15,502)      (8,481)     (10,042)      (13,724)
-------------------------------------------------------------------------------------------------------------------
Recoveries of loans previously charged off
   Commercial, financial and agricultural              2,472         3,130        2,679        4,408         4,054
   Real estate - commercial and other                    463           965        1,796          788         2,176
   Real estate - retail mortgage                         509           348          658          525           538
   Individuals                                         1,644         1,630        1,744        2,207         1,885
-------------------------------------------------------------------------------------------------------------------
      Total                                            5,088         6,073        6,877        7,928         8,653
-------------------------------------------------------------------------------------------------------------------
Net charge-offs                                      (12,123)       (9,429)      (1,604)      (2,114)       (5,071)
-------------------------------------------------------------------------------------------------------------------
Balance at the end of year                           $66,115       $71,633      $61,017      $47,543       $43,187
-------------------------------------------------------------------------------------------------------------------
Ratios
   Net charge-offs to average loans                      .28%          .21%         .04%         .06%          .16%
   Gross charge-offs to average loans                    .39           .35          .20          .28           .43
   Recoveries to gross charge-offs                     29.56         39.18        81.09        78.95         63.05
   Allowance for loan losses to loans at end of year    1.48          1.59         1.33         1.21          1.24
-------------------------------------------------------------------------------------------------------------------
</TABLE>

         At December 31, 2002,  the allowance for loan losses was $66.1 million,
or 1.48% of total loans,  compared to $71.6 million,  or 1.59% of total loans at
the end of 2001.  Table 4 shows the activity in the allowance over the past five
years. The allocation of the allowance is included in Table 5.

<TABLE>
<CAPTION>
TABLE 5.  ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
-------------------------------------------------------------------------------------------------------------------
                                                                December 31
-------------------------------------------------------------------------------------------------------------------
                              2002               2001               2000               1999               1998
-------------------------------------------------------------------------------------------------------------------
                       Allowance   Loans  Allowance   Loans  Allowance  Loans   Allowance  Loans   Allowance  Loans
-------------------------------------------------------------------------------------------------------------------
<S>                      <C>       <C>      <C>       <C>      <C>      <C>       <C>      <C>       <C>      <C>
Commercial, financial
  and agricultural       48.5%     43.0%    50.7%     41.2%    48.2%    39.5%     47.6%    39.9%     39.6%    40.3%
Real estate -
  commercial and other   28.4      35.6     24.8      35.1     28.1     33.7      29.0     33.6      31.7     32.2
Real estate -
   retail mortgage        8.3      14.3     10.7      16.9     11.5     19.1      14.8     18.4      20.1     18.3
Individuals               7.1       7.1      6.3       6.8      8.1      7.7       8.4      8.1       8.4      9.2
Unallocated               7.7         -      7.5         -      4.1        -        .2        -        .2        -
-------------------------------------------------------------------------------------------------------------------
Total                   100.0%    100.0%   100.0%    100.0%   100.0%   100.0%    100.0%   100.0%    100.0%   100.0%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

         In making its risk evaluation and  establishing an allowance level that
it believes is adequate to absorb probable  losses in the portfolio,  management
considers  various  sources of information.  Some of the more important  sources
include analyses prepared on specific loans reviewed for impairment,  statistics
on  balances  of loans  assigned to  internal  risk  rating  categories  by loan
officers and the Company's independent credit review function, reports on

                                       10
<PAGE>
the composition and repayment  performance of consumer and other loan portfolios
not subject to individual risk ratings, and factors derived from historical loss
experience.  In addition to this more  objective and  quantitative  information,
management's  evaluation must take into  consideration its assessment of general
economic  conditions  and how current  conditions  affect  specific  segments of
borrowers.  Management  must  also  come to a  judgment  regarding  the level of
accuracy inherent in the loss allowance  estimation  process. A formal allowance
analysis is  prepared  at least  quarterly  that  summarizes  the results of the
evaluation process and helps ensure a consistent process over time.


<TABLE>
<CAPTION>
TABLE 6.  NONPERFORMING ASSETS
-----------------------------------------------------------------------------------------------------------------
                                                                          December 31
-----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                 2002         2001          2000         1999         1998
-----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>          <C>           <C>          <C>          <C>
Loans accounted for on a nonaccrual basis           $37,959      $33,412       $23,579      $13,966      $11,862
Restructured loans                                      336          383           465        1,634        2,660
-----------------------------------------------------------------------------------------------------------------
   Total nonperforming loans                         38,295       33,795        24,044       15,600       14,522
Foreclosed assets and surplus banking property        3,854          991           995        1,909        2,320
-----------------------------------------------------------------------------------------------------------------
   Total nonperforming assets                       $42,149      $34,786       $25,039      $17,509      $16,842
-----------------------------------------------------------------------------------------------------------------
Loans 90 days past due still accruing                $5,817       $6,916        $4,343       $3,020       $5,228
-----------------------------------------------------------------------------------------------------------------
Ratios:
Nonperforming assets to loans plus
 foreclosed assets and surplus banking property         .95%         .77%          .55%         .45%         .48%
Allowance for loan losses to
 nonperforming loans                                 172.65       211.96        253.77       304.76       297.40
Loans 90 days past due still accruing to
 loans                                                  .13          .15           .09          .08          .15
-----------------------------------------------------------------------------------------------------------------
</TABLE>

         Nonperforming assets consist of nonperforming loans,  foreclosed assets
and surplus  banking  property.  Table 6 provides  information on  nonperforming
assets  for  each  year  in  the  five-year  period  ended  December  31,  2002.
Nonperforming  loans are included in the criticized  loan total  discussed below
and encompass  substantially all loans separately evaluated for impairment.  The
$7 million  increase in  nonperforming  assets from  year-end  2001  included $1
million  related to surplus  banking  property.  There have been no  significant
trends related to industries or markets  underlying the changes in nonperforming
assets.

         At December 31,  2002,  the total of loans  internally  rated as having
above-normal  credit risk was down $106 million from the level at year-end 2001.
The decrease in criticized loans reflected in part improved outlooks for several
larger  credits.  These included one with a customer in the health care industry
that   had   demonstrated   sustained   improved   financial   performance   and
participations  in credit  facilities for two customers in Whitney's market area
that had been  downgraded in the later part of 2001 and were part of the Federal
banking  regulators'  shared national credit review  process.  Criticized  loans
totaled $193 million at December 31, 2002.  Loans warranting  special  attention
because of risk  characteristics  that indicate potential weaknesses totaled $58
million,  down  $94  million  from  the end of  2001.  There  was a $22  million
decrease,  to a total of $113  million,  in loans  rated as having  well-defined
weaknesses  that, if not corrected,  would likely result in some loss. Loans for
which full repayment is doubtful,  however, increased by $10 million, to a total
of $22 million at year-end 2002.

         The reduction in  criticized  loans was the main factor behind the $5.5
million decrease in the allowance for loan losses from the end of 2001,  despite
a $1.5 million  increase in the allowance  required for impaired loans. No other
factor  considered in determining the allowance had an individually  significant
impact.  In both 2001 and 2000,  the credit risk profile of Whitney's  customers
increased  moderately,  as was evidenced by higher levels of nonperforming loans
and criticized loans in each period. At year-end 2001,  management's  evaluation
of credit risk included an assessment of what impact the economic  repercussions
of the  terrorist  attacks on the  United  States  could  have on the  Company's
customers.  In Whitney's  market  area,  the most  immediate  impact was felt by
businesses  related to the convention  and tourism  industry,  including,  among
others, hotels and restaurants,  and by the employees of these businesses.  Loan
officers  continue to monitor the  operations  of affected  customers  and their
responses to a

                                       11
<PAGE>
sustained  reduced   level of travel and tourism.  Management has applied stress
tests to identify  credits that would have the most difficulty with debt service
if the downturn  proves to be more severe and  prolonged  than is currently  the
case or would have been considered in the normal underwriting  process,  and the
results have  indicated  acceptable  levels of risk.  The lasting impact remains
uncertain,  however,  and this uncertainty  along with questions  concerning the
impact of the economic slowdown that has persisted since 2001 has been reflected
in the level of unallocated  reserves,  which remained steady from year-end 2001
to the most recent year end.

INVESTMENT IN SECURITIES
         Strong demand for deposit  products  during a period of restrained loan
demand led to a  significant  increase  in  liquidity  in 2001.  Information  on
changes in deposits and other  funding  sources is  presented  in the  following
section. Over time, management directed more of this liquidity to the investment
portfolio,  particularly to  mortgage-backed  securities  with relatively  short
duration,  based on its  expectations  regarding  the  stability  of the funding
sources and the near-term prospects for loan demand.

         At December 31, 2002, total securities were $1.98 billion,  compared to
$1.63 billion at year-end 2001, and the average investment in securities in 2002
was up 19%, or $291 million, from 2001.  Mortgage-backed  securities grew to 59%
of the total portfolio at the end of 2002 from 51% in the prior year. Short-term
liquidity  investments,  including federal funds sold, totaled $4 million at the
end of 2002,  compared to $495 million at year-end  2001. On average,  liquidity
investments  were $283 million,  compared to $262 million in 2001, but the total
declined throughout 2002.


<TABLE>
<CAPTION>
TABLE 7.  DISTRIBUTION OF INVESTMENT MATURITIES
-------------------------------------------------------------------------------------------------------------------------
                                                            December 31, 2002
-------------------------------------------------------------------------------------------------------------------------
                                                Over one through  Over five through
(dollars in thousands)       One year and less      five years       ten years        Over ten years          Total
-------------------------------------------------------------------------------------------------------------------------
                              Amount     Yield   Amount     Yield   Amount    Yield   Amount   Yield      Amount   Yield
-------------------------------------------------------------------------------------------------------------------------
SECURITIES AVAILABLE FOR SALE
-------------------------------------------------------------------------------------------------------------------------
<S>                          <C>         <C>    <C>         <C>    <C>         <C>   <C>        <C>     <C>         <C>
Mortgage-backed
  securities(a)              $ 84,832    4.74%  $310,421    4.72%  $351,578    5.39% $410,444   5.04%   $1,157,275  5.04%
U. S. agency securities       168,684    4.70    180,582    3.98     14,752    5.87         -      -       364,018  4.39
Obligations of states and
  political subdivisions (b)    2,398    5.89     17,058    6.11     11,886    6.27     3,121   5.96        34,463  6.14
U. S. Treasury securities      26,426    2.94    137,659    3.67          -       -         -      -       164,085  3.55
Other debt securities              25    8.00     23,782    4.59      2,150    6.23         -      -        25,957  4.73
Equity securities(c)                -       -          -       -          -       -    27,793      -        27,793     -
-------------------------------------------------------------------------------------------------------------------------
    Total                    $282,365    4.56%  $669,502    4.34%  $380,366    5.44% $441,358   5.05%   $1,773,591  4.78%
-------------------------------------------------------------------------------------------------------------------------
SECURITIES HELD TO MATURITY
-------------------------------------------------------------------------------------------------------------------------
U. S. agency securities       $32,847    5.32%  $      -       -%  $      -       -% $      -      -%   $   32,847   5.32%
Obligations of states and
  political subdivisions (b)    8,932    6.78     32,007    6.63     57,973    6.91    60,025   6.48       158,937   6.68
U. S. Treasury securities      10,323    5.75          -       -          -       -         -      -        10,323   5.75
-------------------------------------------------------------------------------------------------------------------------
    Total                     $52,102    5.66%  $ 32,007    6.63%  $ 57,973    6.91% $ 60,025   6.48%   $  202,107   6.41%
-------------------------------------------------------------------------------------------------------------------------
<FN>
(a) Distributed by contractual maturity without regard to repayment schedules or projected prepayments, except for
    certain collateral mortgage obligations that are distributed based on their expected average lives.
(b) Tax exempt yields are expressed on a fully taxable equivalent basis.
(c) These securities have no stated maturities or guaranteed dividends.
</FN>
</TABLE>

                                       12
<PAGE>
         The   weighted-average    taxable-equivalent    portfolio   yield   was
approximately  5.00% at December  31,  2002,  a decrease of 77 basis points from
approximately  5.77% at December  31,  2001,  reflecting  mainly lower rates for
reinvestment  opportunities in 2001.  Substantially all of the securities in the
investment portfolio bear fixed interest rates.

         Information  about the  contractual  maturity  structure of  investment
securities at December 31, 2002 is shown in Table 7 above. The carrying value of
securities  with  explicit call options  totaled $143 million at year-end  2002.
These  call  options  and  the  scheduled  principal  reductions  and  projected
prepayments  on  mortgage-backed  securities,   other  than  certain  collateral
mortgage obligations, are not reflected in Table 7. Including expected principal
reductions on all mortgage-backed  securities,  the weighted-average maturity of
the overall  securities  portfolio was  approximately  39 months at December 31,
2002, compared with 41 months at year-end 2001.

         In recent years,  Whitney  steadily  built its investment in securities
classified  as available  for sale,  primarily as a means to increase  liquidity
management  flexibility.  Effective  January 1, 2001,  the Company  reclassified
securities with a carrying value of $528 million,  and an unrealized net loss of
$6.4 million,  as available for sale in connection with the adoption of SFAS No.
133. The  unrealized  loss at the  effective  date of the  reclassification  was
reported net of tax in other comprehensive income in 2001.  Securities available
for sale constituted 90% of the total investment portfolio at December 31, 2002.
The net  unrealized  gain on this  portfolio  segment  totaled  $46  million  at
year-end 2002, including a $28 million gain on mortgage-backed  securities.  The
overall  unrealized gain  represented  2.7% of amortized cost. At year-end 2001,
there was a net  unrealized  gain of $16  million,  or 1.0% of  amortized  cost,
including $2 million related to mortgage-backed  securities.  The net unrealized
gain or loss will vary based on overall  changes in market rates,  shifts in the
slope of the yield  curve,  and  movement  in  spreads  to the  yield  curve for
different types of securities.

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

         At December 31, 2002,  Whitney held no  investment  in  securities of a
single  issuer,  other  than  securities  issued  or  guaranteed  by the  U.  S.
government or its agencies,  that exceeded 10% of its shareholders'  equity. The
Company has made no investments  in financial  instruments  or  participated  in
agreements  with values that are linked to or derived  from changes in the value
of some underlying asset or index. These financial instruments or agreements are
commonly  referred to as  derivatives  and include such  instruments as futures,
forward  contracts,  option  contracts,  interest rate swap agreements and other
financial  arrangements with similar  characteristics.  Management  continues to
evaluate whether to use derivatives as part of its asset/liability and liquidity
management processes.

DEPOSITS AND SHORT-TERM BORROWINGS
         At December  31, 2002,  deposits  were 3%, or $167  million,  below the
level at December 31, 2001.  Approximately  $70 million of this decrease related
to an influx of temporary funds from local  governmental  entities at the end of
2001. Average deposits were up 4%, or $202 million, in 2002, but would have been
up approximately half this amount if the impact of deposits associated with bank
operations  purchased late in 2001 is factored out. Short-term  borrowings,  the
major part of which  represents  liabilities  under  repurchase  agreements with
customers, decreased 11%, or $58 million, from year-end 2001, and were down 14%,
or $73 million, on average for 2002 compared to the prior year.

                                       13
<PAGE>
<TABLE>
<CAPTION>
TABLE 8.  AVERAGE DEPOSITS
---------------------------------------------------------------------------------------------------------------
(dollars in thousands)                              2002                    2001                  2000
---------------------------------------------------------------------------------------------------------------
<S>                                          <C>          <C>        <C>          <C>       <C>          <C>
Noninterest-bearing demand deposits          $1,601,316   27.8%      $1,447,871   26.1%     $1,342,127   27.2%
NOW account deposits                            690,011   12.0          598,973   10.8         543,424   11.0
Money market deposits                         1,321,729   23.0        1,065,027   19.2         820,393   16.7
Savings deposits                                515,878    9.0          463,583    8.3         458,717    9.3
Other time deposits                             913,492   15.9        1,114,207   20.1         993,948   20.2
Time deposits $100,000 and over                 707,715   12.3          858,895   15.5         768,605   15.6
---------------------------------------------------------------------------------------------------------------
     Total                                   $5,750,141   100.0%     $5,548,556  100.0%     $4,927,214  100.0%
---------------------------------------------------------------------------------------------------------------
</TABLE>

         Increased  demand  for the  safety and  liquidity  of deposit  products
helped fuel accelerated  deposit growth throughot 2001. Many of the factors that
prompted the  increased  availability  of deposit  funds  continued to influence
customer behavior during 2002.  Noninterest-bearing  demand deposits at year-end
2002 were up 4%, or $59  million,  from the end of 2001.  For the year,  average
demand  deposits  increased 11%, or $153 million,  including  approximately  $40
million from acquired operations.  Noninterest-bearing  demand deposits continue
to represent a healthy  percentage of total deposits,  as can be seen in Table 8
above. Interest-bearing deposits, however, declined 5%, or $226 million, between
year-end  2001  and the most  recent  year  end.  On  average,  interest-bearing
deposits were up only 1%, or $48 million,  in 2002 compared to 2001, despite the
addition  of  approximately  $90 million of deposits  associated  with  acquired
operations.  The lack of further growth in interest-bearing deposits during 2002
was largely a reaction to steadily  declining  renewal  rates for time  deposits
and, to a lesser degree, reduced yields on other deposit products.

         The shift in the mix of interest-bearing deposits between 2001 and 2002
was partly a function of funds flows between deposit  products,  and to deposits
from  short-term  borrowings,  in response to the reduced  yields.  Money market
deposits were little  changed from the end of 2001,  but increased  24%, or $257
million,  on average in 2002.  Regular savings deposits grew 8%, or $39 million,
during  2002,  and  were  up 11% on  average  from  the  prior  year,  at  least
temporarily  reversing a trend away from this more traditional  deposit product.
NOW account deposits were down 9%, or $67 million, at year-end 2002,  reflecting
the temporary  influx of public funds at the end of 2001. The average balance of
NOW  deposits,  grew 15%,  or $91  million,  between  2001 and 2002.  Total time
deposits,  however,  decreased  17%, or $316 million,  from the end of 2001, and
were down a  comparable  amount on average in 2002  compared  to the prior year.
Table 9 shows the maturity structure of time deposits over and under $100,000 at
December  31, 2002.  The maturity of $614 million of time  deposits in the first
quarter of 2003 will likely contribute to further shifts in the mix of deposits.


TABLE 9.  MATURITIES OF TIME DEPOSITS
--------------------------------------------------------------------------------
(dollars in thousands)
--------------------------------------------------------------------------------
Remaining maturity of time deposits of $100,000 or more
     as of December 31, 2002
          Three months or less                                         $ 371,472
          Over three months through twelve months                        253,453
          Over twelve months                                              51,153
--------------------------------------------------------------------------------
               Total time deposits of $100,000 or more                   676,078
--------------------------------------------------------------------------------
Remaining maturity of time deposits of less than $100,000
     as of December 31, 2002
          Three months or less                                           242,124
          Over three months through twelve months                        464,672
          Over twelve months                                             133,502
--------------------------------------------------------------------------------
               Total time deposits of less than $100,000                 840,298
--------------------------------------------------------------------------------
               Total time deposits                                    $1,516,376
--------------------------------------------------------------------------------

                                       14
<PAGE>
         As noted earlier,  short-term  borrowings consist primarily of sales of
securities  under  repurchase  agreements.  In both 2002 and 2001,  Whitney made
little use of available wholesale short-term funding sources,  such as overnight
and term federal funds purchased and brokered repurchase  agreements,  as it had
in 2000 to fund strong loan growth. Average short-term borrowings from customers
under  repurchase  agreements have been relatively  stable over the past several
years, with an 11%, or $44 million,  decrease in 2002,  partly  representing the
flow of funds back to deposits as the  effective  yield dropped below 1% for the
year.  Increased  funding  from this source in recent years  reflected  both the
growth in commercial  relationships and the attractiveness of Whitney's treasury
management sweep product. Because of the underlying customer relationship, these
borrowings can be a relatively stable source of funds.

SHAREHOLDERS' EQUITY AND CAPITAL ADEQUACY
         At  December  31,  2002,  shareholders'  equity  totaled  $800  million
compared to $718 million at the end of 2001 and $666 million at the end of 2000.
The major  factors in the $82  million  increase in 2002 were  earnings,  net of
dividends  declared,  of  $51  million,  and a $20  million  increase  in  other
comprehensive  income  representing an unrealized net holding gain on securities
available  for sale.  In 2001,  net  retained  earnings of $35 million and an $8
million  increase  in  comprehensive  income led to a $52  million  increase  in
shareholders'  equity.  Over the last three years, the dividend payout ratio has
been relatively stable,  decreasing slightly to 47% in 2002 from 54% in 2001 and
50% in 2000.

         The ratios in Table 10  indicate  that the  Company  remained  strongly
capitalized  at December 31, 2002.  The increase in the capital ratios from 2001
was  influenced  mainly  by a slower  rate of  growth  in  risk-weighted  assets
relative to capital growth. The increase in risk-weighted assets at December 31,
2002 from the end of 2001 resulted mainly from an increase in  off-balance-sheet
obligations  under loan  facilities  and letters of credit that are converted to
assets for the risk-based capital calculations.  On-balance assets were lower at
year-end 2002 compared to the end of 2001. Cash business  acquisitions,  such as
the purchases of Redstone  Financial,  Inc. in 2001 and Bank of Houston in 2000,
will reduce regulatory capital ratios. In these  transactions,  Whitney acquires
intangible  assets  that must be  deducted in  determining  regulatory  capital,
though they are also excluded from risk-weighted assets.

<TABLE>
<CAPTION>
TABLE 10.  RISK-BASED CAPITAL AND CAPITAL RATIOS
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands)
                                                       2002          2001          2000         1999          1998
-------------------------------------------------------------------------------------------------------------------
<S>                                                <C>           <C>           <C>          <C>           <C>
Tier 1 regulatory capital                          $672,408      $604,179      $577,036     $568,117      $561,625
Tier 2 regulatory capital                            66,115        63,878        61,017       47,543        43,187
-------------------------------------------------------------------------------------------------------------------
  Total regulatory capital                         $738,523      $668,057      $638,053     $615,660      $604,812
-------------------------------------------------------------------------------------------------------------------
Risk-weighted assets                             $5,301,764    $5,102,470    $5,063,114   $4,427,620    $4,050,755
-------------------------------------------------------------------------------------------------------------------
Ratios
  Leverage ratio (Tier 1 capital to average
    assets)                                            9.76%         8.72%         8.93%       10.01%        10.33%
  Tier 1 capital to risk-weighted assets              12.68         11.84         11.40        12.83         13.86
  Total capital to risk-weighted assets               13.93         13.09         12.60        13.90         14.93
  Shareholders' equity to total assets                11.28          9.91         10.01        10.16         10.66
-------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       15
<PAGE>
LIQUIDITY
         The  objective  of  liquidity  management  is to ensure  that funds are
available to meet cash flow  requirements of depositors and borrowers,  while at
the same time meeting the  operating,  capital and strategic  cash flow needs of
the  Company  and the  Bank,  all in the  most  cost-effective  manner.  Whitney
develops its liquidity management strategies and measures and monitors liquidity
risk as part of its overall asset/liability  management process, making full use
of the  quantitative  modeling  tools  available  to project  cash flows under a
variety  of  possible  scenarios.  Projections  are also  made  assuming  credit
stressed conditions, although such conditions are not likely to arise.

         On the liability side, liquidity management focuses on growing the base
of  more  stable  core  deposits  at  competitive  rates,  including  the use of
treasury-management  products for commercial  customers,  while at the same time
ensuring access to economical  wholesale  funding sources.  The section above on
Deposits and Short-term Borrowings discusses changes in these  liability-funding
sources in 2002. Whitney National Bank is a member of the Federal Home Loan Bank
system.  This membership  provides access to a variety of Federal Home Loan Bank
advance  products  as an  alternative  source of funds.  In  addition,  both the
Company and the Bank have access to external  funding  sources in the  financial
markets,  and the Bank  has  developed  the  ability  to  gather  deposits  at a
nationwide level.

         Liquidity   management  on  the  asset  side  primarily  addresses  the
composition  and  maturity  structure  of the  loan  and  investment  securities
portfolios and their impact on the Company's ability to generate cash flows from
scheduled payments, contractual maturities, prepayments, their use as collateral
for  borrowings  under  repurchase  agreements  and possible  outright  sales or
securitizations.  Table 3 above presents the contractual  maturity  structure of
the loan portfolio and Table 7 presents contractual  investment  maturities.  As
mentioned earlier,  Whitney has built its investment in securities classified as
available for sale in recent years and,  effective 2001,  reclassified in excess
of  $500  million  of its  portfolio  of  securities  held to  maturity  to this
category. These actions further increased liquidity management flexibility.

         Cash generated from operations is another  important source of funds to
meet  liquidity  needs.  The  consolidated  statements  of  cash  flows  present
operating cash flows and summarize all significant sources and uses of funds for
each year in the three-year period ended December 31, 2002.

         The Bank's  liquidity  position had grown  throughout  2001  reflecting
strong  deposit  inflows,  moderate loan demand,  and an attractive  refinancing
environment.  Conditions  supported  ample  liquidity again in 2002, and Whitney
made investment  allocation  decisions and developed deposit pricing  strategies
consistent with management's assessment of the underlying conditions. The higher
level of  liquidity  in the past two years  will  likely  return to more  normal
levels with increased economic  activity,  a return to confidence in the capital
markets and rising market interest rates.

         Whitney Holding  Corporation had approximately $128 million in cash and
demand notes from the Bank  available  to provide  liquidity  for  acquisitions,
dividend  payments to shareholders,  or other corporate uses at the end of 2002,
before consideration of any future dividends that may be received from the Bank.
Because the Bank has received approval to pay the Company dividends above limits
set by statutory and  regulatory  provisions,  the Bank will be required to seek
continuing  approval  to  declare  future  dividends  to the  Company  until  it
reestablishes dividend capacity under those provisions.

         The Bank had  approximately  $1.5 billion in unfunded loan commitments,
excluding  personal credit lines,  outstanding at December 31, 2002, an increase
of $227 million from 2001's year end. Note 14 details  these and other  unfunded
commitments  at December 31, 2002 and 2001.  Because loan  commitments  may, and
many times do, expire without being drawn upon,  unfunded balances should not be
used as a projection of actual future liquidity requirements.

                                       16
<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.  Table 11 shows the
Company's static gap position as of December 31, 2002.

         Table 11 indicates that Whitney is somewhat liability  sensitive in the
very near term and somewhat asset  sensitive  over a one-year time horizon.  Gap
analysis has several limitations,  including the fact that it is a point-in-time
measurement  that  ignores  the  dynamic  nature  of the  Company's  assets  and
liabilities, and it does not take into consideration actions that management can
and will take to maximize  net interest  income over time. A more  sophisticated
tool used by the Company to evaluate and manage its interest rate sensitivity is
a net  interest  income  simulation  model,  which tests the Bank's  reaction to
various  economic  environments.  The model is able to incorporate  management's
assumptions and expectations  regarding such factors as loan and deposit growth,
pricing,  prepayment speeds and spreads between interest rates.  Assumptions can
also be entered  into the model to  evaluate  the impact of  possible  strategic
responses to changes in the competitive environment.

<TABLE>
<CAPTION>
TABLE 11.  INTEREST RATE SENSITIVITY
--------------------------------------------------------------------------------------------------------------------
                                                     By Maturity or Repricing Dates at December 31, 2002
--------------------------------------------------------------------------------------------------------------------
                                                                                                    Non-
                                              0-30      31-90      91-180    181-365     After    interest-
(dollars in millions)                         Days       Days       Days       Days      1 Year    bearing    Total
--------------------------------------------------------------------------------------------------------------------
ASSETS
<S>                                          <C>         <C>         <C>        <C>      <C>      <C>        <C>
Loans                                        $2,278      $ 363       $330       $420     $1,064    $    -    $4,455
Securities available for sale                   112        146        185        323      1,008         -     1,774
Securities held to maturity                       -          6          4         45        147         -       202
Loans held for sale and other
   short-term investments                        70          -          -          -          -         -        70
Other assets                                      -          -          -          -          -       597       597
--------------------------------------------------------------------------------------------------------------------
     Total assets                             2,460        515        519        788      2,219       597     7,098
--------------------------------------------------------------------------------------------------------------------
SOURCES OF FUNDS
NOW account deposits                            699          -          -          -          -         -       699
Money market deposits                         1,347          -          -          -          -         -     1,347
Savings deposits                                 14          -          -          -        514         -       528
Other time deposits                              76        166        211        254        133         -       840
Time deposits $100,000 and over                 254        118        125        128         51         -       676
Short-term borrowings                           454          -          -          -          -         -       454
Noninterest-bearing demand deposits               -          -          -          -          -     1,693     1,693
Other liabilities                                 -          -          -          -          -        61        61
Shareholders' equity                              -          -          -          -          -       800       800
--------------------------------------------------------------------------------------------------------------------
     Total sources of funds                   2,844        284        336        382        698     2,554     7,098
--------------------------------------------------------------------------------------------------------------------
Interest rate sensitivity gap                $ (384)     $ 231       $183       $406     $1,521   $(1,957)
Cumulative interest rate sensitivity gap     $ (384)     $(153)      $ 30       $436     $1,957   $     -
Cumulative interest rate sensitivity
  gap as a percentage of total
  earning assets                              (5.91)%    (2.35)%      .46%      6.71%     30.10%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

         As part of its regular formal  asset/liability  management  process,  a
base case  simulation  is run that uses current  growth  forecasts and assumes a
stable rate  environment and structure.  When the base case simulation as of the
end of 2002 was subjected to parallel up and down  instantaneous  rate shocks of
100 basis points, the model
                                       17
<PAGE>
showed an annual impact on Whitney's  2003 net interest  income (TE) relative to
the base case that ranged from a positive  $13  million,  or 4.3%,  at 100 basis
points up to a negative $15  million,  or 4.9%,  at 100 basis  points down.  The
comparable  simulation run at year-end 2001 produced  results that ranged from a
positive  impact on net  interest  income  (TE) of $10  million,  or 3.3%,  to a
negative  impact of $6  million,  or 2.2%.  At the end of each year,  additional
simulations were run applying instantaneous parallel rate shocks up to 300 basis
points as well as gradual rate changes of up to 200 basis points.  In the recent
rate  environment,   certain  downward  rate  shocks  caused  unrealistic  model
assumptions,  and the results from these simulation runs were  disregarded.  The
results of other  simulations  showed that the Company's  sensitivity was within
acceptable limits, considering established internal guidelines.

         Like the gap analysis,  the net interest income  simulations at the end
of 2002 indicate that the Company is moderately  asset sensitive over a one-year
time  horizon.  The actual  impact of changing  interest  rates on net  interest
income,  however, is dependent on many factors.  These include Whitney's ability
to achieve growth in earning assets and maintain a desired mix of earning assets
and interest-bearing  liabilities,  the actual timing of repricing of assets and
liabilities,  the magnitude of interest rate changes,  interest rate spreads and
the level of success of asset/liability management strategies implemented.

         The method used for  measuring  longer-term  interest  rate risk is the
economic value of equity analysis.  At year-end 2002, the Company's  sensitivity
was acceptable under internal  guidelines at all levels of rate shock simulation
that produced realistic results.

         Changes  in  interest   rates  affect  the  fair  values  of  financial
instruments.  The earlier section on Investment in Securities and Notes 4 and 15
to the consolidated  financial  statements  contain  information  regarding fair
values.

IMPACT OF INFLATION AND CHANGING PRICES
         The great majority of assets and liabilities of a financial institution
are  monetary in nature.  Management  believes  the most  significant  potential
impact of inflationary or  deflationary  economic cycles on Whitney's  financial
results is its ability to react to changes in interest rates.  Interest rates do
not, however,  necessarily move in the same direction, or at the same magnitude,
as the prices of goods and services.  As discussed  above,  the Company  employs
asset/liability  management strategies in its attempt to minimize the effects of
economic cycles on its net interest income.

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

RESULTS OF OPERATIONS

NET INTEREST INCOME
         Net interest income (TE) increased 5%, or $15.0 million, in 2002, on 3%
growth in average earning assets. This followed a 4%, or $12.0 million, increase
in 2001 over 2000,  when earning assets grew 9%. As discussed  earlier,  Whitney
has been moderately asset sensitive throughout 2002 and 2001, which implies that
it would  experience some  compression in its net interest margin in a declining
rate environment, holding other factors constant. The net interest margin is net
interest income (TE) as a percent of average earning assets.  Margin compression
did occur in 2001,  when there was a decrease of 21 basis  points to 4.52%,  but
this  decline was well below what would have been  expected  based solely on the
steep reduction in market rates during 2001. Pressure on the margin continued in
2002, but Whitney was able to add 10 basis points to the margin during the year,
to 4.62%, in large part through pricing discipline on loans,  careful deployment
of excess  liquidity  between  the  investment  portfolio  and  short-term  cash
management investments,  and the implementation of successful pricing strategies
on deposits. The margin improvement in 2002 came as a 129 basis point decline in
the yield  (TE) on  earning  assets  was more than  offset by a 139 basis  point
decrease in the cost of funding  these assets.  Between 2000 and 2001,  however,


                                       18

<PAGE>
the 86 basis point decrease in the earning asset yield  was not fully matched by
a 65 basis  point  decrease  in the  cost of  funds.  Tables  12 and 13 show the
factors  contributing  to these  changes and the  components  of these  changes.
Maintaining the net interest  margin at current levels and generating  growth in
net interest  income during a period of continued low interest  rates,  economic
uncertainty and limited earning asset growth cannot be assured.

         In both 2002 and 2001,  the  earning  asset  mix has been  impacted  by
restrained  loan  demand and higher  demand for  deposit  products,  among other
factors.  Together  these  factors  provided a surge in liquidity to the earning
asset mix in 2001 that has continued into 2002.  Short-term  investments grew to
4% of average earning assets in 2001, from less than 1% in 2000, and remained on
average  at the  higher  level in 2002.  Over the same  period,  average  loans,
including loans held for sale, declined as a percentage of earning assets to 68%
in 2002, from 72% in 2001 and a high for recent years of 73% in 2000. Management
gradually  directed more of the  liquidity  from loan  reductions  and sustained
deposit demand to the investment  portfolio,  which  increased to 28% of earning
assets in 2002 from 24% in 2001. At year-end 2002, the investment  portfolio had
grown to 30% of earning assets,  while  short-term  investments had decreased to
less than 1%.

         Market rates were  relatively  stable  during  2002,  after a steep and
steady  decline  throughout  2001.  The  average  prime  rate  during  2002  was
approximately  220 basis  points  lower than in 2001 and 450 basis  points below
2000. Fixed rate components of the loan portfolio and discipline in loan pricing
in the face of restrained  demand and  heightened  competition  helped limit the
decrease  in the loan  portfolio  yield (TE) to 137 basis  points in 2002 and 90
basis points in 2001.  The average rate earned on the  predominantly  fixed-rate
investment  portfolio  decreased  78 basis  points in 2002 and was down 25 basis
points in 2001 compared to the prior year. Low market rates have stimulated home
mortgage  refinancing  activity and accelerated  prepayments on  mortgage-backed
securities,  as was  particularly  evident in 2002.  This has offset some of the
benefit to the portfolio return from the fixed-rate  structure of the investment
portfolio.

         Sustained higher demand for deposit products and the  implementation of
deposit pricing  strategies had a favorable impact on the mix of funding sources
in 2002. The percentage of average earning assets funded by  noninterest-bearing
sources  rose to 29%,  from 27% in 2001,  with a healthy  25% in the most recent
period representing  noninterest-bearing deposits.  Noninterest-bearing deposits
funded  23% of  earning  assets in 2001.  Lower-cost  interest-bearing  deposits
supported  39% of  earning  assets  in 2002,  up from  34% in 2001.  Higher-cost
sources of funds, which include time deposits and short-term borrowings, fell to
32% of average  earning  assets in 2002,  from close to 40% in 2001.  Total time
deposits  decreased  18% on average in response to  steadily  declining  renewal
rates,  shifting in part to lower-cost products.  Average short-term  borrowings
were 14% lower than in 2001.

         Although  money  market  rates became  relatively  stable in 2002,  the
maturity  structure  of time  deposits  was such that  their cost  continued  to
decline  throughout the year. The average rate on time deposits for 2002 was 245
basis  points  below the rate for 2001,  and  stood at 2.05% at  year-end  2002,
approximately  150 basis  points  below the rate at the end of 2001.  At current
market  conditions,  time  deposit  maturities  should lead to some further cost
reductions in the near term.

         An improved mix of funding  sources  also  benefited  2001.  Funds from
noninterest-bearing  sources  totaled  27% of  average  earnings  assets in 2001
compared  to 26% in 2000,  with 23% from  noninterest-bearing  deposits  in each
period.  The impact of increased  customer liquidity and demand for deposits was
most evident in the reduction in the percentage of higher-cost  funds to average
earning  assets from 42% in 2000 to 39% in 2001.  During 2000,  Whitney had made
increased  use of  wholesale  funding  sources to  leverage  loan growth in that
period and had responded to what then were rising  short-term  market rates with
competitively  structured  time-deposit  products. In response to falling market
rates, the average cost of total interest-bearing liabilities decreased 85 basis
points in 2001,  including  the impact of a 246 basis  point drop in the cost of
short-term  borrowings.  As would be expected,  however,  the cost of fixed-rate
time deposits in 2001  responded  more slowly and was only 44 basis points below
2000 on average.

                                       19
<PAGE>
<TABLE>
<CAPTION>

TABLE 12.  SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (TE) (a) AND INTEREST RATES
------------------------------------------------------------------------------------------------------------------------------------
                                                      2002                           2001                            2000
------------------------------------------------------------------------------------------------------------------------------------
                                       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)(b),(c)                     $4,393,266    $274,979  6.26%  $4,515,740    $344,613   7.63%   $4,235,562   $361,345   8.53%
------------------------------------------------------------------------------------------------------------------------------------

Mortgage-backed securities             1,023,277      55,243  5.40      684,934      41,070   6.00       489,073     30,144   6.16
U.S. agency securities                   433,554      21,723  5.01      530,411      31,372   5.91       636,052     38,882   6.11
Obligations of states and political
  subdivisions (TE)                      152,052      10,527  6.92      165,809      11,894   7.17       202,598     15,152   7.48
U.S. Treasury securities                 152,349       6,160  4.04      104,670       6,215   5.94       122,018      7,438   6.10
Other securities                          54,984       2,432  4.42       39,430       2,015   5.11        28,868      1,853   6.42
------------------------------------------------------------------------------------------------------------------------------------
    Total investment in securities     1,816,216      96,085  5.29    1,525,254      92,566   6.07     1,478,609     93,469   6.32
------------------------------------------------------------------------------------------------------------------------------------

Federal funds sold and
  short-term investments                 283,309       4,771  1.68      262,451       9,331   3.56        57,085      3,543   6.21
------------------------------------------------------------------------------------------------------------------------------------
    Total earning assets               6,492,791    $375,835  5.79%   6,303,445    $446,510   7.08%    5,771,256   $458,357   7.94%
------------------------------------------------------------------------------------------------------------------------------------

NONEARNING ASSETS
Other assets                             595,445                        592,469                          565,213
Allowance for loan losses                (71,561)                       (64,350)                         (54,425)
------------------------------------------------------------------------------------------------------------------------------------
    Total assets                      $7,016,675                     $6,831,564                       $6,282,044
------------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND
    SHAREHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
NOW account deposits                  $  690,011    $  5,508   .80%  $  598,973    $  7,727   1.29%   $  543,424   $  8,086   1.49%
Money market deposits                  1,321,729      19,152  1.45    1,065,027      30,655   2.88       820,393     33,638   4.10
Savings deposits                         515,878       4,014   .78      463,583       7,055   1.52       458,717      9,281   2.02
Other time deposits                      913,492      26,315  2.88    1,114,207      58,772   5.27       993,948     53,294   5.36
Time deposits $100,000 and over          707,715      16,868  2.38      858,895      42,006   4.89       768,605     44,587   5.80
------------------------------------------------------------------------------------------------------------------------------------
    Total interest-bearing deposits    4,148,825      71,857  1.73    4,100,685     146,215   3.57     3,585,087    148,886   4.15
------------------------------------------------------------------------------------------------------------------------------------

Short-term borrowings                    441,777       3,844   .87      515,152      15,134   2.94       672,118     36,295   5.40
------------------------------------------------------------------------------------------------------------------------------------
    Total interest-bearing
      liabilities                      4,590,602    $ 75,701  1.65%   4,615,837    $161,349   3.50%    4,257,205   $185,181   4.35%
------------------------------------------------------------------------------------------------------------------------------------

NONINTEREST-BEARING
    LIABILITIES AND
    SHAREHOLDERS' EQUITY
Demand deposits                        1,601,316                      1,447,871                        1,342,127
Other liabilities                         64,032                         69,757                           59,898
Shareholders' equity                     760,725                        698,099                          622,814
------------------------------------------------------------------------------------------------------------------------------------
    Total liabilities and
       shareholders' equity           $7,016,675                     $6,831,564                       $6,282,044
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
Net interest income and margin(TE)                  $300,134  4.62%                $285,161   4.52%                $273,176   4.73%
Net earning assets and spread         $1,902,189              4.14%  $1,687,608               3.58%   $1,514,051              3.59%
Interest cost of funding
    earnings assets                                           1.17%                           2.56%                           3.21%
------------------------------------------------------------------------------------------------------------------------------------
<FN>
(a) Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
(b) Includes loans held for sale.
(c) Average balance includes nonaccruing loans of $37,152, $27,492 and $21,358, respectively, in 2002, 2001 and 2000.
</FN>
</TABLE>


                                       20

<PAGE>
<TABLE>
<CAPTION>
TABLE 13.  SUMMARY OF CHANGES IN NET INTEREST INCOME (TE) (a), (b)
-------------------------------------------------------------------------------------------------------------
                                              2002 Compared to 2001              2001 Compared to 2000
-------------------------------------------------------------------------------------------------------------
                                                   Due to                            Due to
                                                 Change in        Total            Change in         Total
                                           --------------------  Increase      -------------------  Increase
(dollars in thousands)                      Volume       Rate   (Decrease)      Volume       Rate  (Decrease)
-------------------------------------------------------------------------------------------------------------

INTEREST INCOME (TE)
<S>                                        <C>        <C>        <C>           <C>       <C>       <C>
     Loans (TE)                            $(9,126)   $(60,508)  $(69,634)     $22,931   $(39,663) $ (16,732)
-------------------------------------------------------------------------------------------------------------

     Mortgage-backed securities             18,605      (4,432)    14,173       11,765       (839)    10,926
     U.S. agency securities                 (5,252)     (4,397)    (9,649)      (6,283)    (1,227)    (7,510)
     Obligations of states and political
        subdivisions (TE)                     (963)       (404)    (1,367)      (2,660)      (598)    (3,258)
     U.S. Treasury securities                2,300      (2,355)       (55)      (1,034)      (189)    (1,223)
     Other securities                          715        (298)       417          589       (427)       162
-------------------------------------------------------------------------------------------------------------
         Total investment in securities     15,405     (11,886)     3,519        2,377     (3,280)      (903)
-------------------------------------------------------------------------------------------------------------

     Federal funds sold and
         short-term investments                690      (5,250)    (4,560)       7,879     (2,091)     5,788
-------------------------------------------------------------------------------------------------------------
         Total interest income (TE)          6,969     (77,644)   (70,675)      33,187    (45,034)   (11,847)
-------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE
     NOW account deposits                    1,047      (3,266)    (2,219)         779     (1,138)      (359)
     Money market deposits                   6,190     (17,693)   (11,503)       8,536    (11,519)    (2,983)
     Savings deposits                          723      (3,764)    (3,041)          97     (2,323)    (2,226)
     Other time deposits                    (9,222)    (23,235)   (32,457)       6,356       (878)     5,478
     Time deposits $100,000 and over        (6,425)    (18,713)   (25,138)       4,886     (7,467)    (2,581)
-------------------------------------------------------------------------------------------------------------
         Total interest-bearing deposits    (7,687)    (66,671)   (74,358)      20,654    (23,325)    (2,671)
-------------------------------------------------------------------------------------------------------------

     Short-term borrowings                  (1,900)     (9,390)   (11,290)      (7,167)   (13,994)   (21,161)
-------------------------------------------------------------------------------------------------------------
         Total interest expense             (9,587)    (76,061)   (85,648)      13,487    (37,319)   (23,832)
-------------------------------------------------------------------------------------------------------------
         Change in net interest income (TE)$16,556    $ (1,583)   $14,973      $19,700   $ (7,715) $  11,985
-------------------------------------------------------------------------------------------------------------
<FN>
(a) Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
(b) The change in interest shown as due to changes in either volume or rate includes an allocation of the
    amount that reflects the interaction of volume and rate changes. This allocation is based on the absolute
    dollar amounts of change due solely to changes in volume or rate.
</FN>
</TABLE>
                                       21


<PAGE>
PROVISION FOR LOAN LOSSES
         The  overall  credit  risk  profile of  Whitney's  customers  increased
moderately in both 2001 and 2000. As would be expected,  net charge-offs rose in
the subsequent  periods,  to $12.1 million in 2002 and $9.4 million in 2001 from
$1.6 million in 2000.  Improvements in overall credit risk in 2002 led to a $5.5
million  reduction in the level of the  allowance  for loan losses from year-end
2001 and helped lower the provision for the year.  Whitney provided $7.5 million
for loan losses in 2002,  compared to $19.5 million in 2001 and $12.7 million in
2000.

         For a more  detailed  discussion  of changes in the  allowance for loan
losses, nonperforming assets and general credit quality, see the earlier section
on Loans and  Allowance  for Loan Losses.  The future level of the allowance and
provisions  for loan losses will  reflect  management's  ongoing  evaluation  of
credit risk, based on established internal policies and practices.

NONINTEREST INCOME
         Table 14 shows the  components of  noninterest  income for each year in
the three-year  period ended December 31, 2002,  along with the percent  changes
between  years  for  each  component.   Noninterest   income  before  securities
transactions  decreased 7%, or $6.3 million,  in 2002 after  increasing  23%, or
$16.8 million,  in 2001.  Excluding  revenue and gains  associated with merchant
processing  agreements that were sold in 2001, as discussed  below,  noninterest
income grew 5%, or $4.2 million,  in 2002, and was up 25%, or $15.9 million,  in
2001.

<TABLE>
<CAPTION>
TABLE 14.  NONINTEREST INCOME
-----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                     2002       % change     2001       % change     2000
-----------------------------------------------------------------------------------------------------------------
<S>                                                      <C>             <C>     <C>             <C>     <C>
Service charges on deposit accounts                      $38,327         8.7%    $35,275         16.4%   $30,312
Credit card income                                         8,219       (41.3)     14,002         (8.8)    15,349
Trust service fees                                         8,814        (6.1)      9,384          1.9      9,206
Secondary mortgage market operations                       9,045        19.4       7,575        257.6      2,118
ATM fees                                                   4,861        13.5       4,281          4.7      4,089
Investment services income                                 4,257         9.0       3,906         45.7      2,681
Other fees and charges                                     6,047        41.1       4,285          8.2      3,959
Other operating income                                     2,993       (15.2)      3,529         (4.3)     3,689
Net gain on sales and other
   revenue from foreclosed assets                          1,714       (12.7)      1,963         14.5      1,714
Net gains on disposals of surplus property                   497       (84.8)      3,274        184.0      1,153
Gain on sale of merchant processing agreements                 -          (a)      3,570           (a)         -
-----------------------------------------------------------------------------------------------------------------
Total noninterest income before
  securities transactions                                 84,774        (6.9)     91,044         22.6     74,270
Securities transactions                                      411       149.1         165        (80.6)       850
-----------------------------------------------------------------------------------------------------------------
Total noninterest income                                 $85,185        (6.6)%   $91,209         21.4%   $75,120
-----------------------------------------------------------------------------------------------------------------
(a) Not meaningful.
</TABLE>

         Income from service charges on deposit  accounts  increased 9%, or $3.1
million,  in 2002,  after an  increase of 16%, or $5.0  million,  in 2001.  Both
periods  benefited  from  refinements to pricing  policies for certain  business
accounts  that the Company  implemented  during the second  quarter of 2001.  In
addition,  as short-term market interest rates declined sharply in 2001, Whitney
appropriately  lowered  the  earnings  credit  allowed  as an offset to  service
charges on these accounts,  and these lower rates prevailed throughout 2002. The
combined  impact helped increase  business  service fees by $2.6 million in 2002
and $3.2 million in 2001.  Both periods also  benefited  from the  introduction,
beginning in 2001's second quarter,  of automated tools to help banking officers
with certain  service fee  decisions and to measure  their  performance  against
corporate  standards.  The  integration  of  customers  acquired in mergers also
generated  additional fee income in both 2002 and 2001, as did underlying growth
in the customer deposit base.

                                       22
<PAGE>
         At the end of 2001's third  quarter,  Whitney  entered into an alliance
with a firm that  specializes in processing  credit card sale  transactions  for
merchants.  In  forming  this  alliance,  Whitney  sold  its  existing  merchant
processing  agreements to the firm and recognized a gain of $3.6 million,  while
maintaining  an  interest  in the ongoing  net  revenues  generated  through the
alliance.  With this move,  credit  card  income  decreased  a net 41%,  or $5.8
million,  in 2002, and 9%, or $1.3 million in 2001. The corresponding  reduction
in credit  card  processing  expense  is  discussed  in the  following  section.
Excluding revenues  associated with merchant  processing in all periods,  credit
card income rose 18%, or $1.2 million,  in 2002, and was up 26%, or $1.4 million
in 2001. In addition to income from merchant processing services,  this category
has included  fees from  activity on  Bank-issued  credit and debit  cards.  Fee
income from debit card activity has made an increasingly  important contribution
in recent years as the Company expanded the distribution of this product and saw
increasing acceptance and use of these cards for retail transactions. Debit card
fee income was up 26%, or $1.0 million in 2002, on a 25% increase in transaction
volume and a 19% increase in the cardholder base. This followed income growth of
42%,  or $1.2  million,  in 2001 when  transaction  volume rose 37% and the base
increased 34%. Fee income from credit card activity grew 7% in 2002,  consistent
with the growth in transaction volume, and was up 14% in 2001.

         Secondary  mortgage  market  operations  posted a 19%, or $1.5 million,
increase in fee income in 2002. In 2001, this income category had increased $5.5
million to a level over three times that in 2000.  Late in the third  quarter of
2000,  the Company began to shift away from retaining new  residential  mortgage
loans for the  portfolio.  In addition,  favorable  market rates and an expanded
sales force generated strong  origination  volumes  throughout 2001 and again in
2002.  Refinancing  activity  accounted  for  approximately  65%  of  the  loans
originated in both 2002 and 2001.  Total production was $510 million in 2002 and
$461  million  in 2001,  both up sharply  from a total of $219  million in 2000.
Whitney sold  approximately  86% of this  production  in 2002 compared to 95% in
2001 and only 38% in 2000.

         Fees on letters of credit and  unused  loan  commitments  were the main
factors  behind the 41%,  or $1.8  million,  growth in other fees and charges in
2002.  Revenues from an agreement to outsource the Bank's  official  checks that
was implemented in the second half of 2002 also contributed to this improvement.

         Investment service income increased 9%, or $.4 million, in 2002, mainly
on the strength of annuity sales.  Increased demand for fixed income  securities
drove the 46%,  or $1.2  million,  increase  in this  income  category  in 2001,
offsetting  softness in retail  brokerage  activity  that was brought on by weak
equity markets.  The conditions  underlying these 2001 changes were also present
throughout much of 2002.

         Lower asset  values in the capital  markets  were an  important  factor
behind the 6%, or $.6 million,  decrease in trust service fees in 2002,  and the
limited  growth of only 2% in 2001. A modification  of fee  schedules,  however,
helped limit the negative impact from capital market weaknesses.

         The net gain on sales and other revenue from foreclosed assets includes
income from  grandfathered  assets that vary from year to year as  opportunities
for sales arise. Management evaluates its banking facilities on an ongoing basis
to identify possible  under-utilization and to determine the need for functional
improvements,  relocations or possible sales.  The net gains  recognized in each
period from these and other  dispositions of surplus banking  property are shown
in Table 14. The total for 2001  includes a gain of  approximately  $1.1 million
related to a property acquired through merger.

                                       23
<PAGE>
NONINTEREST EXPENSE
         Table 15 shows the components of  noninterest  expense with and without
merger-related  expenses for each year in the  three-year  period ended December
31,  2002,  along with the percent  changes  between  years for each  component.
Noninterest  expense  before  merger-related  expenses  decreased  1%,  or  $2.0
million,  in 2002 after a 5% increase in 2001.  Adjusting  for the impact of the
merchant business sale,  noninterest expense increased a moderate 2% in 2002 and
approximately 6% in 2001.

<TABLE>
<CAPTION>
TABLE 15.  NONINTEREST  EXPENSE
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                     2002       % change     2001        % change     2000
-------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>             <C>     <C>               <C>     <C>
Employee compensation                                    $107,021         5.0%   $101,937          6.4%    $95,838
Employee benefits                                          21,966        25.2      17,538         10.0      15,939
-------------------------------------------------------------------------------------------------------------------
  Total personnel expense                                 128,987         8.0     119,475          6.9     111,777
Equipment and data processing expense                      18,876       (13.4)     21,802         (6.6)     23,346
Net occupancy expense                                      19,907        (1.0)     20,102          5.2      19,115
Credit card processing services                             2,161       (73.4)      8,134        (21.4)     10,354
Telecommunication and postage                               8,281        (3.4)      8,571         (1.6)      8,714
Legal and professional services                             6,083        (5.8)      6,456          8.4       5,958
Amortization of intangibles                                 5,846       (21.3)      7,430         23.3       6,027
Ad valorem taxes                                            7,557         7.3       7,045          7.5       6,554
Security and other outsourced services                      8,127         4.3       7,792         14.1       6,830
Advertising                                                 4,769         7.3       4,443         26.3       3,519
Operating supplies                                          3,462       (19.8)      4,315          3.5       4,169
Deposit insurance and regulatory fees                       1,971         1.8       1,936         11.3       1,740
Miscellaneous operating losses                              1,429       (43.8)      2,544         46.4       1,738
Other operating expense                                    13,470         4.6      12,873          5.2      12,236
-------------------------------------------------------------------------------------------------------------------
Noninterest expense, before
  merger-related expenses                                 230,926         (.9)    232,918          4.9     222,077
Merger-related expenses                                         -          (a)      6,186           (a)      1,102
-------------------------------------------------------------------------------------------------------------------
Total noninterest expense                                $230,926        (3.4)%  $239,104          7.1%   $223,179
-------------------------------------------------------------------------------------------------------------------
(a) Not meaningful.
</TABLE>

         Total personnel expense increased 8%, or $9.5 million, in 2002, and was
up 7%, or $7.7 million, in 2001. Employee compensation rose 5%, or $5.1 million,
in 2002,  including  approximately $.4 million of nonrecurring  costs associated
with acquired  bank  personnel;  and employee  benefits  increased  25%, or $4.4
million.  Base salaries and the cost of various targeted employee  incentive pay
plans,  such  as for  mortgage  originators,  increased  4%,  or  $3.7  million,
including  the impact of recurring  costs of bank  operations  purchased in late
2001.  The  successful   integration  of  operations  and  employees  from  this
acquisition and continued  attention to efficient  management of human resources
helped the Company keep its average full-time equivalent staff level during 2002
essentially unchanged from 2001. An increase in stock-based compensation,  which
fluctuates  with  changes in Whitney's  stock price and  employee  participation
levels,  was the main factor in an overall  $1.6  million  increase in long-term
incentive plan expense.

         The  Company  provides  retirement  benefits  under a  defined  benefit
pension plan and a 401(k) savings plan. A weak performance by the investments in
the pension trust fund or a decline in market yields on fixed-income  securities
will cause the  actuarially-determined  periodic  pension expense to increase in
future periods,  holding other variables constant.  Each of these conditions was
present  in 2001 as well as at the end of 2002.  As a  result,  pension  expense
increased  $3.1  million  from  2001  to  2002,   accounting  for  approximately
three-quarters  of  the  overall  increase  in  employee  benefits  expense.  An
additional, though somewhat smaller, increase is expected for 2003. Whitney also
expects an increase in the cost of providing health benefits for 2003, following
an increase of 11%, or $.7 million, in 2002.

                                       24
<PAGE>

         In 2001, employee compensation rose 6%, or $6.1 million, while employee
benefits  increased  10%, or $1.6  million.  Base  salaries  and  incentive  pay
increased  6%, or $5.0  million,  including  $1.4  million  related  to the bank
operations  purchased  late in  2001.  Adjusting  for the  impact  of  purchased
operations,  the increase would have been  approximately 4%. Reductions in staff
levels  achieved  through the  integration of the operations of pooled  entities
acquired  in  early  2001  helped  limit  the  overall   increase.   Stock-based
compensation  again drove the increase in long-term  incentive  plan expense for
2001,  which was up $1.1  million.  Effective  for 2001,  Whitney  increased the
percentage of employee  401(k) plan savings that it matches.  The impact of this
change and an increase  in the cost of health  benefits  were the major  factors
behind the rise in employee benefits expense in that year.

         Equipment and data processing  expense was 13%, or $2.9 million,  lower
in 2002,  following a decrease of 7%, or $1.5 million, in 2001.  Continued close
control over capital expenditures,  for both new projects and the replacement of
fully-depreciated  assets,  has been the major factor that provided an offset to
costs  that have been  added  for  applications  to  support  expanded  customer
services and enhanced  management  tools and for purchased  operations.  Systems
integration activities completed in 2001 also produced savings. The Company does
not anticipate a further  decrease in equipment and data  processing  expense in
2003.

         Net occupancy  expense was little changed in 2002, after an increase of
5%,  or $1.0  million,  in 2001.  The  costs  added for  facilities  of  banking
operations  purchased  in late 2001 were offset by expense  reductions  in 2002,
mainly  with  respect to  depreciation  and  utilities.  Functional  improvement
projects at certain  facilities,  including the main office in New Orleans,  had
led to increased depreciation expense in 2001, and high energy prices early that
year had driven up the cost of  utilities.  The  elimination  of  under-utilized
facilities helped reduce  depreciation and other occupancy  expenses in 2002 and
limit the growth in occupancy expense in 2001 from purchased  operations and the
other factors mentioned above.

         The significant  reductions in credit card processing  services expense
in both  2002 and 2001 were  directly  related  to the  merchant  business  sale
discussed earlier.  Excluding  merchant  processing costs, this expense category
will vary mainly with changes in income from transactions on Bank-issued  credit
cards.

         Telecommunication and postage expense has been stable to slightly lower
over the last few years,  despite  postal rate  increases in both 2002 and 2001.
Over the last two years,  Whitney  renegotiated  its contract for mail services,
improved  internal  mail  operations,   and  restructured  its  data  and  voice
communication  contracts.  The  Company  has also noted some  trends in customer
transaction preferences that have reduced the cost of periodic mailings.

         The expense for legal and  professional  services  decreased 6% in 2002
after rising 8% in 2001. There had been a fairly sharp increase in legal expense
in 2001  that was  partly  the  result  of  services  used to form the  merchant
business  alliance.  With the rise in  nonperforming  loans in recent years,  as
shown above in Table 6, there also came  increased  demand for legal services to
support loan collection  efforts.  The impact was evident in both 2001 and 2002,
but the  recovery  of  some  relatively  significant  collection  costs  and the
resolution  of certain  corporate  matters  helped  reduce 2002 legal expense in
comparison to the prior year. The expense for consulting and other  professional
services was  relatively  stable  between 2002 and 2001, as the Company  pursued
initiatives that included implementing new on-line banking services,  developing
products and service protocols that better target different customer groups, and
evaluating overall  organizational  efficiency and  effectiveness.  The decrease
from 2000 to 2001 can be  traced in large  part to  consulting  services  in the
earlier period related to the Company's entry into the Houston, Texas market.

         Amortization  of purchased  intangibles  decreased $1.6 million in 2002
compared to 2001.  The $3.6  million  benefit from the  elimination  of goodwill
amortization   in  2002  was  partly  offset  by  amortization  of  the  deposit
relationship  intangible  purchased in the Northwest Bank  acquisition in 2001's
fourth quarter and  adjustments to the  amortization  schedule for certain other
purchased intangibles.  The business acquisitions in 2001 and 2000 accounted for
all of the increase in the  amortization  of intangibles in 2001.  Note 9 to the
consolidated  financial  statements  presents pro forma  information to show the
impact  elimination of goodwill  amortization has on net


                                       25
<PAGE>
income and earnings per share. Scheduled amortization of intangible assets other
than goodwill in 2003 is $5.3 million.

         The expense for security and other outsourced  services increased 4% in
2002 after  rising 14% in 2001.  The 2001  increase  reflected in large part the
extension of existing service arrangements to acquired operations.

         Toward the end of 2000,  Whitney  launched a multi-faceted  advertising
campaign featuring a Louisiana-based  celebrity  spokesperson.  Costs associated
with this campaign,  which continued throughout 2002, contributed to the 26%, or
$.9 million, increase in advertising expense in 2001.

         The favorable impact of ongoing expense control efforts in recent years
is evident in the stationery and supplies  expense  category which decreased 20%
in 2002,  following a moderate 4% increase in 2001. The success of these efforts
also factored into the moderate growth in other  operating  expense in both 2002
and 2001.

         The Bank  has  been  assessed  at  relatively  low  rates  for  deposit
insurance  premiums in recent  years,  reflecting  both the level of the deposit
insurance  funds in relation to required  levels and the favorable  overall risk
rating assigned to the Bank by its primary regulator. Growth in insured deposits
and higher  estimates of potential  insured  losses by the FDIC have lowered the
ratio  of  deposit  insurance  funds  to  insured  deposits  and  increased  the
likelihood that premium rates will go up.

         The Company and its acquired entities  recognize  various  nonrecurring
expenses  to  complete  merger   transactions  and  to  integrate  the  acquired
operations into the Whitney system. These merger-related expenses include change
in control  payments  and  severance  or retention  bonuses for  management  and
employees  of  a  merged  entity,  investment  banker  fees,  fees  for  various
professional   services  and  losses  on   cancellation  of  contracts  and  the
disposition  of  obsolete  and  redundant   facilities   and  equipment.   Total
merger-related expenses vary with each transaction.

INCOME TAXES
         Income tax expense was $46.7 million in 2002, $36.6 million in 2001 and
$33.5 million in 2000. The Company's effective tax rate was 32.9% in 2002, 32.6%
in 2001 and 31.5% in 2000. 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.  The increase  from 2000 to 2001
mainly  reflected the  termination of the Subchapter S election for  post-merger
earnings  from an acquired  bank's  operations,  as  discussed in Note 19 to the
consolidated   financial  statements.   In  connection  with  the  Subchapter  S
termination,   however,   Whitney  also  recorded  a  deferred  tax  benefit  of
approximately $1 million in 2001 that partly offset the impact of the taxability
of post-merger earnings.

         Louisiana-sourced  income of  commercial  banks is not subject to state
income taxes.  Rather,  banks in Louisiana pay a tax based on the value of their
capital stock in lieu of income and franchise  taxes, and these ad valorem taxes
are included in noninterest  expense.  This expense will fluctuate based in part
on the growth in the  Bank's  equity  and  earnings  and in part based on market
valuation trends for the banking industry.

         See Note 19 for additional  information on the Company's  effective tax
rates and the composition of changes in income tax expense for all periods.

FOURTH QUARTER RESULTS
         Whitney earned $.63 per share, or $25.1 million,  in the fourth quarter
of 2002, a 26% increase over earnings of $.50 per share,  or $19.8  million,  in
the fourth quarter of 2001.

         Selected highlights from the fourth quarter's results follow:

         o    Net interest  income (TE)  increased 1%, or $.8 million,  from the
              fourth  quarter  of  2001,  on the  strength  of an  improved  net
              interest  margin (TE) that  increased to 4.61%,  or 9 basis points
              above the year-

                                       26
<PAGE>
              earlier quarter. Earning assets decreased in total by less than 1%
              between  these  periods.  Although  sustained  lower  market rates
              reduced  both asset yields and funding  costs,  there was a deeper
              reduction in the cost of funds.  Funding costs, which decreased 85
              basis  points,  benefited  from a  shift  in the mix of  funds  to
              noninterest-bearing  and other lower-cost sources.  Changes in the
              earning  asset mix helped  moderate  the decline in overall  asset
              yields, which totaled 76 basis points. Loans remained a relatively
              steady   percentage  of  earning  assets  between  these  periods.
              Investment  securities  grew to 29% of earning  assets from 25% in
              the year-earlier period, with a comparable reduction in short-term
              liquidity investments.  The growth in investment securities, which
              generally carry fixed rates, was concentrated in  shorter-duration
              mortgage-backed issues.

         o    Noninterest  income, excluding securities transactions,  increased
              8%, or $1.6 million,  from the fourth quarter of 2001. Income from
              secondary  mortgage market operations rose 9%, or $.2 million,  as
              production  levels were again  bolstered  by a strong  refinancing
              market.  Expanded  distribution and use of bank-issued debit cards
              drove a 12%,  or $.2  million,  increase in the credit card income
              category. Other contributors to noninterest income growth included
              fees on letters of credit and unused loan commitments,  investment
              services income,  and revenue from the official check  outsourcing
              agreement,  all  of  which  increased  a  combined  $1.1  million.
              Difficult  capital market conditions were the main factor behind a
              6% decline  in trust  service  fees from  2001's  fourth  quarter.
              Service  charges  from  deposit  accounts  were also  lower in the
              fourth quarter of 2002 by less than 1%.

         o    Noninterest  expense  increased  2%, or  $1.3 million, from 2001's
              fourth  quarter.  A sharp increase in defined benefit pension plan
              expense was the main driver of a 12%, or $3.5 million, increase in
              total personnel expense from the fourth quarter of 2001.  Employee
              compensation  increased a more  moderate 5%, or $1.4  million,  in
              total, as base salaries and targeted  employee  incentive pay rose
              4%, aided in part by a 1% reduction in full-time  equivalent staff
              levels from year-end  2001.  Most other major  expense  categories
              showed  improvement from the fourth quarter of 2001. Close control
              over capital  expenditures has had a favorable impact on equipment
              and data processing expense,  which decreased 17%, or $.9 million,
              in 2002's fourth quarter.  Legal and  professional  fees were down
              $.8  million  from  the  fourth  quarter  of  2001,   when  system
              conversion  expenses were incurred related to a merger. The change
              in  accounting  for  goodwill led to a $.5 million net decrease in
              amortization of purchased intangibles compared to the year-earlier
              quarter.

         o    Improvements  in overall credit quality helped reduce the level of
              the  allowance  for loan  losses by $5.5  million  from the end of
              2001. The allowance  represented  1.48% of total loans at December
              31,  2002,  compared  to  1.59% a year  earlier.  Net  charge-offs
              totaled  $1.7  million  in the fourth  quarter  of 2002,  and $1.4
              million  in the  fourth  quarter  of 2001.  Whitney  provided  $.5
              million for loan losses in the fourth quarter of 2002, compared to
              $6.5 million in the final  quarter of 2001.  The provision in last
              year's fourth quarter  reflected  increased  customer credit risks
              arising  from,  among  other  factors,  a  weakening  economy  and
              heightened  uncertainty  in  the  aftermath  of the  September  11
              terrorist attacks.

         The Summary of Quarterly Financial  Information  appearing in Item 8 of
this Form 10-K and located on page 28 provides  selected  comparative  financial
information for each of the four quarters in 2002 and 2001.

Item 7a: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         The  information  required  for this item is  included  in the  section
entitled  Asset/Liability   Management  on  pages  17  and  18  of  Management's
Discussion  and Analysis of Financial  Condition and Results of Operations  that
appears in Item 7 of this Form 10-K.

                                       27
<PAGE>
<TABLE>
<CAPTION>
Item 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

SUMMARY OF QUARTERLY FINANCIAL INFORMATION (Unaudited)
-------------------------------------------------------------------------------------------------------
                                                                        2002 Quarters
-------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)          4th           3rd            2nd           1st
-------------------------------------------------------------------------------------------------------
<S>                                                  <C>           <C>            <C>          <C>
Net interest income                                  $73,463       $73,964        $75,174      $72,607
Net interest income (TE)                              74,758        75,162         76,381       73,833
Provision for loan losses                                500         1,500          2,500        3,000
Noninterest income (excluding securities
  transactions)                                       21,890        22,295         20,220       20,369
Securities transactions                                    -           (15)           426            -
Noninterest expense                                   57,946        58,230         57,773       56,977
Income tax expense                                    11,777        12,198         11,762       10,907
-------------------------------------------------------------------------------------------------------
Net income                                           $25,130       $24,316        $23,785      $22,092
-------------------------------------------------------------------------------------------------------
Average balances
    Total assets                                  $6,957,714    $6,883,963     $6,986,870   $7,242,746
    Earning assets                                 6,449,785     6,373,798      6,460,942    6,690,593
    Loans                                          4,417,449     4,326,383      4,344,882    4,400,375
    Deposits                                       5,660,729     5,634,831      5,757,493    5,951,971
    Shareholders' equity                             792,292       773,326        745,352      731,120
-------------------------------------------------------------------------------------------------------
Ratios
    Return on average assets                            1.43%         1.40%          1.37%        1.24%
    Return on average equity                           12.58         12.47          12.80        12.25
    Net interest margin                                 4.61          4.69           4.74         4.45
-------------------------------------------------------------------------------------------------------
Earnings per share
    Basic                                               $.63          $.61           $.60         $.56
    Diluted                                              .63           .60            .59          .55
Cash dividends per share                                 .30           .27            .27          .27
Trading data
    High closing price                                $34.27        $34.00         $38.52       $34.50
    Low closing price                                  29.46         28.09          30.51        29.13
    End-of-period closing price                        33.33         32.08          30.74        33.24
    Trading volume                                 5,774,008     5,078,531      8,115,882    2,958,102
-------------------------------------------------------------------------------------------------------
                                                                        2001 Quarters
-------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)           4th           3rd            2nd          1st
-------------------------------------------------------------------------------------------------------
Net interest income                                  $72,652       $70,939        $68,266      $67,939
Net interest income (TE)                              73,944        72,258         69,628       69,331
Provision for loan losses                              6,500         8,000          2,500        2,500
Noninterest income (excluding securities
  transactions)                                       20,282        25,002         21,816       23,944
Securities transactions                                   96             -             32           37
Noninterest expense                                   56,644        58,866         60,720       62,874
Income tax expense                                    10,090         9,719          8,792        7,980
-------------------------------------------------------------------------------------------------------
Net income                                           $19,796       $19,356        $18,102      $18,566
-------------------------------------------------------------------------------------------------------
Average balances
    Total assets                                  $7,034,722    $6,825,004     $6,813,065   $6,649,303
    Earning assets                                 6,503,952     6,306,997      6,290,430    6,108,016
    Loans                                          4,491,247     4,450,095      4,451,840    4,507,874
    Deposits                                       5,726,667     5,548,850      5,548,425    5,366,320
    Shareholders' equity                             725,826       702,134        689,272      674,556
-------------------------------------------------------------------------------------------------------
Ratios
    Return on average assets                            1.12%         1.13%          1.07%        1.13%
    Return on average equity                           10.82         10.94          10.53        11.16
    Net interest margin                                 4.52          4.56           4.43         4.58
-------------------------------------------------------------------------------------------------------
Earnings per share
    Basic                                               $.50          $.49           $.46         $.47
    Diluted                                              .49           .48            .46          .47
Cash dividends per share                                 .27           .25            .25          .25
Trading data
    High closing price                                $31.27        $32.56         $31.27       $27.58
    Low closing price                                  26.17         26.84          25.67        24.00
    End-of-period closing price                        29.23         28.67          31.27        26.38
    Trading volume                                 3,187,866     3,230,252      4,097,418    3,449,813
-------------------------------------------------------------------------------------------------------
<FN>
All closing prices represent closing sales prices as reported on The NASDAQ Stock Market.
Share and per share data give effect to the 3-for-2 stock split effective April 9, 2002.
</FN>
</TABLE>

                                       28
<PAGE>
<TABLE>
<CAPTION>
                                 WHITNEY HOLDING COPORATION AND SUBSIDIARIES
                                         CONSOLIDATED BALANCE SHEETS

                                                                                       December 31
-------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                           2002                 2001
-------------------------------------------------------------------------------------------------------------

ASSETS
<S>                                                                         <C>                  <C>
  Cash and due from financial institutions                                  $   326,124          $   271,512
  Federal funds sold and short-term investments                                   4,327              494,908
  Loans held for sale                                                            65,572               59,453
  Investment in securities
     Securities available for sale                                            1,773,591            1,440,527
     Securities held to maturity, fair values of $209,506
      and $195,712, respectively                                                202,107              191,813
-------------------------------------------------------------------------------------------------------------
        Total investment in securities                                        1,975,698            1,632,340
  Loans, net of unearned income                                               4,455,412            4,495,085
     Allowance for loan losses                                                  (66,115)             (71,633)
-------------------------------------------------------------------------------------------------------------
        Net loans                                                             4,389,297            4,423,452
-------------------------------------------------------------------------------------------------------------

  Bank premises and equipment                                                   151,620              167,419
  Goodwill                                                                       69,164               68,952
  Other intangible assets                                                        28,807               34,653
  Accrued interest receivable                                                    28,649               32,461
  Other assets                                                                   58,623               58,500
-------------------------------------------------------------------------------------------------------------
        Total assets                                                        $ 7,097,881          $ 7,243,650
-------------------------------------------------------------------------------------------------------------

LIABILITIES
  Noninterest-bearing demand deposits                                       $ 1,692,939          $ 1,634,258
  Interest-bearing deposits                                                   4,089,940            4,315,902
-------------------------------------------------------------------------------------------------------------
        Total deposits                                                        5,782,879            5,950,160
-------------------------------------------------------------------------------------------------------------

  Short-term borrowings                                                         453,415              511,517
  Accrued interest payable                                                        7,383               14,946
  Accrued expenses and other liabilities                                         53,721               49,139
-------------------------------------------------------------------------------------------------------------
        Total liabilities                                                     6,297,398            6,525,762
-------------------------------------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
  Common stock, no par value
    Authorized --100,000,000 shares
    Issued -- 40,067,783 and 39,667,248 shares, respectively                      2,800                2,800
  Capital surplus                                                               167,235              154,397
  Retained earnings                                                             607,235              556,241
  Accumulated other comprehensive income                                         30,104               10,104
  Treasury stock at cost                                                              -                    -
  Unearned restricted stock compensation                                         (6,891)              (5,654)
-------------------------------------------------------------------------------------------------------------
        Total shareholders' equity                                              800,483              717,888
-------------------------------------------------------------------------------------------------------------
        Total liabilities and shareholders' equity                          $ 7,097,881          $ 7,243,650
-------------------------------------------------------------------------------------------------------------
<FN>
The accompanying notes are an integral part of these financial statements.
Share data gives effect to the 3-for-2 stock split effective April 9, 2002.
</FN>

</TABLE>
                                       29


<PAGE>
<TABLE>
<CAPTION>
                           WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF INCOME

                                                                                  Years Ended December 31
---------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                                   2002        2001         2000
---------------------------------------------------------------------------------------------------------------

INTEREST INCOME
<S>                                                                         <C>         <C>          <C>
  Interest and fees on loans                                                $ 273,737   $ 343,397    $ 360,480
  Interest and dividends on investments
    Mortgage-backed securities                                                 55,243      41,070       30,144
    U.S. agency securities                                                     21,723      31,372       38,882
    Obligations of states and political subdivisions                            6,843       7,745        9,921
    U.S. Treasury securities                                                    6,160       6,215        7,438
    Other securities                                                            2,432       2,015        1,853
  Interest on federal funds sold and short-term investments                     4,771       9,331        3,543
---------------------------------------------------------------------------------------------------------------
    Total interest income                                                     370,909     441,145      452,261
---------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE
  Interest on deposits                                                         71,857     146,215      148,886
  Interest on short-term borrowings                                             3,844      15,134       36,295
---------------------------------------------------------------------------------------------------------------
    Total interest expense                                                     75,701     161,349      185,181
---------------------------------------------------------------------------------------------------------------

NET INTEREST INCOME                                                           295,208     279,796      267,080
PROVISION FOR LOAN LOSSES                                                       7,500      19,500       12,690
---------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                           287,708     260,296      254,390
---------------------------------------------------------------------------------------------------------------

NONINTEREST INCOME
  Service charges on deposit accounts                                          38,327      35,275       30,312
  Credit card income                                                            8,219      14,002       15,349
  Trust service fees                                                            8,814       9,384        9,206
  Secondary mortgage market operations                                          9,045       7,575        2,118
  Other noninterest income                                                     20,369      24,808       17,285
  Securities transactions                                                         411         165          850
---------------------------------------------------------------------------------------------------------------
    Total noninterest income                                                   85,185      91,209       75,120
---------------------------------------------------------------------------------------------------------------

NONINTEREST EXPENSE
  Employee compensation                                                       107,021     104,806       95,838
  Employee benefits                                                            21,966      17,604       15,939
---------------------------------------------------------------------------------------------------------------
    Total personnel expense                                                   128,987     122,410      111,777
  Equipment and data processing expense                                        18,876      23,040       23,346
  Net occupancy expense                                                        19,907      20,179       19,115
  Credit card processing services                                               2,161       8,134       10,354
  Telecommunication and postage                                                 8,281       8,582        8,714
  Legal and professional fees                                                   6,083       8,712        6,686
  Amortization of intangibles                                                   5,846       7,430        6,027
  Ad valorem taxes                                                              7,557       7,045        6,554
  Other noninterest expense                                                    33,228      33,572       30,606
---------------------------------------------------------------------------------------------------------------
    Total noninterest expense                                                 230,926     239,104      223,179
---------------------------------------------------------------------------------------------------------------

INCOME BEFORE INCOME TAXES                                                    141,967     112,401      106,331
INCOME TAX EXPENSE                                                             46,644      36,581       33,489
---------------------------------------------------------------------------------------------------------------
NET INCOME                                                                  $  95,323   $  75,820    $  72,842
---------------------------------------------------------------------------------------------------------------

EARNINGS PER SHARE
  Basic                                                                        $ 2.39      $ 1.92       $ 1.89
  Diluted                                                                        2.38        1.90         1.89
WEIGHTED-AVERAGE SHARES OUTSTANDING
  Basic                                                                    39,848,881  39,550,723   38,475,984
  Diluted                                                                  40,121,544  39,836,047   38,568,699
CASH DIVIDENDS PER SHARE                                                       $ 1.11      $ 1.03        $ .96
---------------------------------------------------------------------------------------------------------------
<FN>
The accompanying notes are an integral part of these financial statements.
Share and per share data give effect to the 3-for-2 stock split effective April 9, 2002.
</FN>
</TABLE>
                                       30

<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, 1999                           $2,800  $158,618   $484,830    $(5,293)   $(40,678)   $(4,073)   $596,204
---------------------------------------------------------------------------------------------------------------------------------

  Comprehensive income:
    Net income                                              -         -     72,842          -           -          -      72,842
    Other comprehensive income:
      Unrealized net holding gain on securities,
        net of reclassification adjustments and taxes       -         -          -      6,950           -          -       6,950
---------------------------------------------------------------------------------------------------------------------------------
  Total comprehensive income                                -         -     72,842      6,950           -          -      79,792
---------------------------------------------------------------------------------------------------------------------------------
  Cash dividends, $.96 per share                            -         -    (32,872)         -           -          -     (32,872)
  Cash dividends, pooled entities                           -         -     (3,580)         -           -          -      (3,580)
  Stock issued in purchase business combination             -      (344)         -          -      22,497          -      22,153
  Stock issued to dividend reinvestment and
     employee retirement plans                              -        46          -          -       3,034          -       3,080
  Long-term incentive plan stock activity:
     Restricted grants and related activity                 -       140          -          -         797       (243)        694
     Options exercised                                      -       (51)         -          -         240          -         189
  Directors' compensation plan stock activity               -         -          -          -         120          -         120
  Stock transactions, pooled entities                       -      (326)         -          -         310          -         (16)
---------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000                            2,800   158,083    521,220      1,657     (13,680)    (4,316)    665,764
---------------------------------------------------------------------------------------------------------------------------------

  Comprehensive income:
    Net income                                              -         -     75,820          -           -          -      75,820
    Other comprehensive income:
      Cumulative effect of accounting change                -         -          -     (4,175)          -          -      (4,175)
      Unrealized net holding gain on securities,
        net of reclassification adjustments and taxes       -         -          -     12,622           -          -      12,622
---------------------------------------------------------------------------------------------------------------------------------
  Total comprehensive income                                -         -     75,820      8,447           -          -      84,267
---------------------------------------------------------------------------------------------------------------------------------
  Cash dividends, $1.03 per share                           -         -    (40,597)         -           -          -     (40,597)
  Cash dividends, pooled entities                           -         -       (202)         -           -          -        (202)
  Stock issued to dividend reinvestment and
     employee retirement plans                              -     1,613          -          -       1,535          -       3,148
  Long-term incentive plan stock activity:
     Restricted grants and related activity                 -     5,273          -          -        (934)    (1,338)      3,001
     Options exercised                                      -     2,103          -          -           -          -       2,103
  Directors' compensation plan stock activity               -        42          -          -         101          -         143
  Treasury stock issued in pooling
     business combination                                   -   (12,978)         -          -      12,978          -           -
  Stock transactions, pooled entities                       -       261          -          -           -          -         261
---------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2001                            2,800   154,397    556,241     10,104           -     (5,654)    717,888
---------------------------------------------------------------------------------------------------------------------------------

  Comprehensive income:
    Net income                                              -         -     95,323          -           -          -      95,323
    Other comprehensive income:
      Unrealized net holding gain on securities,
        net of reclassification adjustments and taxes       -         -          -     20,000           -          -      20,000
---------------------------------------------------------------------------------------------------------------------------------
  Total comprehensive income                                -         -     95,323     20,000           -          -     115,323
---------------------------------------------------------------------------------------------------------------------------------
  Cash dividends, $1.11 per share                           -         -    (44,329)         -           -          -     (44,329)
  Stock issued to dividend reinvestment and
     employee retirement plans                              -     1,490          -          -           -          -       1,490
  Long-term incentive plan stock activity:
     Restricted grants and related activity                 -     4,451          -          -        (243)    (1,237)      2,971
     Options exercised                                      -     6,355          -          -          31          -       6,386
  Directors' compensation plan stock activity               -       255          -          -         212          -         467
  Stock transactions, pooled entities                       -       287          -          -           -          -         287
---------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2002                           $2,800  $167,235   $607,235   $ 30,104   $       -    $(6,891)   $800,483
---------------------------------------------------------------------------------------------------------------------------------
<FN>
The accompanying notes are an integral part of these financial statements.
Per share data gives effect to the 3-for-2 stock split effective April 9, 2002.
</FN>
</TABLE>

                                       31


<PAGE>
<TABLE>
<CAPTION>
                                     WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                     Years Ended December 31
-----------------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                           2002          2001          2000
-----------------------------------------------------------------------------------------------------------------------------------

OPERATING ACTIVITIES
<S>                                                                                           <C>           <C>           <C>
  Net income                                                                                  $ 95,323      $ 75,820      $ 72,842
  Adjustments to reconcile net income to net cash provided by operating activities:
      Depreciation and amortization of bank premises and equipment                              15,336        19,201        20,258
      Amortization of purchased intangibles                                                      5,846         7,430         6,027
      Restricted stock compensation earned                                                       4,951         3,758         2,307
      Premium amortization (discount accretion), net                                             4,338           302           497
      Provision for losses on loans and foreclosed assets                                        7,634        19,579        12,779
      Net gains on sales of foreclosed assets and surplus property                              (1,269)       (4,542)       (2,436)
      Net gains on sales of investment securities                                                 (411)         (165)         (850)
      Deferred tax benefit                                                                        (811)       (5,619)       (4,941)
      Net (increase) decrease in loans originated and held for sale                             21,342       (45,399)       (6,241)
      Increase (decrease) in accrued income taxes                                                 (744)        2,155           614
      (Increase) decrease in accrued interest receivable and prepaid expenses                    5,030        12,842        (8,209)
      Increase (decrease) in accrued interest payable and other accrued expenses                (6,777)       (7,168)       13,329
-----------------------------------------------------------------------------------------------------------------------------------
        Net cash provided by operating activities                                              149,788        78,194       105,976
-----------------------------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Proceeds from maturities of investment securities held to maturity                            40,710       206,034       173,789
  Purchases of investment securities held to maturity                                          (51,368)            -       (14,476)
  Proceeds from maturities of investment securities available for sale                         588,067       562,282        72,409
  Proceeds from sales of investment securities available for sale                               56,375       140,305         1,294
  Purchases of investment securities available for sale                                       (950,507)   (1,004,264)     (157,635)
  Net (increase) decrease in loans                                                              (5,356)      157,698      (565,448)
  Net (increase) decrease in federal funds sold and short-term investments                     490,581      (456,988)        4,389
  Proceeds from sales of foreclosed assets and surplus banking property                         10,915         8,078         7,055
  Purchases of bank premises and equipment                                                      (7,678)      (10,501)      (13,334)
  Net cash paid in business acquisitions                                                             -       (35,933)      (45,141)
  Other, net                                                                                    (3,768)       (1,080)       (2,646)
-----------------------------------------------------------------------------------------------------------------------------------
       Net cash provided by (used in) investing activities                                     167,971      (434,369)     (539,744)
-----------------------------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Net increase in transaction account and savings account deposits                             148,904       683,648        18,429
  Net increase (decrease) in time deposits                                                    (316,185)     (212,110)      408,153
  Net increase (decrease) in short-term borrowings                                             (58,102)      (82,421)       60,070
  Proceeds from issuance of common stock                                                         7,385         5,096         3,316
  Purchases of common stock                                                                     (2,256)         (847)       (1,705)
  Cash dividends                                                                               (42,893)      (38,800)      (35,486)
-----------------------------------------------------------------------------------------------------------------------------------
       Net cash provided by (used in) financing activities                                    (263,147)      354,566       452,777
-----------------------------------------------------------------------------------------------------------------------------------
       Increase (decrease) in cash and cash equivalents                                         54,612        (1,609)       19,009
       Cash and cash equivalents at beginning of year                                          271,512       273,121       254,112
-----------------------------------------------------------------------------------------------------------------------------------
       Cash and cash equivalents at end of year                                              $ 326,124     $ 271,512     $ 273,121
-----------------------------------------------------------------------------------------------------------------------------------

Cash received during the year for:
   Interest income                                                                           $ 374,721     $ 452,887     $ 445,411

Cash paid during the year for:
   Interest expense                                                                             83,264       169,895       176,006
   Income taxes                                                                                 46,600        39,842        36,992

Noncash investing activities:
   Loans transferred to held for sale                                                           27,461         2,927             -
   Foreclosed assets received in settlement of loans                                             4,707         1,249           983
-----------------------------------------------------------------------------------------------------------------------------------
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
</TABLE>
                                       32

<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1
NATURE OF BUSINESS
         Whitney  Holding  Corporation  is  a  Louisiana  bank  holding  company
headquartered  in New Orleans,  Louisiana.  Its principal  subsidiary is Whitney
National Bank (the Bank), which represents  virtually all its operations and net
income.

         The Bank, which has been in continuous operation since 1883, engages in
community banking in its market area stretching across the five-state Gulf Coast
region,  including southern Louisiana; the Houston, Texas metropolitan area; the
coastal region of Mississippi;  central and south Alabama;  and the panhandle of
Florida. The Bank, together with its wholly-owned subsidiary, Whitney Securities
L.L.C.,  offers  commercial and retail banking products and services,  including
trust products and investment  services,  to the customers in the communities it
serves.

NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT PRONOUNCEMENTS
         Whitney  Holding  Corporation  and its  subsidiaries  (the  Company  or
Whitney) follow  accounting and reporting  policies that conform with accounting
principles  generally  accepted  in the  United  States  of  America  and  those
generally  practiced 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 Whitney
Holding Corporation and its subsidiaries.  All significant intercompany balances
and transactions have been eliminated.  Whitney reports the balances and results
of operations  from business  combinations  accounted for as purchases  from the
respective dates of acquisition (see Note 3). Certain financial  information for
prior years has been reclassified to conform to the current year's presentation,
including the segregation of information relating to loans held for sale.

         In the first quarter of 2002, Whitney declared a three-for-two split of
its common stock that was  effective  on April 9, 2002.  All share and per share
data in this annual report give effect to this stock split.

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

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

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

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

                                       33
<PAGE>
         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,  net of tax, in other comprehensive
income and in accumulated other  comprehensive  income, a separate  component of
shareholders' equity.

         Interest  and  dividend  income  earned on  securities  either  held to
maturity or available  for sale are  recognized  in interest  income,  including
amortization of premiums and accretion of discounts  computed using the interest
method.  Realized  gains and losses on sales of these  securities  are  computed
based  upon  specifically  identified  amortized  cost  and  are  reported  as a
component of noninterest income.

Loans Held for Sale
         Loans  originated  for sale are  carried at the lower of either cost or
market  value.  At times,  management  may  decide to sell  loans  that were not
originated for that purpose.  These loans are reclassified as held for sale when
that  decision is made and also are carried at the lower of cost or market.  The
cost of such loans at  reclassification  is their carrying value, which includes
remaining  principal,  deferred fees or costs and the  applicable  allowance for
loan losses.

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 in a manner that  approximates a level rate of return on
recorded principal.

         Interest is no longer accrued on a loan when the borrower's  ability to
meet  contractual  payments is in doubt. For commercial and real estate loans, a
loan is placed on nonaccrual status generally when it is ninety days past due as
to principal or interest, and the loan is not otherwise both well secured and in
the  process of  collection.  When a loan is placed on  nonaccrual  status,  any
accrued but uncollected  interest is reversed against interest income.  Interest
payments on  nonaccrual  loans are used to reduce the  reported  loan  principal
under  the  cost  recovery  method  when  the  collectibility  of the  remaining
principal is not reasonably assured;  otherwise, such payments are recognized as
interest  income in the period in which they are received.  A loan on nonaccrual
status may be  reinstated  to accrual  status when full  payment of  contractual
principal and interest is expected and this  expectation is supported by current
sustained performance.

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

Allowance for Loan Losses
         The  allowance  for loan losses is  maintained  at a level that, in the
opinion of management,  is adequate to absorb  probable  losses  inherent in the
loan  portfolio as of the balance  sheet date.  The adequacy of the allowance is
evaluated  on  an  ongoing  basis.   Management  considers  various  sources  of
information  including  analyses  of specific  loans  reviewed  for  impairment,
statistics from the internal credit risk rating process,  reports on the payment
performance  of  portfolio  segments  not subject to  individual  risk  ratings,
historical loss experience and reports on general and local economic conditions.
Management  also forms a judgment  about the level of  accuracy  inherent in the
evaluation process.  Changes in management's  evaluation over time are reflected
in the provision for loan losses charged to operating expense.

         As actual  loan  losses are  incurred,  they are  charged  against  the
allowance. Subsequent recoveries are added back to the allowance when collected.

                                       34
<PAGE>
Bank Premises and Equipment
         Bank  premises  and  equipment  are carried at cost,  less  accumulated
depreciation.  Depreciation is 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.  Useful  lives range
principally from fifteen to thirty years for buildings and improvements and from
three to ten years for  furnishings  and equipment,  including  data  processing
equipment  and  software.  Additions to bank  premises and  equipment  and major
replacements or improvements are capitalized.

Foreclosed Assets and Surplus Property
         Collateral  acquired through  foreclosure or in settlement of loans and
surplus  property are reported  with other  assets in the  consolidated  balance
sheets.  With the  exception  of  grandfathered  property  interests,  which are
assigned a nominal  book value,  these  assets are  recorded at  estimated  fair
value,  less estimated  selling costs,  if this value is lower than the carrying
value of the  related  loan or property  asset.  The  initial  reduction  in the
carrying  amount  of a loan to the fair  value  of the  collateral  received  is
charged to the  allowance for 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.

Goodwill and Other Intangible Assets
         Whitney  has  recognized  intangible  assets  in  connection  with  its
purchase business combinations.  Identifiable  intangible assets acquired by the
Company have mainly represented the value of the deposit relationships purchased
in these  transactions.  Goodwill represents the purchase price premium over the
fair value of the net assets of an  acquired  business,  including  identifiable
intangible assets.

         Beginning in 2002, goodwill is no longer subject to amortization but is
subject to at least an annual  assessment for impairment,  unless interim events
or  circumstances  make it more  likely  than  not that an  impairment  loss has
occurred. Impairment is defined as the amount by which the implied fair value of
the goodwill  contained in any reporting  unit within a company is less than the
goodwill's  carrying  value.  The  Company  has  assigned  all  goodwill  to one
reporting  unit that  represents  Whitney's  overall  banking  operations.  This
reporting unit is the same as the operating  segment  identified  below, and its
operations   constitute   substantially   all  of  the  Company's   consolidated
operations. Impairment losses identified after a transition period that ended in
2002 would be charged to operating expense.

         Identifiable  intangible  assets  with  finite  lives  continue  to  be
amortized over the periods benefited and are evaluated for impairment similar to
other long-lived assets. If the useful life of an identifiable  intangible asset
is indefinite,  the recorded asset is not amortized but tested for impairment by
comparison to its estimated fair value.  Unidentifiable  intangibles  other than
goodwill that were recognized in certain earlier banking  industry  acquisitions
not  meeting  the  definition  of a business  combination  also  continue  to be
amortized in accordance with accounting guidance that existed at the acquisition
date.

Stock-Based Compensation
         At December 31, 2002, the Company had two incentive  compensation plans
that incorporate  stock-based  compensation,  as is more fully described in Note
12. Statement of Financial  Accounting Standards (SFAS) No. 123, "Accounting for
Stock-Based  Compensation,"  as  amended  by SFAS No.  148,  established  a fair
value-based method of accounting for stock-based  compensation.  As provided for
in SFAS No. 123,  however,  the Company elected to continue to follow Accounting
Principles Board Opinion (APB) No. 25 and related interpretations to measure and
recognize  stock-based   compensation  expense.  Under  this  Opinion,   Whitney
recognizes  no  compensation  expense  with  respect  to fixed  awards  of stock
options.  The Company grants options with an exercise price equal to the stock's
market price.  As such,  the options have no intrinsic  value on the award date,
which is also the measurement  date for compensation  expense.  The compensation
expense recognized under APB No. 25 for the Company's restricted stock grants is
the same as that determined under SFAS No. 123, as amended.

                                       35
<PAGE>
         The following  shows the effect on net income and earnings per share if
Whitney  had applied the fair value  recognition  provisions  of SFAS No. 123 to
measure and recognize stock-based compensation expense for all awards:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                                  2002          2001           2000
-----------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>           <C>            <C>
Net income                                                                  $95,323       $75,820        $72,842
Stock-based compensation expense included in reported net income,
     net of related tax effects                                               3,218         2,442          1,500
Stock-based compensation expense determined under fair value-based
     method for all awards, net of related tax effects                       (6,228)       (4,497)        (3,102)
-----------------------------------------------------------------------------------------------------------------
Pro forma net income                                                        $92,313       $73,765        $71,240
-----------------------------------------------------------------------------------------------------------------
Earnings per share:
     Basic - as reported                                                      $2.39         $1.92          $1.89
     Basic - pro forma                                                         2.32          1.87           1.85
     Diluted - as reported                                                     2.38          1.90           1.89
     Diluted - pro forma                                                       2.30          1.85           1.85
-----------------------------------------------------------------------------------------------------------------
Weighted-average fair value of options awarded during the year                $7.91         $6.40          $5.43
-----------------------------------------------------------------------------------------------------------------
</TABLE>

         The fair values of the stock  options  were  estimated  as of the grant
dates  using  the  Black-Sholes  option-pricing  model.  The  Company  made  the
following  significant  assumptions in applying the option-pricing model: (a) an
expected  annualized  volatility  for Whitney's  common stock of 25.25% in 2002,
24.17% in 2001,  and 23.43% in 2000;  (b) an average  option life of seven years
before  exercise;  (c) an expected annual dividend yield of 3.44% in 2002, 3.64%
in 2001, and 4.20% in 2000; and (d) a  weighted-average  risk-free interest rate
of 4.94% in 2002, 5.28% in 2001, and 6.30% in 2000.

Income Taxes
         The Company and its subsidiaries file a consolidated federal income tax
return.  Income taxes are accounted  for using the asset and  liability  method.
Under this method the expected tax  consequences of temporary  differences  that
arise between the tax bases of assets or liabilities and their reported  amounts
in the financial  statements  represent  either  deferred tax  liabilities to be
settled  in the  future  or  deferred  tax  assets  that will be  realized  as a
reduction of future taxes payable. Currently enacted tax rates and laws are used
to calculate the expected tax consequences. Valuation allowances are established
against  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.   Shares
outstanding  are adjusted for  restricted  shares issued to employees  under the
long-term incentive compensation plan and for certain shares that will be issued
under the directors'  compensation  plan. Diluted earnings per share is computed
using the weighted-average  number of shares outstanding increased by the number
of restricted shares in which employees would vest based on current  performance
and  by the  number  of  additional  shares  that  would  have  been  issued  if
potentially dilutive stock options were exercised,  each 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.

                                       36
<PAGE>
Operating Segment Disclosures
         Statement   of   Financial   Accounting   Standards   (SFAS)  No.  131,
"Disclosures   about  Segments  of  an  Enterprise  and  Related   Information,"
established  standards for  reporting  information  about a company's  operating
segments using a "management  approach."  Reportable  segments are identified in
this  statement  as  those  revenue-producing   components  for  which  separate
financial information is produced internally and which are subject to evaluation
by the chief operating  decision maker in deciding how to allocate  resources to
segments.  Consistent  with its stated  strategy  that is focused on providing a
consistent  package of community  banking  products  and  services  throughout a
coherent market area,  Whitney has identified its overall banking  operations as
its only reportable  segment.  Because the overall banking  operations  comprise
substantially   all  of  the  consolidated   operations,   no  separate  segment
disclosures are presented.

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

Recent Pronouncements
         In late 2002 and early 2003 the Financial  Accounting  Standards  Board
(FASB)  issued two  interpretations  of  existing  accounting  principles.  FASB
Interpretation  (FIN) No. 45  elaborated  on  disclosures  an entity should make
about its  obligations  under certain  guarantees and clarified that a guarantor
should  recognize  a  liability  for the fair  value of the  obligations  when a
guarantee is first issued.  The only  significant  guarantees  issued by Whitney
that are  subject  to the  guidance  in FIN No. 45 are its  standby  letters  or
credit. Note 14 provides information,  including the FIN No. 45 disclosures,  on
these and other  guarantees and  off-balance-sheet  financial  instruments.  The
requirement to recognize a liability is effective for those guarantees issued or
modified  beginning in 2003.  Based on the current  level and type of guarantees
issued,  this  requirement  should have no  significant  impact on the Company's
financial position or results of operations.

         FIN No. 46 was  issued  in  response  to  perceived  weaknesses  in the
accounting for  special-purpose  entities,  in particular the possibility that a
controlling   financial   interest  in  such  an  entity  might  not  result  in
consolidation  of the  entity  with the  holder of the  interest.  The  specific
entities to which FIN No. 46 refers are called "variable interest entities," and
the  interpretation  explains how to identify a variable interest entity and how
an  enterprise  should  assess its interest in such an entity to decide  whether
consolidation is appropriate. Whitney has no interests that would fall under the
guidance of FIN No. 46.

         SFAS No. 142,  "Goodwill  and Other  Intangible  Assets," was issued in
June 2001.  Under this  accounting  standard,  goodwill is no longer  amortized,
although  amortization  continued for existing goodwill through the end of 2001.
Beginning  in 2002,  goodwill  is subject to at least an annual  assessment  for
impairment.  In transitioning to the this new guidance, the Company was required
to assess  during 2002  whether  there was an  indication  that  goodwill in its
reporting unit was impaired at the date of adoption.  See Note 9 for the results
of  this  transitional  assessment.   Impairment  losses  identified  after  the
transition period are charged to operating expense.

         Under SFAS No.  142,  identifiable  intangible  assets that have finite
lives  continue  to be  amortized  over their  estimated  useful  lives to their
estimated  residual  values,  if  any.  They  are  reviewed  for  impairment  in
accordance  with SFAS No. 144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived Assets."

         When SFAS No. 142 was issued,  questions arose concerning the continued
appropriateness of the accounting for unidentifiable  intangible assets that had
been  recognized  in  certain   banking-industry   acquisitions  under  existing
accounting  principles.   SFAS  No.  147,  "Acquisitions  of  Certain  Financial
Institutions,"  which was  issued in  October  2002,  brought  all  acquisitions
completed  after  October  1,  2002,  except  for  transactions  between  mutual
enterprises,  under the guidance of SFAS No 141,  "Business  Combinations,"  and
SFAS  No.  142.   It  also   required   reclassification   to  goodwill  of  any
unidentifiable intangible asset that was acquired in a business combination.  If
an unidentifiable  intangible asset was recognized in the purchase of net assets
and activities  that did not constitute a business,  it was not  reclassified to
goodwill and continues to be amortized in accordance with the previous guidance.
Implementing SFAS

                                       37
<PAGE>

No. 147 did not impact Whitney's accounting for unidentifiable intangibles.

         SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and
Disclosure," was issued in December 2002, mainly to provide  alternative methods
of  transition  for  entities  that elect to change to the fair value  method of
accounting for stock-based  compensation  that was introduced with SFAS No. 123.
The standard  also  required  prominent  disclosure,  in both annual and interim
financial  information,  of how an  entity's  accounting  policy  decision  with
respect to  stock-based  compensation  impacts  reported  net income.  Whitney's
accounting  policy for stock-based  compensation  and its impact on reported net
income are discussed above in the section on Stock-Based Compensation.

NOTE 3
MERGERS AND ACQUISITIONS
         Whitney entered into no business combinations during 2002.  Information
about mergers and acquisitions in the two preceding years follows.

Purchase Transactions
         In October, 2001, Whitney purchased Redstone Financial, Inc. and one of
its  subsidiary  banks,  Northwest  Bank,  N.A., for cash of  approximately  $34
million.  Northwest  Bank had two offices in Houston,  Texas with  approximately
$170 million in total assets,  including $74 million in loans,  and $145 million
in deposits.  Applying  purchase  accounting  to this  transaction,  the Company
recorded  approximately  $25 million in  intangible  assets,  with $7.5  million
assigned to the value of deposit  relationships  with an eight-year life and the
remainder to goodwill.

         During 2000, Whitney completed two business acquisitions, both of which
were  accounted  for as purchases.  In  mid-February  2000,  Bank of Houston was
acquired  for cash of $58  million.  At  acquisition,  Bank of Houston  had $180
million in assets,  including $44 million in loans, and $142 million in deposits
at its two locations in the  metropolitan  Houston area. In early November 2000,
the Company purchased First Ascension  Bancorp,  Inc. and its subsidiary,  First
National Bank of Gonzales,  which had $90 million in total assets, including $60
million in loans,  and $77 million in deposits in four  locations  in  Ascension
Parish,  Louisiana.  The Company  issued  970,893 shares of common stock in this
transaction  that was valued at  approximately  $22 million.  Intangible  assets
acquired in these transactions totaled $59 million, with $12 million assigned to
the value of deposit  relationships with an estimated life of approximately nine
years and $47 million to goodwill.

         The  Company's  financial  statements  include the  results  from these
acquired operations since the respective acquisition dates. The pro forma impact
of these  acquisitions on Whitney's results of operations is insignificant.  All
acquired banking operations have been merged into Whitney National Bank.

Poolings of Interests
         In January 2001, Whitney completed two acquisitions that were accounted
for as poolings of interests:  American Bank in Houston,  Texas  (American)  and
Prattville Financial Services Corporation (PFSC), whose principal subsidiary was
Bank of  Prattville.  American had five  locations in the Houston area with $275
million in total  assets and $247  million in  deposits.  American  shareholders
received   2,722,485  shares  in  this  transaction.   Bank  of  Prattville  had
approximately  $160  million in total assets and $136 million of deposits in its
three locations in the  metropolitan  area of Montgomery,  Alabama.  The Company
exchanged 1,590,205 shares of its common stock in this transaction. Prior period
financial statements were restated to reflect the balances and operating results
of these pooled entities.

                                       38
<PAGE>
NOTE 4
INVESTMENT IN SECURITIES
         Summary information about securities  available for sale and securities
held to maturity follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                       Securities Available for Sale
------------------------------------------------------------------------------------------------------------
                                                   Amortized       Unrealized     Unrealized         Fair
(dollars in thousands)                                Cost            Gains        (Losses)          Value
------------------------------------------------------------------------------------------------------------
December 31, 2002
------------------------------------------------------------------------------------------------------------
<S>                                              <C>                <C>             <C>          <C>
Mortgage-backed securities                       $1,128,912         $28,363         $     -      $1,157,275
U.S. agency securities                              354,173           9,845               -         364,018
U.S. Treasury securities                            158,075           6,010               -         164,085
Obligations of states and political
  subdivisions                                       32,942           1,521               -          34,463
Other securities                                     53,378             372               -          53,750
------------------------------------------------------------------------------------------------------------
    Total                                        $1,727,480         $46,111         $     -      $1,773,591
------------------------------------------------------------------------------------------------------------
December 31, 2001
------------------------------------------------------------------------------------------------------------
Mortgage-backed securities                       $  827,623         $ 5,616         $(3,221)     $  830,018
U.S. agency securities                              444,302          10,335            (254)        454,383
U.S. Treasury securities                             61,799           2,471             (28)         64,242
Obligations of states and political
  subdivisions                                       39,782             592            (203)         40,171
Other securities                                     51,258             455               -          51,713
------------------------------------------------------------------------------------------------------------
    Total                                        $1,424,764         $19,469         $(3,706)     $1,440,527
------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                        Securities Held to Maturity
------------------------------------------------------------------------------------------------------------
                                                   Amortized       Unrealized     Unrealized         Fair
(dollars in thousands)                                Cost            Gains        (Losses)          Value
------------------------------------------------------------------------------------------------------------
December 31, 2002
------------------------------------------------------------------------------------------------------------
<S>                                              <C>                <C>            <C>            <C>
U.S. agency securities                           $   32,847         $ 1,108        $      -       $  33,955
U.S. Treasury securities                             10,323             292               -          10,615
Obligations of states and political
  subdivisions                                      158,937           6,316            (317)        164,936
------------------------------------------------------------------------------------------------------------
    Total                                        $  202,107         $ 7,716        $   (317)      $ 209,506
------------------------------------------------------------------------------------------------------------
December 31, 2001
------------------------------------------------------------------------------------------------------------
U.S. agency securities                           $   40,032         $ 1,551        $      -       $  41,583
U.S. Treasury securities                             30,911             738               -          31,649
Obligations of states and political
  subdivisions                                      120,870           2,252            (642)        122,480
------------------------------------------------------------------------------------------------------------
    Total                                        $  191,813         $ 4,541        $   (642)      $ 195,712
------------------------------------------------------------------------------------------------------------
</TABLE>


                                       39
<PAGE>
         The following  table shows the amortized  cost and estimated fair value
of  securities  available for sale and held to maturity  grouped by  contractual
maturity.  Debt securities with scheduled  repayments,  such as  mortgage-backed
securities, and equity securities are presented in separate totals.

-------------------------------------------------------------------------
                     Securities Available for Sale
-------------------------------------------------------------------------
                                             Amortized           Fair
(dollars in thousands)                          Cost             Value
-------------------------------------------------------------------------
December 31, 2002
-------------------------------------------------------------------------
Within one year                             $  194,165        $  197,532
One to five years                              322,577           335,636
Five to ten years                               27,955            28,787
After ten years                                  3,003             3,121
-------------------------------------------------------------------------
Debt securities with single maturities         547,700           565,076
Mortgage-backed securities                   1,128,912         1,157,275
Equity and other debt securities                50,868            51,240
-------------------------------------------------------------------------
    Total                                   $1,727,480        $1,773,591
-------------------------------------------------------------------------

-------------------------------------------------------------------------
                      Securities Held to Maturity
-------------------------------------------------------------------------
                                             Amortized           Fair
(dollars in thousands)                          Cost             Value
-------------------------------------------------------------------------
December 31, 2002
-------------------------------------------------------------------------
Within one year                               $ 52,102          $ 53,565
One to five years                               32,007            33,894
Five to ten years                               57,973            61,361
After ten years                                 60,025            60,686
-------------------------------------------------------------------------
    Total                                     $202,107          $209,506
-------------------------------------------------------------------------

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

         Securities  with  carrying  values of $867  million and $987 million at
December 31, 2002 and 2001, respectively, were sold under repurchase agreements,
pledged to secure  public  deposits  and trust  deposits  or  pledged  for other
purposes.  In these  totals were $84 million in 2002 and $78 million in 2001 for
securities pledged at the Federal Reserve discount window in connection with the
Company's overall contingency funding plans.

NOTE 5
LOANS

         The composition of the Company's loan portfolio follows:
<TABLE>
<CAPTION>
                                                                                  December 31
----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                 2002                       2001
----------------------------------------------------------------------------------------------------------------
<S>                                                           <C>              <C>        <C>             <C>
Commercial, financial and agricultural                        $1,917,859       43.0%      $1,852,497       41.2%
Real estate loans - commercial and other                       1,584,099       35.6        1,576,817       35.1
Real estate loans - retail mortgage                              638,703       14.3          761,355       16.9
Loans to individuals                                             314,751        7.1          304,416        6.8
----------------------------------------------------------------------------------------------------------------
    Total                                                     $4,455,412      100.0%      $4,495,085      100.0%
----------------------------------------------------------------------------------------------------------------
</TABLE>


                                       40
<PAGE>
         The Bank makes loans in the normal  course of business to directors and
executive officers of the Company and the Bank and to their associates. Loans to
such related  parties carry  substantially  the same terms,  including  interest
rates  and  collateral  requirements,  as  those  prevailing  at  the  time  for
comparable  transactions  with  unrelated  parties and do not involve  more than
normal risks of  collectibility  when originated.  An analysis of the changes in
loans to related parties during 2002 follows:

--------------------------------------------------------------------------
(dollars in thousands)                                               2002
--------------------------------------------------------------------------
Beginning balance                                                 $42,798
Additions                                                          62,934
Repayments                                                        (63,790)
Net increase from changes in related parties                       17,564
--------------------------------------------------------------------------
Ending balance                                                    $59,506
--------------------------------------------------------------------------

         Outstanding  unfunded  commitments  and  letters  of credit to  related
parties  totaled $85  million  and $39  million at  December  31, 2002 and 2001,
respectively.

NOTE 6
ALLOWANCE FOR LOAN LOSSES
         A summary analysis of changes in the allowance for loan losses follows:

<TABLE>
<CAPTION>
                                                                           Years Ended December 31
-------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                               2002              2001             2000
-------------------------------------------------------------------------------------------------------------
<S>                                                              <C>               <C>              <C>
Balance at beginning of year                                     $ 71,633          $ 61,017         $ 47,543
Allowance acquired in bank purchases                                    -             1,196            2,388
Allowance on loans transferred to held for sale                      (895)             (651)               -
Provision for loan losses                                           7,500            19,500           12,690
Loans charged off                                                 (17,211)          (15,502)          (8,481)
Recoveries                                                          5,088             6,073            6,877
-------------------------------------------------------------------------------------------------------------
  Net charge-offs                                                 (12,123)           (9,429)          (1,604)
-------------------------------------------------------------------------------------------------------------
Balance at end of year                                           $ 66,115          $ 71,633         $ 61,017
-------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                           December 31
-------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                 2002             2001
-------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>              <C>
Impaired loans at year end
  Requiring a loss allowance                                                        $24,852          $22,141
  Not requiring a loss allowance                                                      6,265            2,504
-------------------------------------------------------------------------------------------------------------
Total recorded investment in impaired loans                                         $31,117          $24,645
-------------------------------------------------------------------------------------------------------------
Total impairment loss allowance required at year end                                $10,084           $8,607
-------------------------------------------------------------------------------------------------------------
Average recorded investment in impaired loans during the year                       $29,172          $22,478
-------------------------------------------------------------------------------------------------------------
</TABLE>


                                       41
<PAGE>
         The following is a summary of nonperforming loans and foreclosed assets
and surplus property:
<TABLE>
<CAPTION>
                                                                                             December 31
-------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                 2002             2001
-------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>              <C>
Loans accounted for on a nonaccrual basis                                           $37,959          $33,412
Restructured loans                                                                      336              383
-------------------------------------------------------------------------------------------------------------
Total nonperforming loans                                                           $38,295          $33,795
-------------------------------------------------------------------------------------------------------------
Total foreclosed assets and surplus property                                         $3,854             $991
-------------------------------------------------------------------------------------------------------------
</TABLE>

         Interest income is recognized on certain  nonaccrual  loans as payments
are  received.  Interest  payments on other  nonaccrual  loans are accounted for
under the cost  recovery  method,  but this  interest may later be recognized in
income when loan collections exceed  expectations or when workout efforts result
in fully  rehabilitated  credits.  The following compares  contractual  interest
income on  nonaccrual  loans and  restructured  loans  with the  cash-basis  and
cost-recovery interest actually recognized on these loans:

<TABLE>
<CAPTION>
                                                                              Years Ended December 31
-------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                               2002              2001             2000
-------------------------------------------------------------------------------------------------------------
<S>                                                               <C>               <C>              <C>
Contractual interest                                              $ 3,394           $ 2,752          $ 1,927
Interest recognized                                                 1,119               945            2,586
-------------------------------------------------------------------------------------------------------------
Increase (decrease) in reported interest income                   $(2,275)          $(1,807)         $   659
-------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

<TABLE>
<CAPTION>
                                                                              Years Ended December 31
-------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                               2002              2001             2000
-------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>             <C>              <C>
Revenues                                                             $983            $1,365           $1,314
Direct expenses                                                       154               211               41
-------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                           December 31
-------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                 2002             2001
-------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>              <C>
Land                                                                               $ 36,483         $ 39,861
Buildings and improvements                                                          171,903          175,326
Furnishings and equipment                                                           100,764          107,191
-------------------------------------------------------------------------------------------------------------
                                                                                    309,150          322,378
Accumulated depreciation                                                           (157,530)        (154,959)
-------------------------------------------------------------------------------------------------------------
Total bank premises and equipment                                                  $151,620         $167,419
-------------------------------------------------------------------------------------------------------------
</TABLE>


                                       42
<PAGE>
         Provisions for  depreciation  included in  noninterest  expense were as
follows:

<TABLE>
<CAPTION>
                                                                               Years Ended December 31
-------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                               2002              2001             2000
-------------------------------------------------------------------------------------------------------------
<S>                                                               <C>               <C>              <C>
Buildings and improvements                                        $ 6,794           $ 7,099          $ 6,672
Furnishings and equipment                                           8,542            12,102           13,586
-------------------------------------------------------------------------------------------------------------
Total depreciation expense                                        $15,336           $19,201          $20,258
-------------------------------------------------------------------------------------------------------------
</TABLE>

         At  December  31,  2002,  the Bank  was  obligated  under a  number  of
noncancelable  operating leases. Certain of these leases have escalation clauses
and renewal options.  Total rental expense,  net of immaterial sublease rentals,
was $4.0 million in 2002, $3.8 million in 2001, and $3.9 million in 2000.

         As of December 31, 2002, the future minimum rentals under noncancelable
operating  leases  having an  initial  lease  term in excess of one year were as
follows:

(dollars in thousands)
------------------------------------------------
2003                                    $ 3,629
2004                                      3,561
2005                                      3,462
2006                                      2,894
2007                                      2,401
Later years                              11,749
------------------------------------------------
Total                                   $27,696
------------------------------------------------

NOTE 9
GOODWILL AND OTHER INTANGIBLE ASSETS
         Intangible  assets  consist of  identifiable  intangibles,  such as the
value of deposit  relationships;  goodwill  acquired  in  business  combinations
accounted for as purchases;  and unidentifiable  intangibles acquired in certain
banking-industry  transactions  that  did not  meet the  criteria  for  business
combinations.

         As is  discussed  in Note 2, the  accounting  for  goodwill  and  other
intangible  assets  is now  governed  by  SFAS  No.  142,  "Goodwill  and  Other
Intangible Assets," that was issued in June 2001. Under this standard,  there is
no goodwill amortization in 2002 and later years.

         Beginning  in 2002,  goodwill  must be tested for  impairment  at least
annually.  No indication  of goodwill  impairment  was  identified in either the
preliminary  initial assessment  required by SFAS No. 142 or in the first annual
assessment as of September 30, 2002.

         Identifiable  intangible  assets  with  finite  lives  continue  to  be
amortized  under SFAS No.  142.  The  Company's  only  significant  identifiable
intangible assets reflect the value of deposit relationships,  all of which have
finite  lives.  Remaining  lives ranged from five to seven years at December 31,
2002. The weighted-average  remaining life of identifiable intangible assets was
approximately  six years.  Unidentifiable  intangible assets are being amortized
over a remaining life of approximately five years.

                                       43
<PAGE>
         The carrying value of intangible  assets subject to amortization was as
follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                         December 31, 2002                    December 31, 2001
----------------------------------------------------------------------------------------------------------------
                                     Purchase    Accumulated   Carrying    Purchase    Accumulated   Carrying
                                       Value    Amortization    Value        Value    Amortization    Value
----------------------------------------------------------------------------------------------------------------
<S>                                   <C>         <C>          <C>          <C>         <C>          <C>
Deposit relationships and other
  identifiable intangibles            $37,261     $16,591      $20,670      $37,261     $12,458      $24,803
Unidentifiable intangibles             11,321       3,184        8,137       11,321       1,471        9,850
----------------------------------------------------------------------------------------------------------------
  Total                               $48,582     $19,775      $28,807      $48,582     $13,929      $34,653
----------------------------------------------------------------------------------------------------------------
</TABLE>

         Amortization of intangible  assets included in noninterest  expense was
as follows:
<TABLE>
<CAPTION>
                                                                                      Years Ended December 31
----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                           2002         2001         2000
----------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>          <C>          <C>
Deposit relationships and other identifiable intangibles                       $4,133       $3,352       $2,681
Unidentifiable intangibles                                                      1,713          453          453
Goodwill                                                                            -        3,625        2,893
----------------------------------------------------------------------------------------------------------------
  Total amortization                                                           $5,846       $7,430       $6,027
----------------------------------------------------------------------------------------------------------------
</TABLE>

         Approximately $2.5 million of the goodwill amortization in 2001 was not
deductible  for income tax  purposes.  The  balance  of  goodwill  that will not
generate future tax deductions was $60 million at December 31, 2002.

         The  following  shows  estimated  amortization  expense  for  the  five
succeeding years calculated based on current amortization schedules.

(dollars in thousands)
------------------------------------
2003                         $5,332
2004                          5,152
2005                          5,113
2006                          5,107
2007                          4,419
------------------------------------

         The following table shows net income and earnings per share adjusted to
show the impact of the elimination of goodwill amortization.

<TABLE>
<CAPTION>
                                                                                      Years Ended December 31
----------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                                    2002         2001         2000
----------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>          <C>          <C>
Net income                                                                    $95,323      $75,820      $72,842
Eliminate goodwill amortization, net of tax                                         -        3,227        2,495
----------------------------------------------------------------------------------------------------------------
   Adjusted net income                                                        $95,323      $79,047      $75,337
----------------------------------------------------------------------------------------------------------------
Basic earnings per share                                                        $2.39        $1.92        $1.89
Effect of eliminating goodwill amortization                                         -          .08          .07
----------------------------------------------------------------------------------------------------------------
   Adjusted basic earnings per share                                            $2.39        $2.00        $1.96
----------------------------------------------------------------------------------------------------------------
Diluted earnings per share                                                      $2.38        $1.90        $1.89
Effect of eliminating goodwill amortization                                         -          .08          .06
----------------------------------------------------------------------------------------------------------------
   Adjusted diluted earnings per share                                          $2.38        $1.98        $1.95
----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       44
<PAGE>
NOTE 10
SHORT-TERM BORROWINGS
         Short-term borrowings consisted of the following:

<TABLE>
<CAPTION>
                                                                                                 December 31
----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                       2002          2001
----------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>           <C>
Securities sold under agreements to repurchase                                           $349,305      $371,416
Federal funds purchased                                                                    64,886       100,101
Treasury Investment Program                                                                39,224        40,000
----------------------------------------------------------------------------------------------------------------
  Total short-term borrowings                                                            $453,415      $511,517
----------------------------------------------------------------------------------------------------------------
</TABLE>

         The  Bank  has  the  ability  to  exercise  legal  authority  over  the
securities  that serve as collateral  for the securities  sold under  repurchase
agreements. The estimated fair value and carrying value of securities sold under
repurchase  agreements at December 31, 2002, by term of the underlying borrowing
agreement, were as follows:

<TABLE>
<CAPTION>
                                                                                                          Up to
(dollars in thousands)                                                                  Overnight        30 days
----------------------------------------------------------------------------------------------------------------
December 31, 2002
----------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>               <C>
Fair and carrying value:
U.S. agency securities                                                                   $271,306          $341
U.S. Treasury securities                                                                   78,454             -
----------------------------------------------------------------------------------------------------------------
  Total fair and carrying value                                                          $349,760          $341
----------------------------------------------------------------------------------------------------------------
Outstanding borrowings                                                                   $348,965          $340
----------------------------------------------------------------------------------------------------------------
</TABLE>

         Additional   information   about   securities  sold  under   repurchase
agreements follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                      2002          2001
----------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>           <C>
Average effective yield on December 31                                                       .52%          .68%
----------------------------------------------------------------------------------------------------------------
Average for the year
  Effective yield                                                                            .71%         2.67%
  Balance                                                                               $352,603      $396,664
----------------------------------------------------------------------------------------------------------------
Maximum month-end outstanding                                                           $403,775      $435,319
----------------------------------------------------------------------------------------------------------------
</TABLE>

         Additional information about federal funds purchased follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                      2002          2001
----------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>          <C>
Average effective yield on December 31                                                       .75%         1.27%
----------------------------------------------------------------------------------------------------------------
Average for the year
  Effective yield                                                                           1.51%         3.84%
  Balance                                                                                $69,249      $ 91,548
----------------------------------------------------------------------------------------------------------------
Maximum month-end outstanding                                                            $95,397      $114,977
----------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       45
<PAGE>
NOTE 11
EMPLOYEE BENEFIT PLANS
Retirement Plans

         Whitney has a  noncontributory  qualified  defined benefit pension plan
covering  substantially  all of its  employees.  The  benefits  are  based on an
employee's  total  years of service and his or her  highest  five-year  level of
compensation during the final ten years of employment. Contributions are made in
amounts  sufficient to meet funding  requirements  set forth in federal employee
benefit and tax laws plus such  additional  amounts as the Company may determine
to be appropriate. No funding was required and no contributions were made in any
of the three years ended December 31, 2002.

         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, 2002 and 2001. 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)                                                                  2002              2001
---------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>               <C>
Benefit obligation, beginning of year                                               $ 77,734          $ 74,706
Service cost for benefits                                                              3,893             3,020
Interest cost on benefit obligation                                                    5,451             4,843
Net actuarial (gain) loss                                                              9,124            (1,117)
Benefits paid                                                                         (4,211)           (3,718)
---------------------------------------------------------------------------------------------------------------
Benefit obligation, end of year                                                       91,991            77,734
---------------------------------------------------------------------------------------------------------------
Plan assets at fair value, beginning of year                                          94,822           100,039
Actual return on plan assets                                                          (5,560)           (1,181)
Benefits paid                                                                         (4,211)           (3,718)
Plan expenses                                                                           (315)             (318)
---------------------------------------------------------------------------------------------------------------
Plan assets at fair value, end of year                                                84,736            94,822
---------------------------------------------------------------------------------------------------------------
Benefit obligation (in excess of) less than plan assets,
     end of year                                                                      (7,255)           17,088
Unrecognized net actuarial (gains) losses                                             12,137           (10,065)
Unrecognized net implementation asset                                                   (283)             (689)
Unrecognized prior service cost resulting
     from plan amendments                                                               (631)             (956)
---------------------------------------------------------------------------------------------------------------
Prepaid pension asset                                                               $  3,968          $  5,378
---------------------------------------------------------------------------------------------------------------
</TABLE>

         The Company  recognized a net pension expense in 2002 and a net pension
benefit in each of the two previous  years.  The  components  of the net pension
expense or benefit were as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                2002              2001             2000
--------------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>              <C>
Service cost for benefits during the period                        $ 3,893           $ 3,020          $ 3,458
Interest cost on benefit obligation                                  5,451             4,843            4,905
Expected return on plan assets                                      (7,421)           (7,857)          (8,002)
Amortization of:
     Unrecognized net actuarial gains                                    -            (1,149)            (999)
     Unrecognized net implementation asset                            (405)             (405)            (405)
     Unrecognized prior service cost                                  (108)             (124)            (124)
--------------------------------------------------------------------------------------------------------------
 Net pension expense (benefit)                                     $ 1,410          $ (1,672)         $(1,167)
--------------------------------------------------------------------------------------------------------------
</TABLE>


                                       46
<PAGE>
         The  weighted-average  discount rate used in determining  the actuarial
present value of the pension  benefit  obligation was 6.50% for 2002,  6.75% for
2001 and 7.25% for 2000. For all periods  presented,  the Company  assumed an 8%
expected  long-term rate of return on plan assets and an annual rate of increase
in future compensation levels of 4%.

         The  pension  plan held  257,200  shares  of  Whitney  common  stock at
December 31, 2002,  322,200 shares at December 31, 2001, and 329,700 at December
31, 2000.

         Whitney also has a  nonqualified  defined  benefit  plan that  provides
retirement  benefits  to  designated  executive  officers.  These  benefits  are
calculated  using  the  qualified  plan's  formula,  but  without  applying  the
restrictions  imposed on qualified  plans by certain  provisions of the Internal
Revenue Code.  Benefits that become payable under the nonqualified plan would be
reduced by amounts paid from the  qualified  plan.  At December  31,  2002,  the
actuarial  present value of the excess  benefit  obligation was $4.4 million and
the recorded accrued pension liability was $3.6 million. The net pension expense
for the excess benefit plan was  approximately  $.6 million in 2002 and 2001 and
$.5 million in 2000.

         Whitney  sponsors an employee  savings plan under Section 401(k) of the
Internal  Revenue  Code  that  covers  substantially  all  full-time  employees.
Beginning in 2001,  the matching  percentage  increased to 4%. Through 2000, the
Company  annually matched 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
$2.7 million in 2002, $2.5 million in 2001 and $1.9 million in 2000.

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

         The  net   postretirement   benefit   liability   reported  with  other
liabilities in the consolidated  balance sheets was $8.1 million at December 31,
2002 and $7.6  million at December 31,  2001.  The net  periodic  postretirement
benefit expense was approximately $1.1 million for 2002 and 2001 and $.7 million
for 2000.  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, 2002, 2001 and 2000, the Company assumed annual health care cost
increases  beginning  at  10.00%,  11.00%  and  7.20%,  respectively,  with each
decreasing to a 5.00% rate over a four to seven year period.  Discount  rates of
6.50% in 2002,  6.75% in 2001 and  7.25% in 2000 were  used in  determining  the
present value of benefit obligations at the end of each period. A 1% rise in the
assumed  health care cost trend rates would  increase  the  accumulated  benefit
obligation by approximately $1.7 million and the periodic net benefit expense by
approximately  $310,000.  A 1% fall in these  trend  rates  would  decrease  the
accumulated  benefit  obligation  by $1.4  million and the  periodic net benefit
expense by $260,000.


                                       47
<PAGE>
NOTE 12
STOCK-BASED COMPENSATION
         Whitney  maintains two incentive  compensation  plans that  incorporate
stock-based compensation,  the long-term incentive plan (LTIP) for key employees
and the directors'  compensation  plan. Each of these plans has been approved by
the Company's shareholders. The Compensation Committee of the Board of Directors
administers  the  LTIP,  designates  who will  participate  and  authorizes  the
awarding of grants.  Under this plan,  participants  may receive stock  options,
restricted stock subject to a vesting period, 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 LTIP awards.  The directors'  compensation plan
provides  for the  annual  award of  stock  grants  and  stock  options  to each
nonemployee  director.  Under  this  plan,  Whitney  is  authorized  to issue an
aggregate number of common shares not exceeding 3% of the Company's  outstanding
shares but in no event more than 1,125,000  shares. At December 31, 2002, future
awards  covering the issuance of 607,481 shares could be made under the LTIP and
1,045,950 shares under the directors' plan.

         The following schedule  summarizes the stock grants awarded under these
plans during 2002, 2001 and 2000:

----------------------------------------------------------------
(dollars in thousands)             Initial         Market Value
                                   Shares           of Award on
    Year      Plan                 Awarded           Grant Date
----------------------------------------------------------------
    2002      Employee             137,775             $4,666
              Director               6,750                208
    2001      Employee             123,300              3,436
              Director               6,300                196
    2000      Employee             117,750              2,909
              Director               6,300                145
----------------------------------------------------------------

         Employees  forfeit  their shares if they  terminate  employment  within
three  years of the award  date and they are  prohibited  from  transferring  or
otherwise disposing of the shares during this period. In addition,  the employee
grants are subject to adjustment based on the Company's performance, as measured
by its return on assets and return on equity  over the  restriction  period,  in
relation  to that of a  designated  peer  group.  Depending  on the  performance
adjustment,  the actual  number of shares that vest can range from 0% to 200% of
the initial  grants.  All  restrictions  on employee  shares  would lapse upon a
change in control of the Company.  The directors' shares are awarded without any
significant restrictions and are not subject to future adjustment.

         The Company  initially  measures the compensation  expense related to a
stock grant as the market  value of the shares  awarded on the grant date.  This
expense is recognized ratably over the restriction  period, if any.  Adjustments
are made for  forfeitures as they occur.  The Company  periodically  re-measures
compensation  expense for grants for changes  both in the estimate of the shares
to which  employees will  ultimately  become entitled and in the market value of
Whitney's stock. Differences from previous compensation expense measurements are
recognized  prospectively over the remaining  restriction periods.  Compensation
expense related to common stock awards was $5.0 million in 2002, $3.8 million in
2001, and $2.5 million in 2000.

                                       48
<PAGE>
         The following table summarizes stock option activity under the LTIP and
under the directors' compensation plan for each of the three years in the period
ended December 31, 2002. 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.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                          LTIP                           Directors
--------------------------------------------------------------------------------------------------------------
                                                                  Weighted-                         Weighted-
                                                                   Average                           Average
                                                                   Exercise                          Exercise
                                                   Number           Price            Number            Price
--------------------------------------------------------------------------------------------------------------
<S>                                               <C>               <C>              <C>               <C>
Outstanding at
     December 31, 1999                            942,608           $26.78           132,000           $24.88
     Options granted                              309,177            24.77            21,000            22.96
     Options exercised                            (10,651)           15.93                 -                -
     Options forfeited                            (58,887)           29.30                 -                -
--------------------------------------------------------------------------------------------------------------
Outstanding at
     December 31, 2000                          1,182,247            26.22           153,000            24.61
     Options granted                              335,812            27.87            21,000            31.12
     Options exercised                            (77,144)           21.38            (1,500)           20.33
     Options forfeited                            (19,500)           30.15                 -                -
--------------------------------------------------------------------------------------------------------------
Outstanding at
     December 31, 2001                          1,421,415            26.82           172,500            25.44
     Options granted                              388,825            33.87            45,000            30.79
     Options exercised                           (237,193)           23.09            (6,000)           27.84
     Options forfeited                             (9,825)           30.30                 -                -
--------------------------------------------------------------------------------------------------------------
Outstanding and exercisable at
     December 31, 2002                          1,563,222           $29.12           211,500           $26.51
--------------------------------------------------------------------------------------------------------------
</TABLE>

         The following  table  summarizes  certain  information  about the stock
options outstanding under these plans at December 31, 2002:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
                                                                                  Weighted-
                                                               Number of           Average         Weighted-
Range of                                                        Shares            Years to          Average
Exercise Prices                                               Under Option       Expiration     Exercise Price
-----------------------------------------------------------------------------------------------------------------
<C>                                                              <C>                 <C>            <C>
$12.95-$19.25                                                    96,407              2.1            $18.31
$20.00-$24.79                                                   340,509              6.2             23.15
$26.21-$28.29                                                   676,231              6.7             27.72
$30.79-$36.67                                                   661,575              8.2             34.36
-----------------------------------------------------------------------------------------------------------------
$12.95-$36.67                                                 1,774,722              6.9            $28.81
-----------------------------------------------------------------------------------------------------------------
</TABLE>

         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. The impact of this election is discussed in Note 2.


                                       49
<PAGE>
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 ratio
of Tier 1 regulatory capital to average total assets, also known as the leverage
ratio,  and the ratios of total and Tier 1 regulatory  capital to  risk-weighted
assets.  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%  leverage,  8%  total  capital  and 4%  Tier 1  capital.  However,
regulators may set higher  capital  requirements  for an individual  institution
when particular circumstances warrant.

         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, 2002                                             Amount       Ratio      Minimum(a)   Capitalized(b)
-----------------------------------------------------------------------------------------------------------------
<S>                                                         <C>             <C>        <C>             <C>
Leverage (Tier 1 Capital to Average Assets):
      Company                                               $672,408        9.76%      $275,470           (c)
      Bank                                                   550,041        8.00        275,115        $343,894
-----------------------------------------------------------------------------------------------------------------
Total Capital (to Risk-Weighted Assets):
      Company                                                738,523       13.93        424,141           (c)
      Bank                                                   616,156       11.64        423,490         529,363
-----------------------------------------------------------------------------------------------------------------
Tier 1 Capital (to Risk-Weighted Assets):
      Company                                                672,408       12.68        212,071           (c)
      Bank                                                   550,041       10.39        211,745         317,618
-----------------------------------------------------------------------------------------------------------------
December 31, 2001
-----------------------------------------------------------------------------------------------------------------
Leverage (Tier 1 Capital to Average Assets):
      Company                                               $604,179        8.72%      $277,245           (c)
      Bank                                                   536,597        7.75        276,982        $346,227
-----------------------------------------------------------------------------------------------------------------
Total Capital (to Risk-Weighted Assets):
      Company                                                668,057       13.09        408,198           (c)
      Bank                                                   600,363       11.79        407,472         509,340
-----------------------------------------------------------------------------------------------------------------
Tier 1 Capital (to Risk-Weighted Assets):
      Company                                                604,179       11.84        204,099           (c)
      Bank                                                   536,597       10.54        203,736         305,604
-----------------------------------------------------------------------------------------------------------------
(a) Minimum capital required for capital adequacy purposes.
(b) Capital required for well-capitalized status.
(c) Not applicable.
</TABLE>

         To  evaluate  capital  adequacy,  regulators  compare an  institution's
regulatory  capital  ratios  with their  agency  guidelines  as well as with the
guidelines  established as part of the uniform  regulatory  framework for prompt
corrective  supervisory  action  toward  insured  institutions.  In  reaching an
overall   conclusion   on  capital   adequacy  or   assigning   an   appropriate
classification under the uniform framework,  regulators must also consider other
subjective and quantitative assessments of risk associated with the institution.
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.


                                       50
<PAGE>
         Under the  regulatory  framework  for  prompt  corrective  action,  the
capital levels of banks are categorized into one of five classifications ranging
from  well-capitalized  to critically  under-capitalized.  For an institution to
qualify as  well-capitalized,  its total  capital,  Tier 1 capital and  leverage
ratios must be at least 10%, 6% 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, 2002 and 2001,
the Bank was  categorized  as  well-capitalized,  and there  have been no events
since  December  31, 2002 that  management  believes  would cause this status to
change.

Other Regulatory Matters
         Dividends  received from the Bank represent the primary source of funds
available  to the  Company  for the  declaration  and  payment of  dividends  to
Whitney's  shareholders.  There are various regulatory and statutory  provisions
that limit the amount of dividends  that the Bank may distribute to the Company.
As of December 31, 2002, the Bank had paid to the Company, with prior regulatory
approval, approximately $81 million in dividends in excess of these limits. As a
result, the Bank will be required to seek continuing  approval to declare future
dividends until it reestablishes dividend capacity under those provisions.  This
should not impair the Company's ability to declare regular quarterly  dividends.
The Company had  approximately  $128  million in cash and demand  notes from the
Bank  available  at the end of 2002 to provide  liquidity  for  future  dividend
payments and other corporate purposes.

         Under current Federal Reserve  regulations,  the Bank is limited in the
amounts  it may lend to the  Company  to a  maximum  of 10% of its  capital  and
surplus,  as defined in the regulations.  Any such loans must be  collateralized
from  100% to  130%  of the  loan  amount,  depending  upon  the  nature  of the
underlying  collateral.  The Bank made no loans to the  Company  during 2002 and
2001.

         Banks   are   required   to   maintain   currency   and   coin   or   a
noninterest-bearing  balance  with  the  Federal  Reserve  Bank to meet  reserve
requirements based on a percentage of deposits. During 2002 as in 2001, the Bank
covered its reserve maintenance requirement with balances of coin and currency.

NOTE 14
OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS
         To meet the financing needs of its customers, the Bank issues financial
instruments which represent  conditional  obligations that are not recognized on
the consolidated balance sheets. These financial instruments include commitments
to extend  credit  under loan  facilities  and  letters  of credit  and  similar
financial  guarantees.  Such  instruments  expose the Bank to varying degrees of
credit and interest rate risk in much the same way as funded loans.

         Commitments  under loan  facilities,  including credit card and related
lines,  obligate  the  Bank to make  loans to  customers  as long as there is no
violation of the conditions established in the underlying contracts. Commitments
generally  have fixed  expiration  dates or other  termination  clauses  and may
require payment of a fee. Substantially all of the letters of credit and similar
financial  guarantees are standby agreements that obligate the Bank to fulfill a
customer's  financial  commitments to a third party if the customer is unable to
perform.  The Bank issues standby letters of credit  primarily to provide credit
enhancement to its customers' commercial or public financing arrangements and to
help customers  demonstrate the financial  capacity required to obtain essential
goods and services,  such as insurance services. The majority of standby letters
of credit at year-end 2002 have a term of one year or less.

         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 should not be understood to represent  actual
future funding  requirements.  The Bank follows its standard  credit policies in
making loan commitments and financial guarantees and requires collateral support
if warranted. The collateral required could include cash instruments, marketable

                                       51
<PAGE>
securities,  accounts receivable,  inventory, property, plant and equipment, and
income-producing commercial property.  Approximately $160 million of outstanding
letters of credit and similar guarantees were issued without specific collateral
support.

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

<TABLE>
<CAPTION>
                                                                                                December 31
-----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                    2002              2001
-----------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>               <C>
Commitments to extend credit                                                        $1,532,160        $1,305,091
Letters of credit and similar financial guarantees written                             263,220           161,525
Credit card and related lines                                                          338,463           303,262
-----------------------------------------------------------------------------------------------------------------
</TABLE>

         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.

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

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

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

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

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

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

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

         Off-balance-sheet  financial instruments - Off-balance-sheet  financial
instruments  include  commitments to extend credit,  letters of credit and other
financial  guarantees.  The fair values of such  instruments are 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.

                                       52
<PAGE>
         The  estimated  fair  values  of the  Company's  financial  instruments
follow:

<TABLE>
<CAPTION>
                                                        December 31, 2002                December 31, 2001
-----------------------------------------------------------------------------------------------------------------
                                                    Carrying          Fair             Carrying          Fair
(dollars in thousands)                               Amount           Value             Amount           Value
-----------------------------------------------------------------------------------------------------------------
<S>                                               <C>              <C>               <C>              <C>
ASSETS:
  Cash and short-term investments                 $  330,451       $  330,451        $  766,420       $  766,420
  Investment in securities                         1,975,698        1,983,097         1,632,340        1,636,239
  Loans held for sale                                 65,572           67,534            59,453           59,453
  Loans, net                                       4,389,297        4,429,790         4,423,452        4,483,053
LIABILITIES:
  Deposits                                         5,782,879        5,790,908         5,950,160        5,964,834
  Short-term borrowings                              453,415          453,415           511,517          511,517
-----------------------------------------------------------------------------------------------------------------
</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, results of operations or cash flows.

NOTE 17
OTHER NONINTEREST INCOME
         The components of other noninterest income were as follows:

<TABLE>
<CAPTION>
                                                                                   Years Ended December 31
-----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                   2002              2001             2000
-----------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>               <C>              <C>
ATM fees                                                               $4,861            $4,281           $4,089
Investment services income                                              4,257             3,906            2,681
Other fees and charges                                                  6,047             4,285            3,959
Other operating income                                                  2,993             3,529            3,689
Net gains on sales and other revenue from foreclosed assets             1,714             1,963            1,714
Net gains on disposals of surplus property                                497             3,274            1,153
Gain on sale of merchant processing agreements                              -             3,570                -
-----------------------------------------------------------------------------------------------------------------
     Total                                                            $20,369           $24,808          $17,285
-----------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 18
OTHER NONINTEREST EXPENSE
         The components of other noninterest expense were as follows:

<TABLE>
<CAPTION>
                                                                                   Years Ended December 31
-----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                   2002              2001             2000
-----------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>               <C>              <C>
Security and other outsourced services                                 $8,127            $7,792           $6,830
Advertising                                                             4,769             4,443            3,519
Stationery and supplies                                                 3,462             4,315            4,169
Deposit insurance and regulatory fees                                   1,971             1,936            1,740
Miscellaneous operating losses                                          1,429             2,544            1,738
Other operating expense                                                13,470            12,542           12,610
-----------------------------------------------------------------------------------------------------------------
    Total                                                             $33,228           $33,572          $30,606
-----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       53
<PAGE>
NOTE 19
INCOME TAXES
         The components of income tax expense (benefit) follow:

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31
------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                    2002             2001              2000
------------------------------------------------------------------------------------------------------------------
<S>                                                                    <C>              <C>               <C>
Included in net income
  Current
    Federal                                                            $46,573          $41,063           $37,886
    State                                                                  882            1,137               544
------------------------------------------------------------------------------------------------------------------
      Total current                                                     47,455           42,200            38,430
------------------------------------------------------------------------------------------------------------------
  Deferred
    Federal                                                               (883)          (5,567)           (5,059)
    State                                                                   72              (52)              118
------------------------------------------------------------------------------------------------------------------
      Total deferred                                                      (811)          (5,619)           (4,941)
------------------------------------------------------------------------------------------------------------------
      Total included in net income                                     $46,644          $36,581           $33,489
------------------------------------------------------------------------------------------------------------------
Included in shareholders' equity
  Deferred tax expense related to the change in the
    net unrealized gain on securities                                  $10,563          $ 4,581           $ 3,745
  Current tax benefit related to nonqualified stock options
    and restricted stock                                                (1,306)            (512)              (28)
------------------------------------------------------------------------------------------------------------------
      Total included in shareholders' equity                           $ 9,257          $ 4,069           $ 3,717
------------------------------------------------------------------------------------------------------------------
</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)                                                          2002             2001              2000
------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>              <C>               <C>
Federal income tax expense                                               35.00%           35.00%            35.00%
Increase (decrease) resulting from
  Tax exempt income                                                      (2.14)           (2.74)            (3.08)
  Low income housing credit                                               (.51)            (.22)             (.05)
  Subchapter S election and termination                                      -             (.84)            (1.35)
  Nondeductible goodwill amortization                                        -              .77               .59
  State income tax and miscellaneous items                                 .51              .58               .39
------------------------------------------------------------------------------------------------------------------
Effective tax rate                                                       32.86%           32.55%            31.50%
------------------------------------------------------------------------------------------------------------------
</TABLE>

         Before its  acquisition  by Whitney in January 2001,  American Bank had
elected to be taxed under  Subchapter S of the Internal Revenue Code. Under this
election,  American  was not  subject to income tax at the  corporate  level and
reported no income tax expense;  rather,  its  shareholders  were taxed on their
proportionate shares of corporate taxable income. The acquisition by the Company
terminated the  Subchapter S election,  and income tax expense has been provided
for earnings from the acquired operations  subsequent to that date. In addition,
the Company recorded a net deferred tax asset, and a corresponding  deferred tax
benefit, of approximately $1 million in 2001 to reflect the expected tax effects
of the resolution of temporary differences that had accumulated in American Bank
through  the  termination  date.  The impact of the  Subchapter  S election  and
subsequent termination on Whitney's effective tax rate is shown above.


                                       54
<PAGE>
         Temporary  differences  arise  between  the  tax  bases  of  assets  or
liabilities and their reported amounts in the financial statements. The expected
tax effects  when these  differences  are  resolved  are  recorded  currently as
deferred tax assets or  liabilities.  The components of the net deferred  income
tax asset, which is included in other assets on the consolidated balance sheets,
follow:

<TABLE>
<CAPTION>
                                                                                             December 31
----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                    2002             2001
----------------------------------------------------------------------------------------------------------------
<S>                                                                                    <C>              <C>
Deferred tax assets:
  Allowance for losses on loans and foreclosed assets                                  $22,761          $24,473
  Employee compensation and benefits                                                     7,528            6,146
  Unrecognized interest income                                                           2,197            1,897
  Net operating loss carryforward                                                        1,732            2,820
  Other                                                                                  3,079            2,103
----------------------------------------------------------------------------------------------------------------
  Total deferred tax assets                                                             37,297           37,439
----------------------------------------------------------------------------------------------------------------
Deferred tax liabilities:
  Net unrealized gain on securities                                                     16,007            5,444
  Accumulated depreciation and amortization                                              7,163            9,261
  Other                                                                                  2,986            2,267
----------------------------------------------------------------------------------------------------------------
  Total deferred tax liabilities                                                        26,156           16,972
----------------------------------------------------------------------------------------------------------------
  Net deferred tax asset                                                               $11,141          $20,467
----------------------------------------------------------------------------------------------------------------
</TABLE>

         The change in the net  deferred  tax asset  during  2002  includes  the
impact of  adjustments  of  deferred  tax assets  and  liabilities  of  acquired
companies. This component of the overall change is not reflected in the deferred
tax provisions for 2002.

         At December 31, 2002, the Company had  approximately  $5 million in net
operating loss carryforwards  generated by acquired entities.  Substantially all
of the carryforwards expire by 2020.

NOTE 20
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)                            2002             2001              2000
-----------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>              <C>               <C>
Numerator:
  Net income                                                          $95,323          $75,820           $72,842
  Effect of dilutive securities                                             -                -                 -
-----------------------------------------------------------------------------------------------------------------
  Numerator for diluted earnings per share                            $95,323          $75,820           $72,842
-----------------------------------------------------------------------------------------------------------------
Denominator:
  Weighted-average shares outstanding                              39,848,881       39,550,723        38,475,984
  Effect of potentially dilutive securities
     and contingently issuable shares                                 272,663          285,324            92,715
-----------------------------------------------------------------------------------------------------------------
  Denominator for diluted earnings per share                       40,121,544       39,836,047        38,568,699
-----------------------------------------------------------------------------------------------------------------
Earnings per share:
  Basic                                                                 $2.39            $1.92             $1.89
  Diluted                                                                2.38             1.90              1.89
-----------------------------------------------------------------------------------------------------------------
Antidilutive stock options                                            424,461          514,807           871,839
-----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       55

<PAGE>
NOTE 21
PARENT COMPANY FINANCIAL STATEMENTS
     The following financial statements are for the parent company only. For the
statements of cash flows, cash and cash equivalents include  noninterest-bearing
and  interest-bearing  deposits in the Bank and the demand note  receivable from
the Bank.

<TABLE>
<CAPTION>
BALANCE SHEETS                                                                               December 31
-----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                    2002              2001
-----------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>               <C>
ASSETS
  Investment in bank subsidiary                                                       $598,116          $570,308
  Note receivable - bank subsidiary                                                    128,400                 -
  Interest-bearing deposit in bank subsidiary                                                -            62,830
  Investments in nonbank subsidiaries                                                    1,210             1,122
  Notes receivable - nonbank subsidiaries                                               80,394            81,084
  Dividends receivable                                                                       -            10,572
  Other assets                                                                          10,196             7,245
-----------------------------------------------------------------------------------------------------------------
    Total assets                                                                      $818,316          $733,161
-----------------------------------------------------------------------------------------------------------------
LIABILITIES
  Dividends payable                                                                   $ 12,009          $ 10,572
  Other liabilities                                                                      5,824             4,701
-----------------------------------------------------------------------------------------------------------------
    Total liabilities                                                                   17,833            15,273
SHAREHOLDERS' EQUITY                                                                   800,483           717,888
-----------------------------------------------------------------------------------------------------------------
    Total liabilities and shareholders' equity                                        $818,316          $733,161
-----------------------------------------------------------------------------------------------------------------
</TABLE>





<TABLE>
<CAPTION>
STATEMENTS OF INCOME                                                               Years Ended December 31
-----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                   2002             2001              2000
-----------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>             <C>                <C>
Dividend income from bank subsidiary                                  $89,200         $162,597           $62,982
Equity in undistributed earnings of subsidiaries
  Bank                                                                  1,854          (88,166)            8,814
  Nonbanks                                                                 68              100               188
Other income, net of expenses                                           4,201            1,289               858
-----------------------------------------------------------------------------------------------------------------
NET INCOME                                                            $95,323          $75,820           $72,842
-----------------------------------------------------------------------------------------------------------------
</TABLE>


                                       56

<PAGE>

<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS                                                            Years Ended December 31
-----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                   2002             2001              2000
-----------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                                   <C>              <C>               <C>
Net income                                                            $95,323          $75,820           $72,842
Adjustments to reconcile net income to net cash
  provided by operating activities:
  Equity in undistributed earnings of subsidiaries                     (1,922)          88,066            (9,002)
  (Increase) decrease in dividends receivable                          10,572           (2,165)             (957)
  Other, net                                                           (1,073)              48               409
-----------------------------------------------------------------------------------------------------------------
    Net cash provided by operating activities                         102,900          161,769            63,292
-----------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Investments in subsidiaries                                             (20)         (39,147)          (58,177)
  Loans to nonbank subsidiaries, net of repayments                        690          (80,248)              108
  Other, net                                                               13              376               105
-----------------------------------------------------------------------------------------------------------------
    Net cash used in investing activities                                 683         (119,019)          (57,964)
-----------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Cash dividends                                                      (42,893)         (38,598)          (32,399)
  Proceeds from issuance of stock                                       7,385            5,096             3,316
  Purchases of stock                                                   (2,256)            (847)           (1,705)
-----------------------------------------------------------------------------------------------------------------
    Net cash used in financing activities                             (37,764)         (34,349)          (30,788)
-----------------------------------------------------------------------------------------------------------------
  Increase (decrease) in cash and cash equivalents                     65,819            8,401           (25,460)
  Cash and cash equivalents at beginning of year                       62,886           54,485            79,945
-----------------------------------------------------------------------------------------------------------------
  Cash and cash equivalents at end of year                           $128,705          $62,886           $54,485
-----------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                       57
<PAGE>
               MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING

         The management of Whitney is responsible  for the  preparation and fair
presentation  of the  consolidated  financial  statements  and  other  financial
information  included  in  this  annual  report  on  Form  10-K.  The  financial
statements  are prepared in  accordance  with  accounting  principles  generally
accepted  in  the  United  States  of  America  and  include  amounts  based  on
management's  estimates and judgments where appropriate.  Financial  information
appearing  throughout this annual report on Form 10-K is consistent with that in
the financial statements.

         Management has established  and maintains a system of internal  control
that provides  reasonable  assurance as to the integrity and  reliability of the
Company's 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. The Company maintains a professional staff
of internal  auditors who  independently  assess the  effectiveness  of internal
controls  and  make  recommendations  on  policies  and  procedures.  Management
believes that, as of December 31, 2002, the Company's system of internal control
is adequate to accomplish the objectives discussed above.

         The  Audit  Committee  of the  Board of  Directors,  which is  composed
entirely  of  independent  directors,  has  oversight  responsibilities  for the
Company's financial reporting and internal controls. The Committee has appointed
PricewaterhouseCoopers  LLP as  independent  accountants  to audit the financial
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States of  America  and to express  an  opinion  as to the  fairness  of
presentation of such financial statements. The Committee meets periodically with
management,   the  independent  accountants  and  internal  auditors  to  review
accounting,   financial  reporting  and  internal  control  matters.   Both  the
independent  accountants  and  internal  auditors  have  direct  access  to  the
Committee.

                                       58
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS

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

         In our opinion,  the  accompanying  consolidated  balance sheet and the
related  consolidated  statement of income,  changes in shareholders' equity and
cash flows present fairly, in all material  respects,  the financial position of
Whitney Holding Corporation and subsidiaries (the "Corporation") at December 31,
2002,  and the  results of its  operations  and its cash flows for the year then
ended in conformity with accounting  principles generally accepted in the United
States of America.  These  financial  statements are the  responsibility  of the
Corporation's  management;  our responsibility is to express an opinion on these
financial  statements  based  on our  audit.  We  conducted  our  audit of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States of America,  which  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,  assessing
the accounting principles used and significant estimates made by management, and
evaluating the overall  financial  statement  presentation.  We believe that our
audit provides a reasonable basis for our opinion.  The financial  statements of
the  Corporation  as of December 31, 2001,  and for each of the two years in the
period ended December 31, 2001, prior to the revisions  discussed in Notes 2 and
9, were audited by other  independent  accountants  who have ceased  operations.
Those  independent   accountants  expressed  an  unqualified  opinion  on  those
financial statements in their report dated January 16, 2002.

         As discussed in Note 9 to the consolidated  financial  statements,  the
Corporation  changed its method of accounting for goodwill and intangible assets
on January 1, 2002.

         As discussed above,  the financial  statements of the Corporation as of
December  31, 2001,  and for each of the two years in the period ended  December
31,  2001,  were  audited  by other  independent  accountants  who  have  ceased
operations.  As described in Notes 2 and 9, these financial statements have been
revised to  include  the  transitional  disclosures  required  by  Statement  of
Financial  Accounting Standards No. 142, "Goodwill and Other Intangible Assets,"
which was  adopted  by the  Corporation  as of  January 1, 2002 and to reflect a
three-for-two stock split. We audited the transitional  disclosures described in
Note 9 and the  three-for-two  stock split  described in Note 2. In our opinion,
the  transitional  disclosures for 2001 and 2000 in Note 9 and the impact of the
three-for-two stock split described in Note 2 are appropriate.  However, we were
not  engaged  to audit,  review,  or apply any  procedures  to the 2001 and 2000
financial  statements  of the  Corporation  other  than  with  respect  to  such
disclosures and, acccordingly, we do not express an opinion or any other form of
assurance on the 2001 or 2000 financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

New Orleans, Louisiana
January 15, 2003

                                       59
<PAGE>
         THE FOLLOWING REPORT IS A COPY OF A REPORT  PREVIOUSLY ISSUED BY ARTHUR
ANDERSEN LLP IN CONNECTION WITH WHITNEY'S FILING ON FORM 10-K FOR THE YEAR ENDED
DECEMBER 31, 2001.  THIS REPORT HAS NOT BEEN REISSUED BY ARTHUR  ANDERSEN LLP IN
CONNECTION  WITH THIS FILING ON FORM 10-K FOR THE YEAR ENDED  DECEMBER 31, 2002.
FOR FURTHER DISCUSSION, SEE EXHIBIT 23.2 WHICH IS FILED HEREWITH.

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

         We have  audited the  consolidated  balance  sheets of Whitney  Holding
Corporation (a Louisiana  corporation)  and subsidiaries as of December 31, 2001
and 2000 and the  related  consolidated  statements  of  operations,  changes in
shareholders'  equity and cash  flows for each of the three  years in the period
ended December 31, 2001. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

         In our opinion,  the  financial  statements  referred to above  present
fairly,  in all material  respects,  the financial  position of Whitney  Holding
Corporation  and  subsidiaries  as of  December  31,  2001  and  2000,  and  the
consolidated  results of their  operations  and cash flows for each of the three
years in the period ended  December  31, 2001,  in  conformity  with  accounting
principles generally accepted in the United States.

         As discussed in Note 2 to the consolidated  financial  statements,  the
Company adopted  Statement of Financial  Accounting  Standards No. 133 effective
January 1, 2001.

ARTHUR ANDERSEN LLP

New Orleans, Louisiana
January 16, 2002

                                       60
<PAGE>

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

         On May 22, 2002,  Whitney Holding  Corporation  decided not to continue
the engagement of Arthur  Andersen LLP  (Andersen) as the Company's  independent
accountants.  This  action was taken with the  approval  of  Whitney's  Board of
Directors, which ratified the decision reached by its Audit Committee.

         Andersen  issued  a  report  on the  Company's  consolidated  financial
statements  for each of the two fiscal  years in the period that ended  December
31, 2001. Neither of these reports contained an adverse opinion or disclaimer of
opinion, nor was either qualified or modified as to uncertainty,  audit scope or
accounting principles.  During the two fiscal years that ended December 31, 2001
and continuing  through May 22, 2002,  Whitney and Andersen had no disagreements
on any  matter  of  accounting  principles  or  practices,  financial  statement
disclosure, or auditing scope or procedure,  that, if not resolved to Andersen's
satisfaction,  would  have  caused  them  to make  reference  to the  matter  of
disagreement in their report on the financial statements.

         Whitney provided Andersen with a copy of the foregoing disclosure,  and
a letter  from  Andersen  stating  its  agreement  with the  statements  in this
disclosure was filed as an exhibit to Whitney's Current Report on Form 8-K filed
with the Securities and Exchange Commission on May 23, 2002.

         None of the reportable  events  described  under Item  304(a)(1)(v)  of
Regulation  S-K occurred  during  Whitney's two fiscal years that ended December
31, 2001 and through May 22, 2002.

         Also on May 22,  2002,  Whitney  appointed  PricewaterhouseCoopers  LLP
(PwC) to replace Andersen as the Company's  independent  accountants.  The Audit
Committee's selection of PwC was also ratified by the Board of Directors. During
the two fiscal years ended December 31, 2001, and the subsequent  interim period
through May 22, 2002,  the Company did not consult with PwC regarding any of the
matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.



                                       61

<PAGE>
                                    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., 52            Executive Vice President of the             N/A              N/A
                                    Company and Whitney National
                                    Bank since 1995;
                                    President, Avoca, Inc.

Harry J. Blumenthal, Jr., 57        President, Blumenthal                       1993             2004
                                    Print Works, Inc.
                                    (textiles manufacturing)

Joel B. Bullard, Jr., 52            President, Joe Bullard                      1994             2004
                                    Automotive Companies
                                    (automotive sales and service)

James M. Cain, 69                   Former Vice Chairman, Entergy               1987             2007
                                    Corporation (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., 55        Executive Vice President and Chief          N/A              N/A
                                    Financial Officer of the Company and
                                    Whitney National Bank since 1999 and
                                    Treasurer of the Company since 2001;
                                    Senior Vice President and Comptroller of
                                    Whitney National Bank from 1998 to 1999;
                                    Executive Vice President, Controller
                                    and Principal Accounting Officer,
                                    First Commerce Corporation (bank
                                    holding company) from 1996 to 1998

Rodney D. Chard, 60                 Executive Vice President of the             N/A              N/A
                                    Company and Whitney National
                                    Bank since 1996

Angus R. Cooper II, 60              Chairman and Chief Executive                1994             2004
                                    Officer, Cooper/T. Smith Corp.
                                    (shipping service company);
                                    Director, Friede Goldman Halter, Inc.
</TABLE>

                                       62
<PAGE>
<TABLE>
<CAPTION>
                                                                                Director         Term
Name and Age                        Principal Occupation                        Since            Expires
------------                        --------------------                        --------         -------
<S>                                 <C>                                         <C>              <C>
Richard B. Crowell, 64              Attorney, Crowell & Owens;                  1983             2007
                                    Director, CLECO Corporation

Joseph S. Exnicios, 47              Senior Vice President of                    N/A              N/A
                                    Whitney National Bank since 1994

G. Blair Ferguson, 59               Executive Vice President of the             N/A              N/A
                                    Company and Whitney National
                                    Bank since 1993

William A. Hines, 66                Chairman of the Board,                      1986             2006
                                    Nassau Holding Corporation
                                    (holding company of entities
                                    in the oil field service industry);
                                    Director, Unifab International, Inc.

John C. Hope III, 53                Executive Vice President of the             N/A              N/A
                                    Company since 1994 and of
                                    Whitney National Bank since 1998;
                                    Chairman of the Board,
                                    Energy South, Inc.

John J. Kelly, 68                   Chairman, Louisiana Technology              1986             2005
                                    Council (nonprofit organization
                                    advancing technology in Louisiana);
                                    former President, Textron
                                    Marine and Land Systems (designs
                                    and builds advanced technology
                                    vehicles and craft), retired 1999

E. James Kock, Jr., 74              Former President, Bowie Lumber              1965             2003
                                    Associates, Downmans Associates,
                                    Jeanerette Lumber & Shingle Co., Ltd.
                                    and White Castle Lumber & Shingle
                                    Co., Ltd. (land and timber holdings,
                                    and investments), retired 1993

Alfred S. Lippman, 64               Managing Member, Lippman                    1996             2006
                                    & Mahfouz, L.L.C., Attorneys at Law

Michael L. Lomax, 55                President, Dillard University               2002             2003
                                    since 1997

William L. Marks, 59                Chairman of the Board and                   1990             2005
                                    Chief Executive Officer of the
                                    Company and Whitney National
                                    Bank since 1990; Director, Adtran, Inc.;
                                    Director, CLECO Corporation

R. King Milling, 62                 President of the Company and                1979             2003
                                    Whitney National Bank since 1984
</TABLE>

                                       63

<PAGE>
<TABLE>
<CAPTION>
                                                                                Director         Term
Name and Age                        Principal Occupation                        Since            Expires
------------                        --------------------                        --------         -------
<S>                                 <C>                                         <C>              <C>
Eric J. Nickelsen, 58               Real estate developer and part              2000             2005
                                    owner, John S. Carr & Company,
                                    Inc. (January 1998 to present);
                                    former Chairman of the Board, Chief
                                    Executive Officer and President,
                                    Barnett Bank of West Florida
                                    (December 1993 to January 1998)

John G. Phillips, 80                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;
                                    Director, Energy Partners, Ltd.

Lewis P. Rogers, 50                 Senior Vice President of                    N/A              N/A
                                    Whitney National Bank since 1998

Carroll W. Suggs, 64                Vice Chairman, National Ocean               1996             2006
                                    Industries Association (2002-2003)
                                    (trade association representing a broad
                                    base of offshore/ocean related industries);
                                    former Chairman, Chief Executive
                                    Officer and President, Petroleum
                                    Helicopters, Inc., retired 2001; Director,
                                    GlobalSantaFe Corporation; Director,
                                    Pogo Producing Company

Dean E. Taylor, 54                  President (since 2001) and Chief            2002             2003
                                    Executive Officer (since 2002),
                                    Tidewater, Inc. (marine offshore supply);
                                    Executive Vice President, Tidewater, Inc.
                                    (2000-2001), Senior Vice President
                                    (1998-2000)

Thomas D. Westfeldt, 51             President, Westfeldt Brothers Inc.,         2002             2003
                                    (green coffee importing firm)
</TABLE>


         In  further  response  to this  Item  10,  registrant  incorporates  by
reference the section  entitled  "Section 16(a) Beneficial  Ownership  Reporting
Compliance" of its Proxy Statement dated March 14, 2003.

                                       64
<PAGE>
Item 11: EXECUTIVE COMPENSATION

         In response to this item,  registrant  incorporates  by  reference  the
section entitled "Executive Compensation" of its Proxy Statement dated March 14,
2003.

Item 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         AND RELATED STOCKHOLDER MATTERS

         In partial response to this item, registrant  incorporates by reference
the sections entitled "Voting  Securities and Principal Holders" and "Beneficial
Ownership  of  Directors  and  Management  and Other  Information"  of its Proxy
Statement dated March 14, 2003.

         The  following  table  summarizes  certain  information  regarding  the
registrant's  equity  compensation  plans of December 31, 2002.  The  underlying
compensation   plans,  which  are  more  fully  described  in  Note  12  to  the
consolidated  financial  statements  included  in Item 8, have  been  previously
approved by a vote of the shareholders.

<TABLE>
<CAPTION>
                                       Equity Compensation Plan Information
---------------------------------- -------------------------- ------------------------- -------------------------
                                              (a)                       (b)                       (c)
---------------------------------- -------------------------- ------------------------- -------------------------
                                                                                          Number of securities
                                                                                        remaining available for
                                                                                         future issuance under
                                    Number of securities to       Weighted-average        equity compensation
                                    be issued upon exercise      exercise price of          plans (excluding
                                    of outstanding options,     outstanding options,    securities reflected in
Plan category                         warrants and rights       warrants and rights           column (a))
---------------------------------- -------------------------- ------------------------- -------------------------
<S>                                        <C>                         <C>                      <C>
Equity compensation plans
     approved by shareholders              1,774,722                   $28.81                   1,653,431(1),(2)
Equity compensation plans
     not approved by shareholders             ---                        ---                        ---
---------------------------------- -------------------------- ------------------------- -------------------------
      Total                                1,774,722                   $28.81                   1,653,431
---------------------------------- -------------------------- ------------------------- -------------------------
<FN>
(1)      Includes  1,045,950  shares that remain  available for future  issuance
         under the 2001 Directors' Compensation Plan, including shares that will
         be issued with respect to common stock credits  accumulated in deferred
         compensation  accounts.  The Company is  authorized  under this plan to
         issue an  aggregate  number of common  shares not  exceeding  3% of its
         shares issued and  outstanding  from time to time, but in no event more
         than  1,125,000  shares.  Under this plan, the Company may award common
         stock in  addition  to awarding  stock  options and issuing  shares for
         common stock credits.

(2)      Includes  607,481 shares  available for future  issuance under the 1997
         Long-Term  Incentive Plan. The aggregate  number of shares issued under
         the terms of this plan cannot  exceed 7% of the total number of Company
         shares issued and  outstanding  from time to time. In addition to stock
         options,  the Company may grant or award restricted stock,  performance
         shares, phantom shares and stock appreciation rights under the plan.
</FN>
</TABLE>


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 14,
2003.

                                       65
<PAGE>
Item 14: CONTROLS AND PROCEDURES

         The Company  maintains  disclosure  controls  and  procedures  that are
designed to ensure that  information  required to be disclosed in the reports it
files  under the  Securities  Exchange  Act of 1934,  as amended,  is  recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Commission's  rules and forms.  Such controls  include those  designed to ensure
that material  information is  communicated  to management,  including the Chief
Executive  Officer (CEO) and Chief  Financial  Officer (CFO),  as appropriate to
allow timely decisions regarding required disclosure.

         The CEO and CFO, with the  participation of management,  have evaluated
the effectiveness of Whitney's  disclosure  controls and procedures as of a date
within  ninety days  before the filing date of this annual  report on Form 10-K.
Based on their evaluation,  they have concluded that the disclosure controls and
procedures  are effective.  There were no  significant  changes in the Company's
internal  controls or in other factors  subsequent to the date of the evaluation
that could  significantly  affect the operation of the  disclosure  controls and
procedures.

                                     PART IV

Item 15: 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 of this Form 10-K:

                                                                     Page Number

               Summary of Quarterly Financial Information                     28

               Consolidated Balance Sheets --
                 December 31, 2002 and 2001                                   29

               Consolidated Statements of Income --
                 Years Ended December 31, 2002, 2001 and 2000                 30

               Consolidated Statements of Changes in Shareholders'
                 Equity --
                 Years Ended December 31, 2002, 2001 and 2000                 31

               Consolidated Statements of Cash Flows --
                 Years Ended December 31, 2002, 2001 and 2000                 32

               Notes to Consolidated Financial Statements                     33

               Report of Independent Accountants                              59

         (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.


                                       66
<PAGE>
         (a)(3) Exhibits:

         To obtain a copy of any listed exhibit send your request to the address
below.  The copy will be furnished upon payment of a fee.

               Mrs. Shirley Fremin, Manager
               Investor Relations
               Whitney Holding Corporation
               P. O. Box 61260
               New Orleans, LA  70161-1260
               (504) 586-3627 or toll free (800) 347-7272
               E-mail: investor.relations@whitneybank.com

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

               Exhibit 3.2 - Copy of the Company's  Bylaws (filed as Exhibit 3.2
               to the  Company's  quarterly  report on Form 10-Q for the quarter
               ended  September  30, 2000  (Commission  file number  0-1026) and
               incorporated by reference).

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

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

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

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

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

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

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

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

                                       67
<PAGE>
               Exhibit 10.8 - Form of restricted stock agreement between Whitney
               Holding Corporation and certain of its officers (filed as Exhibit
               19.1 to the  Company's  quarterly  report  on Form  10-Q  for the
               quarter ended June 30, 1992  (Commission  file number 0-1026) and
               incorporated by reference).

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

               Exhibit 10.8b - Form of amendment to restricted  stock  agreement
               between Whitney  Holding  Corporation and certain of its officers
               (filed as Exhibit  10.8b to the  Company's  annual report on Form
               10-K for the year ended December 31, 2001 (Commission file number
               0-1026) and incorporated by reference).

               Exhibit  10.8c  - Form  of  restricted  stock  agreement  between
               Whitney Holding Corporation and certain of its officers (filed as
               Exhibit 10.8c to the Company's  quarterly report on Form 10-Q for
               the quarter ended June 30, 2002  (Commission  file number 0-1026)
               and incorporated by reference).

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

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

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

               Exhibit 10.10 - Directors'  Compensation Plan (filed as Exhibit A
               to the Company's Proxy Statement dated March 24, 1994 (Commission
               file number 0-1026) and incorporated by reference).

               Exhibit  10.10a  -  Amendment  No.  1  to  the  Whitney   Holding
               Corporation  Directors'  Compensation Plan (filed as Exhibit A to
               the Company's Proxy  Statement  dated March 15, 1996  (Commission
               file number 0-1026) and incorporated by reference).

               Exhibit  10.10b - Whitney  Holding  Corporation  2001  Directors'
               Compensation  Plan  (filed as Appendix B to the  Company's  Proxy
               Statement  dated March 15, 2001  (Commission  file number 0-1026)
               and incorporated by reference).

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

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


                                       68
<PAGE>
               Exhibit  10.13  -  Form  of  Amendment  to  Section  2.1e  of the
               Executive  agreements  filed as Exhibits 10.1 through 10.5 herein
               (filed as Exhibit  10.18 to the  Company's  annual report on Form
               10-K for the year ended December 31, 1996 (Commission file number
               0-1026) and incorporated by reference).

               Exhibit 10.14 - Form of Amendment  adding  subsection 2.1g to the
               Executive  Agreements  filed as Exhibits  10.1  through  10.5 and
               Exhibit  10.12 herein  (filed as Exhibit  10.19 to the  Company's
               quarterly  report on Form 10-Q for the  quarter  ended  March 31,
               1998   (Commission   file  number  0-1026)  and  incorporated  by
               reference).

               Exhibit  10.15 -  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 10.16 - Form of officer agreement between Whitney Holding
               Corporation,  Whitney  National  Bank  and  Joseph  S.  Exnicios,
               executed May 11, 1993,  and amended March 27, 1998,  and Lewis P.
               Rogers,  executed  June 23, 1999  (filed as Exhibit  10.16 to the
               Company's  quarterly  report on Form 10-Q for the  quarter  ended
               September   30,  2002   (Commission   file  number   0-1026)  and
               incorporated by reference).

               Exhibit 16.1 - Letter from Arthur Andersen LLP dated May 22, 2002
               (filed as Exhibit 16 to the Company's Form 8-K dated May 22, 2002
               (Commission file number 0-1026) and incorporated by reference).

               Exhibit 21 - Subsidiaries

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

               Exhibit 23.1 - Consent of PricewaterhouseCoopers  LLP dated March
               14, 2003.

               Exhibit 23.2 - Notice Regarding Consent of Arthur Andersen LLP.

               Exhibit 99.1 -  Certification  by the Company's  Chief  Executive
               Officer and Chief Financial  Officer pursuant to 18 U.S.C Section
               1350,  as adopted  pursuant to Section 906 of the  Sarbanes-Oxley
               Act of 2002.

         (b)       Reports of Form 8-K

         On a Form 8-K dated October 17, 2002,  the  registrant  reported  under
Item 5 the release of its financial  results for the quarter ended September 30,
2002.  The news release  covering the financial  results was filed as an exhibit
under Item 7.


                                       69
<PAGE>
                                   SIGNATURES
                                   ----------

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

                                               WHITNEY HOLDING CORPORATION
                                                      (Registrant)


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

                                                March 14, 2003
                                               ---------------------------------
                                                           Date

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

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

/s/ William L. Marks              Chairman of the Board,          March 14, 2003
-----------------------------     Chief Executive Officer         --------------
    William L. Marks              and Director


/s/ R. King Milling               President and Director          March 14, 2003
-----------------------------                                     --------------
    R. King Milling

/s/ Thomas L. Callicutt, Jr       Executive Vice President and    March 14, 2003
-----------------------------     Chief Financial Officer         --------------
    Thomas L. Callicutt, Jr.      (Principal Accounting Officer)


/s/ Harry J. Blumenthal, Jr.      Director                        March 14, 2003
-----------------------------                                     --------------
    Harry J. Blumenthal, Jr.

/s/ Joel B. Bullard, Jr.          Director                        March 14, 2003
-----------------------------                                     --------------
    Joel B. Bullard, Jr.

/s/ James M. Cain                 Director                        March 14, 2003
-----------------------------                                     --------------
    James M. Cain

/s/ Angus R. Cooper II            Director                        March 14, 2003
-----------------------------                                     --------------
    Angus R. Cooper II

/s/ Richard B. Crowell            Director                        March 14, 2003
-----------------------------                                     --------------
    Richard B. Crowell


                                       70
<PAGE>

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

/s/ William A. Hines              Director                        March 14, 2003
-----------------------------                                     --------------
    William A. Hines

/s/ John J. Kelly                 Director                        March 14, 2003
-----------------------------                                     --------------
    John J. Kelly

/s/ E. James Kock, Jr.            Director                        March 14, 2003
-----------------------------                                     --------------
    E. James Kock, Jr.

/s/ Alfred S. Lippman             Director                        March 14, 2003
-----------------------------                                     --------------
    Alfred S. Lippman

/s/ Michael L. Lomax              Director                        March 14, 2003
-----------------------------                                     --------------
    Michael L. Lomax

/s/ Eric J. Nickelsen             Director                        March 14, 2003
-----------------------------                                     --------------
    Eric J. Nickelsen

/s/ John G. Phillips              Director                        March 14, 2003
-----------------------------                                     --------------
    John G. Phillips

/s/ Carroll W. Suggs              Director                        March 14, 2003
-----------------------------                                     --------------
    Carroll W. Suggs

/s/ Dean E. Taylor                Director                        March 14, 2003
-----------------------------                                     --------------
    Dean E. Taylor

                                  Director
-----------------------------                                     --------------
    Thomas D. Westfeldt


                                       71
<PAGE>
                                 CERTIFICATIONS
                                 --------------

         I, William L. Marks, certify that:

         1.   I have reviewed this annual report on Form 10-K of Whitney Holding
              Corporation;

         2.   Based on my  knowledge,  this  annual  report does not contain any
              untrue  statement  of a material  fact or omit to state a material
              fact  necessary  to make  the  statements  made,  in  light of the
              circumstances   under  which  such   statements   were  made,  not
              misleading  with  respect  to the period  covered  by this  annual
              report;

         3.   Based  on  my  knowledge,  the  financial  statements,  and  other
              financial  information  included  in this  annual  report,  fairly
              present in all material respects the financial condition,  results
              of operations and cash flows of the registrant as of, and for, the
              periods presented in this annual report;

         4.   The registrant's  other  certifying  officer and I are responsible
              for   establishing   and  maintaining   disclosure   controls  and
              procedures  (as defined in Exchange  Act Rules  13a-14 and 15d-14)
              for the registrant and we have:
              a)  designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;
              b)  evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and
              c)  presented  in  this  annual  report  our conclusions about the
                  effectiveness of the disclosure controls and procedures  based
                  on our evaluation as of the Evaluation Date;

         5.   The registrant's  other  certifying  officer and I have disclosed,
              based on our most recent evaluation,  to the registrant's auditors
              and the audit  committee of  registrant's  board of directors  (or
              persons performing the equivalent functions):
              a)  all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and
              b)  any fraud, whether or  not material, that involves  management
                  or  other   employees  who  have  a  significant  role  in the
                  registrant's internal controls; and

         6.   The registrant's  other certifying officer and I have indicated in
              this annual report whether or not there were  significant  changes
              in internal controls or in other factors that could  significantly
              affect internal controls subsequent to the date of our most recent
              evaluation,  including  any  corrective  actions  with  regard  to
              significant deficiencies and material weaknesses.

         /s/ William L. Marks
         -----------------------------
         William L. Marks
         Chief Executive Officer

         Date:      March 14, 2003
                    --------------


                                       72
<PAGE>



         I, Thomas L. Callicutt, Jr., certify that:

         1.   I have reviewed this annual report on Form 10-K of Whitney Holding
              Corporation;

         2.   Based on my  knowledge,  this  annual  report does not contain any
              untrue  statement  of a material  fact or omit to state a material
              fact  necessary  to make  the  statements  made,  in  light of the
              circumstances   under  which  such   statements   were  made,  not
              misleading  with  respect  to the period  covered  by this  annual
              report;

         3.   Based  on  my  knowledge,  the  financial  statements,  and  other
              financial  information  included  in this  annual  report,  fairly
              present in all material respects the financial condition,  results
              of operations and cash flows of the registrant as of, and for, the
              periods presented in this annual report;

         4.   The registrant's  other  certifying  officer and I are responsible
              for   establishing   and  maintaining   disclosure   controls  and
              procedures  (as defined in Exchange  Act Rules  13a-14 and 15d-14)
              for the registrant and we have:
              a)  designed  such  disclosure  controls and  procedures to ensure
                  that  material   information   relating  to  the   registrant,
                  including its consolidated  subsidiaries,  is made known to us
                  by others  within  those  entities,  particularly  during  the
                  period in which this annual report is being prepared;
              b)  evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing date of this annual report (the "Evaluation Date");
                  and
              c)  presented  in  this  annual  report  our conclusions about the
                  effectiveness of the disclosure controls and procedures  based
                  on our evaluation as of the Evaluation Date;

         5.   The registrant's  other  certifying  officer and I have disclosed,
              based on our most recent evaluation,  to the registrant's auditors
              and the audit  committee of  registrant's  board of directors  (or
              persons performing the equivalent functions):
              a)  all  significant  deficiencies  in the design or  operation of
                  internal   controls   which   could   adversely   affect   the
                  registrant's ability to record, process,  summarize and report
                  financial  data  and  have  identified  for  the  registrant's
                  auditors any material weaknesses in internal controls; and
              b)  any fraud, whether or  not material, that involves  management
                  or  other   employees  who  have  a  significant  role  in the
                  registrant's internal controls; and

         6.   The registrant's  other certifying officer and I have indicated in
              this annual report whether or not there were  significant  changes
              in internal controls or in other factors that could  significantly
              affect internal controls subsequent to the date of our most recent
              evaluation,  including  any  corrective  actions  with  regard  to
              significant deficiencies and material weaknesses.

         /s/ Thomas L. Callicutt, Jr.
         -----------------------------------
         Thomas L. Callicutt, Jr.
         Chief Financial Officer

         Date:       March 14, 2003
                     -----------------


                                       73
<PAGE>
Exhibit 23.1

                       Consent of Independent Accountants

         We hereby consent to the incorporation by reference in the Registration
Statements  on Forms S-3 (No.  33-52999,  No.  33-55307,  No.  333-56277 and No.
333-75676) of Whitney Holding  Corporation and the  Registration  Statements  on
Form S-8 (No. 333-56024, as amended, No. 333-68506, No. 333-30257, No. 333-87050
and No.  333-91358) of Whitney  Holding  Corporation of our report dated January
15, 2003 relating to the  consolidated  financial  statements of Whitney Holding
Corporation, which appears in this Form 10-K.


/s/ PricewaterhouseCoopers LLP

New Orleans, Louisiana
March 14, 2003





                                       74
<PAGE>
Exhibit 23.2

                 Notice Regarding Consent of Arthur Andersen LLP

         Section 11(a) of the Securities Act of 1933, as amended (the Securities
Act),  provides that if part of a registration  statement at the time it becomes
effective  contains an untrue  statement of a material fact, or omits a material
fact required to be stated therein or necessary to make the  statements  therein
not misleading,  any person acquiring a security  pursuant to such  registration
statement  (unless it is proved that at the time of such acquisition such person
knew of such  untruth or omission)  may assert a claim  against,  among  others,
every  accountant who has consented to be named as having  prepared or certified
any  report  or  valuation  which is used in  connection  with the  registration
statement, report of valuation which purports to have been prepared or certified
by the accountant.

         The Annual  Report on Form 10-K for the year ended  December  31,  2002
(the Form 10-K) to which this notice is filed as an exhibit is  incorporated  by
reference  into  the  following  registration  statements   (collectively,   the
Registration Statements) filed by Whitney Holding Corporation (the Company) with
the  Securities  and  Exchange  Commission  (the  SEC),  and,  for  purposes  of
determining  any  liability  under  the  Securities  Act,  is deemed to be a new
registration  statement  for  each  Registration  Statement  into  which  it  is
incorporated by reference:

Form S-3 No. 33-52999 (dated April 6, 1994)
Form S-3 No. 33-55307 (dated August 31, 1994)
Form S-3 No. 33-56277 (dated November 1, 1994)
Form S-3 MEF No. 333-75676 (dated December 21, 2001)
Form S-8 No. 333-56024, as amended (dated December 18, 1992)
Form S-8 No. 333-68506 (dated September 8, 1993)
Form S-8 No. 333-30257 (dated June 27, 1997)
Form S-8 No. 333-87050 (dated April 26, 2002)
Form S-8 No. 333-91358 (dated June 27, 2002)

         On May 22, 2002,  Whitney Holding  Corporation  decided not to continue
the engagement of Arthur  Andersen LLP  (Andersen) as the Company's  independent
accountants.  This  action was taken with the  approval  of  Whitney's  Board of
Directors,  which  ratified the  decision  reached by its Audit  Committee.  For
additional  information see the Company's  Current Report on Form 8-K filed with
the SEC on May 23, 2003. The Company  understands  that the staff of the SEC has
taken  the  position  that it will not  accept  consents  from  Andersen  if the
engagement  partner and the manager for the  Company's  audit are no longer with
Andersen.  Both the engagement  partner and the manager for the Company's  audit
are no longer with Andersen.  As a result, the Company has been unable to obtain
Andersen's   written  consent  to  the   incorporation  by  reference  into  the
Registration Statements of Andersen's audit report with respect to the Company's
consolidated  financial  statements as of December 31, 2001 and 2000 and for the
years then ended. Under these circumstances,  Rule 437a under the Securities Act
permits  the  Company  to file  this Form 10-K  without a written  consent  from
Andersen.  As a result,  however,  Andersen  will not have any  liability  under
Section 11(a) of the Securities Act for any untrue statements of a material fact
contained in the financial  statements audited by Andersen or any omissions of a
material  fact  required to be stated  therein.  Accordingly,  purchasers of the
Company's  securities  would be unable to assert a claim against  Andersen under
Section  11(a)  of the  Securities  Act  for  any  purchases  of  the  Company's
securities  made on or  after  the  date  of  this  Form  10-K  pursuant  to the
Registration  Statements.  To the extent provided in Section  11(b)(3)(C) of the
Securities Act, however, other persons who are liable under Section 11(a) of the
Securities Act, including the Company's  officers and directors,  may still rely
on Andersen's  original audit reports as being made by an expert for purposes of
establishing a due diligence defense under Section 11(b) of the Securities Act.


                                       75

<PAGE>
Exhibit 99.1

                Certification Pursuant to 18 U.S.C Section 1350,
      as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

         Each of the undersigned  officers of Whitney Holding  Corporation  (the
"Company"), in the capacities and dates indicated below, hereby certify pursuant
to  Section  906 of the  Sarbanes-Oxley  Act of  2002,  that,  to the best of my
knowledge,

         (1) the  Company's  Annual  Report  on Form 10-K for the  period  ended
             December  31,  2002  (the   "Report")   fully   complies  with  the
             requirements  of Section 13(a) or 15(d) of the Securities  Exchange
             Act of 1934; and

         (2) the  information  contained in the Report fairly  presents,  in all
             material   respects,   the  financial   condition  and  results  of
             operations of the Company.

Dated:   March 14, 2003                          By:/s/ William L. Marks
      ---------------------                      -------------------------------
                                                    William L. Marks
                                                    Chairman of the Board and
                                                    Chief Executive Officer

Dated:   March 14, 2003                          By:/s/ Thomas L. Callicutt, Jr.
      ---------------------                      -------------------------------
                                                    Thomas L. Callicutt, Jr.
                                                    Executive Vice President and
                                                    Chief Financial Officer

                                       76