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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, 2005        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                        (504) 586-7272
      New Orleans, Louisiana 70130              (Registrant's telephone number)
(Address of principal executive offices)

        SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None

           SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
                           Common Stock, no par value
                                (Title of Class)

        Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.    Yes X   No
                                                            ---
        Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section  15(d) of the Act.   Yes    No X
                                                                ---
        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.
                            ----
        Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act.

  Large accelerated filer X     Accelerated filer       Non-accelerated filer
                         ---                     ---                         ---

        Indicate by check mark if the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act).  Yes    No X
                                              ---

        As of December 31, 2005, the aggregate market value of the registrant's
common stock (all shares are voting shares) held by nonaffiliates was
approximately $ 1.98 billion (based on the closing price of the stock on June
30, 2005).

        At March 6, 2006, 63,460,447 shares of the registrant's no par value
common stock were outstanding.

        Certain specifically identified parts of the registrant's Proxy
Statement for the 2006 Annual Meeting of Shareholders to be filed with the
Securities and Exchange Commission are incorporated by reference into Part III
of this Form 10-K.

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<PAGE>
                           WHITNEY HOLDING CORPORATION

TABLE OF CONTENTS
                                                                            Page

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PART I
     Item 1:      Business                                                     1
     Item 1A:     Risk Factors                                                 7
     Item 1B:     Unresolved Staff Comments                                    8
     Item 2:      Properties                                                   8
     Item 3:      Legal Proceedings                                            8
     Item 4:      Submission of Matters to a Vote of Security Holders          8


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PART II
     Item 5:      Market for the Registrant's Common Equity, Related
                    Stockholder Matters and Issuer Purchases of
                    Equity Securities                                          9
     Item 6:      Selected Financial Data                                     10
     Item 7:      Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                       11
     Item 7A:     Quantitative and Qualitative Disclosures about Market
                    Risk                                                      40
     Item 8:      Financial Statements and Supplementary Data                 41
     Item 9:      Changes in and Disagreements with Accountants on
                    Accounting and Financial Disclosure                       80
     Item 9A:     Controls and Procedures                                     80
     Item 9B:     Other Information                                           80


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PART III
     Item 10:     Directors and Executive Officers of the Registrant          81
     Item 11:     Executive Compensation                                      81
     Item 12:     Security Ownership of Certain Beneficial Owners and
                    Management and Related Stockholder Matters                81
     Item 13:     Certain Relationships and Related Transactions              83
     Item 14:     Principal Accounting Fees and Services                      83

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PART IV
     Item 15:     Exhibits and Financial Statement Schedules                  84

     Signatures                                                               88


<PAGE>
                                     PART I
Item 1:  BUSINESS

ORGANIZATION AND RECENT DEVELOPMENTS

         Whitney Holding Corporation (the Company or Whitney) is a Louisiana
corporation that is registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended (BHCA). The Company began operations in 1962 as
the parent of Whitney National Bank (the Bank). The Bank is a national banking
association headquartered in New Orleans, Louisiana, that has been in continuous
operation in the greater New Orleans area since 1883. The Company has at times
operated as a multi-bank holding company when it established new entities in
connection with business acquisitions. The Company has merged all banking
operations into the Bank and intends to continue merging the operations of
future acquisitions at the earliest possible dates.

         During 2005, Whitney acquired Destin Bancshares, Inc., whose major
subsidiary, Destin Bank, operated in the Destin, Fort Walton Beach and Pensacola
areas of Florida. Destin Bancshares, Inc. also owned a full-service independent
insurance agency, and Whitney has continued to offer these services in northwest
Florida through a Bank subsidiary, Southern Coastal Insurance Agency, Inc. In
July 2005, Whitney announced plans to expand its presence in the Tampa Bay
metropolitan area of Florida through the acquisition of First National
Bancshares, Inc. and its subsidiary, 1st National Bank & Trust. Subject to
certain conditions and the receipt of approval from First National's
shareholders, this acquisition is expected to be completed in the second quarter
of 2006. Since early 1994, Whitney has acquired 18 separate banking operations
involving over $3.0 billion of assets, with the more recent focus on banks in
faster-growing markets such as those in certain parts of Florida and the
Houston, Texas area. The Company continues to seek opportunities to leverage its
operations through acquisitions that expand existing market share or provide
access to new parts of its market area with attractive deposit bases and
economic fundamentals.

         The Company also owns Whitney Community Development Corporation (WCDC).
WCDC was formed to provide financial support to corporations or projects that
promote community welfare in areas with mainly low or moderate incomes. WCDC's
main activity has been to provide financing for the development of affordable
housing. Whitney Securities, L.L.C., a registered 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 and serves
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, the western panhandle of Florida, and to the Tampa
Bay metropolitan area of Florida. The Bank also maintains a foreign branch on
Grand Cayman in the British West Indies.

         The Bank provides a broad range of community banking services to
commercial, small business and retail customers, offering a variety of
transaction and savings deposit products, 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 plans, corporations and individuals
and, together with Whitney Securities, L.L.C., offers investment brokerage
services and annuity products. Southern Coastal Insurance Agency, Inc. offers
personal and business lines of insurance to customers in northwest Florida.

THE 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.

                                       1
<PAGE>
COMPETITION

         There is significant competition within the financial services industry
in general as well as with respect to the particular financial services provided
by the Company and the Bank. Within its market, the Bank competes directly with
major banking institutions of comparable or larger size and resources, as well
as with various other smaller banking organizations. The Bank also has numerous
local and national nonbank competitors, including savings and loan associations,
credit unions, mortgage companies, personal and commercial finance companies,
investment brokerage and financial advisory firms, and mutual fund companies.
Entities that deliver financial services and access to financial products and
transactions exclusively through the Internet are another source of competition.
Technological advances have also allowed the Bank and other financial
institutions to provide electronic and Internet-based services that enhance the
value of traditional financial products. Continued consolidation within the
financial services industry will most likely change the nature and intensity of
competition that Whitney faces, but can also create opportunities for Whitney to
demonstrate and exploit competitive advantages.

         The participants in the financial services industry are subject to
varying degrees of regulation and governmental supervision. The following
section summarizes certain important aspects of the supervision and regulation
of banks and bank holding companies. Some of Whitney's competitors that are not
banks or bank holding companies may be subject to less regulation than are the
Company and the Bank, and this may give them a competitive advantage. The
current system of laws and regulations can change over time and this would
influence the competitive positions of the participants in the financial
services industry. We cannot predict whether these changes will be favorable or
unfavorable to the Company and the Bank.

SUPERVISION AND REGULATION

         The Company and the Bank are subject to comprehensive supervision and
regulation that affect virtually all aspects of their operations. The following
summarizes certain of the more important statutory and regulatory provisions.

Supervisory Authorities
         Whitney is a bank holding company, registered with and regulated by the
Federal Reserve Board (FRB). The Bank is a national bank and, as such, is
subject to supervision, regulation and examination by the Office of the
Comptroller of the Currency (OCC). Ongoing supervision is provided through
regular examinations and other means that allow the regulators to gauge
management's ability to identify, assess and control risk in all areas of
operations in a safe and sound manner and to ensure compliance with laws and
regulations. As a result, the scope of routine examinations of the Company and
the Bank is rather extensive. To facilitate supervision, the Company and the
Bank are required to file periodic reports with the regulatory agencies, and
much of this information is made available to the public by the agencies.

Capital
         The FRB and the OCC require that the Company and the Bank meet certain
minimum ratios of capital to assets in order to conduct their activities. Two
measures of regulatory capital are used in calculating these ratios - Tier 1
Capital and Total Capital. Tier 1 Capital generally includes common equity,
retained earnings, a limited amount of qualifying preferred stock, and
qualifying minority interests in consolidated subsidiaries, reduced by goodwill
and certain other intangible assets, such as core deposit intangibles, and
certain other assets. Total Capital generally consists of Tier 1 Capital plus
the allowance for loan losses, preferred stock that did not qualify as Tier 1
Capital, certain types of subordinated debt and a limited amount of other items.

         The Tier 1 Capital ratio and the Total Capital ratio are calculated
against an asset total weighted for risk. Certain assets, such as cash and U. S.
Treasury securities, have a zero risk weighting. Others, such as commercial and
consumer loans, often have a 100% risk weighting. Assets also include amounts
that represent the potential funding of off-balance sheet obligations such as
loan commitments and letters of credit. These potential assets are assigned to
risk categories in the same manner as funded assets. The total assets in each
category are multiplied by the appropriate risk weighting to determine
risk-adjusted assets for the capital calculations. The leverage ratio also

                                       2
<PAGE>
provides a measure of the adequacy of Tier 1 Capital, but assets are not
risk-weighted for this calculation. Assets deducted from regulatory capital,
such as goodwill and other intangible assets, are also excluded from the asset
base used to calculate capital ratios. The minimum capital ratios for both the
Company and the Bank are generally 8% for Total Capital, 4% for Tier 1 Capital
and 4% for leverage.

         To be eligible to be classified as "well-capitalized," the Bank must
generally maintain a Total Capital ratio of 10% or greater, a Tier 1 Capital
ratio of 6% or greater, and a leverage ratio of 5% or more. If an institution
fails to remain well-capitalized, it will be subject to a series of restrictions
that increase as the capital condition worsens. For instance, federal law
generally prohibits a depository institution from making any capital
distribution, including the payment of a dividend or paying any management fee
to its holding company, if the depository institution would be undercapitalized
as a result. Undercapitalized depository institutions may not accept brokered
deposits absent a waiver from the Federal Deposit Insurance Corporation (FDIC),
are subject to growth limitations, and must submit a capital restoration plan
that is guaranteed by the institution's parent holding company. Significantly
undercapitalized depository institutions may be subject to a number of
requirements and restrictions, including orders to sell sufficient voting stock
to become adequately capitalized, requirements to reduce total assets, and
cessation of receipt of deposits from correspondent banks. Critically
undercapitalized institutions are subject to the appointment of a receiver or
conservator.

         The capital ratios for both the Company and the Bank exceed the
required minimums, and the capital ratios for the Bank make it eligible for
classification as "well-capitalized" under current regulatory criteria.

Expansion and Activity Limitations
         With prior regulatory approval, Whitney may acquire other banks or bank
holding companies and the Bank may merge with other banks. Acquisitions of banks
domiciled in states other than Louisiana may be subject to certain restrictions,
including restrictions related to the percentage of deposits that the resulting
bank may hold in that state and nationally and the number of years that the bank
to be acquired must have been operating. Whitney may also engage in or acquire
an interest in a company that engages in activities that the FRB has determined
by regulation or order to be so closely related to banking as to be a proper
incident to banking activities. The FRB normally requires some form of notice or
application to engage in or acquire companies engaged in such activities. Under
the BHCA, Whitney is generally prohibited from engaging in or acquiring direct
or indirect control of more than 5% of the voting shares of any company engaged
in activities other than those referred to above.

         Under the Gramm-Leach-Bliley Act (GLB Act), adopted in 1999, bank
holding companies that are well-capitalized and well-managed and meet other
conditions can elect to become financial holding companies. As financial holding
companies, they and their subsidiaries are permitted to acquire or engage in
certain activities that were not previously permitted for bank holding
companies. These activities include insurance underwriting, securities
underwriting and distribution, travel agency activities, broad insurance agency
activities, merchant banking, and other activities that the FRB determines to be
financial in nature or complementary to these activities. Whitney has not
elected to become a financial holding company, but may elect to do so in the
future. The GLB Act also permits well-capitalized and well-managed banks to
establish financial subsidiaries that may engage in activities not previously
permitted for banks. In 2005, the Bank elected for the first time to establish a
financial subsidiary to be able to continue to operate the insurance agency
acquired with Destin Bancshares, Inc.

Support of Subsidiary Banks by Holding Companies
        Under current FRB policy, Whitney is expected to act as a source of
financial strength for the Bank and to commit resources to support the Bank in
circumstances where it might not do so absent such policy. In addition, any
loans by a bank holding company to a subsidiary bank are subordinate in right of
payment to deposits and certain other indebtedness of the subsidiary bank. In
the event of a bank holding company's bankruptcy, any commitment by the bank
holding company to a federal bank regulatory agency to maintain the capital of a
subsidiary bank at a certain level would be assumed by the bankruptcy trustee
and entitled to priority of payment.

                                       3
<PAGE>
Limitations on Acquisitions of Bank Holding Companies
         As a general proposition, other companies seeking to acquire control of
a bank holding company such as Whitney would require the approval of the Federal
Reserve Board under the BHCA. In addition, individuals or groups of individuals
seeking to acquire control of a bank holding company would need to file a prior
notice with the FRB (which the FRB may disapprove under certain circumstances)
under the Change in Bank Control Act. Control is conclusively presumed to exist
if an individual or company acquires 25% or more of any class of voting
securities of the bank holding company. Control may exist under the Change in
Bank Control Act if the individual or company acquires 10% or more of any class
of voting securities of the bank holding company.

Deposit Insurance
         The Bank is a member of the FDIC, and its deposits are insured by the
FDIC up to the amount permitted by law. The Bank is thus subject to FDIC deposit
insurance premium assessments. The FDIC uses a risk-based assessment system that
assigns insured depository institutions to different premium categories based
primarily on each institution's capital position and its overall risk rating as
determined by its primary regulator. Annual premium rates currently range from
none for institutions that are judged to pose the least risk to the insurance
fund to 27 cents per $100 of assessable deposits for the most risky
institutions, but the FDIC is authorized to set the top rate as high as 31 basis
points. Under the premium structure currently in effect and based on its current
capital position and regulatory risk rating, the Bank pays no deposit insurance
premium.

         The FDIC also collects a deposit-based assessment from insured
financial institutions on behalf of The Financing Corporation (FICO). The funds
from these assessments are used to service debt issued by FICO in its capacity
as a financial vehicle for the Federal Savings & Loan Insurance Corporation. The
FICO assessment rate is set quarterly and in 2005 ranged from 1.44 cents to 1.34
cents per $100 of assessable deposits.

         Congress passed deposit insurance reform legislation in February 2006.
Among other provisions, this new law provides for increased coverage limits over
time and adds flexibility to the determination of the target reserve ratio for
the insurance fund and insurance premium assessments. There is no way to
meaningfully project what impact this reform legislation will have on the level
of future premium rates, although no significant near-term impact is expected.

Other Statutes and Regulations
         The Company and the Bank are subject to a myriad of other statutes and
regulations affecting their activities. Some of the more important are:

         Anti-Money Laundering. Financial institutions must maintain anti-money
laundering programs that include established internal policies, procedures, and
controls; a designated compliance officer; an ongoing employee training program;
and testing of the program by an independent audit function. The Company and the
Bank are also prohibited from entering into specified financial transactions and
account relationships and must meet enhanced standards for due diligence and
"knowing your customer" in their dealings with foreign financial institutions
and foreign customers. Financial institutions must take reasonable steps to
conduct enhanced scrutiny of account relationships to guard against money
laundering and to report any suspicious transactions, and recent laws provide
law enforcement authorities with increased access to financial information
maintained by banks. Anti-money laundering obligations have been substantially
strengthened as a result of the USA Patriot Act, enacted in 2001 and renewed in
2006. Bank regulators routinely examine institutions for compliance with these
obligations and are required to consider compliance in connection with the
regulatory review of applications. The regulatory authorities have been active
in imposing "cease and desist" orders and money penalty sanctions against
institutions found to be violating these obligations.

         Sections 23A and 23B of the Federal Reserve Act. The Bank is limited in
its ability to lend funds or engage in transactions with the Company or other
nonbank affiliates of the Company, and all such transactions must be on an
arms-length basis and on terms at least as favorable to the Bank as those
prevailing at the time for transactions with unaffiliated companies. Outstanding
loans from the Bank to the Company may not exceed 10% of the Bank's capital
stock and surplus, and these loans must be fully collateralized.

                                       4
<PAGE>
         Dividends. Whitney's principal source of cash flow, including cash flow
to pay dividends to its shareholders, is the dividends that it receives from the
Bank. Statutory and regulatory limitations apply to the Bank's payment of
dividends to the Company as well as to the Company's payment of dividends to its
shareholders. A depository institution may not pay any dividend if payment would
cause it to become undercapitalized or if it already is undercapitalized. The
federal banking agencies may prevent the payment of a dividend if they determine
that the payment would be an unsafe and unsound banking practice. Moreover, the
federal agencies have issued policy statements that provide that bank holding
companies and insured banks should generally only pay dividends out of current
operating earnings.

         Community Reinvestment Act. The Bank is subject to the provisions of
the Community Reinvestment Act of 1977, as amended (CRA), and the related
regulations issued by federal banking agencies. The CRA states that all banks
have a continuing and affirmative obligation, consistent with safe and sound
operation, to help meet the credit needs for their entire communities, including
low- and moderate-income neighborhoods. The CRA also charges a bank's primary
federal regulator, in connection with the examination of the institution or the
evaluation of certain regulatory applications filed by the institution, with the
responsibility to assess the institution's record in fulfilling its obligations
under the CRA. The regulatory agency's assessment of the institution's record is
made available to the public. The Bank received an "outstanding" rating
following its most recent CRA examination.

         Consumer Regulation. Activities of the Bank are subject to a variety of
statutes and regulations designed to protect consumers. These laws and
regulations include provisions that:
         o    limit the interest and other charges collected or contracted for
              by the Bank;
         o    govern the Bank's disclosures of credit terms to consumer
              borrowers;
         o    require the Bank to provide information to enable the public and
              public officials to determine whether it is fulfilling its
              obligation to help meet the housing needs of the community it
              serves;
         o    prohibit the Bank from discriminating on the basis of  race, creed
              or other prohibited factors when it makes decisions to extend
              credit;
         o    require that the Bank safeguard the personal nonpublic information
              of its customers, provide annual notices to consumers regarding
              the usage and sharing of such information, and limit disclosure of
              such information to third parties except under specific
              circumstances; and
         o    govern the manner in which the Bank may collect consumer debts.

         The deposit operations of the Bank are also subject to laws and
regulations that:
         o    require the Bank to adequately disclose the interest rates and
              other terms of consumer deposit accounts;
         o    impose a duty on the Bank to maintain the confidentiality of
              consumer financial records and prescribe procedures for complying
              with administrative subpoenas of financial records; and
         o    govern automatic deposits to and withdrawals from deposit accounts
              with the Bank and the rights and liabilities of customers who use
              automated teller machines and other electronic banking services.

EMPLOYEES

         At the end of 2005, the Company and the Bank had a total of 2,402
employees, or 2,340 employees on a full-time equivalent basis. 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.

                                       5
<PAGE>
EXECUTIVE OFFICERS OF THE COMPANY

Name and Age                        Position Held and Recent Business Experience
----------------------------------  --------------------------------------------

William L. Marks, 62                Chief Executive Officer and Chairman of the
                                    Board of the Company and Whitney National
                                    Bank since 1990

R. King Milling, 65                 President of the Company and Whitney
                                    National Bank since 1984; Director of the
                                    Company and Whitney National Bank since 1979

Robert C. Baird, Jr., 55            Executive Vice President of the Company and
                                    Whitney National Bank since 1995, Division
                                    Executive of Louisiana Banking

Thomas L. Callicutt, Jr., 58        Executive Vice President and Chief Financial
                                    Officer of the Company and Whitney National
                                    Bank since 1999 and Treasurer of the Company
                                    since 2001

Rodney D. Chard, 63                 Executive Vice President of the Company and
                                    Whitney National Bank since 1996, Division
                                    Executive of Operations and Technology

Joseph S. Exnicios, 50              Executive Vice President of the Company and
                                    Whitney National Bank since 2004, Senior
                                    Vice President of Whitney National Bank from
                                    1994 to 2004, Division Executive of New
                                    Orleans Commercial Banking

John C. Hope III, 56                Executive Vice President of the Company
                                    since 1994 and of Whitney National Bank
                                    since 1998, Division Executive of Gulf Coast
                                    Banking

Kevin P. Reed, 45                   Executive Vice President of the Company and
                                    Whitney National Bank since 2004, Senior
                                    Vice President of Whitney National Bank from
                                    1998 to 2004, Division Executive of Trust &
                                    Wealth Management

Lewis P. Rogers, 53                 Executive Vice President of the Company and
                                    Whitney National Bank since 2004, Senior
                                    Vice President of Whitney National Bank from
                                    1998 to 2004, Division Executive of Credit
                                    Administration

John M. Turner, Jr., 44             Executive Vice President of the Company and
                                    Whitney National Bank since February 2005,
                                    Senior Vice President of Whitney National
                                    Bank from 1994 to 2005, Regional Executive -
                                    Eastern Region

AVAILABLE INFORMATION

         The Company's filings with the Securities and Exchange Commission
(SEC), 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 website as soon as reasonably practicable after the Company files with
the SEC. Copies can be obtained free of charge by visiting the Company's website
at www.whitneybank.com. The Company's website is not incorporated into this
annual report on Form 10-K.

                                       6
<PAGE>
Item 1A. RISK FACTORS

         Whitney must recognize and attempt to manage a number of risks as it
implements its strategies to successfully compete with other companies in the
financial services industry. Some of the more important risks common to the
industry and Whitney are:

         o    credit risk, which is the risk that borrowers will be unable to
              meet their contractual obligations, leading to loan losses and
              reduced interest income;
         o    market risk, which is the risk that changes in market rates and
              prices will adversely affect the results of operations or
              financial condition;
         o    liquidity risk, which is the risk that funds will not be available
              at a reasonable cost to meet operating and strategic needs; and
         o    operational risk, which is the risk of loss resulting from
              inadequate or failed internal processes, people and systems, or
              external events, such as natural disasters.

         Although Whitney generally is not significantly more susceptible to
adverse effects from these or other common risk factors than other industry
participants, there are certain aspects of Whitney's business model that may
expose it to somewhat higher levels of risk and should be considered carefully
in evaluating the Company's overall risk profile.

Whitney's profitability depends in substantial part on net interest income and
on our ability to manage interest rate risk.

         Whitney's net interest income represented more than 75% of total
revenues in each of the last five years. Net interest income is the difference
between the interest earned on loans, investment securities and other earning
assets, and interest owed on deposits and borrowings. Numerous and often
interrelated factors influence Whitney's ability to maintain and grow net
interest income, and a number of these factors are addressed in Management's
Discussion and Analysis of Financial Condition and Results of Operations located
in Item 7. One of the most important factors is changes in market rates and in
the relationship between these rates for different financial instruments and
products and at different maturities. Such changes are generally outside the
control of management and cannot be predicted with certainty. Although
management applies significant resources to anticipating these changes and to
developing and executing strategies for operating in an environment of change,
they cannot eliminate the possibility that interest rate risk will negatively
affect our net interest income and lead to earnings volatility.

Whitney's market area is susceptible to hurricanes and tropical storms, which
may increase the Company's exposure to credit risk, operational risk and
liquidity risk.

         Most of Whitney's market area lies within the coastal region of the
five states bordering the Gulf of Mexico. This is an area that is susceptible to
hurricanes and tropical storms. Within its broader market area, the greater New
Orleans area has traditionally been Whitney's most significant base of
operations, holding the largest concentration of deposits and serving as home to
relationship officers who manage a significant portion of the Bank's commercial
loan portfolio. At the end of 2005, approximately 50% of both total deposits and
total loans were serviced from the greater New Orleans area.

         Hurricane Katrina hit the greater New Orleans area and the Mississippi
coast in August 2005, with lesser impacts on coastal Alabama and the western
panhandle of Florida.  Hurricane  Rita made landfall the following  month at the
border of Texas and  Louisiana,  with a major  impact  on  southwest  Louisiana,
including the Lake Charles area.  These two storms  caused  widespread  property
damage,  required the  relocation  of an  unprecedented  number of residents and
business  operations,  and severely  disrupted  normal economic  activity in the
impacted areas. The impact on the Company,  both  operationally and with respect
to credit risk and liquidity,  and the uncertainties  that remain in the wake of
these storms are covered in detail in  Management's  Discussion  and Analysis of
Financial Condition and Results of Operations located in Item 7.

                                       7
<PAGE>
Item 1B. UNRESOLVED STAFF COMMENTS

         None.

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 also owns an operations center
in the greater New Orleans area. The Bank makes portions of its main office
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 maintains approximately 145 banking facilities in five
states. The Bank owns approximately 70% of these facilities, and the remaining
banking 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. Following the hurricanes that
struck Whitney's market area in 2005, nine branch locations remain closed, and
business is being conducted from temporary facilities or on a limited-access
basis at seven other storm-damaged locations. These closures and service
disruptions are not expected to have a significant effect on the Company's
overall operations.

         The Bank and a subsidiary hold a variety of property interests acquired
through the years in settlement of loans. Note 9 to the consolidated financial
statements included in Item 8 provides further information regarding such
property interests and is incorporated here by reference.

Item 3:  LEGAL PROCEEDINGS

         There are no material pending legal proceedings, other than ordinary
routine litigation incidental to the Company's 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.


                                       8
<PAGE>
                                     PART II

Item 5:  MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
         AND ISSUER PURCHASES OF EQUITY SECURITIES

         The Company's stock trades on the Nasdaq National Market under the
symbol WTNY. The Summary of Quarterly Financial Information appearing in Item 8
of this Form 10-K shows the high and low sales prices of the Company's stock for
each calendar quarter of 2005 and 2004 as reported on the Nasdaq National
Market, and is incorporated here by reference.

         The approximate number of shareholders of record of the Company, as of
March 6, 2006, was as follows:

               Title of Class                       Shareholders of Record
          -------------------------------------------------------------------
          Common Stock, no par value                        5,238

         Dividends declared by the Company are listed in the Summary of
Quarterly Financial Information appearing in Item 8 of this Form 10-K, which is
incorporated here by reference. For a description of certain restrictions on the
payment of dividends see the section entitled "Supervision and Regulation" that
appears in Item 1 of this annual report.

         The following table provides information with respect to purchases made
by or on behalf of the Company or any "affiliated purchaser" (as defined in Rule
10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of the
Company's common stock during the three months ended December 31, 2005.

<TABLE>
<CAPTION>
         ----------------------- --------------- -------------- ------------------------ ------------------------
                                                                Total Number of Shares      Maximum Number of
                                  Total Number      Average      Purchased as Part of    Shares that May Yet Be
                                   of Shares      Price Paid      Publicly Announced       Purchased under the
                 Period            Purchased       per Share     Plans or Programs (1)    Plans or Programs (1)
         ----------------------- --------------- -------------- ------------------------ ------------------------
         <S>                            <C>         <C>                    <C>                      <C>
              October 2005               -            -                    -                        -
         ----------------------- --------------- -------------- ------------------------ ------------------------
             November 2005              306 (2)     $28.60                 -                        -
         ----------------------- --------------- -------------- ------------------------ ------------------------
             December 2005               -            -                    -                        -
         ----------------------- --------------- -------------- ------------------------ ------------------------

         (1)  In October 2004, the Board of Directors authorized the Company to
              repurchase up to 2.625 million shares of its common stock (1.75
              million shares before adjustment for the three-for-two stock split
              in May 2005). The repurchase program was completed in September
              2005.
         (2)  Represents shares that were tendered to the Company as
              consideration for the exercise price of employee stock options.
</TABLE>
                                       9
<PAGE>
<TABLE>
<CAPTION>
Item 6:  SELECTED FINANCIAL DATA
                                      WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                                                                        Years Ended December 31
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)          2005         2004         2003          2002         2001
-------------------------------------------------------------------------------------------------------------------
YEAR-END BALANCE SHEET DATA
<S>                                               <C>           <C>          <C>           <C>          <C>
  Total assets                                    $10,109,006   $8,222,624   $7,754,982    $7,097,881   $7,243,650
  Earning assets                                    9,054,484    7,648,740    7,193,709     6,501,009    6,681,786
  Loans                                             6,560,597    5,626,276    4,882,610     4,455,412    4,495,085
  Investment securities                             1,641,451    1,991,244    2,281,405     1,975,698    1,632,340
  Deposits                                          8,604,836    6,612,607    6,158,582     5,782,879    5,950,160
  Shareholders' equity                                961,043      904,765      840,313       800,483      717,888
-------------------------------------------------------------------------------------------------------------------
AVERAGE BALANCE SHEET DATA
  Total assets                                     $8,903,321   $7,890,183   $7,238,022    $7,016,675   $6,831,564
  Earning assets                                    8,098,998    7,327,233    6,717,863     6,492,791    6,303,445
  Loans                                             6,137,676    5,179,734    4,595,868     4,372,194    4,475,149
  Investment securities                             1,836,228    2,120,594    2,004,245     1,816,216    1,525,254
  Deposits                                          7,224,426    6,347,503    5,913,186     5,750,141    5,548,556
  Shareholders' equity                                935,362      881,477      823,698       760,725      698,099
-------------------------------------------------------------------------------------------------------------------
INCOME STATEMENT DATA
  Interest income                                    $468,085     $360,772     $338,069      $370,909     $441,145
  Interest expense                                     80,986       40,682       43,509        75,701      161,349
  Net interest income                                 387,099      320,090      294,560       295,208      279,796
  Net interest income (TE)                            392,979      326,237      300,115       300,134      285,161
  Provision for loan losses                            37,000        2,000       (3,500)        7,500       19,500
  Noninterest income                                   82,235       82,523       89,504        85,185       91,209
    Net securities gains in noninterest income             68           68          863           411          165
  Noninterest expense                                 286,978      260,278      242,923       230,926      239,104
  Net income                                          102,349       97,137       98,542        95,323       75,820
-------------------------------------------------------------------------------------------------------------------
KEY RATIOS
  Return on average assets                               1.15%        1.23%        1.36%         1.36%        1.11%
  Return on average shareholders' equity                10.94        11.02        11.96         12.53        10.86
  Net interest margin                                    4.85         4.45         4.47          4.62         4.52
  Average loans to average deposits                     84.96        81.60        77.72         76.04        80.65
  Efficiency ratio                                      60.40        63.69        62.49         60.00        62.09
  Allowance for loan losses to loans                     1.37          .97         1.22          1.48         1.59
  Nonperforming assets to loans plus foreclosed
     and surplus property                                1.03          .46          .62           .95          .77
  Net charge-offs to average loans                        .08          .19          .07           .28          .21
  Average shareholders' equity to average assets        10.51        11.17        11.38         10.84        10.22
  Shareholders' equity to total assets                   9.51        11.00        10.84         11.28         9.91
  Leverage ratio                                         8.21         9.56        10.13          9.76         8.72
-------------------------------------------------------------------------------------------------------------------
COMMON SHARE DATA
  Earnings Per Share
      Basic                                             $1.65        $1.59        $1.65         $1.59        $1.28
      Diluted                                            1.63         1.56         1.63          1.58         1.27
  Dividends
      Cash dividends per share                           $.98         $.89         $.82          $.74         $.69
      Dividend payout ratio                             60.26%       56.99%       50.32%        46.50%       53.81%
  Book Value Per Share                                 $15.17       $14.57       $13.85        $13.32       $12.07
  Trading Data
      High price                                       $33.69       $30.83       $27.55        $25.68       $21.71
      Low price                                         24.14        26.35        20.50         18.73        16.00
      End-of-period closing price                       27.56        29.99        27.33         22.22        19.49
      Trading volume                               50,434,066   27,662,252   34,386,386    32,889,785   20,948,025
  Average Shares Outstanding
      Basic                                        62,008,004   61,122,581   59,894,147    59,773,322   59,326,085
      Diluted                                      62,953,293   62,083,043   60,594,201    60,182,316   59,754,071
-------------------------------------------------------------------------------------------------------------------

Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
The efficiency ratio is noninterest expense to total net interest (TE) and
  noninterest income (excluding securities transactions).
Share and per share data reflect the 3-for-2 stock split effective May 25, 2005.
</TABLE>

                                       10
<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
2005, 2004 and 2003. 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 appearing in Item 8. All share and per share data
in this annual report reflect the three-for-two split of Whitney's common stock
that was effective May 25, 2005.

FORWARD-LOOKING STATEMENTS

         This discussion includes "forward-looking statements" within the
meaning of section 27A of the Securities Act of 1933, as amended, and section
21E of the Securities Exchange Act of 1934, as amended. Forward-looking
statements provide projections of results of operations or of financial
condition or state other forward-looking information, such as expectations about
future conditions and descriptions of future plans and strategies.
Forward-looking statements often contain words such as "anticipate," "believe,"
"estimate," "expect," "forecast," "goal," "intend," "plan," "project" or other
words of similar meaning.

         The forward-looking statements made in this discussion include, but may
not be limited to (a) comments on the current and future financial repercussions
of recent natural disasters, including the impact on the allowance for loan
losses and related provisions, deposit balances, liquidity and on certain
categories of noninterest income and expense; (b) expectations expressed about
insurance recoveries of storm-related casualty losses, disaster-response costs
and repair and rebuilding costs; (c) comments on conditions impacting certain
sectors of the loan portfolio; (d) information about changes in the duration of
the investment portfolio with changes in market rates; (e) statements of the
results of net interest income simulations run by the Company to measure
interest rate sensitivity; (f) discussion of the performance of Whitney's net
interest income, net interest margin, yields on the loan and investment
portfolios, and deposit rates assuming certain conditions; and (f) comments on
expected changes or trends, unrelated to the natural disasters, in expense
levels for retirement benefits, health benefits, amortization of intangibles,
and advertising and promotion.

         Whitney's ability to accurately project results or predict the effects
of future plans or strategies is inherently limited. Although Whitney believes
that the expectations reflected in forward-looking statements are based on
reasonable assumptions, actual results and performance could differ materially
from those set forth in the forward-looking statements.

         The natural disasters that affected portions of Whitney's service area
during 2005 are discussed below in the "Overview" section and in various other
sections. As described in the discussion, these events created significant
uncertainties, the outcome of which may have a significant impact on the
Company's future results. Additional factors that could cause actual results to
differ from those expressed in the Company's forward-looking statements include,
but are not limited to:

         o    Changes in economic and business conditions, including those
              caused by natural disasters or by acts of war or terrorism, that
              directly or indirectly affect the financial health of Whitney's
              customer base.
         o    Changes in interest rates that affect the pricing of Whitney's
              financial products, the demand for its financial services and the
              valuation of its financial assets and liabilities.
         o    Changes in laws and regulations that significantly affect the
              activities of the banking industry and the industry's competitive
              position relative to other financial service providers.
         o    Technological changes affecting the nature or delivery of
              financial products or services and the cost of providing them.
         o    The failure to capitalize on growth opportunities and realize cost
              savings in connection with business acquisitions.

                                       11
<PAGE>
         o    Management's inability to develop and execute plans for Whitney to
              effectively respond to unexpected changes.

         Whitney does not intend, and undertakes no obligation, to update or
revise any forward-looking statements, whether as a result of differences in
actual results, changes in assumptions or changes in other factors affecting
such statements.

OVERVIEW

NATURAL DISASTERS AFFECTING WHITNEY IN 2005

         Two strong hurricanes affected portions of Whitney's service area
during 2005. In late August, Hurricane Katrina hit the greater New Orleans area
and the Mississippi gulf coast, with lesser impacts on coastal Alabama and the
western panhandle of Florida. Hurricane Rita made landfall toward the end of
September across the coastal area at the border of Texas and Louisiana, with a
major impact on southwest Louisiana, including the Lake Charles area.

         These two storms caused widespread property damage, required the
relocation of an unprecedented number of residents and business operations, and
severely disrupted normal economic activity in the impacted areas. Governmental,
private and philanthropic agencies provided significant immediate and ongoing
disaster relief, including various forms of financial assistance, and numerous
legislative proposals, both local and national, have been adopted or are under
consideration regarding repairs and improvement to the storm-protection system
and long-term assistance to rebuild and revitalize the disaster areas. Such
proposals will inevitably address whether and how rebuilding should take place
in areas still vulnerable to devastation from future storms. This is
particularly applicable both to New Orleans and certain contiguous parishes,
where the existing levee system did not prevent storm surge from flooding
sections of the area for extended periods, and also to coastal communities with
direct exposure to the Gulf of Mexico.

         The following summarizes the more significant financial repercussions
of these natural disasters for the Company and the Bank.

Credit Quality and Allowance for Loan Losses
         Management has been confronted with a significant and unfamiliar degree
of uncertainty in estimating the impact of the recent storms on credit quality
and inherent losses. It was clear early on that the storms could have
significant and long-term economic repercussions, both positive and negative,
for businesses and individuals in the most severely affected parts of the
broader storm-impact area, but it was impossible then and continues to be
difficult to assess with precision the storms' ultimate effect on Whitney's loan
collections.

         To begin to address this uncertainty, loan officers completed an
extensive review of the storms' immediate and near-term impact on individual
borrowers by December 31, 2005. The section below on "Loans, Credit Risk
Management and the Allowance for Loan Losses" describes this review process and
management's overall approach to assessing the storms' impact on credit quality.
This assessment is still subject to significant uncertainties, both those
specific to individual customers, such as the resolution of insurance claims,
and those applicable to the economic recovery of the storm-impact area as a
whole. In addition, information to fully assess the performance of consumer
credits that had been under payment deferral programs started to become
available only after the end of 2005.

         The allowance for loan losses at December 31, 2005 incorporated
management's best estimate, based on available information, of inherent losses
resulting from the impact of the recent storms. As management acquires
additional information to resolve some of the remaining uncertainties and
obtains results of ongoing reviews of individual borrowers, the loss estimate
will be revised as needed.

                                       12
<PAGE>
Disaster Response Costs, Casualty Losses, Business Interruption and
Related Insurance

         To operate in disaster response mode, the Bank incurred expenses for,
among other things, the use of pre-designated back-up data processing centers,
the lease of temporary equipment and facilities, lodging and other expenses for
relocated personnel, and emergency communications with customers regarding the
status of Bank operations. Emergency changes to the Bank's normal processing and
collection of cash items caused recurring delays in funds availability that had
a negative impact on net interest income. In addition, a number of the Bank's
facilities and their contents were damaged by the storms and the rental income
from excess office space and a parking facility was temporarily disrupted.
Sixteen banking facilities will require replacement, relocation or major
renovation.

         Whitney maintains insurance for casualty losses as well as for
reasonable and necessary disaster response costs and certain revenue lost
through business interruption. Management believes, based on its understanding
of the coverage, that collection of receivables established for insurance claims
is probable. Certain additional disaster response costs and the bulk of repair
and replacement costs will be incurred in the early part of 2006 and beyond, and
these will be included in the insurance claims as appropriate. Management
projects that current and future claims will be within policy limits, and that
gains will be recognized with respect to casualty claims in future periods, but
this is contingent upon reaching agreement with the insurance carriers. Through
the end of 2005, Whitney expensed $4.4 million of storm-related disaster
response costs and casualty losses.

Deposit Growth and Liquidity Management
         The Bank experienced a rapid accumulation of deposits in the months
following the storms. Total deposits at December 31, 2005 were up $1.44 billion,
or 20%, from June 30, 2005. The most significant increase was in
noninterest-bearing demand deposits, which grew 24%, or $632 million, during the
fourth quarter of 2005 following growth of 16%, or $367 million, in 2005's third
quarter. A number of storm-related factors contributed to this accumulation.
Customers avoided larger recurring expenditures through payment deferral
programs and service disruptions, and many customers likely took a more
conservative approach to discretionary spending and increased credit purchases
to conserve liquidity. At the same time, significant disaster-relief funds were
available to residents in the affected areas, and a large number either remained
employed or received salary continuation payments. Many residents and businesses
have also received insurance settlements, although use of these funds has often
been delayed because of fundamental uncertainties pertaining to the rebuilding
process and insufficient resources to meet demand, and government-sponsored
disaster-recovery contracts have provided additional liquidity to some
commercial accounts.

         Although management expects the balances accumulated by deposit
customers in the storm-affected areas to reduce over time, it is difficult to
predict when and to what degree, and there may be some further growth as
remaining insurance claims are resolved and additional disaster-recovery funds
are distributed. Funds from the deposit build-up were first used to reduce
short-term wholesale borrowings, with the remainder mainly invested in
short-term liquidity management securities pending better information on the
volatility of these funds. Short-term investments and federal funds sold totaled
$806 million at December 31, 2005 compared to $22 million a year earlier. A
portion of the deposit growth also helped fund the increase in the balances of
cash and cash items that resulted from storm-forced changes to the Bank's normal
processing and collection of cash items and to its strategies for managing cash
on hand in these unusual circumstances. Balances of cash on hand, cash items in
process of collection and balances at financial institutions increased to $555
million at year-end 2005 from $214 million at the end of 2004. Some of this
increase will continue into 2006 as the Bank completes its response to certain
permanent changes in its operating environment.

Tax Relief
         Federal legislation passed in December 2005 provided for a tax credit
to businesses in the storm-affected areas based on salaries paid to dislocated
employees through the end of 2005. Application of this provision reduced
Whitney's income tax expense for 2005 by $1.9 million.

                                       13
<PAGE>
HIGHLIGHTS OF FINANCIAL RESULTS

         Whitney earned $102.3 million in 2005, up 5% from the $97.1 million
earned in 2004. Per share earnings in 2005 were $1.65 per basic share and $1.63
per diluted share, each approximately 4% higher than in 2004. The key components
of 2005's earnings performance follow:

         o    Net interest income, on a taxable-equivalent (TE) basis, increased
              20%, or $66.7 million, in 2005. Average earning assets were 11%
              higher in 2005 and the net interest margin (TE) widened by 40
              basis points. The most important factors behind the increase in
              net interest income in 2005 were loan growth and an improved mix
              of earning assets, higher short-term market interest rates,
              continued liquidity in the deposit base, including the
              accumulation of deposits following the storms, and active
              management of the pricing structure for loans and deposits.

        o     Whitney provided $37 million for loan losses in 2005, and the
              balance of the allowance for loan losses increased during the year
              by $36 million compared to year-end 2004. In 2004, the Company
              recognized a $2.0 million provision for loan losses. The allowance
              at December 31, 2005 incorporated management's best assessment
              based on currently available information of the storms' impact on
              credit quality. During 2005, there was a $106 million increase in
              the total of loans criticized through the internal credit risk
              classification process, approximately half of which represented
              storm-impacted credits. The storms' impact was not yet evident in
              net charge-offs, which totaled $5.0 million in 2005 and $9.6
              million in 2004.

        o     Noninterest income was little changed between 2004 and 2005.
              Deposit service charge income decreased 18%, or $6.6 million, in
              2005.  Higher deposit account balances maintained after the storms
              reduced charging opportunities for certain fees and rising short-
              term market rates led to an increase in the earnings credit
              allowed against service charges on certain business deposit
              accounts, among other factors.  Fees from bank cards were up 16%,
              or $1.7 million, in 2005, on continued growth in transaction
              volumes.  Credit-related fees also showed a volume-driven
              improvement of 28%, or $1.1 million.  In 2005, Whitney recognized
              an additional $1.9 million in net gains from the disposition of
              foreclosed assets and surplus banking property and received a $1.1
              million distribution for its membership in an electronic payment
              network that was sold during the year.

        o     Noninterest expense was 10%, or $26.7 million, higher in 2005.
              Incremental expenses associated with acquired operations,
              including the amortization of intangibles, totaled approximately
              $12.5 million in 2005. Employee compensation increased 11%, or
              $12.8 million, including $4.8 million associated with the staff of
              acquired operations and $3.5 million of additional compensation
              under management incentive programs. Employee benefits expense was
              also up 11%, or $3.4 million, mainly related to retiree pension
              and health benefits and to the cost of acquired staff. Noninterest
              expense in 2005 included $4.4 million in storm-related losses,
              while 2004 included a $1.6 million loss on the abandonment of
              certain facility leases and a $.6 million casualty loss for
              hurricane damage.

                                       14
<PAGE>
CRITICAL ACCOUNTING POLICIES

         Whitney prepares its financial statements in accordance with accounting
principles generally accepted in the United States of America. A discussion of
certain accounting principles and methods of applying those principles that are
particularly important to this process is included in Note 2 to the consolidated
financial statements located in Item 8. 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 management's process are discussed in Note
2 and in the following section on "Loans, Credit Risk Management 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.

         Management makes a variety of assumptions in applying principles that
govern the accounting for retirement benefits under the Company's defined
benefit pension plan. These assumptions are essential to the actuarial valuation
that determines the amounts Whitney recognizes and certain disclosures it makes
in the consolidated financial statements related to the operation of this plan
(see Note 15 in Item 8). Two of the more significant assumptions concern the
expected long-term rate of return on plan assets and the rate needed to discount
projected benefits to their present value. Changes in these assumptions impact
the cost of pension benefits recognized in earnings. Certain assumptions are
closely tied to current conditions and are generally revised at each measurement
date. For example, the discount rate is reset annually with reference to market
yields on high quality fixed-income investments. Other assumptions, such as the
rate of return on assets, are determined, in part, with reference to historical
and expected conditions over time and are not as susceptible to frequent
revision. Holding other factors constant, pension cost will move opposite to
changes in either the discount rate or the rate of return on assets. Recent
trends in pension costs are discussed in the section on "Noninterest Expense."

                                       15
<PAGE>
FINANCIAL CONDITION

LOANS, CREDIT RISK MANAGEMENT AND ALLOWANCE FOR LOAN LOSSES

Loan Portfolio Developments

         Total loans increased 17%, or $934 million, during 2005. Although some
recent growth can be attributed to disaster-recovery work in the storm-affected
areas and increased economic activity in evacuee relocation areas served by
Whitney, the most significant rebuilding efforts have not yet begun and
associated demand for credit will likely be spread over a number of years.
Whitney acquired a $390 million loan portfolio with Destin Bank in April 2005.
Table 1 shows loan balances by type of loan at December 31, 2005 and at the end
of the previous four years.

<TABLE>
<CAPTION>
TABLE 1.  LOANS OUTSTANDING BY TYPE
------------------------------------------------------------------------------------------------------------------
                                                                          December 31
------------------------------------------------------------------------------------------------------------------
(in thousands)                                        2005          2004          2003         2002          2001
------------------------------------------------------------------------------------------------------------------
<S>                                             <C>           <C>           <C>          <C>           <C>
Commercial, financial and agricultural          $2,685,894    $2,399,794    $2,213,207   $1,917,859    $1,852,497
Real estate - commercial, construction and
   other                                         2,743,486     2,209,975     1,726,212    1,584,099     1,576,817
Real estate - residential mortgage                 774,124       685,732       619,869      638,703       761,355
Individuals                                        357,093       330,775       323,322      314,751       304,416
------------------------------------------------------------------------------------------------------------------
    Total loans                                 $6,560,597    $5,626,276    $4,882,610   $4,455,412    $4,495,085
------------------------------------------------------------------------------------------------------------------
</TABLE>

         The portfolio of commercial loans, other than those secured by real
property, grew 12%, or $286 million, in 2005, including approximately $35
million from the Destin Bank acquisition. Overall the portfolio remained
diversified, with customers in a range of industries, including oil and gas
exploration and production, marine transportation and maritime construction,
wholesale and retail trade in various durable and nondurable products and the
manufacture of such products, financial services, and professional services.
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. There have been no major
trends or changes in the concentration mix of this portfolio category from
year-end 2004. The rate of commercial loan growth at the Bank in 2006 will
depend mainly on the economic fundamentals affecting its customers as well as on
its ability to continue 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, 2005, outstanding loans to oil and gas industry
customers represented approximately 9% of total loans, little changed from the
percentage at year-end 2004. The major portion of Whitney's customer base in
this industry provides transportation and other services and products to support
exploration and production activities. The Bank seeks service and supply
customers who are quality operators that can manage through volatile commodity
price cycles. With expectations of sustained higher commodity prices, Whitney
has increased its attention to lending opportunities in the exploration and
production sector in recent years. Outstanding loans to exploration and
production companies totaled nearly one third of the industry portfolio at the
end of 2005, up from approximately one quarter at year-end 2004. The Bank has a
petroleum engineer on staff who participates in the underwriting of loans to
exploration and production customers. Management, through the Bank's Credit
Policy Committee, monitors both industry fundamentals and portfolio performance
and credit quality on a formal ongoing basis and establishes and adjusts
internal exposure guidelines as a percent of capital both for the industry as a
whole and for individual sectors within the industry. The level of activity in
this industry continues to have an important impact on the economies of certain
portions of Whitney's market area, particularly southern Louisiana and Houston.

         Outstanding balances under participations in larger shared-credit loan
commitments totaled approximately $351 million at December 31, 2005, including
$107 million related to the oil and gas industry. Substantially all such shared
credits are with customers operating in Whitney's market area.

                                       16
<PAGE>
         The commercial real estate portfolio includes loans for construction
and real estate development, both commercial and residential, loans secured by
multi-family residential properties, and loans secured by properties used in
commercial or industrial operations. This portfolio sector grew 24%, or $534
million, in 2005. The Destin Bank acquisition added approximately $250 million
to this category in 2005, with construction and real estate development loans
making up three quarters of the total. Whitney continues to develop new business
in this highly competitive sector throughout its market area in addition to
financing new projects for its established customer base. The more recent
activity in this portfolio sector has been driven by condominium and apartment
projects and single-family residential development, particularly in the eastern
Gulf Coast region, and by the development of retail, office and industrial
properties by customers throughout Whitney's market area. At the same time,
financing activity for hotel and other hospitality industry projects, which have
largely been concentrated in the New Orleans metropolitan area, has slowed. The
future pace of new real estate project financing will reflect the level of
confidence by Whitney and its customers in the sustainability of favorable
economic conditions. The rate of portfolio growth in a given period will also be
affected by the refinancing of seasoned income properties in the secondary
market and payments on residential development loans as inventory is sold. The
Bank's Credit Policy Committee has also set exposure guidelines for the overall
portfolio of commercial real estate loans as well as for loans to developers or
owner-users that are secured by various subcategories of property. As with
lending to the oil and gas industry, management regularly monitors real estate
industry fundamentals and portfolio credit quality.

         The residential mortgage loan portfolio grew by 13%, or $88 million,
from the end of 2004 to year-end 2005, with most of this growth from the Destin
acquisition. In the last two years, Whitney has increased the promotion of
tailored mortgage products that are held in the portfolio, although it continues
to sell most conventional residential mortgage loan production in the secondary
market. This portfolio sector had declined for several years through 2003 as
many loans refinanced in a favorable rate environment while new production was
sold. There was little change in the total of fixed-term home equity loans
outstanding during 2004. Growth in this product slowed as borrowers increasingly
tapped home equity when refinancing their primary home mortgages in recent
years.

         Loans to individuals include various consumer installment and credit
line loan products other than fixed-term home equity loans. This portfolio
sector has grown moderately for several years, mainly from the promotion of
secured personal credit lines and acquisitions.

         Table 2 reflects contractual loan maturities, unadjusted for scheduled
principal reductions, prepayments or repricing opportunities. Approximately 60%
of the value of loans with a maturity greater than one year carries a fixed rate
of interest.

<TABLE>
<CAPTION>
TABLE 2.  LOAN MATURITIES BY TYPE
-----------------------------------------------------------------------------------------------------------------
                                                                       December 31, 2005
-----------------------------------------------------------------------------------------------------------------
                                                      One year      One through       More than
(in thousands)                                         or less       five years      five years            Total
-----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>              <C>               <C>           <C>
Commercial, financial and agricultural              $1,843,630       $  793,677        $ 48,587       $2,685,894
Real estate - commercial, construction and
  other                                                971,150        1,525,916         246,420        2,743,486
Real estate - residential mortgage                     146,307          381,857         245,960          774,124
Individuals                                            172,278          174,869           9,946          357,093
-----------------------------------------------------------------------------------------------------------------
    Total                                           $3,133,365       $2,876,319        $550,913       $6,560,597
-----------------------------------------------------------------------------------------------------------------
</TABLE>
                                       17
<PAGE>
Credit Risk Management and Allowance for Loan Losses

         General Discussion of Credit Risk Management and Determination of
         Allowance
         -----------------------------------------------------------------------
         Whitney manages credit risk mainly through adherence to underwriting
and loan administration standards established by its Credit Policy Committee and
through the efforts of the credit administration function to ensure consistent
application and monitoring of standards throughout the Company. Written credit
policies define underwriting criteria, concentration guidelines, and lending
approval processes that cover individual authority and the appropriate
involvement of regional loan committees and a senior loan committee. The senior
loan committee is composed of the Bank's senior lenders, senior officers in
Credit Administration, the President and the Chairman and Chief Executive
Officer.

         Commercial credits, including commercial real estate loans, are
underwritten principally based upon cash flow coverage, but additional support
is regularly obtained through collateralization and guarantees. Commercial loans
are typically relationship-based rather than transaction-driven. Loan
concentrations are monitored monthly by management and the Board of Directors.
Consumer loans are centrally underwritten with the support of automated credit
scoring tools, with appropriate secondary review procedures.

         A strong monitoring process is the key to early identification of
problem credits. Lending officers are responsible for ongoing monitoring and the
assignment of risk ratings to individual loans based on established guidelines.
An independent credit review function reporting to the Audit Committee of the
Board of Directors assesses the accuracy of officer ratings and the timeliness
of rating changes and performs concurrent reviews of the underwriting processes.
Once a problem relationship over a certain size threshold is identified, a
quarterly watch committee process is initiated. The watch committee, composed of
senior lending and credit administration management, must approve any
substantive changes to identified problem credits and assigns relationships to
the special credits department when appropriate.

         Management's ongoing evaluation of credit risk in the portfolio is
reflected in the estimate of probable loan losses inherent in the portfolio that
is reported in the Company's financial statements as the allowance for loan
losses. Changes in this evaluation over time are reflected in the provision for
loan losses charged to expense. The methodology for determining the allowance
involves significant judgment and important factors that influence this judgment
are re-evaluated quarterly to respond to changing conditions.

         The recorded allowance encompasses three elements: (1) allowances
established for losses on criticized loans; (2) allowances based on historical
loss experience for loans with acceptable credit quality and groups of
homogeneous loans not individually rated; and (3) allowances based on general
economic conditions and other qualitative risk factors internal and external to
the Company.

         Criticized loans are credits with above-average weaknesses as
identified through the internal risk-rating process. Criticized loans include
those that are deemed to be impaired as defined by Statement of Financial
Accounting Standards (SFAS) No. 114. Specific allowances are determined for
impaired loans based on the present value of expected future cash flows
discounted at the loan's contractual interest rate, the fair value of the
collateral if the loan is collateral dependent, or, when available, the loan's
observable market price. The allowance for the remainder of criticized loans is
calculated by applying loss factors to loan balances aggregated by the severity
of the internal risk rating. The loss factors applied to criticized loans are
determined with reference to the results of migration analysis, which analyzes
the charge-off experience over time for loans within each rating category.

         For the second element, loans assessed as having average or better
credit quality with similar risk ratings and homogeneous loans not subject to
individual rating, such as residential mortgage loans, consumer installment
loans and draws under consumer credit lines, are grouped together and individual
loss factors are applied to each group. The loss factors for homogeneous loan
groups are based on average historical charge-off information. Industry-based
factors are applied to other portfolio segments for which migration analysis has
not been implemented.

                                       18
<PAGE>
         Determining the final element of the allowance involves assessing how
other current factors, both internal and external, impact the accuracy of
results obtained for the other two elements. Internally, management must
consider whether trends have been identified in the quality of underwriting and
loan administration as well as in the timely identification of credit quality
issues. Management also monitors shifts in portfolio concentrations and other
changes in portfolio characteristics that indicate levels of risk not fully
captured in the loss factors. External factors include local and national
economic trends, as well as changes in the economic fundamentals of specific
industries that are well-represented in Whitney's customer base. Management has
established procedures to help ensure a consistent approach to this inherently
judgmental process over time.

         Management's Assessment of Storms' Impact on Credit Quality and Related
         Uncertainties
         -----------------------------------------------------------------------
         Management has been confronted with a significant and unfamiliar degree
of uncertainty in estimating the recent storms' impact on credit quality and
inherent losses. It was clear early on that the storms could have significant
and long-term economic repercussions, both positive and negative, for businesses
and individuals in the most severely affected parts of the broader storm-impact
area, but it was impossible then and continues to be difficult to assess with
precision the storms' ultimate effect on Whitney's loan collections.

         Based on information as of December 31, 2005, management has estimated
that loans to customers with some level of operations in or resident in the
impacted areas totaled $2.5 billion. Further analysis showed that the
composition of these loans generally reflects the composition of the entire
portfolio, which is over 80% weighted toward commercial and commercial real
estate loans. By the end of 2005, loan officers had made individual assessments
of the immediate and near-term effect of the storms on a substantial number of
the commercial and commercial real estate loan customers in the impact areas and
had initiated risk rating changes as needed, with confirmation of the
conclusions by the credit review function. Approximately three-fourths of this
component of the storm-impacted portfolio consists of large relationships
individually in excess of $1 million, although the cutoff for individual review
was set much lower. The results from this large-scale review were extrapolated
to the portion of the storm-impacted portfolio not reviewed, including those
reviewed loans for which the officers' conclusions were not yet confirmed by
credit review.

         Whitney's commercial relationships include many larger corporate
borrowers with significant resources who serve multiple market areas, have the
ability to shift physical operations and are backed by strong guarantors. The
loan officers' reviews generally confirmed management's expectation that most of
these customers would show limited immediate or near-term adverse effects from
the storms. Whitney's customers in heavy industry and manufacturing are mainly
located in areas that did not suffer severe effects from the storms, although
the ratings on two larger relationships did receive storm-related downgrades to
criticized classifications, with one identified as nonperforming. There was
serious disruption to oil and gas production in the Gulf of Mexico, mainly from
Hurricane Rita. Although some damage and lost capacity was noted among Whitney's
exploration and production customer base, no significant long-term business
impact or reduction in the customers' ability to service the debt was indicated.
Repair work to production facilities and pipelines has led to increased business
for a number of Whitney's borrowers in the service sector of the oil and gas
industry. Certain larger noncorporate commercial customers, including
educational institutions and certain public entities, did experience substantial
property damage and/or disruptions to operations, and risk ratings were updated
after considering both the immediate financial stress and the likely success of
steps taken to ensure long-term viability.

         In the review of larger commercial real estate loans secured by
income-producing properties, close attention was paid to loans financing hotel
operations in the New Orleans area. Overall, the properties financed by Whitney
received relatively little damage and their rooms have been filled with
contractors, government workers and displaced residents since shortly after the
storms. The reviews did identify one hotel property that has encountered delays
in reopening and the related loan was rated as warranting special attention.
Tourism is an important facet of the New Orleans economy, and the city's success
in revitalizing this industry and hosting conventions will be important to hotel
operators and others in the hospitality industry over the long term. Management
is guardedly optimistic that this revitalization is on track and that the
obstacles contributing to current labor shortages, such as the availability of
affordable housing, can be overcome.

                                       19
<PAGE>
         Loan officer reviews covered many middle market and small business
loans, including those secured by smaller retail or office properties. These
loans made up approximately one-fourth of the storm-impacted commercial and
commercial real estate portfolio at year-end 2005. There is a diverse mix of
customers in this portfolio segment, including a variety of retail and wholesale
merchants, restaurants, and professional and other service providers, among
others. The officer reviews did not reveal any immediately apparent
storm-related concentrations of increased credit risk within the portfolio, and
individual customers who were severely impacted are being closely monitored as
they work through insurance claims, evaluate their continued viability, and
develop strategies for recovery if feasible. Management recognizes that such
smaller businesses and smaller real estate leasing operations tend to have more
limited resources and operating flexibility than larger businesses, and are more
susceptible to the risks posed by what could be a prolonged recovery period and
eventual shrinkage in the economies of impacted markets. Loan officers will
continue to watch closely for signs of additional stress in this portfolio
segment.

         The detailed review process applied to commercial and commercial real
estate loans was not logistically feasible for the residential mortgage and
consumer credit components of the storm-impacted portfolio, which was estimated
to total $309 million as of December 31, 2005. In addition, payment deferral
programs offered by the Bank and other lenders have temporarily impaired the
usefulness of statistics traditionally used to monitor credit quality in these
portfolios. These portfolios were segmented using pre-storm risk
characteristics, such as credit scores, and the type of collateral securing the
loans, if any. Management assumed different levels of storm-related credit
deterioration for the various segments and applied incremental loss factors to
loans totaling approximately $120 million out of the total identified for the
storm-impacted portfolio. In developing its assumptions, management considered a
number of factors, including the historically strong credit risk profile of the
Bank's consumer loan customer base, the established criteria used to underwrite
consumer credits, the limited information that was available from contact with
borrowers since the storms, and knowledge that the storms' impact on the
financial capacity of individual borrowers has varied dramatically.

         Significant uncertainties remain regarding the performance of
residential mortgage loans and other consumer credits. Instability in the job
market and the possibility of additional relocations can undermine individual
borrowers' financial well-being and their ability to repay debts. Although much
progress has been made, a number of residential mortgage customers and other
secured borrowers have yet to resolve outstanding insurance claims. More
importantly, decisions to repair or rebuild damaged residences are being delayed
pending the issuance of updated flood maps, the completion of deliberations that
will help determine community redevelopment plans, and the finalization of rules
governing the distribution of federal disaster-relief grants to homeowners.

         Because the disaster-recovery process will be lengthy and the long-term
economic impact will remain unclear for some time, management will continue its
process for assessing the storms' impact on credit quality until the significant
remaining uncertainties are resolved. With additional information from ongoing
reviews by loan officers and the availability of meaningful consumer portfolio
performance statistics, management's estimate of the storms' impact on loan
losses will be refined, and any related revisions in the allowance calculation
will be reflected in the provision for loan losses as they occur.

         Credit Quality Statistics and Components of Allowance for Loan Losses
         -----------------------------------------------------------------------
         Table 3 provides information on nonperforming loans and other
nonperforming assets for each of the five years in the period ended December 31,
2005. Nonperforming loans are included in the criticized loan total discussed
below and encompass substantially all loans separately evaluated for impairment.
Approximately one third of the $42 million increase in nonperforming loans
during 2005 came from the identification of storm-impacted credits. An
additional $22 million was added because of increased concerns unrelated to the
storms about one commercial customer in an industry to which the Bank has no
other significant exposure. Overall, there have been no significant trends
related to industries or markets underlying the changes in nonperforming assets.
A comparison of contractual interest income on nonperforming loans with the
cash-basis and cost-recovery interest actually recognized on these loans for
2005, 2004 and 2003 is presented in Note 9 to the consolidated financial
statements located in Item 8. Whitney's policy for placing loans on nonaccrual
status is presented in Note 2 to the consolidated financial statements.

                                       20
<PAGE>
<TABLE>
<CAPTION>
TABLE 3.  NONPERFORMING ASSETS
-----------------------------------------------------------------------------------------------------------------
                                                                              December 31
-----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                2005         2004          2003         2002         2001
-----------------------------------------------------------------------------------------------------------------
<S>                                                <C>          <C>           <C>          <C>          <C>
Loans accounted for on a nonaccrual basis          $65,565      $23,597       $26,776      $37,959      $33,412
Restructured loans                                      30           49           114          336          383
-----------------------------------------------------------------------------------------------------------------
   Total nonperforming loans                        65,595       23,646        26,890       38,295       33,795
Foreclosed assets and surplus banking
  property                                           1,708        2,454         3,490        3,854          991
-----------------------------------------------------------------------------------------------------------------
   Total nonperforming assets                      $67,303      $26,100       $30,380      $42,149      $34,786
-----------------------------------------------------------------------------------------------------------------
Loans 90 days past due still accruing              $13,728       $3,533        $3,385       $5,817       $6,916
-----------------------------------------------------------------------------------------------------------------
Ratios:
   Nonperforming assets to loans plus foreclosed
        assets and surplus property                   1.03%         .46%          .62%         .95%         .77%
   Allowance for loan losses to
        nonperforming loans                            137          230           221          173          212
   Loans 90 days past due still accruing to loans      .21          .06           .07          .13          .15
-----------------------------------------------------------------------------------------------------------------
</TABLE>

         During 2005, there was a $106 million increase in the total of loans
criticized through the internal credit risk classification process,
approximately half of which represents storm-impacted credits. Criticized loans
at December 31, 2005 included $21 million of loans whose full repayment is in
doubt, including one $12 million storm-impacted relationship. The total at the
end of 2005 was up $6 million from year-end 2004. Loans identified as having
well-defined weaknesses that would likely result in some loss if not corrected
increased $52 million during 2005, to a total of $139 million at year end. The
increase for 2005 included larger storm-impacted credits totaling approximately
$15 million and the $22 million commercial relationship mentioned above in the
discussion of nonperforming loans. Loans warranting special attention totaled
$120 million at year-end 2005, up $48 million from the prior year end. Larger
storm-impacted credits identified for special attention totaled approximately
$26 million, and the Destin Bank acquisition added approximately $16 million to
this rating category. The allowance determined for criticized loans at December
31, 2005, other than those separately evaluated for impairment, was
approximately $4 million greater than that determined at year-end 2004. The
allowance for impaired loans increased $12 million from the end of 2004 to
year-end 2005. At December 31, 2005, management had also established a $4
million allowance with respect to unidentified criticized loans and other rating
downgrades that were estimated by extrapolation from the results of the
storm-impact reviews.

         Before adjustment for management's assessment of the storms' impact,
the allowance for loans with average or better credit quality ratings and loans
not subject to individual rating increased $3 million from the end of 2004 to
December 31, 2005, mainly driven by loan growth. Regular adjustments to loss
factors for certain smaller portfolio segments also contributed to the increase
in the allowance. Management's storm-impact assessment added approximately $8
million to the allowance for these components of the portfolio, mainly related
to unsecured consumer loans.

         The overall allowance determined as of December 31, 2005 was $36
million higher than the allowance at year-end 2004. This included approximately
$5 million related to management's relative assessment of economic and other
qualitative risk factors between these dates, mainly reflecting uncertainty
about the longer-term economic impact of the storms and the continued
appropriateness of historical loss factors.

                                       21
<PAGE>
         Table 4 shows the activity in the allowance over the past five years,
and the allocation of the allowance to loan categories is included in Table 5,
together with the percentage of total loans in each category.

<TABLE>
<CAPTION>
TABLE 4.  SUMMARY OF ACTIVITY IN THE ALLOWANCE FOR LOAN LOSES
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                 2005         2004         2003         2002          2001
-------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>          <C>          <C>          <C>           <C>
Balance at the beginning of year                    $54,345      $59,475      $66,115      $71,633       $61,017
Allowances of acquired banks                          3,648        2,461            -            -         1,196
Allowance on loans transferred to held for sale           -            -            -         (895)         (651)
Provision for loan losses                            37,000        2,000       (3,500)       7,500        19,500
Loans charged off:
   Commercial, financial and agricultural            (7,047)      (9,680)      (7,286)      (6,894)      (11,678)
   Real estate - commercial, construction and
     other                                             (438)        (932)        (963)      (5,148)         (252)
   Real estate - residential mortgage                  (295)        (619)      (1,176)      (1,816)         (552)
   Individuals                                       (2,876)      (2,799)      (3,509)      (3,353)       (3,020)
-------------------------------------------------------------------------------------------------------------------
      Total charge-offs                             (10,656)     (14,030)     (12,934)     (17,211)      (15,502)
-------------------------------------------------------------------------------------------------------------------
Recoveries of loans previously charged off:
   Commercial, financial and agricultural             2,707        2,488        2,273        2,472         3,130
   Real estate - commercial, construction and
     other                                              932          223        3,666          463           965
   Real estate - residential mortgage                   571          246        1,873          509           348
   Individuals                                        1,481        1,482        1,982        1,644         1,630
-------------------------------------------------------------------------------------------------------------------
      Total recoveries                                5,691        4,439        9,794        5,088         6,073
-------------------------------------------------------------------------------------------------------------------
Net charge-offs                                      (4,965)      (9,591)      (3,140)     (12,123)       (9,429)
-------------------------------------------------------------------------------------------------------------------
Balance at the end of year                          $90,028      $54,345      $59,475      $66,115       $71,633
-------------------------------------------------------------------------------------------------------------------
Ratios
   Net charge-offs to average loans                     .08%         .19%         .07%         .28%          .21%
   Gross charge-offs to average loans                   .17          .27          .28          .39           .35
   Recoveries to gross charge-offs                    53.41        31.64        75.72        29.56         39.18
   Allowance for loan losses to loans at end
     of year                                           1.37          .97         1.22         1.48          1.59
-------------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
TABLE 5.  ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
-------------------------------------------------------------------------------------------------------------------
                                                                December 31
-------------------------------------------------------------------------------------------------------------------
                                2005              2004               2003               2002            2001
-------------------------------------------------------------------------------------------------------------------
                                     %                  %                   %                %                %
(dollars in millions)     Balance  Loans    Balance   Loans    Balance    Loans   Balance   Loans  Balance   Loans
-------------------------------------------------------------------------------------------------------------------
<S>                        <C>       <C>     <C>        <C>     <C>        <C>     <C>       <C>   <C>       <C>
Commercial, financial
  and agricultural         $40.6     41%     $24.3      43%     $29.2      45%     $32.0     43%   $36.4     41%
Real estate - commercial,
  construction and other    29.8     42       21.2      39       19.2      35       18.8     36     17.7     35
Real estate -
   residential mortgage      7.3     12        4.2      12        5.0      13        5.5     14      7.6     17
Individuals                  7.3      5        2.7       6        2.6       7        4.7      7      4.5      7
Unallocated                  5.0      -        1.9       -        3.5       -        5.1      -      5.4      -
-------------------------------------------------------------------------------------------------------------------
  Total                    $90.0    100%     $54.3     100%     $59.5     100%     $66.1    100%   $71.6    100%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       22

<PAGE>
INVESTMENT SECURITIES

         The investment securities portfolio balance of $1.64 billion at
December 31, 2005 was down $350 million, or 18%, compared to December 31, 2004.
Portfolio reductions, including the sale of securities with a carrying value of
$183 million in the second quarter of 2005, were part of an overall strategy for
funding loan growth during the year. As noted earlier in the "Overview" section,
Whitney invested some of the funds from a rapid post-storm build-up of deposits
into liquidity management securities. Average investment securities decreased
$284 million, or 13%, between 2004 and 2005. The composition of the average
portfolio of investment securities and effective yields are shown in Table 12.

         Information about the contractual maturity structure of investment
securities at December 31, 2005, including the weighted-average yield on such
securities, is shown in Table 6. The carrying value of securities with explicit
call options totaled $252 million at year-end 2005. These call options and the
scheduled principal reductions and projected prepayments on mortgage-backed
securities are not reflected in Table 6. Including expected principal reductions
on mortgage-backed securities, the weighted-average maturity of the overall
securities portfolio was approximately 47 months at December 31, 2005, compared
to 48 months at year-end 2004.

<TABLE>
<CAPTION>
TABLE 6.  DISTRIBUTION OF INVESTMENT MATURITIES
-------------------------------------------------------------------------------------------------------------------------
                                                   December 31, 2005
-------------------------------------------------------------------------------------------------------------------------
                                               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)              $  1,942   4.96%   $108,017   4.15%  $138,153    4.40%   $785,122   4.41% $1,033,234  4.38%
U. S. agency securities        78,365   2.54     219,976   3.71          -       -           -      -     298,341  3.40
U. S. Treasury securities      49,322   2.85           -      -          -       -           -      -      49,322  2.85
Obligations of states and
  political subdivisions (b)      102   7.70           -      -          -       -           -      -         102  7.70
Other debt securities             100   7.50       2,496   5.71      2,250    6.30           -      -       4,846  6.02
Equity securities(c)                -      -           -      -          -       -      27,918   5.42      27,918  5.42
-------------------------------------------------------------------------------------------------------------------------
    Total                    $129,831   2.70%   $330,489   3.87%  $140,403    4.43%   $813,040   4.44% $1,413,763  4.15%
-------------------------------------------------------------------------------------------------------------------------
Securities Held to Maturity
-------------------------------------------------------------------------------------------------------------------------
Obligations of states and
  political subdivisions (b)   $6,133   6.63%    $45,385   6.30%  $105,458    5.87%    $70,712   6.24%   $227,688  6.09%
------------------------------------------------------------------------------------------------------------------------
    Total                      $6,133   6.63%    $45,385   6.30%  $105,458    5.87%    $70,712   6.24%   $227,688  6.09%
-------------------------------------------------------------------------------------------------------------------------
(a) Distributed by contractual maturity without regard to repayment schedules or
    projected prepayments.
(b) Tax exempt yields are expressed on a fully taxable equivalent basis.
(c) These securities have no stated maturities or guaranteed dividends. Yield estimated based on expected
    near-term returns.
</TABLE>

         The weighted-average taxable-equivalent portfolio yield was
approximately 4.42% at December 31, 2005, little changed from 4.40% at December
31, 2004. A substantial majority of the securities in the investment portfolio
bear fixed interest rates. The investment in mortgage-backed securities with
final contractual maturities beyond ten years shown in Table 6 included
approximately $329 million of adjustable-rate issues with a weighted-average
yield of 4.32%. The initial reset dates on these securities are predominantly
within five years of year-end 2005.

         The mix of investments in the portfolio did not change significantly
during the last two years. The estimated duration of the overall investment
portfolio was 3.0 years at December 31, 2005, and would extend to 3.7 years
assuming an immediate 300 basis point increase in market rates, according to the
Company's asset/liability management model. Duration provides a measure of the
sensitivity of the portfolio's fair value to changes in interest rates. At
December 31, 2004, the portfolio's estimated duration was 3.1 years.

                                       23
<PAGE>
         Securities available for sale made up the bulk of the total investment
portfolio at December 31, 2005. There was a net unrealized loss on this
portfolio segment of $31 million at year-end 2005. Gross losses totaled $32
million and were mainly related to mortgage-backed securities and certain
longer-maturity U. S. government agency securities. The gross losses represented
a little over 2% of the total amortized cost for the underlying securities. Note
6 to the consolidated financial statements located in Item 8 provides
information on the process followed by management to evaluate whether unrealized
losses on securities, both those available for sale and those held to maturity,
represent impairment that is other than temporary and that should be recognized
with a charge to operations. Substantially all the unrealized losses at December
31, 2005 resulted from increases in market interest rates over the yields
available at the time the underlying securities were purchased. Management
identified no value impairment related to credit quality in the portfolio, and
no value impairment was evaluated as other than temporary. At December 31, 2005,
Whitney held no securities issued by local governmental units for areas
significantly impacted by the storms.

         The Company does not normally maintain a trading portfolio, other than
holding 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.

         Apart from securities issued or guaranteed by the U. S. government or
its agencies, Whitney held no investment in the securities of a single issuer at
December 31, 2005 that exceeded 10% of its shareholders' equity.

DEPOSITS AND BORROWINGS

         Deposits at December 31, 2005 were up 30%, or $1.99 billion, from the
level at year-end 2004. The Destin Bank locations acquired in 2005 held $354
million in deposits at December 31, 2005. As discussed earlier in the "Overview"
section, there was a rapid accumulation of deposits in the months following the
storms. On average, deposits increased 14%, or approximately $877 million, in
2005. Table 7 shows the composition of deposits at December 31, 2005 and the
previous two year ends. The composition of average deposits and the effective
yield on interest-bearing deposits for each of these years is presented in Table
12.

<TABLE>
<CAPTION>
TABLE 7.  DEPOSIT COMPOSITION
---------------------------------------------------------------------------------------------------------------
(dollars in thousands)                              2005                    2004                   2003
---------------------------------------------------------------------------------------------------------------
<S>                                          <C>           <C>       <C>           <C>      <C>           <C>
Noninterest-bearing demand deposits          $3,301,227    38%       $2,111,703    32%      $1,943,248    32%
Interest-bearing deposits:
  NOW account deposits                        1,116,000    13           901,859    14          827,360    13
  Money market deposits                       1,103,510    13         1,270,479    19        1,396,420    23
  Savings deposits                            1,120,078    13           709,887    11          585,943     9
  Other time deposits                           717,938     8           694,458    10          745,478    12
  Time deposits $100,000 and over             1,246,083    15           924,221    14          660,133    11
---------------------------------------------------------------------------------------------------------------
    Total interest-bearing                    5,303,609    62         4,500,904    68        4,215,334    68
---------------------------------------------------------------------------------------------------------------
     Total                                   $8,604,836   100%       $6,612,607   100%      $6,158,582   100%
---------------------------------------------------------------------------------------------------------------
</TABLE>

         The post-storm influx of deposits was concentrated in
noninterest-bearing and certain other lower-cost deposit products, which helped
maintain the Company's favorable mix of deposit funds. Noninterest-bearing
demand deposits increased 56%, or $1.19 billion, from the end of 2004, with
approximately $1 billion of this growth coming since the second quarter of 2005.
Lower-cost interest-bearing deposits, which exclude time deposits, grew 16%, or
$457 million, in 2005, substantially all during the second half of the year.
Noninterest-bearing demand deposits increased to 38% of total deposits at
December 31, 2005 from 32% a year earlier, while total lower-cost deposits held
relatively steady at a little over three-quarters of total deposits. Movement
among the different lower-cost interest-bearing deposit categories since
year-end 2004 partly reflected the management of the pricing structure for the
different products. The Destin Bank locations acquired in 2005 held $236 million
in lower-cost deposits at December 31, 2005.

                                       24
<PAGE>
         Higher-cost time deposits at December 31, 2005 were up 21%, or $345
million, compared to year-end 2004. Time deposits at the acquired Destin Bank
locations totaled $119 million at year-end 2005. Time deposits of $100,000 and
over include competitively bid public funds and excess funds of certain
commercial and private banking customers that are maintained in
treasury-management deposit products pending redeployment for corporate or
investment purposes. Whitney has attracted these funds partly as an alternative
to other short-term borrowings. Customers held $504 million of funds in
treasury-management deposit products at December 31, 2005, up $221 million from
December 31, 2004. Public fund time deposits totaled $172 million at year-end
2005, which was $34 million higher than the previous year end.

<TABLE>
<CAPTION>
TABLE 8.  MATURITIES OF TIME DEPOSITS
-----------------------------------------------------------------------------------------------------
                                                      Deposits of      Deposits of
                                                        $100,000        less than
(in thousands)                                          or more         $100,000          Total
-----------------------------------------------------------------------------------------------------
<S>                                                    <C>              <C>            <C>
Three months or less                                   $  859,743       $215,759       $1,075,502
Over three months through six months                      169,093        157,211          326,304
Over six months through twelve months                     122,426        182,067          304,493
Over twelve months                                         94,821        162,901          257,722
-----------------------------------------------------------------------------------------------------
  Total                                                $1,246,083       $717,938       $1,964,021
-----------------------------------------------------------------------------------------------------
</TABLE>

         Short-term and other borrowings at December 31, 2005 were down 32%, or
$201 million, from year-end 2004. The main source of short-term borrowings has
been the sale of securities under repurchase agreements to customers using
Whitney's treasury management sweep product. The total of borrowings from
customers under repurchase agreements declined approximately 10%, or $30
million, from year-end 2004 to the end of 2005, but increased 17% on average in
2005. Because of the underlying customer relationship, these borrowings serve as
a relatively stable source of funds. As noted earlier, funds from the post-storm
accumulation of deposits were first used to reduce short-term wholesale
borrowings. The Bank had eliminated its borrowings under short-term advances
from the Federal Home Loan Bank (FHLB) by the end of 2005. In 2004, the Bank had
begun using these advances as an additional source of short-term funds to
support loan growth, and borrowings from the FHLB totaled $100 million at
December 31, 2004. Other sources of wholesale short-term funding include federal
funds purchased and brokered repurchase agreements. Additional information on
borrowings, including yields and maximum amounts borrowed, is presented in Note
13 to the consolidated financial statements located in Item 8.

SHAREHOLDERS' EQUITY AND CAPITAL ADEQUACY

         Shareholders' equity totaled $961 million at December 31, 2005, which
represented an increase of $56 million from the end of 2004. The 1.9 million
shares issued in the Destin acquisition in May 2005 were valued at $57 million.
Whitney repurchased 1.56 million of its common shares during 2005 at a cost of
$47 million. The Company retained $41 million of earnings, net of dividends
declared, but this was partly offset by an $18 million decrease in other
comprehensive income representing an unrealized net holding loss on securities
available for sale during 2005. Whitney recognized $21 million in additional
equity during 2005 from activity in stock-based compensation plans for employees
and directors, including option exercises. Total shareholders' equity grew $64
million in 2004, to $905 million at December 31, 2004. Net retained earnings of
$42 million and $22 million in additional equity from stock-based compensation
plan activity during 2004 were partly offset by an $11 million other
comprehensive loss. Whitney issued 1.03 million shares in the Madison
acquisition in August 2004 which were valued at $42 million. The Company
repurchased 1.06 million shares in 2004 at a cost of $32 million. The Company
declared dividends during 2005 that represented a payout totaling 60% of
earnings for the year. The dividend payout ratio was 57% in 2004 and 50% in
2003.

         The ratios in Table 9 indicate that the Company remained strongly
capitalized at December 31, 2005. The decrease in the various ratios from
year-end 2004 reflected both the planned reduction in absolute capital levels
through the stock repurchase program that was completed in 2005 and an increase
in both risk-weighted assets and average assets used to calculate the leverage
ratio. The increase in assets resulted mainly from an increase in loans,

                                       25
<PAGE>
including those acquired with Destin, although storm-related additions to cash
items in process of collection and short-term investments were other important
factors. Goodwill and other intangible assets recognized in business
acquisitions are excluded from risk-weighted assets. These intangible assets,
however, are also deducted in determining regulatory capital and thereby serve
to offset the addition to capital for the value of shares issued as
consideration for the acquisition.

<TABLE>
<CAPTION>
TABLE 9.  RISK-BASED CAPITAL AND CAPITAL RATIOS
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                               2005          2004          2003          2002         2001
-------------------------------------------------------------------------------------------------------------------
<S>  <C>                                       <C>             <C>           <C>           <C>          <C>
Tier 1 regulatory capital                      $  765,881      $767,717      $739,236      $672,408     $604,179
Tier 2 regulatory capital                          90,608        54,345        59,475        66,115       63,878
-------------------------------------------------------------------------------------------------------------------
  Total regulatory capital                     $  856,489      $822,062      $798,711      $738,523     $668,057
-------------------------------------------------------------------------------------------------------------------
Risk-weighted assets                           $7,746,046    $6,527,821    $5,777,094    $5,301,764   $5,102,470
-------------------------------------------------------------------------------------------------------------------
Ratios
  Leverage ratio (Tier 1 capital to average
    assets)                                          8.21%         9.56%        10.13%         9.76%        8.72%
  Tier 1 capital to risk-weighted assets             9.89         11.76         12.80         12.68        11.84
  Total capital to risk-weighted assets             11.06         12.59         13.83         13.93        13.09
  Shareholders' equity to total assets               9.51         11.00         10.84         11.28         9.91
-------------------------------------------------------------------------------------------------------------------
</TABLE>

         The regulatory capital ratios for the 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.

LIQUIDITY MANAGEMENT AND CONTRACTUAL OBLIGATIONS

Liquidity Management
         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. 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 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
currently anticipated.

         Liquidity management on the asset side primarily addresses the
composition and maturity structure of the loan portfolio and the portfolio of
investment securities and their ability to generate cash flows from scheduled
payments, contractual maturities, and prepayments, through use as collateral for
borrowings, and through possible sale or securitization. Table 2 above presents
the contractual maturity structure of the loan portfolio and Table 6 presents
contractual investment maturities.

         On the liability side, liquidity management focuses on growing the base
of 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 earlier "Overview" section and the
section above on "Deposits and Borrowings" discuss changes in these
liability-funding sources in 2005. Whitney National Bank is a member of the
Federal Home Loan Bank system. This membership provides access to a variety of
FHLB advance products as an alternative source of funds, and the Bank increased
its use of this funding source during 2004 and early parts of 2005. 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, although it has not used this ability to date.

         As discussed in the earlier "Overview" section, the Bank experienced a
rapid accumulation of deposits in the months following the storms. Funds from
the deposit build-up were first used to reduce short-term wholesale borrowings,
with the remainder mainly invested in short-term liquidity management securities
pending better information on the volatility of these funds. A portion of the
deposit growth also helped fund the increase in the balances of cash and cash
items that resulted from storm-forced changes to the Bank's normal processing

                                       26
<PAGE>

and collection of cash items and to its strategies for managing cash on hand in
these unusual circumstances. Some of the increase in cash items will continue
into 2006 as the Bank completes its response to certain permanent changes in its
operating environment. Although management expects the balances accumulated by
deposit customers in the storm-affected areas to reduce over time, it is
difficult to predict when and to what degree, and there may be some further
growth as remaining insurance claims are resolved and additional
disaster-recovery funds are distributed. Management is monitoring changes in
this portion of the deposit base as part of its liquidity management process.

         Cash generated from operations is another important source of funds to
meet liquidity needs. The consolidated statements of cash flows located in Item
8 present operating cash flows and summarize all significant sources and uses of
funds for each year in the three-year period ended December 31, 2005.

         At December 31, 2005, Whitney Holding Corporation had approximately $86
million in cash and demand notes from the Bank available to provide liquidity
for acquisitions, dividend payments to shareholders, stock repurchases or other
corporate uses, before consideration of any future dividends that may be
received from the Bank. During 2006, the Bank will have available an amount
equal to approximately $47 million plus its current net income to declare as
dividends to the Company without prior regulatory approval.

         Whitney has announced an agreement to acquire First National
Bancshares, Inc. for stock and cash in a transaction expected to close in the
second quarter of 2006. The cash component of the purchase price will total up
to approximately $42 million.

Contractual Obligations
         The following table summarizes payments due from the Company under
specified long-term and certain other contractual obligations as of December 31,
2005. Obligations under deposit contracts are not included. The maturities of
time deposits are scheduled in Table 8 above in the section on "Deposits and
Borrowings." Purchase obligations represent legal and binding contracts to
purchase services or goods that cannot be settled or terminated without paying
substantially all of the contractual amounts. Not included are a number of
contracts entered into to support ongoing operations that either do not specify
fixed or minimum amounts of goods or services or are cancelable on short notice
without cause and without significant penalty. The consolidated statements of
cash flows provide a picture of Whitney's ability to fund these and other more
significant cash operating expenses, such as interest expense and compensation
and benefits, out of current operating cash flows.

<TABLE>
<CAPTION>
TABLE 10.  CONTRACTUAL OBLIGATIONS
-----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                   Payments due by period from December 31, 2005
-----------------------------------------------------------------------------------------------------------------
                                                               Less than         1 - 3        3 - 5    More than
                                                      Total       1 year         years        years      5 years
-----------------------------------------------------------------------------------------------------------------
<S>                                                 <C>          <C>           <C>          <C>          <C>
Operating lease obligations                         $44,835      $ 5,875       $ 9,882      $ 7,625      $21,453
Purchase obligations                                 31,401        8,632        10,948        7,571        4,250
Subordinated debentures (a)                          15,465            -         9,279            -        6,186
Other long-term liabilities (b) (c)                       -            -             -            -            -
-----------------------------------------------------------------------------------------------------------------
   Total                                            $91,701      $14,507       $30,109      $15,196      $31,889
-----------------------------------------------------------------------------------------------------------------
(a) Subordinated debentures are included with short-term and other borrowings in the Company's consolidated
    financial statements. Contractual payments are scheduled by expected call dates.
(b) Obligations under the qualified defined benefit pension plan are not included. The Company does not
    anticipate making a pension contribution during 2006, and does not anticipate any significant near-term
    payments under the unfunded nonqualified pension plan. A $7.6 million nonqualified plan obligation was
    recorded at year-end 2005.
(c) The recorded obligation for postretirement benefits other than pensions was $11.9 million at December 31,
    2005. The funding to purchase benefits for current retirees, net of retiree contributions, has not been
    significant.
</TABLE>

                                       27
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

         As a normal part of its business, the Company enters into arrangements
that create financial obligations that are not recognized, wholly or in part, in
the consolidated financial statements. Certain of these arrangements, such as
noncancelable operating leases, are reflected in Table 10 above. The most
significant off-balance sheet obligations are the Bank's commitments under
traditional credit-related financial instruments. Table 11 schedules these
commitments as of December 31, 2005 by the periods in which they expire.
Commitments under credit card and personal credit lines generally have no stated
maturity.

<TABLE>
<CAPTION>
TABLE 11.  CREDIT-RELATED COMMITMENTS
-----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                               Commitments expiring by period from December 31, 2005
-----------------------------------------------------------------------------------------------------------------
                                                               Less than         1 - 3        3 - 5    More than
                                                      Total       1 year         years        years      5 years
-----------------------------------------------------------------------------------------------------------------
<S>                                              <C>          <C>             <C>          <C>            <C>
Loan commitments - revolving                     $1,834,415   $1,362,761      $299,776     $162,196       $9,682
Loan commitments - nonrevolving                     593,667      367,092       226,575            -            -
Credit card and personal credit lines               507,733      507,733             -            -            -
Standby and other letters of credit                 365,582      311,995        53,587            -            -
-----------------------------------------------------------------------------------------------------------------
   Total                                         $3,301,397   $2,549,581      $579,938     $162,196       $9,682
-----------------------------------------------------------------------------------------------------------------
</TABLE>

         Revolving loan commitments are issued primarily to support commercial
activities. The availability of funds under revolving loan commitments generally
depends on whether the borrower continues to meet credit standards established
in the underlying contract and has not violated other contractual conditions.
Many such commitments are used only partially or, in some cases, not at all
before they expire. Credit card and personal credit lines are generally subject
to cancellation if the borrower's credit quality deteriorates, and many lines
remain partly or wholly unused. Unfunded balances on revolving loan commitments
and credit lines should not be used to project actual future liquidity
requirements. Nonrevolving loan commitments are issued mainly to provide
financing for the acquisition and development or construction of real property,
both commercial and residential, although many are not expected to lead to
permanent financing by the Bank. Expectations about the level of draws under all
credit-related commitments are incorporated into the Company's liquidity and
asset/liability management models.

         Substantially all of the letters of credit 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' other commercial or
public financing arrangements and to help them demonstrate financial capacity to
vendors. The Company has historically had minimal calls to perform under standby
agreements.

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 has
developed a model to measure its interest rate sensitivity by running net
interest income simulations and monitoring the economic value of equity. The
model can be used to test the Company's sensitivity in various economic
environments. The model incorporates 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. Management, through the Company's Asset & Liability
Committee, monitors simulation results against rate sensitivity guidelines
specified in Whitney's asset/liability management policy.

                                       28
<PAGE>
         The net interest income simulations run at the end of 2005 indicated
that Whitney was moderately asset sensitive over the near term, similar to its
position at year-end 2004. Based on these simulations, annual net interest
income (TE) would be expected to increase $28.9 million, or 6.2%, and decrease
$31.9 million, or 6.8%, if interest rates instantaneously increased or
decreased, respectively, from current rates by 100 basis points. These changes
are measured against the results of a base simulation run that uses current
growth forecasts and assumes a stable rate environment and structure. The
comparable simulation run at year-end 2004 produced results that ranged from a
positive impact on net interest income (TE) of $17.3 million, or 4.8%, to a
negative impact of $25.6 million, or 7.1%. 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.

         The actual impact that changes in interest rates have on net interest
income will depend on many factors. These include Whitney's ability to achieve
expected growth in earning assets and maintain a desired mix of earning assets
and interest-bearing liabilities, the actual timing when assets and liabilities
reprice, the magnitude of interest rate changes and corresponding movement in
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 2005, the simulated measure of
the Company's sensitivity was acceptable under internal guidelines at all levels
of rate shock.

         Changes in interest rates affect the fair values of financial
instruments. The earlier section on Investment Securities and Notes 6 and 19 to
the consolidated financial statements located in Item 8 contain information
regarding fair values.

         The Bank has used interest rate swaps on a limited basis to bring the
market risk associated with the longer-duration fixed-rate loans desired by some
customers in line with Whitney's asset/liability management objectives. No
interest rate swap agreements were in effect at December 31, 2005, and swap
activity has had minimal impact on financial condition and results of
operations.

         Other than this swap activity, 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
are commonly referred to as derivatives and include such instruments as futures,
forward contracts, option contracts, and other financial arrangements with
similar characteristics. Management continues to evaluate whether to make
additional use of derivatives as part of its asset/liability and liquidity
management processes.

                                       29
<PAGE>
RESULTS OF OPERATIONS

NET INTEREST INCOME (TE)

         Whitney's net interest income (TE) increased $66.7 million, or 20%, in
2005 compared to 2004. Average earning assets were 11% higher in 2005 and the
net interest margin (TE) widened 40 basis points. The net interest margin is net
interest income (TE) as a percent of average earning assets. The most important
factors behind the increase in net interest income in 2005 were loan growth,
including growth through acquisitions, an improved mix of earning assets, higher
short-term market interest rates, active management of the pricing structure for
both loans and deposits, and continued liquidity in the deposit base. Tables 12
and 13 provide details on the components of the Company's net interest income
(TE) and net interest margin (TE).

         Average loans, which in Table 12 include loans held for sale, increased
19% in 2005 and comprised 76% of average earning assets for the year, up from
71% in 2004. Rising benchmark rates for the large variable-rate segment of
Whitney's loan portfolio were evident in the 107-basis point improvement in loan
yields (TE) between 2004 and 2005. After several years of sustained low market
interest rates, short-term rates began to increase in mid-2004 prompting an
increase in bank prime rates totaling 125 basis points by the end of 2004 and
another 200 basis points by year-end 2005. Balances of loans with adjustable
rates tied to short-term market rate indices or prime totaled close to 60% of
the dollar value of the portfolio at the end of both 2005 and 2004. The yield
(TE) on the largely fixed-rate investment portfolio is less responsive to
changes in market rates and fluctuated within a narrow range during 2005 and
2004, declining 7 basis points between these periods. As discussed earlier,
Whitney increased its investment in short-term liquidity-management instruments
in response to the rapid build-up of the deposit base after the storms in 2005,
although such investments comprised only 1% of average earning assets for the
year. The overall yield (TE) on average earning assets was 5.85% in 2005
compared to 5.01% in 2004, an increase of 84 basis points.

         The overall cost of funds increased 44 basis points between 2004 and
2005. Whitney continued to manage the rate structure for its different deposit
products during 2005 in an effort to control the impact of upward pressure on
funding rates that has continued to build with rising short-term market rates
and pricing for competitive financial products. The overall rate on
interest-bearing deposits other than time deposits increased 27 basis points in
2005 compared to 2004. Rates paid on time deposits, and in particular time
deposits of $100,000 or more, increase at a more rapid rate, reflecting in part
the cost of attracting public funds and excess liquidity from certain corporate
and private banking customers as noted earlier in the section on "Deposits and
Borrowings." The rate on large time deposits in 2005 was up 123 basis points
compared to 2004. The rate on short-term and other borrowings, which are most
sensitive to market rate changes, increased 150 basis points between 2004 and
2005.

         Changes in the mix of funding sources have a significant impact on the
direction of the overall cost of funds. There was a small favorable shift in the
overall funding mix in 2005 compared to 2004, mainly reflecting the rapid
build-up of lower-cost deposits in 2005 after the late-summer storms. Average
noninterest-bearing deposits funded 30% of average earning assets in 2005, up
from 27% in 2004, and the percentage of funding from all noninterest-bearing
sources increased to 33% in 2005 from 32% in the prior year. Within
interest-bearing sources of funds, there has been some shift toward higher-cost
sources, which include time deposits and short-term and other borrowings.
Higher-cost sources of funds totaled 31% of average earning assets in 2005 and
29% in 2004, while funding from lower-cost interest-bearing deposits decreased
to 36% of earning assets in 2005 from 39% in 2004. Whitney's ability to maintain
a favorable mix and cost of funding sources over the long term will depend on,
among other factors, its continued success in retaining and growing the deposit
base in a highly competitive environment and in managing its deposit-pricing
structure as rates rise on alternative financial products.

                                       30
<PAGE>
<TABLE>
<CAPTION>
TABLE 12.  SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME(TE)(a) AND INTEREST RATES
---------------------------------------------------------------------------------------------------------------------------
                                          Year Ended                    Year Ended                    Year Ended
(dollars in thousands)                 December 31, 2005             December 31, 2004              December 31, 2003
---------------------------------------------------------------------------------------------------------------------------
                                    Average                       Average                       Average
                                    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)                 $6,174,972  $390,835  6.33%   $5,192,713  $273,125  5.26%   $4,647,090  $253,555   5.46%
---------------------------------------------------------------------------------------------------------------------------

Mortgage-backed securities         1,185,587    50,978  4.30     1,377,804    60,217  4.37     1,145,511    50,428   4.40
U.S. agency securities               314,031    10,295  3.28       343,502    11,366  3.31       422,331    16,547   3.92
U.S. Treasury securities              61,510     1,987  3.23       122,503     5,072  4.14       196,214     7,344   3.74
Obligations of states and
  political subdivisions (TE)        236,782    14,579  6.16       242,058    15,663  6.47       196,410    13,175   6.71
Other securities                      38,318     1,870  4.88        34,727     1,295  3.73        43,779     1,825   4.17
---------------------------------------------------------------------------------------------------------------------------
     Total investment in
       securities                  1,836,228    79,709  4.34     2,120,594    93,613  4.41     2,004,245    89,319   4.46
---------------------------------------------------------------------------------------------------------------------------
Federal funds sold and
  short-term investments              87,798     3,421  3.90        13,926       181  1.30        66,528       750   1.13
---------------------------------------------------------------------------------------------------------------------------
     Total earning assets          8,098,998  $473,965  5.85%    7,327,233  $366,919  5.01%    6,717,863  $343,624   5.12%
---------------------------------------------------------------------------------------------------------------------------
NONEARNING ASSETS
Other assets                         870,447                       619,993                       585,676
Allowance for loan losses            (66,124)                      (57,043)                      (65,517)
---------------------------------------------------------------------------------------------------------------------------
     Total assets                 $8,903,321                    $7,890,183                    $7,238,022
---------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND
     SHAREHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
NOW account deposits              $  919,722  $  4,769   .52%   $  810,074  $  2,975   .37%   $  709,508  $  2,838    .40%
Money market deposits              1,191,736    11,920  1.00     1,371,419     8,959   .65     1,409,491    11,407    .81
Savings deposits                     829,777     5,986   .72       652,689     2,230   .34       557,178     2,180    .39
Other time deposits                  723,396    12,742  1.76       726,482     9,487  1.31       798,626    14,085   1.76
Time deposits $100,000 and over    1,120,566    29,035  2.59       809,324    11,014  1.36       678,969    10,183   1.50
---------------------------------------------------------------------------------------------------------------------------
     Total interest-bearing
       deposits                    4,785,197    64,452  1.35     4,369,988    34,665   .79     4,153,772    40,693    .98
---------------------------------------------------------------------------------------------------------------------------
Short-term and other borrowings      661,682    16,534  2.50       601,427     6,017  1.00       439,869     2,816    .64
---------------------------------------------------------------------------------------------------------------------------
     Total interest-bearing
       liabilities                 5,446,879  $ 80,986  1.49%    4,971,415  $ 40,682   .82%    4,593,641  $ 43,509    .95%
---------------------------------------------------------------------------------------------------------------------------
NONINTEREST-BEARING
     LIABILITIES AND
     SHAREHOLDERS' EQUITY
Demand deposits                    2,439,229                     1,977,515                     1,759,414
Other liabilities                     81,851                        59,776                        61,269
Shareholders' equity                 935,362                       881,477                       823,698
---------------------------------------------------------------------------------------------------------------------------
     Total liabilities and
       shareholders' equity       $8,903,321                    $7,890,183                    $7,238,022
---------------------------------------------------------------------------------------------------------------------------

Net interest income and
  margin (TE)                                 $392,979  4.85%               $326,237  4.45%               $300,115   4.47%
Net earning assets and spread     $2,652,119            4.36%   $2,355,818            4.19%   $2,124,222             4.17%
Interest cost of funding earning
  assets                                                1.00%                          .56%                           .65%
---------------------------------------------------------------------------------------------------------------------------

 (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 $26,848, $26,942 and $34,507, respectively, in 2005,
     2004 and 2003.
</TABLE>
                                       31

<PAGE>
<TABLE>
<CAPTION>
TABLE 13. SUMMARY OF CHANGES IN NET INTEREST INCOME(TE)(a) (b)
-------------------------------------------------------------------------------------------------------------------
                                                      2005 Compared to 2004               2004 Compared to 2003
                                             ----------------------------------------------------------------------
                                                       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)                                       $56,728    $60,982    $117,710      $28,950    $(9,380)   $19,570
-------------------------------------------------------------------------------------------------------------------

Mortgage-backed securities                        (8,279)      (960)     (9,239)      10,155       (366)     9,789
U.S. agency securities                              (967)      (104)     (1,071)      (2,827)    (2,354)    (5,181)
U.S. Treasury securities                          (2,140)      (945)     (3,085)      (2,987)       715     (2,272)
Obligations of states and political
  subdivisions (TE)                                 (336)      (748)     (1,084)       2,968       (480)     2,488
Other securities                                     144        431         575         (351)      (179)      (530)
-------------------------------------------------------------------------------------------------------------------
    Total investment securities                  (11,578)    (2,326)    (13,904)       6,958     (2,664)     4,294
-------------------------------------------------------------------------------------------------------------------
Federal funds sold and
  short-term investments                           2,354        886       3,240         (669)       100       (569)
-------------------------------------------------------------------------------------------------------------------
    Total interest income (TE)                    47,504     59,542     107,046       35,239    (11,944)    23,295
-------------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE
NOW account deposits                                 444      1,350       1,794          381       (244)       137
Money market deposits                             (1,297)     4,258       2,961         (301)    (2,147)    (2,448)
Savings deposits                                     737      3,019       3,756          346       (296)        50
Other time deposits                                  (40)     3,295       3,255       (1,187)    (3,411)    (4,598)
Time deposits $100,000 and over                    5,378     12,643      18,021        1,833     (1,002)       831
-------------------------------------------------------------------------------------------------------------------
    Total interest-bearing deposits                5,222     24,565      29,787        1,072     (7,100)    (6,028)
-------------------------------------------------------------------------------------------------------------------
Short-term and other borrowings                      659      9,858      10,517        1,264      1,937      3,201
-------------------------------------------------------------------------------------------------------------------
    Total interest expense                         5,881     34,423      40,304        2,336     (5,163)    (2,827)
-------------------------------------------------------------------------------------------------------------------
    Change in net interest income (TE)           $41,623    $25,119     $66,742      $32,903    $(6,781)   $26,122
-------------------------------------------------------------------------------------------------------------------

(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.
</TABLE>

                                       32
<PAGE>
         Net interest income (TE) increased $26.1 million, or 9%, in 2004,
consistent with the rate of growth in average earning assets from 2003. The net
interest margin (TE) was essentially stable between these periods. The important
factors behind this increase were substantially the same as those underlying the
increase in net interest income in 2005 as noted earlier.

         Average loans grew by 12% in 2004 and comprised 71% of average earning
assets for the period, up from 69% in 2003. A further shift to variable pricing
within the loan portfolio in 2004 and the concentration of loan growth in
high-quality commercial credits contributed to a 20 basis point decline in
annual yield (TE) on the loan portfolio between 2003 and 2004. This trend to
variable pricing also positioned the portfolio for more rapid yield improvement
with rising short-term market rates, as was evident in the 51-basis point
increase in the loan portfolio yield (TE) from the second quarter to the fourth
quarter of 2004. As noted earlier, adjustable-rate loans totaled close to 60% of
the dollar value of the portfolio at year-end 2004. The adjustable-rate total at
the end of 2003 was closer to 50% of the portfolio. The average yield (TE) on
the investment portfolio was again relatively stable between 2003 and 2004,
declining only 5 basis points. The overall yield (TE) on average earning assets
was 5.01% in 2004 compared to 5.12% in 2003, a decrease of 11 basis points. With
rising market rates, the overall earning asset yield increased 42 basis points
during the second half of 2004 compared to the yield in 2004's second quarter.

         The overall cost of funds decreased 9 basis points between 2003 and
2004. As with earning assets, however, the cost of funds increased in the latter
part of 2004 with rising short-term market rates. Whitney's management of the
deposit-pricing structure helped limit this increase between the second and
fourth quarters of 2004 to 10 basis points. The cost of interest-bearing
deposits declined 19 basis points in 2004, but increased 10 basis points during
the second half of the year. Substantially all of this increase was from a 23
basis point increase in the rate paid on time deposits, which partly reflected a
higher level of public funds in the deposit base as well as the cost structure
of deposits acquired in a business combination in the third quarter of 2004. The
overall interest cost on short-term and other borrowings was most sensitive to
market rate changes, increasing 36 basis points between 2003 and 2004 and 61
basis points from the second quarter to the fourth quarter of 2004.

PROVISION FOR LOAN LOSSES

         Whitney provided $37 million for loan losses in 2005, and the allowance
for loan losses increased during the year by $36 million compared to year-end
2004. The allowance at December 31, 2005 incorporated management's best
assessment based on currently available information of the impact of the recent
storms on credit quality. In 2004, the Company recognized a $2.0 million
provision for loan losses. The credit risk profile of Whitney's customer base
improved in 2004, and Whitney was able to reduce its allowance for loan losses
by $5.1 million compared to the end of 2003. Net charge-offs totaled $5.0
million in 2005 and $9.6 million in 2004.

         For a more detailed discussion of changes in the allowance for loan
losses, nonperforming assets and general credit quality, including management's
approach to assessing the storms' impact on credit quality, see the earlier
section on "Loans, Credit Risk Management 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.

                                       33
<PAGE>
NONINTEREST INCOME

         Table 14 shows the components of noninterest income for each year in
the three-year period ended December 31, 2005, along with the percent changes
between years for each component. Noninterest income was essentially unchanged
in 2005 after decreasing 8%, or $7.0 million, in 2004.

<TABLE>
<CAPTION>
TABLE 14.  NONINTEREST INCOME
-----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                     2005    % change        2004    % change        2003
-----------------------------------------------------------------------------------------------------------------
<S>                                                      <C>         <C>         <C>          <C>        <C>
Service charges on deposit accounts                      $30,579     (18)%       $37,148      (3)%       $38,309
Bank card fees                                            11,972      16          10,319      12           9,193
Trust service fees                                         9,483       6           8,959      10           8,126
Secondary mortgage market operations                       5,022       2           4,925     (56)         11,248
ATM fees                                                   4,085      (9)          4,497      (4)          4,691
Credit-related fees                                        5,029      28           3,923       5           3,740
Investment services income                                 3,655       4           3,508     (13)          4,010
Other fees and charges                                     3,745      20           3,125      (8)          3,405
Other operating income                                     4,536      17           3,880     (19)          4,764
Net gain on sales and other
 revenue from foreclosed assets                            2,692      (a)          1,378      (a)          1,132
Net gains on disposals of surplus property                 1,369      (a)            793      (a)             23
Securities transactions                                       68      (a)             68      (a)            863
-----------------------------------------------------------------------------------------------------------------
  Total noninterest income                               $82,235      - %        $82,523      (8)%       $89,504
-----------------------------------------------------------------------------------------------------------------
(a) Not meaningful.
</TABLE>

         Income from service charges on deposit accounts declined 18%, or $6.6
million, in 2005, following a 3% decline between 2004 and 2003. Service charges
include periodic account maintenance fees, for both business and personal
customers, charges for specific transactions or services, such as processing
return items or wire transfers, and other revenue associated with deposit
accounts, such as commissions on check sales.

         Account maintenance fees for business customers were down 29%, or $2.9
million, in 2005, after decreasing 11%, or $1.2 million, in 2004. The fees
charged on a large number of business accounts are based on an analysis of
account activity, and these accounts are allowed to offset accumulated charges
with an earnings credit based on balances maintained in the account. The rate
used to calculate the earnings credit is based on short-term market rates.
Analysis account fees declined 35%, or $3.0 million, in 2005, and 14%, or $1.3
million, in 2004, reflecting in large part the increase in the earnings credit
rate beginning with the latter half of 2004. Analysis fee income in recent years
has also been negatively impacted by higher levels of liquidity in the deposit
base, some reduction in the volume of chargeable transactions, and the migration
of customers with lower transaction volumes to fixed-fee business account
products. Total fixed-fee account fees, though still small relative to total
analysis fees, increased 5% in 2005 and 10% in 2004.

         Personal account service charges were lower in both 2005 and 2004, by
$.8 million and $.5 million, respectively. These reductions largely reflect the
loss of lower-balance customers to competitive "no-fee" account products, which
have been aggressively promoted in parts of Whitney's market area.

         Charges earned on specific transactions and services in 2005 were down
$2.9 million compared to 2004, substantially all related to fees for items
returned for insufficient funds and for overdrafts. Although broad trends in how
customers execute transactions have been reducing charging opportunities, the
decrease in fees during 2005 was for the most part a function of the higher
deposit account balances maintained after the storms by customers in the areas
most impacted. The earlier section on "Deposits and Borrowings" discussed the
factors behind this accumulation of deposit balances. This phenomenon and the
reduction in deposit charges earned continued into

                                       34
<PAGE>
early 2006. In 2004, charges earned on specific transactions and services
increased $.6 million compared to 2003, reflecting improved pricing and expanded
services from the earlier period.

         Bank card fees increased 16%, or $1.7 million, in 2005 and 12%, or $1.1
million, in 2004. This income category includes fees from activity on
Bank-issued debit and credit cards. Debit card fee income was up 24%, or $1.3
million, in 2005, on a 26% increase in transaction volume compared to 2004. Over
half of the volume increase came in the last quarter of 2005, indicating in part
a change in payment behavior within the customer base dislocated by the late
summer storms. Debit card fee income increased 11%, or $.5 million, in 2004 when
transaction volume rose 13%. Fee income from credit card activity grew 14% in
2005, generally consistent with the growth in transaction volume, and was up 15%
in 2004.

         Trust service fees increased 6% in 2005, driven mainly by new business.
This followed a 10% increase in 2004 compared to 2003 that reflected both new
business and improved equity market valuations relative to the earlier period.
During 2004, Whitney positioned additional relationship officers to attract and
service trust and wealth management customers across its market area.

         Fee income generated by Whitney's secondary mortgage market operations
increased 2% in 2005. The addition of Destin Bank's mortgage operations and the
allocation of additional resources to selected parts of Whitney's market helped
generate an increase in overall home loan production in 2005. Production in
storm-impacted areas was disrupted for a period, but the impact was not
significant to overall operations. These disruptions did, however, delay the
completion of a number of loan sales, caused the renegotiation of sales
contracts and reduced profitability. Completed sales of home loans totaled
approximately $300 million in 2005, $270 million in 2004 and $680 million in
2003. The fall-off in sales from 2003 to 2004 mainly reflected a decrease in
production from refinancing activity, and fee income in 2004 decreased $6.3
million to a level less than half that generated in 2003. Although rates
remained low during 2004 from a historical perspective, they could not stimulate
refinancing activity by homeowners to the levels seen in 2003 when such activity
made up 70% of the total dollar volume of Whitney's originations.

         Credit-related fees include fees on letters of credit and unused
commercial credit lines. The 28%, or $1.1 million, increase in this income
category in 2005 was mainly a function of the increased volume of credit
facilities granted and outstanding.

         Investment services income increased 4% in 2005 following a 13%
decrease in 2004 compared to 2003. Investment services include stock brokerage
and annuity sales as well as fixed-income securities transactions for
correspondent banks and other commercial and personal customers. The addition of
Destin's operations fueled the income improvement in 2005. Market conditions in
both 2005 and 2004 dampened the demand for fixed-income transactions among
Whitney's customer base.

         The Destin acquisition added $.6 million in fees from insurance
services to the 2005 total for other fees and charges. The decline in this
income category from 2003 to 2004 reflected the elimination of revenues from an
outsourcing agreement that was cancelled.

         In the first quarter of 2005, PULSE EFT Association was sold to
Discover Financial Services. As a member of the PULSE electronic payment
network, Whitney received distributions totaling approximately $1.1 million that
were reported with other operating income for 2005. Other operating income for
2003 included a gain of $1.4 million recognized on the sale of a portfolio of
seasoned loans originated under affordable-housing programs.

         The net gain on sales and other revenue from foreclosed assets includes
income from grandfathered assets that varies 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 dispositions of surplus banking property are shown in Table 14.

                                       35
<PAGE>
NONINTEREST EXPENSE

         Table 15 shows the components of noninterest expense for each year in
the three-year period ended December 31, 2005, along with the percent changes
between years for each component. Noninterest expense increased 10%, or $26.7
million, in 2005, following an increase of 7%, or $17.4 million, between 2003
and 2004. Incremental operating costs associated with acquired operations,
including the amortization of acquired intangibles, totaled approximately $12.5
million in 2005 and $2.7 million in 2004.

         Storm-related losses of $4.4 million were included in noninterest
expense in 2005 representing in part the deductibles on Whitney's insurance
policies. Certain categories of recurring noninterest expense were reduced in
the period following the storms as a result of facility closings, service
interruptions, and increased employee turnover during the relocation of New
Orleans-based operations. The Company is working diligently to revise its
disaster recovery plans and operating arrangements before the start of the 2006
hurricane season to address what shortcomings were exposed during this
unprecedented crisis. In addition, management is developing longer-range plans
designed to make Whitney's operations more resilient, with less exposure of
critical operations to disasters of any type. These initiatives will lead to
some recurring increase in operating expense, but they should also significantly
reduce the direct and indirect costs associated with future natural disasters.
Although management believes that adequate insurance coverage will continue to
be available, the cost of coverage to the Company could increase sharply in the
short-term.

<TABLE>
<CAPTION>
TABLE 15.  NONINTEREST  EXPENSE
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                      2005    % change        2004    % change         2003
-------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>           <C>       <C>            <C>       <C>
Employee compensation                                    $132,488      11%       $119,713       5%        $113,994
Employee benefits                                          33,020      11          29,644       8           27,377
-------------------------------------------------------------------------------------------------------------------
  Total personnel                                         165,508      11         149,357       6          141,371
Net occupancy                                              22,846      12          20,461       5           19,521
Equipment and data processing                              17,344      (2)         17,636       2           17,264
Telecommunication and postage                               9,154       3           8,846       3            8,614
Corporate value and franchise taxes                         7,824       4           7,496       6            7,079
Legal and other professional services                       6,091       2           5,943      (1)           6,029
Amortization of intangibles                                 8,261      46           5,657       6            5,332
Security and other outsourced services                     10,493      16           9,045       2            8,846
Advertising and promotion                                   4,436     (22)          5,675      54            3,679
Operating supplies                                          3,853       3           3,727       5            3,546
Bank card processing services                               3,036      16           2,612      14            2,293
Deposit insurance and regulatory fees                       2,160       7           2,015       5            1,926
Miscellaneous operating losses                              6,624      67           3,971     141            1,645
Other operating expense                                    19,348       8          17,837      13           15,778
-------------------------------------------------------------------------------------------------------------------
  Total noninterest expense                              $286,978      10%       $260,278       7%        $242,923
-------------------------------------------------------------------------------------------------------------------
</TABLE>

         Personnel expense represented more than half of the Company's
noninterest expense in each period and was the major factor in fluctuations from
year to year. Employee compensation increased 11%, or $12.8 million, in 2005,
and was up 5%, or $5.7 million, in 2004. Employee compensation includes base
pay, compensation earned under sales-based and other employee incentive
programs, and compensation expense under management incentive plans.

         Base pay rose 8%, or $7.8 million, in 2005, with a little more than
half related to the staff of acquired operations. This followed a 5%, or $4.9
million, increase from 2003 to 2004, when acquired operations contributed 1% to
the total percentage change. Whitney's full-time equivalent staff grew on
average by approximately 3% in 2005 and 1% in 2004, substantially all related to
acquisitions, through there was some branch expansion and

                                       36
<PAGE>
strategic placement of additional relationship officers. Most of the
storm-related attrition toward the end of 2005 is expected to be restored in the
early part of 2006.

         Employees earned an additional $1.4 million under sales-based incentive
plans during 2005 compared to 2004, of which approximately $.8 million was
earned by the staff of acquired operations. In 2004, compensation earned under
these incentive plans was $2.0 million less than in 2003. Incentive pay for
residential mortgage loan production was the main factor, reflecting the
significant decrease between these periods in loan origination volumes.

         Compensation expense associated with management incentive programs
increased by $3.5 million in 2005. This increase mainly related to the cash
bonus incentive program and reflected Whitney's performance, as adjusted for
certain storm-related items, in relation to its designated peer group, an
increased emphasis on performance-based pay in the overall 2005 compensation
packages for top management, and expanded management participation in the
program. Between 2003 and 2004, there was a $2.8 million increase in the expense
for management incentive programs, with stock-based compensation the main
factor. Whitney has recognized stock-based compensation expense with respect to
performance-based restricted stock grants. This expense fluctuates with changes
in the Company's stock price, employee participation levels, and expectations
about the extent to which performance objectives will be met.

         As is discussed in Note 2 to the consolidated financial statements
located in Item 8, new authoritative guidance has been issued that establishes
the fair value-based method as the exclusive method of accounting for
stock-based compensation and is effective for awards, including awards of stock
options, which are granted, modified, repurchased, or cancelled after December
31, 2005. This new guidance also changes how Whitney will calculate compensation
expense for unvested restricted stock awards starting with the first quarter of
2006, and the related compensation expense will differ from what would have been
recognized under the prior accounting method. The difference in total
compensation expense cannot be determined because the expense under the prior
method would vary with future changes in Whitney's stock price. The impact of
the revised standard on the accounting for future awards of stock-based
compensation will depend on the terms of those awards.

         Employee benefits expense increased 11%, or $3.4 million, in 2005, and
was up 8%, or $2.3 million, in 2004. The major components of employee benefits
expense, in addition to payroll taxes, are the cost of providing health benefits
for active and retired employees and the cost of providing pension benefits
through both the defined-benefit plans and a 401(k) employee savings plan.

         The performance of the pension trust fund and trends in market yields
on fixed-income securities in one period can cause fluctuations in the
actuarially-determined periodic expense for the defined-benefit pension plan in
future periods, holding other variables constant. The $1.4 million increase in
pension expense in 2005 followed a relatively sharp drop during 2004 in the
market yields referenced to determine the appropriate rate for discounting
projected pension benefits. Investment performance in 2004 was in line with the
long-term expected rate of return. Pension expense increased $.8 million in
2004. Although fixed-income market yields and the discount rate also declined in
2003, the trust fund posted better than assumed investment returns for the year.
An $8 million employer contribution to the pension trust toward the end of 2003
also had a favorable impact on 2004 expense. Pension expense is expected to
increase again in 2006, reflecting a further decrease in referenced market
yields during 2005 and an investment performance below the long-term expected
return. The rate of increase will be moderated by the impact of a $20 million
contribution to the trust fund toward the end of 2005.

         Trends in fixed-income market yields also impact the actuarial
valuation results for postretirement health benefits as do trends in actual
benefit outlays. Lower rates and unfavorable benefit experience in 2004
contributed to a $.6 million expense increase in 2005. A favorable comparison of
postretirement health benefits costs in 2004 versus 2003 reflected the impact of
legislation on prescription drug benefits under Medicare.

         The cost of providing health coverage to active employees increased 4%,
or $.4 million, in 2005, net of employee contributions. This followed an
increase of 13%, or $1.0 million, in 2004 compared to 2003. Whitney's health
coverage costs had been increasing at a pace well above the general rate of
inflation for a number of years,

                                       37
<PAGE>
mirroring to a large extent broad trends in the consumption and cost of medical
services, including prescription drugs. Whitney seeks to provide competitive
benefits in a cost-efficient manner, and management reviews the structure of
Whitney's health plans and the appropriate level of employee cost-sharing on a
regular basis. Changes made to the plans for 2005 increased cost-sharing and
encouraged employee participation in the most cost-effective coverage options.
The trends that underlie increasing health benefit costs are expected to
continue in the near term.

         Net occupancy expense increased 12%, or $2.4 million, in 2005,
including $1.6 million of incremental costs associated with acquired operations.
There was also a net increase in occupancy expense from the addition of several
new branches and the replacement or relocation of several other existing
facilities. Although storm-related facility closures and asset retirements
reduced certain recurring occupancy costs after the storms in 2005, these
savings were for the most part offset by a corresponding loss of office rental
revenue. Nine branch locations remain closed, and business is being conducted
from temporary facilities or on a limited-access basis at seven other
storm-damaged locations. Substantially all rental space is back in operation. In
2004, net occupancy expense increased 5%, or $.9 million, with expansion as the
main factor. Whitney opened six new or replacement branches from late 2003
through the end of 2004, in addition to the locations acquired in Tampa and Ft.
Walton in 2004. To reduce costs over the long term and enhance productivity,
certain operations in Houston were moved to one of the new facilities in 2004
and out of office space that was subject to a noncancelable lease. Whitney
recognized a loss of $1.6 million in 2004 related to its remaining obligation
under the lease. This loss is included with miscellaneous operating losses in
Table 15.

         Equipment and data processing expense decreased 2%, or $.3 million, in
2005, although there was $.7 million in added costs for acquired operations. The
phase-in of the ATM outsourcing contract during 2005, as discussed further
below, gradually eliminated the expense of owning and maintaining these
machines. Storm-related asset retirements and closures also served to reduce
expense in 2005, although the impact was not significant. The Company's
equipment and data processing expense has also benefited in recent years from
aggressive contract management and close control over capital expenditures for
both new projects and the replacement of fully-depreciated assets. Branch
expansion and acquisitions were factors in the 2% increase in this expense
category in 2004 compared to 2003.

         The total expense for professional services, both legal and other
services, has been relatively stable over the last three years. Legal expense,
which covers services for both loan collection efforts and general corporate
matters, was down 16%, or $.5 million, in 2005. The higher level of internally
criticized loans accumulated during 2005 had not led to significant legal
collection work through year end. Storm-related disruptions to law firm
operations and judicial systems were also a factor. Legal expense also declined
in 2004, by 12%, compared to 2003, partly reflecting improvements in loan credit
quality in 2003 that continued through 2004. The expense for other professional
services in 2005 was up 20%, or $.6 million, from 2004. Each of these years
included approximately $.5 million for system-conversion services related to
business acquisitions. The increase in 2005 came from consulting services on a
variety of projects, such as new product development and the evaluation of
compliance programs and optimal resource allocations, none of which were
individually significant. In 2004, the expense for other professional services
increased 12% over the prior year. In addition to the cost of converting
acquired systems, the total in 2004 included additional audit and consulting
fees associated with Whitney's compliance with the internal control provisions
of the Sarbanes-Oxley Act of 2002.

         Bank and branch acquisitions in 2005 and 2004 led to an increase in
amortization of intangibles in each of these years, mainly associated with the
value of deposit relationships acquired in these transactions. There were no
acquisitions in 2003. Amortization expense of $8.7 million is scheduled for
2006. This amount does not include the impact of a pending business acquisition
expected to be completed in the second quarter of 2006. Note 4 to the
consolidated financial statements located in Item 8 reviews completed and
pending acquisitions.

         The expense for security and other outsourced services increased 16%,
or $1.4 million, in 2005, mainly related to a new outsourcing agreement. Early
in 2005, the Bank entered into a contract to outsource virtually all aspects of
its ATM operations, including ownership of the equipment. This contract allowed
Whitney to avoid significant costs to upgrade its ATMs to comply with new
regulatory mandates. The contract calls for annual

                                       38
<PAGE>
payments in excess of $3 million for a seven-year period. Payments during the
phase-in period in 2005 were substantially less than the scheduled annual
outlay.

         During 2004, management directed an additional $2.0 million to
advertising and promotional activities compared to 2003. This mainly supported
the execution of a campaign aimed at enhanced image awareness and brand
differentiation throughout much of Whitney's market area. This campaign was
largely completed by the end of 2004 and no comparable campaign was conducted in
2005. Increased advertising is planned for 2006, mainly to promote new and
enhanced products.

         Bank card processing services expense will vary mainly with changes in
transaction volume on Bank-issued credit cards. Transaction volumes and bank
card fee income are discussed in the earlier section on "Noninterest Income."

         In addition to the $4.4 million of storm-related disaster response
costs and casualty losses mentioned earlier, miscellaneous operating losses in
2005 included the accrual of a $.6 million loss contingency related to unfunded
loan commitments. In 2004, operating losses included the $1.6 million lease
abandonment charge mentioned above in the discussion of occupancy expense and a
$.6 million casualty loss for property damage sustained when Hurricane Ivan
struck the Florida-Alabama coastal border during that year.

         The expense categories included in other operating expense were up 8%,
or $1.5 million, on a combined basis in 2005, and 13%, or $2.1 million, in 2004.
The total for 2005 included a $.5 million contribution to a disaster assistance
fund for Whitney's employees. The required amortization of affordable housing
projects increased in each year and was the main factor behind the increase in
other operating expense in 2004 compared to 2003. Tax credits associated with
the affordable housing investments reduced income tax expense and the effective
tax rates as noted in the following section and Note 23 to the consolidated
financial statements located in Item 8.

INCOME TAXES

         The Company provided for income tax expense at an effective rate of
29.6% in 2005, 30.8% in 2004 and 31.9% in 2003. The effective tax rate has been
lower than the 35% statutory federal tax rate primarily because of tax-exempt
interest income from the financing of state and local governments and the
availability of tax credits generated by investments in affordable housing
projects. Federal disaster-relief legislation passed in December 2005 provided
for a tax credit to businesses in the storm-affected areas based on salaries
paid to dislocated employees through the end of 2005. The following reconciles
reported income tax expense to that computed at the statutory federal tax rate
for each year in the three-year period ended December 31, 2005:

<TABLE>
<CAPTION>
TABLE 16.  INCOME TAXES
------------------------------------------------------------------------------------------------------------------
(in thousands)                                                       2005             2004              2003
------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>               <C>
Income tax expense at 35% of pre-tax income                       $50,875          $49,117           $50,624
Increase (decrease) resulting from
  Tax exempt income                                                (3,630)          (3,880)           (3,481)
  Low income housing credits                                       (2,387)          (1,929)           (1,352)
  Disaster-relief credit                                           (1,900)              -                 -
  State income tax and miscellaneous items                             49             (110)              308
------------------------------------------------------------------------------------------------------------------
Income tax expense reported                                       $43,007          $43,198           $46,099
------------------------------------------------------------------------------------------------------------------
</TABLE>

         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 this tax is allocated
to parishes in which the banks maintain branches. Whitney's corporate value tax
is included in noninterest expense. This expense will fluctuate in part based on
the growth in the Bank's equity and earnings and in part based on market
valuation trends for the banking industry.

                                       39
<PAGE>
FOURTH QUARTER RESULTS

         Whitney earned $35.1 million for the quarter ended December 31, 2005, a
30% increase compared to net income of $27.0 million reported for the fourth
quarter of 2004. Per share earnings were $.56 per basic share and $.55 per
diluted share in 2005's fourth quarter, up 30% and 28%, respectively, from $.43
per share, both basic and diluted, in the year-earlier period.

         Selected fourth quarter highlights follow:
         o    Whitney's net interest income (TE) increased $19.9 million, or
              23%, compared to the fourth quarter of 2004, driven by a 13%
              increase in average earning assets and a wider net interest
              margin.  The net interest margin (TE) was 5.03% for the fourth
              quarter of 2005, up 40 basis points from the year-earlier period.
              The overall yield on earning assets increased 92 basis points,
              reflecting both higher benchmark rates for the large variable-rate
              segment of Whitney's loan portfolio and an increased percentage of
              loans in the earning asset mix.  The rapid build-up of the deposit
              base following the storms improved the funding mix during the
              fourth quarter of 2005.  This improvement was evident in the
              one-basis point increase in the overall cost of funds between the
              third and fourth quarters of 2005 and a 52-basis point increase
              from the fourth quarter of 2004.

         o    Whitney made no provision for loan losses in the fourth quarter of
              2005, compared to a $2 million provision in the fourth quarter of
              2004.  In 2005's third quarter, Whitney had provided $34 million
              for loan losses, mostly reflecting management's initial estimate
              of the storms' impact on credit quality.  Extensive reviews of the
              storms' impact on borrowers performed during the fourth quarter of
              2005 indicated a level of storm-related credit risk that was
              somewhat lower than initially estimated, and these findings were
              factored into the determination of the allowance at December 31,
              2005.  The total of loans criticized through the internal credit
              risk classification process increased by $35 million during the
              fourth quarter and the corresponding allowance increased $5.6
              million.  Net charge-offs totaled $.9 million in 2005's fourth
              quarter compared to $2.3 million in the fourth quarter of 2004.

         o    Noninterest income decreased 9%, or $1.8 million, from the fourth
              quarter of 2004. Deposit service charge income decreased 31%, or
              $2.8 million. Certain charging opportunities were reduced with the
              accumulation of deposit balances after the storms and the earnings
              credit allowed against service charges on certain business deposit
              accounts continued to grow with rising short-term market rates.
              Improvements were noted in a number of income categories, such as
              bank card fees and fees from secondary mortgage market operations,
              reflecting both internal growth and contributions from acquired
              operations. These and other improvements to noninterest income for
              the fourth quarter of 2005 were offset in part by storm-related
              fee waivers and the temporary disruption of certain rental
              operations.

         o    Noninterest expense in the fourth quarter of 2005 increased 17%,
              or $10.9 million, from 2004's fourth quarter. The incremental
              expense associated with acquired operations totaled $3.1 million
              in the fourth quarter of 2005, including amortization of acquired
              intangibles. Personnel expense increased 11%, or $4.3 million, in
              total, including $1.4 million for the staff of acquired operations
              and an additional $1.2 million in compensation under management
              incentive programs. Whitney expensed $3.3 million of storm-related
              disaster response costs and casualty losses in the fourth quarter
              of 2005 and contributed $.5 million during the period to a
              disaster assistance fund for its employees.

         The Summary of Quarterly Financial Information appearing in Item 8 of
this Form 10-K provides selected comparative financial information for each of
the four quarters in 2005 and 2004.

Item 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         The information required for this item is included in the section
entitled "Asset/Liability Management" in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" that appears in Item 7 of this
Form 10-K and is incorporated here by reference.

                                       40
<PAGE>
<TABLE>
<CAPTION>
Item 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
SUMMARY OF QUARTERLY FINANCIAL INFORMATION (Unaudited)
                                                                            2005 Quarters
-------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)             4th            3rd             2nd           1st
-------------------------------------------------------------------------------------------------------------
<S>                                                    <C>             <C>             <C>           <C>
Net interest income                                    $106,426        $97,685         $94,569       $88,419
Net interest income (TE)                                107,907         99,116          96,023        89,933
Provision for loan losses                                     -         34,000           1,500         1,500
Noninterest income                                       18,328         20,305          22,211        21,391
  Net securities gains in noninterest income                  -              -              68             -
Noninterest expense                                      76,657         71,678          72,382        66,261
Income tax expense                                       12,948          3,189          13,577        13,293
-------------------------------------------------------------------------------------------------------------
Net income                                             $ 35,149        $ 9,123         $29,321       $28,756
-------------------------------------------------------------------------------------------------------------
Average balances
    Total assets                                     $9,539,789     $8,999,177      $8,833,445    $8,225,375
    Earning assets                                    8,524,522      8,158,377       8,104,745     7,597,501
    Loans                                             6,512,421      6,332,291       6,102,380     5,591,349
    Deposits                                          7,973,830      7,229,462       7,086,179     6,593,001
    Shareholders' equity                                952,579        966,771         933,976       887,059
-------------------------------------------------------------------------------------------------------------
Ratios
    Return on average assets                               1.46%           .40%           1.33%         1.42%
    Return on average equity                              14.64           3.74           12.59         13.15
    Net interest margin                                    5.03           4.83            4.75          4.78
-------------------------------------------------------------------------------------------------------------
Earnings per share
    Basic                                                  $.56           $.15            $.47          $.47
    Diluted                                                 .55            .14             .46           .47
Cash dividends per share                                    .25            .25             .25           .23
Trading data
    High price                                           $29.93         $33.69          $33.00        $31.09
    Low price                                             24.14          26.60           28.65         28.44
    End-of-period closing price                           27.56          27.04           32.63         29.67
    Trading volume                                   16,175,745     18,314,726       6,531,000     9,412,595
-------------------------------------------------------------------------------------------------------------
                                                                            2004 Quarters
-------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)             4th            3rd             2nd           1st
-------------------------------------------------------------------------------------------------------------
Net interest income                                     $86,355        $80,186         $76,359       $77,190
Net interest income (TE)                                 87,972         81,725          77,869        78,671
Provision for loan losses                                 2,000              -           2,000        (2,000)
Noninterest income                                       20,172         20,053          21,391        20,907
  Net securities gains in noninterest income                  -             68               -             -
Noninterest expense                                      65,719         68,261          64,272        62,026
Income tax expense                                       11,810          9,900           9,575        11,913
-------------------------------------------------------------------------------------------------------------
Net income                                              $26,998        $22,078         $21,903       $26,158
-------------------------------------------------------------------------------------------------------------
Average balances
    Total assets                                     $8,170,990     $7,882,497      $7,782,108    $7,722,135
    Earning assets                                    7,568,194      7,309,316       7,253,932     7,175,034
    Loans                                             5,506,923      5,231,828       5,069,304     4,906,710
    Deposits                                          6,577,154      6,440,765       6,248,685     6,119,857
    Shareholders' equity                                925,176        882,744         862,016       855,476
-------------------------------------------------------------------------------------------------------------
Ratios
    Return on average assets                               1.31%          1.11%           1.13%         1.36%
    Return on average equity                              11.61           9.95           10.22         12.30
    Net interest margin                                    4.63           4.46            4.31          4.40
-------------------------------------------------------------------------------------------------------------
Earnings per share
    Basic                                                  $.43           $.36            $.36          $.43
    Diluted                                                 .43            .35             .36           .43
Cash dividends per share                                    .23            .22             .22           .22
Trading data
    High price                                           $30.83         $30.12          $29.86        $29.33
    Low price                                             27.47          26.60           26.35         26.48
    End-of-period closing price                           29.99          28.00           29.78         27.83
    Trading volume                                   10,193,418      7,243,113       4,992,822     5,232,899
-------------------------------------------------------------------------------------------------------------
All prices as reported on the Nasdaq National Market.
</TABLE>

                                       41
<PAGE>
        MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING


         The management of Whitney Holding Corporation is responsible for
establishing and maintaining adequate internal control over financial reporting
for the Company. Internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles.

         Management used the framework of criteria established in Internal
Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission to conduct an evaluation of the
effectiveness of internal control over financial reporting. Based on that
evaluation, management concluded that internal control over financial reporting
for the Company as of December 31, 2005 was effective.

         Management's assessment of the effectiveness of the Company's internal
control over financial reporting as of December 31, 2005 has been audited by
PricewaterhouseCooopers LLP, an independent registered public accounting firm,
as stated in their report, which follows.


                                       42
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To Shareholders and Board of Directors
  of Whitney Holding Corporation:

         We have completed integrated audits of Whitney Holding Corporation's
2005 and 2004 consolidated financial statements and of its internal control over
financial reporting as of December 31, 2005 and an audit of its 2003
consolidated financial statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Our opinions, based on our
audits, are presented below.

Consolidated financial statements
---------------------------------
         In our opinion, the consolidated financial statements listed in the
index appearing under Item 15(a)(1) present fairly, in all material respects,
the financial position of Whitney Holding Corporation and its subsidiaries (the
Company) at December 31, 2005 and 2004, and the results of their operations and
their cash flows for each of the three years in the period ended December 31,
2005 in conformity with accounting principles generally accepted in the United
States of America. 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 of these
statements in accordance with the standards of the Public Company Accounting
Oversight Board (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 of financial statements
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 audits provide a
reasonable basis for our opinion.

Internal control over financial reporting
-----------------------------------------
         Also, in our opinion, management's assessment, included in the
accompanying "Management's Report on Internal Control Over Financial Reporting,"
that the Company maintained effective internal control over financial reporting
as of December 31, 2005 based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), is fairly stated, in all material respects, based on
those criteria. Furthermore, in our opinion, the Company maintained, in all
material respects, effective internal control over financial reporting as of
December 31, 2005, based on criteria established in Internal Control -
Integrated Framework issued by the COSO. The Company's management is responsible
for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting.
Our responsibility is to express opinions on management's assessment and on the
effectiveness of the Company's internal control over financial reporting based
on our audit. We conducted our audit of internal control over financial
reporting in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective
internal control over financial reporting was maintained in all material
respects. An audit of internal control over financial reporting includes
obtaining an understanding of internal control over financial reporting,
evaluating management's assessment, testing and evaluating the design and
operating effectiveness of internal control, and performing such other
procedures as we consider necessary in the circumstances. We believe that our
audit provides a reasonable basis for our opinions.

                                       43
<PAGE>
         A company's internal control over financial reporting is a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company's internal
control over financial reporting includes those policies and procedures that (i)
pertain to the maintenance of records that, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use, or disposition of the
company's assets that could have a material effect on the financial statements.

         Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.


/s/PricewaterhouseCoopers LLP
New Orleans, Louisiana
March 15, 2006.

                                       44
<PAGE>
<TABLE>
<CAPTION>
                                 WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                                        CONSOLIDATED BALANCE SHEETS
                                                                                             December 31
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                2005                  2004
-------------------------------------------------------------------------------------------------------------------

ASSETS
<S>                                                                               <C>                   <C>
  Cash and due from financial institutions                                        $  554,827            $  213,751
  Federal funds sold and short-term investments                                      805,758                22,424
  Loans held for sale                                                                 46,678                 8,796
  Investment securities
    Securities available for sale                                                  1,413,763             1,763,774
    Securities held to maturity, fair values of  $228,027 and
      $232,225, respectively                                                         227,688               227,470
-------------------------------------------------------------------------------------------------------------------
      Total investment securities                                                  1,641,451             1,991,244
  Loans, net of unearned income                                                    6,560,597             5,626,276
    Allowance for loan losses                                                        (90,028)              (54,345)
-------------------------------------------------------------------------------------------------------------------
      Net loans                                                                    6,470,569             5,571,931
-------------------------------------------------------------------------------------------------------------------

  Bank premises and equipment                                                        151,978               156,602
  Goodwill                                                                           204,089               115,771
  Other intangible assets                                                             26,304                24,240
  Accrued interest receivable                                                         52,808                28,985
  Other assets                                                                       154,544                88,880
-------------------------------------------------------------------------------------------------------------------
      Total assets                                                               $10,109,006            $8,222,624
-------------------------------------------------------------------------------------------------------------------

LIABILITIES
  Noninterest-bearing demand deposits                                             $3,301,227            $2,111,703
  Interest-bearing deposits                                                        5,303,609             4,500,904
-------------------------------------------------------------------------------------------------------------------
      Total deposits                                                               8,604,836             6,612,607
-------------------------------------------------------------------------------------------------------------------

  Short-term and other borrowings                                                    433,350               634,259
  Accrued interest payable                                                            10,538                 5,032
  Accrued expenses and other liabilities                                              99,239                65,961
-------------------------------------------------------------------------------------------------------------------
      Total liabilities                                                            9,147,963             7,317,859
-------------------------------------------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
  Common stock, no par value
    Authorized - 100,000,000 shares
    Issued - 63,657,059 and 63,163,398 shares, respectively                            2,800                 2,800
  Capital surplus                                                                    261,318               250,793
  Retained earnings                                                                  738,655               697,977
  Accumulated other comprehensive loss                                               (21,223)               (2,963)
  Treasury stock at cost - 316,575 and 1,061,817 shares, respectively                 (9,363)              (31,475)
  Unearned restricted stock compensation                                             (11,144)              (12,367)
-------------------------------------------------------------------------------------------------------------------
      Total shareholders' equity                                                     961,043               904,765
-------------------------------------------------------------------------------------------------------------------
      Total liabilities and shareholders' equity                                 $10,109,006            $8,222,624
-------------------------------------------------------------------------------------------------------------------

  The accompanying notes are an integral part of these financial statements.
  Share data reflects the 3-for-2 stock split effective May 25, 2005.
</TABLE>

                                       45
<PAGE>
<TABLE>
<CAPTION>
                                   WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                                        CONSOLIDATED STATEMENTS OF INCOME

                                                                                   Years Ended December 31
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                                 2005            2004           2003
-------------------------------------------------------------------------------------------------------------------
INTEREST INCOME
<S>                                                                        <C>             <C>            <C>
  Interest and fees on loans                                               $390,058        $272,460       $252,611
  Interest and dividends on investment securities
    Taxable securities                                                       65,130          77,950         76,144
    Tax-exempt securities                                                     9,476          10,181          8,564
  Interest on federal funds sold and short-term investments                   3,421             181            750
-------------------------------------------------------------------------------------------------------------------
    Total interest income                                                   468,085         360,772        338,069
-------------------------------------------------------------------------------------------------------------------
INTEREST EXPENSE
  Interest on deposits                                                       64,452          34,665         40,693
  Interest on short-term and other borrowings                                16,534           6,017          2,816
-------------------------------------------------------------------------------------------------------------------
    Total interest expense                                                   80,986          40,682         43,509
-------------------------------------------------------------------------------------------------------------------

NET INTEREST INCOME                                                         387,099         320,090        294,560
PROVISION FOR LOAN LOSSES                                                    37,000           2,000         (3,500)
-------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                         350,099         318,090        298,060
-------------------------------------------------------------------------------------------------------------------
NONINTEREST INCOME
  Service charges on deposit accounts                                        30,579          37,148         38,309
  Bank card fees                                                             11,972          10,319          9,193
  Trust service fees                                                          9,483           8,959          8,126
  Secondary mortgage market operations                                        5,022           4,925         11,248
  Other noninterest income                                                   25,111          21,104         21,765
  Securities transactions                                                        68              68            863
-------------------------------------------------------------------------------------------------------------------
    Total noninterest income                                                 82,235          82,523         89,504
-------------------------------------------------------------------------------------------------------------------
NONINTEREST EXPENSE
  Employee compensation                                                     132,488         119,713        113,994
  Employee benefits                                                          33,020          29,644         27,377
-------------------------------------------------------------------------------------------------------------------
    Total personnel                                                         165,508         149,357        141,371
  Net occupancy                                                              22,846          20,461         19,521
  Equipment and data processing                                              17,344          17,636         17,264
  Telecommunication and postage                                               9,154           8,846          8,614
  Corporate value and franchise taxes                                         7,824           7,496          7,079
  Legal and other professional services                                       6,091           5,943          6,029
  Amortization of intangibles                                                 8,261           5,657          5,332
  Other noninterest expense                                                  49,950          44,882         37,713
-------------------------------------------------------------------------------------------------------------------
    Total noninterest expense                                               286,978         260,278        242,923
-------------------------------------------------------------------------------------------------------------------

INCOME BEFORE INCOME TAXES                                                  145,356         140,335        144,641
INCOME TAX EXPENSE                                                           43,007          43,198         46,099
-------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                 $102,349        $ 97,137       $ 98,542
-------------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE
  Basic                                                                       $1.65           $1.59          $1.65
  Diluted                                                                      1.63            1.56           1.63
WEIGHTED-AVERAGE SHARES OUTSTANDING
  Basic                                                                  62,008,004      61,122,581     59,894,147
  Diluted                                                                62,953,293      62,083,043     60,594,201
CASH DIVIDENDS PER SHARE                                                      $ .98           $ .89          $ .82
-------------------------------------------------------------------------------------------------------------------
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 May 25, 2005.
</TABLE>
                                       46

<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 thousand, except per share data)  Stock   Surplus   Earnings  Income (Loss)   Stock   Compensation  Total
-----------------------------------------------------------------------------------------------------------------------
<S>                                          <C>     <C>        <C>         <C>        <C>          <C>       <C>
Balance at December 31, 2002                 $2,800  $167,235   $607,235    $ 30,104   $      -     $ (6,891) $800,483
-----------------------------------------------------------------------------------------------------------------------
Comprehensive income:
  Net income                                      -         -     98,542           -          -            -    98,542
  Other comprehensive loss:
    Unrealized net holding loss on
      securities, net of reclassification
      adjustments and taxes                       -         -          -     (21,666)         -            -   (21,666)
-----------------------------------------------------------------------------------------------------------------------
Total comprehensive income                        -         -     98,542     (21,666)         -            -    76,876
-----------------------------------------------------------------------------------------------------------------------
Cash dividends, $.82 per share                    -         -    (49,582)          -          -            -   (49,582)
Stock issued to dividend reinvestment
  plan                                            -     1,303          -           -        487            -     1,790
Long-term incentive plan stock activity:
  Restricted grants and related activity          -     9,630          -           -     (1,227)      (3,823)    4,580
  Options exercised                               -     5,023          -           -        503            -     5,526
Directors' compensation plan
  stock activity                                  -       433          -           -        207            -       640
-----------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2003                 $2,800  $183,624   $656,195    $  8,438   $    (30)    $(10,714) $840,313
-----------------------------------------------------------------------------------------------------------------------

Comprehensive income:
  Net income                                      -         -     97,137           -          -            -    97,137
  Other comprehensive loss:
    Unrealized net holding loss on
      securities, net of reclassification
      adjustments and taxes                       -         -          -     (11,401)         -            -   (11,401)
-----------------------------------------------------------------------------------------------------------------------
Total comprehensive income                        -         -     97,137     (11,401)         -            -    85,736
-----------------------------------------------------------------------------------------------------------------------
Cash dividends, $.89 per share                    -         -    (55,355)          -          -            -   (55,355)
Stock acquired under repurchase program           -         -          -           -    (31,475)           -   (31,475)
Stock issued in business combination              -    41,932          -           -          -            -    41,932
Stock issued to dividend reinvestment
 plan                                             -     1,445          -           -        654            -     2,099
Long-term incentive plan stock activity:
  Restricted grants and related activity          -     9,860          -           -       (857)      (1,653)    7,350
  Options exercised                               -    13,034          -           -         55            -    13,089
Directors' compensation plan
  stock activity                                  -       898          -           -        178            -     1,076
-----------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2004                 $2,800  $250,793   $697,977    $ (2,963)  $(31,475)    $(12,367) $904,765
-----------------------------------------------------------------------------------------------------------------------

Comprehensive income:
  Net income                                      -         -    102,349           -          -            -   102,349
  Other comprehensive loss:
    Unrealized net holding loss on
      securities, net of reclassification
      adjustments and taxes                       -         -          -     (17,268)         -            -   (17,268)
    Additional minimum pension liability,
      net of taxes                                -         -          -        (992)         -            -      (992)
-----------------------------------------------------------------------------------------------------------------------
Total comprehensive income                        -         -    102,349     (18,260)         -            -    84,089
-----------------------------------------------------------------------------------------------------------------------
Cash dividends, $.98 per share                    -         -    (61,671)          -          -            -   (61,671)
Stock acquired under repurchase program           -         -          -           -    (46,669)           -   (46,669)
Stock issued in business combination              -      (714)         -           -     57,838            -    57,124
Stock issued to dividend reinvestment
  plan                                            -      (103)         -           -      2,521            -     2,418
Long-term incentive plan stock activity:
  Restricted grants and related activity          -       221          -           -      5,727        1,223     7,171
  Options exercised                               -    10,063          -           -      2,363            -    12,426
Directors' compensation plan
  stock activity                                  -     1,058          -           -        332            -     1,390
-----------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2005                 $2,800  $261,318   $738,655    $(21,223)  $ (9,363)    $(11,144) $961,043
-----------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
Per share data gives effect to the 3-for-2 stock split effective May 25, 2005.
</TABLE>

                                       47
<PAGE>
<TABLE>
<CAPTION>
                                       WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                                          CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                               Years Ended December 31
----------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                      2005         2004         2003
----------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                                                      <C>          <C>          <C>
Net income                                                                               $102,349     $ 97,137     $ 98,542
Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization of bank premises and equipment                           13,589       13,458       13,242
    Amortization of purchased intangibles                                                   8,261        5,657        5,332
    Restricted stock compensation earned                                                    9,372        8,867        5,954
    Premium amortization (discount accretion) on securities, net                            1,060        4,139        8,221
    Provision for losses on loans and foreclosed assets                                    37,114        2,099       (3,443)
    Net gains on asset sales                                                               (2,601)      (1,189)      (1,410)
    Deferred tax expense (benefit)                                                        (11,615)      (3,399)       1,415
    Net (increase) decrease in loans originated and held for sale                         (27,004)       6,513       22,802
    Net (increase) decrease in interest and other income receivable and prepaid expenses  (28,754)       4,693       (2,798)
    Net increase (decrease) in interest payable and accrued expenses                       37,812       11,343       (2,858)
    Other, net                                                                            (26,219)         100          986
----------------------------------------------------------------------------------------------------------------------------
        Net cash provided by operating activities                                         113,364      149,418      145,985
----------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
    Proceeds from sales of investment securities available for sale                       281,400       65,023      278,752
    Proceeds from maturities of investment securities available for sale                  361,784      542,947      785,351
    Purchases of investment securities available for sale                                (232,122)    (385,969)  (1,321,413)
    Proceeds from maturities of investment securities held to maturity                     13,595       16,440       52,938
    Purchases of investment securities held to maturity                                   (14,901)     (53,334)     (40,898)
    Net increase in loans                                                                (547,722)    (564,403)    (403,268)
    Net increase in federal funds sold and short-term investments                        (756,131)      (8,039)     (10,058)
    Proceeds from sales of foreclosed assets and surplus property                           9,880        4,777        4,495
    Purchases of bank premises and equipment                                              (12,592)     (15,928)     (11,128)
    Net cash (paid) received in business combinations                                     (39,228)       7,364            -
    Other, net                                                                             (7,939)      (2,504)     (16,209)
----------------------------------------------------------------------------------------------------------------------------
        Net cash used in investing activities                                            (943,976)    (393,626)    (681,438)
----------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
    Net increase in transaction account and savings account deposits                    1,375,730      117,081      486,468
    Net increase (decrease) in time deposits                                              177,608      133,654     (110,765)
    Net increase (decrease) in short-term and other borrowings                           (281,761)       9,584      146,638
    Proceeds from issuance of common stock                                                 14,185       13,995        7,151
    Purchases of common stock                                                             (52,924)     (29,681)      (1,528)
    Cash dividends                                                                        (61,150)     (57,061)     (48,248)
----------------------------------------------------------------------------------------------------------------------------
        Net cash provided by financing activities                                       1,171,688      187,572      479,716
----------------------------------------------------------------------------------------------------------------------------
        Increase (decrease) in cash and cash equivalents                                  341,076      (56,636)     (55,737)
        Cash and cash equivalents at beginning of year                                    213,751      270,387      326,124
----------------------------------------------------------------------------------------------------------------------------
        Cash and cash equivalents at end of year                                         $554,827     $213,751     $270,387
----------------------------------------------------------------------------------------------------------------------------

Cash received during the year for:
    Interest income                                                                      $442,647     $360,756     $339,413

Cash paid during the year for:
    Interest expense                                                                      $77,059      $40,777      $46,399
    Income taxes                                                                           28,198       37,110       47,800

Noncash investing activities:
    Foreclosed assets received in settlement of loans                                      $2,754       $2,125       $2,574
----------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>

                                       48
<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 the Houston, Texas metropolitan area; southern Louisiana; the
coastal region of Mississippi; central and south Alabama; the panhandle of
Florida; and the Tampa Bay metropolitan area 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. Southern Coastal
Insurance Agency, Inc., another wholly-owned Bank subsidiary, offers personal
and business insurance products to customers in northwest Florida.

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 4).

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

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

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

         Securities not meeting the criteria to be classified as either trading
securities or securities held to maturity are classified as available for sale
and are carried at fair value. Unrealized holding losses, other than those
determined to be other than temporary, and unrealized holding gains 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.

                                       49
<PAGE>
         Premiums and discounts on securities, both those held to maturity and
those available for sale, are amortized and accreted to income as an adjustment
to the securities' yields using the interest method. Realized gains and losses
on securities, including declines in value judged to be other than temporary,
are reported net as a component of noninterest income. The cost of securities
sold is specifically identified for use in calculating realized gains and
losses.

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 are also carried at the lower of cost or market.

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.

         The Company stops accruing interest 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 moved to 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 if the collectibility of the
remaining principal is not reasonably assured; otherwise, such payments are
recognized as interest income when 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, the fair value of the
underlying collateral if the loan is collateral dependent, or, when available,
the loan's observable market price. 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, portfolio concentration statistics and reports on
general and local economic conditions and the economic fundamentals of specific
industries that are well-represented in the customer base. 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.

                                       50
<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 both 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. Any 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 before they are sold.

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.

         Goodwill must be assessed for impairment annually 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 would be charged to operating expense.

         Identifiable intangible assets with finite lives are 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.

Stock-Based Compensation
         At December 31, 2005, the Company had two incentive compensation plans
that incorporate stock-based compensation, as is more fully described in Note
16. 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, among other
provisions. As provided for in SFAS No. 123, however, Whitney elected to
continue to follow Accounting Principles Board Opinion (APB) No. 25 and related
interpretations to measure and recognize stock-based compensation expense. Under
that Opinion, the Company recognized no compensation expense with respect to
fixed awards of stock options. Whitney has awarded options with an exercise
price equal to the stock's market price on the grant date. As such, these
options had no intrinsic value on the grant date, which was the date used to
measure compensation expense under the Opinion. The compensation expense
recognized under APB No. 25 for the Company's restricted stock grants reflects
their fair value, but the timing of when fair value is determined and the method
of allocating expense over time differ in certain respects from what is required
under SFAS No. 123, as amended.

                                       51
<PAGE>
         The following shows the effect on net income and earnings per share if
Whitney had applied the provisions of SFAS No. 123 to measure and to recognize
stock-based compensation expense for all awards:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
(in thousands, except per share data)                                        2005         2004           2003
-----------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>            <C>           <C>
Net income                                                               $102,349       $97,137       $98,542
Stock-based compensation expense included in reported net income,
     net of related tax effects                                             6,091         5,764         3,870
Stock-based compensation expense determined under fair value-based
     method for all awards, net of related tax effects                     (7,696)       (8,267)       (5,935)
-----------------------------------------------------------------------------------------------------------------
Pro forma net income                                                     $100,744       $94,634       $96,477
-----------------------------------------------------------------------------------------------------------------
Earnings per share:
     Basic - as reported                                                    $1.65         $1.59         $1.65
     Basic - pro forma                                                       1.62          1.55          1.61
     Diluted - as reported                                                   1.63          1.56          1.63
     Diluted - pro forma                                                     1.60          1.52          1.59
-----------------------------------------------------------------------------------------------------------------
Weighted-average fair value of options awarded during the year              $6.09         $6.64         $4.36
-----------------------------------------------------------------------------------------------------------------
</TABLE>

         The fair values of the stock options were estimated as of the grant
dates using the Black-Sholes option-pricing model. The total estimated value for
each year's option awards was $3.1 million in 2005, $4.9 million in 2004, and
$3.0 million in 2003. The Company made the following significant assumptions in
applying the option-pricing model: (a) a weighted-average expected annualized
volatility for Whitney's common stock of 22.97% in 2005, 24.97% in 2004, and
25.55% in 2003; (b) a weighted-average option life of 5.60 years in 2005 and
6.86 years in 2004 and 7.00 years in 2003; (c) an expected annual dividend yield
of 3.14% in 2005, 3.23% in 2004, and 3.56% in 2003; and (d) a weighted-average
risk-free interest rate of 3.87% in 2005, 4.44% in 2004, and 3.01% in 2003.

         The Financial Accounting Standards Board (FASB) replaced the guidance
in SFAS No. 123 with the issuance in December 2004 of SFAS No. 123 (revised
2004) (SFAS No. 123R), Share-Based Payment. Of greatest significance to Whitney,
the revised standard established the fair value-based method as the exclusive
method of accounting for stock-based compensation, with only limited exceptions,
and eliminated the election to follow APB No. 25. Under SFAS No. 123R, the
grant-date fair value of equity instruments, including stock options, awarded to
employees establishes the cost of the services received in exchange, and the
cost associated with awards that are expected to vest is recognized over the
required service period. The revised standard also clarified and expanded
existing guidance on measuring fair value, including considerations for
selecting and applying an option-pricing model, on classifying an award as
equity or a liability, and on attributing compensation cost to reporting
periods.

         Whitney must apply SFAS No. 123R to all awards granted after December
31, 2005 and to awards modified, repurchased, or cancelled after that date. The
Company currently has no plans to modify, repurchase or cancel existing awards.
For outstanding awards whose required service period extends beyond December 31,
2005, Whitney will recognize compensation cost after that date based on the
grant-date fair value of those awards as calculated for pro forma disclosure
under the original SFAS No. 123. As of December 31, 2005, all stock options
awarded by the Company were fully-exercisable and there were no continuing
service requirements. The service requirements for certain restricted stock
awards do extend beyond December 31, 2005, and the related compensation expense
recognized after that date will differ from what would have been recognized
under APB No. 25. Although the initial difference is immaterial, the ongoing
difference cannot be determined because the expense under APB No. 25 would vary
with future changes in Whitney's stock price. The impact of the revised standard
on the accounting for future awards of stock-based compensation will depend on
the terms of those awards.

                                       52
<PAGE>
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.

Operating Segment Disclosures
         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.

Accounting Standard Developments
         In December 2004, the FASB issued SFAS No. 123 (revised 2004),
Share-Based Payment. This statement replaced SFAS No. 123, Accounting for
Stock-Based Compensation. Information about the more significant provisions of
SFAS No. 123R, including effective dates, and the expected impact on the
Company's financial results is presented in the earlier section on "Stock-Based
Compensation."

         In December 2003, the American Institute of Certified Public
Accountants issued Statement of Position (SOP) 03-3 to address the accounting
for differences between contractual cash flows and expected cash flows from
loans or debt securities acquired in a transfer if those differences are
attributable, at least in part, to credit quality. This SOP prohibits the
"carrying over" or creation of valuation allowances in the initial accounting
for all acquired loans that are within its scope. It also specifies how these
differences impact the yield subsequently recognized on these loans. SOP 03-3
was effective for loans acquired in fiscal years beginning after December 31,
2004 and did not change the accounting for loans previously acquired. The impact
of applying this SOP in accounting for the Destin Bancshares, Inc. acquisition
in April 2005 was immaterial.

                                       53
<PAGE>
NOTE 3
IMPACT OF NATURAL DISASTERS
         Two strong hurricanes affected portions of Whitney's service area
during 2005. In late August, Hurricane Katrina hit the greater New Orleans area
and the Mississippi gulf coast, with lesser impacts on coastal Alabama and the
western panhandle of Florida. Hurricane Rita made landfall toward the end of
September across the coastal area at the Texas and Louisiana border, with a
major impact on southwest Louisiana, including the Lake Charles area.

         The following summarizes some of the more significant financial
repercussions of these natural disasters for the Company and the Bank.

Credit Quality and Allowance for Loan Losses
         Management has been confronted with a significant and unfamiliar degree
of uncertainty in estimating the impact of the 2005 storms on credit quality and
inherent losses. It was clear early on that the storms could have significant
and long-term economic repercussions, both positive and negative, for businesses
and individuals in the most severely affected parts of the broader storm-impact
area, but it was impossible then and continues to be difficult to assess with
precision the storms' ultimate effect on Whitney's loan collections.

         To begin to address this uncertainty, loan officers completed an
extensive review of the storms' immediate and near-term effect on commercial and
commercial real estate loan customers with some level of operations in the
impacted areas by December 31, 2005. In addition, the portfolios of residential
mortgage loans and other consumer credits to customers resident in the
storm-impacted areas were segmented using pre-storm risk characteristics and
type of available collateral to allow management to refine its estimate of
potential credit deterioration among these borrowers. Management's assessment of
the storms' impact is still subject to significant uncertainties, both those
specific to individual customers, such as the resolution of insurance claims,
and those applicable to the economic recovery of the storm-impact area as a
whole. In addition, information to fully assess the performance of consumer
credits that had been under payment deferral programs started to become
available only after the end of 2005.

         The allowance for loan losses at December 31, 2005 incorporated
management's best estimate, based on available information, of inherent losses
resulting from the impact of the 2005 storms. As management acquires additional
information to resolve some of the remaining uncertainties and obtains further
results of ongoing reviews of individual borrowers, the loss estimate will be
revised as needed.

Disaster Response Costs, Casualty Losses, Business Interruption and
Related Insurance
                  To operate in disaster response mode, the Bank incurred
expenses for, among other things, the use of pre-designated back-up data
processing centers, the lease of temporary equipment and facilities, lodging and
other expenses for relocated personnel, and emergency communications with
customers regarding the status of Bank operations. Emergency changes to the
Bank's normal processing and collection of cash items caused recurring delays in
funds availability that had a negative impact on net interest income. In
addition, a number of the Bank's facilities and their contents were damaged by
the storms and the rental income from excess office space and a parking facility
was temporarily disrupted. Sixteen banking facilities will require replacement,
relocation or major renovation.

         Whitney maintains insurance for casualty losses as well as for
reasonable and necessary disaster response costs and certain revenue lost
through business interruption. Management believes, based on its understanding
of the coverage, that collection of receivables established for insurance claims
is probable. Certain additional disaster response costs and the bulk of repair
and replacement costs will be incurred in the early part of 2006 and beyond, and
these will be included in the insurance claims as appropriate. Management
projects that current and future claims will be within policy limits, and that
gains will be recognized with respect to casualty claims in future periods, but
this is contingent upon reaching agreement with the insurance carriers. A
receivable of $22 million was included in other assets at December 31, 2005 for
the expected recovery, and 2005 noninterest expense included a $4.4 million
pre-tax charge.

                                       54
<PAGE>
NOTE 4
MERGERS AND ACQUISITIONS
         On July 28, 2005, Whitney announced a definitive agreement to acquire
First National Bancshares, Inc. (First National) and its subsidiary, 1st
National Bank & Trust. 1st National Bank & Trust operates in the Tampa Bay
metropolitan area of Florida and had approximately $379 million in total assets
and $325 million in deposits at December 31, 2005. Shareholders of First
National will receive approximately $34.64 per share in cash and/or Whitney
stock, for a total transaction value of approximately $120 million. No more than
35% of the total consideration will be paid in cash. Subject to approval by
First National's shareholders and satisfaction of certain other customary
closing conditions, this acquisition is expected to be completed in the second
quarter of 2006.

         On April 22, 2005, Whitney acquired Destin Bancshares, Inc. (Destin).
Destin's major subsidiary was Destin Bank which operated ten banking centers in
the Destin, Fort Walton Beach and Pensacola areas of the Florida panhandle, with
approximately $540 million in total assets, including a loan portfolio of $390
million, and $440 million in deposits on the acquisition date. Destin Bank was
merged into Whitney National Bank on the same date. The transaction was valued
at $115 million, with $58 million paid to Destin shareholders in cash and the
remainder in Whitney stock totaling approximately 1.9 million shares (1.3
million shares before adjustment for the three-for-two stock split in May 2005).
Applying purchase accounting to this transaction, the Company recorded goodwill
of $88 million and a $9 million intangible asset for the estimated value of
deposit relationships with an estimated weighted-average life of approximately
3.0 years. No other significant adjustments were required to record Destin's
assets and liabilities at fair value.

         In August 2004, Whitney acquired Madison BancShares, Inc. (Madison) and
its subsidiary, Madison Bank. Madison Bank was merged immediately into Whitney
National Bank. Madison shareholders received approximately 1.5 million Whitney
shares (1.0 million shares before adjustment for the three-for-two stock split
in May 2005) and cash totaling $23 million, for a total transaction value of
approximately $65 million. At acquisition, Madison Bank reported $219 million in
assets, including $189 million in loans, and $177 million in deposits at four
banking locations in the Tampa Bay, Florida metropolitan area. Intangible assets
acquired in this transaction included $46 million of goodwill and $4 million
assigned to the value of deposit relationships with an estimated
weighted-average life of approximately 3.5 years.

         In June 2004, the Bank assumed approximately $24 million in deposits
and acquired certain assets from the First National Bank Northwest Florida. The
deposits and assets were associated with two locations in Fort Walton Beach,
Florida. Whitney recognized an intangible asset for the value of the deposit
relationships acquired of $2.1 million that is being amortized over an estimated
life of 8 years. No loans or other noncash financial assets were exchanged in
this transaction.

         Whitney's financial statements include the results from acquired
operations since the acquisition dates.

NOTE 5
FEDERAL FUNDS SOLD AND SHORT-TERM INVESTMENTS

         The balance of federal funds sold and short-term investments included
the following:

<TABLE>
<CAPTION>
                                                                                                 December 31
----------------------------------------------------------------------------------------------------------------
(in thousands)                                                                                2005         2004
----------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>           <C>
Federal funds sold                                                                        $304,500      $20,000
U. S. government agency discount notes                                                     499,013            -
Other short-term interest-bearing investments                                                2,245        2,424
----------------------------------------------------------------------------------------------------------------
      Total                                                                               $805,758      $22,424
----------------------------------------------------------------------------------------------------------------
</TABLE>

                  Federal funds were sold on an overnight basis.  The U. S.
government agency discount notes mature within approximately one month.

                                       55
<PAGE>
NOTE 6
INVESTMENT SECURITIES
         Summary information about securities available for sale and securities
held to maturity follows:

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
                                                  Amortized      Unrealized      Unrealized         Fair
(in thousands)                                      Cost            Gains          Losses           Value
------------------------------------------------------------------------------------------------------------
Securities Available for Sale
------------------------------------------------------------------------------------------------------------
December 31, 2005
------------------------------------------------------------------------------------------------------------
<S>                                              <C>                   <C>          <C>          <C>
Mortgage-backed securities                       $1,057,759            $762         $25,287      $1,033,234
U. S. agency securities                             304,389              21           6,069         298,341
U. S. Treasury securities                            49,918               -             596          49,322
Obligations of states and political
 subdivisions                                           100               2               -             102
Other securities                                     32,722              51               9          32,764
------------------------------------------------------------------------------------------------------------
    Total                                        $1,444,888            $836         $31,961      $1,413,763
------------------------------------------------------------------------------------------------------------
December 31, 2004
------------------------------------------------------------------------------------------------------------
Mortgage-backed securities                       $1,340,222          $7,534         $ 6,844      $1,340,912
U. S. agency securities                             289,816             326           6,558         283,584
U. S. Treasury securities                            80,267             309             227          80,349
Obligations of states and political
 subdivisions                                        21,318             853               -          22,171
Other securities                                     36,710              50               2          36,758
------------------------------------------------------------------------------------------------------------
    Total                                        $1,768,333          $9,072         $13,631      $1,763,774
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------
Securities Held to Maturity
------------------------------------------------------------------------------------------------------------
December 31, 2005
------------------------------------------------------------------------------------------------------------
Obligations of states and political
 subdivisions                                      $227,688          $3,035          $2,696        $228,027
------------------------------------------------------------------------------------------------------------
    Total                                          $227,688          $3,035          $2,696        $228,027
------------------------------------------------------------------------------------------------------------
December 31, 2004
------------------------------------------------------------------------------------------------------------
Obligations of states and political
 subdivisions                                      $227,470          $6,027          $1,272        $232,225
------------------------------------------------------------------------------------------------------------
    Total                                          $227,470          $6,027          $1,272        $232,225
------------------------------------------------------------------------------------------------------------
</TABLE>

         The following summarizes securities with unrealized losses at December
31, 2005 and 2004 by the period over which the security's fair value had been
continuously less than its amortized cost as of each year end.

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
December 31, 2005                                      Less than 12 Months            12 Months or Longer
------------------------------------------------------------------------------------------------------------
                                                     Fair         Unrealized         Fair         Unrealized
(in thousands)                                       Value          Losses           Value          Losses
------------------------------------------------------------------------------------------------------------
Securities Available for Sale
------------------------------------------------------------------------------------------------------------
<S>                                                <C>              <C>            <C>              <C>
Mortgage-backed securities                         $574,748         $11,507        $415,469         $13,780
U.S. agency securities                               98,953           1,059         170,102           5,010
U.S. Treasury securities                             24,655             275          24,667             321
Other securities                                      1,041               9               -               -
------------------------------------------------------------------------------------------------------------
     Total                                         $699,397         $12,850        $610,238         $19,111
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------
Securities Held to Maturity
------------------------------------------------------------------------------------------------------------
Obligations of states and political
 subdivisions                                       $66,424          $1,113         $32,154          $1,583
------------------------------------------------------------------------------------------------------------
     Total                                          $66,424          $1,113         $32,154          $1,583
------------------------------------------------------------------------------------------------------------
</TABLE>
                                       56
<PAGE>
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
December 31, 2004                                      Less than 12 Months            12 Months or Longer
------------------------------------------------------------------------------------------------------------
                                                     Fair         Unrealized         Fair         Unrealized
(in thousands)                                       Value          Losses           Value          Losses
------------------------------------------------------------------------------------------------------------
Securities Available for Sale
------------------------------------------------------------------------------------------------------------
<S>                                                <C>              <C>            <C>               <C>
Mortgage-backed securities                         $664,513          $5,195        $ 87,376          $1,649
U.S. agency securities                              148,219           1,635         120,734           4,923
U.S. Treasury securities                             24,742             227               -               -
Other securities                                        798               2               -               -
------------------------------------------------------------------------------------------------------------
     Total                                         $838,272          $7,059        $208,110          $6,572
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------
Securities Held to Maturity
------------------------------------------------------------------------------------------------------------
Obligations of states and political
 subdivisions                                       $48,498            $499         $19,727            $773
------------------------------------------------------------------------------------------------------------
     Total                                          $48,498            $499         $19,727            $773
------------------------------------------------------------------------------------------------------------
</TABLE>

         Management evaluates whether unrealized losses on securities represent
impairment that is other than temporary. If such impairment is identified, the
carrying amount of the security is reduced with a charge to operations. In
making this evaluation, management first considers the reasons for the indicated
impairment. These could include changes in market rates relative to those
available when the security was acquired, changes in market expectations about
the timing of cash flows from securities that can be prepaid, and changes in the
market's perception of the issuer's financial health and the security's credit
quality. Management then considers the likelihood of a recovery in fair value
sufficient to eliminate the indicated impairment and the length of time over
which an anticipated recovery would occur, which could extend to the security's
maturity. Finally, management determines whether there is both the ability and
intent to hold the impaired security until an anticipated recovery, in which
case the impairment would be considered temporary. In making this assessment,
management considers whether a security continues to be a suitable holding from
the perspective of the Company's overall portfolio and asset/liability
management strategies.

         Substantially all the unrealized losses at December 31, 2005 resulted
from increases in market interest rates over the yields available at the time
the underlying securities were purchased. Management identified no impairment
related to credit quality. In all cases, the indicated impairment would be
recovered by the security's maturity or repricing date or possibly earlier if
the market price for the security increases with a reduction in the yield
required by the market. All impaired securities were originally purchased for
continuing investment purposes, and management continues to find them suitable
for this purpose in light of current market conditions and Company strategies.
At December 31, 2005, management had both the intent and ability to hold
impaired securities until full recovery of cost is achieved and no impairment
was determined to be other than temporary. No impairment losses were recognized
in any of the three years ended December 31, 2005.

         The following table shows the amortized cost and estimated fair value
of securities available for sale and held to maturity grouped by contractual
maturity as of December 31, 2005. Debt securities with scheduled repayments,
such as mortgage-backed securities, and equity securities are presented in
separate totals.

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

                                       57
<PAGE>
<TABLE>
<CAPTION>
-------------------------------------------------------------------------
                                             Amortized           Fair
(in thousands)                                  Cost             Value
-------------------------------------------------------------------------
Securities Available for Sale
-------------------------------------------------------------------------
<S>                                         <C>               <C>
Within one year                             $  129,365        $  127,789
One to five years                              225,042           219,976
Five to ten years                                   -                 -
After ten years                                     -                 -
-------------------------------------------------------------------------
Debt securities with single maturities         354,407           347,765
Mortgage-backed securities                   1,057,759         1,033,234
Equity and other debt securities                32,722            32,764
-------------------------------------------------------------------------
    Total                                   $1,444,888        $1,413,763
-------------------------------------------------------------------------

-------------------------------------------------------------------------
Securities Held to Maturity
-------------------------------------------------------------------------
Within one year                               $  6,133          $  6,161
One to five years                               45,385            45,955
Five to ten years                              105,458           105,500
After ten years                                 70,712            70,411
-------------------------------------------------------------------------
    Total                                     $227,688          $228,027
-------------------------------------------------------------------------
</TABLE>

         Proceeds from sales of securities available for sale were $281 million
in 2005, $65 million in 2004 and $279 million in 2003. Whitney realized gross
gains of $2.2 million and gross losses of $2.1 million in 2005. A gross gain of
$.1 million was realized in 2004. In 2003, gross realized gains and losses were
$3.0 million and $2.1 million, respectively.

         Securities with carrying values of $1.07 billion at December 31, 2005
and $1.32 billion at December 31, 2004 were sold under repurchase agreements,
pledged to secure public deposits or pledged for other purposes. In these totals
were $136 million in 2005 and $139 million in 2004 for securities pledged at the
Federal Reserve discount window in connection with the Company's overall
contingency funding plans.

NOTE 7
LOANS
         The composition of the Company's loan portfolio follows:
<TABLE>
<CAPTION>
                                                                                  December 31
----------------------------------------------------------------------------------------------------------------
(in thousands)                                                       2005                        2004
----------------------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>          <C>            <C>
Commercial, financial and agricultural                        $2,685,894     41%          $2,399,794     43%
Real estate - commercial, construction and other               2,743,486     42            2,209,975     39
Real estate - residential mortgage                               774,124     12              685,732     12
Individuals                                                      357,093      5              330,775      6
----------------------------------------------------------------------------------------------------------------
    Total                                                     $6,560,597    100%          $5,626,276    100%
----------------------------------------------------------------------------------------------------------------
</TABLE>
                                       58

<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 2005 follows:

--------------------------------------------------------------------------
(in thousands)                                                 2005
--------------------------------------------------------------------------
Beginning balance                                            $76,438
Additions                                                     80,953
Repayments                                                   (79,323)
Net decrease from changes in related parties                 (25,129)
--------------------------------------------------------------------------
Ending balance                                               $52,939
--------------------------------------------------------------------------

         Outstanding unfunded commitments and letters of credit to related
parties totaled $112 million and $117 million at December 31, 2005 and 2004,
respectively.

NOTE 8
ALLOWANCE FOR LOAN LOSSES
         A summary analysis of changes in the allowance for loan losses follows:

<TABLE>
<CAPTION>
                                                                       Years Ended December 31
-------------------------------------------------------------------------------------------------------------
(in thousands)                                                 2005              2004             2003
-------------------------------------------------------------------------------------------------------------
<S>                                                         <C>               <C>              <C>
Balance at beginning of year                                $54,345           $59,475          $66,115
Allowances of acquired banks                                  3,648             2,461               -
Provision for loan losses                                    37,000             2,000           (3,500)
Loans charged off                                           (10,656)          (14,030)         (12,934)
Recoveries                                                    5,691             4,439            9,794
-------------------------------------------------------------------------------------------------------------
  Net charge-offs                                            (4,965)           (9,591)          (3,140)
-------------------------------------------------------------------------------------------------------------
Balance at end of year                                      $90,028           $54,345          $59,475
-------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 9
IMPAIRED LOANS, NONPERFORMING LOANS, FORECLOSED ASSETS AND SURPLUS PROPERTY
         Information on loans evaluated for possible impairment loss follows:
<TABLE>
<CAPTION>
                                                                                           December 31
-------------------------------------------------------------------------------------------------------------
(in thousands)                                                                         2005             2004
-------------------------------------------------------------------------------------------------------------
Impaired loans at year end
<S>                                                                                 <C>              <C>
  Requiring a loss allowance                                                        $54,994          $14,238
  Not requiring a loss allowance                                                      4,789            4,083
-------------------------------------------------------------------------------------------------------------
  Total recorded investment in impaired loans                                       $59,783          $18,321
-------------------------------------------------------------------------------------------------------------
Impairment loss allowance required at year end                                      $17,334           $5,497
-------------------------------------------------------------------------------------------------------------
Average recorded investment in impaired loans during the year                       $29,971          $21,418
-------------------------------------------------------------------------------------------------------------
</TABLE>

                                       59
<PAGE>
         The following is a summary of nonperforming loans and foreclosed assets
and surplus property:

<TABLE>
<CAPTION>
                                                                                             December 31
-------------------------------------------------------------------------------------------------------------
(in thousands)                                                                         2005             2004
-------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>              <C>
Loans accounted for on a nonaccrual basis                                           $65,565          $23,597
Restructured loans                                                                       30               49
-------------------------------------------------------------------------------------------------------------
  Total nonperforming loans                                                         $65,595          $23,646
-------------------------------------------------------------------------------------------------------------
Foreclosed assets and surplus property                                               $1,708           $2,454
-------------------------------------------------------------------------------------------------------------
</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
-------------------------------------------------------------------------------------------------------------
(in thousands)                                                       2005              2004             2003
-------------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>              <C>
Contractual interest                                               $3,347            $2,671           $2,789
Interest recognized                                                 2,223             1,615            1,237
-------------------------------------------------------------------------------------------------------------
  Decrease in reported interest income                             $1,124            $1,056           $1,552
-------------------------------------------------------------------------------------------------------------
</TABLE>

         The Bank and a subsidiary own various property interests that were
acquired in routine banking transactions generally before 1933. There was no
ready market for these assets when they were initially acquired, and, as was
general banking practice at the time, they were written down to a nominal value.
The assets include direct and indirect 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
-------------------------------------------------------------------------------------------------------------
(in thousands)                                                       2005              2004             2003
-------------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>              <C>
Revenues                                                           $2,207            $1,271           $1,067
Direct expenses                                                       210               205              205
-------------------------------------------------------------------------------------------------------------
</TABLE>

                                       60
<PAGE>
NOTE 10
BANK PREMISES AND EQUIPMENT
         A summary of bank premises and equipment by asset classification
follows:
<TABLE>
<CAPTION>
                                                                                     December 31
-------------------------------------------------------------------------------------------------------------
(in thousands)                                                                   2005             2004
-------------------------------------------------------------------------------------------------------------
<S>                                                                           <C>              <C>
Land                                                                          $ 38,170         $ 37,839
Buildings and improvements                                                     177,319          186,801
Equipment and furnishings                                                      106,998          112,475
-------------------------------------------------------------------------------------------------------------
                                                                               322,487          337,115
Accumulated depreciation                                                      (170,509)        (180,513)
-------------------------------------------------------------------------------------------------------------
  Total bank premises and equipment                                           $151,978         $156,602
-------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                               Years Ended December 31
-------------------------------------------------------------------------------------------------------------
(in thousands)                                                       2005              2004             2003
-------------------------------------------------------------------------------------------------------------
<S>                                                                <C>               <C>              <C>
Buildings and improvements                                         $6,830            $6,679           $6,609
Equipment and furnishings                                           6,759             6,779            6,633
-------------------------------------------------------------------------------------------------------------
  Total depreciation and amortization expense                     $13,589           $13,458          $13,242
-------------------------------------------------------------------------------------------------------------
</TABLE>

         At December 31, 2005, the Bank was obligated under a number of
noncancelable operating leases, substantially all related to premises. Certain
of these leases have escalation clauses and renewal options. Total rental
expense was $5.1 million in 2005, $4.2 million in 2004 and $4.0 million in
2003.

         As of December 31, 2005, the future minimum rentals under noncancelable
operating leases having an initial lease term in excess of one year were as
follows:

(in thousands)
------------------------------------------------
2006                                    $ 5,875
2007                                      5,246
2008                                      4,636
2009                                      4,218
2010                                      3,407
Later years                              21,453
------------------------------------------------
  Total                                 $44,835
------------------------------------------------

                                       61
<PAGE>
NOTE 11
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. Note 4 presents information on goodwill and other intangible
assets acquired in 2005. There were no dispositions of intangible assets during
2005.

         Goodwill is tested for impairment at least annually. No indication of
goodwill impairment was identified in the annual assessments as of September 30,
2005 and 2004. The balance of goodwill that will not generate future tax
deductions was $195 million at December 31, 2005.

         Identifiable intangible assets with finite lives are amortized over the
periods benefited and are evaluated for impairment similar to other long-lived
assets. The Company's only significant identifiable intangible assets reflect
the value of deposit relationships, all of which have finite lives. Remaining
lives ranged from approximately two to six years at December 31, 2005. The
weighted-average remaining life of identifiable intangible assets was
approximately three years. Unidentifiable intangible assets are being amortized
over a remaining life of approximately two years.

         The carrying value of intangible assets subject to amortization was as
follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
(in thousands)                                 December 31, 2005                    December 31, 2004
----------------------------------------------------------------------------------------------------------------
                                     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            $46,817     $23,510      $23,307      $36,841     $17,312      $19,529
Unidentifiable intangibles             11,321       8,324        2,997       11,321       6,610        4,711
----------------------------------------------------------------------------------------------------------------
  Total                               $58,138     $31,834      $26,304      $48,162     $23,922      $24,240
----------------------------------------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                      Years Ended December 31
----------------------------------------------------------------------------------------------------------------
(in thousands)                                                                   2005         2004         2003
----------------------------------------------------------------------------------------------------------------
<S>                                                                            <C>          <C>          <C>
Deposit relationships and other identifiable intangibles                       $6,548       $3,944       $3,619
Unidentifiable intangibles                                                      1,713        1,713        1,713
----------------------------------------------------------------------------------------------------------------
  Total amortization                                                           $8,261       $5,657       $5,332
----------------------------------------------------------------------------------------------------------------
</TABLE>

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


(in thousands)
------------------------------------
2006                         $8,677
2007                          7,204
2008                          4,516
2009                          3,045
2010                          1,185
------------------------------------

                                       62
<PAGE>
NOTE 12
DEPOSITS
         The composition of deposits was as follows:

<TABLE>
<CAPTION>
                                                                                               December 31
----------------------------------------------------------------------------------------------------------------
(in thousands)                                                                                2005         2004
----------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>          <C>
Noninterest-bearing demand deposits                                                     $3,301,227   $2,111,703
Interest-bearing deposits:
  NOW account deposits                                                                   1,116,000      901,859
  Money market deposits                                                                  1,103,510    1,270,479
  Savings deposits                                                                       1,120,078      709,887
  Other time deposits                                                                      717,938      694,458
  Time deposits $100,000 and over                                                        1,246,083      924,221
----------------------------------------------------------------------------------------------------------------
    Total interest-bearing deposits                                                      5,303,609    4,500,904
----------------------------------------------------------------------------------------------------------------
      Total deposits                                                                    $8,604,836   $6,612,607
----------------------------------------------------------------------------------------------------------------
</TABLE>

         Deposits include funds of public entities, such as states and
municipalities, and certain other deposits that are subject to collateral
requirements. Public funds and other collateralized deposits totaled $384
million and $343 million at December 31, 2005 and 2004, respectively, including
time deposits of $172 million at the end of 2005 and $138 million at the end of
2004.

         Time deposits of $100,000 or more include balances in
treasury-management deposit products for commercial and certain other larger
deposit customers. Balances maintained in such products totaled $504 million and
$283 million at December 31, 2005 and 2004, respectively, and most of these
deposits mature on a daily basis. Scheduled maturities of all time deposits at
December 31, 2005 were as follows:

------------------------------------------------
(in thousands)
------------------------------------------------
2006                                 $1,706,299
2007                                    197,735
2008                                     43,662
2009                                     12,223
2010 and thereafter                       4,102
------------------------------------------------
  Total                              $1,964,021
------------------------------------------------

NOTE 13
SHORT-TERM AND OTHER BORROWINGS
         Short-term and other borrowings consisted of the following:

<TABLE>
<CAPTION>
                                                                                               December 31
----------------------------------------------------------------------------------------------------------------
(in thousands)                                                                                2005         2004
----------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>          <C>
Securities sold under agreements to repurchase                                            $280,390     $309,827
Federal funds purchased                                                                     99,595      161,279
Federal Home Loan Bank advance                                                                   -      100,000
Treasury Investment Program                                                                 36,042       40,000
Other borrowings                                                                            17,323       23,153
----------------------------------------------------------------------------------------------------------------
  Total short-term and other borrowings                                                   $433,350     $634,259
----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       63
<PAGE>
         The Bank borrows funds on a secured basis by selling securities under
agreements to repurchase, mainly in connection with treasury-management services
offered to its deposit customers. Repurchase agreements generally mature daily.
The Bank has the ability to exercise legal authority over the underlying
securities. Mortgage-backed securities issued or guaranteed by U.S. government
agencies and other agency securities with a fair value of $286 million were sold
under repurchase agreements at December 31, 2005.

         Additional information about securities sold under repurchase
agreements follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                         2005         2004         2003
----------------------------------------------------------------------------------------------------------------
At December 31
<S>                                                                        <C>          <C>          <C>
  Interest rate                                                                2.73%         .84%         .50%
  Balance                                                                  $280,390     $309,827     $296,580
----------------------------------------------------------------------------------------------------------------
Average for the year
  Effective interest rate                                                      1.91%         .69%         .47%
  Balance                                                                  $373,501     $338,096     $325,213
----------------------------------------------------------------------------------------------------------------
Maximum month-end outstanding                                              $451,480     $412,839     $362,904
----------------------------------------------------------------------------------------------------------------
</TABLE>

         Federal funds purchased represent unsecured borrowings from other
banks, generally on an overnight basis. Additional information about federal
funds purchased follows:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                         2005         2004         2003
----------------------------------------------------------------------------------------------------------------
At December 31
<S>                                                                         <C>         <C>          <C>
  Interest rate                                                                4.01%        2.17%         .97%
  Balance                                                                   $99,595     $161,279     $257,084
----------------------------------------------------------------------------------------------------------------
Average for the year
  Effective interest rate                                                      3.20%        1.27%        1.00%
  Balance                                                                  $165,813     $160,554      $99,382
----------------------------------------------------------------------------------------------------------------
Maximum month-end outstanding                                              $387,346     $294,878     $257,084
----------------------------------------------------------------------------------------------------------------
</TABLE>

         From time to time, the Bank uses advances from the Federal Home Loan
Bank (FHLB) as an additional source of short-term funds. The Bank borrowed $92
million on average under short-term FHLB advances during 2005 with an effective
interest rate of 3.12%. During 2004, average short-term borrowings from the FHLB
totaled $79 million with an effective rate of 1.40%. The maximum month-end
balance was $150 million in 2005 and $100 million in 2004. There were no
short-term borrowings from the FHLB during 2003. The balance of other borrowings
at December 31, 2004 included $17 million of long-term FHLB advances that were
assumed in a business combination. These borrowings were repaid during 2005. The
FHLB makes advances on a secured basis.

         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 Bank limited its participation to $40 million and has pledged
securities with a comparable value as collateral for borrowings under this
program.

         In connection with the acquisition of Destin in 2005, the Company
assumed Destin's obligations under subordinated debentures payable to
unconsolidated trusts which issued trust preferred securities. The carrying
value of this mix of fixed-rate and variable-rate debentures was $17 million at
December 31, 2005 and was included with other borrowings. The weighted-average
yield was approximately 5.62% at year-end 2005. The debentures have maturities
from 2031 through 2033, but they may be called with prior regulatory approval
beginning at various dates from 2007 through 2011. Subject to certain
adjustments, these debentures currently qualify as capital for the calculation
of Whitney Holding Corporation's regulatory capital ratios (see Note 17).

                                       64
<PAGE>
NOTE 14
OTHER ASSETS AND OTHER LIABILITIES
         The more significant components of other assets and other liabilities
at December 31, 2005 and 2004 were as follows:
<TABLE>
<CAPTION>
Other Assets                                                                                      December 31
----------------------------------------------------------------------------------------------------------------
(in thousands)                                                                                2005         2004
----------------------------------------------------------------------------------------------------------------
<S>                                                                                       <C>           <C>
Net deferred income tax asset                                                             $ 53,065      $31,796
Low-income housing tax credit fund investments                                              17,986       20,578
Insurance claim receivable                                                                  21,895            -
Prepaid pension asset                                                                       15,271        1,865
Cash surrender value of life insurance                                                       9,575        9,768
Prepaid expenses                                                                             4,713        4,872
Miscellaneous investments, receivables and other assets                                     32,039       20,001
----------------------------------------------------------------------------------------------------------------
  Total other assets                                                                      $154,544      $88,880
----------------------------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
Other Liabilities                                                                                 December 31
----------------------------------------------------------------------------------------------------------------
(in thousands)                                                                                2005         2004
----------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>          <C>
Accrued taxes and other expenses                                                           $57,538      $22,959
Dividend payable                                                                            12,159       11,638
Obligation for postretirement benefits other than pensions                                  11,877       10,344
Trade date obligations                                                                           -        4,583
Miscellaneous payables, deferred income and other liabilities                               17,665       16,437
----------------------------------------------------------------------------------------------------------------
  Total other liabilities                                                                  $99,239      $65,961
----------------------------------------------------------------------------------------------------------------
</TABLE>

         See Note 3 for information on the natural disasters that affected
Whitney during 2005, including a discussion of related insurance matters. As
part of its response to the disasters, the federal government allowed
corporations to defer federal income tax payments otherwise due in 2005
until 2006.

NOTE 15
EMPLOYEE BENEFIT PLANS
Retirement Plans
         Whitney has a noncontributory qualified defined benefit pension plan
covering substantially all of its employees, subject to minimum age and
service-related requirements. The benefits are based on an employee's total
years of service and his or her highest consecutive 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. Based on currently available information, the Company does
not anticipate making a contribution during 2006.

                                       65
<PAGE>
         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, 2005 and 2004. The table also shows the funded status of the
plan at each year end and identifies the related amounts recognized and not
recognized in the Company's consolidated balance sheets. Whitney uses a December
31 measurement date for all of its defined benefit retirement plans and other
postretirement benefit plans.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
(in thousands)                                                                   2005              2004
---------------------------------------------------------------------------------------------------------------
Changes in benefit obligation:
<S>                                                                           <C>               <C>
Benefit obligation, beginning of year                                         $124,905          $109,758
Service cost for benefits                                                        6,926             6,511
Interest cost on benefit obligation                                              7,208             6,556
Net actuarial loss                                                               7,891             6,088
Benefits paid                                                                   (4,287)           (4,008)
---------------------------------------------------------------------------------------------------------------
Benefit obligation, end of year                                                142,643           124,905
---------------------------------------------------------------------------------------------------------------
Changes in plan assets:
Plan assets at fair value, beginning of year                                   106,605           102,345
Actual return on plan assets                                                     3,390             8,600
Employer contribution                                                           20,000                -
Benefits paid                                                                   (4,287)           (4,008)
Plan expenses                                                                     (361)             (332)
---------------------------------------------------------------------------------------------------------------
Plan assets at fair value, end of year                                         125,347           106,605
---------------------------------------------------------------------------------------------------------------
Funded status and amounts recognized and unrecognized:
Benefit obligation in excess of plan assets, end of year                       (17,296)          (18,300)
Unrecognized net actuarial losses                                               32,874            20,580
Unrecognized prior service cost resulting
     from plan amendments                                                         (307)             (415)
---------------------------------------------------------------------------------------------------------------
Prepaid pension asset recognized                                              $ 15,271          $  1,865
---------------------------------------------------------------------------------------------------------------
</TABLE>

         The weighted-average assumptions used to determine the benefit
obligation at December 31, 2005 and 2004 follow:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                                 2005              2004
---------------------------------------------------------------------------------------------------------------
<S>                                                                              <C>               <C>
Discount rate                                                                    5.50%             5.75%
Rate of future compensation increases                                            4.00              4.00
---------------------------------------------------------------------------------------------------------------
</TABLE>

         The accumulated benefit obligation was $121 million and $103 million at
December 31, 2005 and 2004, respectively. The calculation of the accumulated
benefit obligation ignores the assumption about future compensation levels.

                                       66
<PAGE>
         The components of net pension expense were as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
(in thousands)                                                   2005             2004              2003
--------------------------------------------------------------------------------------------------------------
<S>                                                            <C>              <C>               <C>
Service cost for benefits during the period                    $6,926           $6,511            $5,311
Interest cost on benefit obligation                             7,208            6,556             6,030
Expected return on plan assets                                 (8,352)          (8,026)           (6,620)
Amortization of:
     Unrecognized net actuarial losses                            920              432               408
     Unrecognized net implementation asset                          -                -              (283)
     Unrecognized prior service cost                             (108)            (108)             (108)
--------------------------------------------------------------------------------------------------------------
 Net pension expense                                           $6,594           $5,365            $4,738
--------------------------------------------------------------------------------------------------------------
</TABLE>

         The Company used the following weighted-average assumptions in
determining the net pension expense for each of the three years in the period
ended December 31, 2005.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                               2005              2004              2003
--------------------------------------------------------------------------------------------------------------
<S>                                                            <C>               <C>               <C>
Discount rate                                                  5.75%             6.00%             6.50%
Rate of future compensation increases                          4.00              4.00              4.00
Expected long-term return on plan assets                       8.00              8.00              8.00
--------------------------------------------------------------------------------------------------------------
</TABLE>

         Benefit payments under the qualified pension plan and the nonqualified
plan discussed below are expected to total $4.8 million in 2006, $5.2 million in
2007, $5.9 million in 2008, $6.6 million in 2009, $7.2 million in 2010, and $47
million for the next five years combined. These estimates were developed based
on the same assumptions used in measuring benefit obligations as of December 31,
2005.

         The following table shows the percentage allocation of plan assets by
investment category at December 31, 2005 and 2004, as well as the most recent
target allocation set by the investment manager and the target allocation ranges
specified in the plan's investment policy.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                             Actual Allocation       Current      Policy
                                                             2005         2004       Target       Range
--------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>         <C>        <C>
Equity securities                                             69%          61%         60%        40-70%
Corporate debt securities                                     17           20
U. S. Treasury and government agency securities               12           16
--------------------------------------------------------------------------------------------------------------
  Total debt securities                                       29           36          40         30-60
Cash investments                                               2            3                      0-20
--------------------------------------------------------------------------------
  Total                                                      100%         100%
--------------------------------------------------------------------------------
</TABLE>

         Whitney determines its assumption regarding the expected long-term
return on plan assets with reference to the plan's investment policy and
practices, including the tolerance for market and credit risk, and historical
returns for benchmark indices specified in the policy. The policy communicates
risk tolerance in terms of diversification criteria and constraints on
investment quality. The plan may not hold debt or equity securities of any
single issuer, except the U.S. Treasury and U.S. government agencies, in excess
of 10% of plan assets. In addition, all purchases for the debt portfolio are
limited to investment grade securities of less than 10 years' maturity. The
policy also calls for diversification of equity holdings across business
segments and states a preference for holdings in companies that demonstrate
consistent growth in earnings and dividends. Limited use of derivatives is
authorized by the policy, but the investment manager has not employed these
instruments.

                                       67
<PAGE>
         The plan held 89,175 shares of Whitney common stock with a value of
$2.5 million (2% of plan assets) at December 31, 2005, and 171,675 shares with a
value of $5.1 million (5% of plan assets) at December 31, 2004.

         Whitney also has an unfunded nonqualified defined benefit pension 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. The actuarial present
value of the nonqualified benefit plan obligation was $8.2 million at December
31, 2005 and $6.5 million at December 31, 2004. The accrued pension liability
recorded at year end for the accumulated benefit obligation was $7.6 million in
2005 and $5.1 million in 2004. The accrued pension liability is reported with
other liabilities in the consolidated balance sheets. The year-end 2005 balance
included a $1.5 million additional minimum liability that was charged to other
comprehensive income. The net pension expense for nonqualified plan benefits was
approximately $1.0 million in 2005, $.8 million in 2004 and $.6 million in 2003.
Benefit obligations and expense for the nonqualified pension plan were
determined using, where applicable, the same assumptions that were employed for
the qualified plan.

         Whitney sponsors an employee savings plan under Section 401(k) of the
Internal Revenue Code that covers substantially all full-time employees. The
Company annually matches the savings of each participant up to 4% 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
was approximately $3.2 million in 2005, $3.0 million in 2004 and $2.8 million in
2003.

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 actuarial present value of the postretirement benefit obligation
was $20.2 million at December 31, 2005 and $15.7 million at December 31, 2004.
Adjusting for unrecognized actuarial gains and losses and unrecognized prior
service cost, the net postretirement benefit liability reported with other
liabilities in the consolidated balance sheets was $11.9 million at year-end
2005 and $10.3 million at the end of 2004. The net periodic postretirement
benefit expense was approximately $2.3 million for 2005, $1.7 million for 2004
and $1.9 million for 2003. 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. None of the individual components of either the
change in the benefit obligation or the net periodic expense was individually
significant for any period reported. Payments to provide benefits are expected
to range from $.9 million to $1.5 million annually over the next five years and
to total $10.3 million for the following five years combined. The federal
subsidy provided for under the Medicare Drug Act of 2003 is not expected to be
significant in any of these periods.

                                       68
<PAGE>
         The discount rates used to determine the present value of the
postretirement benefit obligation and the net periodic expense were the same as
those shown above for the defined benefit pension plan. The Company also assumed
the following trends in health care costs for the actuarial calculation of the
benefit obligation at December 31, 2005 and 2004.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                               Pre-Medicare Age         Post-Medicare Age
                                                                     Cost                      Cost
                                                              2005         2004         2005        2004
--------------------------------------------------------------------------------------------------------------
<S>                                                              <C>         <C>           <C>        <C>
Cost trend rate for next year                                    9%          10%           9%         10%
Ultimate rate to which the cost trend rate gradually
  declines                                                       5            5            5           5
Year in which the ultimate trend rate is reached              2010         2010         2010        2010
--------------------------------------------------------------------------------------------------------------
</TABLE>

         A 1% increase or decrease in the assumed health care cost trend rates
would impact the calculation of the benefit obligation and net periodic expense
as follows:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
(in thousands)                                                                   1% Increase       1% Decrease
---------------------------------------------------------------------------------------------------------------
<S>                                                                                <C>             <C>
Effect on total of service and interest components of expense                      $  493          $  (400)
Effect on postretirement benefit obligation                                         2,809           (2,317)
---------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 16
STOCK-BASED COMPENSATION
         Whitney maintains incentive compensation plans that incorporate
stock-based compensation. The plans for both employees and directors have been
approved by the Company's shareholders. The most recent long-term incentive plan
for key employees was approved in 2004 (the 2004 plan).

         The Compensation and Human Resources Committee of the Board of
Directors administers the employee plans, designates who will participate and
authorizes the awarding of grants. Under the 2004 plan, participants may be
awarded stock options, restricted stock and restricted stock units, and stock
appreciation rights. These are substantially the same as the awards that were
available under prior plans. To date, the Committee has awarded only stock
options and restricted stock.

         The 2004 plan authorizes awards with respect to a maximum of 3,900,000
Whitney common shares, plus any unused authorized shares from the most recent
prior plan. At December 31, 2005, the Committee could make future awards with
respect to 2,454,737 shares.

         The directors' 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 1,687,500 shares. At
December 31, 2005, 1,268,817 shares remain available for future award and
issuance under the directors' plan.

                                       69
<PAGE>
         The stock options are fixed awards. The exercise price for options has
been set at the market price for Whitney's stock on the grant date. All options
are fully exercisable after six months from the grant date and expire after ten
years. Unexercised options can expire earlier if a recipient terminates service
with the Company. The following table summarizes stock option activity under the
employee plans and under the directors' plan for each of the three years in the
period ended December 31, 2005. All options outstanding at the end of each year
were exercisable.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                    Employee                          Director
--------------------------------------------------------------------------------------------------------------
                                                             Weighted-                          Weighted-
                                                              Average                            Average
                                              Number       Exercise Price        Number       Exercise Price
--------------------------------------------------------------------------------------------------------------
<S>                                         <C>                <C>              <C>               <C>
Outstanding at December 31, 2002            2,344,785          $19.41           317,250           $17.67
     Options granted                          616,500           22.45            67,500            21.33
     Options exercised                       (312,291)          17.19           (20,250)           20.67
     Options forfeited                        (59,813)          23.73                -                -
--------------------------------------------------------------------------------------------------------------
Outstanding at December 31, 2003            2,589,181           20.30           364,500            18.19
     Options granted                          664,238           28.86            72,000            29.83
     Options exercised                       (625,109)          19.11           (41,250)           13.95
     Options forfeited                        (11,063)          25.71                -                -
--------------------------------------------------------------------------------------------------------------
Outstanding at December 31, 2004            2,617,247           22.73           395,250            20.75
     Options granted                          438,825           31.59            67,500            32.62
     Options exercised                       (539,966)          21.17           (51,250)           16.83
     Options forfeited                        (19,562)          28.76                -                -
--------------------------------------------------------------------------------------------------------------
Outstanding at December 31, 2005            2,496,544          $24.58           411,500           $23.18
--------------------------------------------------------------------------------------------------------------
</TABLE>

         The following table summarizes certain information about the stock
options outstanding under these plans at December 31, 2005:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
                                                                               Weighted-
                                                               Number of        Average           Weighted-
Range of                                                        Shares          Years to           Average
Exercise Prices                                               under Option     Expiration      Exercise Price
---------------------------------------------------------------------------------------------------------------
<C>                                                             <C>                <C>             <C>
$13.33-$13.56                                                    42,000             .5             $13.49
$15.31-$18.86                                                   687,861            4.0              17.82
$20.52-$24.44                                                   995,337            6.1              22.56
$28.86-$29.83                                                   685,021            8.3              28.96
$31.59-$32.62                                                   497,825            9.3              31.73
---------------------------------------------------------------------------------------------------------------
$13.33-$32.62                                                 2,908,044            6.6             $24.38
---------------------------------------------------------------------------------------------------------------
</TABLE>

                                       70
<PAGE>
         The following schedule summarizes the employee restricted stock grants
and director stock grants awarded under these plans during 2005, 2004 and 2003:

----------------------------------------------------------------
                                   Initial       Market Value
                                   Shares        of Award on
(dollars in thousands)             Awarded        Grant Date
----------------------------------------------------------------
    2005      Employee             231,725          $7,320
              Director              10,125             330
    2004      Employee             245,625           7,089
              Director              10,800             322
    2003      Employee             223,688           5,020
              Director              10,125             216
----------------------------------------------------------------

         Employees forfeit their stock grants if they terminate employment
within three years of the grant date, although certain exceptions in the case of
death, disability or retirement apply to awards made in 2004 and after. During
this period, they cannot transfer or otherwise dispose of the shares received.
In addition, the employee stock grants can be adjusted based on Whitney's
financial performance 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 restrictions and are not
subject to adjustment.

         Total compensation expense for employee stock grants was initially
measured based on the market value of Whitney's stock and the number of shares
awarded on the grant date, as adjusted for expected performance, and has been
recognized ratably over the restriction period. The total compensation expense
was re-measured periodically to reflect changes in the expected performance
adjustment and in the market value of the Company's stock, and any difference
from the previous measurement has been recognized prospectively. Adjustments
were made for forfeitures as they occurred. Whitney recognized compensation
expense for stock grants of $9.7 million in 2005, $9.1 million in 2004, and $6.2
million in 2003.

         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 allowed for in SFAS No. 123, however, the Company
elected to continue to follow APB 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, together with a pro forma presentation of
net income and earnings per share if Whitney had applied the provisions of SFAS
No. 123. A revision to SFAS No. 123 was issued in December 2004 that established
the fair value-based method as the exclusive method of accounting for
stock-based compensation. The provisions of the revised standard, which are
effective beginning in 2006, are also discussed in Note 2.

NOTE 17
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 Tier 1 and total 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, 4% Tier 1 capital and 8% total capital. Regulators may,
however, set higher capital requirements for an individual institution when
particular circumstances warrant.

                                       71
<PAGE>
         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.

         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 leverage, Tier 1 and total capital ratios must
be at least 5%, 6% and 10%, 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, 2005 and 2004, the
Bank was categorized as well-capitalized.

         The actual capital amounts and ratios for the Company and the Bank are
presented in the following tables, together with the corresponding capital
amounts determined using regulatory guidelines:


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                             Actual                          Well-
December 31, 2005                                             Amount      Ratio     Minimum(a) Capitalized(b)
-------------------------------------------------------------------------------------------------------------
Leverage (Tier 1 Capital to Average Assets):
<S>                                                         <C>            <C>      <C>          <C>
      Company                                               $765,881       8.21%    $373,156        (c)
      Bank                                                   687,047       7.38      372,511     $465,639
-------------------------------------------------------------------------------------------------------------
Tier 1 Capital (to Risk-Weighted Assets):
      Company                                                765,881       9.89      309,842        (c)
      Bank                                                   687,047       8.89      309,219      463,828
-------------------------------------------------------------------------------------------------------------
Total Capital (to Risk-Weighted Assets):
      Company                                                856,489      11.06      619,684        (c)
      Bank                                                   777,655      10.06      618,437      773,047
-------------------------------------------------------------------------------------------------------------
December 31, 2004
-------------------------------------------------------------------------------------------------------------
Leverage (Tier 1 Capital to Average Assets):
      Company                                               $767,717       9.56%    $321,275        (c)
      Bank                                                   607,396       7.57      320,799     $400,999
-------------------------------------------------------------------------------------------------------------
Tier 1 Capital (to Risk-Weighted Assets):
      Company                                                767,717      11.76      261,113        (c)
      Bank                                                   607,396       9.32      260,623      390,934
-------------------------------------------------------------------------------------------------------------
Total Capital (to Risk-Weighted Assets):
      Company                                                822,062      12.59      522,226        (c)
      Bank                                                   661,741      10.16      521,246      651,557
-------------------------------------------------------------------------------------------------------------
(a) Minimum capital required for capital adequacy purposes.
(b) Capital required for well-capitalized status under regulatory framework for
    prompt corrective action.
(c) Not applicable.
</TABLE>
                                       72
<PAGE>
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 can distribute to the Company.
During 2006, the Bank will have available an amount equal to approximately $47
million plus its current net income to declare as dividends to the Company
without prior regulatory approval. At December 31, 2005, the Company had
approximately $86 million in cash and demand notes from the Bank available to
provide liquidity for future dividend payments to its shareholders 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 2005 and
2004.

         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 2005 and 2004, the Bank
covered its reserve maintenance requirement with balances of coin and currency.

NOTE 18
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,
wholly or in part, in the consolidated balance sheets. These financial
instruments include commitments to extend credit under loan facilities and
guarantees under standby and other letters of credit. Such instruments expose
the Bank to varying degrees of credit and interest rate risk in much the same
way as funded loans.

         Revolving loan commitments are issued primarily to support commercial
activities. The availability of funds under revolving loan commitments generally
depends on whether the borrower continues to meet credit standards established
in the underlying contract and has not violated other contractual conditions.
Many such commitments are used only partially or, in some cases, not at all
before they expire. Nonrevolving loan commitments are issued mainly to provide
financing for the acquisition and development or construction of real property,
both commercial and residential, although many are not expected to lead to
permanent financing by the Bank. Loan commitments generally have fixed
expiration dates and may require payment of a fee. Credit card and personal
credit lines are generally subject to cancellation if the borrower's credit
quality deteriorates, and many lines remain partly or wholly unused.

         Substantially all of the letters of credit 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' other commercial or
public financing arrangements and to help them demonstrate financial capacity to
vendors of essential goods and services. A substantial majority of standby
letters of credit outstanding at year-end 2005 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. The Bank follows its standard
credit policies in approving loan facilities and financial guarantees and
requires collateral support if warranted. The required collateral could include
cash instruments, marketable securities, accounts receivable, inventory,
property, plant and equipment, and income-producing commercial property.

                                       73
<PAGE>
         A summary of off-balance-sheet financial instruments follows:
<TABLE>
<CAPTION>
                                                                                               December 31
-----------------------------------------------------------------------------------------------------------------
(in thousands)                                                                            2005              2004
-----------------------------------------------------------------------------------------------------------------
<S>                                                                                 <C>               <C>
Loan commitments - revolving                                                        $1,834,415        $1,652,600
Loan commitments - nonrevolving                                                        593,667           415,173
Credit card and personal credit lines                                                  507,733           437,386
Standby and other letters of credit                                                    365,582           355,040
-----------------------------------------------------------------------------------------------------------------
</TABLE>


NOTE 19
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 and other borrowings - Short-term borrowings are valued
fairly at their carrying amounts. Other borrowings are valued by discounting
contractual cash flows at current market rates or with reference to relevant
market prices.
         Off-balance-sheet financial instruments - Off-balance-sheet financial
instruments include commitments to extend credit and guarantees under standby
and other letters of credit. 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.

                                       74
<PAGE>
         The estimated fair values of the Company's financial instruments
follow:

<TABLE>
<CAPTION>
                                                      December 31, 2005              December 31, 2004
-----------------------------------------------------------------------------------------------------------------
                                                   Carrying           Fair        Carrying            Fair
(in thousands)                                      Amount            Value        Amount             Value
-----------------------------------------------------------------------------------------------------------------
ASSETS:
<S>                                               <C>              <C>           <C>              <C>
  Cash and short-term investments                 $1,360,585       $1,360,585    $  236,175       $  236,175
  Investment securities                            1,641,451        1,641,790     1,991,244        1,995,999
  Loans held for sale                                 46,678           47,400         8,796            8,944
  Loans, net                                       6,470,569        6,440,913     5,571,931        5,562,161
LIABILITIES:
  Deposits                                         8,604,836        8,601,425     6,612,607        6,614,409
  Short-term and other borrowings                    433,350          433,305       634,259          633,949
-----------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 20
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.

         See Note 3 for information on natural disasters affecting Whitney in
2005, including comments about contingencies surrounding the resolution of
insurance claims.

NOTE 21
OTHER NONINTEREST INCOME
         The components of other noninterest income were as follows:

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31
-----------------------------------------------------------------------------------------------------------------
(in thousands)                                                           2005              2004             2003
-----------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>               <C>              <C>
ATM fees                                                              $ 4,085           $ 4,497          $ 4,691
Credit-related fees                                                     5,029             3,923            3,740
Investment services income                                              3,655             3,508            4,010
Other fees and charges                                                  3,745             3,125            3,405
Other operating income                                                  4,536             3,880            4,764
Net gains on sales and other revenue from foreclosed assets             2,692             1,378            1,132
Net gains on disposals of surplus property                              1,369               793               23
-----------------------------------------------------------------------------------------------------------------
     Total                                                            $25,111           $21,104          $21,765
-----------------------------------------------------------------------------------------------------------------
</TABLE>

                                       75
<PAGE>
NOTE 22
OTHER NONINTEREST EXPENSE
         The components of other noninterest expense were as follows:

<TABLE>
<CAPTION>
                                                                                Years Ended December 31
-----------------------------------------------------------------------------------------------------------------
(in thousands)                                                           2005              2004             2003
-----------------------------------------------------------------------------------------------------------------
<S>                                                                   <C>               <C>              <C>
Security and other outsourced services                                $10,493           $ 9,045          $ 8,846
Advertising and promotion                                               4,436             5,675            3,679
Operating supplies                                                      3,853             3,727            3,546
Bank card processing services                                           3,036             2,612            2,293
Deposit insurance and regulatory fees                                   2,160             2,015            1,926
Miscellaneous operating losses                                          6,624             3,971            1,645
Other operating expense                                                19,348            17,837           15,778
-----------------------------------------------------------------------------------------------------------------
    Total                                                             $49,950           $44,882          $37,713
-----------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 23
INCOME TAXES
         The components of income tax expense (benefit) follow:

<TABLE>
<CAPTION>
                                                                           Years Ended December 31
------------------------------------------------------------------------------------------------------------------
(in thousands)                                                      2005             2004             2003
------------------------------------------------------------------------------------------------------------------
Included in net income
<S>                                                              <C>              <C>               <C>
  Current
    Federal                                                      $52,538          $45,560           $43,853
    State                                                          2,084            1,037               831
------------------------------------------------------------------------------------------------------------------
      Total current                                               54,622           46,597            44,684
------------------------------------------------------------------------------------------------------------------
  Deferred
    Federal                                                      (11,030)          (3,238)            1,328
    State                                                           (585)            (161)               87
------------------------------------------------------------------------------------------------------------------
      Total deferred                                             (11,615)          (3,399)            1,415
------------------------------------------------------------------------------------------------------------------
      Total included in net income                               $43,007          $43,198           $46,099
------------------------------------------------------------------------------------------------------------------
Included in shareholders' equity
  Deferred tax related to the change in the
    net unrealized loss on securities                            $(9,298)         $(6,139)         $(11,464)
  Deferred tax related to the change in the
    additional minimum pension liability                            (534)              -                 -
  Current tax related to nonqualified stock options
    and restricted stock                                          (2,107)          (2,311)             (751)
------------------------------------------------------------------------------------------------------------------
      Total included in shareholders' equity                    $(11,939)         $(8,450)         $(12,215)
------------------------------------------------------------------------------------------------------------------
</TABLE>
                                       76
<PAGE>
         The effective rate of tax included in net income differed from the
statutory federal income tax rate because of the following factors:

<TABLE>
<CAPTION>
                                                                                   Years Ended December 31
------------------------------------------------------------------------------------------------------------------
(in percentages)                                                         2005             2004              2003
------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>              <C>               <C>
Federal income tax rate                                                 35.00%           35.00%            35.00%
Increase (decrease) resulting from
  Tax exempt income                                                     (2.50)           (2.77)            (2.41)
  Low income housing credits                                            (1.64)           (1.37)             (.94)
  Disaster-relief credit                                                (1.31)              -                 -
  State income tax and miscellaneous items                                .04             (.08)              .22
------------------------------------------------------------------------------------------------------------------
Effective tax rate                                                      29.59%           30.78%            31.87%
------------------------------------------------------------------------------------------------------------------
</TABLE>

         Federal disaster-relief legislation passed in December 2005 provided
for a tax credit to businesses in storm-affected areas based on salaries paid to
dislocated employees through the end of 2005. Application of this provision
reduced Whitney's income tax expense by $1.9 million in 2005.

         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
----------------------------------------------------------------------------------------------------------------
(in thousands)                                                                            2005             2004
----------------------------------------------------------------------------------------------------------------
Deferred tax assets:
<S>                                                                                    <C>              <C>
  Allowance for losses on loans and foreclosed assets                                  $31,414          $18,890
  Employee compensation and benefits                                                    11,307           12,323
  Net unrealized loss on securities available for sale                                  10,894            1,596
  Unrecognized interest income                                                           3,716            3,454
  Net operating loss carryforward                                                            -              512
  Other                                                                                  6,052            5,429
----------------------------------------------------------------------------------------------------------------
  Total deferred tax assets                                                             63,383           42,204
----------------------------------------------------------------------------------------------------------------
Deferred tax liabilities:
  Accumulated depreciation and amortization                                              7,283            7,634
  Other                                                                                  3,035            2,774
----------------------------------------------------------------------------------------------------------------
  Total deferred tax liabilities                                                        10,318           10,408
----------------------------------------------------------------------------------------------------------------
  Net deferred tax asset                                                               $53,065          $31,796
----------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 24
STOCK REPURCHASE PROGRAM
         In October 2004, the Board of Directors authorized the Company to
repurchase up to 2,625,000 shares of its common stock (1,750,000 shares before
adjustment for the three-for-two stock split in May 2005). Whitney repurchased
1,061,817 shares during 2004 and 1,563,183 shares during 2005. The average cost
per share was $29.77.

NOTE 25
STOCK SPLIT
         On April 27, 2005, the Board of Directors authorized a three-for-two
split of the Company's common stock that was paid in the form of a 50% stock
dividend on May 25, 2005 to shareholders of record on May 11, 2005. All share
and per share data in this annual report reflect this split.

                                       77
<PAGE>
NOTE 26
EARNINGS PER SHARE
         The components used to calculate basic and diluted earnings per share
were as follows:

<TABLE>
<CAPTION>
                                                                                 Years Ended December 31
-----------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                            2005             2004              2003
-----------------------------------------------------------------------------------------------------------------
Numerator:
<S>                                                                  <C>               <C>               <C>
  Net income                                                         $102,349          $97,137           $98,542
  Effect of dilutive securities                                             -                -                 -
-----------------------------------------------------------------------------------------------------------------
  Numerator for diluted earnings per share                           $102,349          $97,137           $98,542
-----------------------------------------------------------------------------------------------------------------
Denominator:
  Weighted-average shares outstanding                              62,008,004       61,122,581        59,894,147
  Effect of potentially dilutive securities
     and contingently issuable shares                                 945,289          960,462           700,054
-----------------------------------------------------------------------------------------------------------------
  Denominator for diluted earnings per share                       62,953,293       62,083,043        60,594,201
-----------------------------------------------------------------------------------------------------------------
Earnings per share:
  Basic                                                                 $1.65            $1.59             $1.65
  Diluted                                                                1.63             1.56              1.63
-----------------------------------------------------------------------------------------------------------------
Antidilutive stock options                                            425,259          202,269           520,373
-----------------------------------------------------------------------------------------------------------------
</TABLE>

NOTE 27
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 deposits in the Bank and the demand note receivable from the Bank.

<TABLE>
<CAPTION>
BALANCE SHEETS                                                                                 December 31
-----------------------------------------------------------------------------------------------------------------
(in thousands)                                                                            2005              2004
-----------------------------------------------------------------------------------------------------------------
ASSETS
<S>                                                                                 <C>                 <C>
  Investment in bank subsidiary                                                     $  817,209          $664,444
  Demand note receivable - bank subsidiary                                              84,850           167,563
  Investments in nonbank subsidiaries                                                    3,065             1,498
  Notes receivable - nonbank subsidiaries                                               82,434            81,774
  Other assets                                                                          15,057            15,088
-----------------------------------------------------------------------------------------------------------------
    Total assets                                                                    $1,002,615          $930,367
-----------------------------------------------------------------------------------------------------------------
LIABILITIES
  Subordinated debentures                                                           $   17,212          $     -
  Dividends payable                                                                     12,159            11,638
  Other liabilities                                                                     12,201            13,964
-----------------------------------------------------------------------------------------------------------------
    Total liabilities                                                                   41,572            25,602
SHAREHOLDERS' EQUITY                                                                   961,043           904,765
-----------------------------------------------------------------------------------------------------------------
    Total liabilities and shareholders' equity                                      $1,002,615          $930,367
-----------------------------------------------------------------------------------------------------------------
</TABLE>

         See Note 13 for a discussion of the subordinated debentures assumed in
connection with the acquisition of Destin Bancshares, Inc. in 2005.

                                       78
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF INCOME                                                            Years Ended December 31
-----------------------------------------------------------------------------------------------------------------
(in thousands)                                                           2005             2004              2003
-----------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>               <C>               <C>
Dividend income from bank subsidiary                                 $ 65,000          $77,000           $93,300
Equity in undistributed earnings of subsidiaries
  Bank                                                                 32,510           14,891               574
  Nonbanks                                                                102              124               164
Other income, net of expenses                                           4,737            5,122             4,504
-----------------------------------------------------------------------------------------------------------------
Net income                                                           $102,349          $97,137           $98,542
-----------------------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
STATEMENTS OF CASH FLOWS                                                    Years Ended December 31
-----------------------------------------------------------------------------------------------------------------
(in thousands)                                                      2005             2004              2003
-----------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                             <C>              <C>                <C>
Net income                                                      $102,349         $ 97,137           $98,542
Adjustments to reconcile net income to net cash provided
  by operating activities:
  Equity in undistributed earnings of subsidiaries               (32,612)         (15,015)             (738)
  Other, net                                                       2,080            1,187             1,072
-----------------------------------------------------------------------------------------------------------------
    Net cash provided by operating activities                     71,817           83,309            98,876
-----------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Investments in subsidiaries                                    (55,458)         (22,851)               -
  Loans to nonbank subsidiaries, net of repayments                  (660)            (800)             (580)
  Other, net                                                          -                -                (16)
-----------------------------------------------------------------------------------------------------------------
    Net cash used in investing activities                        (56,118)         (23,651)             (596)
-----------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Cash dividends                                                 (61,150)         (57,061)          (48,248)
  Proceeds from issuance of stock                                 14,185           13,995             7,151
  Purchases of stock                                             (52,924)         (29,681)           (1,528)
  Other, net                                                          -            (1,471)               -
-----------------------------------------------------------------------------------------------------------------
    Net cash used in financing activities                        (99,889)         (74,218)          (42,625)
-----------------------------------------------------------------------------------------------------------------
  Increase (decrease) in cash and cash equivalents               (84,190)         (14,560)           55,655
  Cash and cash equivalents at beginning of year                 169,800          184,360           128,705
-----------------------------------------------------------------------------------------------------------------
  Cash and cash equivalents at end of year                      $ 85,610         $169,800          $184,360
-----------------------------------------------------------------------------------------------------------------
</TABLE>

         The total for investments in subsidiaries includes net cash paid to
acquire Destin Bancshares, Inc. in 2005 and Madison BancShares, Inc. in 2004.
The bank subsidiaries acquired with these holding companies were merged into
Whitney National Bank.

                                       79
<PAGE>
Item 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE

         None.

Item 9A: CONTROLS AND PROCEDURES

         Evaluation of Disclosure Controls and Procedures. The Company's
management, with the participation of the Chief Executive Officer (CEO) and
Chief Financial Officer (CFO), has evaluated the effectiveness of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, as amended) as of the end of the
period covered by this annual report on Form 10-K. Based on that evaluation, the
CEO and CFO have concluded that the disclosure controls and procedures as of the
end of the period covered by this annual report were effective.

         Management's Report on Internal Control over Financial Reporting and
Report of Independent Registered Public Accounting Firm. "Management's Report on
Internal Control over Financial Reporting," which appears in Item 8 on page 42
of this annual report, and "Report of Independent Registered Public Accounting
Firm," which appears in Item 8 on pages 43 and 44 of this annual report are
incorporated here by reference.

         Changes in Internal Control over Financial Reporting. There were no
changes in the Company's internal control over financial reporting during the
last fiscal quarter in the period covered by this annual report that have
materially affected, or are reasonably likely to materially affect, the
Company's internal control over financial reporting.

Item 9B: OTHER INFORMATION

         None.

                                       80
<PAGE>
                                    PART III

Item 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Whitney has adopted a Code of Ethics and Conduct for Senior Financial
Officers and Executive Officers that applies to its chief executive officer,
chief financial officer, controller or principal accounting officer, as well as
such other persons, including officers of its subsidiaries, identified by Board
resolution from time to time as performing similar functions for the Company and
any other persons the Board designates as executive officers. A copy of the code
is available on the Company's website at www.whitneybank.com. Whitney will also
post on its website at the same address any amendments to the code and any
waivers from the code required to be disclosed by the rules of the SEC or the
Nasdaq National Market.

         In further response to this Item 10, registrant incorporates by
reference the section entitled "Executive Officers of the Company" appearing in
Item 1 of this Form 10-K and the following sections of its Proxy Statement for
the 2006 Annual Meeting of Shareholders to be filed with the SEC:

         o   The section entitled "The Board of Directors."
         o   The first paragraph of the subsection entitled "Audit Committee"
             of the section entitled "Board of Directors and Its Committees."
         o   The section entitled "Section 16(a) Beneficial Ownership Reporting
             Compliance."

Item 11: EXECUTIVE COMPENSATION

         In response to this item, registrant incorporates by reference the
following sections of its Proxy Statement for the Annual Meeting of Shareholders
to be to be filed with the SEC:

         o   The section entitled "Executive Compensation."
         o   The first paragraph of the subsection entitled "Compensation of
             Directors" of the section entitled "Board of Directors and Its
             Committees."
         o   The section entitled "Compensation and Human Resources Committee
             Interlocks and Insider Participation."

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" of its Proxy Statement for the 2006
Annual Meeting of Shareholders to be filed with the SEC.

         The following table summarizes certain information regarding the
registrant's equity compensation plans as of December 31, 2005. The underlying
compensation plans, which are more fully described in Note 16 to the
consolidated financial statements included in Item 8, have been previously
approved by a vote of the shareholders.


                                       81
<PAGE>
<TABLE>
<CAPTION>
                                       Equity Compensation Plan Information
---------------------------------- -------------------------- ------------------------- -------------------------
                                              (a)                       (b)                        (c)
---------------------------------- -------------------------- ------------------------- -------------------------
Plan category                                                                             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
                                      warrants and rights       warrants and rights           column (a))
---------------------------------- -------------------------- ------------------------- -------------------------
<S>                                        <C>                         <C>                     <C>
Equity compensation plans
     approved by shareholders              2,991,560 (1)               $24.38 (2)              3,723,554 (3)
Equity compensation plans
     not approved by shareholders             ---                        ---                       ---
---------------------------------- -------------------------- ------------------------- -------------------------
      Total                                2,991,560                   $24.38                  3,723,554
---------------------------------- -------------------------- ------------------------- -------------------------

 (1)     The total includes an aggregate of 2,496,544 shares that can be issued
         on the exercise of options held by employees. 1,047,846 shares are
         subject to options granted under the 2004 Long-Term Incentive Plan
         (2004 LTIP), 1,435,948 shares are subject to options granted under the
         1997 Long-Term Incentive Plan (1997 LTIP), and 12,750 shares are
         subject to options granted under the Long-Term Incentive Program. The
         total also includes an aggregate of 411,500 shares that can be issued
         on the exercise of options held by nonemployee directors of the
         Company. These options were granted under the Directors' Compensation
         Plan, as amended and restated.

         Also included in the total are 83,516 common stock equivalent units
         held in deferred compensation accounts maintained for certain of the
         Company's directors, which must eventually be distributed as common
         shares of the Company. As allowed under the Directors' Compensation
         Plan, certain nonemployee directors have deferred receipt of annual
         stock awards and fees, and the value of these deferrals has been
         credited to a bookkeeping account maintained for each director. The
         value of an account is indexed to the performance of one or more
         investment options specified in the plans. One of the investment
         options is equivalent units of the Company's common stock. This option
         is mandatory for deferred stock awards and was extended by the
         Directors' Compensation Plan to deferred compensation account balances
         maintained under a prior deferred compensation plan. The number of
         common stock equivalent units allocated to a director's account for
         each deferral is based on the fair market value of the Company's common
         stock on the deferral date. The common stock equivalent units are
         deemed to earn any dividends declared on the Company's common stock,
         and additional units are allocated on the dividend payment date based
         on the stock's fair market value.

(2)      Represents the weighted-average exercise price of options granted under
         the 2004 LTIP, the 1997 LTIP, the Long-Term Incentive Program, and the
         Directors' Compensation Plan. It does not include the per share price
         of common stock equivalent units held in deferred compensation accounts
         for the benefit of nonemployee directors. These units are allocated to
         accounts based on the fair market value of the Company's common stock
         on the date of each account transaction.

(3)      Under the 2004 LTIP, the Company is authorized to make awards with
         respect to a maximum of 3,900,000 of its common shares, plus any
         authorized but unused shares from the 1997 LTIP. The 2004 LTIP provides
         for the award of options, stock appreciation rights, restricted stock
         and restricted stock units that represent common shares. Of the total
         shares authorized, the Company can award a maximum of 1,950,000 shares
         in the form of restricted stock or restricted stock units. At December
         31, 2005, the Company could make future awards under the 2004 LTIP with
         respect to 2,454,737 shares of its common stock.

         Under the Directors' Compensation Plan, the Company is authorized to
         make awards of stock options or common stock and allocations of common
         stock equivalent units with respect to the lesser of either 1,687,500
         common shares or 3% of its issued and outstanding common shares, as
         determined from time to time. At December 31, 2005, the Company could
         make future awards or allocations of common stock equivalent units
         under the plan with respect to 1,268,817 shares of its common stock.

</TABLE>
                                       82
<PAGE>
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 for the 2006
Annual Meeting of Shareholders to be filed with the SEC.

Item 14: PRINCIPAL ACCOUNTING FEES AND SERVICES

         In response to this item, registrant incorporates by reference the
section entitled "Auditors" of its Proxy Statement for the 2006 Annual Meeting
of Shareholders to be filed with the SEC.

                                       83
<PAGE>
                                     PART IV

Item 15: EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

         (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                     41

               Report of Independent Registered Public Accounting Firm        43

               Consolidated Balance Sheets --
                 December 31, 2005 and 2004                                   45

               Consolidated Statements of Income --
                 Years Ended December 31, 2005, 2004 and 2003                 46

               Consolidated Statements of Changes in Shareholders' Equity --
                 Years Ended December 31, 2005, 2004 and 2003                 47

               Consolidated Statements of Cash Flows --
                 Years Ended December 31, 2005, 2004 and 2003                 48

               Notes to Consolidated Financial Statements                     49

         (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.

         (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, ext. 3627
               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 annual report on Form 10-K for the year ended
               December 31, 2003 (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).

                                       84
<PAGE>
               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 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 10.4 *- 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 10.5 *- Executive agreement between Whitney Holding
               Corporation, Whitney National Bank and Rodney D. Chard (filed as
               Exhibit 10.17 to the Company's quarterly report on Form 10-Q for
               the quarter ended September 30, 1996 (Commission file number
               0-1026) and incorporated by reference).

               Exhibit 10.6 *- Form of amendment to the executive agreements
               filed as Exhibits 10.1 through 10.4 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 10.7 *- Form of amendment to the executive agreements
               filed as Exhibits 10.1 through 10.5 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 10.8 *- 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 10.9 *- Executive agreement between Whitney Holding
               Corporation, Whitney National Bank and Joseph S. Exnicios (filed
               as Exhibit 10.1 to the Company's quarterly report on Form 10-Q
               for the quarter ended March 31, 2004 (Commission file number
               0-1026) and incorporated by reference).

               Exhibit 10.10 *- Form of executive agreement between Whitney
               Holding Corporation, Whitney National Bank and each of Kevin P.
               Reed and Lewis P. Rogers (filed as Exhibit 10.1 to the Company's
               quarterly report on Form 10-Q for the quarter ended June 30, 2004
               (Commission file number 0-1026) and incorporated by reference).

               Exhibit 10.11 *- Executive agreement between Whitney Holding
               Corporation, Whitney National Bank and John M. Turner (filed on
               February 28, 2005 as Exhibit 99.1 to the Company's current report
               on Form 8-K (Commission file number 0-1026) and incorporated by
               reference).

               Exhibit 10.12 *- Executive compensation plan (filed as Exhibit
               10.8 to the Company's annual report on Form 10-K for the year
               ended December 31, 1991 (Commission file number 0-1026) and
               incorporated by reference).

               Exhibit 10.13 *- Whitney Holding Corporation 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 10.14 *- Whitney Holding Corporation 1997 Long-Term
               Incentive Plan (filed as Exhibit A to the Company's Proxy
               Statement dated March 18, 1997 (Commission file number 0-1026)
               and incorporated by reference).

                                       85

<PAGE>
               Exhibit 10.15 *- Whitney Holding Corporation 2004 Long-Term
               Incentive Plan (filed as Exhibit B to the Company's Proxy
               Statement for the Annual Meeting of Shareholders dated March 19,
               2004 (Commission file number 0-1026) and incorporated by
               reference).

               Exhibit 10.16 *- 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 10.17 *- Form of notice and acceptance of restricted
               stock award to certain of the Company's officers under the
               Company's 2004 Long-Term Incentive Plan (filed as Exhibit 10.2 to
               the Company's quarterly report on Form 10-Q for the quarter ended
               September 30, 2004 (Commission file number 0-1026) and
               incorporated by reference).

               Exhibit 10.18 *- Form of notice and acceptance of award of
               performance-based restricted stock to certain of the Company's
               non-director executive officers under the Company's 2004
               Long-Term Incentive Plan (filed on June 17, 2005 as Exhibit 99.1
               to the Company's current report on Form 8-K (Commission file
               number 0-1026) and incorporated by reference).

               Exhibit 10.19 *- Form of notice and acceptance of award of
               performance-based restricted stock to certain of the Company's
               director executive officers under the Company's 2004 Long-Term
               Incentive Plan (filed on June 17, 2005 as Exhibit 99.2 to the
               Company's current report on Form 8-K (Commission file number
               0-1026) and incorporated by reference).

               Exhibit 10.20 *- 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 10.21 *- Form of 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 10.22 *- Form of 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 10.23 *- Form of notice and acceptance of stock option
               grant to certain of the Company's officers under the Company's
               2004 Long-Term Incentive Plan (filed as Exhibit 10.1 to the
               Company's quarterly report of Form 10-Q for the quarter ended
               September 30, 2004 (Commission file number 0-1026) and
               incorporated by reference).

               Exhibit 10.24 *- Form of notice and acceptance of stock option
               grant to certain of the Company's officers under the Company's
               2004 Long-Term Incentive Plan (filed on June 17, 2005 as Exhibit
               99.3 to the Company's current report of Form 8-K (Commission file
               number 0-1026) and incorporated by reference).

               Exhibit 10.25 *- 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 10.26 *- 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).

                                       86
<PAGE>
               Exhibit 10.27 *- 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 10.28 *- Amendment to the Whitney Holding Corporation
               2001 Directors' Compensation Plan effective July 27, 2005 (filed
               as Exhibit 10 to the Company's quarterly report on Form 10-Q for
               the quarter ended June 30, 2005 (Commission file number 0-1026)
               and incorporated by reference).

               Exhibit 10.29 *- 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 10.30 *- Summary of executive officer compensation (filed
               on June 17, 2005 in Item 1.01 of the Company's current report on
               Form 8-K (Commission file number 0-1026) and incorporated by
               reference).

               Exhibit 10.31 *- Summary of nonemployee director compensation
               (filed on June 23, 2005 in Item 1.01 of the Company's current
               report on Form 8-K (Commission file number 0-1026) and
               incorporated by reference).

               Exhibit 10.32 *- Summary of performance measurements to be used
               under the Company's Executive Compensation Plan to determine
               bonus awards to executive officers for fiscal year 2006 (filed on
               December 2, 2005 in Item 1.01 of the Company's current report on
               Form 8-K (Commission file number 0-1026) and incorporated by
               reference).

               Exhibit 21 - Subsidiaries

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

               Exhibit 23 - Consent of PricewaterhouseCoopers LLP dated March
               16, 2006.

               Exhibit 31.1 - Certification of the Company's Chief Executive
               Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted
               pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

               Exhibit 31.2 - Certification of the Company's Chief Financial
               Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted
               pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

               Exhibit 32 - Certification by the Company's Chief Executive
               Officer and Chief Financial Officer pursuant to 18 U.S.C Section
               1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
               Act of 2002.

         * Management contract or compensatory plan or arrangement.

                                       87
<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 16, 2006
                                              -------------------------------
                                                         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 16, 2006
------------------------------   Chief Executive Officer          --------------
    William L. Marks             and Director


/s/ R. King Milling              President and Director           March 16, 2006
------------------------------                                    --------------
    R. King Milling


/s/ Thomas L. Callicutt, Jr.     Executive Vice President and     March 16, 2006
------------------------------   Chief Financial Officer          --------------
    Thomas L. Callicutt, Jr.     (Principal Accounting Officer)


/s/ Joel B. Bullard, Jr.         Director                         March 16, 2006
------------------------------                                    --------------
    Joel B. Bullard, Jr.


                                 Director
------------------------------                                    --------------
    James M. Cain


/s/ Angus R. Cooper II           Director                         March 16, 2006
------------------------------                                    --------------
    Angus R. Cooper II


/s/ Richard B. Crowell           Director                         March 16, 2006
------------------------------                                    --------------
    Richard B. Crowell


                                       88
<PAGE>
Signature                        Title                            Date
--------------------------------------------------------------------------------


/s/ William A. Hines             Director                         March 16, 2006
------------------------------                                    --------------
    William A. Hines


/s/ E. James Kock, Jr.           Director                         March 16, 2006
------------------------------                                    --------------
    E. James Kock, Jr.


/s/ Alfred S. Lippman            Director                         March 16, 2006
------------------------------                                    --------------
    Alfred S. Lippman


                                 Director
------------------------------                                    --------------
    Michael L. Lomax


/s/ Eric J. Nickelsen            Director                         March 16, 2006
------------------------------                                    --------------
    Eric J. Nickelsen


/s/ John G. Phillips             Director                         March 16, 2006
------------------------------                                    --------------
    John G. Phillips


/s/ Carroll W. Suggs             Director                         March 16, 2006
------------------------------                                    --------------
    Carroll W. Suggs


/s/ Kathryn M. Sullivan          Director                         March 16, 2006
------------------------------                                    --------------
    Kathryn M. Sullivan


/s/ Dean E. Taylor               Director                         March 16, 2006
------------------------------                                    --------------
    Dean E. Taylor


/s/ Thomas D. Westfeldt          Director                         March 16, 2006
------------------------------                                    --------------
    Thomas D. Westfeldt

                                       89
<PAGE>
Exhibit 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            --------------------------------------------------------

         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,
No. 333-75676 and No. 333-112501), on Form S-4 (No. 333-130690, as amended) and
on Forms S-8 (No. 333-56024, as amended, No. 333-68506, No. 333-30257, No.
333-87050, No. 333-91358 and No. 333-116184) of Whitney Holding Corporation of
our report dated March 15, 2006 relating to the financial statements,
management's assessment of the effectiveness of internal accounting control over
financial reporting and the effectiveness of internal control over financial
reporting, which appears in this Form 10-K.


/s/ PricewaterhouseCoopers LLP

New Orleans, Louisiana
March 16, 2006


                                       90
<PAGE>
Exhibit 31.1

                                  CERTIFICATION
                                  -------------

         I, William L. Marks, certify that:

         1.  I have reviewed this annual report on Form 10-K for the year ended
             December 31, 2005 of Whitney Holding Corporation;

         2.  Based on my knowledge, this 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 report;

         3.  Based on my knowledge, the financial statements, and other
             financial information included in this 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 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-15(e) and 15d-15(e)) and internal
             control over financial reporting (as defined in Exchange Act Rules
             13a-15(f) and 15d-15(f))for the registrant and have:
             (a)  designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, 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 report is being prepared;
             (b)  designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;
             (c)  evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and
             (d)  disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

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


         Date:    March 16, 2006
                  -------------------

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

                                       91
<PAGE>
Exhibit 31.2

                                  CERTIFICATION
                                  -------------

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

         1.  I have reviewed this annual report on Form 10-K for the year ended
             December 31, 2005 of Whitney Holding Corporation;

         2.  Based on my knowledge, this 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 report;

         3.  Based on my knowledge, the financial statements, and other
             financial information included in this 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 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-15(e) and 15d-15(e)) and internal
             control over financial reporting (as defined in Exchange Act Rules
             13a-15(f) and 15d-15(f))for the registrant and have:
             (a)  designed such disclosure controls and procedures, or caused
                  such disclosure controls and procedures to be designed under
                  our supervision, 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 report is being prepared;
             (b)  designed such internal control over financial reporting, or
                  caused such internal control over financial reporting to be
                  designed under our supervision, to provide reasonable
                  assurance regarding the reliability of financial reporting and
                  the preparation of financial statements for external purposes
                  in accordance with generally accepted accounting principles;
             (c)  evaluated the effectiveness of the registrant's disclosure
                  controls and procedures and presented in this report our
                  conclusions about the effectiveness of the disclosure controls
                  and procedures, as of the end of the period covered by this
                  report based on such evaluation; and
             (d)  disclosed in this report any change in the registrant's
                  internal control over financial reporting that occurred during
                  the registrant's most recent fiscal quarter (the registrant's
                  fourth fiscal quarter in the case of an annual report) that
                  has materially affected, or is reasonably likely to materially
                  affect, the registrant's internal control over financial
                  reporting; and

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


         Date:    March 16, 2006
                  -------------------

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

                                       92
<PAGE>
Exhibit 32

                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 on the dates indicated below, hereby certify
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, based on their
knowledge, that

         (1) the Company's Annual Report on Form 10-K for the period ended
             December 31, 2005 (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 16, 2006             By:/s/William L. Marks
      ---------------------         --------------------------------------------
                                       William L. Marks
                                       Chief Executive Officer

Dated:   March 16, 2006             By:/s/Thomas L. Callicutt, Jr.
      ---------------------         --------------------------------------------
                                       Thomas L. Callicutt, Jr.
                                       Chief Financial Officer


                                       93