================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

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

                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000        Commission file number 0-1026

                           WHITNEY HOLDING CORPORATION
             (Exact name of registrant as specified in its charter)

       Louisiana                                      72-6017893
(State of incorporation)                 (I.R.S. Employer Identification No. )

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

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

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


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

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

                           Common Stock, no par value
                                (Title of Class)

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

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

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

As of March 1, 2001,  the  aggregate  market  value of the voting  stock held by
non-affiliates was approximately $939,847,000.

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

            Class                                   Outstanding at March 1, 2001
            -----                                   ----------------------------
  Common Stock, no par value                                 26,248,248

  Documents Incorporated by Reference         Part of 10-K in which incorporated
  -----------------------------------         ----------------------------------
Proxy Statement for 2001 annual meeting                    Part III


<PAGE>
<TABLE>
<CAPTION>
                           WHITNEY HOLDING CORPORATION

TABLE OF CONTENTS
                                                                                                             Page
-----------------------------------------------------------------------------------------------------------------

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


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

PART II
     Item 5:      Market for the Registrant's Common Stock and Related Stockholder Matters                      6
     Item 6:      Selected Financial Data                                                                       7
     Item 7:      Management's Discussion and Analysis of Financial Condition and Results of Operations         8
     Item 7a:     Quantitative and Qualitative Disclosure about Market Risk                                    28
     Item 8:      Financial Statements and Supplementary Data                                                  29
     Item 9:      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure         59


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

PART III
     Item 10:     Directors and Executive Officers of the Registrant                                           59
     Item 11:     Executive Compensation                                                                       62
     Item 12:     Security Ownership of Certain Beneficial Owners and Management                               62
     Item 13:     Certain Relationships and Related Transactions                                               62


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

PART IV
     Item 14:     Exhibits, Financial Statement Schedules and Reports on Form 8-K                              62

     Signatures                                                                                                65

</TABLE>
                               Page 2 of 72 Pages
<PAGE>
                                     PART I

Item 1:  BUSINESS

ORGANIZATION AND RECENT DEVELOPMENTS

          Whitney Holding  Corporation (the Company) is a Louisiana bank holding
company registered  pursuant to the Bank Holding Company Act of 1956 (BHCA). The
Company began  operations in 1962 as the parent of Whitney  National Bank, which
has been in  continuous  operation  in the greater New Orleans  area since 1883.
Beginning  in 1995 and  continuing  through  1997,  the  Company  operated  as a
multi-bank holding company,  having established Whitney Bank of Alabama in 1995,
Whitney  National  Bank  of  Florida  in  1996  and  Whitney  National  Bank  of
Mississippi in 1997 in connection with business  acquisitions.  In early January
1998, the Company took advantage of changes in interstate  banking laws to merge
all of its then existing banking operations into Whitney National Bank.

          In 1998 and again in 2000, the Company made additional acquisitions of
banking operations,  including its entry into the Houston, Texas market with the
purchase of Bank of Houston in February  2000.  As of December 31, 2000,  all of
these  operations had been merged into Whitney National Bank, with the exception
of  First  National  Bank  of  Gonzales,  which  was  acquired  late  in 2000 in
connection  with the purchase of First  Ascension  Bancorp,  Inc. First National
Bank of  Gonzales,  located in  Ascension  Parish,  Louisiana,  was merged  into
Whitney  National Bank upon  completion  of a systems  conversion on February 9,
2001.  Throughout  this annual  report,  references to the "Bank" will cover all
former  subsidiary  banks as well as the two active  subsidiaries as of December
31, 2000.

          In January 2001, the Company  completed a share exchange with American
Bank  and  a  merger  with  Prattville  Financial  Services  Corporation,  whose
principal  subsidiary  is Bank of  Prattville.  American  Bank  operated  in the
Houston, Texas area, and Bank of Prattville operates in the metropolitan area of
Montgomery, Alabama. The Company merged American Bank into Whitney National Bank
on March 9, 2001 and expects to merge Bank of Prattville  into Whitney  National
Bank during the first half of 2001 upon completion of a systems conversion.

          The Company also owns Whitney Community Development Corporation, which
is authorized to make equity and debt  investments in  corporations  or projects
whose  activities  promote  community  welfare.  Such  activities  could include
providing  housing,  services  or jobs for  residents  of  low-income  areas and
supporting small businesses that service  low-income areas. In the third quarter
of 1999, the Bank formed Whitney  Securities,  L.L.C., a wholly owned subsidiary
that began operations as a broker-dealer in securities on March 1, 2000.

NATURE OF BUSINESS AND MARKETS

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

THE SUBSIDIARY BANK

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

COMPETITION

          There  is  significant   competition  within  the  financial  services
industry in general as well as with respect to the particular financial services
provided by the Bank.  Within its market,  the Bank competes directly with major
banking

                               Page 3 of 72 Pages
<PAGE>
institutions of comparable or larger size and resources, as well as with various
other  smaller  banking  organizations.  The Bank  also has  numerous  local and
national  "non-bank"  competitors,  including savings and loans,  credit unions,
mortgage  companies,  personal  and  commercial  finance  companies,  investment
brokerage and financial advisory firms, and registered investment companies.

          Recent  legislative   efforts  to  modernize  the  financial  services
industry, as discussed in the following section on industry regulation, may lead
to changes in the organizational  structure of and scope of services provided by
certain of the Company's  competitors.  As these changes occur,  management will
evaluate  whether they create  competitive  advantages  and develop  appropriate
responses.

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

          During 2000, the Company opened a website to provide information about
the Company  and market the Bank's  products  and  services.  The  Company  also
introduced  certain  online  banking  services  and plans to add new features in
2001. As management continues to monitor and evaluate the competitive challenges
posed by the growing use of the Internet,  it will develop responses appropriate
in light of its overall market strategy.

          Over the last decade, there has been significant  consolidation within
the financial  services  industry,  particularly with respect to the banking and
savings and loan segments of this  industry.  Most recently,  consolidation  has
been driven by general  competitive  pressures.  All of the Bank's  major direct
banking   competitors   have  been  relatively   active  in  expansion   through
acquisition.  Since  January 1994 the Company has  acquired 15 separate  banking
operations  involving  approximately  $2.3  billion  of  assets,  including  the
American Bank and Bank of Prattville  transactions  in early 2001.  Although the
Company will continue to evaluate  acquisition  opportunities  across its market
area, it is focusing on  opportunities  in the Houston,  Texas  market.  This is
consistent with the Company's stated goal of growing its Houston area operations
to at least $1 billion in assets  over the next  several  years from the current
level of under $500 million.  The overall trend toward  industry  consolidation,
while slowing, is expected to continue in the near term.

INDUSTRY REGULATION AND INFLUENCE OF GOVERMENTAL AGENCIES

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

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

          The Company is subject to regulation under the BHCA and to supervision
by the Board of  Governors of the Federal  Reserve  System  (FRB).  Bank holding
companies must seek the FRB's approval for all bank  acquisitions and must limit
their activities to those permitted under the BHCA,  including the modifications
to the BHCA brought about by the enactment of the  Gramm-Leach-Bliley  Act (GLB)
of 1999.  GLB  attempts  in many ways to  modernize  the  framework  of the U.S.
financial services industry. Among other provisions,  it allows for the creation
of a financial  holding company that is authorized to engage in underwriting and
selling  insurance  and  securities,  to conduct  both  commercial  and merchant
banking,   to  invest  in  and  develop  real  estate  and  other  complementary
activities.  The Company currently has no plans to apply for a financial holding
company charter.

          The  Office of the  Comptroller  of the  Currency  (OCC) is the Bank's
primary regulator and provides ongoing supervision through regular  examinations
and other means.  Prior to their mergers with Whitney  National  Bank,  American
Bank and Bank of  Prattville  will  continue to be regulated  and  supervised by
their respective state banking departments and by the FDIC.

          Bank  supervision  focuses  on  evaluating   management's  ability  to
identify,  assess and control risk in all areas of bank operations in a safe and
sound manner.  Regulators have a wide range of enforcement  actions available to
deal with

                               Page 4 of 72 Pages
<PAGE>
institutions  with  unacceptable  levels of risk.  These  actions  could  have a
material impact on a bank's financial results and could impose additional limits
on a bank's ability to pay dividends to its holding company. Regulators are also
charged with  monitoring  compliance  with other laws and  regulations,  such as
those  designed to  encourage  banks to meet the needs of all  segments of their
service areas.  Regulatory  agencies consider  compliance ratings when deciding,
for  example,  whether  to  approve an  acquisition  by the bank or its  holding
company.

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

EMPLOYEES

          At the end of 2000, the Company and the Bank employed a total of 2,280
employees.  The Company and its  subsidiaries  provide a variety of  competitive
benefit programs  including  retirement  plans and group health,  life and other
insurance programs. The Company also maintains training and educational programs
designed to prepare employees for positions of increasing responsibility.

Item 2:  PROPERTIES

          The  Company  owns  no real  estate  in its own  name.  The  Company's
executive offices are located in downtown New Orleans in Whitney National Bank's
main  office,  which the bank owns.  A portion of these  facilities,  as well as
portions of certain other facilities in Louisiana and Mississippi, are available
for lease to third parties,  although such  incidental  leasing  activity is not
material  to  the  Company's   overall   operations.   The  Bank  owns  outright
approximately  75% of its 120 active banking  facilities.  The remaining  branch
facilities  are  subject to leases,  each of which  management  considers  to be
reasonable and appropriate to its location. American Bank and Bank of Prattville
operate 8 additional  facilities,  half of which are owned.  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.  As a result of this process,  the
Bank closed five transactions involving its facilities during 2000. The net gain
recognized on disposals of surplus banking property is shown in Table 14 in Item
7.

          The Bank holds a variety of property  interests  acquired  through the
years in  settlement  of  loans.  Reference  is made to Note 7 to the  financial
statements  included in Item 8 for further  information  regarding such property
interests as of December 31, 2000.

Item 3:  LEGAL PROCEEDINGS

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

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

         None.

Item 4a: EXECUTIVE OFFICERS OF THE REGISTRANT

         Incorporated by reference to Item 10 of this Form 10-K, page 59.

                               Page 5 of 72 Pages
<PAGE>
                                     PART II

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

         a) The  Company's  stock is traded over-the-counter on The Nasdaq Stock
            Market  and  is  reported  under  the  symbol  WTNY.  The Summary of
            Quarterly  Financial  Information  appearing  in Item 8 of this Form
            10-K and located on page 58 shows the range of closing prices of the
            Company's  stock  for  each  calendar  quarter  of  2000 and 1999 as
            reported  on  The  Nasdaq  Stock  Market,  and  is  incorporated  by
            reference herein.

         b) The  approximate number of shareholders of record of the Company, as
            of March 1, 2001, was as follows:

                  Title of Class                     Shareholders of Record
            --------------------------               ----------------------
            Common Stock, no par value                       6,035

         c) Dividends  declared  by  the Company are discussed in the Summary of
            Quarterly  Financial  Information  appearing  in Item 8 of this Form
            10-K  and  located  on  page  58, which is incorporated by reference
            herein.

                               Page 6 of 72 Pages
<PAGE>
<TABLE>
<CAPTION>
Item 6:  SELECTED FINANCIAL DATA
                  WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                                                                              Years Ended December 31
-------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                    2000         1999         1998         1997        1996
-------------------------------------------------------------------------------------------------------------------------
YEAR-END BALANCE SHEET DATA
<S>                                                        <C>          <C>          <C>          <C>         <C>
  Total assets                                             $6,242,076   $5,454,388   $5,211,919   $4,787,447  $4,675,250
  Earning assets                                            5,693,731    4,983,601    4,762,169    4,359,432   4,233,584
  Loans                                                     4,301,282    3,673,047    3,270,581    2,864,664   2,484,495
  Investment in securities                                  1,381,685    1,291,863    1,340,078    1,470,967   1,668,000
  Deposits                                                  4,960,177    4,309,398    4,256,662    3,935,871   3,672,438
  Shareholders' equity                                        622,960      557,103      560,961      525,136     482,992
-------------------------------------------------------------------------------------------------------------------------
AVERAGE BALANCE SHEET DATA
  Total assets                                             $5,849,378   $5,243,473   $4,857,088   $4,630,995  $4,438,672
  Earning assets                                            5,367,416    4,793,793    4,429,631    4,229,210   4,043,543
  Loans                                                     3,957,640    3,377,691    2,972,664    2,609,275   2,174,400
  Investment in securities                                  1,390,699    1,363,456    1,301,163    1,569,143   1,798,811
  Deposits                                                  4,555,854    4,206,688    3,930,221    3,679,832   3,569,118
  Shareholders' equity                                        581,615      560,261      548,806      503,325     465,347
-------------------------------------------------------------------------------------------------------------------------
INCOME STATEMENT DATA
  Interest income                                            $417,687     $349,813     $336,113     $323,571    $301,586
  Interest expense                                            170,574      124,065      122,981      122,245     117,368
  Net interest income                                         247,113      225,748      213,132      201,326     184,218
  Net interest income (TE)                                    252,755      231,485      217,858      206,220     189,075
  Provision for possible loan losses                           10,000        6,000           73       (2,120)     (3,626)
  Non-interest income (excluding securities transactions)      71,625       66,579       58,438       52,827      43,570
  Securities transactions                                           -            -          839           12           2
  Non-interest expense (excluding merger-related)             207,801      194,079      188,350      166,848     156,469
  Merger-related expenses                                       1,102            -        6,149        3,397       4,226
  Net income                                                   67,028       62,420       52,679       57,178      47,811
  Net income, before tax-effected merger-related expenses      67,744       62,420       57,237       59,705      51,230
-------------------------------------------------------------------------------------------------------------------------
KEY RATIOS
  Return on average assets                                       1.15%        1.19%        1.08%        1.23%       1.08%
  Return on average assets before
       tax-effected merger-related expenses                      1.16         1.19         1.18         1.29        1.15
  Return on average shareholders' equity                        11.52        11.14         9.60        11.36       10.27
  Return on average shareholders' equity before
       tax-effected merger-related expenses                     11.65        11.14        10.43        11.86       11.01
  Net interest margin                                            4.71         4.83         4.92         4.88        4.68
  Average loans to average deposits                             86.87        80.29        75.64        70.91       60.92
  Efficiency ratio, before merger-related expenses              64.06        65.11        68.17        64.41       67.26
  Reserve for possible loan losses to loans                      1.30         1.21         1.23         1.55        1.77
  Non-performing assets to loans plus foreclosed and
       surplus property                                           .58          .46          .49          .51         .69
  Average shareholders' equity to average assets                 9.94        10.68        11.30        10.87       10.48
  Shareholders' equity to total assets                           9.98        10.21        10.76        10.97       10.33
  Leverage ratio                                                 8.85         9.99        10.39        10.83       10.60
  Tier 1 capital ratio                                          11.29        12.75        13.81        15.27       15.39
  Total capital ratio                                           12.47        13.83        14.87        16.49       16.64
-------------------------------------------------------------------------------------------------------------------------
COMMON SHARE DATA
  Earnings Per Share
      Basic                                                     $2.94        $2.71        $2.26        $2.48       $2.10
      Basic, before tax-effected merger-related expenses         2.97         2.71         2.46         2.59        2.25
      Diluted                                                    2.94         2.70         2.24         2.46        2.09
      Diluted, before tax-effected merger-related expenses       2.97         2.70         2.44         2.57        2.24
  Dividends
      Cash dividends per share                                  $1.44        $1.32        $1.20        $1.12        $.97
      Dividend payout ratio                                     49.04%       48.50%       52.57%       42.63%      40.54%
  Book Value Per Share
      Book value                                               $26.68       $24.68       $23.98       $22.72      $21.14
      Tangible book value                                       22.95        23.20        22.39        21.89       20.20
  Trading Data
      High stock price                                         $41.69       $41.75       $63.38       $59.75      $35.88
      Low stock price                                           31.50        32.19        35.75        34.75       29.50
      Closing stock price                                       36.31        37.06        37.50        57.00       35.38
      Trading volume                                        7,044,391    9,370,446    6,574,200    5,582,668   4,514,528
  Average Shares Outstanding
      Basic                                                22,775,529   23,013,671   23,283,458   23,025,173  22,729,851
      Diluted                                              22,837,339   23,091,105   23,499,643   23,236,174  22,897,208
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

                               Page 7 of 72 Pages
<PAGE>

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

          The purpose of this discussion and analysis is to focus on significant
changes in the financial  condition of Whitney Holding Corporation (the Company)
and its  subsidiaries  and on their results of operations  during 2000, 1999 and
1998.  Virtually  all of the Company's  operations  are contained in its banking
subsidiaries,  Whitney  National  Bank  and  First  National  Bank of  Gonzales.
Throughout  this  discussion,  references to the "Bank" will  encompass  both of
these  subsidiaries.  This  discussion and analysis is intended to highlight and
supplement  information presented elsewhere in this annual report,  particularly
the consolidated  financial  statements  and related  notes in Item 8.   Certain
financial  information  in prior years has been  reclassified  to conform to the
current year's presentation.

OVERVIEW
          The Company made two business acquisitions in 2000 and four in 1998 as
detailed  in Note 3,  and the  Company  incurred  conversion  and  other  merger
expenses  related to the  acquisitions in each of these years.  Table 1 compares
net income,  earnings per share,  return on average assets and return on average
shareholders'  equity  for 2000,  1999 and  1998,  showing  the  effect of these
merger-related expenses.
<TABLE>
<CAPTION>
TABLE 1.  EFFECTS OF MERGER-RELATED EXPENSES                                                 Years Ended December 31
-------------------------------------------------------------------------------------------------------------------------
(dollars in millions, except per share data)                                              2000         1999         1998
-------------------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>          <C>          <C>
Earnings, before tax-effected merger-related expenses                                    $67.7        $62.4        $57.2
Tax-effected merger-related expenses                                                       (.7)           -         (4.5)
-------------------------------------------------------------------------------------------------------------------------
Net income                                                                               $67.0        $62.4        $52.7
-------------------------------------------------------------------------------------------------------------------------
Basic earnings per share, before tax-effected merger-related expenses                    $2.97        $2.71        $2.46
Effect of tax-effected merger-related expenses                                            (.03)           -         (.20)
-------------------------------------------------------------------------------------------------------------------------
Basic earnings per share                                                                 $2.94        $2.71        $2.26
-------------------------------------------------------------------------------------------------------------------------
Return on average assets, before tax-effected merger-related expenses                     1.16%        1.19%        1.18%
Effect of tax-effected merger-related expenses                                            (.01)           -         (.10)
-------------------------------------------------------------------------------------------------------------------------
Return on average assets                                                                  1.15%        1.19%        1.08%
-------------------------------------------------------------------------------------------------------------------------
Return on average shareholders' equity, before tax-effected merger-related
expenses                                                                                 11.65%       11.14%       10.43%
Effect of tax-effected merger-related expenses                                            (.13)           -         (.83)
-------------------------------------------------------------------------------------------------------------------------
Return on average shareholders' equity                                                   11.52%       11.14%        9.60%
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

         The Company earned $2.97 per share, or $67.7 million, for 2000,
excluding tax-effected merger-related expenses. This is a 10% increase over the
$2.71 per share, or $62.4 million, earned for 1999. The key components of 2000's
earnings performance follow:

o             Net interest income, on a taxable-equivalent (TE) basis, increased
              9%, or $21.3 million,  from 1999 to 2000, as strong loan growth of
              17% continued to favorably  impact the mix of earning assets.  The
              net interest  margin remained at a healthy 4.71% compared to 4.83%
              in 1999, with the limited margin  compression  mainly reflecting a
              greater  use of  higher-cost  sources of funds to support  earning
              asset growth.
o             Non-interest  income grew  8%, or $5.0 million. Investment service
              income  showed  the  positive  effects  of the first  full year of
              operations  for Whitney  Securities,  the Company's  broker-dealer
              unit.  Fees from  merchant  processing  and  credit and debit card
              activity   benefited  from  increased   transaction   volumes  and
              strategic adjustments to service fee schedules.  Trust income rose
              8% on a growing  customer base despite the poor performance of the
              financial  markets in 2000  compared to recent  years.  The higher
              rate  environment in 2000  restrained  non-interest  income growth
              from secondary mortgage market operations and from service charges
              on commercial deposit accounts.


                               Page 8 of 72 Pages
<PAGE>
o             Non-interest expense, excluding merger-related expenses, increased
              7%,or  $13.7  million,  between  1999 and 2000,  with much of this
              increase  attributable  to operations  of banks  acquired in 2000,
              including  purchased  intangibles  amortization  of $2.5  million.
              Excluding these  operations,  non-interest  expense increased less
              than 3% in 2000.  Expense  control  efforts  again had a favorable
              impact on the growth rate of several major expense categories.
o             The  Company provided $10 million for possible loan losses in 2000
              compared  to $6 million in 1999.  A moderate  increase in the risk
              profile of the loan portfolio, coupled with sustained loan growth,
              were the major factors behind the increased provision in 2000.

          Per share earnings of $2.71 in 1999 were 10% higher than the $2.46 per
share earned in 1998 before tax-effected  merger-related expenses. Net income of
$62.4  million in 1999 was $5.2 million  above the $57.2  million  earned before
merger  expenses  in 1998.  Growth in net  interest  income (TE) of 6%, or $13.6
million,  reflected a 14% increase in loans, a stable mix of funding sources and
effective management of the cost of funds. Non-interest income grew 12%, or $7.3
million,  as a growing  customer  base and a healthy  market area economy led to
improvements  in  several  major  income  categories.  Excluding  merger-related
expenses,  non-interest  expense  increased at a slower rate, rising 3%, or $5.7
million,  between 1998 and 1999.  Expense  control  programs  begun in late 1998
favorably impacted several major expense categories in 1999 and the Company took
steps to address the causes of some  unexpectedly  high  expenses in the earlier
year.  Higher  overall  risk  profiles  and loan growth  prompted  the return to
provisions for possible loan losses in 1999.

FORWARD-LOOKING STATEMENTS

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

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

LOANS AND RESERVE FOR POSSIBLE LOAN LOSSES

          Average  loans  grew 17%,  or $580  million,  in 2000  compared  to an
increase in 1999 of 14%, or $405 million.  Table 2, which is based on regulatory
collateral codes,  shows the Company has experienced  significant loan growth in
all major categories.

<TABLE>
<CAPTION>
TABLE 2.  LOANS OUTSTANDING BY TYPE
---------------------------------------------------------------------------------------------------------------------------
                                                                                 December 31
---------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                      2000           1999          1998           1997          1996
---------------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>           <C>            <C>           <C>
Commercial, financial and agricultural loans          $1,710,071     $1,466,018    $1,299,243     $1,202,904    $1,039,873
Real estate loans - commercial and other               1,403,808      1,213,465     1,036,547        818,213       698,054
Real estate loans - retail mortgage                      860,826        700,311       640,214        548,771       468,439
Loans to individuals                                     326,526        292,680       292,336        288,810       265,851
Lease financing                                               51            573         2,241          5,966        12,278
---------------------------------------------------------------------------------------------------------------------------
     Total loans                                      $4,301,282     $3,673,047    $3,270,581     $2,864,664    $2,484,495
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

          Commercial loans, including those secured by real property,  increased
$434 million, or 16%, between year-end 1999 and 2000. As can be seen in Table 2,
commercial real estate lending,  which  encompasses  loans secured by

                               Page 9 of 72 Pages

<PAGE>
properties used in commercial or industrial operations, supplied $190 million of
this overall increase, growing 16% in 2000 after posting 17% growth in 1999. The
growth in 2000 and recent  years has come from a variety of  sources,  including
apartment and condominium projects largely in the eastern Gulf Coast region, and
retail,  small office and industrial and  commercial  facilities  throughout the
Company's  market area.  For 2000,  the acquired  bank  operations  in Texas and
Louisiana   contributed   $44  million  in  commercial  real  estate  loans.  As
anticipated,  hotel  loans were  stable  during  2000 after  growing  rapidly in
previous years with new construction  spurred by a strong convention and tourism
industry in the New Orleans  metropolitan  area. Hotel loans were  approximately
11% of total  commercial  real estate loans at year-end  2000 compared to 13% at
the end of 1999.  Although the Company's  market area economies  remain healthy,
the overall rate of growth for  commercial  property loans is likely to moderate
in 2001. This reflects both some slowdown in the pace of new project development
and a move to permanent  financing not always  provided by the Bank as completed
projects demonstrate  performance and developers take advantage of the improving
rate environment.

          Commercial  loans other than those secured by real property  increased
$244 million, or 17%, in 2000. This followed a 13% increase in 1999. This growth
has been well-diversified and is reflective of both the economic fundamentals of
the Company's market area and the Company's ability to develop its customer base
in the  newer  parts  of its  market  area  and take  advantage  of  competitive
circumstances  to attract new  business  in its  established  markets.  Areas of
growth during 2000 included loans to the maritime industry, professional service
organizations, and educational and other non-profit organizations, among others.
During the last two years,  the Company  has also  significantly  increased  its
lending to individuals for investment in new or expanded business opportunities,
although such loans,  which are generally  secured by collateral other than real
estate, represent less than 3% of the portfolio.  Loans to retailers expanded in
2000, while loans to  manufacturers  and wholesalers were stable after declining
in 1999 partly as a result of  out-of-market  acquisitions  of local  companies.
Commercial   loans  with   customers  of  acquired   bank   operations   totaled
approximately $44 million at year-end 2000.

          Loans to customers  related to the oil and gas industry  increased $30
million in 2000 after a $68 million  increase in 1999,  primarily  to  companies
involved in  production  support and  services.  Improved  underlying  commodity
prices have helped sustain active production  levels.  The strength in commodity
prices has not yet translated into  significant new production  activity because
of longer  development  cycles. The level of activity in this industry continues
to  have an  important  impact  on the  economies  of  certain  portions  of the
Company's  market areas,  particularly  southern  Louisiana  and, more recently,
Houston.  At  December  31,  2000,  outstanding  loans  to oil and gas  industry
customers totaled $280 million, or approximately 7% of total loans.

          Retail loans,  including both retail mortgage loans and other loans to
individuals,  increased $194 million,  or 20%,  between 1999 and 2000. The major
portion of this growth was in the retail  mortgage loan category that  increased
$160 million,  or 23%, in 2000.  Growth in the  origination  of  adjustable-rate
mortgage loan products held in the portfolio,  particularly as market rates rose
in the  second  half of 1999 and  into  2000,  was a major  factor  behind  this
increase.  Late in 2000, the Company shifted to selling substantially all retail
mortgage  loan  originations  in the  secondary  market  and is  evaluating  the
possibility of selling a portion of the  adjustable-rate  portfolio during 2001.
In 2000, the Company also continued to aggressively  promote its fixed-term home
equity loan product.  This product offers  customers the opportunity to leverage
rising home values and equity to obtain tax-advantaged consumer financing. Loans
to  individuals  include  various  consumer  installment  and  credit  line loan
products other than retail  mortgage loan products.  The growth in 2000 resulted
mainly from loans with customers of acquired bank operations. The Company's exit
from  one  segment  of  this  market  in  1999  and  consumer   preference   for
tax-advantaged home equity financing continued to impede growth in this category
during 2000.  The  customer-focused  retail  sales  training  program  conducted
company-wide in 1998 produced  enhanced sales efforts that supported the overall
growth in retail loans in 1999 and 2000.

                              Page 10 of 72 Pages
<PAGE>
          Table 3 reflects contractual loan maturities, unadjusted for scheduled
principal reductions, prepayments or repricing opportunities.  Approximately 83%
of the value of loans with a maturity  greater  than one year bears a fixed rate
of interest.
<TABLE>
<CAPTION>

TABLE 3.  LOAN MATURITIES BY TYPE
---------------------------------------------------------------------------------------------------------------------------
                                                                                 December 31, 2000
---------------------------------------------------------------------------------------------------------------------------
                                                                One year      One through       More than
(dollars in thousands)                                           or less       five years      five years            Total
---------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>                <C>             <C>            <C>
Commercial, financial and agricultural loans                  $1,119,610         $516,049        $ 74,412       $1,710,071
Real estate loans- commercial and other                          355,922          789,095         258,791        1,403,808
Real estate loans - retail mortgage                               47,279          282,299         531,248          860,826
Loans to individuals                                             184,101          117,343          25,082          326,526
Lease financing receivables                                           51                -               -               51
---------------------------------------------------------------------------------------------------------------------------
   Total                                                      $1,706,963       $1,704,786        $889,533       $4,301,282
---------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

          In making its  evaluation  and  establishing  a reserve  level that it
believes is adequate to absorb  potential  losses in the  portfolio,  management
considers  various  sources of information.  Some of the more important  sources
include analyses prepared on specific loans reviewed for impairment,  statistics
on  balances  of loans  assigned to  internal  risk  rating  categories  by loan
officers and the Company's  independent  credit review function,  reports on the
composition and repayment  performance of consumer and other loan portfolios not
subject to  individual  risk  ratings,  and factors  developed  through  ongoing
migration  analysis  of  historical  loss  experience.  In addition to this more
objective and quantitative  information,  management's evaluation must take into
consideration  its  assessment of general  economic  conditions  and how current
conditions affect specific segments of borrowers.  In addition,  management must
come to a  judgment  regarding  the  level of  inaccuracy  inherent  in the loss
reserve  estimation  process.  A formal  reserve  analysis  is prepared at least
quarterly that summarizes the results of the evaluation process and helps ensure
a consistent process over time.

                              Page 11 of 72 Pages
<PAGE>
          At December 31, 2000,  the reserve for possible  loan losses was $55.8
million or 1.30% of total loans,  compared to $44.5  million,  or 1.21% of total
loans in 1999.  Table 4 shows the  activity  in the reserve  for  possible  loan
losses over the past five years. The allocation of the reserve  is  included  in
Table 5.
<TABLE>
<CAPTION>
TABLE 4.  SUMMARY OF ACTIVITY IN THE RESERVE FOR POSSIBLE LOAN LOSSES
-------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                          2000         1999         1998         1997         1996
-------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>          <C>          <C>          <C>          <C>
Balance at beginning of year                                 $44,466      $40,282      $44,543      $44,030      $45,309
Reserves acquired in bank purchase                             2,388            -            -            -            -
Provision for possible loan losses
   charged (credited) to operations                           10,000        6,000           73       (2,120)      (3,626)
Loans charged to the reserve
   Commercial, financial and agricultural                      3,717        5,533        6,100        5,174        4,981
   Real estate (primarily commercial)                          1,487        1,273          519          462          185
   Loans to individuals                                        2,331        2,412        5,423        2,474        1,662
   Lease financing                                                32           93          588        1,085        1,849
-------------------------------------------------------------------------------------------------------------------------
      Total                                                    7,567        9,311       12,630        9,195        8,677
-------------------------------------------------------------------------------------------------------------------------
Recoveries of loans previously charged off
   Commercial, financial and agricultural                      2,617        4,236        3,999        6,290        3,868
   Real estate (primarily commercial)                          2,400        1,256        2,699        3,442        5,481
   Loans to individuals                                        1,477        2,003        1,597        2,096        1,652
   Lease financing                                                 -            -            1            -           23
-------------------------------------------------------------------------------------------------------------------------
      Total                                                    6,494        7,495        8,296       11,828       11,024
-------------------------------------------------------------------------------------------------------------------------
Net (charge-offs) recoveries                                  (1,073)      (1,816)      (4,334)       2,633        2,347
-------------------------------------------------------------------------------------------------------------------------
Balance at end of year                                       $55,781      $44,466      $40,282      $44,543      $44,030
-------------------------------------------------------------------------------------------------------------------------
Ratios
     Net charge-offs (recoveries) to average loans               .03%         .05%         .15%        (.10)%       (.11)%
     Gross charge-offs to average loans                          .19          .28          .42          .35          .40
     Recoveries to gross charge-offs                           85.82        80.50        65.68       128.64       127.05
     Reserve for possible loan losses to loans at end
      of year                                                   1.30         1.21         1.23         1.55         1.77
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

          During  1999 and again in 2000,  the  Company's  credit  risk  profile
increased  moderately,  particularly  with  respect to non-real  estate  secured
commercial  loans,  but  remained  well within  acceptable  limits and  compared
favorably to industry  statistics  and  historical  experience.  The rising risk
profile is evident in the increases in non-performing loans and loans internally
classified has having above normal credit risk as discussed below.  This coupled
with  sustained  loan growth were the major  factors  behind the increase in the
reserve level in both 2000 and 1999. As would be expected, the percentage of the
reserve  allocated to  commercial  loans also  increased  over this period.  The
increasing credit risk profile has not yet been reflected in higher  charge-offs
and the uncertainty of management's  evaluation of its ultimate impact on future
charge-offs is considered in the  unallocated  reserve at year-end 2000.  Actual
net charge-offs have been relatively stable over the last three years,  ignoring
the $2.7 million  charge-off of student loans in 1998 related to the  settlement
of a claim by the U. S. Department of Education.

                              Page 12 of 72 Pages
<PAGE>
<TABLE>
<CAPTION>
TABLE 5.  ALLOCATION OF THE RESERVE FOR POSSIBLE LOAN LOSSES
-------------------------------------------------------------------------------------------------------------------------
                                                                     December 31
-------------------------------------------------------------------------------------------------------------------------
                                      2000               1999              1998               1997              1996
-------------------------------------------------------------------------------------------------------------------------
                               Reserve    Loans   Reserve    Loans  Reserve    Loans   Reserve    Loans   Reserve   Loans
-------------------------------------------------------------------------------------------------------------------------
<S>                             <C>      <C>       <C>      <C>      <C>      <C>       <C>      <C>      <C>      <C>
Commercial, financial and
   agricultural                  49.7%    39.8%     48.4%    39.9%    39.7%    39.7%     41.5%    41.9%    42.0%    41.8%
Real estate - commercial
   and other                     26.9     32.6      28.4     33.0     31.6     31.7      28.3     28.6     26.7     28.1
Real estate - retail
   mortgage                      11.3     20.0      14.9     19.1     20.4     19.6      16.4     19.2     14.8     18.9
Loans to individuals              7.6      7.6       8.0      7.9      7.9      8.9       9.0     10.1      6.9     10.7
Lease financing                     -        -        .1       .1       .1       .1        .7       .2      2.4       .5
Unallocated                       4.5        -        .2        -       .3        -       4.1        -      7.2        -
-------------------------------------------------------------------------------------------------------------------------
Total                           100.0%   100.0%    100.0%   100.0%   100.0%   100.0%    100.0%   100.0%   100.0%   100.0%
-------------------------------------------------------------------------------------------------------------------------
</TABLE>

          Non-performing  assets  consist of  non-performing  loans,  foreclosed
assets  and  surplus  banking   property.   Table  6  provides   information  on
non-performing  assets for each year in the five-year  period ended December 31,
2000. The $8 million increase in non-performing assets in 2000 to $25 million at
year-end 2000 followed smaller  increases in 1999 and 1998 from the low point in
recent years of  approximately  $15 million at the end of 1997.  The increase in
2000  came from a few  large  commercial  customer  relationships  in  unrelated
industries that were placed on non-accrual  status.  Non-performing  assets as a
percent of loans plus foreclosed  assets and surplus property  increased to .58%
at the end of 2000 from .46% at the end of 1999 and .49% in 1998. With continued
loan growth and considering the rise in internally  classified  assets discussed
below, total non-performing assets may continue to increase in the future.

<TABLE>
<CAPTION>
TABLE 6.  NON-PERFORMING ASSETS
----------------------------------------------------------------------------------------------------------------------
                                                                            December 31
----------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                  2000           1999          1998          1997          1996
----------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>            <C>           <C>           <C>           <C>
Loans accounted for on a non-accrual basis           $23,579        $13,601       $11,497       $ 9,335       $ 9,383
Restructured loans                                       465          1,634         2,660         2,342         3,029
----------------------------------------------------------------------------------------------------------------------
   Total non-performing loans                         24,044         15,235        14,157        11,677        12,412
Foreclosed assets and surplus property                   952          1,831         2,004         3,048         4,835
----------------------------------------------------------------------------------------------------------------------
   Total non-performing assets                       $24,996        $17,066       $16,161       $14,725       $17,247
----------------------------------------------------------------------------------------------------------------------
Loans 90 days past due still accruing                 $3,622         $2,617        $3,765        $2,142        $3,149
----------------------------------------------------------------------------------------------------------------------
Ratios
     Non-performing assets to loans plus
        foreclosed assets and surplus property           .58%           .46%          .49%          .51%          .69%
     Reserve for possible loan losses to
        non-performing loans                          232.00         291.87        284.54        381.46        354.74
     Loans 90 days past due still accruing to loans      .08            .07           .12           .07           .13
----------------------------------------------------------------------------------------------------------------------
</TABLE>

          At December  31, 2000,  loans  internally  classified  as having above
normal credit risk represented approximately 6% of total loans. This was up from
approximately  5% at December  31,  1999.  The  December  31, 2000 total of $261
million was $65 million above year-end  1999's total.  The increase  during 2000
came mainly from several  unrelated  loans that were  classified  as  warranting
special  attention  because  of risk  characteristics  that  indicate  potential
weaknesses.  This classification  category was up $42 million from year-end 1999
to a total  of $146  million  at the end of 2000.  Loans  classified  as  having
well-defined weaknesses that, if not corrected, would likely result in some loss
increased $14 million

                              Page 13 of 72 Pages
<PAGE>
to a total of $99  million.  Loans for which full  repayment  is  doubtful  also
increased,  by $9  million,  to a total of $17 million at  year-end  2000.  This
increase largely mirrors the increase in non-performing loans mentioned above.

INVESTMENT IN SECURITIES

         Total  investment in securities was $1.38 billion at December 31, 2000,
compared  to  $1.29  billion at year-end  1999.  The  average  total  investment
portfolio  was  $1.39  billion  in 2000,  compared to $1.36  billion in 1999, an
increase of $27 million.   Between  these  same periods,  average  federal funds
sold and other short-term investments decreased $34 million.

         The weighted-average taxable-equivalent portfolio yield  was  6.30%  at
December  31,  2000,  an increase of 11 basis  points from 6.19% at December 31,
1999,  reflecting  mainly higher repricing  opportunities in 2000 and a shift in
the  portfolio  mix.  Substantially  all of  the  securities  in the  investment
portfolio bear fixed interest rates.

         Information  about  the  contractual  maturity  structure of investment
securities  at  December  31,  2000 is shown  in  Table 7. The  weighted-average
contractual  maturity  of the  overall  securities  portfolio  was 42  months at
December 31, 2000, compared to 50 months at year-end 1999. The carrying value of
securities  with  explicit call options  totaled $379 million at year-end  2000.
These call options and the projected  principal  reductions  and  prepayments on
mortgage-backed securities are not reflected in Table 7.
<TABLE>
<CAPTION>
TABLE 7.  DISTRIBUTION OF INVESTMENT MATURITIES
-------------------------------------------------------------------------------------------------------------------------
                                                   December 31, 2000
-------------------------------------------------------------------------------------------------------------------------
                                                   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>
U.S. Treasury securities      $ 4,999     5.31% $ 32,606      6.71%  $     -      -%  $     -         -% $ 37,605    6.51%
U.S. agency securities         46,993     6.50   228,229      6.49     1,755   8.01     3,714      7.08   280,691    6.51
Mortgage-backed
  securities(a)                 2,527     5.59    39,499      7.14    52,444   6.21    28,934      6.69   123,404    6.61
Obligations of states and
  political subdivisions(b)         -        -         -         -       140   8.00         -         -       140    8.00
Other corporate securities (c)      -        -         -         -         -      -    14,918         -    14,918       -
-------------------------------------------------------------------------------------------------------------------------
    Total                     $54,519     6.35% $300,334      6.60% $ 54,339   6.27% $ 47,566      6.73% $456,758    6.54%
-------------------------------------------------------------------------------------------------------------------------
SECURITIES HELD TO MATURITY
-------------------------------------------------------------------------------------------------------------------------
U.S. Treasury securities      $44,978     6.21% $ 31,504      5.65% $      -      -% $      -        - % $ 76,482    5.98%
U.S. agency securities         10,000     5.61   277,024      5.65    37,468   5.78         -        -    324,492    5.67
Mortgage-backed
  securities(a)                13,286     6.41   109,998      6.43   133,930   5.90    84,670      6.49   341,884    6.24
Obligations of states and
  political subdivisions (b)   15,801     7.96    51,196      7.14    66,445   6.95    39,227      7.02   172,669    7.12
Federal Reserve stock and
  other corporate securities (c)    -        -         -         -         -      -     9,400         -     9,400       -
-------------------------------------------------------------------------------------------------------------------------
    Total                     $84,065     6.50% $469,722      6.00% $237,843   6.17% $133,297      6.66% $924,927    6.18%
-------------------------------------------------------------------------------------------------------------------------
(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.
</TABLE>

         During  1999  and  continuing into 2000, the Company began building its
investment in securities  classified as available for sale, primarily as a means
to increase liquidity management flexibility. Such securities constituted 33% of
the total investment portfolio at the end of 2000, compared to 16% at the end of
1999.  These  securities  are  reported at  estimated  fair market  value in the
consolidated  balance  sheets.  The net  unrealized  gain on available  for sale
securities was $3.4 million at year-end 2000. At the end of 1999, there had been
a net unrealized loss of $4.8 million.  These  unrealized  gains and  losses are
recognized net of tax in other  comprehensive  income and in  accumulated  other
comprehensive income, a separate component of shareholders' equity. As discussed
in Note 4, effective January 1, 2001, the Company reclassified securities with a
carrying  value of $528  million,  and an unrealized  loss of $6.4  million,

                              Page 14 of 72 Pages
<PAGE>

as available  for sale in  connection  with the adoption of SFAS No. 133.  These
securities had previously  been  classified as held to maturity.  The unrealized
loss will be reported net of tax with comprehensive  income in the first quarter
of 2001. The Company  continued to classify most of its  securities  from states
and political subdivisions as held to maturity.  Shorter duration U. S. Treasury
and agency securities were also retained in the held-to-maturity portfolio.

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

         At  December  31,  2000, the Bank held no investment in securities of a
single  issuer,   other  than  securities  issued  or  guaranteed  by the U.  S.
government  or its agencies,  that exceeded 10% of its shareholders' equity. The
Bank has  made no  investments  in  financial  instruments  or  participated  in
agreements   with values that are linked to or derived from changes in the value
of some underlying  asset  or index.  These financial  instruments or agreements
are  commonly   referred to as  derivatives  and  include  such  instruments  as
futures, forward  contracts, option contracts, interest rate swap agreements and
other financial  arrangements with similar characteristics. Management continues
to  evaluate  whether  to use  derivatives  as part of its  asset/liability  and
liquidity management processes.

DEPOSITS AND SHORT-TERM BORROWINGS

          Average  deposits  and  short-term  borrowings  increased 12%, or $569
million,  in 2000,  and were up 9%,  or $373  million,  in  1999.   These  funds
supported the growth in average loans in each year.

          At December 31, 2000,  total deposits were $4.96 billion,  compared to
$4.31 billion at year-end  1999.  Average  deposits for 2000 were $4.56 billion,
which represents an 8%, or $349 million, increase over 1999. Deposits associated
with bank operations  acquired in 2000 averaged $166 million.  For 1999, average
total deposits increased 7%, or $276 million.  Deposits associated with the Lake
Charles  operations  acquired in September 1998  contributed  $95 million to the
overall increase in 1999 and represented a significant  portion of the growth in
average NOW account deposits and time deposits, as shown in Table 8.

<TABLE>
<CAPTION>
TABLE 8.  AVERAGE DEPOSITS
-------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                             2000                     1999                    1998
-------------------------------------------------------------------------------------------------------------------
<S>                                         <C>           <C>       <C>           <C>        <C>           <C>
Non-interest-bearing demand deposits        $1,261,218    27.7%     $1,164,231    27.7%      $1,083,530    27.6%
NOW account deposits                           486,365    10.7         488,459    11.6          465,211    11.8
Money market deposits                          759,854    16.7         744,440    17.7          580,828    14.8
Savings deposits                               445,873     9.8         478,511    11.4          508,180    12.9
Other time deposits                            889,687    19.5         752,845    17.9          743,783    18.9
Time deposits $100,000 and over                712,857    15.6         578,202    13.7          548,689    14.0
-------------------------------------------------------------------------------------------------------------------
     Total average deposits                 $4,555,854   100.0%     $4,206,688   100.0%      $3,930,221   100.0%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

          Average  core  deposits,   which  excludes  time  deposits  over  $100
thousand,  increased  6%, or $215 million,  in 2000 and 7%, or $247 million,  in
1999. Average  non-interest-bearing  demand deposits grew 8%, or $97 million, in
2000 with both commercial and individual  accounts  contributing to this growth.
Table 8 shows  that  non-interest-bearing  deposits  have  been a steady  28% of
average total deposits over the last three years.

          Core  interest-bearing  deposits  increased  5%, or $118  million,  on
average in 2000,  driven by the 18%, or $137  million,  increase in average time
deposits. This increase reflected the Company's strategy of responding to rising
short-term market rates during 2000 with  competitively  structured time deposit
products. In this competitive environment,  average money market deposits showed
little growth in 2000, after growing 28% in 1999.  Excluding purchased deposits,
money market deposits would have decreased 3%, or $20 million,  in 2000.  Growth
in money market  deposits in recent years came mainly  through the  promotion of
bundled banking services, and the Company continued to promote these services in
2000.  Deposits in traditional  savings accounts  decreased 7% in 2000 and 6% in
1999,  continuing a trend that reflects consumer  preference for the convenience
and flexibility offered by newer deposit products.

          Non-core  time  deposits over $100 thousand grew 23%, or $135 million,
in 2000, with $23 million of this growth associated with acquired operations. Of
the net  increase,  approximately  half  came  from an  increase  in  Eurodollar
deposits,  including funds from certain foreign relationships and funds from new
and existing corporate customers for


                              Page 15 of 72 Pages
<PAGE>
cash management purposes.  Table 9 shows the maturity structure of both non-core
and core time deposits at December 31, 2000.

TABLE 9.  MATURITIES OF TIME DEPOSITS
--------------------------------------------------------------------------------
(dollars in thousands)
--------------------------------------------------------------------------------
Remaining maturity of time deposits of $100,000 or more
     as of December 31, 2000
          Three months or less                                          $406,886
          Over three months through twelve months                        381,849
          Over twelve months                                              29,799
--------------------------------------------------------------------------------
               Total time deposits of $100,000 or more                   818,534
--------------------------------------------------------------------------------
Remaining maturity of time deposits of less than $100,000
     as of December 31,2000
          Three months or less                                           210,220
          Over three months through twelve months                        666,117
          Over twelve months                                             134,318
--------------------------------------------------------------------------------
               Total time deposits of less than $100,000               1,010,655
--------------------------------------------------------------------------------
               Total time deposits                                    $1,829,189
--------------------------------------------------------------------------------

          Short-term  borrowings consist primarily of purchases of federal funds
and sales of securities under repurchase  agreements.  Total average  short-term
borrowings  increased  51%,  or $220  million,  in 2000  following a 29%, or $97
million, increase in 1999. To leverage its loan growth, the Company made greater
use of available  wholesale  short-term  funding sources in 2000. These included
overnight and term federal funds purchased,  brokered repurchase agreements and,
starting in 2000,  borrowings of temporary excess U. S. Treasury  receipts under
the Treasury Investment Program.  Combined average borrowings from these sources
increased to $255 million in 2000 from $85 million in 1999.  Average  short-term
borrowings from customers under repurchase  agreements  increased 14% in 2000 to
$400 million from $350 million in 1999, reflecting both the growth in commercial
relationships and the attractiveness of the Company's treasury  management sweep
product.  Because of the underlying customer relationship,  these borrowings can
be a relatively stable source of funds.

LIQUIDITY

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

          On the liability  side,  liquidity  management  focuses on growing the
base of more stable core  deposits at  competitive  rates,  including the use of
treasury-management  products for commercial  customers,  while at the same time
ensuring access to economical  wholesale  funding sources.  The section above on
Deposits and Short-term  Borrowings discusses changes in these liability funding
sources in 2000 and 1999.  During the third  quarter of 2000,  Whitney  National
Bank  became a member of the  Federal  Home Loan Bank  system.  This  membership
provides  access to a variety of Federal Home Loan Bank  advance  products as an
alternative source of funds. In addition,  both the Company and Whitney National
Bank have access to  external  funding  sources in the  financial  markets,  and
Whitney  National  Bank has  developed  the  ability  to  gather  deposits  at a
nationwide level.

          Liquidity  management  on  the  asset  side  primarily  addresses  the
composition  and  maturity  structure  of the  loan  and  investment  securities
portfolios and their impact on the Company's ability to generate cash flows from
scheduled payments, contractual maturities, prepayments, their use as collateral
for  borrowings  under  repurchase  agreements,  and possible  outright sales or
securitizations.  Table 3 above presents the contractual  maturity  structure of
the loan portfolio

                              Page 16 of 72 Pages
<PAGE>
and Table 7 presents contractual  investment  maturities.  As mentioned earlier,
the Company began building its investment in securities  classified as available
for sale in 1999 and, effective 2001,  reclassified in excess of $500 million of
its portfolio of  securities  held to maturity to this  category.  These actions
further increased liquidity management  flexibility.  Also as mentioned earlier,
the Company  recently began  evaluating the  possibility of selling a portion of
its  adjustable-rate  retail  mortgage loan portfolio in 2001 and is considering
the sale of a smaller segment of its consumer loan portfolio.

          Cash generated from operations is another important source of funds to
meet  liquidity  needs.  The  consolidated  statements  of cash  flows  presents
operating cash flows and summarizes  all  significant  sources and uses of funds
for each year in the three-year period ended December 31, 2000.

          The Bank had  approximately  $1.2 billion in unfunded loan commitments
outstanding  at  December  31,  2000,  a decrease  of $79  million  from  1999's
year-end.  Note 14 shows the details of these and other unfunded  commitments at
December  31, 2000 and 1999.  Because loan  commitments  may, and many times do,
expire  without  being drawn  upon,  unfunded  balances  should not be used as a
projection of actual future liquidity requirements.

ASSET/LIABILITY MANAGEMENT

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

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

          The simplest  method of measuring  interest  rate  sensitivity  is gap
analysis,  which  identifies the difference  between the dollar volume of assets
and  liabilities  that reprice within  specified time periods.  Gap analysis has
several limitations,  including the fact that it is a point in time measurement.
Table 10, shows the Company's static gap position as of December 31, 2000.
<TABLE>
<CAPTION>
TABLE 10.  INTEREST RATE SENSITIVITY
----------------------------------------------------------------------------------------------------------------------
                                                     By Maturity or Repricing Dates at December 31, 2000
----------------------------------------------------------------------------------------------------------------------
                                               0-30      31-90      91-180   181-365      After    Non-Interest
(dollars in millions)                          Days       Days        Days      Days     1 Year      Bearing     Total
----------------------------------------------------------------------------------------------------------------------
ASSETS
<S>                                          <C>        <C>        <C>        <C>        <C>        <C>        <C>
Securities available for sale                $   38     $   38     $   55     $   82     $  244     $     -    $  457
Securities held to maturity                      65         58         71        149        582           -       925
Loans                                         1,390        317        348        455      1,791           -     4,301
Federal funds sold and
   short-term investments                        11          -          -          -          -           -        11
Other assets                                      -          -          -          -          -         548       548
----------------------------------------------------------------------------------------------------------------------
     Total assets                             1,504        413        474        686      2,617         548     6,242
----------------------------------------------------------------------------------------------------------------------
SOURCES OF FUNDS
NOW account deposits                            513          -          -          -          -           -       513
Money market deposits                           793          -          -          -          -           -       793
Savings deposits                                 14          -          -          -        422           -       436
Other time deposits                              57        153        211        455        134           -     1,010
Time deposits $100,000 and over                 213        194        149        233         30           -       819
Short-term borrowings                           596          -          -          -          -           -       596
Non-interest bearing demand deposits              -          -          -          -          -       1,389     1,389
Other liabilities                                 -          -          -          -          -          63        63
Shareholders' equity                              -          -          -          -          -         623       623
-----------------------------------------------------------------------------------------------------------------------
     Total sources of funds                   2,186        347        360        688        586       2,075     6,242
----------------------------------------------------------------------------------------------------------------------
Interest rate sensitivity gap                $ (682)    $   66     $  114     $   (2)    $2,031     $(1,527)
Cumulative interest rate sensitivity gap     $ (682)    $ (616)    $ (502)    $ (504)    $1,527     $     -
Cumulative interest rate sensitivity gap
    as a percentage of total earning assets  (11.98)%   (10.82)%    (8.82)%    (8.85)%    26.82%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

                              Page 17 of 72 Pages
<PAGE>
          Table 10 indicates that the Company is somewhat  liability  sensitive.
However, static gap does not take into consideration the actions that management
intends to take to maximize net interest income over time. A more  sophisticated
tool used by the Company to evaluate and manage its interest rate sensitivity is
a net  interest  income  simulation  model,  which tests the Bank's  reaction to
various  economic  environments.  The model is able to incorporate  management's
assumptions and expectations  regarding such factors as loan and deposit growth,
pricing,  prepayment speeds and  spreads  between  interest  rates.  Assumptions
can  also  be  entered  into  the  model to  evaluate  the  impact  of  possible
strategic   responses  to  changes  in  the competitive environment.

          As part of its regular formal  asset/liability  management  process, a
base case  simulation  is run that uses current  growth  forecasts and assumes a
stable rate environment and structure. The base case simulation as of the end of
2000 showed an increase in net  interest  income (TE) for the next twelve  month
period of approximately $15 million, or 6%, from 2000 levels. When the base case
simulation  was subjected to parallel up and down  instantaneous  rate shocks of
100 basis points,  the model showed an annual  impact on the Company's  2001 net
interest  income (TE) that ranged from a positive $6 million at 100 basis points
up to a negative $6 million at 100 basis  points  down.  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 results of all these
simulations showed that the Company's  sensitivity was within acceptable limits,
considering established internal guidelines.

          Unlike the gap analysis,  the net interest  income  simulations at the
end of 2000 indicate that the Company is moderately asset sensitive.  The actual
impact of changing interest rates on net interest income,  however, is dependent
on many  factors.  These  include  the  Company's  ability to achieve  growth in
earning assets and maintain a desired mix of earning assets and interest-bearing
liabilities,  the actual  timing of  repricing  of assets and  liabilities,  the
magnitude  of interest  rate  changes,  interest  rate  spreads and the level of
success of asset/liability management strategies implemented.

          The method used for  measuring  longer-term  interest rate risk is the
economic value of equity analysis.  At year-end 2000, the Company's  sensitivity
was acceptable under internal guidelines at all levels of rate shock simulation.

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

IMPACT OF INFLATION AND CHANGING PRICES

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

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

                              Page 18 of 72 Pages
<PAGE>
SHAREHOLDERS' EQUITY AND CAPITAL ADEQUACY

          At December  31,  2000,  shareholders'  equity  totaled  $623  million
compared to $557 million at the end of 1999 and $561 million at the end of 1998.
The major  factors in the $66  million  increase in 2000 were  earnings,  net of
dividends  declared,  of $34 million,  and the $22 million value of common stock
issued to purchase First Ascension Bancorp, Inc. In 1999, the $32 million of net
retained  earnings  was  offset by the  impact of the stock  repurchase  program
executed  during that year.  Under this  program,  the Company  repurchased  one
million  shares of its common stock for $39 million.  The Company has no program
currently,  but will  consider  similar  programs  in the future as  appropriate
opportunities  arise.  Over the last three years,  the dividend payout ratio has
been relatively steady,  equaling  approximately 49% in 2000 and 1999 and 53% in
1998.

          The ratios in Table 11  indicate  that the Company  remained  strongly
capitalized  at December 31, 2000. The reduction in the capital ratios in recent
years has been  influenced  mainly by the rate of asset growth  coupled with the
decisions  made and  actions  taken  by the  Company  in  managing  its  capital
position,  including  the  1999  stock  repurchase  program.  The  reduction  in
regulatory   capital  ratios  during  2000  also  reflects  the  impact  of  the
acquisition of Bank of Houston. In this cash purchase  transaction,  the Company
acquired  $44  million in  intangible  assets that are  deducted in  determining
regulatory capital and excluded from risk-weighted assets.

<TABLE>
<CAPTION>
TABLE 11.  RISK-BASED CAPITAL AND CAPITAL RATIOS
----------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                       2000           1999          1998          1997           1996
----------------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>            <C>           <C>           <C>            <C>
Tier 1 regulatory capital                                $533,975       $527,206      $524,028      $505,470       $461,379
Tier 2 regulatory capital                                  55,781         44,466        40,282        41,380         37,474
----------------------------------------------------------------------------------------------------------------------------
     Total regulatory capital                            $589,756       $571,672      $564,310      $546,850       $498,853
----------------------------------------------------------------------------------------------------------------------------
Risk-weighted assets                                   $4,730,336     $4,134,623    $3,794,290    $3,310,400     $2,997,914
----------------------------------------------------------------------------------------------------------------------------
Ratios
     Leverage ratio (Tier 1 capital to average assets)       8.85%          9.99%        10.39%        10.83%         10.60%
     Tier 1 capital to risk-weighted assets                 11.29          12.75         13.81         15.27          15.39
     Total capital to risk-weighted assets                  12.47          13.83         14.87         16.49          16.64
     Shareholders' equity to total assets                    9.98          10.21         10.76         10.97          10.33
     Tangible equity to total assets                         8.59           9.60         10.05         10.57           9.87
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

          The regulatory  capital ratios for the Company's  significant  banking
subsidiary,  Whitney National Bank, exceed the minimum required ratios,  and the
bank has been  categorized  as  "well-capitalized"  in the  most  recent  notice
received from its regulatory  agency.  The planned  merger of recently  acquired
banks into Whitney  National  Bank during 2001 should not  adversely  impact its
regulatory capital ratios.

YEAR 2000 REMEDIATION

          For over two years the  Company  and  others  within and  outside  the
banking  industry worked  diligently to address the risks posed by the Year 2000
date change to both information  processing systems and non-information  systems
that employ embedded  information  technology.  The success of these efforts was
widely  publicized.  When the  Company  began  processing  in the  year  2000 it
experienced only a few date-related  problems and suffered no disruptions to its
operations.  Critical  outside  services were all available.  This was also true
with major customers and suppliers.

          Although the majority of the costs to remediate the Company's  systems
were borne by third party vendors who supply  software under annual  maintenance
fees, the Company did incur both internal  costs,  primarily  personnel-related,
and costs from using outside consultants. Non-interest expense for 1999 included
approximately  $1.0 million of internal costs and $.6 million of external costs,
while in 1998 these costs were $1.6 million and $1.0 million,  respectively.  As
expected,  there  were no  significant  costs  incurred  in  2000,  and none are
currently anticipated.

                              Page 19 of 72 Pages
<PAGE>

RESULTS OF OPERATIONS

NET INTEREST INCOME

          Net interest  income (TE) for 2000 increased 9%, or $21.3 million,  in
2000 from the prior  year,  following a 6%, or $13.6  million,  increase in 1999
over 1998.  The strong  growth in loans and total  earning  assets was the major
factor behind the increase in each of these  periods.  The net interest  margin,
which is net  interest  income  (TE) as a percent  of  average  earning  assets,
decreased  to 4.71% in 2000 from 4.83% in 1999 and 4.92% in 1998.  The  moderate
margin  compression  in 2000 came as a 47 basis point increase in the yield (TE)
on earning assets was offset by a 59 basis point increase in the cost of funding
these assets.  Between 1998 and 1999, the earning asset yield decreased 27 basis
points while the cost of funds  decreased 18 basis points,  leading to a 9 basis
point decline in the net interest margin between these periods. Tables 12 and 13
show the  factors  contributing  to these  changes and the  components  of these
changes.

          The mix of earning  assets has  continued a favorable  trend in recent
years.  Average loans grew 17% in 2000 and 14% in 1999, well above the growth in
total average  earning assets of 12% in 2000 and 8% in 1999. As a result,  loans
comprised 74% of average  earning assets in 2000, up from 71% in 1999 and 67% in
1998. In 2000,  the improved  asset mix as well as a 53 basis point  increase in
the loan  yield  (TE) led to the 47 basis  point  increase  in the yield (TE) on
total earning  assets.  Loan yields  increased  with the rise in market rates as
evidenced  by the 124 basis point  increase  in the average  prime rate for 2000
compared  to 1999.  Market  rates  began to moderate at the end of 2000 and into
early 2001.  Approximately  58% of the value of the loan  portfolio  at year-end
2000 is subject to repricing  within one year,  which is  essentially  unchanged
from the percentage at year-end 1999. The loan portfolio yield (TE) decreased 40
basis points between 1998 and 1999,  again reflecting the trend in market rates.
With the improving asset mix, the yield on average earning assets decreased only
27 basis points between these years.

          The    percentage    of    average    earning    assets    funded   by
non-interest-bearing  sources  remained  a healthy  26%  during  2000,  but this
percentage  has  declined   gradually  from  28%  in  1998.  Over  this  period,
higher-cost sources of funds,  including both short-term borrowings and core and
non-core time deposits,  grew to 42% of average  earning assets in 2000, up from
37% in both 1999 and  1998.  These  changes  coupled  with the  impact of rising
short-term market rates led to the increase of 59 basis points, to 3.18%, in the
total interest cost of funding  earning  assets during 2000.  With a more stable
mix of funding sources and moderating interest rates, this cost had decreased 18
basis points to 2.59% in 1999 compared to 2.77% in 1998.

                              Page 20 of 72 Pages
<PAGE>
<TABLE>
<CAPTION>
TABLE 12.  SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME (TE) (a) AND INTEREST RATES
------------------------------------------------------------------------------------------------------------------------------------
                                                       2000                           1999                        1998
------------------------------------------------------------------------------------------------------------------------------------
                                              Average                      Average                        Average
(dollars in thousands)                        Balance   Interest Rate      Balance    Interest Rate       Balance    Interest Rate
------------------------------------------------------------------------------------------------------------------------------------
ASSETS
EARNING ASSETS
<S>                                         <C>         <C>      <C>      <C>         <C>      <C>      <C>          <C>      <C>
      Loans (TE)(a),(b)                     $3,957,640  $334,609 8.45 %   $3,377,691  $267,676 7.92 %   $2,972,664   $247,287 8.32 %
------------------------------------------------------------------------------------------------------------------------------------
      U.S. Treasury securities                 121,517     7,405 6.09        155,439     9,616 6.19        263,710     17,010 6.45
      U.S. agency securities                   583,660    35,433 6.07        481,990    28,736 5.96        435,925     28,024 6.42
      Mortgage-backed securities               489,073    30,144 6.16        531,544    32,286 6.07        450,436     28,138 6.25
      Obligations of states and political
        subdivisions (TE)(a)                   182,039    13,651 7.50        186,365    14,166 7.60        140,873     11,396 8.08
      Federal Reserve stock and other
         corporate securities                   14,410       883 6.13          8,118       544 6.70         10,219        573 5.61
------------------------------------------------------------------------------------------------------------------------------------
       Total investment in securities(c)     1,390,699    87,516 6.29      1,363,456    85,348 6.26      1,301,163     85,141 6.54
------------------------------------------------------------------------------------------------------------------------------------
      Federal funds sold and
        short-term investments                  19,077     1,204 6.31         52,646     2,526 4.80        155,804      8,411 5.39
------------------------------------------------------------------------------------------------------------------------------------
       Total earning assets                  5,367,416  $423,329 7.89 %    4,793,793  $355,550 7.42 %    4,429,631   $340,839 7.69 %
------------------------------------------------------------------------------------------------------------------------------------
NON-EARNING ASSETS
      Other assets                             533,329                       491,915                       470,525
      Reserve for possible loan losses         (51,367)                      (42,235)                      (43,068)
------------------------------------------------------------------------------------------------------------------------------------
       Total assets                         $5,849,378                    $5,243,473                    $4,857,088
------------------------------------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
      NOW account deposits                  $  486,365  $  6,618 1.36 %   $  488,459  $  6,594 1.35 %   $  465,211   $  7,701 1.66 %
      Money market deposits                    759,854    31,131 4.10        744,440    26,838 3.61        580,828     21,901 3.77
      Savings deposits                         445,873     8,943 2.01        478,511     9,585 2.00        508,180     12,070 2.38
      Other time deposits                      889,687    47,290 5.32        752,845    35,371 4.70        743,783     37,403 5.03
      Time deposits $100,000 and over          712,857    41,306 5.79        578,202    27,743 4.80        548,689     28,383 5.17
------------------------------------------------------------------------------------------------------------------------------------
       Total interest-bearing deposits       3,294,636   135,288 4.11      3,042,457   106,131 3.49      2,846,691    107,458 3.77
------------------------------------------------------------------------------------------------------------------------------------
      Short-term borrowings                    654,687    35,286 5.39        434,397    17,934 4.13        337,544     15,523 4.59
------------------------------------------------------------------------------------------------------------------------------------
       Total interest-bearing liabilities    3,949,323  $170,574 4.32 %    3,476,854  $124,065 3.57 %    3,184,235   $122,981 3.86 %
------------------------------------------------------------------------------------------------------------------------------------
NON-INTEREST-BEARING LIABILITIES AND SHAREHOLDERS' EQUITY
      Demand deposits                        1,261,218                     1,164,231                     1,083,530
      Other liabilities                         57,222                        42,127                        40,517
      Shareholders' equity                     581,615                       560,261                       548,806
------------------------------------------------------------------------------------------------------------------------------------
       Total liabilities and
          shareholders' equity              $5,849,378                    $5,243,473                    $4,857,088
------------------------------------------------------------------------------------------------------------------------------------
       Net interest income and margin  (TE)(a)          $252,755 4.71 %               $231,485 4.83 %                $217,858 4.92 %
------------------------------------------------------------------------------------------------------------------------------------
       Net earning assets and spread        $1,418,093           3.57 %   $1,316,939           3.85 %   $1,245,396            3.83 %
------------------------------------------------------------------------------------------------------------------------------------
(a) Tax-equivalent (TE) amounts are calculated using a marginal federal income
tax rate of 35%.
(b) Average balance includes non-accruing loans of $21,342, $10,630 and $10,679,
respectively, in 2000, 1999 and 1998.
(c) Average balance excludes unrealized gain or loss on securities available for sale.
</TABLE>

                              Page 21 of 72 Pages
<PAGE>
<TABLE>
<CAPTION>
TABLE 13.  SUMMARY OF CHANGES IN NET INTEREST INCOME (TE) (a)
------------------------------------------------------------------------------------------------------------------------------------
                                                      2000 Compared to 1999                         1999 Compared to 1998
------------------------------------------------------------------------------------------------------------------------------------
                                                      Due To                                        Due To
                                                     Change In                 Total               Change In                Total
                                             -----------------------         Increase       -----------------------        Increase
(dollars in thousands)                        Volume            Rate        (Decrease)      Volume            Rate        (Decrease)
------------------------------------------------------------------------------------------------------------------------------------
INTEREST INCOME (TE) (a)
<S>                                          <C>              <C>             <C>          <C>            <C>               <C>
     Loans (TE)(a),(b)                       $48,172          $18,761         $66,933      $32,509        $(12,120)         $20,389
------------------------------------------------------------------------------------------------------------------------------------
     U.S. Treasury securities                 (2,069)            (142)         (2,211)      (6,724)           (670)          (7,394)
     U.S. agency securities                    6,163              534           6,697        2,834          (2,122)             712
     Mortgage-backed securities               (2,612)             470          (2,142)       4,945            (797)           4,148
     Obligations of states and political
        subdivisions (TE)(a)                    (326)            (189)           (515)       3,493            (723)           2,770
     Federal Reserve stock and other
        corporate securities                     389              (50)            339         (130)            101              (29)
------------------------------------------------------------------------------------------------------------------------------------
          Total investment in securities       1,545              623           2,168        4,418          (4,211)             207
------------------------------------------------------------------------------------------------------------------------------------

     Federal funds sold and short term
        investments                           (1,951)             629          (1,322)      (5,039)           (846)          (5,885)
------------------------------------------------------------------------------------------------------------------------------------
          Total interest income (TE) (a)      47,766           20,013          67,779       31,888         (17,177)          14,711
------------------------------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE
     NOW account deposits                        (28)              52              24          370          (1,477)          (1,107)
     Money market deposits                       566            3,727           4,293        5,935            (998)           4,937
     Savings deposits                           (655)              13            (642)        (675)         (1,810)          (2,485)
     Other time deposits                       6,919            5,000          11,919          486          (2,518)          (2,032)
     Time deposits $100,000 and over           7,170            6,393          13,563        1,445          (2,085)            (640)
------------------------------------------------------------------------------------------------------------------------------------
          Total interest-bearing deposits     13,972           15,185          29,157        7,561          (8,888)          (1,327)
------------------------------------------------------------------------------------------------------------------------------------

     Short-term borrowings                    10,829            6,523          17,352        4,118          (1,707)           2,411
------------------------------------------------------------------------------------------------------------------------------------
          Total interest expense              24,801           21,708          46,509       11,679         (10,595)           1,084
------------------------------------------------------------------------------------------------------------------------------------
          Change in net interest
            income (TE)(a)                   $22,965         $ (1,695)        $21,270      $20,209        $ (6,582)         $13,627
------------------------------------------------------------------------------------------------------------------------------------
(a)  Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
(b)  Interest recognized on a cash basis on non-accruing loans and prior cost
     recovery interest currently recognized on non-accruing and certain accruing
     loans was $2,586, $422 and $1,216 in 2000, 1999 and 1998, respectively.
</TABLE>

                              Page 22 of 72 Pages
<PAGE>
PROVISION FOR POSSIBLE LOAN LOSSES

          The  provision  for  possible  loan  losses  was $10  million in 2000,
compared to $6 million in 1999 and a nominal  provision  from a pooled entity in
1998. A moderate  increase in the risk  profile of the loan  portfolio in recent
years,  coupled with sustained  loans growth,  were the major factors behind the
return  to  providing  for  possible  loans  losses  in 1999  and the  increased
provision in 2000.  The size of future  provisions  will reflect  asset  quality
trends  and  management's  ongoing  evaluation,  based on  established  internal
policies and practices, of the risk of loss inherent in the portfolio.

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

NON-INTEREST INCOME

          Table 14 shows the components of non-interest  income for each year in
the three-year  period ended December 31, 2000,  along with the percent  changes
between  years  for  each  component.   Non-interest  income  before  securities
transactions increased 8%, or $5.0 million, in 2000 and 14%, or $8.1 million, in
1999.  Excluding income from sales and other  dispositions of foreclosed  assets
and surplus banking property,  non-interest  income increased 9% in 2000 and 22%
in 1999.

<TABLE>
<CAPTION>
TABLE 14.  NON-INTEREST INCOME
----------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                        2000      % change        1999      %change         1998
----------------------------------------------------------------------------------------------------------------------
<S>                                                        <C>              <C>      <C>            <C>        <C>
Service charges on deposit accounts                        $28,709          3.6%     $27,721        17.1%      $23,668
Credit card income                                          15,208         15.7       13,144        30.5        10,075
Trust service fees                                           9,206          8.2        8,511        26.3         6,739
ATM fees                                                     3,966          6.2        3,735         8.4         3,446
Investment services income                                   2,680         73.1        1,548         5.6         1,466
Secondary mortgage market operations                         2,115        (32.8)       3,149        41.2         2,230
International services income                                2,089          4.0        2,009         6.0         1,895
Other fees and charges                                       2,408         23.4        1,952        11.2         1,755
Other operating income                                       2,633         92.8        1,366       107.9           657
Net gain on sales and other
   dispositions of foreclosed assets                         1,581         33.8        1,182       (80.0)        5,897
Net gains on disposals of surplus property                   1,030        (54.5)       2,262       270.8           610
----------------------------------------------------------------------------------------------------------------------
Total non-interest income before securities
  transactions                                              71,625          7.6       66,579        13.9        58,438
Securities transactions                                          -          (a)            -         (a)           839
----------------------------------------------------------------------------------------------------------------------
Total non-interest income                                  $71,625          7.6%     $66,579        12.3%      $59,277
----------------------------------------------------------------------------------------------------------------------
(a) Not meaningful.
</TABLE>

          Income from service charges on deposit  accounts  increased 4% in 2000
after an increase of 17% in 1999.  Revised fee  structures  for certain  deposit
services in 1999 made a  significant  contribution  to the  improvement  in that
year, as did the overall growth in fee-based  deposit  accounts and  transaction
volume.  Fee-based  deposit accounts also grew in 2000,  including the impact of
acquisitions,  but corresponding  growth in service charge income was restrained
in part by the impact of higher  short-term market rates on average during 2000.
Higher  rates  increase  the  earnings  credit  that is  allowed as an offset to
service charges on certain  business  accounts.  At the same time, the increased
value of these  non-interest-bearing  deposits in a higher rate  environment  is
reflected  in net interest  income.  Deposit fee growth in recent years has also
been affected by the  promotion of accounts with bundled  products and services,
including    lower   fee    deposit    products,    to   attract    and   retain
multiple-relationship customers.

          Credit  card  income  grew 16% in 2000 and 30% in  1999.  This  income
category includes fees from merchant  processing services and fees from activity
on Bank-issued credit and debit cards. Income from the major component, merchant
processing  service  fees,  increased  9% in 2000 after a 23%  increase in 1999.
Reflecting a strategic  adjustment to service-fee  schedules and contract terms,
the merchant  customer base  contracted  slightly  during 2000 after a period of

                              Page 23 of 72 Pages
<PAGE>
fairly  rapid growth  through  successful  sales  efforts  across the  Company's
expanded market area. With the new schedules and terms,  the Company was able to
generate the 9% income  increase in 2000 with a merchant volume increase of only
4%. Fee  income  from debit card  activity  has made an  increasingly  important
contribution, rising from 10% of this category in 1998 to 19% in 2000. In recent
years,  the Company  expanded the distribution of its debit card product and saw
increasing   acceptance  and  use  of  these  cards  for  retail   transactions.
Transaction  volume  in 2000  alone  was 45%  higher  than  in  1999  while  the
cardholder  base  increased  approximately  30%.  Fee income  from  credit  card
activity grew 20% in 2000, consistent with the growth in transaction volume, and
was up 28% in 1999.

          Trust service fees increased 8% in 2000 and 26% in 1999. Marketing and
incentive-based  sales  efforts  across  the  Company's  market  area were again
successful in 2000 in building the customer base for trust  services.  Unlike in
2000,  however,  the growth in trust service fees in 1999 and other recent years
had also benefited from a strong performance in the financial markets.

          Whitney  Securities,  the Company's  broker-dealer unit, had its first
full year of  operations  in 2000 after its  inception  in the third  quarter of
1999.  The  performance  of this  unit was the  primary  factor  behind  the 73%
increase in investment  services income in 2000.  Investment service income grew
6% in 1999.

          With a rise in market rates in the latter part of 1999 that  continued
through most of 2000,  retail mortgage loan production  slowed and the Company's
origination  efforts shifted to adjustable rate loans that it decided to hold in
portfolio.  This  resulted in a 33% decline in income  from  secondary  mortgage
market operations in 2000. The 41% increase in this income category in 1999 came
as a favorable rate environment and increased mortgage product emphasis produced
high volumes of new fixed-rate loans that the Company has traditionally  sold in
the secondary  market.  Late in the third quarter of 2000,  the Company  shifted
away from retaining new retail mortgage loans for the portfolio.  This shift and
declining  market rates led to secondary  market income in the fourth quarter of
2000 that was 41% higher  than the third  quarter  and 69% above  1999's  fourth
quarter.

          Late in the second  quarter of 1999,  the Company opened a new parking
facility  next to its main office.  The  operating  revenue  from this  facility
totaled  $1.2  million in 2000 and $.6 million in 1999 and  accounts for half of
the increase in the other  operating  income  category in 2000 and almost all of
the increase in 1999. The remaining  increase in this category  between 1999 and
2000 resulted mainly from certain non-recurring items.

          Net gains on sales and other dispositions of foreclosed assets include
income  from  sales  of  pre-1933   assets  that  vary  from  year  to  year  as
opportunities  for sales  arise.  They also  include  revenue  from  conditional
payouts related to foreclosed  assets that had previously been sold.  Management
evaluates  its  banking  facilities  on an ongoing  basis to  identify  possible
under-utilization  and  to  determine  the  need  for  functional  improvements,
relocations or possible sales. The Bank closed five  transactions  involving its
facilities in 2000, six transactions in 1999 and several additional transactions
in  1998.  The net  gains  recognized  in  each  period  from  these  and  other
dispositions of surplus banking property are shown in Table 14.

                              Page 24 of 72 Pages
<PAGE>
NON-INTEREST EXPENSE

          Table  15  shows  the  components  of  non-interest   expense  without
merger-related  expenses for each year in the  three-year  period ended December
31,  2000,  along with the percent  changes  between  years for each  component.
Non-interest expense before merger-related expenses increased 7% in 2000 after a
3% increase  in 1999.  The higher  overall  rate of increase in 2000 was largely
attributable to operations of the banks purchased in 2000,  including  purchased
intangibles  amortization  of $2.5  million.  Excluding  these  operations,  the
increase in 2000 would have been approximately 3%, the same as in 1999.

<TABLE>
<CAPTION>
TABLE 15.  NON-INTEREST  EXPENSE
---------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                       2000      % change        1999     % change        1998
---------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>               <C>     <C>               <C>    <C>
Employee compensation                                    $ 88,709          6.5%    $ 83,293          .2%    $ 83,105
Employee benefits                                          14,990          1.5       14,772         3.5       14,272
---------------------------------------------------------------------------------------------------------------------
  Total personnel expense                                 103,699          5.7       98,065          .7       97,377
Equipment and data processing expense                      22,267          1.0       22,041        14.4       19,261
Net occupancy expense                                      17,401         11.4       15,614         4.5       14,938
Credit card processing services                            10,306          9.1        9,448        27.6        7,405
Telecommunication and postage                               8,315          5.4        7,887         9.7        7,188
Ad valorem taxes                                            6,494          4.2        6,232        18.3        5,270
Amortization of intangible assets                           6,027         59.4        3,781        36.2        2,777
Legal and professional services                             5,334         10.6        4,823       (12.2)       5,493
Security and other outsourced services                      6,404          9.5        5,848         6.8        5,475
Stationery and supplies                                     3,935         (8.4)       4,298        (3.8)       4,468
Advertising                                                 3,273         49.2        2,194       (28.6)       3,074
Deposit insurance and regulatory fees                       1,669         26.8        1,316        11.3        1,182
Miscellaneous operating losses                              1,679         41.3        1,188       (50.7)       2,409
Training expense                                            1,004         31.4          764       (64.4)       2,148
Other operating expenses                                    9,994         (5.5)      10,580         7.0        9,885
---------------------------------------------------------------------------------------------------------------------
Non-interest expense, before
  merger-related expenses                                 207,801          7.1      194,079         3.0      188,350
Merger-related expenses                                     1,102          (a)            -         (a)        6,149
---------------------------------------------------------------------------------------------------------------------
Total non-interest expense                               $208,903          7.6%    $194,079         (.2)%   $194,499
---------------------------------------------------------------------------------------------------------------------
(a) Not meaningful.
</TABLE>

          Personnel  expense  increased 6%, or $5.6 million,  in 2000 and 1%, or
$.7 million, in 1999. Excluding acquired  operations,  the 2000 increase was 3%,
or $2.5 million, with employee salaries and incentive compensation rising 3%, or
$2.7 million,  and employee benefits decreasing 1%, or $.2 million.  Following a
7% reduction in the Company's  full-time  equivalent  employee base during 1999,
there was limited  employment  growth in 2000 apart from  acquisitions,  and the
average employee base for the year was  approximately 2% below 1999's level. The
favorable  impact of this net  reduction  in  average  staff  levels for 2000 on
compensation  expense was offset by regular merit  increases and higher employee
sales incentive compensation, increased hiring incentives, and a $.3 million net
increase in executive  incentive plan compensation.  An $.8 million reduction in
the  actuarially  determined  expense for the defined  benefit pension plan more
than offset the anticipated rise in health benefit plan fees in 2000, leading to
the net decrease in employee benefits expense excluding acquired operations.

          Employee  salaries and incentive  compensation  was  essentially  flat
between  1998 and 1999.  In  addition  to the 7% staff  reduction  in 1999,  the
Company  carefully  managed the rate of regular merit  increases and established
additional  incentive-based  compensation programs.  Employee benefits increased
approximately $.5 million, or 4%, in 1999. A reduction in health benefit expense
from the unusually high level in 1998 under a self-insured medical plan was more
than offset by a $1.1 million increase in the net periodic expense recognized in
1999 for the  defined  benefit  pension  plan.

                              Page 25 of 72 Pages
<PAGE>
Beginning in 1999,  the Company  provided all health  benefits  under set fee or
premium arrangements with service providers.

          Equipment and data processing expense increased 1%, or $.2 million, in
2000 after an  increase of 14%, or $2.8  million,  in 1999.  During 1998 and the
first half of 1999,  the Company  completed the final phases of the rollout of a
new branch delivery system and standardized  office automation  network, as well
as  the  automation  of  certain   back-office   functions.   Depreciation   and
amortization provisions related to these projects were a major factor behind the
increase in this expense category for 1999. Branch expansion, including the Lake
Charles  branch  acquisition  in September  1998,  also  contributed to the 1999
increase. The lack of significant capital projects since then helped contain the
growth in this expense category during 2000,  despite the added cost of acquired
operations  and recurring  costs  associated  with newly offered  Internet-based
banking services.  The elimination of company-owned  vehicles in early 2000 also
had a favorable impact.

          Net  occupancy  expense  increased  11%,  or $1.8  million,  in  2000,
following a 5%, or $.7 million, increase in 1999. Over one third of the increase
in 2000 was  attributable  to the  operations  of  acquired  banks.  Other major
factors  included  the net increase in recurring  expenses  associated  with the
relocation  of  certain  Louisiana  bank  operations  to  more  suitable  leased
premises,  depreciation  on  renovations  designed to improve the appearance and
functionality  of certain  facilities,  and the impact of the first full year of
operating  expenses  for the  parking  garage  that was opened in mid 1999.  The
parking  garage and facility  renovations  also  contributed  to the increase in
occupancy expense in 1999, as did the purchase and construction of new branches.
1999's  expense  includes the first full year of operations  of eight  locations
purchased in Lake Charles in the latter part of 1998 and nine newly  constructed
branches opened in 1998, including four replacement  facilities.  Two additional
branches were opened in early 1999. For both 2000 and 1999,  the  elimination of
under-utilized facilities helped offset the growth in occupancy expense from the
factors cited above.  In addition,  beginning in 1999,  the Company  reevaluated
many of its facilities  maintenance contracts and negotiated changes that helped
produce a net  reduction  in  maintenance  and repairs  expense in both 1999 and
2000.  For 1999, the overall  reduction in  maintenance  and repair expense also
reflected an unusually high level of unscheduled repair work in 1998.

          Credit card processing  services expense  increased 9% in 2000 and 28%
in 1999. These increases  compare with related revenue growth of 16% in 2000 and
30% in 1999.  The more  favorable  spread between the revenue and expense growth
rates in 2000 mainly  reflected the impact of adjustments to certain service fee
schedules in 2000 as discussed earlier.

          Telecommunication  and postage expense increased 5% in 2000 and 10% in
1999.  An expanding  branch  network and overall  growth in the  customer  base,
including the impact of acquisitions,  were contributing  factors in both years.
The  increase in 1999 also  reflects a postal rate  increase,  and another  rate
increase is scheduled  to take effect in early 2001.  The increase in ad valorem
taxes over this period is discussed below in the section on Income Taxes.

          As noted earlier,  the  amortization of intangible  assets acquired in
bank purchases  during 2000 totaled $2.5 million for the year,  which led to the
59% increase in this expense  category  over 1999.  This total will  increase to
$3.8 million with a full year's  amortization in 2001. The 36%, or $1.0 million,
increase  in this  expense  category in 1999 was caused by the  amortization  of
intangible assets acquired with the Lake Charles branch purchase in late 1998.

          The expense for legal and other professional services increased 11% in
2000 after decreasing 12% in 1999. These fluctuations mainly relate to non-legal
consulting and other professional  services.  Consulting services related to the
Company's entry into the Houston, Texas market and market research services were
the major factors  behind the increase in 2000,  offsetting  the  elimination of
services for Year 2000  remediation  testing in the prior year.  The decrease in
1999  reflected the use of  consultants  in 1998 for design work on the customer
call center as well as the lower level of consulting  services  required in 1999
for Year 2000 efforts.

          The  favorable  impact of expense  control  efforts in recent years is
most evident in the stationery and supplies  expense category which decreased 8%
in 2000 and 4% in 1999.  The success of these  efforts  also  factored  into the
decrease in other operating expense in 2000.

          At the  end of  1999,  the  Company  outsourced  certain  back  office
operations.  This together with the processing  services for Whitney  Securities
were the main  factors  behind the 10%  increase in the expense for security and
other  outsourced  services in 2000. The staff  reductions  from the outsourcing
decision  benefited  personnel  expense.  Branch expansion caused most of the 7%
increase in this category in 1999.

          Advertising  expense  increased  49%, or $1.1  million,  in 2000 after
decreasing 29%, or $.9 million, in 1999.  Introductory  campaigns in the Houston
market,  promotion  of the  Company's  new  Internet-banking  services  and some

                              Page 26 of 72 Pages
<PAGE>
increase in  product-specific  sales campaigns  contributed to the rise in 2000.
The  decrease in 1999 partly  reflected  higher  costs in 1998  associated  with
mergers and acquisitions.

          The marked $1.4 million decrease in training expense in 1999 reflected
the system wide customer-focused sales training program substantially  completed
in 1998. This program  complemented  the rollout of the branch delivery  system,
and both were designed to benefit revenue growth in future periods.

          The Company and its acquired entities recognize various  non-recurring
expenses  to  complete  merger   transactions  and  to  integrate  the  acquired
operations into the Whitney system. These merger-related expenses include change
in control  payments  and  severance  or retention  bonuses for  management  and
employees  of  a  merged  entity,  investment  banker  fees,  fees  for  various
professional   services  and  losses  on   cancellation  of  contracts  and  the
disposition  of  obsolete  and  redundant   facilities   and  equipment.   Total
merger-related  expenses vary with each transaction.  In connection with the two
merger   transactions   completed  in  January  2001,  the  Company  anticipates
recognizing approximately $4.4 million of merger and integration expenses in the
first quarter of 2001.

INCOME TAXES

          Income tax expense was $32.8  million in 2000,  $29.8  million in 1999
and $25.2 million in 1998.  The increases in income tax expense over these years
resulted primarily from the growth in pretax income. The Company's effective tax
rate was 32.9% in 2000 and 32.3% in both 1999 and 1998.  These  effective  rates
were  lower  than the 35%  federal  statutory  tax  rate  primarily  because  of
tax-exempt  interest  income  received  from the  financing  of state  and local
governments.  Louisiana-sourced  income of  commercial  banks is not  subject to
state income taxes.  Rather,  banks in Louisiana pay a tax based on the value of
their capital stock in lieu of income and franchise  taxes, and these ad valorem
taxes are included in non-interest expense. This expense will fluctuate based in
part on the growth in the  Company's  equity and  earnings  and in part based on
market valuation trends for the banking industry.

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

FOURTH QUARTER RESULTS

          The Company  earned $.76 per share,  or $17.5  million,  in the fourth
quarter  of 2000,  a 3%  increase  over the $.74 per  share,  or $16.7  million,
reported for the fourth quarter of 1999. The quarterly  results for 2000 exclude
$.7 million of tax-effected merger-related expenses. Non-interest income for the
2000 quarter includes  approximately $.9 million of net gains on dispositions of
banking  facilities and pre-1933 assets.  Similar net gains totaled $1.8 million
in 1999's fourth quarter.

         Selected highlights from the fourth quarter's results follow:

o             Net  interest  income (TE) increased 8%, or $4.5 million, from the
              fourth quarter of 1999, with  approximately  half  attributable to
              the  operations  of banks  acquired  in 2000  and half  reflecting
              continued  loan growth in  established  markets.  The net interest
              margin was 4.58% for the fourth  quarter of 2000, a 33 basis point
              decrease from the 4.91% margin for the year-earlier  quarter. This
              margin  compression stems both from upward pressure on the cost of
              interest-bearing funds from higher market rates as well as from an
              increase  in  the  proportion  of  higher-cost  sources  of  funds
              supporting the growing base of earning assets.

o             Excluding the net gains mentioned earlier, non-interest  income in
              the fourth  quarter of 2000 was 11%, or $1.7 million,  higher than
              in 1999's final quarter.  The increase was 8%, or $1.2 million, if
              acquired bank operations are excluded.  Investment  service income
              doubled,   helped  in  part  by  brokerage   activity  at  Whitney
              Securities.  Income from secondary mortgage market operations rose
              69% from the fourth  quarter of 1999 following a shift late in the
              third quarter of 2000 away from the origination of retail mortgage
              loans for the portfolio.  Trust service fees also improved, by 7%,
              over the fourth  quarter of 1999,  and fees from  credit and debit
              card activity grew 5%.

o             Expense  control  efforts  have  helped   moderate  the  growth in
              non-interest expense throughout 2000. Although fourth quarter 2000
              non-interest  expense  before  merger-related  costs was up 6%, or
              $3.2 million,  compared to 1999's fourth quarter, the increase was
              largely  attributable  to  operations  of banks  acquired in 2000,
              including  purchased  intangibles  amortization  of  $.8  million.
              Excluding these operations,  the year-to-year  increase would have
              been only .4%, or $.2 million.

                              Page 27 of 72 Pages
<PAGE>
o             The  Company provided $2.5 million for possible loan losses in the
              fourth quarter of 2000, as compared to a $1.8 million provision in
              1999's  fourth  quarter.  The growth in loans and an  increase  in
              non-performing   assets  were  important   factors  behind  higher
              quarterly  loss  provisions  in  2000.  Net  charge-offs  were $.8
              million in the fourth quarter of 2000, slightly less that the $1.0
              million  reported for the  year-earlier  quarter.  The reserve for
              possible loan losses was 1.30% of total loans at December 31, 2000
              compared to 1.21% at the end of 1999.

          The Summary of Quarterly Financial  Information in Item 8 of this Form
10-K on page 58 provides selected comparative  financial information for each of
the four quarters in 2000 and 1999 and is incorporated by reference herein.

Item 7a: QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

         Incorporated by reference to Item 7 of this Form 10-K, pages 17 and 18.

                              Page 28 of 72 Pages
<PAGE>
<TABLE>
<CAPTION>
Item 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                   WHITNEY HOLDING COPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                                                                                       December 31
---------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                          2000                  1999
---------------------------------------------------------------------------------------------------------------------------
ASSETS
<S>                                                                                        <C>                   <C>
  Cash and due from financial institutions                                                 $ 256,825             $ 230,690
  Investment in securities
     Securities available for sale                                                           456,758               206,932
     Securities held to maturity, fair values of $919,039 and $1,055,013, respectively       924,927             1,084,931
---------------------------------------------------------------------------------------------------------------------------
        Total investment in securities                                                     1,381,685             1,291,863
  Federal funds sold and short-term investments                                               10,764                18,691
  Loans, net of unearned income                                                            4,301,282             3,673,047
     Reserve for possible loan losses                                                        (55,781)              (44,466)
---------------------------------------------------------------------------------------------------------------------------
        Net loans                                                                          4,245,501             3,628,581
---------------------------------------------------------------------------------------------------------------------------
  Bank premises and equipment                                                                168,474               169,715
  Intangible assets                                                                           87,017                33,317
  Accrued interest receivable                                                                 40,458                30,694
  Other assets                                                                                51,352                50,837
---------------------------------------------------------------------------------------------------------------------------
        Total assets                                                                     $ 6,242,076           $ 5,454,388
---------------------------------------------------------------------------------------------------------------------------

LIABILITIES
  Non-interest-bearing demand deposits                                                   $ 1,389,386           $ 1,230,509
  Interest-bearing deposits                                                                3,570,791             3,078,889
---------------------------------------------------------------------------------------------------------------------------
        Total deposits                                                                     4,960,177             4,309,398
---------------------------------------------------------------------------------------------------------------------------
  Short-term borrowings                                                                      595,838               541,357
  Accrued interest payable                                                                    21,702                12,389
  Accounts payable and other accrued liabilities                                              41,399                34,141
---------------------------------------------------------------------------------------------------------------------------
        Total liabilities                                                                  5,619,116             4,897,285
---------------------------------------------------------------------------------------------------------------------------

SHAREHOLDERS' EQUITY
  Common stock, no par value
    Authorized --100,000,000 shares
    Issued -- 23,745,512 shares                                                                2,800                 2,800
  Capital surplus                                                                            141,059               141,512
  Retained earnings                                                                          495,181               461,025
  Accumulated other comprehensive income                                                       1,916                (3,483)
  Treasury stock at cost -- 393,582 and 1,171,458 shares, respectively                       (13,680)              (40,678)
  Unearned restricted stock compensation                                                      (4,316)               (4,073)
---------------------------------------------------------------------------------------------------------------------------
        Total shareholders' equity                                                           622,960               557,103
---------------------------------------------------------------------------------------------------------------------------
        Total liabilities and shareholders' equity                                       $ 6,242,076           $ 5,454,388
---------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.
</TABLE>
                              Page 29 of 72 Pages
<PAGE>
<TABLE>
<CAPTION>
                  WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                             Years Ended December 31
--------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                                            2000          1999          1998
--------------------------------------------------------------------------------------------------------------------------
INTEREST INCOME
<S>                                                                                 <C>           <C>           <C>
  Interest and fees on loans                                                        $ 333,744     $ 266,895     $ 246,534
  Interest and dividends on investments
    U.S. Treasury securities                                                            7,405         9,616        17,010
    U.S. agency securities                                                             35,433        28,736        28,024
    Mortgage-backed securities                                                         30,144        32,286        28,138
    Obligations of states and political subdivisions                                    8,874         9,210         7,423
    Federal Reserve stock and other corporate securities                                  883           544           573
  Interest on federal funds sold and short-term investments                             1,204         2,526         8,411
--------------------------------------------------------------------------------------------------------------------------
    Total interest income                                                             417,687       349,813       336,113
--------------------------------------------------------------------------------------------------------------------------

INTEREST EXPENSE
  Interest on deposits                                                                135,288       106,131       107,458
  Interest on short-term borrowings                                                    35,286        17,934        15,523
--------------------------------------------------------------------------------------------------------------------------
    Total interest expense                                                            170,574       124,065       122,981
--------------------------------------------------------------------------------------------------------------------------

NET INTEREST INCOME                                                                   247,113       225,748       213,132
PROVISION FOR POSSIBLE LOAN LOSSES                                                     10,000         6,000            73
--------------------------------------------------------------------------------------------------------------------------
NET INTEREST INCOME AFTER PROVISION FOR POSSIBLE LOAN LOSSES                          237,113       219,748       213,059
--------------------------------------------------------------------------------------------------------------------------

NON-INTEREST INCOME
  Service charges on deposit accounts                                                  28,709        27,721        23,668
  Credit card income                                                                   15,208        13,144        10,075
  Trust service fees                                                                    9,206         8,511         6,739
  Other non-interest income                                                            18,502        17,203        17,956
  Securities transactions                                                                   -             -           839
--------------------------------------------------------------------------------------------------------------------------
    Total non-interest income                                                          71,625        66,579        59,277
--------------------------------------------------------------------------------------------------------------------------

NON-INTEREST EXPENSE
  Employee compensation                                                                88,709        83,293        84,537
  Employee benefits                                                                    14,990        14,772        14,283
--------------------------------------------------------------------------------------------------------------------------
    Total personnel expense                                                           103,699        98,065        98,820
  Equipment and data processing expense                                                22,267        22,041        19,555
  Net occupancy expense                                                                17,401        15,614        14,943
  Credit card processing services                                                      10,306         9,448         7,405
  Telecommunication and postage                                                         8,315         7,887         7,188
  Ad valorem taxes                                                                      6,494         6,232         5,270
  Amortization of intangibles                                                           6,027         3,781         2,777
  Legal and professional fees                                                           6,062         4,823         7,734
  Other non-interest expense                                                           28,332        26,188        30,807
--------------------------------------------------------------------------------------------------------------------------
    Total non-interest expense                                                        208,903       194,079       194,499
--------------------------------------------------------------------------------------------------------------------------

INCOME BEFORE INCOME TAXES                                                             99,835        92,248        77,837
INCOME TAX EXPENSE                                                                     32,807        29,828        25,158
--------------------------------------------------------------------------------------------------------------------------
NET INCOME                                                                           $ 67,028      $ 62,420      $ 52,679
--------------------------------------------------------------------------------------------------------------------------

EARNINGS PER SHARE
  Basic                                                                                $ 2.94        $ 2.71        $ 2.26
  Diluted                                                                                2.94          2.70          2.24
WEIGHTED-AVERAGE SHARES OUTSTANDING
  Basic                                                                            22,775,529    23,013,671    23,283,458
  Diluted                                                                          22,837,339    23,091,105    23,499,643
--------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>
                              Page 30 of 72 Pages
<PAGE>
<TABLE>
<CAPTION>
                  WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

                                                                             Accumulated                Unearned
                                                                                Other                  Restricted
                                              Common    Capital    Retained  Comprehensive Treasury      Stock
(dollars in thousands, except per share data)  Stock    Surplus    Earnings     Income        Stock   Compensation    Total
-----------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>      <C>         <C>             <C>     <C>          <C>         <C>
Balance at December 31, 1997                  $2,800   $127,316    $403,892        $373    $ (3,685)    $(5,560)    $525,136
-----------------------------------------------------------------------------------------------------------------------------
  Comprehensive income:
    Net income                                     -          -      52,679           -           -           -       52,679
    Other comprehensive income:
      Unrealized net holding loss on securities,
        net of reclassification adjustments and
         taxes                                     -          -           -        (645)          -           -         (645)
-----------------------------------------------------------------------------------------------------------------------------
  Total comprehensive income                       -          -      52,679        (645)          -           -       52,034
-----------------------------------------------------------------------------------------------------------------------------
  Cash dividends, $1.20 per share                  -          -     (27,041)          -           -           -      (27,041)
  Cash dividends, pooled entities                  -          -        (650)          -           -           -         (650)
  Stock sold to dividend reinvestment and
     employee retirement plans                     -      6,005           -           -         150           -        6,155
  Long-term incentive plan stock activity:
     Restricted grants and related activity, net   -      3,363           -           -      (1,115)        878        3,126
     Options exercised                             -      1,479           -           -          (7)          -        1,472
  Directors' compensation plan stock activity      -        292           -           -          44           -          336
  Stock options from pooled entities exercised     -        393           -           -           -           -          393
-----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1998                   2,800    138,848     428,880        (272)     (4,613)     (4,682)     560,961
-----------------------------------------------------------------------------------------------------------------------------
  Comprehensive income:
    Net income                                     -          -      62,420           -           -           -       62,420
    Other comprehensive income:
      Unrealized net holding loss on securities,
        net of reclassification adjustments and
         taxes                                     -          -           -      (3,211)          -           -       (3,211)
-----------------------------------------------------------------------------------------------------------------------------
  Total comprehensive income                       -          -      62,420      (3,211)          -           -       59,209
-----------------------------------------------------------------------------------------------------------------------------
  Cash dividends, $1.32 per share                  -          -     (30,275)          -           -           -      (30,275)
  Stock acquired under repurchase program          -          -           -           -     (38,736)          -      (38,736)
  Stock sold to dividend reinvestment and
     employee retirement plans                     -      1,430           -           -       1,329           -        2,759
  Long-term incentive plan stock activity:
     Restricted grants and related activity, net   -        623           -           -         958         609        2,190
     Options exercised                             -        111           -           -         288           -          399
  Directors' compensation plan stock activity      -         22           -           -          96           -          118
  Stock options from pooled entities exercised     -        478           -           -           -           -          478
-----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 1999                   2,800    141,512     461,025      (3,483)    (40,678)     (4,073)     557,103
-----------------------------------------------------------------------------------------------------------------------------
  Comprehensive income:
    Net income                                     -          -      67,028           -           -           -       67,028
    Other comprehensive income:
      Unrealized net holding gain on securities,
        net of reclassification adjustments and
         taxes                                     -          -           -       5,399           -           -        5,399
-----------------------------------------------------------------------------------------------------------------------------
  Total comprehensive income                       -          -      67,028       5,399           -           -       72,427
-----------------------------------------------------------------------------------------------------------------------------
  Cash dividends, $1.44 per share                  -          -     (32,872)          -           -           -      (32,872)
  Stock issued in business acquisition             -       (344)          -           -      22,497           -       22,153
  Stock sold to dividend reinvestment and
     employee retirement plans                     -         46           -           -       3,034           -        3,080
  Long-term incentive plan stock activity:
     Restricted grants and related activity, net   -        140           -           -         797        (243)         694
     Options exercised                             -        (51)          -           -         240           -          189
  Directors' compensation plan stock activity      -          -           -           -         120           -          120
  Stock options from pooled entities exercised     -       (244)          -           -         310           -           66
-----------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2000                  $2,800   $141,059    $495,181      $1,916    $(13,680)    $(4,316)    $622,960
-----------------------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.
</TABLE>
                              Page 31 of 72 Pages
<PAGE>
<TABLE>
<CAPTION>
                  WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                               Years Ended December 31
----------------------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                                                     2000         1999          1998
----------------------------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                                                    <C>           <C>           <C>
  Net income                                                                           $ 67,028      $ 62,420      $ 52,679
  Adjustments to reconcile net income to net cash provided by operating activities:
      Depreciation and amortization of bank premises and equipment                       19,510        19,325        16,042
      Amortization of purchased intangibles                                               6,027         3,781         2,777
      Restricted stock compensation earned                                                2,307         3,298         3,292
      Securities premium amortization, net of discount accretion                            530         1,471         1,086
      Provision for possible loan losses                                                 10,000         6,000            73
      Provision for losses on foreclosed assets                                              89           201           128
      Net gains on sales and other dispositions of foreclosed assets                     (1,224)       (1,182)       (5,897)
      Net (gains) losses on sales and other dispositions of surplus property             (1,030)       (2,262)           51
      Net gains on sales of investment securities                                             -             -          (839)
      Deferred tax benefit                                                               (4,557)       (2,021)         (486)
      Increase (decrease) in accrued income taxes                                           985           811           (51)
      (Increase) decrease in accrued interest receivable and prepaid expenses            (8,496)        2,129           420
      Increase in accrued interest payable and other accrued expenses                    12,790         1,705         1,462
----------------------------------------------------------------------------------------------------------------------------
        Net cash provided by operating activities                                       103,959        95,676        70,737
----------------------------------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Proceeds from maturities of investment securities held to maturity                    173,789       374,605       551,791
  Purchases of investment securities held to maturity                                   (14,476)     (226,085)     (522,828)
  Proceeds from maturities of investment securities available for sale                   55,830        67,945       105,698
  Proceeds from sales of investment securities available for sale                             -             -         1,051
  Purchases of investment securities available for sale                                (157,635)     (174,652)       (4,927)
  Net increase in loans                                                                (526,275)     (405,341)     (371,130)
  Net (increase) decrease in federal funds sold and short-term investments                9,677       132,819      (127,709)
  Proceeds from sales and other dispositions of foreclosed assets                         2,725         2,780         8,089
  Proceeds from sales of surplus property                                                 4,107         5,812         1,734
  Purchases of bank premises and equipment                                              (13,177)      (23,337)      (36,936)
  Net cash (paid) received in business acquisitions                                     (45,141)            -        83,459
  Other, net                                                                             (2,618)       (6,831)          (92)
----------------------------------------------------------------------------------------------------------------------------
       Net cash used in investing activities                                           (513,194)     (252,285)     (311,800)
----------------------------------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Net increase (decrease) in transaction account and savings account deposits            36,176        (3,761)      238,370
  Net increase (decrease) in time deposits                                              374,934        56,497       (66,496)
  Net increase in short-term borrowings                                                  54,481       186,035        65,636
  Proceeds from issuance of common stock                                                  3,316         3,354         8,201
  Purchases of common stock                                                              (1,622)      (39,948)       (1,300)
  Cash dividends                                                                        (31,915)      (29,841)      (26,443)
----------------------------------------------------------------------------------------------------------------------------
       Net cash provided by financial activities                                        435,370       172,336       217,968
----------------------------------------------------------------------------------------------------------------------------
       Increase (decrease) in cash and cash equivalents                                  26,135        15,727       (23,095)
       Cash and cash equivalents at beginning of year                                   230,690       214,963       238,058
----------------------------------------------------------------------------------------------------------------------------
       Cash and cash equivalents at end of year                                       $ 256,825     $ 230,690     $ 214,963
----------------------------------------------------------------------------------------------------------------------------

Cash received during the year for:
   Interest income                                                                    $ 410,690     $ 350,189     $ 340,793
Cash paid during the year for:
   Interest expense                                                                   $ 161,632     $ 123,905     $ 122,066
   Income taxes                                                                          35,939        29,800        23,482
----------------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of these financial statements.
</TABLE>

                              Page 32 of 72 Pages
<PAGE>
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1

NATURE OF BUSINESS
          Whitney Holding  Corporation (the Company) is a Louisiana bank holding
company  headquartered  in  New  Orleans,  Louisiana.  The  Company's  principal
subsidiary is Whitney  National  Bank,  which has been in  continuous  operation
since 1883 and represents  virtually all of the operations and net income of the
Company.  Another  banking  subsidiary,  First  National  Bank of Gonzales,  was
acquired in late 2000 and will be merged  into  Whitney  National  Bank upon the
completion  of a systems  conversion  scheduled  for the first  quarter of 2001.
Throughout  this annual report,  references to the "Bank" will encompass both of
these banking subsidiaries.

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

NOTE 2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT PRONOUNCEMENTS
          The  accounting  and  reporting   policies  of  the  Company  and  its
subsidiaries  follow  generally  accepted  accounting  principles  and practices
within the banking industry.  The following is a summary of the more significant
accounting policies:

Basis of Presentation

          The  consolidated  financial  statements  include the  accounts of the
Company  and  its  subsidiaries.   All  significant  intercompany  balances  and
transactions have been eliminated.  The Company reports the balances and results
of operations  from business  combinations  accounted for as purchases  from the
respective  dates of acquisition  (see Note 3). Prior year financial  statements
are restated to reflect subsequent business combinations,  if any, accounted for
as poolings of interests. Certain financial information for prior years has been
reclassified to conform to the current year's presentation.

Use of Estimates

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

Investment in Securities

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

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

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

          Securities not meeting the criteria to be classified as either trading
securities or securities  held to maturity are  classified as available for sale
and are  carried  at fair  value.  Net  unrealized  holding  gains or losses are
excluded from net income and are recognized in other comprehensive income and in
accumulated other  comprehensive  income, a separate  component of shareholders'
equity.
                              Page 33 of 72 Pages
<PAGE>
          Interest  and  dividend  income  earned on  securities  either held to
maturity or available  for sale are  recognized  in interest  income,  including
amortization of premiums and accretion of discounts  computed using the interest
method.  Realized  gains and losses on  securities  either  held to  maturity or
available for sale are computed  based upon  specifically  identified  amortized
cost and are reported as a separate component of non-interest income.

Loans

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

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

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

Reserve for Possible Loan Losses

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

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

Bank Premises and Equipment

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

Foreclosed Assets and Surplus Property

          Collateral  acquired through foreclosure or in settlement of loans and
surplus  property are reported  with other  assets in the  consolidated  balance
sheets. With the exception of pre-1933 property interests,  which are assigned a
nominal book value,  these assets are  recorded at  estimated  fair value,  less
estimated  selling costs,  if this value is lower than the carrying value of the
related loan or property asset. The initial  reduction in the carrying amount of
a loan to the fair value of the  collateral  received  is charged to the reserve
for possible loan losses.  Losses arising from the transfer of bank premises and
equipment  to surplus  property  are  charged to  current  earnings.  Subsequent
valuation  adjustments for either foreclosed assets or surplus property are also
included in

                              Page 34 of 72 Pages
<PAGE>
current  earnings,  as are the revenues and expenses  associated  with  managing
these assets prior to sale.

Intangible Assets

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

Income Taxes

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

Earnings Per Share

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

Statements of Cash Flows

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

Operating Segment Disclosures

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

Other

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

Recent Pronouncements

          The Securities and Exchange  Commission  (SEC) issued Staff Accounting
Bulletin  (SAB) 101 in December 1999. SAB 101 presented the SEC staff's views on
and guidance in applying  generally  accepted  accounting  principles to revenue
recognition  in  financial  statements.  Compliance  with this  guidance  became
mandatory as of December 31, 2000. The Company has determined  that its existing
revenue recognition  practices comply in all material respects with the guidance
in SAB 101.

                              Page 35 of 72 Pages
<PAGE>
          The provisions of SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities," as amended by SFAS No. 138, are effective as of January
1, 2001 for the Company. These statements provide a comprehensive and consistent
standard  for  the  recognition  and  measurement  of  derivatives  and  hedging
activities, in which the Company does not presently participate.  Upon adoption,
the Company may transfer any security  held to maturity  into the  available for
sale category  without calling into question the Company's  intent to hold other
debt securities to maturity.  The Company elected to make such  transfers  as is
discussed in Note 4. Other than for the effects of these transfers, the adoption
of this  accounting  standard  did not have a material  effect on the  Company's
financial position or results of operations.

NOTE 3

MERGERS AND ACQUISITIONS

Poolings of Interest

          In early 2001,  the Company  completed two  acquisitions  that will be
accounted  for as  poolings  of  interests.  American  Bank  in  Houston,  Texas
(American) was acquired on January 23, 2001.  American has five locations in the
Houston  area with $275  million in total  assets and $247  million in deposits.
American shareholders received 1,815,000 Company shares in this transaction.  On
January 30, 2001, the Company acquired Prattville Financial Services Corporation
(PFSC), whose principal subsidiary is Bank of Prattville. Bank of Prattville has
approximately  $160  million in total assets and $136 million of deposits in its
three locations in the  metropolitan  area of Montgomery,  Alabama.  The Company
exchanged 1,060,304 shares of its common stock in this transaction.

          Selected pro forma financial information for the Company, assuming the
2001  acquisitions  had been  completed at the  beginning  of the earliest  year
presented, is as follows:

<TABLE>
<CAPTION>
-------------------------------------- -------------------- ------------------- --------------------
(unaudited, dollars in thousands,
except per share data)                                2000                1999                 1998
-------------------------------------- -------------------- ------------------- --------------------
<S>                                               <C>                 <C>                  <C>
Net interest income                               $267,320            $243,268             $229,650
Non-interest income                                 74,864              68,751               61,424
Net income                                          72,842              67,326               56,801
Earnings per share
    Basic                                            $2.84               $2.60                $2.17
    Diluted                                           2.83                2.59                 2.15
-------------------------------------- -------------------- ------------------- --------------------
</TABLE>

          In 1998,  the  Company  completed  three other  business  acquisitions
accounted for as poolings of interests. The financial institutions acquired were
Meritrust  Federal Savings Bank  (Meritrust),  Thibodaux,  Louisiana;  Louisiana
National Security Bank (LNSB), Donaldsonville, Louisiana; and The First National
Bancorp of Greenville,  Inc.  (Greenville),  Greenville,  Alabama. The following
table shows the merger date,  assets  acquired and the number of Company  common
shares  issued for each of the  pooling-of-interests  acquisitions  completed in
1998.

<TABLE>
<CAPTION>
----------------------------- ------------------------- ----------------------- --------------------
(dollars in millions)                      Merger Date     Assets Acquired            Shares Issued
----------------------------- ------------------------- ----------------------- --------------------
<S>                                    <C>                       <C>                        <C>
Greenville                             August 21, 1998           $115                       720,938
LNSB                                      May 16, 1998           $104                       542,476
Meritrust                               April 24, 1998           $233                     1,046,686
----------------------------- ------------------------- ----------------------- --------------------
</TABLE>

                              Page 36 of 72 Pages
<PAGE>
Purchase Transactions

          During 2000, the Company completed two business acquisitions,  both of
which  were  accounted  for as  purchases.  On  November  2, 2000,  the  Company
purchased First Ascension Bancorp, Inc. and its subsidiary,  First National Bank
of Gonzales,  which had $90 million in total  assets,  including  $60 million in
loans, and $77 million in total deposits in four locations in Ascension  Parish,
Louisiana. The Company issued 647,262 shares of common stock in this transaction
that is valued at  approximately  $22.1 million.  On February 18, 2000,  Bank of
Houston was acquired for cash of $58 million.  At  acquisition,  Bank of Houston
had $180 million in assets,  including $44 million in loans, and $142 million in
deposits  at its  two  locations  in the  metropolitan  Houston  area.  Applying
purchase accounting to these  transactions,  the Company recorded $59 million in
intangible   assets,   with  $12  million  assigned  to  the  value  of  deposit
relationships with an estimated life of approximately nine years and $47 million
to goodwill with a twenty-year  estimated life.  Effective October 2000, Bank of
Houston was merged into Whitney National Bank.

          In September 1998, the Bank purchased  substantially all of the assets
and deposits of eight of the branches of The First National Bank of Lake Charles
in southwest  Louisiana.  These branches had  approximately $39 million of loans
and $149 million of deposits at the time of purchase.  In  connection  with this
purchase,  the Bank  recorded  goodwill  and deposit  intangibles  totaling  $21
million.

          The  Company's  financial  statements  include the results  from these
acquired operations since the respective acquisition dates. The pro forma impact
of these acquisitions on the Company's results of operations is insignificant.

NOTE 4

INVESTMENT IN SECURITIES

          Summary information about securities available for sale and securities
held to maturity follows:
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                             Securities Available for Sale
----------------------------------------------------------------------------------------------------------------
                                                         Amortized     Unrealized     Unrealized         Fair
(dollars in thousands)                                     Cost          Gains        (Losses)           Value
----------------------------------------------------------------------------------------------------------------
December 31, 2000
----------------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>          <C>             <C>
U.S. Treasury securities                                 $ 35,852         $1,760       $    (7)        $ 37,605
U.S. Agency securities                                    277,543          3,518          (370)         280,691
Mortgage-backed securities                                124,888            348        (1,832)         123,404
Obligations of states and political subdivisions              134              6             -              140
Other corporate securities                                 14,997              5           (84)          14,918
----------------------------------------------------------------------------------------------------------------
    Total                                                $453,414         $5,637       $(2,293)        $456,758
----------------------------------------------------------------------------------------------------------------
December 31, 1999
----------------------------------------------------------------------------------------------------------------
U.S. Treasury securities                                  $ 8,019         $    5       $   (53)        $  7,971
U.S. agency securities                                    116,690             13        (2,576)         114,127
Mortgage-backed securities                                 85,672             10        (2,151)          83,531
Obligations of states and political subdivisions              634              8             -              642
Other corporate securities                                    758              -           (97)             661
----------------------------------------------------------------------------------------------------------------
    Total                                                $211,773         $   36       $(4,877)        $206,932
----------------------------------------------------------------------------------------------------------------
</TABLE>


                              Page 37 of 72 Pages
<PAGE>
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------
                                          Securities Held to Maturity
----------------------------------------------------------------------------------------------------------------
                                                         Amortized      Unrealized     Unrealized        Fair
(dollars in thousands)                                     Cost           Gains         (Losses)         Value
----------------------------------------------------------------------------------------------------------------
December 31, 2000
----------------------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>         <C>             <C>
U.S. Treasury securities                                $  76,482         $  372      $    (90)       $  76,764
U.S. agency securities                                    324,492            332        (3,275)         321,549
Mortgage-backed securities                                321,884            921        (5,950)         336,855
Obligations of states and political subdivisions          172,669          2,469          (667)         174,471
Federal Reserve stock and other corporate
  securities                                                9,400              -              -           9,400
----------------------------------------------------------------------------------------------------------------
    Total                                               $ 924,927         $4,094      $ (9,982)       $ 919,039
----------------------------------------------------------------------------------------------------------------
December 31, 1999
----------------------------------------------------------------------------------------------------------------
U.S. Treasury securities                                $ 107,574         $  233      $   (711)       $ 107,096
U.S. agency securities                                    358,606              4       (15,413)         343,197
Mortgage-backed securities                                427,074            300       (10,421)         416,953
Obligations of states and political subdivisions          184,151          1,073        (4,983)         180,241
Federal Reserve stock and other corporate
  securities                                                7,526              -              -           7,526
----------------------------------------------------------------------------------------------------------------
    Total                                              $1,084,931         $1,610      $(31,528)      $1,055,013
----------------------------------------------------------------------------------------------------------------
</TABLE>

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

-----------------------------------------------------------------------
                    Securities Available for Sale
-----------------------------------------------------------------------
                                           Amortized              Fair
(dollars in thousands)                          Cost             Value
-----------------------------------------------------------------------
December 31, 2000
-----------------------------------------------------------------------
Within one year                             $ 54,400          $ 54,519
One to five years                            295,665           300,334
Five to ten years                             55,413            54,339
After ten years                               47,936            47,566
-----------------------------------------------------------------------
    Total                                   $453,414          $456,758
-----------------------------------------------------------------------

-----------------------------------------------------------------------
                     Securities Held to Maturity
-----------------------------------------------------------------------
                                           Amortized              Fair
(dollars in thousands)                          Cost             Value
-----------------------------------------------------------------------
December 31, 2000
-----------------------------------------------------------------------
Within one year                             $ 84,065          $ 84,124
One to five years                            469,722           467,612
Five to ten years                            237,843           234,067
After ten years                              133,297           133,236
-----------------------------------------------------------------------
    Total                                   $924,927          $919,039
-----------------------------------------------------------------------

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

                              Page 38 of 72 Pages
<PAGE>
          Securities  with carrying  values of $994 million and $1.03 billion at
December 31, 2000 and 1999, respectively, were sold under repurchase agreements,
pledged to secure  public  deposits  and trust  deposits  or  pledged  for other
purposes.  In these  totals are $90 million in 2000 and $164 million in 1999 for
securities pledged at the Federal Reserve discount window in connection with the
Company's overall contingency funding plans, which, at the end of 1999, included
the Company's Year 2000 contingency plans.

          With the  adoption  of SFAS No. 133  effective  January  1,  2001,  as
discussed  in Note 2,  the  Company  elected  to  transfer  all  mortgage-backed
securities and certain other  securities  that had been classified as being held
to maturity into the  available-for-sale  classification.  The carrying value of
these securities prior to transfer was $528 million.  The net unrealized loss on
the transferred  securities totaling $6.4 million will be reported,  net of tax,
as a component of other comprehensive income in the first quarter of 2001.


NOTE 5

LOANS
         The composition of the Company's loan portfolio follows:
<TABLE>
<CAPTION>

                                                                      December 31
-----------------------------------------------------------------------------------------------------
(dollars in thousands)                                         2000                     1999
-----------------------------------------------------------------------------------------------------
<S>                                                     <C>           <C>        <C>            <C>
Commercial, financial and agricultural                  $1,710,071    39.8%      $1,466,018     39.9%
Real estate loans - commercial and other                 1,403,808    32.6        1,213,465     33.0
Real estate loans - retail mortgage                        860,826    20.0          700,311     19.1
Loans to individuals                                       326,526     7.6          292,680      7.9
Lease financing                                                 51       -              573       .1
-----------------------------------------------------------------------------------------------------
    Total                                               $4,301,282   100.0%      $3,673,047    100.0%
-----------------------------------------------------------------------------------------------------
</TABLE>

          The Bank makes loans in the normal course of business to directors and
executive officers of the Company and the Bank and to their associates  (related
parties).  Loans to related  parties are made on  substantially  the same terms,
including  interest rates and  collateral,  as those  prevailing at the time for
comparable  transactions  with  unrelated  parties and do not involve  more than
normal risks of collectibility  at the time of the transactions.  An analysis of
the changes in such loans during 2000 follows:

------------------------------------------------------------
(dollars in thousands)                                 2000
------------------------------------------------------------
Beginning balance                                   $79,379
Additions                                           120,912
Repayments                                         (122,310)
Net decrease from changes in related parties        (10,512)
------------------------------------------------------------
Ending balance                                      $67,469
------------------------------------------------------------

          Outstanding  commitments  and  letters  of credit to  related  parties
totaled $57 million and $64 million at December 31, 2000 and 1999, respectively.


                              Page 39 of 72 Pages
<PAGE>
NOTE 6

RESERVE FOR POSSIBLE LOAN LOSSES
          A summary  analysis of changes in the reserve for possible loan losses
follows:
<TABLE>
<CAPTION>
                                                                 Years Ended December 31
-----------------------------------------------------------------------------------------------------
(dollars in thousands)                                      2000              1999              1998
-----------------------------------------------------------------------------------------------------
<S>                                                     <C>               <C>               <C>
Balance at beginning of year                            $ 44,466          $ 40,282          $ 44,543
Reserves acquired in bank purchases                        2,388                 -                 -
Provision for possible loan losses                        10,000             6,000                73
Loans charged off                                         (7,567)           (9,311)          (12,630)
Recoveries                                                 6,494             7,495             8,296
-----------------------------------------------------------------------------------------------------
  Net charge-offs                                         (1,073)           (1,816)           (4,334)
-----------------------------------------------------------------------------------------------------
Balance at end of year                                  $ 55,781          $ 44,466          $ 40,282
-----------------------------------------------------------------------------------------------------
</TABLE>

NOTE 7

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

         Information on loans evaluated for possible impairment losses follows:
<TABLE>
<CAPTION>
                                                                                   December 31
-----------------------------------------------------------------------------------------------------
(dollars in thousands)                                                        2000              1999
-----------------------------------------------------------------------------------------------------
Impaired loans at year-end
<S>                                                                        <C>                <C>
  Requiring a loss reserve                                                 $19,088           $ 9,278
  Not requiring a loss reserve                                               2,291             1,142
-----------------------------------------------------------------------------------------------------
Total recorded investment in impaired loans                                $21,379           $10,420
-----------------------------------------------------------------------------------------------------
Total impairment loss allowance required at year-end                       $ 6,992           $ 3,702
-----------------------------------------------------------------------------------------------------
Average recorded investment in impaired loans during the year              $19,151            $9,736
-----------------------------------------------------------------------------------------------------
</TABLE>

          The  following  is a summary of  non-performing  loans and  foreclosed
assets and surplus property:
<TABLE>
<CAPTION>
                                                                                 December 31
-----------------------------------------------------------------------------------------------------
(dollars in thousands)                                                        2000              1999
-----------------------------------------------------------------------------------------------------
<S>                                                                        <C>               <C>
Loans accounted for on a non-accrual basis                                 $23,579           $13,601
Restructured loans                                                             465             1,634
-----------------------------------------------------------------------------------------------------
Total non-performing loans                                                 $24,044           $15,235
-----------------------------------------------------------------------------------------------------
Foreclosed assets and surplus property                                       $ 952            $1,831
-----------------------------------------------------------------------------------------------------
</TABLE>


                              Page 40 of 72 Pages
<PAGE>
          Interest  income on certain  non-accrual  loans is  recognized as cash
interest payments are received. Interest payments on non-accrual loans that were
accounted for under the cost recovery method may also subsequently be recognized
as interest  income when loan  collections  exceed  expectations or when workout
efforts  result  in  fully   rehabilitated   credits.   The  following  compares
contractual  interest income on non-accrual  loans and  restructured  loans with
both the interest reported on a cash basis for these loans and the cost recovery
interest recognized on non-accrual loans and certain accruing loans:
<TABLE>
<CAPTION>
                                                                      Years Ended December 31
--------------------------------------------------------------------------------------------------
(dollars in thousands)                                            2000         1999         1998
--------------------------------------------------------------------------------------------------
<S>                                                              <C>          <C>          <C>
Contractual interest                                             $1,927       $1,131       $1,218
Interest recognized                                               2,586          422        1,216
--------------------------------------------------------------------------------------------------
Increase (decrease) in reported interest income                  $  659       $ (709)      $   (2)
--------------------------------------------------------------------------------------------------
</TABLE>

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

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

                                                    Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                            2000         1999         1998
--------------------------------------------------------------------------------
Revenues                                        $1,314         $881       $2,488
Direct expenses                                     41           34           36
--------------------------------------------------------------------------------

NOTE 8

BANK PREMISES AND EQUIPMENT

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

                                                             December 31
--------------------------------------------------------------------------------
(dollars in thousands)                                  2000               1999
--------------------------------------------------------------------------------
Land                                                $ 38,606           $ 35,837
Buildings and improvements                           165,258            155,174
Furnishings and equipment                            101,364             99,518
--------------------------------------------------------------------------------
                                                     305,228            290,529
Accumulated depreciation and amortization           (136,754)          (120,814)
--------------------------------------------------------------------------------
Total                                               $168,474          $ 169,715
--------------------------------------------------------------------------------

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

                                                    Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                           2000         1999         1998
--------------------------------------------------------------------------------
Buildings and improvement                     $ 6,411      $ 5,854     $  5,044
Furnishings and equipment                      13,099       13,471       10,998
--------------------------------------------------------------------------------
  Total                                       $19,510      $19,325     $ 16,042
--------------------------------------------------------------------------------

                              Page 41 of 72 Pages

<PAGE>
          At  December  31,  2000,  the Bank  was  obligated  under a number  of
non-cancelable operating leases. Certain of these leases have escalation clauses
and renewal options. Total rental expense, net of immaterial  sublease  rentals,
was $3.2 million in 2000, $2.7 million in 1999, and $2.8 million in 1998.

          As  of  December  31,  2000,   the  future   minimum   rentals   under
non-cancelable  operating  leases  having an initial lease term in excess of one
year were as follows:

(dollars in thousands)
------------------------------------------------
2001                                    $ 2,580
2002                                      2,331
2003                                      2,208
2004                                      2,104
2005                                      2,132
Later years                              14,794
------------------------------------------------
Total                                   $26,149
------------------------------------------------

NOTE 9

INTANGIBLE ASSETS

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

                                                                 December 31
--------------------------------------------------------------------------------
(dollars in thousands)                                        2000          1999
--------------------------------------------------------------------------------
Deposit relationships and other identifiable
   intangibles                                             $20,655       $10,880
Goodwill                                                    66,362        22,437
--------------------------------------------------------------------------------
  Total                                                    $87,017       $33,317
--------------------------------------------------------------------------------

          These assets are being amortized to expense over remaining lives as of
December 31, 2000 that ranged from two to nine years for identified  intangibles
and from eight to  twenty-two  years for  goodwill.  Weighted-average  remaining
lives were  approximately  seven years for identified  intangibles  and eighteen
years  for  goodwill.  Amortization  included  in  non-interest  expense  was as
follows:


                                                   Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                          2000          1999          1998
--------------------------------------------------------------------------------
Deposit relationships and other identifiable
   intangibles                                $2,681        $2,072        $1,394
Goodwill                                       3,346         1,709         1,383
--------------------------------------------------------------------------------
  Total                                       $6,027        $3,781        $2,777
--------------------------------------------------------------------------------


                              Page 42 of 72 Pages
<PAGE>
NOTE 10

SHORT-TERM BORROWINGS

         Short-term borrowings consisted of the following components:

                                                             December 31
--------------------------------------------------------------------------------
(dollars in thousands)                                   2000               1999
--------------------------------------------------------------------------------
Federal funds purchased                              $130,669            $72,270
Securities sold under agreements to repurchase        435,445            469,087
Treasury Investment Program                            29,724                  -
--------------------------------------------------------------------------------
Total                                                $595,838           $541,357
--------------------------------------------------------------------------------

          The  Bank  has the  ability  to  exercise  legal  authority  over  the
securities  that serve as collateral  for the securities  sold under  repurchase
agreements.  The carrying and  estimated  fair values of  securities  sold under
repurchase  agreements at December 31, 2000, by term of the underlying borrowing
agreement, were as follows:

                                                                          Up to
(dollars in thousands)                               Overnight           30 days
--------------------------------------------------------------------------------
December 31, 2000
--------------------------------------------------------------------------------
Carrying value:
U.S. Treasury securities                             $ 26,706            $ 2,540
U.S. agency securities                                385,669             33,611
--------------------------------------------------------------------------------
  Total book value                                   $412,375            $35,471
--------------------------------------------------------------------------------
Fair value:
U.S. Treasury securities                             $ 27,943            $ 2,563
U.S. agency securities                                375,736             32,014
--------------------------------------------------------------------------------
  Total fair value                                   $403,679            $33,896
--------------------------------------------------------------------------------
Outstanding borrowings                               $406,659            $28,786
--------------------------------------------------------------------------------

          Under the Treasury Investment Program,  temporary excess U.S. Treasury
receipts are loaned to participating  financial  institutions at 25 basis points
under the federal funds rate.  Repayment of these borrowed funds can be demanded
at any time.  The  Company  limited  its  participation  to $40  million and has
pledged  $46 million in  securities  as  collateral  for  borrowings  under this
program.

         Additional information about federal funds purchased follows:

--------------------------------------------------------------------------------
(dollars in thousands)                                  2000               1999
--------------------------------------------------------------------------------
Average effective yield on December 31                  6.28%              3.82%
--------------------------------------------------------------------------------
Average for the year
  Effective yield                                       6.51%              4.90%
  Balance                                           $191,997            $74,011
--------------------------------------------------------------------------------
Maximum month-end outstanding                       $363,616           $159,675
--------------------------------------------------------------------------------

                              Page 43 of 72 Pages
<PAGE>
          Additional   information   about   securities  sold  under  repurchase
agreements follows:

--------------------------------------------------------------------------------
(dollars in thousands)                                  2000               1999
--------------------------------------------------------------------------------
Average effective yield on December 31                  5.02%              4.48%
--------------------------------------------------------------------------------
Average for the year
  Effective yield                                       4.86%              3.97%
  Balance                                           $441,516           $360,386
--------------------------------------------------------------------------------
Maximum month-end outstanding                       $507,402           $469,087
--------------------------------------------------------------------------------

NOTE 11

EMPLOYEE BENEFIT PLANS

Retirement Plans

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

          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, 2000 and 1999. The table also shows the funded status of the
plan at each year end and identifies  amounts recognized and unrecognized in the
Company's consolidated balance sheets.

--------------------------------------------------------------------------------
(dollars in thousands)                                 2000                1999
--------------------------------------------------------------------------------
Benefit obligation, beginning of year               $66,714            $ 73,769
Service cost for benefits                             3,458               3,756
Interest cost on benefit obligation                   4,905               4,535
Net actuarial (gain) loss                             3,131             (12,019)
Benefits paid                                        (3,502)             (3,327)
--------------------------------------------------------------------------------
Benefit obligation, end of year                      74,706              66,714
--------------------------------------------------------------------------------
Plan assets at fair value, beginning of year        101,844              97,766
Actual return on plan assets                          2,005               7,723
Benefits paid                                        (3,502)             (3,327)
Plan expenses                                          (308)               (318)
--------------------------------------------------------------------------------
Plan assets at fair value, end of year              100,039             101,844
--------------------------------------------------------------------------------
Plan assets in excess of benefit obligation,
     end of year                                     25,333              35,130
Unrecognized net actuarial gains                    (19,453)            (29,888)
Unrecognized net implementation asset                (1,094)             (1,499)
Unrecognized prior service cost resulting
     from plan amendments                            (1,080)             (1,204)
--------------------------------------------------------------------------------
Prepaid pension asset                               $ 3,706             $ 2,539
--------------------------------------------------------------------------------


                              Page 44 of 72 Pages
<PAGE>
          The  Company  recognized  a net  pension  benefit in each of the three
years in the period ended  December 31, 2000.  The components of the net pension
benefit were as follows:

--------------------------------------------------------------------------------
(dollars in thousands)                          2000          1999         1998
--------------------------------------------------------------------------------
Service cost for benefits during the period  $ 3,458       $ 3,756      $ 2,854
Interest cost on benefit obligation            4,905         4,535        4,222
Expected return on plan assets                (8,002)       (7,677)      (7,162)
Amortization of:
     Unrecognized net actuarial gains           (999)         (421)        (785)
     Unrecognized net implementation asset      (405)         (405)        (405)
     Unrecognized prior service cost            (124)         (124)        (124)
--------------------------------------------------------------------------------
 Net pension benefit                         $(1,167)        $(336)     $(1,400)
--------------------------------------------------------------------------------

          The  weighted-average  discount rate used in determining the actuarial
present value of the pension  benefit  obligation  was 7.25% in 2000,  7.50% for
1999 and 6.25% for 1998. For all periods  presented,  the Company  assumed an 8%
expected  long-term rate of return on plan assets and an annual rate of increase
in future compensation levels of 4%.

          The  pension  plan held  219,800  shares of  Company  common  stock at
December 31, 2000, 1999 and 1998.

          The  Company  also  has a  nonqualified  defined  benefit  plan  which
provides  retirement benefits to designated  executive officers.  These benefits
are calculated  using the qualified  plan's  formula,  but without  applying the
restrictions  imposed on qualified  plans by certain  provisions of the Internal
Revenue Code.  Benefits that become payable under the nonqualified plan would be
reduced by amounts paid from the  qualified  plan.  At December  31,  2000,  the
actuarial  present value of the excess  benefit  obligation was $2.7 million and
the recorded accrued pension liability was $2.4 million. The net pension expense
for the excess benefit plan was  approximately  $.5 million in 2000 and 1999 and
$.4 million in 1998.

          The Company  sponsors an employee savings plan under Section 401(k) of
the Internal  Revenue Code that covers  substantially  all full-time  employees.
Through 2000, the Company annually matched the savings of each participant up to
3% of his or her compensation.  Beginning in 2001, the matching  percentage will
increase  to 4%. Tax law imposes  limits on total  annual  participant  savings.
Participants  are fully  vested in their  savings  and in the  matching  Company
contributions at all times. The expense of the Company's matching contributions,
including those made by pooled entities with comparable plans, was approximately
$1.7 million in 2000 and $1.6 million in 1999 and 1998.

Health and Welfare Plans

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

          The  net   postretirement   benefit  liability   reported  with  other
liabilities in the consolidated  balance sheets was $7.2 million at December 31,
2000 and $6.8  million at December 31,  1999.  The net  periodic  postretirement
benefit expense was approximately $.7 million for 2000, $.6 million for 1999 and
$.5 million for 1998.  This expense  includes  components for the portion of the
expected benefit obligation  attributed to current service,  for interest on the
accumulated benefit obligation,  and for amortization of unrecognized  actuarial
gains or  losses.  No  component  was  individually  significant  for any period
reported.

          For  the  actuarial   calculation   of  its   postretirement   benefit
obligations  at December 31, 2000,  1999 and 1998,  the Company  assumed  annual
health care cost increases  beginning at 7.20%,  7.80% and 8.40%,  respectively,
with each decreasing to a 5.00% rate over a five to seven year period.  Discount
rates of 7.25% in 2000, 7.50% in 1999 and 6.25% in 1998 were used in determining
the present value of benefit obligations at the

                              Page 45 of 72 Pages
<PAGE>
end of each period.  A 1% rise in the assumed health care cost trend rates would
increase the accumulated  benefit  obligation by approximately  $1.2 million and
the periodic net benefit expense by approximately  $200,000.  A 1% fall in these
trend rates would decrease the  accumulated  benefit  obligation by $1.0 million
and the periodic net benefit expense by $140,000.

NOTE 12

STOCK-BASED INCENTIVE COMPENSATION

          The  Company   maintains   two  incentive   compensation   plans  that
incorporate  stock-based  compensation.  The  long-term  incentive  plan for key
employees  is  administered  by  the  Compensation  Committee  of the  Board  of
Directors.  The Committee  designates  who will  participate  and authorizes the
awarding of grants.  Under this plan,  participants  may receive stock  options,
restricted  stock,  performance  shares,  phantom shares and stock  appreciation
rights.  To date,  the  Company has awarded  only stock  options and  restricted
stock.  The  Company  may  issue up to 7% of its  outstanding  common  shares in
connection with the long-term incentive plan awards. The directors' compensation
plan  provides for the annual  award of common  stock and stock  options to each
non-employee  director.  The Company is authorized to issue 150,000 shares under
this plan. At December 31, 2000,  future awards covering the issuance of 814,000
shares  could be made  under  the  employee  plan and  12,200  shares  under the
directors' plan.

         The following schedule summarizes the common stock grants awarded under
these plans during 2000, 1999 and 1998:

------------------------------------------------------------------------------
(dollars in thousands)                        Initial         Market Value
                                              Shares          of Award on
    Year      Plan                            Awarded          Grant Date
------------------------------------------------------------------------------
    2000      Employee                        78,500             $2,909
              Director                         4,200                145
    1999      Employee                        88,750              3,609
              Director                         5,100                200
    1998      Employee                        61,500              3,383
              Director                         5,100                259
------------------------------------------------------------------------------

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

          The Company initially  measures the compensation  expense related to a
stock grant as the market  value of the shares  awarded on the grant date.  This
expense is recognized ratably over the restriction  period, if any.  Adjustments
are made for  forfeitures as they occur.  The Company  periodically  re-measures
compensation  expense  for  performance-based  grants  for  changes  both in the
estimate of the  unrestricted  shares to which employees will ultimately  become
entitled  and in the  market  value of the  Company's  stock.  Differences  from
previous compensation expense measurements are recognized prospectively over the
remaining  restriction  periods.  Compensation  expense  related to common stock
awards was $2.5 million in 2000, and $3.5 million in 1999 and 1998.

                              Page 46 of 72 Pages
<PAGE>
          The  following  table  summarizes  stock  option  activity  under  the
employee long-term incentive plan and under the directors' compensation plan for
each of the three years in the period  ended  December  31,  2000.  The exercise
price for all options is set at the market price on the grant date.  All options
are fully  exercisable  six months  after the grant  date and  expire  after ten
years.

--------------------------------------------------------------------------------
                                       Employees                 Directors
--------------------------------------------------------------------------------
                                               Weighted-               Weighted-
                                                Average                 Average
                                               Exercise                Exercise
                                   Number        Price       Number      Price
--------------------------------------------------------------------------------
Outstanding at
     December 31, 1997            460,303       $31.65       58,000       $32.56
     Options granted              152,250        55.00       17,000        50.88
     Options exercised            (94,540)       24.74       (4,000)       34.47
--------------------------------------------------------------------------------
Outstanding at
     December 31, 1998            518,013        39.61       71,000        36.84
     Options granted              164,750        40.66       17,000        39.31
     Options exercised            (18,101)       20.99            -            -
     Options forfeited            (36,250)       46.37            -            -
--------------------------------------------------------------------------------
Outstanding at
     December 31, 1999            628,412        40.16       88,000        37.31
     Options granted              206,125        37.19       14,000        34.44
     Options exercised             (7,101)       23.89            -            -
     Options forfeited            (39,250)       43.95            -            -
--------------------------------------------------------------------------------
Outstanding and exercisable at
     December 31, 2000            788,186       $39.35      102,000       $36.92
--------------------------------------------------------------------------------

          The following table  summarizes  certain  information  about the stock
options outstanding under these plans at December 31, 2000:

--------------------------------------------------------------------------------
                                                Weighted-              Weighted-
                           Number of             Average                 Average
Range of                    Shares               Years to               Exercise
Exercise Prices          Under Option           Expiration                 Price
--------------------------------------------------------------------------------
$13.22-$19.42               18,815                  2.0                   $16.80
$26.25-$28.88              118,682                  4.1                    28.15
$30.00-$39.31              316,939                  8.3                    35.15
$40.66-$42.44              290,500                  7.5                    41.51
$50.88-$55.00              145,250                  7.5                    54.52
--------------------------------------------------------------------------------
$13.22-$55.00              890,186                  7.2                   $39.07
--------------------------------------------------------------------------------

          In  connection  with the merger with  Meritrust  in 1998,  the Company
converted  options held by Meritrust  employees  and  directors  into options to
acquire 93,283 shares of Company stock at a  weighted-average  exercise price of
$11.26.  Holders  exercised  options for 8,928 shares in 2000,  22,992 shares in
1999 and 37,231 shares in 1998. The unexercised options at December 31, 2000 for
23,520  shares  had  a   weighted-average   exercise   price  of  $16.54  and  a
weighted-average remaining life of five years.

          Upon its merger  with First  Citizens  BancStock,  Inc.  in 1996,  the
Company  converted  options held by First Citizens  employees and directors into
options on 192,551  Company  shares with a  weighted-average  exercise

                              Page 47 of 72 Pages
<PAGE>
price of $11.64.  Holders  exercised options for 22,191 shares in 1999 and 1,000
in 1998. At December 31, 2000,  11,311 of these options with a  weighted-average
exercise  price  of  $10.13  and  a  remaining  life  of  three  years  remained
unexercised.

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

          SFAS No. 123 requires the following disclosure of pro forma net income
and earnings per share  determined  as if the fair value method had been applied
in measuring and recognizing stock-based  compensation expense related to option
grants:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                            2000        1999         1998
-------------------------------------------------------------------------------------------------------
<S>                                                                   <C>         <C>          <C>
Net income                                                            $67,028     $62,420      $52,679
Pro forma stock-based compensation expense, net of tax                  1,602       1,514        1,961
-------------------------------------------------------------------------------------------------------
Pro forma net income                                                  $65,426     $60,906      $50,718
-------------------------------------------------------------------------------------------------------
Pro forma earnings per share
     Basic                                                              $2.87       $2.65        $2.18
     Diluted                                                             2.86        2.64         2.16
Weighted-average fair value of options granted during the year           8.14        9.52        14.22
-------------------------------------------------------------------------------------------------------
</TABLE>

          The fair values of the stock  options  were  estimated as of the grant
dates  using  the  Black-Sholes  option-pricing  model.  The  Company  made  the
following  significant  assumptions in applying the option-pricing model: (a) an
expected annualized volatility for the Company's common stock of 23.43% in 2000,
22.47% in 1999,  and 22.74% in 1998;  (b) an average  option life of seven years
before  exercise;  (c) an expected annual dividend yield of 4.20% in 2000, 3.60%
in 1999, and 2.70% in 1998; and (d) a  weighted-average  risk-free interest rate
of 6.30% in 2000, 6.10% in 1999, and 5.60% in 1998.


NOTE 13

REGULATORY MATTERS

Regulatory Capital Requirements

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

          To evaluate  capital  adequacy,  regulators  compare an  institution's
regulatory  capital  ratios  with their  agency  guidelines  as well as with the
guidelines  established as part of the uniform  regulatory  framework for prompt
corrective  supervisory  action  toward  insured  institutions.  In  reaching an
overall   conclusion   on  capital   adequacy  or   assigning   an   appropriate
classification under the uniform framework,  regulators must also consider other
subjective and quantitative assessments of risk associated with the institution,
such as interest-rate  risk.  Regulators will take certain  mandatory as well as
possible additional  discretionary actions against institutions they judge to be
inadequately   capitalized.   These   actions   could   materially   impact  the
institution's financial position and results of operations.

                              Page 48 of 72 Pages
<PAGE>
          Under the  regulatory  framework  for prompt  corrective  action,  the
capital levels of banks are categorized into one of five classifications ranging
from  well-capitalized  to critically  under-capitalized.  For an institution to
qualify as  well-capitalized,  its Tier 1 capital,  total  capital and  leverage
ratios must be at least 6%, 10% and 5%, respectively. Maintaining capital ratios
at the  well-capitalized  levels avoids certain  restrictions that, for example,
could impact the FDIC  insurance  premium rate. As of December 31, 2000 and 1999
the Company's only significant  banking  subsidiary,  Whitney National Bank, was
categorized  as  well-capitalized,  and there have been no events since December
31, 2000 that management believes would cause this status to change.

          The actual  capital  amounts and ratios and the  required  minimum and
well-capitalized  capital amounts for the Company and Whitney  National Bank are
presented in the following tables:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
(dollars in thousands)                                            Actual                          Well-
December 31, 2000                                             Amount    Ratio       Minimum(a) Capitalized(b)
-------------------------------------------------------------------------------------------------------------
Total Capital (to Risk Weighted Assets):
<S>                                                         <C>           <C>         <C>           <C>
      Company                                               $589,756      12.47%      $378,427         (c)
      Whitney Bank                                           526,011      11.26%       373,563      $466,953
-------------------------------------------------------------------------------------------------------------
Tier 1 Capital (to Risk Weighted Assets):
      Company                                               $533,975      11.29%      $189,213        (c)
      Whitney Bank                                           471,085      10.09%       186,781      $280,172
-------------------------------------------------------------------------------------------------------------
Leverage (Tier 1 Capital to Average Assets):
      Company                                               $533,975       8.85%      $241,267        (c)
      Whitney Bank                                           471,085       7.88%       239,015      $298,768
-------------------------------------------------------------------------------------------------------------
December 31, 1999
-------------------------------------------------------------------------------------------------------------
Total Capital (to Risk Weighted Assets):
      Company                                               $571,672      13.83%      $330,770         (c)
      Whitney Bank                                           490,773      11.88%       330,408      $413,011
-------------------------------------------------------------------------------------------------------------
Tier 1 Capital (to Risk Weighted Assets):
      Company                                               $527,206      12.75%      $165,385        (c)
      Whitney Bank                                           446,307      10.81%       165,204      $247,806
-------------------------------------------------------------------------------------------------------------
Leverage (Tier 1 Capital to Average Assets):
      Company                                               $527,206       9.99%      $211,083        (c)
      Whitney Bank                                           446,307       8.46%       210,914      $263,643
-------------------------------------------------------------------------------------------------------------
(a) Minimum capital required for capital adequacy purposes.
(b) Capital required for well-capitalized status.
(c) Not applicable.
</TABLE>

Other Regulatory Matters

          Dividends received from the Bank represent the primary source of funds
available  to the Company for the  declaration  and payment of  dividends to the
Company's  shareholders.  There are various regulatory and statutory  provisions
that limit the amount of dividends  that the Bank may distribute to the Company.
During 2001,  the Bank will have available an amount equal to  approximately  $3
million  plus its  current  net income to declare as  dividends  to the  Company
without prior regulatory approval.

          Under current Federal Reserve regulations,  the Bank is limited in the
amounts it may lend to the Company to a maximum of 10% of the Bank's 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.

                              Page 49 of 72 Pages

<PAGE>
          Banks   are   required   to   maintain   currency   and   coin   or  a
non-interest-bearing  balance  with the  Federal  Reserve  Bank to meet  reserve
requirements  based on a  percentage  of deposits.  During 2000 as in 1999,  the
reserve  maintenance  requirement was covered by the Bank's balances of coin and
currency.

NOTE 14

OFF-BALANCE-SHEET FINANCIAL INSTRUMENTS

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

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

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

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

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

                                                                 December 31
--------------------------------------------------------------------------------
(dollars in thousands)                                       2000           1999
--------------------------------------------------------------------------------
Commitments to extend credit                           $1,168,686     $1,247,833
Letters of credit and similar financial guarantees        136,740         88,080
Credit card and related lines                             266,400        203,764
--------------------------------------------------------------------------------


NOTE 15

ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS

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

                              Page 50 of 72 Pages
<PAGE>
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  stated
maturities,  such as non-interest-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 stated maturities
were  valued  by  discounting  contractual  cash  flows  using a  discount  rate
approximating current market rates for deposits of similar remaining maturities.

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

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

          The  estimated  fair  values of the  Company's  financial  instruments
follow:
<TABLE>
<CAPTION>
                                                        December 31, 2000             December 31, 1999
------------------------------------------------------------------------------------------------------------
                                                      Carrying         Fair         Carrying         Fair
(dollars in thousands)                                  Amount         Value          Amount         Value
------------------------------------------------------------------------------------------------------------
ASSETS:
<S>                                                 <C>            <C>            <C>            <C>
Cash and short-term investments                     $  267,589     $  267,589     $  249,381     $  249,381
Investment in securities                             1,381,685      1,375,797      1,291,863      1,261,945
Loans, net                                           4,245,501      4,243,659      3,628,581      3,608,730
LIABILITIES:
Deposits                                             4,960,177      4,966,316      4,309,398      4,305,594
Short-term borrowings                                  595,838        595,838        541,357        541,357
------------------------------------------------------------------------------------------------------------
</TABLE>


NOTE 16

CONTINGENCIES

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

                              Page 51 of 72 Pages
<PAGE>
NOTE 17

STOCK REPURCHASE PROGRAM

          In 1999 the Board of Directors authorized the Company to repurchase up
to one million shares,  or approximately  4.3%, of its common stock. The Company
completed the  repurchase  program in 1999,  purchasing  one million shares at a
weighted-average  price of $38.74 per  share,  or a total of  approximately  $39
million. No such programs were in effect during 2000 or 1998.


NOTE 18

OTHER NON-INTEREST INCOME

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

                                                    Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                           2000          1999         1998
--------------------------------------------------------------------------------
ATM fees                                      $ 3,966       $ 3,735      $ 3,446
Investment services income                      2,680         1,548        1,466
Secondary mortgage market operations            2,115         3,149        2,230
International services income                   2,089         2,009        1,895
Other fees and charges                          2,408         1,952        1,755
Other operating income                          2,633         1,366          657
Net gains on sales and other dispositions
 of foreclosed assets                           1,581         1,182        5,897
Gains on sales of surplus property              1,030         2,262          610
--------------------------------------------------------------------------------
     Total                                    $18,502       $17,203      $17,956
--------------------------------------------------------------------------------


NOTE 19

OTHER NON-INTEREST EXPENSE

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

                                                    Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                           2000          1999         1998
--------------------------------------------------------------------------------
Security and other outsourced services        $ 6,404       $ 5,848      $ 5,475
Stationery and supplies                         3,935         4,298        4,468
Advertising                                     3,273         2,194        3,074
Deposit insurance and regulatory fees           1,669         1,316        1,182
Training expense                                1,004           764        2,148
Miscellaneous operating losses                  2,053         1,188        2,855
Other operating expense                         9,994        10,580       11,605
--------------------------------------------------------------------------------
    Total                                     $28,332       $26,188      $30,807
--------------------------------------------------------------------------------


                              Page 52 of 72 Pages
<PAGE>
NOTE 20

INCOME TAXES

         The components of income tax expense (benefit) follow:

                                                    Years Ended December 31
--------------------------------------------------------------------------------
(dollars in thousands)                           2000         1999         1998
--------------------------------------------------------------------------------
Included in net income
  Current
    Federal                                   $36,943      $31,142      $25,422
    State                                         421          707          222
--------------------------------------------------------------------------------
      Total current                            37,364       31,849       25,644
--------------------------------------------------------------------------------
  Deferred
    Federal                                    (4,699)      (1,975)        (221)
    State                                         142          (46)        (265)
--------------------------------------------------------------------------------
      Total deferred                           (4,557)      (2,021)        (486)
--------------------------------------------------------------------------------
      Total                                   $32,807      $29,828      $25,158
--------------------------------------------------------------------------------
Included in shareholders' equity
  Deferred tax expense (benefit)
   related to the change in the
   net unrealized gain (loss) on securities   $ 2,905      $(1,731)     $  (378)
  Current tax benefit related to
   nonqualified stock options
   and restricted stock                           (28)        (383)      (1,342)
--------------------------------------------------------------------------------
      Total                                   $ 2,877      $(2,114)     $(1,720)
--------------------------------------------------------------------------------

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

                                                    Years Ended December 31
--------------------------------------------------------------------------------
(in percentages)                                 2000         1999         1998
--------------------------------------------------------------------------------
Federal income tax expense                      35.00%       35.00%       35.00%
Increase (decrease) resulting from
    Tax exempt income                           (3.11)       (3.55)       (3.40)
    Non-deductible merger-related expenses          -            -          .72
    State income tax and miscellaneous items      .97          .88            -
--------------------------------------------------------------------------------
Effective tax rate                              32.86%       32.33%       32.32%
--------------------------------------------------------------------------------


                              Page 53 of 72 Pages
<PAGE>
          Temporary  differences  arise  between  the tax  bases  of  assets  or
liabilities and their reported amounts in the financial statements. The expected
tax effects  when these  differences  are  resolved  are  recorded  currently as
deferred tax assets or  liabilities.  The components of the net deferred  income
tax asset, which is included in other assets on the consolidated balance sheets,
follow:
<TABLE>
<CAPTION>
                                                                                 December 31
-------------------------------------------------------------------------------------------------
(dollars in thousands)                                                       2000           1999
-------------------------------------------------------------------------------------------------
Deferred tax assets:
<S>                                                                       <C>            <C>
  Reserves for losses on loans and foreclosed assets                      $18,984        $14,961
  Employee benefit plan liabilities                                         5,120          5,249
  Net unrealized loss on securities                                             -          1,867
  Unrecognized interest income                                              1,343          1,357
  Other                                                                     3,961          1,601
-------------------------------------------------------------------------------------------------
  Total deferred tax assets                                                29,408         25,035
-------------------------------------------------------------------------------------------------
Deferred tax liabilities:
  Accumulated depreciation and amortization                                 8,347          4,278
  Net unrealized gain on securities                                         1,038              -
  Other                                                                     1,296          1,534
-------------------------------------------------------------------------------------------------
  Total deferred tax liabilities                                           10,681          5,812
-------------------------------------------------------------------------------------------------
  Net deferred tax asset                                                  $18,727        $19,223
-------------------------------------------------------------------------------------------------
</TABLE>

          The change in the net  deferred  tax asset  during 2000  includes  the
impact of the  addition  of  deferred  tax assets and  liabilities  of  acquired
companies. This component of the overall change is not reflected in the deferred
tax provisions for 2000.

NOTE 21

EARNINGS PER SHARE
          The components used to calculate basic and diluted  earnings per share
are as follows:
<TABLE>
<CAPTION>
                                                                 Years Ended December 31
-------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                 2000           1999           1998
-------------------------------------------------------------------------------------------------
Numerator:
<S>                                                        <C>            <C>            <C>
    Net income                                             $67,028        $62,420        $52,679
    Effect of dilutive securities                                -              -              -
-------------------------------------------------------------------------------------------------
    Numerator for diluted earnings per share               $67,028        $62,420        $52,679
-------------------------------------------------------------------------------------------------
Denominator:
    Weighted-average shares outstanding                 22,775,529     23,013,671     23,283,458
    Effect of dilutive stock options                        61,810         77,434        216,185
-------------------------------------------------------------------------------------------------
    Denominator for diluted earnings per share          22,837,339     23,091,105     23,499,643
-------------------------------------------------------------------------------------------------
Earnings per share:
    Basic                                                    $2.94          $2.71          $2.26
    Diluted                                                   2.94           2.70           2.24
-------------------------------------------------------------------------------------------------
Antidilutive stock options                                 581,226        458,421        123,125
-------------------------------------------------------------------------------------------------
</TABLE>


                              Page 54 of 72 Pages
<PAGE>
NOTE 22

PARENT COMPANY FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
BALANCE SHEETS                                                                  December 31
----------------------------------------------------------------------------------------------------
(dollars in thousands)                                                        2000             1999
----------------------------------------------------------------------------------------------------
ASSETS
<S>                                                                       <C>              <C>
  Investment in banking subsidiaries                                      $567,468         $476,204
  Other investments in subsidiaries                                          1,798            1,782
  Interest-bearing deposits in banking subsidiaries                         53,799           78,900
  Dividends receivable                                                       8,407            7,450
  Other assets                                                               3,815            2,993
----------------------------------------------------------------------------------------------------
    Total assets                                                          $635,287         $567,329
----------------------------------------------------------------------------------------------------
LIABILITIES
  Dividends payable                                                        $ 8,407          $ 7,450
  Other liabilities                                                          3,920            2,776
----------------------------------------------------------------------------------------------------
    Total liabilities                                                       12,327           10,226
SHAREHOLDERS' EQUITY                                                       622,960          557,103
----------------------------------------------------------------------------------------------------
    Total liabilities and shareholders' equity                            $635,287         $567,329
----------------------------------------------------------------------------------------------------
</TABLE>


<TABLE>
<CAPTION>
STATEMENTS OF OPERATIONS                                             Years Ended December 31
----------------------------------------------------------------------------------------------------
(dollars in thousands)                                           2000           1999           1998
----------------------------------------------------------------------------------------------------
<S>                                                           <C>            <C>            <C>
Dividend income from banking subsidiaries                     $62,872        $88,276        $71,474
Equity in undistributed earnings of subsidiaries
  Banks                                                         3,201        (26,909)       (18,557)
  Nonbanks                                                         20             12              4
Other income (expense), net                                       935          1,041           (242)
----------------------------------------------------------------------------------------------------
NET INCOME                                                    $67,028        $62,420        $52,679
----------------------------------------------------------------------------------------------------
</TABLE>


                              Page 55 of 72 Pages
<PAGE>
<TABLE>
<CAPTION>
STATEMENTS OF  CASH FLOWS                                            Years Ended December 31
----------------------------------------------------------------------------------------------------
(dollars in thousands)                                          2000           1999           1998
----------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                          <C>            <C>            <C>
Net income                                                   $67,028        $62,420        $52,679
Adjustments to reconcile net income to net cash
   provided by operating activities:
    Equity in undistributed earnings of subsidiaries          (3,221)        26,897         18,553
    Increase in dividends receivable                            (957)           (66)        (1,195)
    Other, net                                                   279             80            468
----------------------------------------------------------------------------------------------------
  Net cash provided by operating activities                   63,129         89,331         70,505
----------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Investment in and advances to subsidiaries                 (58,173)          (735)             -
  Other, net                                                     127              -              -
----------------------------------------------------------------------------------------------------
  Net cash used in investing activities                      (58,046)          (735)             -
----------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Cash dividends                                             (31,915)       (29,841)       (26,443)
  Proceeds from issuance of stock                              3,316          3,354          8,201
  Purchases of treasury stock                                 (1,622)       (39,948)        (1,300)
----------------------------------------------------------------------------------------------------
  Net cash used in financing activities                      (30,221)       (66,435)       (19,542)
----------------------------------------------------------------------------------------------------
  Increase in cash and cash equivalents                      (25,138)        22,161         50,963
  Cash and cash equivalents at beginning of year              78,988         56,827          5,864
----------------------------------------------------------------------------------------------------
  Cash and cash equivalents at end of year                   $53,850        $78,988        $56,827
----------------------------------------------------------------------------------------------------
</TABLE>

          As is discussed in Note 3, Whitney Holding  Corporation  issued common
stock with a value of $22.1  million in  connection  with its  purchase of First
Ascension Bancorp, Inc. in November 2000.

                              Page 56 of 72 Pages

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

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

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

          Management  of the Company has  established  and maintains a system of
internal  control that  provides  reasonable  assurance as to the  integrity and
reliability  of  the  financial  statements,   the  protection  of  assets  from
unauthorized use or disposition,  and the prevention and detection of fraudulent
financial  reporting.  The system of internal  control  provides for appropriate
division of  responsibility,  is documented by written  policies and  procedures
that are  communicated  to employees  with  significant  roles in the  financial
reporting process, and is updated as necessary.  Management continually monitors
the  system  of  internal  control  for  compliance.  The  Company  maintains  a
professional   staff  of  internal   auditors  who   independently   assess  the
effectiveness of internal controls and recommend  possible system  improvements.
As part of their  audit  of the  Company's  2000  financial  statements,  Arthur
Andersen LLP considered the Company's  system of internal  control to the extent
they deemed necessary to determine the nature,  timing and extent of their audit
tests.  Management has considered the  recommendations  of the internal auditors
and Arthur Andersen LLP concerning the Company's  system of internal control and
has taken actions that it believes are  cost-effective  in the  circumstances to
respond appropriately to these recommendations.  Management believes that, as of
December  31,  2000,  the  Company's  system of internal  control is adequate to
accomplish the objectives discussed above.


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

          We have audited the  consolidated  balance  sheets of Whitney  Holding
Corporation (a Louisiana  corporation)  and subsidiaries as of December 31, 2000
and 1999 and the  related  consolidated  statements  of  operations,  changes in
shareholders'  equity and cash  flows for each of the three  years in the period
ended December 31, 2000. These financial  statements are the  responsibility  of
the Company's  management.  Our responsibility is to express an opinion on these
financial statements based on our audits.

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

          In our opinion,  the  financial  statements  referred to above present
fairly,  in all material  respects,  the financial  position of Whitney  Holding
Corporation  and  subsidiaries  as of  December  31,  2000  and  1999,  and  the
consolidated  results of their  operations  and cash flows for each of the three
years in the period ended  December  31, 2000,  in  conformity  with  accounting
principles generally accepted in the United States.

                                                             ARTHUR ANDERSEN LLP
New Orleans, Louisiana
January 17, 2001
(except with respect to the matters discussed in Note 3, as to which the date is
 January 30, 2001)
                              Page 57 of 72 Pages
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF QUARTERLY FINANCIAL INFORMATION
---------------------------------------------------------------------------------------------------------------------------
                                                                                         2000 Quarters (a)
---------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                         4th              3rd             2nd             1st
---------------------------------------------------------------------------------------------------------------------------
<S>                                                               <C>              <C>             <C>             <C>
Net interest income                                               $63,221          $61,937         $61,956         $59,999
Net interest income (TE)                                           64,566           63,275          63,361          61,553
Provision for possible loan losses                                  2,500            2,500           2,500           2,500
Non-interest income (excluding securities transactions)            18,931           18,036          17,365          17,293
Securities transactions                                                 -                -               -               -
Non-interest expense (b)                                           53,353           52,256          51,960          50,232
Income tax expense                                                  8,423            8,166           8,221           7,997
---------------------------------------------------------------------------------------------------------------------------
Net income (b)                                                    $16,774          $17,051         $16,640         $16,563
---------------------------------------------------------------------------------------------------------------------------
Average balances
    Total assets                                               $6,118,696       $5,943,706      $5,772,055      $5,559,059
    Earning assets                                              5,624,216        5,462,982       5,289,319       5,089,265
    Loans                                                       4,214,762        4,033,625       3,863,079       3,715,427
    Deposits                                                    4,717,238        4,529,676       4,557,066       4,417,950
    Shareholders' equity                                          608,461          582,464         571,220         564,010
---------------------------------------------------------------------------------------------------------------------------
Ratios
    Return on average assets                                         1.09%            1.14%           1.16%           1.20%
    Return on average shareholders' equity                          10.97            11.65           11.72           11.81
    Net interest margin                                              4.58             4.62            4.81            4.85
---------------------------------------------------------------------------------------------------------------------------
Earnings per share
    Basic                                                            $.72             $.75            $.74            $.73
    Diluted                                                           .72              .75             .73             .73
Dividends per share                                                   .36              .36             .36             .36
Trading data (c)
    High stock price                                               $41.69           $37.19          $39.13          $36.66
    Low stock price                                                 33.13            33.38           31.75           31.50
    Closing stock price                                             36.31            36.31           34.19           32.63
    Trading volume                                              1,891,381        1,306,004       1,609,130       2,237,876
---------------------------------------------------------------------------------------------------------------------------
                                                                                       1999 Quarters (a)
---------------------------------------------------------------------------------------------------------------------------
(dollars in thousands, except per share data)                         4th              3rd             2nd             1st
---------------------------------------------------------------------------------------------------------------------------
Net interest income                                               $58,549          $56,952         $55,492         $54,755
Net interest income (TE)                                           60,048           58,418          56,899          56,120
Provision for possible loan losses                                  1,750            2,000           1,250           1,000
Non-interest income (excluding securities transactions)            18,023           17,180          16,090          15,286
Securities transactions                                                 -                -               -               -
Non-interest expense                                               50,164           47,987          48,022          47,906
Income tax expense                                                  7,969            7,810           7,210           6,839
---------------------------------------------------------------------------------------------------------------------------
Net income                                                        $16,689          $16,335         $15,100         $14,296
---------------------------------------------------------------------------------------------------------------------------
Average balances
    Total assets                                               $5,310,400       $5,232,588      $5,236,898      $5,192,831
    Earning assets                                              4,869,097        4,793,980       4,782,107       4,728,438
    Loans                                                       3,560,119        3,419,433       3,287,766       3,239,464
    Deposits                                                    4,213,370        4,196,385       4,233,337       4,183,433
    Shareholders' equity                                          554,529          554,920         564,147         567,651
---------------------------------------------------------------------------------------------------------------------------
Ratios
    Return on average assets                                         1.25%            1.24%           1.16%           1.12%
    Return on average shareholders' equity                          11.94            11.68           10.74           10.21
    Net interest margin                                              4.91             4.85            4.77            4.79
---------------------------------------------------------------------------------------------------------------------------
Earnings per share
    Basic                                                            $.74             $.72            $.65            $.61
    Diluted                                                           .74              .71             .65             .61
Dividends per share                                                   .33              .33             .33             .33
Trading data (c)
    High stock price                                               $39.25           $39.75          $41.75          $38.25
    Low stock price                                                 33.50            33.25           35.63           32.19
    Closing stock price                                             37.06            34.38           39.75           36.91
    Trading volume                                              2,068,524        1,866,193       2,625,862       2,809,867
---------------------------------------------------------------------------------------------------------------------------
(a)  Unaudited.
(b)  Non-interest expense for the fourth quarter of 2000 includes $1,102 of
     merger-related expenses, which reduced net income for the quarter by $716
     on an after-tax basis.
(c)  All closing prices represent closing sales prices as reported on The Nasdaq
     Stock Market.
</TABLE>

                              Page 58 of 72 Pages
<PAGE>

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

         None.

                                    PART III

Item 10: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

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

<TABLE>
<CAPTION>
                                                                                Director         Term
Name and Age                        Principal Occupation                        Since            Expires
<S>                                 <C>                                         <C>              <C>
Robert C. Baird, Jr., 50            Executive Vice President of                  N/A              N/A
                                    the Company and Whitney
                                    National Bank since 1995

Guy C. Billups, Jr., 73             Former Chairman of the Board                1997             2002
                                    of Merchants Bancshares, Inc. and
                                    Merchants Bank & Trust Company,
                                    retired 1997; Director, Billups
                                    Plantation, Inc. (farming)

Harry J. Blumenthal, Jr., 55        President, Blumenthal                       1993             2004
                                    Print Works, Inc.
                                    (textiles manufacturing)

Joel B. Bullard, Jr., 50            President, Joe Bullard                      1994             2004
                                    Automotive Companies

James M. Cain, 67                   Former Vice Chairman, Entergy               1987             2002
                                    Corp. (utility holding company);
                                    former Chairman of the Board,
                                    Chief Executive Officer and
                                    President, Louisiana Power and
                                    Light Company (electric utility);
                                    former Director, Chief Executive
                                    Officer and President, New
                                    Orleans Public Service, Inc.,
                                    retired 1993

Thomas L. Callicutt, Jr., 53        Executive Vice President and Chief           N/A              N/A
                                    Financial Officer of the Company and
                                    Whitney National Bank since 1999; Senior
                                    Vice President and Comptroller of Whitney
                                    National Bank from 1998 to 1999; former
                                    Executive Vice President, Controller and
                                    Principal Accounting Officer, First
                                    Commerce Corporation, a $9 billion asset
                                    bank holding company, from 1996 to 1998,
                                    and Senior Vice President, Controller
                                    and Principal Accounting Officer from
                                    1987 to 1996
</TABLE>

                              Page 59 of 72 Pages
<PAGE>
<TABLE>
<CAPTION>
                                                                                Director         Term
Name and Age                        Principal Occupation                        Since            Expires

<S>                                 <C>                                         <C>             <C>
Rodney D. Chard, 58                 Executive Vice President                     N/A              N/A
                                    of the Company and Whitney
                                    National Bank since 1996; Former
                                    Consultant with EDS Management
                                    Consulting Services from 1992 to 1995

Angus R. Cooper II, 58              Chairman and Chief Executive                1994             2004
                                    Officer, Cooper/T. Smith Corp.
                                    (shipping service company);
                                    Director, Friede Goldman Halter, Inc.

Robert H. Crosby, Jr., 80           Chairman of the Board and                   1972             2002
                                    Chief Executive Officer,
                                    Crosby Land & Resources
                                    (timberland holdings, oil
                                    and gas production)

Richard B. Crowell, 62              Attorney, Crowell & Owens;                  1983             2002
                                    Director, CLECO

G. Blair Ferguson, 57               Executive Vice President                     N/A              N/A
                                    of the Company and Whitney
                                    National Bank since 1993

William A. Hines, 64                Chairman of the Board,                      1986             2001
                                    Nassau Holding Corporation
                                    (holding company of entities
                                    in oil field service industry);
                                    Director, Unifab International, Inc.

John C. Hope, III, 51               Executive Vice President                     N/A              N/A
                                    of the Company since 1994 and
                                    Whitney National Bank since 1998

John J. Kelly, 66                   Chairman, Louisiana Technology              1986             2005
                                    Council; former President, Textron
                                    Marine and Land Systems (designs
                                    and builds advance technology
                                    vehicles and craft), retired 1999

E. James Kock, Jr., 72              Former President, Bowie                     1965             2003
                                    Lumber Associates, Downmans
                                    Associates, Jeanerette Lumber &
                                    Shingle Co., Ltd. and White
                                    Castle Lumber & Shingle Co., Ltd.
                                    (land and timber holdings, and
                                    investments), retired 1993

Kenneth A. Lawder, Jr., 59          Executive Vice President                     N/A              N/A
                                    of the Company and Whitney
                                    National Bank since 1991
</TABLE>
                              Page 60 of 72 Pages
<PAGE>
<TABLE>
<CAPTION>

                                                                                Director         Term
Name and Age                        Principal Occupation                        Since            Expires

<S>                                 <C>                                         <C>              <C>
Alfred S. Lippman, 62               Managing Member, Lippman,                   1996             2001
                                    Mahfouz & Martin, L.L.C.
                                    Attorneys at Law

William L. Marks, 57                Chairman of the Board and                   1990             2005
                                    Chief Executive Officer of
                                    the Company and Whitney
                                    National Bank since 1990

R. King Milling, 60                 President of the Company                    1979             2003
                                    and Whitney National Bank
                                    since 1984

Eric J. Nickelsen, 56               Real estate developer and                   2000             2001
                                    part owner, John S. Carr &
                                    Company, Inc. (January 1998
                                    to present);  former Chairman
                                    of the Board, Chief Executive
                                    Officer and President, Barnett
                                    Bank of West Florida (December
                                    1993 to January 1998)

John G. Phillips, 78                Former Chairman of the Board                1972             2003
                                    and Chief Executive Officer, The
                                    Louisiana Land and Exploration
                                    Company (oil and gas exploration
                                    and production), retired 1985

John K. Roberts, Jr., 64            Former Chairman of the Board,               1985             2002
                                    Pan-American Life Insurance
                                    Company (markets and services
                                    life, health and retirement insurance),
                                    retired 2000

Carroll W. Suggs, 62                Chairman, Chief Executive                   1996             2001
                                    Officer and President,
                                    Petroleum Helicopters, Inc.;
                                    Director, Global Marine, Inc.
</TABLE>

          In  further  response  to this  Item 10,  registrant  incorporates  by
reference  the  section  entitled  "Compliance  with  Section  16(a)  Beneficial
Ownership Reporting Compliance" of its Proxy Statement dated March 15, 2001.

                              Page 61 of 72 Pages

<PAGE>
Item 11: EXECUTIVE COMPENSATION

          In response to this item,  registrant  incorporates  by reference  the
sections entitled "Summary  Compensation  Table," "Option Grants Table," "Option
Exercises and Year-End Value Table," and  "Retirement  Plans,  Change in Control
Agreements" of its Proxy Statement dated March 15, 2001.

Item 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

          In response to this item,  registrant  incorporates  by reference  the
sections  entitled  "Voting  Securities and Principal  Holders" and  "Beneficial
Ownership  of  Directors  and  Management  and Other  Information"  of its Proxy
Statement dated March 15, 2001.

Item 13: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

          In response to this item,  registrant  incorporates  by reference  the
section entitled  "Certain  Transactions" of its Proxy Statement dated March 15,
2001.

                                                       PART IV

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

         (a)(1) The   following  consolidated  financial    statements       and
                supplementary  data  of  the  Company  and  its subsidiaries are
                included in Part II Item  8:
                                                                     Page Number
                Consolidated Balance Sheets --
                 December 31, 2000 and 1999                                   29

                Consolidated Statements of Operations --
                 Years Ended December 31, 2000, 1999 and 1998                 30

                Consolidated Statements of Changes in Shareholders'
                Equity --
                 Years Ended December 31, 2000, 1999 and 1998                 31

                Consolidated Statements of Cash Flows --
                 Years Ended December 31, 2000, 1999 and 1998                 32

                Notes to Consolidated Financial Statements                    33

                Report of Independent Public Accountants                      57

                Summary of Quarterly Financial Information                    58

         (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:

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

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

                              Page 62 of 72 Pages
<PAGE>
               Exhibit  10.1  -  Executive  agreement  between  Whitney  Holding
               Corporation, Whitney National Bank and William L. Marks (filed as
               Exhibit 10.3 to the Company's  Quarterly  Report on Form 10-Q for
               the quarter ended June 30, 1993  (Commission  file number 0-1026)
               and incorporated by reference).

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

               Exhibit  10.3  -  Executive  agreement  between  Whitney  Holding
               Corporation,  Whitney  National  Bank and Kenneth A. Lawder,  Jr.
               (filed as Exhibit 10.6 to the Company's  Quarterly Report on Form
               10-Q for the quarter ended June 30, 1993  (Commission file number
               0-1026) and incorporated by reference).

               Exhibit  10.4  -  Executive  agreement  between  Whitney  Holding
               Corporation,  Whitney  National Bank and G. Blair Ferguson (filed
               as Exhibit 10.7 to the  Company's  Quarterly  Report on Form 10-Q
               for the quarter ended September 30, 1993  (Commission file number
               0-1026) and incorporated by reference).

               Exhibit  10.5  -  Executive  agreement  between  Whitney  Holding
               Corporation, Whitney Bank of Alabama and John C. Hope, III (filed
               as Exhibit 10.8 to the  Company's  Annual Report on Form 10-K for
               the year ended December 31, 1994  (Commission file number 0-1026)
               and incorporated by reference).

               Exhibit  10.6  -  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 10.7 - 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 10.7a - Long-term  incentive plan (filed as a Proposal in
               the Company's Proxy  Statement  dated March 18, 1997  (Commission
               file number 0-1026) and incorporated by reference).

               Exhibit 10.8 - 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 10.9 - Form of restricted stock agreement between Whitney
               Holding Corporation and certain of its officers (filed as Exhibit
               19.1 to the Company's Quarterly Report on Form 10-Q for the
               quarter ended June 30, 1992 (Commission file number 0-1026) and
               incorporated by reference).

               Exhibit 10.9a - Form of amendment to restricted  stock  agreement
               between Whitney Holding Corporation and certain of its officers.

               Exhibit 10.10 - 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  10.10a - Form of  amendment  to stock  option  agreement
               between Whitney Holding Corporation and certain of its officers.

                              Page 63 of 72 Pages
<PAGE>
               Exhibit 10.11 - 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  10.11a  -  Amendment  No.  1  to  the  Whitney   Holding
               Corporation  Directors'  Compensation Plan (filed as Exhibit A to
               the Company's Proxy  Statement  dated March 15, 1996  (Commission
               file number 0-1026) and incorporated by reference).

               Exhibit 10.12 - 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  10.13 -  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  10.14  -  Form  of  Amendment  to  Section  2.1e  of the
               Executive  agreements  filed as Exhibits 10.1 through 10.6 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 10.15 - Executive agreement between Whitney National Bank
               of Mississippi and Guy C. Billups, Jr. (filed as Exhibit 10.19 to
               the Company's Quarterly Report on form 10-Q for the quarter ended
               June 30, 1997 (Commission file number 0-1026) and incorporated by
               reference).

               Exhibit 10.16 - Form of Amendment  adding  subsection 2.1g to the
               Executive  Agreements  filed as Exhibits  10.1  through  10.6 and
               Exhibit  10.13 herein  (filed  as Exhibit  10.19 to the Company's
               Quarterly  Report on Form 10-Q for the  quarter  ended  March 31,
               1998   (Commission   file  number  0-0126)  and  incorporated  by
               reference).

               Exhibit  10.17 -  Executive  agreement  between  Whitney  Holding
               Corporation,  Whitney National Bank and Thomas L. Callicutt,  Jr.
               (filed as Exhibit 10.20 to the Company's Quarterly Report on Form
               10-Q for the quarter ended  September 30, 1999  (Commission  file
               number 0-1026) and incorporated by reference).

               Exhibit 21 - Subsidiaries

               Whitney Holding  Corporation  owns 100% of Whitney  National Bank
               and Bank of Prattville, an Alabama state bank that it acquired in
               January 2001. All other subsidiaries  considered in the aggregate
               would not constitute a significant subsidiary.

               Exhibit 23 -  Consent of Arthur Andersen LLP dated March 30, 2001


         (b)   Reports of Form 8-K

               None

                              Page 64 of 72 Pages
<PAGE>

         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 28, 2001
                                                    ----------------------------
                                                                Date

                              Page 65 of 72 Pages
<PAGE>
         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.



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



/s/William L. Marks                     Chairman of the Board,
---------------------------------,      Chief Executive Officer
         William L. Marks               and Director          March 28, 2001
                                                              ------------------


/s/R. King Milling                      President
---------------------------------,      and Director          March 28, 2001
         R. King Milling                                      ------------------


/s/Thomas L. Callicutt, Jr.             Executive
--------------------------------,       Vice President and
         Thomas L. Callicutt, Jr.       Chief Financial Officer
                                        (Principal            March 28, 2001
                                        Accounting Officer)   ------------------


/s/Guy C. Billips, Jr.                  Director
---------------------------------,
         Guy C. Billups, Jr.                                  March 28, 2001
                                                              ------------------


/s/Harry J. Blumenthal, Jr.            Director
---------------------------------,
         Harry J. Blumenthal, Jr.                             March 28, 2001
                                                              ------------------


/s/Joel B. Bullard, Jr.                Director
---------------------------------,
         Joel B. Bullard, Jr.                                 March 28, 2001
                                                              ------------------



/s/James M. Cain                        Director
---------------------------------,
         James M. Cain                                        March 28, 2001
                                                              ------------------



/s/Angus R. Cooper II                   Director
---------------------------------,
         Angus R. Cooper II                                   March 28, 2001
                                                              ------------------



                                        Director
---------------------------------,
         Robert H. Crosby, Jr.
                                                              ------------------


/s/Richard B. Crowell                   Director
---------------------------------,
         Richard B. Crowell                                   March 28, 2001
                                                              ------------------


                                        Director
---------------------------------,
         William A. Hines
                                                              ------------------


                              Page 66 of 72 Pages
<PAGE>

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



                                        Director
---------------------------------,
         John J. Kelly
                                                              ------------------


/s/E. James Kock, Jr.                   Director
---------------------------------,
         E. James Kock, Jr.                                   March 28, 2001
                                                              ------------------


/s/Alfred S. Lippman                    Director
---------------------------------,
         Alfred S. Lippman                                    March 28, 2001
                                                              ------------------


/s/Eric J. Nickelsen                    Director
---------------------------------,
         Eric J. Nickelsen                                    March 28, 2001
                                                              ------------------


/s/John G. Phillips                     Director
---------------------------------,
         John G. Phillips                                     March 28, 2001
                                                              ------------------


/s/John K. Roberts, Jr.                 Director
---------------------------------,
         John K. Roberts, Jr.                                 March 28, 2001
                                                              ------------------


/s/Carroll W. Suggs                     Director
---------------------------------,
         Carroll W. Suggs                                     March 28, 2001
                                                              ------------------

                              Page 67 of 72 Pages
<PAGE>
Exhibit 10.9a
                           WHITNEY HOLDING CORPORATION



Re:      NOTICE AND ACCEPTANCE OF GRANT OF TARGETED RESTRICTED STOCK

Dear _________:

          The  Compensation  Committee  (the  "Committee")  appointed  under the
Whitney Holding  Corporation (the  "Corporation")  Long Term Incentive Plan (the
"Plan") has granted you shares of no par value voting common stock issued by the
Corporation   (the  "Common   Stock"),   subject  to  certain   limitations  and
restrictions.  This  letter is intended  to  constitute  notice of the terms and
conditions  applicable to the grant, your acknowledgement of and agreement to be
bound by the terms and conditions set forth below.

          1. Grant.  The  Corporation  hereby grants you ______ shares of Common
Stock  (the  "Target  Grant"),  subject  to the  restrictions  set forth in this
agreement.

          2. Restrictions and Adjustments  Related to Target Award. Common Stock
issued in the form of the Target Grant, including the right to receive dividends
or vote shares,  shall not be subject in any manner to sale,  transfer,  pledge,
assignment or other  encumbrance or disposition,  whether by operation of law or
otherwise and whether voluntarily or involuntarily.  Except as set forth herein,
such restrictions shall lapse three years from the date hereof, _______.

          Notwithstanding  the  preceding  paragraph,  all or a  portion  of the
Target  Grant may be  forfeited  or the  number of shares  subject to the Target
Grant may be increased if the Committee, in its sole discretion, determines that
the performance objectives related to the return on assets ("ROA") and return on
equity  ("ROE") of Whitney  National Bank (the "Bank") for calendar years _____,
_____, and _____,  all as set forth more fully in that certain  memorandum dated
_____, concerning performance driven restricted stock awards ("the Memorandum"),
were not satisfied or were exceeded,  as the case may be. Such adjustment  shall
be made by the  Committee as of the Lapse Date;  the Committee (or its designee)
shall provide you with written notice of any reduction or increase in the number
of shares  subject to the Target Grant,  including  information  concerning  the
attainment of the performance objectives set forth herein.

          For purposes of this  paragraph 2, the  Committee  possesses  the sole
discretion to determine whether the performance objectives set forth herein have
been attained,  including with limitation, the authority to determine the Bank's
ROE and ROA  and  the  method  used to  determine  peer  group  performance.  In
addition, the Committee possesses the authority to modify either the method used
to determine  attainment of the  performance  objectives or the number of shares
subject to  adjustment  (provided,  however,  that the  transfer of Common Stock
hereunder  shall not  exceed  200% of the amount of the  Target  Grant),  if the
Committee  determines such modification is necessary or appropriate to take into
account unusual facts and circumstances.

          3. Termination.  If your  employment with the Corporation or the
Bank  (the  "Bank")  or an  affiliate  thereof  is  terminated  for any  reason,
including death,  disability or retirement,  shares of Common Stock then subject
to restriction shall be forfeited; provided, however, that the Committee, in its
sole  discretion,  may  elect to  modify  the  forfeiture  required  under  this
paragraph 3.

          4.  Escrow  Requirement.  Certificates  representing  shares of Common
Stock shall be issued and  registered  in your name,  but held,  together with a
stock power endorsed by you in blank, by the Corporation.

                              Page 68 of 72 Pages

<PAGE>
          As of the Lapse Date, the  Corporation  shall promptly  deliver to you
shares of Common Stock free of restriction,  subject to the adjustment described
in paragraph 2 hereof;  provided,  however, that the Corporation's obligation to
deliver   certificates  may  be  postponed,   in  the  sole  discretion  of  the
Corporation, for any period necessary to list, register or otherwise qualify the
shares under Federal  securities laws or other  applicable state securities law,
and the Corporation shall have the right to collect,  as a condition of delivery
of shares of Common stock hereunder, any taxes required by law to be withheld.

          5. Employment  Rights.  Neither this letter nor the transfer of shares
hereunder shall be deemed to confer upon you any right to continue in the employ
of the Corporation or the Bank or an affiliate or interfere, in any manner, with
the right of the  Corporation  or the Bank or an affiliate  thereof to terminate
your employment, whether with or without cause.

          6. Additional  Requirements.  Shares of Common Stock issued  hereunder
shall be subject to such legends as the Committee, in its sole discretion, deems
necessary or  appropriate  to implement the  restrictions  imposed  hereunder or
comply with applicable Federal or state securities laws. In connection therewith
and prior to the issuance of such shares,  you may be required to deliver to the
Committee or the Corporation  such documents as the Committee or the Corporation
deems necessary or appropriate to ensure compliance with applicable law.

          7. Rights as a  Shareholder.  During the period  commencing  as of the
date  hereof  and ending as of the Lapse  Date,  you shall be  entitled  to vote
shares and receive dividends with respect to shares subject to the Target Grant.

          8. Program Provisions. The issuance of Common Stock hereunder shall be
subject to such  additional  terms and  conditions  as may be imposed  under the
terms of the Program,  including  the  Memorandum,  in addition to the terms and
conditions of this agreement.  By execution of this  agreement,  you acknowledge
that you have reviewed and read a copy of the Plan, the Memorandum, and that any
determination  by the Committee  taken in good faith with respect to the Plan or
any grant or award hereunder or this agreement.

                                      Very truly yours,
                                      WHITNEY HOLDING CORPORATION
                                      BY:________________________________
                                         William L. Marks, Chairman of the Board
                                         and Chief Executive Officer

                          ACKNOWLEDGMENT AND AGREEMENT
                          ----------------------------

          By  execution of this  letter,  I agree that  transfer of Common Stock
discussed  herein shall be governed by and is subject to the foregoing terms and
conditions  and the  provisions of the Plan,  including the  Memorandum,  all of
which have been furnished to me.

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

                                                   -----------------------------
                                                   Date
                              Page 69 of 72 Pages
<PAGE>
Exhibit 10.10a
                           WHITNEY HOLDING CORPORATION



Re:      Long Term Incentive Plan
         NOTICE AND ACCEPTANCE OF GRANTS OF STOCK OPTIONS
         ------------------------------------------------

Dear _________:

          The  Compensation  Committee (the  "Committee") of the Whitney Holding
Corporation  (the  "Corporation")  Long Term  Incentive  Plan (the  "Plan")  has
granted to you an incentive  stock option which is the right to purchase  shares
of no par value  voting  common  stock  issued by the  Corporation  (the "Common
Stock"),  subject to certain  conditions.  This letter is intended to constitute
notice  of  the  terms  and  conditions   applicable  to  such  grant  and  your
acknowledgment  of and  agreement  to be bound by the terms and  conditions  set
forth below.

          1. Grant.  The  Corporation  hereby grants to you the incentive  stock
options to  purchase  _______  shares  and a  non-statutory  option to  purchase
_______  shares  each at a price of _____ per  share,  which is the fair  market
value of the shares as of the date thereof.

          2. Time of Exercise.  This option shall be exercisable  only while you
are an  employee  of the  Corporation  or Whitney  National  Bank (the  "Bank");
provided,  however, that the Committee, in its discretion, may act to extend the
period of exercise  subject to the  provisions of the Plan.  The option shall be
exercisable  no sooner  than six  months and one day from the date of the grant,
_____, or later than ten years after the date of the grant.

          Notwithstanding  any  other  provision  of this  paragraph  2, when an
incentive stock option granted hereunder becomes exercisable for the first time,
the incentive stock option is exercisable  only to the extent that the aggregate
fair market value  (determined  at the time the option is granted) of the shares
of Common  Stock  subject to such option does not exceed  $100,000.00  as is the
case in this  grant.  The term "fair  market  value"  shall have the meaning set
forth in Section 2.10 of the Plan.

          3. Method of Exercise. The option, to the extent exercisable, shall be
exercised, in whole or part, by providing written notice to the Corporation care
of the Chief Executive  Officer or their designee,  which notice shall designate
the number of shares of Common Stock to be purchased and shall be accompanied by
the full purchase price for the shares. The purchase price for the shares may be
paid in cash,  certified  or  uncertified  check,  bank draft,  or in such other
manner as may be authorized, from time to time, by the Committee.

          Delivery of certificates  representing  the purchased shares of Common
Stock  shall be made by the  Corporation  promptly  after  receipt  of notice of
exercise and payment;  provided,  however, that the Corporation's  obligation to
deliver  certificates may be postponed,  in the sole discretion of the Committee
or the  Corporation,  for any period  necessary  to list,  register or otherwise
qualify the purchased  shares under Federal  securities  laws or any  applicable
state securities law, and the Corporation shall have the right to collect,  as a
condition of delivery  shares of Common Stock  hereunder,  any taxes required by
law to be withheld.

          4. No  Assignment.  This option  shall not be subject in any manner to
sale, transfer, pledge, assignment or other encumbrance or disposition,  whether
by operation  of law or  otherwise  and whether  voluntarily  or  involuntarily,
except by will or the laws of descent and distribution.

          5. Employment Rights. Neither this letter, nor the grant of the option
hereunder,  nor the  exercise of such option  shall be deemed to confer upon you
any  right to  continue  in the  employment  of the  Corporation  or the Bank or
interfere,  in any  manner,  with the  right of the  Corporation  or the Bank to
terminate  your  employment,   whether  with  or  without  cause,  in  its  sole
discretion.

                              Page 70 of 72 Pages
<PAGE>

          6.  Additional  Requirements.  Common  Stock  acquired  by  you on the
exercise  of an  option  hereunder  shall  be  subject  to such  legends  as the
Committee or the  Corporation,  in its sole  discretion,  deems  appropriate  to
comply with applicable Federal or state Securities laws. In connection therewith
and prior to the  issuance of such  shares,  you shall be required to deliver to
the  Corporation  such other  documents as may be reasonably  required to ensure
compliance with applicable Federal or state securities laws.

          7. Plan  Provisions.  The  option to  acquire  shares of Common  Stock
granted  hereunder shall be subject to such  additional  terms and conditions as
may be  imposed  under  the  terms of the  Plan,  in  addition  to the terms and
conditions of this agreement.  By execution of this  agreement,  you acknowledge
that you have reviewed and read a copy of the Plan Prospectus and that no member
of the Committee shall be liable for any action or  determination  taken on good
faith  with  respect  to the  Plan  or any  grant  or  award  hereunder  or this
agreement.

                                         Very truly yours,

                                         WHITNEY HOLDING CORPORATION

                                         BY:____________________________________
                                         William L. Marks, Chairman of the Board
                                         and Chief Executive Officer



                          ACKNOWLEDGMENT AND AGREEMENT
                          ----------------------------

          By execution of this paragraph, I agree that the option and the shares
of Common Stock transferred upon the exercise of the option shall be governed by
and are subject to the foregoing  terms and conditions and the provisions of the
Plan.

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


                                       -----------------------------------------
                                       Date

                              Page 71 of 72 Pages
<PAGE>
Exhibit 23

                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent  public  accountants,  we hereby consent to the  incorporation by
reference of our report in this Form 10-K,  into Whitney  Holding  Corporation's
previously  filed  Registration  Statements  on Forms S-3 (File  Nos.  33-52999,
33-55307, and 333-49782),  Form S-8 (File Nos. 333-56024, as amended, 333-68506,
333-01591,  333-30257  and  333-51065)  and Form 424B3 (File Nos.  333-50482 and
333-51576).


/s/Arthur Andersen LLP

New Orleans, Louisiana
March 30, 2001


                              Page 72 of 72 Pages