Exhibit
      10.2





**WHITNEY
      HOLDING CORPORATION**


**and**


**WHITNEY
      NATIONAL BANK**





**AMENDED
      AND RESTATED**


**OFFICER
      AGREEMENT**





THIS
      AMENDED AND RESTATED AGREEMENT (the "Agreement") is made by and between WHITNEY
      HOLDING CORPORATION, a corporation organized and existing under the laws of
      the
      State of Louisiana (the "Holding Corporation"), WHITNEY NATIONAL BANK, a
      financial institution organized and existing under the laws of the United States
      (the "Bank"), and _____________ ("Officer").





WHEREAS,
      the Officer is presently employed by the Bank as _____________ (“Officer
      Title”),  and the parties have previously entered into an Officer
      Agreement (the “Existing Agreement”) that entitles Officer to severance benefits
      in the event Officer’s employment is terminated under certain circumstances
      within a specified period prior to or following a Change in Control (as defined
      below); and





WHEREAS,
      the parties desire to amend and restate the Existing Agreement in order to
      comply with the deferred compensation rules under Section 409a of the Internal
      Revenue code of 1986.





NOW,
      THEREFORE, effective as of January 1, 2008, the Holding Corporation, the Bank,
      and the Officer agree to amend and restate the Existing Agreement as
      follows:





**SECTION
      I**


**DEFINITIONS**





1.1           "Change
      in Duties" means the occurrence of one of the following events in connection
      with a Change in Control:





a.           A
      diminution in the nature or scope of the Officer's authorities or duties, a
      change in his reporting responsibilities or titles or the assignment of the
      Officer to any duties or responsibilities that are inconsistent with his
      position, duties, responsibilities or status immediately preceding such
      assignment;


b.           A
      reduction in the Officer's compensation during the Covered
      Period.  For this purpose, "compensation" means the fair market value
      of all remuneration paid to the Officer by the Employer during the immediately
      preceding calendar year, including, without limitation, deferred compensation,
      stock options and other forms of incentive compensation awards, coverage under
      any employee benefit plan (such as a pension, 401(k), medical, dental, life
      insurance or long-term disability plan) and other perquisites;


c.           The  transfer
      of the  Officer  to a
      location  requiring  a change in his residence  or
      a material increase in the amount of travel ordinarily required of the Officer
      in the performance of his duties; or


d.           A
      good faith determination by the Officer that his position, duties,
      responsibilities or status has been affected, whether directly or indirectly,
      in
      any manner which prohibits the effective discharge of any such duties or
      responsibilities.





1.2           "Change
      in Control" means and shall be deemed to have occurred if:





a.           Any
      “person”, including any “group”, determined in accordance with Section 13(d) (3)
      of the Securities Exchange Act of 1934, as amended, becomes the beneficial
      owner, directly or indirectly, of securities of the Holding Corporation
      representing 20% or more of the combined voting power of the Holding
      Corporation’s then outstanding securities, without the approval, recommendation,
      or support of the Board of Directors of the Holding  Corporation as
      constituted immediately prior to such acquisition;


b.           The
      Federal Deposit Insurance Corporation or any other regulatory agency negotiates
      and implements a plan for the merger, transfer of assets and liabilities,
      reorganization, and/or liquidation of the Bank;


c.           Either
      of the Holding Corporation or the Bank is merged into another corporate entity
      or consolidated with one or more corporations, other than a wholly owned
      subsidiary of the Holding Corporation;





d.           A
      change in the members of the Board of Directors of the Holding Corporation
      which
      results in the exclusion of a majority of the "continuing board." For this
      purpose, the term "continuing board" means the members of the Board of Directors
      of the Holding Corporation, determined as of the date on which this Agreement
      is
      executed and subsequent members of such board who are elected by or on the
      recommendation of a majority of such "continuing board"; or


e.           The
      sale or other disposition of all or substantially all of the stock or the assets
      of the Bank by the Holding Corporation (or any successor corporation
      thereto).





1.3           "Company"
      means the Holding Corporation and the Bank.





1.4           "Covered
      Period" means the one-year period immediately preceding and the three-year
      period immediately following the occurrence of a Change in Control that
      qualifies as a “change in control event” as defined in §1.409A-3(i)(5) of the
      final regulations under Internal Revenue Code Section 409A.





1.5           "Employer"
      means the Holding Corporation or the Bank or both, as the case may
      be.





1.6           "Severance
      Amount" means 200% of the Officer's "annual salary." For this purpose, "annual
      salary" means the average of all compensation paid to the Officer by the Company
      which is includible in the Officer's gross income for the highest 3 of the
      5
      calendar years immediately preceding the calendar year in which a Change in
      Control occurs, including the amount of any compensation which the Officer
      elected to defer under any plan or arrangement of the Company with respect
      to
      such years. If the Officer has been employed less than 5 years prior to the
      calendar year in which a Change in Control occurs, "annual salary" shall be
      determined by averaging the compensation (as defined in the preceding sentence)
      for the Officer's actual period of employment. Further, if the Officer has
      been
      employed less than 12 months prior to the occurrence of a Change in control,
      the
      actual compensation of the Officer shall be annualized for purposes of this
      Section 1.6. In the event of dispute between the Officer and the Company, the
      determination of the "annual salary" shall be made by an independent public
      accounting firm agreed upon by the Officer and the Company.





1.7           "Termination"
      or "Terminated" means (a) termination of the employment of the Officer with
      the
      Employer for any reason, other than cause, or (b) the resignation of the Officer
      following a Change in Duties. In no event, however, shall the Officer's
      voluntary separation from service with the Employer on account of death,
      disability, or resignation on or after the attainment of the normal retirement
      age specified in any qualified employee benefit plan maintained by the Employer
      constitute a Termination. For purposes of determining whether a Termination
      has
      occurred, "cause" means fraud, misappropriation of or intentional material
      damage to the property or business of the Employer or the commission of a felony
      by the Officer.





**SECTION
      II**


**TERMINATION
      RIGHTS AND OBLIGATIONS**





2.1           Severance
      Awards. If the Officer's employment is Terminated during the Covered Period,
      then no later than 30 days after the later of (a) the six-month anniversary
      of
      such Termination, or (b) the occurrence of a Change in Control that qualifies
      as
      a “change in control event” as defined in §1.409A-3(i)(5) of the final
      regulations under Internal Revenue Code Section 409A, the Company
      shall:





a.           Pay
      to the Officer the Severance Amount;


b.           Transfer
      to the Officer the ownership of all club memberships, automobiles and other
      perquisites which were assigned to the Officer as of the day immediately
      preceding such Termination;


c.           
      In accordance with Section 2.2 hereof, provide for the benefit  of the
      Officer, his spouse, and his dependents, if any, coverage under the plans,
      policies or programs (as the same may be amended from time to time) maintained
      by the Company for the purpose of providing medical benefits and life insurance
      to other Officer's of the Company with comparable duties; provided, however,
      that in no event shall the coverage provided under this paragraph be
      substantially less than the coverage provided to the Officer as of the date
      immediately preceding a Termination;


d.           Pay
      to the Officer an amount equal to the contributions by the Company to the
      Whitney National Bank Savings Plus 401(k) Plan or a successor arrangement,
      that
      would have been made for the lesser of (i) two years following the date
      of  Termination, or (ii) the number of years until the Officer's
      normal retirement age under such plan;





e.           Pay
      to the Officer an amount equal to the present value of the additional benefits
      which would have accrued under the Whitney National Bank Retirement Plan or
      any
      successors thereto, that would have been made for the lesser of (I) two years
      following the Date of Termination, or (ii) the number of years until the
      Officer's normal retirement age under such plans; and


f.           Pay
      to the Officer the amount to which the Officer would be entitled under the
      Executive Incentive Compensation Plan, or a successor thereto, for the calendar
      year in which a Change in Control occurs, determined as if
      all  performance goals applicable to the Company and the Officer were
      achieved.


g.           Pay
      to the Officer an amount equal to the present value of any benefit accrued
      under
      either the Whitney National Bank Retirement Plan, or any successors thereto,
      that would have been payable under the terms of such plan, including any
      additional accrual provided under Section 2.1e hereto, but was forfeited on
      account of the application of the vesting provisions contained in such
      plan.





2.2           Special
      Rules Governing Group Benefits. Coverage under Section 2.1c, hereof, shall
      (a)
      commence as of the later of the date of Termination or the occurrence of a
      Change in Control, and (b) end as of the earlier of the Officer's coverage
      under
      Medicare Part B or the date on which the Officer is covered under group plans
      providing substantially similar benefits maintained by another employer. For
      this purpose, the Company shall provide coverage during any period in which
      the
      payment of benefits is limited by any form of pre-existing condition
      clause.  The benefits provided pursuant to Section 2.1c and this
      Section 2.2 in any one calendar year shall not affect the amount of benefits
      to
      be provided in any other calendar year; the reimbursement of an eligible expense
      shall be made on or before December 31 of the year following the year in which
      the expense was incurred; and the Officer’s rights to coverage shall not be
      subject to liquidation or exchange for another benefit.





Coverage
      under Section 2.1c, hereof, may be provided under a group policy or program
      maintained by the Company or the Company, in its sole discretion, may acquire
      or
      adopt an individual plan, policy or program providing coverage solely for the
      benefit of the Officer, his spouse, and his dependents, if any.





If
      coverage commences as of a Change in Control, the Company shall (a)
      retroactively reinstate the Officer, his spouse, and dependents, if any, as
      of
      the date of Termination, and (b) reimburse to the Officer his cost of obtaining
      similar coverage for the period commencing on the date of Termination and ending
      on the occurrence of a Change in Control. As to medical claims incurred during
      such period, any coverage actually obtained by the Officer shall be designated
      as the Officer's primary coverage, and the reinstated coverage shall operate
      as
      secondary coverage.





2.3           Other
      Plans and Agreements. To the maximum extent permitted by law and not
      withstanding any provision to the contrary contained in any plan, grant,
      program, contract or other arrangement under which the Officer and the Employer
      are parties, if the Officer's employment is Terminated during the Covered
      Period, then any vesting schedule or other restriction on the ownership of
      any
      benefits payable to the Officer under the terms of any such plan, grant,
      contract, or arrangement shall be accelerated or lapse, as the case may
      be.





2.4           Taxes.
      The Officer shall be responsible for applicable income tax and the Company
      shall
      have the right to withhold from any payment made under this Agreement, or to
      collect as a condition of any payment, any income taxes required by law to
      be
      withheld.





Notwithstanding
      the preceding paragraph, the Company shall pay any excise tax or similar penalty
      imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the
      "Code") or any comparable successor provision, on the Officer as a consequence
      of any "excess parachute payment" within the meaning of Section 280G of the
      Code
      (or a comparable successor provision) payable under this Agreement or any plan,
      grant, program, contract or other arrangement under which the Officer and the
      Employer are parties.





The
      Officer shall submit to the Company the calculation of the amount to be paid
      by
      the Company under this Section 2.4, together with supporting documentation,
      and
      the Company shall promptly pay such amount not later than December 31 of the
      year after the year in which the Officer remits the tax. If the Officer and
      the
      Company disagree as to such amount, an independent public accounting firm agreed
      upon by the Officer and the Company shall make such
      determination.





**SECTION
      III**


**MISCELLANEOUS**





3.1           Notices.
      Notices and other communication required under this Agreement shall be made
      to
      the Company at 228 St. Charles Avenue, New Orleans, Louisiana 70130 and to
      the
      Officer at 228 St. Charles Avenue, New Orleans, Louisiana 70130 or, as to each
      party, at such other address as may be designated by written notice to the
      other. All such notices and communications shall be effective when deposited
      in
      the United States mail, postage prepaid, or delivered to the affected
      party.





3.2           Employment  Rights.  The
      terms of this Agreement shall not be deemed to confer on the Officer any right
      to continue in the employ of the Employer for any period or any right to
      continue his present or any other rate of compensation.





3.3           Assignment.
      The Officer shall not sell, assign, pledge, transfer or otherwise convey the
      right to receive any form of payment or benefit provided under the Agreement,
      except by will or the laws of intestacy.





3.4           Inurement.
      This Agreement shall be binding upon and inure to the benefit of the Holding
      Corporation, the Bank and the Officer and their respective heirs, executors,
      administrators, successors, and assigns.





3.5           Payment
      of Expenses. In the event that it is necessary or desirable for the Officer
      to
      retain legal counsel and/or incur other cost and expenses in connection with
      the
      enforcement of the terms of the Agreement, the Company shall pay (or the Officer
      shall be entitled to reimbursement of) reasonable attorneys' fees, costs, and
      expenses actually incurred, without regard to the final outcome, unless there
      is
      no reasonable basis for the Officer's action.





3.6           Amendment
      and  Termination.  This Agreement  shall not be
      amended or terminated by any act of the Company,  except as may be
      expressly agreed upon, in writing, by the Company and the Officer.





3.7           Nature
      of Obligation. The Company intends that its obligations hereunder be construed
      in the nature of severance pay. The Company's obligations under Section 2 are
      absolute and unconditional and shall not be affected by any circumstance,
      including without limitation, any right of offset, counterclaim, recoupment,
      defense, or other right which the Company may have against the Officer or
      others. All amounts payable by the Company hereunder shall be paid without
      notice or demand.





3.8           Choice
      of Law.  The Agreement shall be governed and construed in accordance
      with the laws of the State of Louisiana.





3.9           No
      Effect on Other Benefits. Any other compensation paid or benefits provided
      to
      the Officer shall be in addition to and not in lieu of the benefits provided
      to
      such Officer under this Agreement. Except as may be expressly provided herein,
      nothing in this Agreement shall be construed as limiting, varying or reducing
      the provision of any benefit available to the Officer (or to such Officer's
      estate or other beneficiary) pursuant to any employment agreement, group plan,
      including any qualified pension or profit-sharing plan, health, disability
      or
      life insurance plan, or any other form of agreement or arrangement between
      the
      Company and the Officer.





3.10
      Entire Agreement. This Agreement constitutes the entire agreement between the
      Officer and the Holding Corporation and the Bank and is intended to supersede
      all prior written or oral understandings with respect to the subject matter
      of
      this Agreement.





3.11
      Invalidity. In the event that any one or more provisions of this Agreement
      shall, for any reason, be held invalid, illegal, or unenforceable in any manner,
      such invalidity, illegality or unenforceability shall not affect any other
      provision of such Agreement.





3.12
      Mitigation. Notwithstanding any provision of this Agreement to the contrary
      and
      to the maximum extent permitted by law, the Officer shall not be subject to
      any
      duty to mitigate the severance awards received hereunder by seeking other
      employment. No severance award received under this Agreement shall be offset
      by
      any compensation the Officer receives from future employment, and the Officer
      shall not be required to perform any service as a condition of this
      Agreement.





3.13           
      Internal Revenue Code Section 409A.





(a)           Notwithstanding
      anything in this Agreement to the contrary, to the extent that any amount or
      benefit that would constitute non-exempt “deferred compensation” for purposes of
      Section 409A of the Internal Revenue Code would otherwise be payable or
      distributable hereunder by reason of Officer’s termination of employment, such
      amount or benefit will not be payable or distributable to Officer by reason
      of
      such circumstance unless (i) the circumstances giving rise to such
      termination of employment meet any description or definition of “separation from
      service” in Section 409A of the Code and applicable regulations (without
      giving effect to any elective provisions that may be available under such
      definition), or (ii) the payment or distribution of such amount or benefit
      would be exempt from the application of Section 409A of the Code by reason
      of the short-term deferral exemption or otherwise.  This provision
      does not prohibit the vesting of any amount upon a termination of employment,
      however defined.  If this provision prevents the payment or
      distribution of any amount or benefit, such payment or distribution shall be
      made on the date, if any, on which an event occurs that constitutes a Section
      409A-compliant “separation from service.”


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





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


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





For
      purposes of this Agreement, the term “Specified Employee” has the meaning given
      such term in Code Section 409A and the final regulations
      thereunder.





EXECUTED
      in multiple counterparts as of the dates set forth below, each of which shall
      be
      deemed as original, and effective as of the date first set forth
      above.





WHITNEY
      HOLDING CORPORATION


WHITNEY
      NATIONAL BANK





By:___________________________________





Title:
      Chairman of the Board


and
      Chief Executive Officer





Date:
      _________________________________





OFFICER:




______________________________________





Date:  ________________________________