Exhibit
      10.1





**WHITNEY
      HOLDING CORPORATION**


**and**


**WHITNEY
      NATIONAL BANK**





**AMENDED
      AND RESTATED**


**EXECUTIVE
      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 ____________ ("Executive").





WHEREAS,
      the Executive is presently employed by each of the Holding Corporation and
      the
      Bank as _____________________(Corporate Executive Title), and the parties have
      previously entered into an Executive Agreement (the “Existing Agreement”) that
      entitles Executive to severance benefits in the event Executive’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 Executive 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 Executive's authorities or duties,
      a
      change in his reporting responsibilities or titles or the assignment of the
      Executive to any duties or responsibilities that are inconsistent with his
      position, duties, responsibilities or status immediately preceding such
      assignment;


b.           A
      reduction in the Executive's compensation during the Covered
      Period.  For this purpose, "compensation" means the fair market value
      of all remuneration paid to the Executive 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  Executive  to a
      location  requiring  a change in his residence  or
      a material increase in the amount of travel ordinarily required of the Executive
      in the performance of his duties; or


d.           A
      good faith determination by the Executive 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 300% of the Executive's "annual salary."  For this
      purpose, "annual salary" means the average of all compensation paid to the
      Executive by the Company which is includible in the Executive'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 Executive elected to defer under any plan or arrangement of the Company
      with
      respect to such years. If the Executive 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 Executive's actual period of employment. Further, if the
      Executive has been employed less than 12 months prior to the occurrence of
      a
      Change in control, the actual compensation of the Executive shall be annualized
      for purposes of this Section 1.6. In the event of dispute between the Executive
      and the Company, the determination of the "annual salary" shall be made by
      an
      independent public accounting firm agreed upon by the Executive and the
      Company.





1.7           "Termination"
      or "Terminated" means (a) termination of the employment of the Executive with
      the Employer for any reason, other than cause, or (b) the resignation of the
      Executive following a Change in Duties. In no event, however, shall the
      Executive'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 Executive.





**SECTION
      II**


**TERMINATION
      RIGHTS AND OBLIGATIONS**





2.1           Severance
      Awards. If the Executive'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 Executive the Severance Amount;


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


c.           In
      accordance with Section 2.2 hereof, provide for the benefit  of the
      Executive, 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 Executive'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 Executive as of the date
      immediately preceding a Termination;


d.           Pay
      to the Executive 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) three years following the date
      of  Termination, or (ii) the number of years until the Executive's
      normal retirement age under such plan;





e.           Pay
      to the Executive 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) three years
      following the Date of Termination, or (ii) the number of years until the
      Executive's normal retirement age under such plans; and


f.           Pay
      to the Executive the amount to which the Executive 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 Executive were achieved.


g.           Pay
      to the Executive an amount equal to the present value of any benefit accrued
      under either the Whitney National Bank Retirement Plan or the Whitney Holding
      Corporation Retirement Restoration 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 Executive's coverage
      under Medicare Part B or the date on which the Executive 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 Executive’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 Executive, his spouse, and his dependents, if any.





If
      coverage commences as of a Change in Control, the Company shall (a)
      retroactively reinstate the Executive, his spouse, and dependents, if any,
      as of
      the date of Termination, and (b) reimburse to the Executive 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 Executive
      shall be designated as the Executive'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 Executive and the
      Employer are parties, if the Executive's employment is Terminated during the
      Covered Period, then any vesting schedule or other restriction on the ownership
      of any benefits payable to the Executive 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 Executive 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 Executive 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 Executive and
      the
      Employer are parties.





The
      Executive 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 Executive remits the tax. If the Executive
      and
      the Company disagree as to such amount, an independent public accounting firm
      agreed upon by the Executive 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
      Executive 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 Executive 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 Executive 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 Executive 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 Executive
      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
      Executive 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 Executive'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 Executive.





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 Executive 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 Executive shall be in addition to and not in lieu of the benefits provided
      to such Executive 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 Executive (or to such
      Executive'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 Executive.





3.10
      Entire Agreement. This Agreement constitutes the entire agreement between the
      Executive 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 Executive 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 Executive receives from future employment, and the
      Executive 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 Executive’s termination of employment, such
      amount or benefit will not be payable or distributable to Executive 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 Executive’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, Executive’s right to
      receive payment or distribution of such non-exempt deferred compensation will
      be
      delayed until the earlier of Executive’s death or the first day of the seventh
      month following Executive’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 Executive’s separation from service will be
      accumulated and Executive’s right to receive payment or distribution of such
      accumulated amount will be delayed until the earlier of Executive’s death or the
      first day of the seventh month following Executive’s separation from service,
      whereupon the accumulated amount will be paid or distributed to Executive 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:
      ______________________________


Date:
      _____________________________








EXECUTIVE


__________________________________





Date:
      _____________________________