8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 17, 2008

WHITNEY HOLDING CORPORATION

(Exact Name of Registrant as Specified in Charter)

Louisiana	0-1026	72-6017893
(State or Other Jurisdiction	(Commission File Number)	(I.R.S. Employer
of Incorporation)		Identification No.)

228 St. Charles Avenue

 New Orleans, Louisiana 70130

(Address of Principal Executive Offices, including Zip Code)

(504) 586-7272

(Registrant’s telephone number, including area code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

Whitney Holding Corporation will make a presentation to the Fox-Pitt Kelton Small and Mid-Cap Bank and Insurance Conference at the Omni Berkshire Place in New York on Tuesday, June 17, 2008 beginning at 2:00 p.m. Eastern Time.  Interested parties may access a live listen-only webcast of the presentation through the Investor Relations section of our website at www.whitneybank.com. The presentation will be archived for 90 days following the conference.

Attached as Exhibit 99.1, is a copy of the visual presentation that will be utilized during the presentation.  This visual presentation contains certain information relating to Whitney’s recently announced acquisition of the Parish National Corporation.

The information in this Form 8-K and the exhibit attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Exchange Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Additional Information about This Transaction

Whitney Holding Corporation will file a Registration Statement on Form S-4 regarding this transaction with the Securities and Exchange Commission (the “SEC”) that will contain a proxy statement/prospectus for the shareholders of Parish National Corporation.  Parish National Corporation will mail the proxy/statement prospectus to its shareholders.  These documents will contain important information about the transaction, and Whitney Holding Corporation and Parish National Corporation encourage you to read these documents when they become available.

You may obtain copies of all other documents filed with, or furnished to, the SEC by Whitney Holding Corporation at the SEC’s website at www.sec.gov.  Copies of these documents may also be obtained from us without charge by directing a written request to Whitney Holding Corporation, P. O. Box 61260, New Orleans, Louisiana 70161, attention:  Mrs. Shirley N. Fremin, Manager, Shareholder Services.

Participants in This Transaction

Whitney Holding Corporation and Parish National Corporation and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Parish National Corporation’s shareholders in connection with this transaction.  Information about persons who may be deemed participants in this transaction will be included in the proxy statement/prospectus.  You can find additional information about Whitney Holding Corporation’s executive officers and directors in Whitney Holding Corporation’s definitive Proxy Statement filed on Schedule 14A with the SEC on March 17, 2008.  Additional information regarding the interests of these participants may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available.

Item 9.01  Financial Statements and Exhibits.

(d)           Exhibits

Exhibit Number	Description
99.1	Visual Presentation of Whitney Holding Corporation , dated June 17, 2008

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  June 17, 2008                                                                 By:     /s/ Thomas L. Callicutt, Jr.

 Thomas L. Callicutt, Jr.

 Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Visual Presentation of Whitney Holding Corporation , dated June 17, 2008

EX-99.1

John M. Turner, Jr.
President

FPKCCW Small & Mid-Cap Bank and Insurance ConferenceJune 17, 2008
New York

John M. Turner, Jr.
President

Forward-Looking Statements

This presentation may include forward-looking statements containing
expectations about future conditions and descriptions of future plans and
strategies.

Whitney's ability to accurately predict the effects of future plans or
strategies is inherently limited such that actual results and performance
could differ materially from those set forth in the forward-looking
statements.

Factors that could cause actual results to differ from those expressed in
the forward-looking statements are available in Whitney’s filings with the
Securities and Exchange Commission.

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

Whitney Is A Very Good, Very Strong Bank

•Strong credit culture

•Strong NIM

•Strong balance sheet and solid capital position

•Operational resiliency

•Geographic diversification

A Renewed Strategic Vision

Updated our Strategic Plan

Reviewed and challenged:

Where we’ve been

Where we are today
Where we believe Whitney should go

Mission Statement

Guiding Principles

Focus & Discipline: A Key To Continued Success

•Focus on segmentation

–Commercial & Business Banking

•Balance sheet management

•Focus on growing fee income

•Reduction of expenses

•Credit remains a core strength

•Continued geographic
diversification

•Capital management

1Q08 Earnings

•Net income $30 million

•Earnings per share (diluted)
$.45

•Results include:

–A $2.3 million gain from the VISA IPO

–A $1.4 million gain from the sale of
pre-1933 assets

–A $1.0 million reduction to expense
from the reversal of the VISA liability
in 4Q07

–Provision expense of $14.0 million

•Remain a well-capitalized
company

–1.6 million shares repurchased

–Increased quarterly dividend

–Tangible capital ratio 8.32%

•Net interest margin of 4.64%

	1Q08	4Q07
(Period-end)
Total Assets	$10.8B	$11.0B
Total Loans	$7.7B	$7.6B
Total Deposits	$8.3B	$8.6B
Net Income	$29.9MM	$30.2MM
E.P.S. (diluted)	$.45	$.45

Cost Control and Efficiencies

§Whitney’s strategic focus requires
that we address process inefficiencies
and improve automation in priority
areas

§Normalized expenses down 2% from
1Q07

§Strategic investments

§Opened new offices

§Offered additional products and services

§Updated technology

•Will continue expense control
measures for the foreseeable future

($s in millions)	1Q08	4Q07	1Q07
Personnel Expense	$47.4	$48.2	$47.1
Net Occupancy Expense	8.6	8.0	8.1
Equipment & DP	6.2	5.7	5.9
Other Noninterest Expense	21.7	23.9	25.3
Total Noninterest Expense	$83.9	$85.8	$86.4

* NIM remains near the top of the
peer group

*Active management of loan and
deposit pricing

*Liquidity in the deposit base

*Moderately asset-sensitive

*Loan portfolio - 54% variable rate

–(29% tied to Libor; 25% tied to Prime)

*Benefiting from wider
Prime/Libor spread

–Approximately 7bps benefit in
1Q08 compared to normal spread

Net Interest Margin - Asset Sensitive

1Q08 Average Balances

1Q08 NIM 4.64%

1Q07 NIM 5.08%

Commercial and Business Banking Focus

•Commercial portfolio 83%

–46% CRE

–37.5% C&I

•Consumer portfolio 17%

–12% Residential RE

–4% Individual

•No Indirect portfolio

•No meaningful exposure to
subprime home mortgage loans

•Minimal Credit Card portfolio

–$44 million

•Oil & gas approximately 10%

•Real Estate portfolio diversified
by geography

At 3/31/08

Diversified By Geography

Total Loans $7.7 billion

–37% serviced in metro New Orleans

–18% serviced in southwest LA

–18% serviced in Florida

•7% serviced from the panhandle

•11% serviced from the Tampa Bay metro
area

–16% serviced in Houston

–11% serviced in Alabama/Mississippi

–Loan growth supported by economic
and market conditions in Texas,
Alabama and Louisiana markets
outside the metro New Orleans area

•6% total loan growth from a year
earlier

–29% growth in Houston

–16% growth in southwestern LA

–Decrease of approximately 4% in
loans serviced from Florida

At 3/31/08; period-end

Commercial Real Estate Diversified

($s in millions)	LA	AL/MS	FL	TX	Total
Residential Construction	81.8	42.4	69.9	85.1	$279.2
Commercial construction, land & land development	419.3	224.9	426.9	355.3	$1,426.5
Owner- occupied CRE	459.1	70.6	176.4	87.1	$793.2
Nonowner- occupied CRE	477.4	104.0	317.9	134.8	$1,034.1
Total CRE	$1,437.6	$441.9	$991.1	$662.3	$3,533.0

•Commercial real estate
exposure diversified

–41% LA

–28% FL

–19% TX

–12% AL/MS

At 3/31/08

Florida Loan Portfolio Facts

•Total portfolio approximately $1.4 billion

–Approximately $540 million in panhandle

–Approximately $850 million in Tampa Bay area

•CRE portfolio totals $991 million

–Residential construction $70 million

•Lot loans = 12% of total FL portfolio

•Undeveloped land loans = 7% of total FL portfolio

•13% of total FL portfolio is criticized

At 3/31/08

All Florida Portfolios Are Not The Same

•All Florida portfolios are not the same

–Underwriting standards vary

–Relationship banking is our focus

•All Florida loans are not troubled

–87% of our Florida portfolio is not criticized

•All loans in Florida were not made at 100% LTV

•All Florida loans are not collateral dependent

–Many have been subject to ongoing amortization

–Many guarantors have adequate liquidity and cash flows to
support the debt

•All collateral values have not dropped at least 50%

A Strong Monitoring Process Is Key

One of our core strengths is understanding and
managing credit risk

–Seasoned, well understood credit culture

–Consistent application and monitoring of standards
throughout the Company

–Multiple controls within our credit culture

–An independent credit review function assesses the
accuracy of officer ratings, timeliness of rating
changes, performs concurrent reviews

•Prompt identification of problem
loans leads to increased level of
downgrades, criticized and
nonperforming loans

•5% of total loans are criticized

–13% of FL loans are criticized

•Approximately 1/3rd of the
criticized are lots and
undeveloped land

–6% AL/MS loans are criticized

–3% TX loans are criticized

–3% LA loans are criticized

•Increase of $87 million in
criticized during 1Q08

–Approximately 70% from 4
credits, each in a different
geography, each in a different
industry, all rated special mention

$s in millions

Prompt Identification of Problem Loans

NPAs are included in total criticized portfolio

Criticized loan portfolio
(by risk rating)

Criticized loan portfolio
(by geography)

At 3/31/08

•NPAs = $151 million at 3/31/08

–NPLs = $139 million

–ORE = $12 million

•Handful of larger loans can
significantly impact our ratios

–NPA ratio 1.96%

–Reserve coverage ratio .66%

•Approximately half of NPLs from
Florida

•4 larger credits have impacted NPLs
since 6/30/07

–Different geographies

–Different industries

–Today these credits = $36 million or 47bps
of the NPA ratio

Thorough Workout Process

NPLs by geography (at 3/31/08)

Adequately Reserved For Inherent Loss

•Methodology for determining the allowance is a consistent process

–Important factors are re-evaluated quarterly to respond to changing conditions

•Allowance encompasses three elements

–Allowances established for losses on criticized loans

–Allowances based on historical loss experience

•Loans with acceptable credit quality

•Groups of homogenous loans not individually rated

–Allowances based on general economic conditions

•Allowance is built each quarter from the bottom up in determining loan loss provision

•Based on estimates of the inherent loss in the portfolio, we believe we are adequately
reserved

Reserves/loans %

Historical Trend: Healthy Level of Recoveries

Percent Net Charge-offs to Average Loans

•Higher level in 1Q08 as we
took charge-offs for some of
the inherent losses we
reserved for in earlier
periods

•Net charge-offs historically
at or below peer levels given
a higher level of recoveries

Sound Capital Levels

	3/31/08	12/31/07	3/31/07
Equity to Assets	11.39%	11.73%	11.30%
Tangible Equity to Assets	8.32%	8.24%	8.22%
Tier I Leverage	8.45%	8.79%	9.02%

Acquisitions Are Important To Our Growth

§I-10/Gulf Coast
Strategy has
served Whitney
well

§It is now time to
move on to the
next phase of
our acquisition
strategy

§We will
emphasize
markets in
larger cities
from Texas
throughout the
southeast

Represent possible future Whitney expansion

Benefits Of Our Expansion Efforts

•Growth markets in Houston and southwest Louisiana
“offset” stressed markets in Florida

•Growth in 1Q08 came mainly from Houston,
however all pipelines look good

•Outlook for Houston, southwest Louisiana and south
Alabama is positive

•Greater New Orleans economy is showing some
positive signs

–Construction, energy services, maritime construction
industries all doing well

Parish National Corporation

Parish National To Merge With Whitney

Financial data as of 3/31/08; Northshore market: St. Tammany, Tangipahoa and Washington parishes

Parish National Corporation At-A-Glance

•40 year-old Northshore Bank

•Business banking focus

•Total Assets:
$765.2 million

•Total Loans:
$580 million

•Total Deposits:
$679 million

•2007 Net Income:
$8 million

•Northshore market share:
9.6% (At June 30, 2007)

•17 locations

# of Offices	Target	WNB	Total
St. Tammany Parish	6	6	12
Tangipahoa Parish	3	1	4
Washington Parish	2	0	2
Jefferson Parish	3	15	18
Orleans Parish	1	18	19
Alabama (Fairhope)	1	0	1
Florida (Destin)	1	5	6
Total	17	45	62

Total current Whitney branches:153 (Texas, Louisiana, Mississippi, Alabama and Florida)

Parish National/Whitney Locations

* LTM = last 12 months as of 3/31/08

Parish National - Deal Metrics

•Parish National shareholders will receive stock and/or cash of
approximately $165 million

–No more than 60% in cash

–No more than 45% in Whitney stock

•2.7x book value

•17.8x LTM earnings

•Expected fourth quarter 2008 closing

•Expect immediate earnings accretion

•Expect to keep members of current management

•Will reduce Whitney capital ratios; still remain well-capitalized

•Transaction subject to due diligence, Parish National shareholder
approval, regulatory approval, other closing conditions

Why this acquisition?

•This acquisition helps us meet several strategic plan initiatives

–Attractive market

•Improve market share in growing Northshore market

–Refocusing on our roots

•Leverage New Orleans franchise and improve market share

–Target provides a cultural fit with our desired commercial and
business segments

–Increase existing and future access to lower cost funding

•19% noninterest-bearing deposits

* New Orleans MSA: Jefferson, Orleans,
Plaquemines, St. Bernard, St. Charles, St.
John the Baptist and St. Tammany parishes

Source: www.fdic.gov

Improved Market Share

•New Orleans MSA*
share increases to
16.0% (from 14.05%)

1.Capital One: 28.02%

2.JPM: 18.55%

3.Whitney: 16.0%

4.Regions 10.74%

Refocusing On Our Roots

•Leveraging hometown opportunities

–Opened 3 new offices

•Striving for increased market share

•Focused on being the leading business bank in
our markets

Marrero

Hammond

LaPlace

•Service

•Knowledge

•Relationship-focus

•Friendly

•Community-conscious

John M. Turner, Jr.
President

FPKCCW Small & Mid-Cap Bank and Insurance ConferenceJune 17, 2008
New York