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): March 29, 2011

WHITNEY HOLDING CORPORATION

(Exact Name of Registrant as Specified in Charter)

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

228 St. Charles Avenue, New Orleans, Louisiana 70130

(Addresses of Principal Executive Offices, including Zip Code)

 (504) 586-7272

(Registrant’s Phone Number, including Area Code)

____________________________________________________

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

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o 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 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

On March 29, 2011, Whitney Holding Corporation (“Whitney”) sent a notice (the “Notice”) to the participants in the Whitney National Bank Savings Plus Plan (the “Plan”) informing them that all shares of Whitney Holding Corporation common stock held in the WHC Stock Fund will be converted into shares of Hancock Holding Company common stock and will be invested in the Hancock Stock Fund. The Notice indicated that the proposed conversion would result in a temporary suspension of activity involving the WHC Stock Fund, which period is expected to begin at 4 p.m. Eastern time on April 28, 2011 and end during the week of May 8, 2011 (the “Blackout Period”).  Whitney is deemed to have received notice on March 29, 2011.

As described in the Notice, participants in the Plan will be prevented during the Blackout Period from directing or diversifying any portion of their accounts invested in the WHC Stock Fund.  All other activity with regard to the Plan can continue as normal, including directing investments that do not include the WHC Stock Fund and making transfers between other investment options.

In connection with the foregoing, on April 4, 2011, the Company sent a notice to its directors and executive officers in accordance with Section 3.06 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction).  A copy of the notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.   Financial Statements and Exhibits.

(d)           Exhibits

99.1 Notice to the Directors and Executive Officers of Whitney Holding Corporation in connection with the Whitney National Bank Savings Plus Plan

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SIGNATURES

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.

WHITNEY HOLDING CORPORATION

By:          /s/Thomas L. Callicutt, Jr.                                                           

Thomas L. Callicutt, Jr.

Senior Executive Vice President and Chief Financial Officer

Date: April 4, 2011

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EX-99.1

Item 9.01   Financial Statements and Exhibits

IMPORTANT NOTICE

To the Directors and Executive Officers of Whitney Holding Corporation

In connection with the

Whitney National Bank Savings Plus Plan

As a consequence of the conversion of the WHC Stock Fund in the Whitney National Bank Savings Plus Plan (the “Plan”) into the Hancock Stock Fund, the Plan Administrator of the Plan will temporarily suspend the ability of all Plan participants invested in the WHC Stock Fund on April 28, 2011 at 4:00 p.m. Eastern time to direct or diversify amounts invested in the WHC Stock Fund or take loans or other withdrawals from the Plan.  This temporary suspension is referred to as a “Plan Blackout Period.”  If you are a participant in the Plan, you should have already received a notice from the Human Resources Department and Fidelity Investments informing you of the Plan Blackout Period that is scheduled to begin at 4:00 p.m. Eastern time on April 28, 2011, and end the week of May 8, 2011.

Whitney Holding Corporation (the “Company”) is required to provide this notice to you in order to comply with Section 306(a) of the Sarbanes-Oxley Act of 2002 (the “Act”), which applies to executive officers and directors of the Company.  The purpose of this notice is to inform you that  pursuant to Section 306(a) of the Act and Securities and Exchange Commission Regulation BTR (Blackout Trading Restriction), as a director or executive officer of the Company, you are prohibited from purchasing, selling or otherwise acquiring or transferring any Whitney Holding Corporation common stock (“Whitney Stock”) during the Plan Blackout Period if the Whitney Stock was acquired in connection with your service or employment as a director or executive officer of the Company (the “Trading Prohibition”).  The Trading Prohibition does not apply to the disposition of your Whitney Stock in connection with merger with Hancock Holding Company that will occur automatically at the time of the merger.

During the Plan Blackout Period you may not:

·   acquire Whitney Stock if the acquisition is in connection with service or employment as a director or executive officer of the Company; or

·   dispose of Whitney Stock if the disposition involves Whitney Stock acquired in connection with service or employment as a director or executive officer of the Company.

In addition, if you become a director or executive officer of Hancock Holding Company or any of its subsidiaries in connection with or following the merger and, in the transaction receive common stock of Hancock Holding Company (“Hancock Stock”), those shares of Hancock Stock will be considered acquired in connection with your service or employment as a director or executive officer of the Company and subject to the Trading Prohibition to the extent that they are received in respect of Whitney Stock that was previously acquired in connection with your service or employment as a director or executive officer of the Company or any of its subsidiaries.

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The Plan Blackout Period is expected to begin at 4:00 p.m. Eastern time on April 28, 2011 and end the week of May 8, 2011.   The Trading Prohibition will begin on the same date and will apply until the end of the Plan Blackout Period.  If you have questions specific to the dates of the Plan Blackout Period, you should call Fidelity Investments at 1-800-835-5095 between 9:00 a.m. and 5:00 p.m. Eastern time.  The Plan Blackout Period is expected to last between 5 and 10 days.

During the Plan Blackout Period, if you participate in the Plan you will not be able to request loans or other withdrawals, however, you will continue to be able to direct the investment of your investment funds (excluding the WHC Stock Fund), including making changes between the other investment options.

If you have any questions regarding this notice, you should contact Craig Bullock, Senior Vice President and Director of Human Resources at (504) 586-3667 or cbullock@whitneybank.com.

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