UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2007

Commission file number 0-1026

WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
Louisiana	72-6017893
(State or other jurisdiction of incorporation or organization)	(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)

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  ü No  __

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ü Accelerated filer __ Non-accelerated filer  __

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes __     No  ü

As of October 31, 2007, 67,702,658 shares of the registrant’s no par value common stock were outstanding.

WHITNEY HOLDING CORPORATION
TABLE OF CONTENTS
			Page
PART I.  Financial Information
	Item 1.    Financial Statements:
		Consolidated Balance Sheets	1
		Consolidated Statements of Income	2
		Consolidated Statements of Changes in Shareholders’ Equity	3
		Consolidated Statements of Cash Flows	4
		Notes to Consolidated Financial Statements	5
		Selected Financial Data	14
	Item 2.   Management’s Discussion and Analysis of Financial Condition
		and Results of Operations	15
	Item 3.   Quantitative and Qualitative Disclosures about Market Risk		36
	Item 4.   Controls and Procedures		36
PART II. Other Information
	Item 1.   Legal Proceedings		37
	Item 1A.Risk Factors		37
	Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds		37
	Item 3.   Defaults upon Senior Securities		37
	Item 4.   Submission of Matters to a Vote of Security Holders		37
	Item 5.   Other Information		37
	Item 6.   Exhibits		37
Signature			38
Exhibit Index			39

PART 1. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
	September 30			December 31
(dollars in thousands)	2007			2006
	(Unaudited)
ASSETS
Cash and due from financial institutions	$	243,327		$	318,165
Federal funds sold and short-term investments		391,437			314,079
Loans held for sale		18,685			26,966
Investment securities
Securities available for sale		1,601,895			1,612,513
Securities held to maturity, fair values of  $273,033 and $273,793, respectively		273,201			273,580
Total investment securities		1,875,096			1,886,093
Loans, net of unearned income		7,452,905			7,050,416
Allowance for loan losses		(82,135	)		(75,927	)
Net loans		7,370,770			6,974,489
Bank premises and equipment		186,256			175,109
Goodwill		331,295			291,876
Other intangible assets		19,247			23,327
Accrued interest receivable		50,334			48,130
Other assets		118,387			127,646
Total assets	$	10,604,834		$	10,185,880
LIABILITIES
Noninterest-bearing demand deposits	$	2,639,020		$	2,947,997
Interest-bearing deposits		5,748,215			5,485,311
Total deposits		8,387,235			8,433,308
Short-term borrowings		654,636			499,533
Long-term debt		168,683			17,394
Accrued interest payable		28,924			17,940
Accrued expenses and other liabilities		111,547			104,743
Total liabilities		9,351,025			9,072,918
SHAREHOLDERS' EQUITY
Common stock, no par value
Authorized - 100,000,000 shares
Issued - 67,662,928 and 66,103,275 shares, respectively		2,800			2,800
Capital surplus		403,666			343,697
Retained earnings		874,954			812,644
Accumulated other comprehensive loss		(27,541	)		(41,015	)
Treasury stock at cost - 2,463 and 173,211 shares, respectively		(70	)		(5,164	)
Total shareholders' equity		1,253,809			1,112,962
Total liabilities and shareholders' equity	$	10,604,834		$	10,185,880
The accompanying notes are an integral part of these financial statements.

1

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
	Three Months Ended					Nine Months Ended
	September 30					September 30
(dollars in thousands, except per share data)	2007			2006		2007			2006
INTEREST INCOME
Interest and fees on loans	$	141,448		$	131,230	$	415,877		$	369,390
Interest and dividends on investment securities
Taxable securities		19,976			18,536		57,030			50,890
Tax-exempt securities		2,257			2,319		6,834			6,891
Interest on federal funds sold and short-term investments		5,764			7,365		15,557			30,470
Total interest income		169,445			159,450		495,298			457,641
INTEREST EXPENSE
Interest on deposits		43,798			33,196		122,641			87,047
Interest on short-term borrowings		6,363			6,192		18,501			15,466
Interest on long-term debt		2,566			291		5,701			871
Total interest expense		52,727			39,679		146,843			103,384
NET INTEREST INCOME		116,718			119,771		348,455			354,257
PROVISION FOR CREDIT LOSSES		9,000			-		7,000			2,720
NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES		107,718			119,771		341,455			351,537
NONINTEREST INCOME
Service charges on deposit accounts		7,882			7,337		22,550			20,819
Bank card fees		4,344			3,855		12,178			11,213
Trust service fees		3,244			2,864		9,615			8,159
Secondary mortgage market operations		1,295			1,240		3,707			4,192
Other noninterest income		37,691			6,052		54,552			19,384
Securities transactions		(1	)		-		(1	)		-
Total noninterest income		54,455			21,348		102,601			63,767
NONINTEREST EXPENSE
Employee compensation		40,582			38,106		119,911			109,089
Employee benefits		8,414			8,832		25,453			26,561
Total personnel		48,996			46,938		145,364			135,650
Net occupancy		8,666			8,162		25,546			21,075
Equipment and data processing		5,710			5,778		17,200			14,976
Telecommunication and postage		3,033			2,580		9,527			7,826
Corporate value and franchise taxes		2,417			2,237		7,176			6,633
Legal and other professional services		2,712			3,601		7,678			7,865
Amortization of intangibles		2,853			2,794		8,735			7,680
Other noninterest expense		13,842			17,140		42,108			49,598
Total noninterest expense		88,229			89,230		263,334			251,303
INCOME BEFORE INCOME TAXES		73,944			51,889		180,722			164,001
INCOME TAX EXPENSE		25,178			16,698		59,912			53,248
NET INCOME	$	48,766		$	35,191	$	120,810		$	110,753
EARNINGS PER SHARE
Basic	$	.72		$	.54	$	1.80		$	1.72
Diluted		.71			.53		1.78			1.69
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic		67,526,329			65,444,539		66,957,065			64,399,751
Diluted		68,237,485			66,591,530		67,896,650			65,589,410
CASH DIVIDENDS PER SHARE	$	.29		$	.27	$	.87		$	.81
The accompanying notes are an integral part of these financial statements.

2

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
								Accumulated
								Other
(dollars in thousands,	Common		Capital		Retained			Comprehensive			Treasury
except per share data)	Stock		Surplus		Earnings			Income (Loss)			Stock			Total
Balance at December 31, 2005	$	2,800	$	250,174	$	738,655		$	(21,223	)	$	(9,363	)	$	961,043
Comprehensive income:
Net income		-		-		110,753			-			-			110,753
Other comprehensive loss:
Unrealized net holding gain on securities,
net of reclassifications and tax		-		-		-			334			-			334
Total comprehensive income		-		-		110,753			334			-			111,087
Cash dividends, $.81 per share		-		-		(52,763	)		-			-			(52,763	)
Stock issued in business combination		-		75,129		-			-			-			75,129
Stock issued to dividend reinvestment plan		-		204		-			-			1,842			2,046
Long-term incentive plan stock activity:
Performance-based restricted stock & units		-		8,288		-			-			(571	)		7,717
Stock options		-		6,063		-			-			458			6,521
Directors' compensation plan stock activity		-		928		-			-			1,403			2,331
Balance at September 30, 2006	$	2,800	$	340,786	$	796,645		$	(20,889	)	$	(6,231	)	$	1,113,111
Balance at December 31, 2006	$	2,800	$	343,697	$	812,644		$	(41,015	)	$	(5,164	)	$	1,112,962
Adjustment on adoption of FIN 48 (Note 13)		-		-		721			-			-			721
Adjusted balance at beginning of period		2,800		343,697		813,365			(41,015	)		(5,164	)		1,113,683
Comprehensive income:
Net income		-		-		120,810			-			-			120,810
Other comprehensive income:
Unrealized net holding gain on securities,
net of reclassifications and tax		-		-		-			8,024			-			8,024
Net change in prior service credit and
net actuarial loss on retirement plans,
net of tax (Note 8)		-		-		-			5,450			-			5,450
Total comprehensive income		-		-		120,810			13,474			-			134,284
Cash dividends, $.87 per share		-		-		(59,221	)		-			-			(59,221	)
Stock issued in business combination		-		48,298		-			-			-			48,298
Stock issued to dividend reinvestment plan		-		877		-			-			1,443			2,320
Long-term incentive plan stock activity:
Performance-based restricted stock & units		-		7,575		-			-			(129	)		7,446
Stock options		-		615		-			-			2,365			2,980
Directors' compensation plan stock activity		-		2,604		-			-			1,415			4,019
Balance at September 30, 2007	$	2,800	$	403,666	$	874,954		$	(27,541	)	$	(70	)	$	1,253,809
The accompanying notes are an integral part of these financial statements.

3

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Nine Months Ended
	September 30
(dollars in thousands)	2007			2006
OPERATING ACTIVITIES
Net income	$	120,810		$	110,753
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of bank premises and equipment		13,038			11,288
Amortization of purchased intangibles		8,735			7,680
Share-based compensation earned		10,789			10,027
Premium amortization (discount accretion) on securities, net		744			2,242
Provision for credit losses and losses on foreclosed assets		7,088			2,769
Net gains on asset dispositions, including gain on insurance settlement		(33,257	)		(212	)
Deferred tax expense (benefit)		9,582			(857	)
Net decrease in loans originated and held for sale		8,281			22,448
Net (increase) decrease in interest and other income receivable and prepaid expenses		(5,162	)		7,587
Net increase (decrease) in interest payable and accrued income taxes and expenses		18,289			(10,752	)
Other, net		(563	)		(1,306	)
Net cash provided by operating activities		158,374			161,667
INVESTING ACTIVITIES
Proceeds from sales of investment securities available for sale		38,964			45,815
Proceeds from maturities of investment securities available for sale		292,338			224,502
Purchases of investment securities available for sale		(273,992	)		(469,143	)
Proceeds from maturities of investment securities held to maturity		8,441			8,500
Purchases of investment securities held to maturity		(5,022	)		(28,411	)
Net increase in loans		(182,048	)		(19,270	)
Net (increase) decrease in federal funds sold and short-term investments		(78,613	)		458,665
Proceeds from sales of foreclosed assets and surplus property		5,736			2,393
Proceeds from insurance settlement		30,801			-
Purchases of bank premises and equipment		(16,595	)		(20,926	)
Net cash paid in acquisition		(7,503	)		(33,992	)
Other, net		(625	)		9,196
Net cash provided by (used in) investing activities		(188,118	)		177,329
FINANCING ACTIVITIES
Net decrease in transaction account and savings account deposits		(538,650	)		(768,102	)
Net increase in time deposits		273,163			44,514
Net increase in short-term borrowings		129,340			172,620
Proceeds from issuance of long-term debt		149,738			-
Repayment of long-term debt		(4,211	)		(11,512	)
Proceeds from issuance of common stock		5,532			8,600
Purchases of common stock		(3,272	)		(3,165	)
Cash dividends		(57,597	)		(50,298	)
Other, net		863			2,354
Net cash used in financing activities		(45,094	)		(604,989	)
Decrease in cash and cash equivalents		(74,838	)		(265,993	)
Cash and cash equivalents at beginning of period		318,165			554,827
Cash and cash equivalents at end of period	$	243,327		$	288,834
Cash received during the period for:
Interest income	$	486,601		$	461,477
Cash paid during the period for:
Interest expense	$	136,834		$	100,571
Income taxes		41,500			63,950
Noncash investing activities:
Foreclosed assets received in settlement of loans	$	2,678		$	749
The accompanying notes are an integral part of these financial statements.

4

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1

BASIS OF PRESENTATION

The consolidated financial statements include the accounts of Whitney Holding Corporation and its subsidiaries (the Company or Whitney).  The Company’s principal subsidiary is Whitney National Bank (the Bank), which represents virtually all of the Company’s operations and net income.  All significant intercompany balances and transactions have been eliminated in consolidation.

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.  The consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of Whitney’s financial condition, results of operations, changes in shareholders’ equity and cash flows for the interim periods presented.  These adjustments are of a normal recurring nature and include appropriate estimated provisions.  Certain financial information for prior periods has been reclassified to conform to the current period’s presentation.

Pursuant to the rules and regulations of the Securities and Exchange Commission (SEC), some financial information and disclosures have been condensed or omitted in preparing the consolidated financial statements presented in this quarterly report on Form 10-Q.  These financial statements should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2006.  Financial information reported in these financial statements is not necessarily indicative of the financial condition, results of operations or cash flows of any other interim or annual periods.

NOTE 2

MERGERS AND ACQUISITIONS

On March 2, 2007, Whitney completed its acquisition of Signature Financial Holdings, Inc. (Signature), headquartered in St. Petersburg, Florida, the parent of Signature Bank.  Signature Bank operated seven banking centers in the Tampa Bay area and had approximately $270 million in total assets, including $220 million of loans, and $210 million in deposits at acquisition.  The transaction was valued at approximately $61 million, with $13 million paid to Signature’s shareholders in cash and the remainder in Whitney common stock totaling 1.49 million shares.  Applying purchase accounting to this transaction, the Company recorded goodwill of $39 million and a $4 million intangible asset for the estimated value of deposit relationships with a weighted-average life of 2.4 years.  No other material adjustments were required to record Signature’s assets and liabilities at fair value.

In April 2006, Whitney acquired First National Bancshares, Inc. of Bradenton, Florida (Bradenton), the parent of 1st National Bank & Trust, which also operated in the Tampa Bay area and had approximately $380 million in total assets, including a loan portfolio valued at $286 million, and $319 million in deposits at the acquisition date.  Bradenton’s shareholders received 2.16 million shares of Whitney common stock and cash totaling $41 million, for a total transaction value of approximately $116 million.  Intangible assets acquired in this transaction included $88 million of goodwill and $7 million assigned to the value of deposit relationships with a weighted-average life of 2.3 years.

5

The acquired banking operations have been merged into the Bank.  Whitney’s financial statements include the results from acquired operations since the acquisition dates.

NOTE 3

LOANS

The composition of the Company’s loan portfolio was as follows.

	September 30				December 31
(in thousands)	2007				2006
Commercial, financial and agricultural	$	2,837,163	38	%	$	2,725,531	38	%
Real estate – commercial, construction and other		3,345,098	45			3,094,004	44
Real estate – residential mortgage		924,277	12			893,091	13
Individuals		346,367	5			337,790	5
Total	$	7,452,905	100	%	$	7,050,416	100	%

NOTE 4

ALLOWANCE FOR LOAN LOSSES AND RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS, IMPAIRED LOANS AND NONPERFORMING LOANS

A summary analysis of changes in the allowance for loan losses follows.

	Three Months Ended						Nine Months Ended
	September 30						September 30
(in thousands)	2007			2006			2007			2006
Allowance at beginning of period	$	75,099		$	80,715		$	75,927		$	90,028
Allowance of acquired bank		-			-			2,791			2,908
Provision for credit losses		9,400			(1,500	)		7,900			1,500
Loans charged off		(5,119	)		(5,263	)		(12,698	)		(22,406	)
Recoveries		2,755			681			8,215			2,603
Net charge-offs		(2,364	)		(4,582	)		(4,483	)		(19,803	)
Allowance at end of period	$	82,135		$	74,633		$	82,135		$	74,633

A summary analysis of changes in the reserve for losses on unfunded credit commitments follows.  The reserve is reported with accrued expenses and other liabilities in the consolidated balance sheets.

	Three Months Ended					Nine Months Ended
	September 30					September 30
(in thousands)	2007			2006		2007			2006
Reserve at beginning of period	$	1,400		$	300	$	1,900		$	580
Provision for credit losses		(400	)		1,500		(900	)		1,220
Reserve at end of period	$	1,000		$	1,800	$	1,000		$	1,800

6

Information on loans evaluated for possible impairment loss follows.

	September 30		December 31
(in thousands)	2007		2006
Impaired loans
Requiring a loss allowance	$	59,249	$	38,308
Not requiring a loss allowance		17,631		12,950
Total recorded investment in impaired loans	$	76,880	$	51,258
Impairment loss allowance required	$	15,894	$	9,773

The following is a summary of nonperforming loans.

	September 30		December 31
(in thousands)	2007		2006
Loans accounted for on a nonaccrual basis	$	88,580	$	55,992
Restructured loans		-		-
Total nonperforming loans	$	88,580	$	55,992

NOTE 5

DEPOSITS

The composition of deposits was as follows.

	September 30		December 31
(in thousands)	2007		2006
Noninterest-bearing demand deposits	$	2,639,020	$	2,947,997
Interest-bearing deposits:
NOW account deposits		1,008,781		1,099,408
Money market deposits		1,235,913		1,185,610
Savings deposits		898,438		965,652
Other time deposits		866,198		750,165
Time deposits $100,000 and over		1,738,885		1,484,476
Total interest-bearing deposits		5,748,215		5,485,311
Total deposits	$	8,387,235	$	8,433,308

Time deposits of $100,000 or more include balances in treasury-management deposit products for commercial and certain other larger deposit customers.  Balances maintained in such products totaled $634 million at September 30, 2007 and $486 million at December 31, 2006.  Most of these deposits mature on a daily basis.

7

NOTE 6

OTHER ASSETS AND ACCRUED EXPENSES AND OTHER LIABILITIES

The more significant components of other assets and accrued expenses and other liabilities were as follows.

	September 30		December 31
(in thousands)	2007		2006
Other Assets
Net deferred income tax asset	$	50,111	$	66,914
Low-income housing tax credit fund investments		13,752		15,639
Cash surrender value of life insurance		12,104		9,134
Prepaid expenses		9,745		7,283
Insurance claim receivable		-		5,489
Miscellaneous investments, receivables and other assets		32,675		23,187
Total other assets	$	118,387	$	127,646
Accrued Expenses and Other Liabilities
Accrued taxes and expenses	$	25,582	$	21,020
Dividend payable		16,277		14,704
Trade date obligations		4,180		-
Liability for pension benefits		32,204		21,318
Liability for postretirement benefits other than pensions		13,473		27,128
Reserve for losses on unfunded credit commitments		1,000		1,900
Miscellaneous payables, deferred income and other liabilities		18,831		18,673
Total accrued expenses and other liabilities	$	111,547	$	104,743

NOTE 7

LONG-TERM DEBT

The following is a summary of long-term debt.

	September 30		December 31
(in thousands)	2007		2006
Subordinated notes payable	$	149,751	$	-
Other long-term debt		18,932		17,394
Total long-term debt	$	168,683	$	17,394

In late March 2007, the Bank issued $150 million in subordinated notes with an interest rate of 5.875% and a maturity date of April 1, 2017.  These notes qualify as capital for the calculation of the regulatory ratio of total capital to risk-weighted assets, subject to certain limitations as they approach maturity.

8

NOTE 8

EMPLOYEE RETIREMENT BENEFIT PLANS

Retirement Income Plans

Whitney has a noncontributory qualified defined benefit pension plan covering substantially all of its employees, subject to minimum age and service-related requirements.  Based on currently available information, the Company does not anticipate making a contribution to the plan during 2007.  Whitney also has an unfunded nonqualified defined benefit pension plan that provides retirement benefits to designated executive officers.  The components of net pension expense were as follows for the combined qualified and nonqualified plans.

	Three Months Ended						Nine Months Ended
	September 30						September 30
(in thousands)	2007			2006			2007			2006
Service cost for benefits in period	$	2,066		$	1,999		$	6,215		$	5,989
Interest cost on benefit obligation		2,338			2,068			6,907			6,180
Expected return on plan assets		(2,672	)		(2,458	)		(8,023	)		(7,380	)
Amortization of:
Net actuarial loss		342			510			848			1,480
Prior service credit		(29	)		(29	)		(87	)		(87	)
Transition obligation		-			13			-			39
Net pension expense	$	2,045		$	2,103		$	5,860		$	6,221

Under the provisions of Statement of Financial Accounting Standards (SFAS) No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R), that was effective as of the end of 2006, the gains or losses and prior service costs or credits with respect to a retirement benefit plan that arise in a period but are not immediately recognized as components of net periodic benefit expense are recognized, net of tax, as a component of other comprehensive income.  The amounts included in accumulated other comprehensive income are adjusted as they are recognized as components of net periodic benefit expense in subsequent periods.

Health and Welfare Plans

Whitney has offered health care and life insurance benefit plans for retirees and their eligible dependents.  The Company funds its obligations under these plans as contractual payments come due to health care organizations and insurance companies.

During the first quarter of 2007, Whitney amended these plans to eliminate postretirement health benefits for all participants other than retirees already receiving benefits and those active participants who would be eligible to receive benefits by December 31, 2007 and to eliminate dental benefits for all participants.  The amendment also froze the Company’s health care benefit subsidy at current levels and eliminated the life insurance benefit for employees who retire after December 31, 2007.  The prior service credit and actuarial gains resulting from this amendment reduced Whitney’s liability for postretirement benefits other than pensions by approximately $14 million and increased other comprehensive income for 2007 by approximately $9 million on an after-tax basis.

9

Whitney recognized net periodic expense for postretirement benefits of less than $.1 million in the third quarter of 2007 and $.7 million in the third quarter of 2006.  Year-to-date expense through September 30 was $.2 million in 2007 and $2.3 million in 2006.  None of the individual components of the net periodic expense was individually significant for any period.

NOTE 9

SHARE-BASED COMPENSATION

Whitney maintains incentive compensation plans that incorporate share-based compensation.  The plans for both employees and directors have been approved by the Company’s shareholders.  Descriptions of these plans, including the terms of awards and the number of Whitney shares authorized for issuance, were included in Note 16 to the consolidated financial statements in the Company’s annual report on Form 10-K for the year ended December 31, 2006.

A new long-term incentive compensation plan for employees was approved by the shareholders at the Company’s annual meeting in April 2007.  The new plan provides for substantially the same types of share-based compensation awards as the prior plan and authorizes the issuance of up to 3,200,000 Whitney common shares.

During June 2007, annual share-based compensation awards were made under the directors’ plan as follows.

		Grant Date	Total
	Number	Fair Value	Share-based
(dollars in thousands, except per share data)	Awarded	of Option or Stock	Compensation
Stock grant	8,100	$30.10	$244
Stock options	54,000	6.17	333

Directors’ stock grants are fully vested upon award, and their stock options are immediately exercisable and expire no later than ten years from the grant date.  The exercise price for the directors’ options was set at $30.10, the closing market price for the Company’s stock on the grant date.

In July 2007, annual share-based compensation awards were made under the employee plan as follows.

		Grant Date
		Fair Value	Total
	Number	of Option or	Share-based
(dollars in thousands, except per share data)	Awarded	Stock Unit	Compensation
Performance-based restricted stock units	(a)	(b)	$7,825(d)
Tenure-based restricted stock units	105,175	$28.76(c)	2,784(d)
Stock options	185,450	5.73	1,063

(a)Number of shares that potentially could be issued ranges from 349,000 to none.

(b)Fair value of base award of 174,500 units was market price of Whitney common stock on the grant date, or $28.76.  Fair value of potential performance units which do not participate in Whitney dividends during the restriction period was $25.43.

(c)Market price of Whitney common stock on the grant date.

(d)Based on the grant date fair value and number of shares that are ultimately expected to be issued, taking into consideration expected performance factors, if applicable, and forfeitures.

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Employees forfeit their restricted stock units if they terminate employment within three years of the award date, although they can retain a prorated number of units in the case of retirement, death, disability and, in limited circumstances, involuntary termination.  During the three-year period, they cannot transfer or otherwise dispose of the units awarded.  The performance-based restricted stock units that ultimately vest will be determined with reference to Whitney’s financial performance over a three-year period in relation to that of a designated peer group.

Employees can first exercise their stock options from the 2007 award three years from the grant date, provided they are still employed.   A prorated number of options can vest and become immediately exercisable upon an employee’s retirement, death or disability within this three-year period.  All employee options expire after ten years, although an earlier expiration applies in the case of retirement, death or disability.  The exercise price for employee options is set at an amount not lower than the opening market price for Whitney’s stock on the grant date.

The Company recognized share-based compensation expense with respect to awards under the employee plan of $3.3 million ($2.2 million after-tax) in the third quarter of 2007 and $3.9 million ($2.5 million after-tax) in the third quarter of 2006.  Share-based compensation expense for the employee plan was $10.8 million ($7.0 million after-tax) for the first nine months of 2007 and $10.0 million ($6.5 million after-tax) for the comparable period in 2006.

NOTE 10

CONTINGENCIES

Legal Proceedings

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 Whitney’s financial condition, results of operations or cash flows.

Insurance Matters Related to Natural Disasters

Two strong hurricanes struck portions of Whitney’s service area in late-summer 2005.  The Bank incurred a variety of costs to operate in disaster response mode, and a number of facilities and their contents were damaged by the storms, including sixteen facilities that required replacement, relocation or major renovation.  Whitney maintains insurance for casualty losses as well as for reasonable and necessary disaster response costs and certain revenue lost through business interruption.  During the third quarter of 2007, Whitney reached a final settlement on insurance claims arising from these storms and two others and recognized a gain of $31.3 million.  This gain mainly relates to insured costs to replace or restore banking premises and equipment that are capitalized and that exceed the carrying value of the damaged property.

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NOTE 11

EARNINGS PER SHARE

The components used to calculate basic and diluted earnings per share were as follows.

	Three Months Ended				Nine Months Ended
	September 30				September 30
(dollars in thousands, except per share data)	2007		2006		2007		2006
Numerator:
Net income	$	48,766	$	35,191	$	120,810	$	110,753
Effect of dilutive securities		-		-		-		-
Numerator for diluted earnings per share	$	48,766	$	35,191	$	120,810	$	110,753
Denominator:
Weighted-average shares outstanding		67,526,329		65,444,539		66,957,065		64,399,751
Effect of potentially dilutive securities
and contingently issuable shares		711,156		1,146,991		939,585		1,189,659
Denominator for diluted earnings per share		68,237,485		66,591,530		67,896,650		65,589,410
Earnings per share:
Basic	$	.72	$	.54	$	1.80	$	1.72
Diluted		.71		.53		1.78		1.69
Antidilutive stock options		1,562,080		238,800		892,962		83,099

NOTE 12

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, wholly or in part, in the consolidated balance sheets.  These financial instruments include commitments to extend credit under loan facilities and guarantees under standby and other letters of credit.  Such instruments expose the Bank to varying degrees of credit and interest rate risk in much the same way as funded loans.

Revolving loan commitments are issued primarily to support commercial activities.  The availability of funds under revolving loan commitments generally depends on whether the borrower continues to meet credit standards established in the underlying contract and has not violated other contractual conditions.  A number of such commitments are used only partially or, in some cases, not at all before they expire.  Nonrevolving loan commitments are issued mainly to provide financing for the acquisition and development or construction of real property, both commercial and residential, although many are not expected to lead to permanent financing by the Bank.  Loan commitments generally have fixed expiration dates and may require payment of a fee.  Credit card and personal credit lines are generally subject to cancellation if the borrower’s credit quality deteriorates, and many lines remain partly or wholly unused.

Substantially all of the letters of credit are standby agreements that obligate the Bank to fulfill a customer’s financial commitments to a third party if the customer is unable to perform.  The Bank issues standby letters of credit primarily to provide credit enhancement to its customers’ other commercial or public financing arrangements and to help them demonstrate financial capacity to vendors of essential goods and services.  A substantial majority of standby letters of credit outstanding at September 30, 2007 have a term of one year or less.

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The Bank’s exposure to credit losses from these financial instruments is represented by their contractual amounts.  The Bank follows its standard credit policies in approving loan facilities and financial guarantees and requires collateral support if warranted.  The required collateral could include cash instruments, marketable securities, accounts receivable, inventory, property, plant and equipment, and income-producing commercial property.  See Note 4 for a summary analysis of changes in the reserve for losses on unfunded credit commitments.

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

	September 30		December 31
(in thousands)	2007		2006
Commitments to extend credit – revolving	$	2,357,898	$	2,261,861
Commitments to extend credit – nonrevolving		604,032		471,264
Credit card and personal credit lines		553,719		528,276
Standby and other letters of credit		402,903		385,478

NOTE 13

ACCOUNTING PRONOUNCEMENTS

The Company adopted the provisions of Financial Accounting Standards Board (FASB) Interpretation No. 48 (FIN 48), Accounting for Uncertainty in Income Taxes on January 1, 2007.  This interpretation clarifies that the benefit of a position taken or expected to be taken in a tax return should be recognized in a company’s financial statements when it is more likely than not that the position will be sustained based on its technical merits.  FIN 48 also prescribes how to measure the tax benefit recognized and provides guidance on when a tax benefit should no longer be recognized as well as various other accounting, presentation and disclosure matters.  The impact of initially adopting this new guidance was immaterial to Whitney’s financial position and results of operations, and the liability for unrecognized tax benefits from uncertain tax positions at September 30, 2007 is insignificant.  Whitney recognizes interest and penalties, if any, related to income tax matters in income tax expense.  The Company and its subsidiaries file a consolidated federal income tax return and various separate company state returns.  With few exceptions, the returns for years before 2004 are not open for examination by federal or state taxing authorities.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements, to increase consistency and comparability in fair value measurements and provide for expanded disclosures about the development of such measurements and their effect on earnings.  Although the statement does not require any new fair value measurements, its definition of fair value and the framework it establishes for measuring fair value in generally accepted accounting principles will result in some changes from current practice.  The guidance in this statement is effective for Whitney’s 2008 fiscal year.  The Company is in the process of evaluating the potential impact of this statement.

The FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, in February 2007.  This statement permits entities to choose to measure many financial instruments and certain other items at fair value, thereby reducing the earnings volatility caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  This statement is effective for Whitney’s 2008 fiscal year.  The Company has decided not to elect early adoption as permitted by the statement.  The impact of implementing this statement cannot be determined until adoption.

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WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(Unaudited)
	Third Quarter			Second Quarter			Third Quarter			Nine Months ended September 30
(dollars in thousands, except per share data)	2007			2007			2006			2007			2006
QUARTER-END BALANCE SHEET DATA
Total assets	$	10,604,834		$	10,608,267		$	10,098,175		$	10,604,834		$	10,098,175
Earning assets		9,738,123			9,697,723			9,203,856			9,738,123			9,203,856
Loans		7,452,905			7,368,404			6,852,640			7,452,905			6,852,640
Investment securities		1,875,096			1,910,271			1,980,664			1,875,096			1,980,664
Noninterest-bearing deposits		2,639,020			2,736,966			2,864,705			2,639,020			2,864,705
Total deposits		8,387,235			8,512,778			8,199,700			8,387,235			8,199,700
Shareholders' equity		1,253,809			1,208,940			1,113,111			1,253,809			1,113,111
AVERAGE BALANCE SHEET DATA
Total assets	$	10,633,674		$	10,558,237		$	10,218,601		$	10,443,686		$	10,311,510
Earning assets		9,746,184			9,665,684			9,320,563			9,562,005			9,412,166
Loans		7,362,491			7,352,171			6,837,875			7,278,450			6,714,722
Investment securities		1,916,927			1,848,965			1,893,125			1,865,161			1,794,635
Noninterest-bearing deposits		2,686,189			2,743,566			2,963,077			2,718,156			3,098,060
Total deposits		8,480,098			8,479,666			8,399,368			8,394,819			8,577,067
Shareholders' equity		1,224,940			1,211,032			1,095,628			1,193,984			1,044,540
INCOME STATEMENT DATA
Interest income	$	169,445		$	167,002		$	159,450		$	495,298		$	457,641
Interest expense		52,727			50,106			39,679			146,843			103,384
Net interest income		116,718			116,896			119,771			348,455			354,257
Net interest income (TE)		118,245			118,444			121,344			353,086			358,892
Provision for credit losses		9,000			-			-			7,000			2,720
Noninterest income		54,455			24,097			21,348			102,601			63,767
Net securities losses in noninterest income		(1	)		-			-			(1	)		-
Noninterest expense		88,229			88,661			89,230			263,334			251,303
Net income		48,766			35,052			35,191			120,810			110,753
KEY RATIOS
Return on average assets		1.82	%		1.33	%		1.37	%		1.55	%		1.44	%
Return on average shareholders' equity		15.79			11.61			12.74			13.53			14.18
Net interest margin (TE)		4.82			4.91			5.17			4.93			5.10
Average loans to average deposits		86.82			86.70			81.41			86.70			78.29
Efficiency ratio		51.09			62.20			62.53			57.79			59.46
Allowance for loan losses to loans		1.10			1.02			1.09			1.10			1.09
Nonperforming assets to loans plus foreclosed
assets and surplus property		1.22			.81			.80			1.22			.80
Annualized net charge-offs to average loans		.13			.13			.27			.08			.39
Average shareholders' equity to average assets		11.52			11.47			10.72			11.43			10.13
Shareholders' equity to total assets		11.82			11.40			11.02			11.82			11.02
Tangible common equity to tangible assets		8.81			8.34			8.12			8.81			8.12
Leverage ratio		9.19			8.90			8.35			9.19			8.35
COMMON SHARE DATA
Earnings Per Share
Basic	$	.72		$	.52		$	.54		$	1.80		$	1.72
Diluted		.71			.51			.53			1.78			1.69
Dividends
Cash dividends per share	$	.29		$	.29		$	.27		$	.87		$	.81
Dividend payout ratio		40.70	%		56.23	%		50.79	%		49.02	%		47.64	%
Book Value Per Share	$	18.53		$	17.88		$	16.90		$	18.53		$	16.90
Trading Data
High sales price	$	30.32		$	31.92		$	37.00		$	33.26		$	37.26
Low sales price		23.02			29.69			34.42			23.02			27.27
End-of-period closing price		26.38			30.10			35.77			26.38			35.77
Trading volume		28,674,777			13,035,329			10,339,045			57,966,204			38,469,336
Average Shares Outstanding
Basic		67,526,329			67,238,471			65,444,539			66,957,065			64,399,751
Diluted		68,237,485			68,284,392			66,591,530			67,896,650			65,589,410
Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
The efficiency ratio is noninterest expense to total net interest (TE) and noninterest income, excluding securities transactions.

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Item 2: 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 and its subsidiaries (the Company or Whitney) from December 31, 2006 to September 30, 2007 and on their results of operations during the third quarters of 2007 and 2006 and during the nine-month periods through September 30 in each year.  Nearly all of the Company’s operations are contained in its banking subsidiary, Whitney National Bank (the Bank).  This discussion and analysis is intended to highlight and supplement information presented elsewhere in this quarterly report on Form 10-Q, particularly the consolidated financial statements and related notes appearing in Item 1.  This discussion and analysis should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 2006.

FORWARD-LOOKING STATEMENTS

This discussion contains “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.  Forward-looking statements provide projections of results of operations or of financial condition or state other forward-looking information, such as expectations about future conditions and descriptions of plans and strategies for the future.  Forward-looking statements often contain words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “forecast,” “goal,” “intend,” “plan,” “predict,” “project” or other words of similar meaning.

The forward-looking statements made in this discussion include, but may not be limited to, (a) expectations about Whitney’s operational resiliency in the event of natural disasters; (b) comments on conditions impacting certain sectors of the loan portfolio; (c) information about changes in the duration of the investment portfolio with changes in market rates; (d) statements of the results of net interest income simulations run by the Company to measure interest rate sensitivity; (e) discussion of the performance of Whitney’s net interest income assuming certain conditions; (f) comments on expected trends or changes in expense levels for share-based compensation and retirement benefits; and (g) comments on expected benefits from cost control programs.

Whitney’s ability to accurately project results or predict the effects of plans or strategies is inherently limited.  Although Whitney believes that the expectations reflected in its forward-looking statements are based on reasonable assumptions, 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 Company’s forward-looking statements include, but are not limited to:

●    changes in economic and business conditions, including those caused by past or future natural disasters or by acts of war or terrorism, that directly or indirectly affect the financial health of Whitney’s customer base;

●    changes in interest rates that affect the pricing of Whitney’s financial products, the demand for its financial services and the valuation of its financial assets and liabilities;

●    changes in laws and regulations that significantly affect the activities of the banking industry and its competitive position relative to other financial service providers;

15

●    technological changes affecting the nature or delivery of financial products or services and the cost of providing them;

●    Whitney’s ability to effectively expand into new markets;

●    the cost and other effects of material contingencies, including litigation contingencies;

●    Whitney’s ability to effectively manage interest rate risk and other market risk, credit risk and operational risk;

●    Whitney’s ability to manage fluctuations in the value of its assets and liabilities and off-balance sheet exposure so as to maintain sufficient capital and liquidity to support its business;

●    the failure to attract or retain key personnel;

●    the failure to capitalize on growth opportunities and to realize cost savings in connection with business acquisitions; and

●    management’s inability to develop and execute plans for Whitney to effectively respond to unexpected changes.

You are cautioned not to place undue reliance on these forward-looking statements.  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, except as required by law.

OVERVIEW

Whitney earned $48.8 million in the quarter ended September 30, 2007, compared with net income of $35.2 million for the third quarter of 2006.  Per share earnings were $.71 per diluted share in 2007’s third quarter, compared to $.53 for the year-earlier period.  For the first nine months of 2007, Whitney earned $121 million, or $1.78 per diluted share, compared with net income of $111 million for the first nine months of 2006, or $1.69 per diluted share.

Insurance Settlement

During the third quarter of 2007, Whitney reached a final settlement on insurance claims primarily arising from the hurricanes that struck portions of its market area in the late summer of 2005.  With this settlement, the Company recognized a gain of $31.3 million ($19.9 million after-tax, or $.29 per diluted share for the quarter.)  This gain mainly relates to insured costs to replace or restore banking premises and equipment that are capitalized and that exceed the carrying value of the damaged property.

Mergers and Acquisitions

On March 2, 2007, Whitney completed its acquisition of Signature Financial Holdings, Inc. (Signature), the parent of Signature Bank.  Signature’s banking subsidiary operated seven banking centers in the Tampa Bay area with approximately $270 million in total assets, including $220 million of loans, and $210 million in deposits at acquisition.  The transaction was valued at approximately $61 million, with $13 million paid to Signature’s shareholders in cash and the remainder in Whitney common stock totaling 1.49 million shares.  Whitney’s financial information includes the results from these acquired operations since the acquisition date.

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Loans and Earning Assets

Total loans at the end of the third quarter of 2007 were up 9%, or $600 million, from the end of the third quarter of 2006, with approximately 3%, or $204 million, associated with the operations acquired with Signature.  The main support for the organic loan growth between these periods has come from the economic and market conditions in Texas, Alabama and Whitney’s Louisiana markets outside the metropolitan New Orleans area.  Lending to traditional commercial and industrial relationships provided over half of this organic growth.  Market conditions have restrained the pace of new real estate financing in Florida and contributed to a decrease of approximately $130 million in loans serviced from Florida operations apart from those acquired with Signature.

Loans, including loans held for sale, comprised 76% of average earning assets in the third quarter of 2007 compared to 74% in the year-earlier period.  There was a comparable decrease in the percentage of short-term investments in the earning-asset mix compared to the third quarter of 2006 when the Company’s liquidity was still impacted by the deposit build-up following the 2005 hurricanes.

Deposits and Funding

Total deposits at September 30, 2007 were up 2%, or $188 million, compared to the end of the third quarter of 2006, mainly reflecting the deposits added with the Signature acquisition.  Average deposits in the third quarter of 2007 were up 1%, or $81 million, compared to the third quarter of 2006 and basically stable compared to 2007’s second quarter.

Noninterest-bearing sources funded approximately 32% of earning assets for the third quarter of 2007.  This percentage was down from 35% in the third quarter of 2006, but comparable to pre-storm levels.  Higher-cost interest-bearing funds funded 35% of average earning assets in 2007’s third quarter, compared to 29% in the year-earlier period, and up somewhat from pre-storm levels.  This reflected a number of factors including the relative attractiveness of rates on these deposit products in response to market rates and increased use of Whitney’s treasury-management deposit products by commercial customers with excess liquidity.  In addition, the Bank issued $150 million in subordinated notes in late March 2007 to augment its regulatory capital and enhance its capacity for future growth.

Net Interest Income

Whitney’s net interest income (TE) for the third quarter of 2007 decreased $3.1 million, or 3%, from the third quarter of 2006.  Average earning assets increased 5% between these periods, and there was some favorable shift in the mix of assets.  The net interest margin (TE) was 4.82% for the third quarter of 2007, down 35 basis points from the year-earlier period, including an estimated 8 basis points related to the Bank’s subordinated debt issue in late March 2007.  The overall yield on earning assets increased 11 basis points from the third quarter of 2006, mainly reflecting the shift in asset mix.  The cost of funds increased 46 basis points between these periods, mainly in response to the shift in the funding mix to higher-cost sources.

Net interest income (TE) for the third quarter of 2007 was stable compared to the second quarter of 2007, although an increase of approximately $1.0 million would be indicated based solely on the additional day in the current period.  Average earning assets increased 1% between these periods, while the net interest margin declined by 9 basis points, largely as a result of a shift in the funding mix.

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Provision for Credit Losses and Credit Quality

Whitney saw an increase in nonperforming loans and loans criticized through its credit risk-rating process and, based on its established methodology for determining allowances for credit losses, made a $9.0 million provision for credit losses for the third quarter of 2007.  Loan charge-offs, net of recoveries, were .13% of average loans for the third quarter of 2007 and .08% year-to-date in 2007, each on an annualized basis, and the year-to-date provision for credit losses was $7.0 million.

Noninterest Income

Excluding the insurance settlement gain, noninterest income increased 8%, or $1.8 million, from the third quarter of 2006, with improvement noted in all recurring revenue sources.  Deposit service charge income was up 7%, assisted by improved pricing, and increases were also registered for bank card fees, trust service fees, and fees from investment services and insurance operations, mainly reflecting internal growth.

Noninterest income for the third quarter of 2007, exclusive of the insurance settlement gain, was $.9 million lower than in the second quarter of 2007.  Most recurring revenue sources showed improved results between these periods.  Whitney recognized net gains on sales and other revenue from foreclosed assets totaling $.4 million in the third quarter of 2007, which was down $.8 million from the total recognized in the current year’s second quarter.  In addition, the Company had recognized a $.5 million gain in the second quarter of 2007 on the settlement of a pension liability from an acquired entity.

Noninterest Expense

Noninterest expense in the third quarter of 2007 decreased 1%, or $1.0 million, from 2006’s third quarter.  Incremental operating costs associated with Signature totaled approximately $1.7 million in the third quarter of 2007, and the amortization of intangibles acquired in this transaction added another $.5 million to expense for the current year’s third quarter.

Whitney’s personnel expense increased 4%, or $2.1 million, in total, in the third quarter of 2007, including $.9 million for Signature’s operations.  Employee compensation was up 6%, or $2.5 million, while the cost of employee benefits decreased by 5%, or $.4 million, compared to 2006’s third quarter.  The decrease in expense for benefits reflected the impact of the substantial elimination of postretirement health and life insurance benefits in the first quarter of 2007.  The total of all other noninterest expense unrelated to personnel decreased a net $3.1 million, or 7%, compared to the third quarter of 2006.  The prior year period had included a variety of nonrecurring or periodic expenses associated with the Company’s efforts to reduce its disaster-risk posture as well as certain costs and losses directly related to the 2005 storms.

Noninterest expense for the third quarter of 2007 was also down slightly from 2007’s second quarter.  Recent cost control programs that are part of an ongoing strategic review process are reflected in these results and are expected to benefit expense levels in the fourth quarter of 2007.

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FINANCIAL CONDITION

LOANS, CREDIT RISK MANAGEMENT, AND ALLOWANCE AND RESERVE FOR CREDIT LOSSES

Loan Portfolio Developments

Total loans increased $402 million, or 6%, from year-end 2006 to the end of 2007’s third quarter, and were up 9%, or $600 million, from the end of the third quarter of 2006.  Whitney acquired a $220 million loan portfolio with Signature in March 2007.  The main support for the organic loan growth between these periods has come from the economic and market conditions in Texas, Alabama and Whitney’s Louisiana markets outside the metropolitan New Orleans area.  At September 30, 2007, loans serviced by Houston-based bankers had grown to over $1 billion.  Market conditions have restrained the pace of new real estate project financing in Florida and contributed to a decrease from the end of 2006’s third quarter of approximately $130 million in loans serviced from Florida operations, apart from those acquired with Signature.  Loans serviced by Florida-based bankers totaled over $1.3 billion at September 30, 2007, with approximately 40% from the panhandle and 60% from the Tampa Bay metropolitan area.

Table 1 shows loan balances by type of loan at September 30, 2007 and at the end of the four prior quarters.  The following discussion provides a brief overview of the composition of the different portfolio sectors and the customers served in each as well as recent changes.

TABLE 1.  LOANS
		2007						2006
(dollars in thousands)	September 30			June 30		March 31		December 31		September 30
Commercial, financial and
agricultural		$	2,837,163	$	2,825,051	$	2,790,633	$	2,725,531	$	2,591,733
Real estate  –  commercial,
construction and other			3,345,098		3,259,290		3,199,254		3,094,004		3,053,927
Real estate  –
residential mortgage			924,277		935,851		918,323		893,091		874,945
Individuals			346,367		348,212		345,371		337,790		332,035
Total loans		$	7,452,905	$	7,368,404	$	7,253,581	$	7,050,416	$	6,852,640

The portfolio of commercial loans, other than those secured by real property, increased 4%, or $112 million, between year-end 2006 and September 30, 2007.  This portfolio sector increased 9%, or $245 million, compared to the end of 2006’s third quarter, with only a limited contribution from the Signature acquisition.  Overall, the portfolio has remained diversified, with customers in a range of industries, including oil and gas exploration and production, marine transportation and maritime construction, wholesale and retail trade in various durable and nondurable products and the manufacture of such products, financial services, and professional services.  The organic growth in market areas outside of metropolitan New Orleans has increased the geographic diversification of customers represented in the commercial portfolio.  Also included in the commercial loan category are loans to individuals, generally secured by collateral other than real estate, that are used to fund investments in new or expanded business opportunities.

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Loans outstanding to oil and gas industry customers represented approximately 10% of total loans at September 30, 2007, up from approximately 9% at year-end 2006.  The majority of Whitney’s customer base in this industry provides transportation and other services and products to support exploration and production activities.  With expectations of sustained higher commodity prices, Whitney has increased its attention to lending opportunities in the exploration and production sector in recent years, and loans outstanding to this sector comprised approximately 41% of the oil & gas industry portfolio at September 30, 2007.

Outstanding balances under participations in larger shared-credit loan commitments totaled $387 million at the end of 2007’s third quarter, little changed from the total outstanding at year-end 2006.  The total at September 30, 2007 included approximately $110 million related to the oil and gas industry.  Substantially all such shared credits are with customers operating in Whitney’s market area.

The commercial real estate portfolio includes loans for construction and real estate development, both commercial and residential, loans secured by multi-family residential properties and other income-producing properties, and loans secured by properties used in commercial or industrial operations.  This portfolio sector grew 8%, or $251 million, from December 31, 2006, and has increased 10%, or $291 million, since the end of the third quarter of 2006.  The Signature acquisition initially added approximately $140 million to this portfolio sector.

Project financing is an important component of the activity in this portfolio sector, and sector growth is impacted by the availability of new projects as well as the anticipated refinancing of seasoned income properties in the secondary market and payments on residential development loans as inventory is sold.  Whitney continues to develop new business in this highly competitive sector throughout its market area, although the pace of new financing has been restrained somewhat by recent weaknesses primarily affecting condominium and single-family residential development, particularly in certain parts of Florida.  Sector growth of nearly 3%, or $86 million, from the end of 2007’s second quarter was concentrated in Louisiana markets outside the New Orleans metropolitan area, mainly involving commercial and industrial facilities.  The future pace of new real estate project financing in Whitney’s market area will reflect the level of confidence by Whitney and its customers in the sustainability of economic conditions favorable to successful project completion.

The residential mortgage loan portfolio increased $31 million from the end of 2006 to September 30, 2007 and was up 6%, or $49 million, from a year earlier.  Growth in this category has mainly come both from acquisitions and from the promotion of tailored home mortgage loan products generally targeted to the private client and higher net worth customer base.  The Bank continues to sell most conventional residential mortgage loan production in the secondary market.  Whitney has no meaningful exposure to “sub-prime” home mortgage loans.

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Credit Risk Management and Allowance and Reserve for Credit Losses

General Discussion of Credit Risk Management and Determination of Credit Loss Allowance and Reserve

Whitney manages credit risk mainly through adherence to underwriting and loan administration standards established by its Credit Policy Committee and through the efforts of the credit administration function to ensure consistent application and monitoring of standards throughout the Company.  Lending officers are responsible for ongoing monitoring and the assignment of risk ratings to individual loans based on established guidelines.  An independent credit review function reporting to the Audit Committee of the Board of Directors assesses the accuracy of officer ratings and the timeliness of rating changes and performs concurrent reviews of the underwriting processes.

Management’s evaluation of credit risk in the loan portfolio is reflected in the estimate of probable losses inherent in the portfolio that is reported in the Company’s financial statements as the allowance for loan losses.  Changes in this evaluation over time are reflected in the provision for credit losses charged to expense.  The methodology for determining the allowance involves significant judgment, and important factors that influence this judgment are re-evaluated quarterly to respond to changing conditions.

The recorded allowance encompasses three elements: (1) allowances established for losses on criticized loans; (2) allowances based on historical loss experience for loans with acceptable credit quality and groups of homogeneous loans not individually rated; and (3) allowances based on general economic conditions and other qualitative risk factors internal and external to the Company.  The allowance for criticized loans includes any specific allowances determined for loans that are deemed impaired under the definition in Statement of Financial Accounting Standards No. 114.  The allowance for the remainder of criticized loans is calculated by applying loss factors to loan balances aggregated by severity of the internal risk rating.

The monitoring of credit risk also extends to unfunded credit commitments, such as unused commercial credit lines and letters of credit, and management establishes reserves as needed for its estimate of probable losses on such commitments.

Credit Quality Statistics and Components of Credit Loss Allowance and Reserve

Table 2 provides information on nonperforming loans and other nonperforming assets at September 30, 2007 and at the end of the previous four quarters.  Nonperforming loans are included in the criticized loan total discussed below and encompass substantially all loans separately evaluated for impairment.  Approximately $19 million of the overall $32 million increase in nonperforming loans since June 30, 2007 was from two commercial credits in unrelated industries with limited representation in Whitney’s portfolio.  Another $9 million came from a number of smaller loans for residential development, investment and other residential purposes.  Substantially all of these loans had been included in the Company’s criticized loan total in earlier periods, including those identified through a targeted review of residential credits in the Florida panhandle in light of difficult market conditions in this area.  The two commercial credits mentioned earlier were not from the Florida market.

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TABLE 2.  NONPERFORMING ASSETS
	2007									2006
	September			June			March			December			September
(dollars in thousands)	30			30			31			31			30
Loans accounted for on a nonaccrual basis	$	88,580		$	56,787		$	53,250		$	55,992		$	54,277
Restructured loans		-			-			-			-			-
Total nonperforming loans		88,580			56,787		$	53,250		$	55,992		$	54,277
Foreclosed assets and surplus property		2,628			2,662			1,737			800			301
Total nonperforming assets	$	91,208		$	59,449		$	54,987		$	56,792		$	54,578
Loans 90 days past due still accruing	$	2,967		$	6,424		$	7,299		$	7,574		$	8,963
Ratios:
Nonperforming assets to loans
plus foreclosed assets and surplus property		1.22	%		.81	%		.76	%		.81	%		.80	%
Allowance for loan losses to
nonperforming loans		93			132			144			136			138
Loans 90 days past due still accruing to loans		.04			.09			.10			.11			.13

Residential lending in the Florida panhandle also produced approximately $11 million of an overall $39 million increase in the total of loans criticized through the internal credit risk classification process, and residential credits from other parts of Whitney’s market area comprised another $20 million of the increase, including a $13 million development loan in Florida with project-specific issues not directly related to overall market conditions.  Criticized loans at the end of 2007’s third quarter included $9 million of loans whose full repayment is in doubt, up from $4 million at June 30, 2007.  Loans identified as having well-defined weaknesses that would likely result in some loss if not corrected increased by a net $21 million during the current quarter, to a total of $182 million at September 30, 2007.  Loans identified as warranting special attention totaled $67 million at the end of the 2007’s third quarter, which was a quarterly increase of $14 million for this least severe classification.

The allowance determined for criticized loans at September 30, 2007 was $6.0 million higher than that determined at June 30, 2007, mainly related to loans separately evaluated for impairment.  Management’s regular quarterly consideration of general economic and other qualitative risk factors added approximately $1.0 million to the level of the allowance from the end of 2007’s second quarter, for a total increase of $7.0 million.

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Table 3 compares third quarter and year-to-date activity in the allowance for loan losses and in the reserve for losses on unfunded credit commitments with the comparable periods of 2006.  Charge-off activity for the year-to-date period in 2006 included $12.3 million for one storm-impacted commercial relationship.

TABLE 3. SUMMARY OF ACTIVITY IN THE ALLOWANCE FOR LOAN LOSSES AND
RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS
	Three Months Ended						Nine Months Ended
	September 30						September 30
(dollars in thousands)	2007			2006			2007			2006
ALLOWANCE FOR LOAN LOSSES
Allowance at beginning of period	$	75,099		$	80,715		$	75,927		$	90,028
Allowance of acquired bank		-			-			2,791			2,908
Provision for credit losses		9,400			(1,500	)		7,900			1,500
Loans charged off:
Commercial, financial and agricultural		(3,247	)		(4,776	)		(8,143	)		(13,941	)
Real estate – commercial, construction and other		(542	)		-			(1,881	)		(6,325	)
Real estate – residential mortgage		(719	)		(24	)		(936	)		(419	)
Individuals		(611	)		(463	)		(1,738	)		(1,721	)
Total charge-offs		(5,119	)		(5,263	)		(12,698	)		(22,406	)
Recoveries on loans previously charged off:
Commercial, financial and agricultural		2,302			342			6,864			1,122
Real estate – commercial, construction and other		15			18			148			188
Real estate – residential mortgage		215			54			384			212
Individuals		223			267			819			1,081
Total recoveries		2,755			681			8,215			2,603
Net loans charged off		(2,364	)		(4,582	)		(4,483	)		(19,803	)
Allowance at end of period	$	82,135		$	74,633		$	82,135		$	74,633
Ratios:
Annualized net charge-offs to average loans		.13	%		.27	%		.08	%		.39	%
Annualized gross charge-offs to average loans		.28			.31			.23			.44
Recoveries to gross charge-offs		53.82			12.94			64.70			11.62
Allowance for loan losses to loans at period end		1.10			1.09			1.10			1.09
RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS
Reserve at beginning of period	$	1,400		$	300		$	1,900		$	580
Provision for credit losses		(400	)		1,500			(900	)		1,220
Reserve at end of period	$	1,000		$	1,800		$	1,000		$	1,800

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INVESTMENT SECURITIES

The investment securities portfolio balance decreased less than 1% from year-end 2006 to September 30, 2007.  Average investment securities have increased a little over 1% from the third quarter of 2006 to 2007’s third quarter.  The composition of the average portfolio of investment securities and effective yields are shown in Table 7.

The mix of investments in the portfolio did not change significantly during the third quarter of 2007.  The duration of the overall investment portfolio was 2.3 years at September 30, 2007 and would extend to 3.3 years assuming an immediate 300 basis point increase in market rates, according to the Company’s asset/liability management model.  Duration provides a measure of the sensitivity of the portfolio’s fair value to changes in interest rates.  At December 31, 2006, the portfolio’s estimated duration was 2.4 years.

Securities available for sale made up the bulk of the total investment portfolio at September 30, 2007.  Gross unrealized losses on securities available for sale totaled $19.2 million at September 30, 2007 and were mainly related to mortgage-backed securities.  The gross losses represented 1.9% of the total amortized cost of the underlying securities.  Substantially all the unrealized losses at September 30, 2007 resulted from increases in market interest rates over the yields available at the time the underlying securities were purchased.  There were no securities in the investment portfolio tied to sub-prime home mortgage loans.  Management identified no value impairment related to credit quality in the portfolio.  In addition, management has the intent and ability to hold these securities until the market-based impairment is recovered; therefore, no value impairment was evaluated as other than temporary.

The Company does not normally maintain a trading portfolio, other than holding trading account securities for short periods while buying and selling securities for customers.  Such securities, if any, are included in other assets in the consolidated balance sheets.

DEPOSITS AND BORROWINGS

Deposits at September 30, 2007 were down less than 1%, or $46 million, from the level at year-end 2006.  The Signature acquisition initially added $210 million to the deposit total.  Compared to September 30, 2006, deposits at the end of the current quarter were up 2%, or $188 million.  The surge in deposits after the late-summer hurricanes of 2005 peaked around the end of the first quarter of 2006, and anticipated reductions became evident mainly over the second half of that year, although some further reduction was noted in the first quarter of 2007.

Table 4 shows the composition of deposits at September 30, 2007, and at the end of the previous four quarters.  Table 7 presents the composition of average deposits and borrowings and the effective rates on interest-bearing funding sources for the third and second quarters of 2007 and the third quarter of 2006, as well as for the nine-month period in each year.

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TABLE 4. DEPOSIT COMPOSITION
	2007												2006
(dollars in thousands)	September 30				June 30				March 31				December 31				September 30
Noninterest-bearing
demand deposits	$	2,639,020	31	%	$	2,736,966	32	%	$	2,757,885	32	%	$	2,947,997	35	%	$	2,864,705	35	%
Interest-bearing deposits:
NOW account deposits		1,008,781	12			991,232	12			1,052,278	13			1,099,408	13			996,429	12
Money market deposits		1,235,913	15			1,182,291	14			1,221,330	14			1,185,610	14			1,172,037	14
Savings deposits		898,437	11			928,429	11			956,332	11			965,652	11			1,050,219	13
Other time deposits		866,198	10			853,364	10			806,044	10			750,165	9			757,424	9
Time deposits
$100,000 and over		1,738,886	21			1,820,496	21			1,730,366	20			1,484,476	18			1,358,886	17
Total interest-bearing		5,748,215	69			5,775,812	68			5,766,350	68			5,485,311	65			5,334,995	65
Total	$	8,387,235	100	%	$	8,512,778	100	%	$	8,524,235	100	%	$	8,433,308	100	%	$	8,199,700	100	%

 The post-storm influx of deposits was initially concentrated in noninterest-bearing and certain other lower-cost deposit products, particularly personal savings accounts.  The anticipated reductions to these storm-related deposits as well as some migration to higher-yielding products contributed to a 5%, or $301 million, decrease in lower-cost deposits from September 30, 2006 to the end of 2007’s third quarter.  Lower-cost deposits at September 30, 2007 were down 7%, or $417 million, from year-end 2006.  This decrease partly reflects seasonal factors affecting the year-end deposit totals.  Noninterest-bearing demand deposits comprised 31% of total deposits at September 30, 2007, comparable to pre-storm levels, but down from 35% a year earlier.

 Higher-cost time deposits at September 30, 2007 were up 17%, or $370 million, compared to year-end 2006, and 23%, or $489 million, compared to September 30, 2006, each including approximately $70 million associated with Signature.  A portion of this growth reflected efforts to attract new customers in certain parts of Whitney’s market area where banking relationships were disrupted by mergers of competitors.  Time deposits of $100,000 and over include competitively bid public funds and excess funds of certain commercial and private banking customers that are maintained in treasury-management deposit products pending redeployment for corporate or investment purposes.  Whitney has attracted these funds partly as an alternative to other short-term borrowings.  Customers held $634 million of funds in treasury-management deposit products at September 30, 2007, up $148 million from the total held at December 31, 2006 and up $136 million from a year earlier.  Public fund time deposits totaled approximately $197 million at the end of the third quarter of 2007, which was down $56 million from year-end 2006, but little changed from September 30, 2006.

 Short-term borrowings at September 30, 2007 were up 31%, or $155 million, from year-end 2006, substantially all related to borrowings through the sale of securities under repurchase agreements to customers using Whitney’s treasury-management sweep product.

 In late March 2007, the Bank issued $150 million in ten-year subordinated notes to augment the Bank’s regulatory capital and enhance its capacity for future growth.

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SHAREHOLDERS’ EQUITY AND CAPITAL ADEQUACY

Shareholders’ equity totaled $1.25 billion at September 30, 2007, which was an increase of $141 million from the end of 2006.  The 1.49 million shares issued in the acquisition of Signature in March 2007 were valued at $48 million.  For the first nine months of 2007, the Company retained $62 million of earnings, net of declared dividends, and recognized $14 million in additional equity from activity in share-based compensation plans for employees and directors, including option exercises.  Other comprehensive income for the first nine months of 2007 totaled $13 million, including an $8 million unrealized holding gain on securities available for sale.  The Company declared dividends during the first nine months of 2007 that represented a payout totaling 49% of earnings for the period.  The dividend payout ratio was also 49% for the full year in 2006.

The ratios in Table 5 indicate that the Company remained strongly capitalized at September 30, 2007.  Tier 2 and total regulatory capital at September 30, 2007 include $150 million in subordinated notes payable issued by the Bank in the first quarter of 2007.  The increase in risk-weighted assets from the end of 2006 mainly reflected the impact of the Signature acquisition and organic loan growth.  The goodwill and other intangible assets recognized in business acquisitions are excluded from risk-weighted assets.  These intangible assets, however, are also deducted in determining regulatory capital and thereby serve to offset the addition to capital for the value of shares issued as consideration for the acquisition.

TABLE 5.  RISK-BASED CAPITAL AND CAPITAL RATIOS
	September 30			December 31
(dollars in thousands)	2007			2006
Tier 1 regulatory capital	$	945,808		$	853,774
Tier 2 regulatory capital		232,886			77,827
Total regulatory capital	$	1,178,694		$	931,601
Risk-weighted assets	$	8,890,242		$	8,340,926
Ratios
Leverage (Tier 1 capital to average assets)		9.19	%		8.76	%
Tier 1 capital to risk-weighted assets		10.64			10.24
Total capital to risk-weighted assets		13.26			11.17
Shareholders’ equity to total assets		11.82			10.93

The regulatory capital ratios for the Bank exceed the minimum required ratios, and the Bank has been categorized as “well-capitalized” in the most recent notice received from its primary regulatory agency.

LIQUIDITY MANAGEMENT AND CONTRACTUAL OBLIGATIONS

Liquidity Management

The objective 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.  Whitney develops its liquidity management strategies and measures and monitors liquidity risk as part of its overall asset/liability management process.

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Liquidity management on the asset side primarily addresses the composition and maturity structure of the loan portfolio and the portfolio of investment securities and their impact on the Company’s ability to generate cash flows from scheduled payments, contractual maturities, and prepayments, through use as collateral for borrowings, and through possible sale or securitization.

On the liability side, liquidity management focuses on growing the base of 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 entitled “Deposits and Borrowings” discusses changes in these liability-funding sources in the first nine months of 2007.

Cash generated from operations is another important source of funds to meet liquidity needs.  The consolidated statements of cash flows located in Item 1 of this report present operating cash flows and summarize all significant sources and uses of funds for the first nine months of 2007 and 2006.

At September 30, 2007, Whitney Holding Corporation had approximately $113 million in cash and demand notes from the Bank available to provide liquidity for acquisitions, dividend payments to shareholders, stock repurchases, or other corporate uses, before consideration of any future dividends that may be received from the Bank.

Contractual Obligations

Payments due from the Company and the Bank under specified long-term and certain other binding contractual obligations, other than obligations under deposit contracts and short-term borrowings, were scheduled in Whitney’s annual report on Form 10-K for the year ended December 31, 2006.  The most significant obligations included operating leases for banking facilities and various multi-year contracts for outsourced services and software licenses.

In late March 2007, the Bank issued $150 million in subordinated notes payable that mature in ten years and require debt service payments of approximately $9 million per year.  During the first quarter of 2007, the Bank also assumed obligations under Signature’s facility leases totaling approximately $5 million to be paid over terms ranging from three to thirty years, with approximately $2 million due within five years.

OFF-BALANCE SHEET ARRANGEMENTS

As a normal part of its business, the Company enters into arrangements that create financial obligations that are not recognized, wholly or in part, in the consolidated financial statements.  The most significant off-balance-sheet obligations are the Bank’s commitments under traditional credit-related financial instruments.  Table 6 schedules these commitments as of September 30, 2007 by the periods in which they expire.  Commitments under credit card and personal credit lines generally have no stated maturity.

TABLE 6. CREDIT-RELATED COMMITMENTS
(in thousands)	Commitments expiring by period from September 30, 2007
			Less than			1 - 3		3 - 5	More than
	Total		1 year		years		years			5 years
Loan commitments – revolving	$	2,357,898	$	1,707,599	$	238,659	$	372,692		$	38,948
Loan commitments – nonrevolving		604,032		326,734		275,799		1,499			-
Credit card and personal credit lines		553,719		553,719		-		-			-
Standby and other letters of credit		402,903		326,529		38,600		37,774			-
Total	$	3,918,552	$	2,914,581	$	553,058	$	411,965		$	38,948

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Revolving loan commitments are issued primarily to support commercial activities.  The availability of funds under revolving loan commitments generally depends on whether the borrower continues to meet credit standards established in the underlying contract and has not violated other contractual conditions.  A number of such commitments are used only partially or, in some cases, not at all before they expire.  Credit card and personal credit lines are generally subject to cancellation if the borrower’s credit quality deteriorates, and many lines remain partly or wholly unused.  Unfunded balances on revolving loan commitments and credit lines should not be used to project actual future liquidity requirements.  Nonrevolving loan commitments are issued mainly to provide financing for the acquisition and development or construction of real property, both commercial and residential, although many are not expected to lead to permanent financing by the Bank.  Expectations about the level of draws under all credit-related commitments are incorporated into the Company’s liquidity and asset/liability management models.

Substantially all of the letters of credit are standby agreements that obligate the Bank to fulfill a customer’s financial commitments to a third party if the customer is unable to perform.  The Bank issues standby letters of credit primarily to provide credit enhancement to its customers’ other commercial or public financing arrangements and to help them demonstrate financial capacity to vendors.  The Bank has historically had minimal calls to perform under standby agreements.

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 measures its interest rate sensitivity over the near term primarily by running net interest income simulations.  The net interest income simulations run at September 30, 2007 indicated that Whitney was moderately asset sensitive over the near term, similar to its position at year-end 2006.  Based on these simulations, annual net interest income (TE) would be expected to increase $23.2 million, or 4.9%, and decrease $24.6 million, or 5.1%, if interest rates instantaneously increased or decreased, respectively, from current rates by 100 basis points.  These changes are measured against the results of a base simulation run that uses growth forecasts as of the measurement date and that assumes a stable rate environment and structure.  The comparable simulation run at year-end 2006 produced results that ranged from a positive impact on net interest income (TE) of $21.1 million, or 4.4%, to a negative impact of $22.1 million, or 4.6%.

The actual impact that changes in interest rates have on net interest income will depend on many factors.  These factors include Whitney’s ability to achieve expected growth in earning assets and maintain a desired mix of earning assets and interest-bearing liabilities, the actual timing when assets and liabilities reprice, the magnitude of interest rate changes and corresponding movement in interest rate spreads, and the level of success of asset/liability management strategies that are implemented.

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RESULTS OF OPERATIONS

NET INTEREST INCOME (TE)

Whitney’s net interest income (TE) for the third quarter of 2007 decreased $3.1 million, or 3%, from the third quarter of 2006.  Average earning assets increased 5%, or $426 million, between these periods, and there was some favorable shift in the mix of assets.  The net interest margin (TE) was 4.82% for the third quarter of 2007, down 35 basis points from the year-earlier period, including an estimated 8 basis points related to the Bank’s subordinated debt issue in late March 2007.  Net interest income (TE) for the third quarter of 2007 was stable compared to the second quarter of 2007, although an increase of approximately $1.0 million would be indicated based solely on the additional day in the current period.  Average earning assets increased 1% between these periods, while the net interest margin declined by 9 basis points.  The easing of market interest rates toward the end of the third quarter of 2007 had only a limited impact on the results for this period.  Tables 7 and 8 provide details on the components of the Company’s net interest income (TE) and net interest margin (TE).

The overall yield on earning assets increased 11 basis points from the third quarter of 2006, mainly reflecting the shift in the asset mix, although yields improved on the largely fixed-rate investment portfolio.  Loans, which in Table 7 include loans held for sale, comprised 76% of average earning assets for the third quarter of 2007 compared to 74% in the year-earlier period.  There was a comparable decrease in the percentage of short-term investments in the earning-asset mix compared to the third quarter of 2006 when the Company’s liquidity position was still impacted by the deposit build-up following the 2005 hurricanes.

The overall cost of funds for the current year’s third quarter increased 46 basis points from the third quarter of 2006, mainly in response to the shift in the funding mix toward higher-cost sources coupled with continued pressure from competitive market rates.  Average deposits in the third quarter of 2007 were up 1%, or $81 million, compared to the third quarter of 2006.  Average noninterest-bearing deposits funded approximately 28% of average earning assets in the third quarter of 2007, and the percentage of funding from all noninterest-bearing sources was 32% for the period.  These percentages, while down from 32% and 35%, respectively, in the third quarter of 2006, are comparable to pre-storm levels.  Higher-cost interest-bearing funds, which include time deposits and borrowings, funded 35% of average earning assets in 2007’s third quarter, compared to 29% in the year-earlier period, and up somewhat from pre-storm levels.  This reflected a number of factors including the relative attractiveness of rates on these deposit products in response to market rates and increased use of the Company’s treasury-management deposit products by commercial customers with excess liquidity.  In addition, $150 million in long-term subordinated debt was issued in late March 2007 to augment the Bank’s regulatory capital and enhance its capacity for future growth.

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TABLE 7. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME(TE)(a), YIELDS AND RATES
(dollars in thousands)	Third Quarter 2007								Second Quarter 2007								Third Quarter 2006
	Average					Yield/			Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate			Balance			Interest		Rate
ASSETS
EARNING ASSETS
Loans (TE)(b) (c)	$	7,384,032		$	141,760		7.62	%	$	7,373,580		$	140,496		7.64	%	$	6,859,672		$	131,553		7.61	%
Mortgage-backed securities		1,246,234			14,970		4.80			1,196,679			14,001		4.68			1,226,754			14,250		4.65
U.S. agency securities		328,917			3,436		4.18			308,160			3,165		4.11			333,870			3,182		3.81
U.S. Treasury securities		24,973			307		4.88			24,904			302		4.86			41,333			301		2.89
Obligations of states and political
subdivisions (TE)		281,615			4,188		5.95			282,931			4,209		5.95			255,812			3,865		6.04
Other securities		35,188			547		6.22			36,291			530		5.83			35,356			507		5.74
Total investment securities		1,916,927			23,448		4.89			1,848,965			22,207		4.80			1,893,125			22,105		4.67
Federal funds sold and
short-term investments		445,225			5,764		5.14			443,139			5,847		5.29			567,766			7,365		5.15
Total earning assets		9,746,184		$	170,972		6.97	%		9,665,684		$	168,550		6.99	%		9,320,563		$	161,023		6.86	%
NONEARNING ASSETS
Other assets		964,076								970,948								979,218
Allowance for loan losses		(76,586	)							(78,395	)							(81,180	)
Total assets	$	10,633,674							$	10,558,237							$	10,218,601
LIABILITIES AND
SHAREHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
NOW account deposits	$	1,000,496		$	3,034		1.20	%	$	1,053,307		$	3,133		1.19	%	$	1,035,996		$	2,311		.88	%
Money market deposits		1,238,855			9,411		3.01			1,220,806			9,147		3.00			1,190,108			8,020		2.67
Savings deposits		910,828			2,321		1.01			940,009			2,251		.96			1,107,258			2,884		1.03
Other time deposits		863,651			8,589		3.95			827,822			7,868		3.81			759,924			5,955		3.11
Time deposits $100,000 and over		1,780,079			20,443		4.56			1,694,156			19,183		4.54			1,343,005			14,026		4.14
Total interest-bearing deposits		5,793,909			43,798		3.00			5,736,100			41,582		2.91			5,436,291			33,196		2.42
Short-term borrowings		631,189			6,363		4.00			583,449			5,960		4.10			581,205			6,192		4.23
Long-term debt		168,754			2,566		6.08			168,888			2,564		6.07			17,625			291		6.60
Total interest-bearing liabilities		6,593,852		$	52,727		3.17	%		6,488,437		$	50,106		3.10	%		6,035,121		$	39,679		2.61	%
NONINTEREST-BEARING
LIABILITIES AND
SHAREHOLDERS' EQUITY
Demand deposits		2,686,189								2,743,566								2,963,077
Other liabilities		128,693								115,202								124,775
Shareholders' equity		1,224,940								1,211,032								1,095,628
Total liabilities and
shareholders' equity	$	10,633,674							$	10,558,237							$	10,218,601
Net interest income and margin (TE)				$	118,245		4.82	%				$	118,444		4.91	%				$	121,344		5.17	%
Net earning assets and spread	$	3,152,332					3.80	%	$	3,177,247					3.89	%	$	3,285,442					4.25	%
Interest cost of funding earning assets							2.15	%							2.08	%							1.69	%
(a) Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
(b)  Includes loans held for sale.
(c) Average balance includes nonaccruing loans of $62,598, $53,274, and $53,754, respectively, in the third and second quarters of 2007 and the third quarter of 2006.

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TABLE 7. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME(TE)(a)
AND INTEREST YIELDS AND RATES (continued)
		Nine Months Ended								Nine Months Ended
(dollars in thousands)		September 30, 2007								September 30, 2006
		Average					Yield/			Average					Yield/
		Balance			Interest		Rate			Balance			Interest		Rate
ASSETS
EARNING ASSETS
Loans (TE)(b) (c)		$	7,299,265		$	416,829		7.63	%	$	6,742,438		$	370,314		7.34	%
Mortgage-backed securities			1,213,479			42,883		4.71			1,162,613			39,626		4.54
U.S. agency securities			307,280			9,482		4.11			311,669			8,531		3.65
U.S. Treasury securities			24,910			911		4.89			46,706			999		2.86
Obligations of states and political
subdivisions (TE)			283,492			12,660		5.95			239,736			10,898		6.06
Other securities			36,000			1,607		5.95			33,911			1,438		5.65
Total investment securities			1,865,161			67,543		4.83			1,794,635			61,492		4.57
Federal funds sold and
short-term investments			397,579			15,557		5.23			875,093			30,470		4.66
Total earning assets			9,562,005		$	499,929		6.99	%		9,412,166		$	462,276		6.56	%
NONEARNING ASSETS
Other assets			959,546								987,428
Allowance for loan losses			(77,865	)							(88,084	)
Total assets		$	10,443,686							$	10,311,510
LIABILITIES AND
SHAREHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
NOW account deposits		$	1,035,871		$	9,143		1.18	%	$	1,076,615		$	5,693		.71	%
Money market deposits			1,219,333			27,110		2.97			1,163,515			17,927		2.06
Savings deposits			929,899			6,806		.98			1,165,577			8,878		1.02
Other time deposits			821,240			23,234		3.78			749,178			15,951		2.85
Time deposits $100,000 and over			1,670,320			56,348		4.51			1,324,122			38,598		3.90
Total interest-bearing deposits			5,676,663			122,641		2.89			5,479,007			87,047		2.12
Short-term and other borrowings			606,161			18,501		4.08			549,079			15,466		3.77
Long-term debt			125,713			5,701		6.05			18,196			871		6.38
Total interest-bearing liabilities			6,408,537		$	146,843		3.06	%		6,046,282		$	103,384		2.29	%
NONINTEREST-BEARING
LIABILITIES AND
SHAREHOLDERS' EQUITY
Demand deposits			2,718,156								3,098,060
Other liabilities			123,009								122,628
Shareholders' equity			1,193,984								1,044,540
Total liabilities and
shareholders' equity		$	10,443,686							$	10,311,510
Net interest income and margin (TE)					$	353,086		4.93	%				$	358,892		5.10	%
Net earning assets and spread		$	3,153,468					3.93	%	$	3,365,884					4.27	%
Interest cost of funding earning assets								2.06	%							1.46	%
(a)	Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
(b)	Includes loans held for sale.
(c)	Average balance includes nonaccruing loans of $56,634 in 2007 and $60,946 2006.

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TABLE 8. SUMMARY OF CHANGES IN NET INTEREST INCOME(TE)(a) (b)
	Third Quarter 2007 Compared to:																		Nine Months Ended September 30,
	Second Quarter 2007									Third Quarter 2006									2007 Compared to 2006
	Due to						Total			Due to						Total			Due to						Total
	Change in						Increase			Change in						Increase			Change in						Increase
(dollars in thousands)	Volume			Yield/Rate			(Decrease)			Volume			Yield/Rate			(Decrease)			Volume			Yield/Rate			(Decrease)
INTEREST INCOME (TE)
Loans (TE)	$	685		$	579		$	1,264		$	10,047		$	160		$	10,207		$	31,403		$	15,112		$	46,515
Mortgage-backed securities		589			380			969			229			491			720			1,768			1,489			3,257
U.S. agency securities		216			55			271			(48	)		302			254			(122	)		1,073			951
U.S. Treasury securities		3			2			5			(147	)		153			6			(597	)		509			(88	)
Obligations of states and political
subdivisions (TE)		(20	)		(1	)		(21	)		384			(61	)		323			1,957			(195	)		1,762
Other securities		(17	)		34			17			(2	)		42			40			91			78			169
Total investment securities		771			470			1,241			416			927			1,343			3,097			2,954			6,051
Federal funds sold and
short-term investments		36			(119	)		(83	)		(1,586	)		(15	)		(1,601	)		(18,304	)		3,391			(14,913	)
Total interest income (TE)		1,492			930			2,422			8,877			1,072			9,949			16,196			21,457			37,653
INTEREST EXPENSE
NOW account deposits		(130	)		31			(99	)		(80	)		803			723			(223	)		3,673			3,450
Money market deposits		221			43			264			339			1,052			1,391			897			8,286			9,183
Savings deposits		(62	)		132			70			(502	)		(61	)		(563	)		(1,736	)		(336	)		(2,072	)
Other time deposits		399			322			721			886			1,748			2,634			1,648			5,635			7,283
Time deposits $100,000 and over		1,185			75			1,260			4,913			1,504			6,417			11,083			6,667			17,750
Total interest-bearing deposits		1,613			603			2,216			5,556			5,046			10,602			11,669			23,925			35,594
Short-term borrowings		532			(129	)		403			510			(339	)		171			1,682			1,353			3,035
Long-term debt		(2	)		4			2			2,300			(25	)		2,275			4,878			(48	)		4,830
Total interest expense		2,143			478			2,621			8,366			4,682			13,048			18,229			25,230			43,459
Change in net interest income (TE)	$	(651	)	$	452		$	(199	)	$	511		$	(3,610	)	$	(3,099	)	$	(2,033	)	$	(3,773	)	$	(5,806	)
(a) Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
(b) The change in interest shown as due to changes in either volume or rate includes an allocation of the amount
that reflects the interaction of volume and rate changes. This allocation is based on the absolute dollar
amounts of change due solely to changes in volume or rate.

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For the first nine months of 2007, net interest income (TE) decreased 2%, or $5.8 million, compared to the same period in 2006.  Average earning assets grew 2% between these periods, while the net interest margin compressed by 17 basis points to 4.93% in 2007.  Average loans represented 76% of average earning assets for the period, up from 72% for the year-to-date period in 2006, while short-term investments decreased to 4% in 2007 from 9% in 2006.  The overall yield on earning assets for the first nine months of 2007 was up 43 basis points from the year-earlier period.  The overall cost of funds increased 60 basis points between these periods.    Noninterest-bearing sources funded 33% of earning assets on average in the first nine months of 2007, down from 36% in 2006, while the percentage of earning assets funded by total higher-cost sources increased to 34% in 2007 from 28% in 2006.  Substantially the same factors that affected the mix and rates for earning assets and funding sources in the third quarter of 2007 were evident for the year-to-date period.

PROVISION FOR CREDIT LOSSES

Whitney saw an increase in nonperforming loans and in loans criticized through its credit risk-rating process and, based on its established methodology for determining allowances for credit losses, made a $9.0 million provision for credit losses for the third quarter of 2007.  Loan charge-offs, net of recoveries, were $2.4 million for the third quarter of 2007, or .13% of average loans on annualized basis.  Year-to-date net charge-offs in 2007 totaled $4.5 million, or .08% of average loans, and the year-to-date provision for credit losses was $7.0 million.  In 2006, there was no net provision for credit losses in the third quarter and a $2.7 million provision for the year-to-date period.

For a more detailed discussion of changes in the allowance for loans losses, the reserve for losses on unfunded credit commitments, nonperforming assets and general credit quality, see the earlier section entitled “Loans, Credit Risk Management, and Allowance and Reserve for Credit Losses.”  The future level of the allowance and reserve and the provisions for credit losses will reflect management’s ongoing evaluation of credit risk, based on established internal policies and practices.

NONINTEREST INCOME

Noninterest income totaled $54.5 million for the third quarter of 2007, including the $31.3 million gain recognized on the final settlement of insurance claims that had arisen primarily from the 2005 hurricanes.  Excluding this gain, noninterest income for the quarter was up 8%, or $1.8 million, from the third quarter of 2006, with improvement noted in all recurring revenue sources.

Deposit service charge income in the third quarter of 2007 increased 7%, or $.5 million in total, assisted by improved pricing.  Service charges include periodic account maintenance fees, for both business and personal customers, charges for specific transactions or services, such as processing return items or wire transfers, and other revenue associated with deposit accounts, such as commissions on check sales.

33

Bank card fees, both credit and debit cards, increased a combined 13%, or $.5 million, compared to the third quarter of 2006 on higher transaction volumes.  Customer development efforts and generally favorable financial market conditions helped increase trust service fees by 13%, or $.4 million, for the third quarter of 2007.  The categories comprising other noninterest income, excluding the insurance settlement gain, were up $.3 million in total compared to the third quarter of 2006, mainly related to fees from investment services and insurance brokerage operations.  In the third quarter of 2007, Whitney recognized net gains on sales of and other revenue from foreclosed assets totaling $.4 million, an increase of $.2 million from the total recognized in the third quarter of 2006.

Noninterest income for the third quarter of 2007, exclusive of the insurance settlement gain, was $.9 million lower than in the second quarter of 2007.  Most recurring revenue sources showed improved results between these periods.  The $.4 million in net gains on sales and other revenue from foreclosed assets recognized in the third quarter of 2007 was down $.8 million from the total recognized in the current year’s second quarter.  In addition, the Company had recognized a $.5 million gain in the second quarter of 2007 on the settlement of a pension liability from an acquired entity.

For the first nine months of 2007, noninterest income, excluding the insurance settlement gain, was 12%, or $7.5 million, higher than the comparable period in 2006.  Year-to-date changes in individual income categories from the prior year were, for the most part, consistent with the quarterly changes discussed above and were driven by substantially the same factors.  The decline in fee income from Whitney’s secondary mortgage market operations largely reflected relatively broad weakness in the overall housing market.  Whitney recognized net gains and other revenue from foreclosed assets totaling $4.6 million in the first nine months of 2007, an increase of $2.8 million from the total recognized in the comparable period of 2006.

NONINTEREST EXPENSE

Total noninterest expense of $88.2 million in the third quarter of 2007 was 1%, or $1.0 million, less than the total for the year-earlier period.  Incremental operating costs associated with Signature totaled approximately $1.7 million in the third quarter of 2007, and the amortization of intangibles acquired in this transaction added another $.5 million to expense for the current year’s third quarter.

Whitney’s personnel expense increased 4%, or $2.1 million in total, in the third quarter of 2007.  Employee compensation was up 6%, or $2.5 million, compared to the third quarter of 2006, while the cost of employee benefits decreased by 5%, or $.4 million.

Base pay and compensation earned under sales-based and other employee incentive programs increased a combined 9%, or $2.9 million, in the third quarter of 2007, including $.9 million for the Signature staff.  Excluding the impact of acquisitions, the average full-time equivalent staff level declined slightly between these periods, as staff additions to fill openings caused by storm-related attrition were offset by reductions identified as part of the recent cost control programs.  Current period compensation was negatively impacted by salary scale adjustments needed to address post-storm changes in the cost of living in impacted areas and increased competition for limited labor resources.

34

Compensation expense associated with management incentive programs decreased $.4 million in the third quarter of 2007, mainly related to the cost of share-based incentives compared to the same period in 2006.  The share-based awards granted in June 2006 had been increased mainly in recognition of the special employee efforts required in the aftermath of the 2005 hurricanes.  The awards approved in July 2007 returned to a level more consistent with pre-storm awards and the value of these awards reflected the current lower market price of the Company’s common stock.  Share-based compensation expense under the management incentive program for the fourth quarter of 2007 is currently projected to be $1.2 million above the level in the fourth quarter of 2006, mainly reflecting revised performance factor estimates in the earlier period.

Early in 2007, the Company amended its postretirement health and life insurance benefit plans to eliminate the benefits for most employees and freeze benefit levels for remaining participants.  The impact of this amendment reduced quarterly employee benefits expense in the third quarter of 2007 by $.6 million compared to the year-earlier period.  Year-to-date, the reduction was $2.1 million, and plan expense for the fourth quarter of 2007 is expected to be $.6 million below 2006’s level.

Net occupancy expense increased 6%, or $.5 million, compared to the third quarter of 2006, with $.3 million associated with acquired operations.  Initiatives implemented to reduce Whitney’s exposure to disasters and to make its disaster recovery plans and operating arrangements more resilient added approximately $.2 million of recurring expense to the third quarter of 2007 compared to the third quarter of 2006.  These initiatives had been substantially completed by the end of the first quarter of 2007.

Equipment and data processing expense decreased 1%, or $.1 million, in the third quarter of 2007 compared to the year-earlier period.  Although the initiatives to reduce Whitney’s disaster-risk posture added recurring costs to this expense category for the current year’s third quarter, the total for the third quarter of 2006 had included some one-time or periodic costs associated with these initiatives.  These initiatives also factored into the increase in telecommunications expense between the third quarters of 2006 and 2007 as well as into the decrease in professional services expense between these periods.

The expense categories included in other noninterest expense were down $3.3 million on a combined basis compared to the third quarter of 2006.  The prior year’s quarter included $1.5 million for contingency housing contracts, $.9 million of costs and casualty and operating losses directly related to the 2005 storms, and a $.5 million contribution to a disaster-relief fund for the Company’s employees.  The decrease in the total of other noninterest expense also reflected a reduction in planned advertising and promotional activities for 2007 compared to 2006. Signature’s operations added approximately $.4 million to this total for the third quarter of 2007.

Noninterest expense for the third quarter of 2007 was also down slightly from 2007’s second quarter.  The recent cost control programs that are part of an ongoing strategic review process are reflected in these results and are expected to benefit expense levels in the fourth quarter of 2007.

35

For the nine-month period in 2007, noninterest expense totaled $263 million.  This was a 5%, or $12.0 million, increase compared to the first nine months of 2006.  Incremental operating costs and amortization of intangibles associated with acquisitions, including both Signature and First National Bancshares, Inc. that was acquired in April 2006, totaled approximately $6.9 million in the first nine months of 2007.  The changes in major noninterest expense categories between the first nine months of 2006 and 2007 were influenced mainly by the same factors cited in the discussion of quarterly results above, although the impact of the disaster-risk initiatives and other costs directly related to the 2005 storms was generally more pronounced, whether favorably or unfavorably, for the year-to-date comparisons.

INCOME TAXES

The Company provided for income tax expense at an effective rate of 34.0% in the third quarter of 2007 compared to 32.2% in the third quarter of 2006.  Year-to-date, the rate was 33.2% in 2007 and 32.5% in 2006.  Whitney’s effective tax rate has been lower than the 35% federal statutory rate primarily because of tax-exempt interest income from the financing of state and local governments and the availability of tax credits generated by investments in affordable housing projects.  Because of the sharp increase in pre-tax income in the third quarter of 2007, mainly related to the gain on the insurance settlement, tax-exempt interest and tax credits have had a smaller impact on the effective rate for the current year’s quarterly and year-to-date periods.

Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required for this item is included in the section entitled “Asset/Liability Management” in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that appears in Item 2 of this quarterly report on Form 10-Q and is incorporated here by reference.

Item 4.  CONTROLS AND PROCEDURES

The Company’s management, with the participation of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this quarterly report on Form 10-Q.  Based on that evaluation, the CEO and CFO have concluded that the disclosure controls and procedures as of the end of the period covered by this quarterly report are effective.

There were no changes in the Company’s internal control over financial reporting during the fiscal quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

36

PART II. OTHER INFORMATION

Item 1.     LEGAL PROCEEDINGS

 None

Item 1A.  RISK FACTORS

 There has been no material change in the risk factors previously disclosed under Item 1A of Part I of the Company’s annual report on From 10-K for the year ended December 31, 2006.  The risks described therein are not the only risks facing the Company.  Additional risks not currently known or that the Company may currently deem to be immaterial also may have a material adverse effect on the Company’s business, financial condition and/or operating results.

Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 None

Item 3.    DEFAULTS UPON SENIOR SECURITIES

 None

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

 None

Item 5.    OTHER INFORMATION

 None

Item 6.    EXHIBITS

 The exhibits listed on the accompanying Exhibit Index, located on page 39, are filed (or furnished, as applicable) as part of this report.  The Exhibit Index is incorporated herein by reference in response to this Item 6.

37

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 thereunto duly authorized.

WHITNEY HOLDING CORPORATION

                   (Registrant)

By:	/s/	Thomas L. Callicutt, Jr.
		Thomas L. Callicutt, Jr.
		Executive Vice President and
		Chief Financial Officer
		(in his capacities as a duly authorized
		officer of the registrant and as
		principal accounting officer)
	November 9, 2007
	Date

38

EXHIBIT INDEX

Exhibit	Description
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 3.01 to the Company’s current report on Form 8-K filed on October 2, 2006 (Commission file number 0-1026) and incorporated by reference).
Exhibit 31.1	Certification by the Company’s Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 31.2	Certification by the Company’s Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Exhibit 32	Certification by the Company’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 39