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 March 31, 2008

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, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ü	Accelerated filer __
Non-accelerated filer __	Smaller reporting company __

 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 April 30, 2008, 64,133,626 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	16
	Item 2.   Management’s Discussion and Analysis of Financial Condition
		and Results of Operations	17
	Item 3.   Quantitative and Qualitative Disclosures about Market Risk		35
	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		38
Signature			38
Exhibit Index			39

PART 1. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
	March 31			December 31
(dollars in thousands)	2008			2007
	(Unaudited)
ASSETS
Cash and due from financial institutions	$	289,323		$	290,199
Federal funds sold and short-term investments		12,354			534,558
Loans held for sale		15,061			16,575
Investment securities
Securities available for sale		1,846,978			1,698,795
Securities held to maturity, fair values of  $289,058 and $288,444, respectively		284,468			286,442
Total investment securities		2,131,446			1,985,237
Loans, net of unearned income		7,723,508			7,585,701
Allowance for loan losses		(91,708	)		(87,909	)
Net loans		7,631,800			7,497,792
Bank premises and equipment		189,289			190,095
Goodwill		331,295			331,295
Other intangible assets		15,020			17,103
Accrued interest receivable		41,403			44,860
Other assets		124,921			119,550
Total assets	$	10,781,912		$	11,027,264
LIABILITIES
Noninterest-bearing demand deposits	$	2,724,396		$	2,740,019
Interest-bearing deposits		5,570,902			5,843,770
Total deposits		8,295,298			8,583,789
Short-term borrowings		972,987			910,019
Long-term debt		159,133			165,455
Accrued interest payable		23,650			27,079
Accrued expenses and other liabilities		116,419			112,186
Total liabilities		9,567,487			9,798,528
SHAREHOLDERS' EQUITY
Common stock, no par value
Authorized - 100,000,000 shares
Issued - 67,713,296 shares		2,800			2,800
Capital surplus		411,669			408,266
Retained earnings		895,574			885,792
Accumulated other comprehensive loss		(7,175	)		(18,803	)
Treasury stock at cost - 3,448,955 and 1,887,780 shares, respectively		(88,443	)		(49,319	)
Total shareholders' equity		1,214,425			1,228,736
Total liabilities and shareholders' equity	$	10,781,912		$	11,027,264
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
	March 31
(dollars in thousands, except per share data)	2008		2007
INTEREST INCOME
Interest and fees on loans	$	126,151	$	134,259
Interest and dividends on investment securities
Taxable securities		22,090		18,340
Tax-exempt securities		2,244		2,306
Interest on federal funds sold and short-term investments		1,271		3,946
Total interest income		151,756		158,851
INTEREST EXPENSE
Interest on deposits		30,409		37,261
Interest on short-term borrowings		5,324		6,178
Interest on long-term debt		2,478		571
Total interest expense		38,211		44,010
NET INTEREST INCOME		113,545		114,841
PROVISION FOR CREDIT LOSSES		14,000		(2,000	)
NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES		99,545		116,841
NONINTEREST INCOME
Service charges on deposit accounts		8,109		7,090
Bank card fees		4,083		3,700
Trust service fees		3,409		3,107
Secondary mortgage market operations		1,109		1,184
Other noninterest income		11,766		8,968
Securities transactions		-		-
Total noninterest income		28,476		24,049
NONINTEREST EXPENSE
Employee compensation		38,321		38,731
Employee benefits		9,049		8,398
Total personnel		47,370		47,129
Net occupancy		8,630		8,147
Equipment and data processing		6,218		5,862
Telecommunication and postage		2,798		3,120
Corporate value and franchise taxes		2,349		2,380
Legal and other professional services		2,250		2,926
Amortization of intangibles		2,083		2,901
Other noninterest expense		12,231		13,979
Total noninterest expense		83,929		86,444
INCOME BEFORE INCOME TAXES		44,092		54,446
INCOME TAX EXPENSE		14,237		17,454
NET INCOME	$	29,855	$	36,992
EARNINGS PER SHARE
Basic	$	.46	$	.56
Diluted		.45		.55
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic		64,960,915		66,090,617
Diluted		65,841,398		67,156,190
CASH DIVIDENDS PER SHARE	$	.31	$	.29
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
	Common		Capital			Retained			Comprehensive			Treasury
(dollars in thousands, except per share data)	Stock		Surplus			Earnings			Income (Loss)			Stock			Total
Balance at December 31, 2006	$	2,800	$	343,697		$	812,644		$	(41,015	)	$	(5,164	)	$	1,112,962
Adjustment on adoption of FIN 48		-		-			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		-		-			36,992			-			-			36,992
Other comprehensive income:
Unrealized net holding gain on securities,
net of reclassifications and tax		-		-			-			4,536			-			4,536
Net change in prior service credit and
net actuarial loss on retirement plans,
net of tax		-		-			-			9,006			-			9,006
Total comprehensive income		-		-			36,992			13,542			-			50,534
Cash dividends, $.29 per share		-		-			(19,664	)		-			-			(19,664	)
Stock issued in business combination		-		48,297			-			-			-			48,297
Stock issued to dividend reinvestment plan		-		67			-			-			661			728
Long-term incentive plan stock activity:
Restricted stock & units		-		3,795			-			-			(27	)		3,768
Stock options		-		53			-			-			476			529
Directors' compensation plan stock activity		-		(37	)		-			-			299			262
Balance at March 31, 2007	$	2,800	$	395,872		$	830,693		$	(27,473	)	$	(3,755	)	$	1,198,137
Balance at December 31, 2007	$	2,800	$	408,266		$	885,792		$	(18,803	)	$	(49,319	)	$	1,228,736
Comprehensive income:
Net income		-		-			29,855			-			-			29,855
Other comprehensive income:
Unrealized net holding gain on securities,
net of reclassifications and tax		-		-			-			11,487			-			11,487
Net change in prior service credit and
net actuarial loss on retirement plans,
net of tax		-		-			-			141			-			141
Total comprehensive income		-		-			29,855			11,628			-			41,483
Cash dividends, $.31 per share		-		-			(20,073	)		-			-			(20,073	)
Stock acquired under repurchase program		-		-			-			-			(40,944	)		(40,944	)
Stock issued to dividend reinvestment plan		-		(31	)		-			-			813			782
Long-term incentive plan stock activity:
Restricted stock & units		-		3,713			-			-			(118	)		3,595
Stock options		-		122			-			-			564			686
Directors' compensation plan stock activity		-		(401	)		-			-			561			160
Balance at March 31, 2008	$	2,800	$	411,669		$	895,574		$	(7,175	)	$	(88,443	)	$	1,214,425
The accompanying notes are an integral part of these financial statements.

3

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended
	March 31
(dollars in thousands)	2008			2007
OPERATING ACTIVITIES
Net income	$	29,855		$	36,992
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of bank premises and equipment		4,588			4,285
Amortization of purchased intangibles		2,083			2,901
Share-based compensation earned		3,755			3,833
Premium amortization (discount accretion) on securities, net		449			291
Provision for credit losses and losses on foreclosed assets		14,003			(1,996	)
Net gains on asset dispositions		(1,248	)		(934	)
Deferred tax benefit		(2,639	)		(1,402	)
Net decrease in loans originated and held for sale		1,514			9,553
Net (increase) decrease in interest and other income receivable and prepaid expenses		101			(2,309	)
Net increase in interest payable and accrued income taxes and expenses		948			11,085
Other, net		(1,456	)		(3,559	)
Net cash provided by operating activities		51,953			58,740
INVESTING ACTIVITIES
Proceeds from sales of investment securities available for sale		-			34,663
Proceeds from maturities of investment securities available for sale		215,715			116,525
Purchases of investment securities available for sale		(346,494	)		(73,484	)
Proceeds from maturities of investment securities held to maturity		1,900			5,626
Purchases of investment securities held to maturity		-			(5,022	)
Net (increase) decrease in loans		(153,167	)		19,385
Net (increase) decrease in federal funds sold and short-term investments		522,098			(241,342	)
Proceeds from sales of foreclosed assets and surplus property		1,798			2,118
Purchases of bank premises and equipment		(4,072	)		(5,622	)
Net cash paid in acquisition		-			(7,503	)
Other, net		(129	)		(7,029	)
Net cash provided by (used in) investing activities		237,649			(161,685	)
FINANCING ACTIVITIES
Net decrease in transaction account and savings account deposits		(41,882	)		(332,976	)
Net increase (decrease) in time deposits		(246,486	)		204,032
Net increase in short-term borrowings		62,968			48,263
Proceeds from issuance of long-term debt		-			149,738
Repayment of long-term debt		(6,248	)		(4,088	)
Proceeds from issuance of common stock		1,297			1,190
Purchases of common stock		(40,944	)		-
Cash dividends		(19,363	)		(18,173	)
Other, net		180			161
Net cash provided by (used in) financing activities		(290,478	)		48,147
Decrease in cash and cash equivalents		(876	)		(54,798	)
Cash and cash equivalents at beginning of period		290,199			318,165
Cash and cash equivalents at end of period	$	289,323		$	263,367
Cash received during the period for:
Interest income	$	152,608		$	158,912
Cash paid during the period for:
Interest expense	$	41,801		$	44,013
Income taxes		3,500			-
Noncash investing activities:
Foreclosed assets received in settlement of loans	$	7,314		$	1,139
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 preparing the consolidated financial statements, the Company is required to make estimates, judgments 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.

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, 2007.  Financial information reported in these financial statements is not necessarily indicative of the Company’s 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 metropolitan 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.

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

5

NOTE 3

LOANS

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

	March 31				December 31
(in thousands)	2008				2007
Commercial, financial and agricultural	$	2,897,191	38	%	$	2,822,752	37	%
Real estate – commercial, construction and other		3,532,973	46			3,477,558	46
Real estate – residential mortgage		949,693	12			933,797	12
Individuals		343,651	4			351,594	5
Total	$	7,723,508	100	%	$	7,585,701	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
	March 31
(in thousands)	2008			2007
Allowance at beginning of period	$	87,909		$	75,927
Allowance of acquired bank		-			2,791
Provision for credit losses		14,000			(2,000	)
Loans charged off		(11,042	)		(2,688	)
Recoveries		841			2,882
Net (charge-offs) recoveries		(10,201	)		194
Allowance at end of period	$	91,708		$	76,912

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
	March 31
(in thousands)	2008		2007
Reserve at beginning of period	$	1,300	$	1,900
Provision for credit losses		-		-
Reserve at end of period	$	1,300	$	1,900

6

Information on loans evaluated for possible impairment loss follows.

	March 31		December 31
(in thousands)	2008		2007
Impaired loans
Requiring a loss allowance	$	93,565	$	86,920
Not requiring a loss allowance		30,212		22,412
Total recorded investment in impaired loans	$	123,777	$	109,332
Impairment loss allowance required	$	21,503	$	22,590

The following is a summary of nonperforming loans.  Substantially all of the impaired loans summarized above are included in the nonperforming loan totals.

	March 31		December 31
(in thousands)	2008		2007
Loans accounted for on a nonaccrual basis	$	139,371	$	120,096
Restructured loans		-		-
Total nonperforming loans	$	139,371	$	120,096

NOTE 5

DEPOSITS

The composition of deposits was as follows.

	March 31		December 31
(in thousands)	2008		2007
Noninterest-bearing demand deposits	$	2,724,396	$	2,740,019
Interest-bearing deposits:
NOW account deposits		1,068,093		1,151,988
Money market deposits		1,241,563		1,229,715
Savings deposits		925,397		879,609
Other time deposits		772,440		823,884
Time deposits $100,000 and over		1,563,409		1,758,574
Total interest-bearing deposits		5,570,902		5,843,770
Total deposits	$	8,295,298	$	8,583,789

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 $621 million at March 31, 2008 and $705 million at December 31, 2007.  Most of these deposits mature on a daily basis.

7

NOTE 6

SHORT-TERM BORROWINGS

Short-term borrowings consisted of the following.

	March 31		December 31
(in thousands)	2008		2007
Securities sold under agreements to repurchase	$	575,172	$	771,717
Federal funds purchased		359,871		98,302
Treasury Investment Program		37,944		40,000
Total short-term borrowings	$	972,987	$	910,019

The Bank borrows funds on a secured basis by selling securities under agreements to repurchase, mainly in connection with treasury-management services offered to its deposit customers.  Repurchase agreements generally mature daily.

Federal funds purchased represent unsecured borrowings from other banks, generally on an overnight basis.

Under the Treasury Investment Program, temporary excess U.S. Treasury receipts are loaned to participating financial institutions at 25 basis points under the federal funds rate.  Repayment of these borrowed funds can be demanded at any time.  The Bank limited its participation to a maximum of $40 million and has pledged securities with a comparable value as collateral for borrowings under this program.

NOTE 7

OTHER ASSETS AND ACCRUED EXPENSES AND OTHER LIABILITIES

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

	March 31		December 31
(in thousands)	2008		2007
Other Assets
Net deferred income tax asset	$	48,023	$	51,718
Low-income housing tax credit fund investments		12,533		13,161
Cash surrender value of life insurance		12,340		12,258
Foreclosed assets and surplus property		11,980		4,624
Prepaid expenses		11,351		7,736
Miscellaneous investments, receivables and other assets		28,694		30,053
Total other assets	$	124,921	$	119,550
Accrued Expenses and Other Liabilities
Accrued taxes and other expenses	$	31,137	$	27,969
Dividend payable		16,600		15,913
Liability for pension benefits		35,897		33,956
Obligation for postretirement benefits other than pensions		15,116		15,196
Reserve for losses on unfunded credit commitments		1,300		1,300
Miscellaneous payables, deferred income and other liabilities		16,369		17,852
Total accrued expenses and other liabilities	$	116,419	$	112,186

8

NOTE 8

OTHER NONINTEREST INCOME

The components of other noninterest income were as follows.

	Three Months Ended
	March 31
(in thousands)	2008			2007
Investment services income	$	1,533		$	1,480
Credit-related fees		1,339			1,301
ATM fees		1,368			1,272
Other fees and charges		1,073			1,132
Other operating income		4,002			788
Net gains on sales and other revenue from foreclosed assets		2,647			3,019
Net gains (losses) on disposals of surplus property		(196	)		(24	)
Total	$	11,766		$	8,968

Other operating income in 2008 includes a $2.3 million gain from the mandatory redemption of Visa shares as discussed in Note 12.

NOTE 9

OTHER NONINTEREST EXPENSE

The components of other noninterest expense were as follows.

	Three Months Ended
	March 31
(in thousands)	2008			2007
Security and other outsourced services	$	3,871		$	3,828
Advertising and promotion		1,098			1,179
Bank card processing services		1,059			923
Operating supplies		997			1,104
Deposit insurance and regulatory fees		712			612
Miscellaneous operating losses		(589	)		1,085
Other operating expense		5,083			5,248
Total	$	12,231		$	13,979

In the first quarter of 2008, Whitney reversed a $1.0 million liability related to an indemnification agreement with Visa as discussed in Note 12.  The impact is reflected in miscellaneous operating losses.

9

NOTE 10

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 anticipates making a contribution to the plan of approximately $8 million during 2008.  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
	March 31
(in thousands)	2008			2007
Service cost for benefits in period	$	2,094		$	2,082
Interest cost on benefit obligation		2,507			2,231
Expected return on plan assets		(2,648	)		(2,678	)
Amortization of:
Net actuarial loss		269			164
Prior service credit		(22	)		(29	)
Net periodic pension expense	$	2,200		$	1,770

The actuarial 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.  In 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 were 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 level and eliminated the life insurance benefit for employees who retire after December 31, 2007.  The amounts recognized as net periodic expense for postretirement benefits were insignificant in the first quarters of both 2008 and 2007.

10

NOTE 11

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, 2007.  No share-based compensation awards were made during the first quarter of 2008.

Whitney recognized share-based compensation expense of $3.8 million ($2.5 million after-tax) in the first quarters of both 2008 and 2007.

NOTE 12

CONTINGENCIES

Legal Proceedings

The Company is party 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.

Indemnification Obligation

In October 2007, Visa Inc. (Visa) completed restructuring transactions that modified the obligation of members of Visa USA, including Whitney, to indemnify Visa against pending and possible settlements of certain litigation matters.  Whitney recorded a $1.0 million liability in the fourth quarter of 2007 for the estimated value of its obligations under the indemnification agreement.  In the first quarter of 2008, Visa completed an initial public offering of its shares and used the proceeds to redeem a portion of Visa USA members’ equity interests and to establish an escrow account that will fund any settlement of the members’ obligations under the indemnification agreement.  Whitney recognized a $2.3 million gain from the redemption proceeds and reversed the $1.0 million liability for its indemnification obligations.  Although the Company remains obligated to indemnify Visa for losses in connection with certain litigation matters whose claims exceed amounts set aside in the escrow account, Whitney’s interest in the escrow balance exceeds management’s current estimate of the value of the Company’s indemnification obligation.

The amount of offering proceeds escrowed for litigation settlements will reduce the number of shares of Visa stock to which Whitney will ultimately be entitled as a result of the restructuring.

NOTE 13

STOCK REPURCHASE PROGRAM

During the first quarter of 2008, Whitney repurchased 1,630,765 shares of its common stock at an average cost of $25.11 per share.  As of March 31, 2008, the Company had repurchased 3,525,856 shares at an average price of $25.65 per share under the program announced in November 2007.  A total of 4 million shares can be repurchased under this program which extends through December 2008.

11

NOTE 14

EARNINGS PER SHARE

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

	Three Months Ended
	March 31
(dollars in thousands, except per share data)	2008		2007
Numerator:
Net income	$	29,855	$	36,992
Effect of dilutive securities		-		-
Numerator for diluted earnings per share	$	29,855	$	36,992
Denominator:
Weighted-average shares outstanding		64,960,915		66,090,617
Effect of potentially dilutive securities
and contingently issuable shares		880,483		1,065,573
Denominator for diluted earnings per share		65,841,398		67,156,190
Earnings per share:
Basic	$	.46	$	.56
Diluted		.45		.55
Antidilutive stock options		1,529,691		355,800

NOTE 15

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 March 31, 2008 have a term of one year or less.

12

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.

	March 31		December 31
(in thousands)	2008		2007
Loan commitments – revolving	$	2,542,257	$	2,475,656
Loan commitments – nonrevolving		504,367		534,673
Credit card and personal credit lines		547,156		551,748
Standby and other letters of credit		420,572		391,922

NOTE 16

FAIR VALUE DISCLOSURES

As discussed in Note 17, Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, became effective for Whitney’s 2008 fiscal year.  SFAS No. 157 redefines fair value as the exchange price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Although the exchange price concept is not new, the new definition focuses on the exit price as opposed to the entry price, or the price that would be paid to acquire an asset or received to assume a liability.  The standard also emphasizes that fair value is a market-based measurement and not an entity-specific measurement and establishes a hierarchy to prioritize the inputs that can be used in the fair value measurement process.  The inputs in the three levels of this hierarchy are described as follows:

Level 1 Quoted prices in active markets for identical assets or liabilities.  An active market is one in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 Observable inputs other than Level 1 prices.  This would include quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.

Level 3 Unobservable inputs, to the extent that observable inputs are unavailable.  This allows for situations in which there is little or no market activity for the asset or liability at the measurement date.

13

The material assets or liabilities measured at fair value by Whitney on a recurring basis are summarized below.  Securities available for sale primarily consist of U.S. government agency and agency mortgage-backed debt securities.  The total excludes $30.2 million of nonmarketable equity securities (Federal Reserve Bank and Federal Home Loan Bank stock) that are carried at cost.

	March 31, 2008
	Fair Value Measurement Using
(in thousands)	Level 1		Level 2		Level 3
Investment securities available for sale		-	$	1,816,744		-

To measure the extent to which a loan is impaired, the relevant accounting principles permit or require the Company to compare the recorded investment in the impaired loans with the fair value of the underlying collateral in certain circumstances.   The fair value measurement process uses independent appraisals and other market-based information, but in many cases it also requires significant input based on management’s knowledge of and judgment about current market conditions, specific issues relating to the collateral, and other matters.  As a result, substantially all of these fair value measurements fall within Level 3 of the hierarchy discussed above.  The net carrying value of impaired loans which reflected a nonrecurring fair value measurement totaled $46 million at March 31, 2008.  The portion of the allowance for loan losses allocated to these loans totaled $9.5 million at the end of the first quarter of 2008, and the recorded investment in such loans was written down by $2.8 million during the quarter with a charge against the allowance for loan losses.  The valuation allowance on impaired loans and charge-offs factor into the provision for loan losses for the period.

NOTE 17

ACCOUNTING STANDARDS DEVELOPMENTS

The Financial Accounting Standards Board (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.  The guidance in this statement was generally effective for Whitney’s 2008 fiscal year.  The effective date has been deferred to 2009 for nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value on at least an annual basis.  The initial application of this standard did not have a material impact on Whitney’s financial condition or results of operations.  Note 16 presents certain disclosures required by SFAS No. 157.

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 not elected the fair value option for any specific financial instrument or other items.

14

 In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations.  This revised standard expands the types of transactions or other events that will qualify as business combinations and requires that all business combinations will result in all assets and liabilities of the acquired business being recorded at their fair values, with limited exceptions.  The standard also requires, among other provisions, that certain contingent assets and liabilities will be recognized at their fair values on the acquisition date.  An acquirer will also recognize contingent consideration at its fair value on the acquisition date and, for certain arrangements, changes in fair value will be recognized in earnings until the contingency is settled.  Under SFAS No. 141R, acquisition-related transaction and restructuring costs will be expensed rather than treated as part of the cost of the acquisition and included in the amount recorded for assets acquired.  These and the other provisions of SFAS No. 141R are first effective for Whitney’s business combinations with acquisition dates in 2009.

 The FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (an amendment of SFAS No. 133), in March 2008.  This standard calls for enhanced disclosures to help users of financial statements better understand how and why an entity uses derivative instruments, how derivative instruments and related hedged items are accounted for, and how these instruments and hedged items affect the entity’s financial position, financial performance, and cash flows.  To meet those objectives, SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, disclosures about the fair value of and gains and losses on derivative instruments, and disclosures about credit-risk contingent features in derivative agreements.  This statement is effective for Whitney’s 2009 fiscal year, with earlier application encouraged.  The Company currently makes minimal use of derivative instruments.

15

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(Unaudited)
	2008			2007
(dollars in thousands, except per share data)	First Quarter			Fourth Quarter			Third Quarter			Second Quarter			First Quarter
QUARTER-END BALANCE SHEET DATA
Total assets	$	10,781,912		$	11,027,264		$	10,604,834		$	10,608,267		$	10,589,660
Earning assets		9,882,369			10,122,071			9,738,123			9,697,723			9,674,585
Loans		7,723,508			7,585,701			7,452,905			7,368,404			7,253,581
Investment securities		2,131,446			1,985,237			1,875,096			1,910,271			1,849,425
Noninterest-bearing deposits		2,724,396			2,740,019			2,639,020			2,736,966			2,757,885
Total deposits		8,295,298			8,583,789			8,387,235			8,512,778			8,524,235
Shareholders' equity		1,214,425			1,228,736			1,253,809			1,208,940			1,198,137
AVERAGE BALANCE SHEET DATA
Total assets	$	10,796,496		$	10,716,391		$	10,633,674		$	10,558,237		$	10,133,651
Earning assets		9,944,709			9,857,897			9,746,184			9,665,684			9,268,902
Loans		7,685,478			7,542,040			7,362,491			7,352,171			7,118,002
Investment securities		2,116,433			1,979,044			1,916,927			1,848,965			1,828,618
Noninterest-bearing deposits		2,647,995			2,679,261			2,686,189			2,743,566			2,725,139
Total deposits		8,377,141			8,406,547			8,480,098			8,479,666			8,221,857
Shareholders' equity		1,229,921			1,257,220			1,224,940			1,211,032			1,145,101
INCOME STATEMENT DATA
Interest income	$	151,756		$	165,807		$	169,445		$	167,002		$	158,851
Interest expense		38,211			49,471			52,727			50,106			44,010
Net interest income		113,545			116,336			116,718			116,896			114,841
Net interest income (TE)		114,815			117,782			118,245			118,444			116,397
Provision for credit losses		14,000			10,000			9,000			-			(2,000	)
Noninterest income		28,476			24,080			54,455			24,097			24,049
Net securities gains in noninterest income		-			-			(1	)		-			-
Noninterest expense		83,929			85,774			88,229			88,661			86,444
Net income		29,855			30,244			48,766			35,052			36,992
KEY RATIOS
Return on average assets		1.11	%		1.12	%		1.82	%		1.33	%		1.48	%
Return on average shareholders' equity		9.76			9.54			15.79			11.61			13.10
Net interest margin		4.64			4.75			4.82			4.91			5.08
Average loans to average deposits		91.74			89.72			86.82			86.70			86.57
Efficiency ratio		58.57			60.46			51.09			62.20			61.55
Allowance for loan losses to loans		1.19			1.16			1.10			1.02			1.06
Nonperforming assets to loans plus foreclosed
assets and surplus property		1.96			1.64			1.22			.81			.76
Annualized net charge-offs (recoveries) to average loans		.53			.21			.13			.13			(.01	)
Average shareholders' equity to average assets		11.39			11.73			11.52			11.47			11.30
Tangible common equity as a percentage of
tangible assets, end of period		8.32			8.24			8.81			8.34			8.22
Leverage ratio		8.45			8.79			9.19			8.90			9.02
COMMON SHARE DATA
Earnings per share
Basic	$	.46		$	.45		$	.72		$	.52		$	.56
Diluted		.45			.45			.71			.51			.55
Dividends
Cash dividends per share	$	.31		$	.29		$	.29		$	.29		$	.29
Dividend payout ratio		67.23	%		64.16	%		40.70	%		56.23	%		53.16	%
Book value per share	$	18.90		$	18.67		$	18.53		$	17.88		$	17.76
Trading data
High sales price	$	27.49		$	28.35		$	30.32		$	31.92		$	33.26
Low sales price		21.12			22.46			23.02			29.69			29.07
End-of-period closing price		24.79			26.15			26.38			30.10			30.58
Trading volume		45,483,491			30,514,264			28,674,777			13,035,329			16,256,098
Average shares outstanding
Basic		64,960,915			66,942,296			67,526,329			67,238,471			66,090,617
Diluted		65,841,398			67,744,528			68,237,485			68,284,392			67,156,190
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).

16

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, 2007 to March 31, 2008 and on their results of operations during the first quarters of 2008 and 2007.  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, 2007.

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) comments on conditions impacting certain sectors of the loan portfolio; (b) information about changes in the duration of the investment portfolio with changes in market rates; (c) statements of the results of net interest income simulations run by the Company to measure interest rate sensitivity; (d) discussion of the performance of Whitney’s net interest income assuming certain conditions; (e) comments on expected changes in expense levels for employee benefits; and (f) comments on cost control initiatives.

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:

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

· 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;

· 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;

17

·  possible changes in general economic and business conditions, including the real estate and financial markets, in the United States and in the region and communities Whitney serves;

· the occurrence of natural disasters or acts of war or terrorism that directly or indirectly affect the financial health of Whitney’s customer base;

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

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

· Whitney’s ability to develop competitive new products and services in a timely manner and their acceptance by the Bank’s customers;

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

· the cost and other effects of material contingencies;

· 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 $29.9 million in the quarter ended March 31, 2008, compared with net income of $37.0 million for the first quarter of 2007.  Earnings were $.45 per diluted share in 2008’s first quarter, compared to $.55 for the year-earlier period.

Mergers and Acquisitions

On March 2, 2007, Whitney completed its acquisition of Signature Financial Holdings, Inc. (Signature), the parent of Signature Bank.  Signature Bank operated seven banking centers in the Tampa Bay metropolitan area with approximately $270 million in total assets, including $220 million of loans, and $210 million in deposits at acquisition.  Whitney’s financial information includes the results from these acquired operations since the acquisition date.

Loans and Earning Assets

Total loans at the end of the first quarter of 2008 were up 6%, or $470 million, from March 31, 2007, and 2%, or $138 million, compared to year-end 2007.  Loan demand and customer development activity in Texas and Whitney’s Louisiana markets outside the metropolitan New Orleans area were the major contributors to loan growth over the year, with smaller contributions from the Alabama and Mississippi markets.  Market conditions continue to restrain loan demand in Florida and contributed to a 4% decrease since the first quarter of 2007 in loans serviced from Whitney’s market areas in that state.

18

Loans, including loans held for sale, comprised 77% of average earning assets in the first quarters of both 2008 and 2007, and the overall mix of earning assets was little changed between these periods.

Deposits and Funding

Total deposits at March 31, 2008 were 3% below the totals at both the end of 2007’s first quarter and December 31, 2007.  Average deposits in the first quarter of 2008 were down less than 1% compared to the fourth quarter of 2007, but increased 2% from 2007’s first quarter.  The decrease in deposits from year-end 2007 was mainly from higher-cost time deposits and public fund deposits.

Noninterest-bearing sources funded approximately 32% of average earning assets for the first quarter of 2008, compared to 34% in the first quarter of 2007.  Higher-cost interest-bearing funds, which include time deposits and borrowings, funded 35% of average earning assets in 2008’s first quarter, up from 32% in the year-earlier period.  This reflected a number of factors including higher average balances maintained in the Company’s treasury-management deposit products by commercial customers with excess liquidity, increased use of short-term borrowings to support earning asset growth in excess of deposit growth, and the issuance of $150 million in long-term subordinated debt in late March 2007.

Net Interest Income

Whitney’s net interest income (TE) for the first quarter of 2008 decreased $1.6 million, or 1%, compared to the first quarter of 2007.  The additional day in the current period would have added as much as $1 million, other factors held constant.  Average earning assets increased 7% between these periods.  The net interest margin (TE) was 4.64% for the first quarter of 2008, down 44 basis points from the year-earlier period.  The overall yield on earning assets decreased 82 basis points from the first quarter of 2007, mainly reflecting the steep reduction in benchmark rates for the large variable-rate segment of Whitney’s loan portfolio toward the end of 2007 and continuing into 2008.  The cost of funds decreased 38 basis points between the first quarters of 2007 and 2008 as the impact of a shift toward higher-cost funding sources between these periods was offset by reductions in offered rates as market rates fell.

Net interest income (TE) for the first quarter of 2008 was down $3.0 million, or 2.5%, compared to the fourth quarter of 2007, with approximately $1 million of this decrease related to the number of days in each period.  Average earning assets increased 1% between these periods, while the net interest margin declined by 11 basis points.  Earning assets yielded 56 basis points less in the first quarter of 2008, while the cost of funds decreased 45 basis points.  The funding mix was little changed between these periods.

19

Provision for Credit Losses and Credit Quality

Whitney made a $14.0 million provision for credit losses in the first quarter of 2008, compared to $10.0 million in 2007’s fourth quarter and a $2.0 million negative provision in the first quarter of 2007.  Net loan charge-offs in 2008’s first quarter were $10.2 million or .53% of average loans on an annualized basis, compared to $3.9 million in the fourth quarter of 2007 and minimal net recoveries in the prior year’s first quarter.  The allowance for loan losses increased to 1.19% of total loans at March 31, 2008, up from 1.16% at the end of 2007 and 1.06% a year earlier.  The total of loans criticized through the Company’s credit risk-rating process increased $87 million during the first quarter of 2008.  Loans for residential development, investment and other residential purposes comprised approximately 40% of the criticized loan total at March 31, 2008, mainly concentrated in Florida.

Noninterest Income

Noninterest income increased $4.4 million compared to the first quarter of 2007.  Whitney recognized a $2.3 million gain in the first quarter of 2008 from the mandatory redemption of a portion of its Visa shares in connection with Visa’s restructuring and initial public offering.  Deposit service charge income in the first quarter of 2008 was up 14%, or $1.0 million, aided by both improved pricing and reduced earnings credits allowed on certain commercial deposit accounts.  Increases were also registered for bank card fees, trust service fees and most other recurring revenue sources.

Noninterest income for the first quarter of 2008 was also up $4.4 million compared to 2007’s fourth quarter, including the Visa gain and an additional $2.1 million in gains and other revenue from foreclosed assets, all of which was from certain grandfathered property interests carried at a nominal value.  Income from recurring revenue sources was down slightly between these periods, mainly reflecting some expected seasonal fluctuations.

Noninterest Expense

Noninterest expense in the first quarter of 2008 decreased 3%, or $2.5 million, from 2007’s first quarter.  Whitney’s personnel expense increased less than 1% between these periods, as expected increases in the cost of certain employee benefits and compensation added for Signature’s staff and normal salary adjustments were offset by a decrease in compensation associated with management incentive programs and the impact of a 2% reduction in the average full-time equivalent staff level between these periods, excluding the acquired staff.

The total of all other noninterest expense unrelated to personnel decreased a net $2.8 million, or 7%, compared to the first quarter of 2007.  In connection with Visa’s initial public offering in the first quarter of 2008, the Company reversed a $1.0 million liability it had recorded in the fourth quarter of 2007 for its obligation to share in certain of Visa’s litigation losses.

Normalized for the impact of the reversal of the Visa litigation liability, noninterest expense for 2008’s first quarter was essentially unchanged compared to the fourth quarter of 2007.  As part of a strategic initiative to improve the efficiency ratio, management is continuing to develop action plans to drive down expenses where possible and realign corporate investments.

20

FINANCIAL CONDITION

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

Loan Portfolio Developments

Total loans at March 31, 2008 were up 2%, or $138 million, from year-end 2007, and 6%, or $470 million, from March 31, 2007.  Loan demand and customer development activity in Texas and Whitney’s Louisiana markets outside the metropolitan New Orleans area were the major contributors to loan growth over the year, with smaller contributions from the Alabama and Mississippi markets.  Compared to March 31, 2007, loans serviced from Whitney’s operations in Houston, Texas grew by 29% year over year, and those serviced in Louisiana markets outside New Orleans grew 16%.  Market conditions continue to restrain loan demand in Florida and contributed to a 4% decrease since the first quarter of 2007 in loans serviced from Whitney’s market areas in this state.

Table 1 shows loan balances by type of loan at March 31, 2008 and at the end of the four prior quarters.  Table 2 distributes the loan portfolio as of March 31, 2008 by the geographic region from which the loans are serviced.  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
	2008		2007
(dollars in millions)	March 31		December 31		September 30		June 30		March 31
Commercial, financial and
agricultural	$	2,897	$	2,823	$	2,837	$	2,825	$	2,791
Real estate  –  commercial,
construction and other		3,533		3,477		3,345		3,259		3,199
Real estate  –
residential mortgage		950		934		924		936		918
Individuals		344		352		347		348		346
Total loans	$	7,724	$	7,586	$	7,453	$	7,368	$	7,254

TABLE 2. GEOGRAPHIC DISTRIBUTION OF LOAN PORTFOLIO AT MARCH 31, 2008
										Alabama/						Percent
(dollars in millions)	Louisiana			Texas			Florida			Mississippi			Total			of total
Commercial, financial and
agricultural	$	2,019		$	508		$	107		$	263		$	2,897			38	%
Real estate  –  commercial,
construction and other		1,438			662			991			442			3,533			46	%
Real estate  –
residential mortgage		519			83			227			121			950			12	%
Individuals		228			11			66			39			344			4	%
Total	$	4,204		$	1,264		$	1,391		$	865		$	7,724			100	%
Percent of total		55	%		16	%		18	%		11	%		100	%

The portfolio of commercial loans, other than those secured by real property, increased 3%, or $74 million, between year-end 2007 and March 31, 2008, and this portfolio sector has

21

grown 4%, or $107 million, compared to the end of 2007’s first quarter.  This growth was largely concentrated in Whitney’s Houston, Texas market.  Overall, the portfolio has remained diversified, with customers in a range of industries, including wholesale and retail trade in various durable and nondurable products and the manufacture of such products, oil and gas exploration and production, marine transportation and maritime construction, financial services, and professional services.  The growth in market areas outside of metropolitan New Orleans in recent years 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.

Loans outstanding to oil and gas industry customers represented approximately 10% of total loans at March 31, 2008 and at year-end 2007.  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 over one-third of the oil and gas industry portfolio at March 31, 2008.

Outstanding balances under participations in larger shared-credit loan commitments totaled $445 million at the end of 2008’s first quarter, little changed from the total outstanding at year-end 2007.  The total at March 31, 2008 included approximately $157 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 land development, both commercial and residential, loans secured by multi-family residential properties and other income-producing properties, and loans secured by properties used by the owners in commercial or industrial operations.  Table 3 presents information on the components and geographic distribution of the commercial real estate loan portfolio.

TABLE 3. REAL ESTATE LOANS – COMMERCIAL, CONSTRUCTION & OTHER
													Total						Total
										Alabama/			Mar. 31			%			Dec. 31		%
(dollars in millions)	Louisiana			Texas			Florida			Mississippi			2008			Total			2007		Total
Residential construction	$	82		$	85		$	70		$	42		$	279			8	%	$	316		9	%
Commercial construction,
land & land development		419			355			427			225			1,426			41	%		1,454		42	%
Commercial –
owner-occupied		459			87			176			71			793			22	%		741		21	%
Commercial –
nonowner-occupied		478			135			318			104			1,035			29	%		967		28	%
Total	$	1,438		$	662		$	991		$	442		$	3,533			100	%	$	3,478		100	%
% Total		41	%		19	%		28	%		12	%		100	%

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.  This portfolio sector grew 2%, or $55 million, from

22

December 31, 2007, and has increased 10%, or $334 million, since the end of the first quarter of 2007.  The growth was concentrated mainly in Louisiana markets outside the New Orleans metropolitan area and in the Houston market, and involved a variety of retail, commercial and industrial facilities, as well as some multi-family and single-family residential development.  The commercial real estate portfolio in Whitney’s Florida market has declined approximately 4% since March 31, 2007, reflecting limited new project financing, particularly for residential development, coupled with gradual paydowns on existing project loans.  The future pace of new real estate project financing in Whitney’s market areas 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 $16 million from the end of 2007 to March 31, 2008 and was up 3%, or $31 million, from a year earlier.  Growth in this category has mainly come from the promotion of tailored home mortgage loan products generally targeted to the 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.

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 the Bank’s 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 key 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.

23

Credit Quality Statistics and Components of Credit Loss Allowance and Reserve

The total of loans criticized through the Company’s credit risk-rating process increased $87 million during the first quarter of 2008 to a total of $392 million at March 31, 2008, which represented 5% of total loans.  Loans for residential development, investment and other residential purposes accounted for approximately one-third of the increase, including one $18 million relationship in Florida identified as warranting special attention.  Residential-related loans comprised approximately 40% of the criticized loan total at March 31, 2008, mainly concentrated in Florida.  The remaining quarterly increase in criticized loans was fairly evenly divided between nonresidential real estate loans and commercial and industrial relationships and was mainly related to three credits marked for special attention.  Each of these loans came from a different industry and geographic market outside of Florida.  Nonresidential real estate loans accounted for approximately 30% of the criticized total at March 31, 2008, with the underlying collateral divided between income-producing properties and owner-occupied properties.  Loans to commercial and industrial relationships comprised approximately 25% of the criticized total, with no significant concentrations related to industries or markets.

Loans identified as warranting special attention totaled $146 million at the end of the first quarter of 2008, which was a quarterly increase of $54 million for this least severe classification.  The total of loans identified as having well-defined weaknesses that would likely result in some loss if not corrected was stable at $202 million.  Rating downgrades into this category were offset by further downgrades from this category into the total for loans whose full repayment is in doubt, which increased to $44 million from $11 million at December 31, 2007.

TABLE 4.  NONPERFORMING ASSETS
	2008			2007
	March			December			September			June			March
(dollars in thousands)	31			31			30			30			31
Loans accounted for on a nonaccrual basis	$	139,371		$	120,096		$	88,580		$	56,787		$	53,250
Restructured loans		-			-			-			-			-
Total nonperforming loans		139,371			120,096			88,580			56,787		$	53,250
Foreclosed assets and surplus property		11,980			4,624			2,628			2,662			1,737
Total nonperforming assets	$	151,351		$	124,720		$	91,208		$	59,449		$	54,987
Loans 90 days past due still accruing	$	3,059		$	8,711		$	2,967		$	6,424		$	7,299
Ratios:
Nonperforming assets to loans
plus foreclosed assets and surplus property		1.96	%		1.64	%		1.22	%		.81	%		.76	%
Allowance for loan losses to
nonperforming loans		66			73			93			132			144
Loans 90 days past due still accruing to loans		.04			.11			.04			.09			.10

Included in the total of criticized loans at March 31, 2008 is $139 million of nonperforming loans, up a net $19 million from December 31, 2007.  Over 75% of the loans added to the nonperforming total during the first quarter of 2008 had been included in the Company’s criticized total in earlier periods, including one $10 million credit for an Alabama commercial real estate project.  Approximately half of the nonperforming loans at March 31, 2008 are from Whitney’s Florida markets.  Table 4 provides information on nonperforming loans and other nonperforming assets at March 31, 2008 and at the end of the previous four quarters.

24

Total foreclosed assets and surplus property increased to $12.0 million at March 31, 2008, up from $4.6 million at December 31, 2007, mainly related to residential development properties.

The overall allowance for loan losses as of March 31, 2008 was $3.8 million above the allowance at year-end 2007.  The allowance determined for criticized loans increased a net $3.0 million after charge-offs of approximately $8 million during the first quarter of 2008.  The allowance for loans with average or better quality ratings and loans not subject to individual rating increased $.8 million from the end of 2007 to March 31, 2008.  Management’s relative assessment of economic and other qualitative risk factors between these dates had little impact.

Table 5 compares first quarter 2008 activity in the allowance for loan losses and in the reserve for losses on unfunded credit commitments with the comparable period of 2007.

TABLE 5. SUMMARY OF ACTIVITY IN THE ALLOWANCE FOR LOAN LOSSES AND
RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS
	Three Months Ended
	March 31
(dollars in thousands)	2008			2007
ALLOWANCE FOR LOAN LOSSES
Balance at beginning of period	$	87,909		$	75,927
Allowance of acquired bank		-			2,791
Provision for credit losses		14,000			(2,000	)
Loans charged off:
Commercial, financial and agricultural		(4,793	)		(1,941	)
Real estate – commercial, construction and other		(3,288	)		-
Real estate – residential mortgage		(2,102	)		(69	)
Individuals		(859	)		(678	)
Total charge-offs		(11,042	)		(2,688	)
Recoveries on loans previously charged off:
Commercial, financial and agricultural		518			2,474
Real estate – commercial, construction and other		11			72
Real estate – residential mortgage		79			41
Individuals		233			295
Total recoveries		841			2,882
Net loans (charged off) recovered		(10,201	)		194
Balance at end of period	$	91,708		$	76,912
Ratios:
Allowance for loan losses to loans at period end		1.19	%		1.06	%
Annualized net charge-offs (recoveries) to average loans		.53			(.01	)
Annualized gross charge-offs to average loans		.57			.15
Recoveries to gross charge-offs		7.62			107.22
RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS
Balance at beginning of period	$	1,300		$	1,900
Provision for credit losses		-			-
Balance at end of period	$	1,300		$	1,900

25

INVESTMENT SECURITIES

The investment securities portfolio balance increased 7%, or $146 million, from year-end 2007 to March 31, 2008, and average investment securities increased a comparable amount from the fourth quarter of 2007 to 2008’s first quarter.  The composition of the average portfolio of investment securities and effective yields are shown in Table 9.

The mix of investments in the portfolio shifted moderately toward mortgage-backed securities issued or guaranteed by U.S. government agencies during the first quarter of 2008.  The duration of the overall investment portfolio was 2.3 years at March 31, 2008 and would extend to 4.0 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, 2007, the portfolio’s estimated duration was 2.1 years.

Securities available for sale made up the bulk of the total investment portfolio at March 31, 2008.  Available for sale securities are carried at fair value, and the balance reported at March 31, 2008 reflected gross unrealized gains of $20.2 million and gross unrealized losses of $3.2 million.  The unrealized losses were mainly related to mortgage-backed securities and represented less than 1% of the total amortized cost of the underlying securities.  Substantially all the unrealized losses at March 31, 2008 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 determined to be 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

Total deposits at March 31, 2008 were approximately 3% below the totals at both December 31, 2007 and the end of 2007’s first quarter.  Table 6 shows the composition of deposits at March 31, 2008, and at the end of the previous four quarters.  Table 9 presents the composition of average deposits and borrowings and the effective rates on interest-bearing funding sources for the first quarter of 2008 and the fourth and first quarters of 2007.

26

TABLE 6. DEPOSIT COMPOSITION
	2008				2007
(dollars in millions)	March 31				December 31				September 30				June 30				March 31
Noninterest-bearing
demand deposits	$	2,724	33	%	$	2,740	32	%	$	2,639	31	%	$	2,737	32	%	$	2,758	32	%
Interest-bearing deposits:
NOW account deposits		1,068	13			1,152	13			1,009	12			991	12			1,052	13
Money market deposits		1,242	15			1,230	14			1,236	15			1,182	14			1,221	14
Savings deposits		925	11			880	10			898	11			929	11			956	11
Other time deposits		773	9			824	10			866	10			853	10			806	10
Time deposits
$100,000 and over		1,563	19			1,758	21			1,739	21			1,821	21			1,731	20
Total interest-bearing		5,571	67			5,844	68			5,748	69			5,776	68			5,766	68
Total	$	8,295	100	%	$	8,584	100	%	$	8,387	100	%	$	8,513	100	%	$	8,524	100	%

 Lower-cost deposits at March 31, 2008 decreased 1%, or $42 million, from year-end 2007, partly related to seasonal funds flows of certain state and local government customers, and were down less than 1% compared to the end of 2007’s first quarter.  Noninterest-bearing demand deposits comprised 33% of total deposits at March 31, 2008 compared to 32% at the end of the fourth and first quarters of 2007.

 Higher-cost time deposits at March 31, 2008 decreased 10%, or $247 million, compared to year-end 2007, and 8%, or $201 million, compared to March 31, 2007.  Time deposits of $100,000 and over include competitively bid public funds and excess funds of certain commercial and other Bank 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 $621 million of funds in treasury-management deposit products at March 31, 2008, down $84 million from the total held at December 31, 2007 and $73 million from a year earlier.  Public fund time deposits totaled approximately $157 million at the end of the first quarter of 2008, which was down $48 million from year-end 2007 and $84 million from March 31, 2007.

 Short-term borrowings at March 31, 2008 increased 7%, or $63 million, from year-end 2007, and were up 70%, or $399 million, compared to March 31, 2007.  Total borrowings from customers under securities repurchase agreements decreased 25%, or $197 million, from December 31, 2007, mainly reflecting temporary funds from certain large customer business transactions at year end.  These customer borrowings were replaced with the purchase of additional federal funds at March 31, 2008, which were up $262 million compared to year-end 2007.

27

SHAREHOLDERS’ EQUITY AND CAPITAL ADEQUACY

Shareholders’ equity totaled $1.21 billion at March 31, 2008, which was a decrease of $14 million from the end of 2007.  Whitney repurchased 1.63 million of its common shares during the first quarter of 2008 at a cost of $41 million.  As of March 31, 2008, the Company had repurchased 3,525,856 shares under a program announced in November 2007 to repurchase up to four million shares.  For the first quarter of 2008, the Company retained $10 million of earnings, net of declared dividends, and recognized $4 million in additional equity from activity in share-based compensation plans for employees and directors, including option exercises.  Other comprehensive income for the first quarter of 2008 totaled $12 million, including an $11 million net unrealized holding gain on securities available for sale.  The Company declared a dividend during the first quarter of 2008 that represented a payout totaling 67% of earnings for the period.  The dividend payout ratio was 52% for the full year in 2007.

The ratios in Table 7 indicate that the Company remained strongly capitalized at March 31, 2008.  Tier 2 and total regulatory capital at both March 31, 2008 and December 31, 2007 include $150 million in subordinated notes payable issued by the Bank.  Risk-weighted assets increased from the end of 2007 as the impact of growth in higher weighted loans was only partly offset by the impact of a net decrease in lower weighted investment securities and short-term liquidity management investments during this period.

TABLE 7.  RISK-BASED CAPITAL AND CAPITAL RATIOS
	March 31			December 31
(dollars in thousands)	2008			2007
Tier 1 regulatory capital	$	881,285		$	911,141
Tier 2 regulatory capital		242,772			238,967
Total regulatory capital	$	1,124,057		$	1,150,108
Risk-weighted assets	$	9,044,438		$	9,023,862
Ratios
Leverage (Tier 1 capital to average assets)		8.45	%		8.79	%
Tier 1 capital to risk-weighted assets		9.74			10.10
Total capital to risk-weighted assets		12.43			12.75
Shareholders’ equity to total assets		11.26			11.14

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.

28

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 quarter of 2008.

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 quarters of 2008 and 2007.

At March 31, 2008, Whitney Holding Corporation had approximately $86 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, 2007.  The most significant obligations included long-term debt service, operating leases for banking facilities and various multi-year contracts for outsourced services and software licenses.  There have been no material changes in contractual obligations from year-end 2007 through the end of 2008’s first quarter.

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 8 schedules these commitments as of March 31, 2008 by the periods in which they expire.  Commitments under credit card and personal credit lines generally have no stated maturity.

TABLE 8. CREDIT-RELATED COMMITMENTS
	Commitments expiring by period from March 31, 2008
			Less than			1 - 3		3 - 5	More than
(in thousands)	Total		1 year		years		years		5 years
Loan commitments – revolving	$	2,542,257	$	1,931,130	$	245,794	$	323,539	$	41,794
Loan commitments – nonrevolving		504,367		282,285		221,733		349		-
Credit card and personal credit lines		547,156		547,156		-		-		-
Standby and other letters of credit		420,572		311,188		54,973		54,411		-
Total	$	4,014,352	$	3,071,759	$	522,500	$	378,299	$	41,794

29

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 March 31, 2008 indicated that Whitney was moderately asset sensitive over the near term, similar to its position at year-end 2007.  Based on these simulations, annual net interest income (TE) would be expected to increase $22.5 million, or 5.4%, and decrease $21.6 million, or 5.2%, 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 2007 produced results that ranged from a positive impact on net interest income (TE) of $24.3 million, or 5.2%, to a negative impact of $26.5 million, or 5.6%.

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.

30

RESULTS OF OPERATIONS

NET INTEREST INCOME (TE)

Whitney’s net interest income (TE) for the first quarter of 2008 decreased $1.6 million, or 1%, compared to the first quarter of 2007.  The additional day in the current period would have added as much as $1.0 million, other factors held constant.  Average earning assets increased 7%, or $676 million, between these periods.  The net interest margin (TE) was 4.64% for the first quarter of 2008, down 44 basis points from the year-earlier period.  Net interest income (TE) for the first quarter of 2008 was down $3.0 million, or 2.5%, compared to the fourth quarter of 2007, with approximately $1.0 million of this decrease related to the number of days in each period.  Average earning assets increased 1% between these periods, while the net interest margin declined by 11 basis points.  Tables 9 and 10 provide details on the components of the Company’s net interest income (TE) and net interest margin (TE).

The overall yield on earning assets decreased 82 basis points from the first quarter of 2007 and 56 basis points from 2007’s fourth quarter, mainly reflecting the steep reduction in benchmark rates for the large variable-rate segment of Whitney’s loan portfolio toward the end of 2007 and continuing into 2008.  The rates on approximately 29%, or $2.3 billion, of the loan portfolio at March 31, 2008 were tied to changes in Libor benchmarks, with another 25%, or $1.9 billion, tied to prime.  Loans, which in Table 9 include loans held for sale, comprised 77% of average earning assets in the first quarter of 2008 and in both the fourth and first quarters of 2007.  The overall mix of earning assets was little changed in each of these periods.

The cost of funds decreased 38 basis points between the first quarters of 2007 and 2008, as the impact of a shift toward higher-cost average funding sources between these periods was offset by reductions in offered rates as market rates fell.  Average deposits in the first quarter of 2008 increased 2% compared to the first quarter of 2007, but were down less than 1% compared to the fourth quarter of 2007.  Noninterest-bearing deposits funded approximately 27% of average earning assets in the first quarter of 2008, and the percentage of funding from all noninterest-bearing sources was 32% for the period compared to 34% in the first quarter of 2007.  Higher-cost interest-bearing funds, which include time deposits and borrowings, funded 35% of average earning assets in 2008’s first quarter, up from 32% in the year-earlier period.  This reflected a number of factors including higher average balances maintained in the Company’s treasury-management deposit products by commercial customers with excess liquidity, increased use of short-term borrowings to support earning asset growth in excess of deposit growth, and the issuance of $150 million in long-term subordinated debt in late March 2007.  The cost of funds in 2008’s first quarter was down 45 basis points compared to the fourth quarter of 2007.  The funding mix was little changed between these periods as a reduction in higher-cost deposit funding was replaced with short-term borrowings.

31

TABLE 9. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME(TE) (a), YIELDS AND RATES
(dollars in thousands)	First Quarter 2008								Fourth Quarter 2007								First Quarter 2007
	Average					Yield/			Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate			Balance			Interest		Rate
ASSETS
EARNING ASSETS
Loans (TE)(b) (c)	$	7,700,842		$	126,212		6.59	%	$	7,559,178		$	139,341		7.32	%	$	7,137,474		$	134,573		7.64	%
Mortgage-backed securities		1,496,203			17,799		4.76			1,306,706			15,742		4.82			1,196,982			13,912		4.65
U.S. agency securities		289,779			2,895		4.00			329,776			3,454		4.19			284,272			2,881		4.05
U.S. Treasury securities		-			-		-			16,316			200		4.86			24,851			302		4.93
Obligations of states and political
subdivisions (TE)		295,513			4,345		5.88			291,010			4,304		5.92			285,979			4,263		5.96
Other securities		34,938			504		5.77			35,236			526		5.97			36,534			530		5.80
Total investment securities		2,116,433			25,543		4.83			1,979,044			24,226		4.90			1,828,618			21,888		4.79
Federal funds sold and
short-term investments		127,434			1,271		4.01			319,675			3,686		4.57			302,810			3,946		5.28
Total earning assets		9,944,709		$	153,026		6.18	%		9,857,897		$	167,253		6.74	%		9,268,902		$	160,407		7.00	%
NONEARNING ASSETS
Other assets		941,048								940,877								943,386
Allowance for loan losses		(89,261	)							(82,383	)							(78,637	)
Total assets	$	10,796,496							$	10,716,391							$	10,133,651
LIABILITIES AND
SHAREHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
NOW account deposits	$	1,112,665		$	2,376		.86	%	$	1,031,659		$	2,931		1.13	%	$	1,054,403		$	2,976		1.14	%
Money market deposits		1,255,306			4,994		1.60			1,231,267			8,344		2.69			1,197,889			8,552		2.90
Savings deposits		904,566			1,388		.62			890,732			2,073		.92			939,171			2,234		.96
Other time deposits		791,565			7,393		3.76			853,076			8,502		3.95			771,233			6,777		3.56
Time deposits $100,000 and over		1,665,044			14,258		3.44			1,720,552			18,509		4.27			1,534,022			16,722		4.42
Total interest-bearing deposits		5,729,146			30,409		2.13			5,727,286			40,359		2.80			5,496,718			37,261		2.75
Short-term borrowings		883,001			5,324		2.43			747,389			6,554		3.48			603,541			6,178		4.15
Long-term debt		164,915			2,478		6.01			168,348			2,558		6.08			38,060			571		6.00
Total interest-bearing liabilities		6,777,062		$	38,211		2.27	%		6,643,023		$	49,471		2.96	%		6,138,319		$	44,010		2.91	%
NONINTEREST-BEARING
LIABILITIES AND
SHAREHOLDERS' EQUITY
Demand deposits		2,647,995								2,679,261								2,725,139
Other liabilities		141,518								136,887								125,092
Shareholders' equity		1,229,921								1,257,220								1,145,101
Total liabilities and
shareholders' equity	$	10,796,496							$	10,716,391							$	10,133,651
Net interest income and margin (TE)				$	114,815		4.64	%				$	117,782		4.75	%				$	116,397		5.08	%
Net earning assets and spread	$	3,167,647					3.91	%	$	3,214,874					3.78	%	$	3,130,583					4.09	%
Interest cost of funding earning assets							1.54	%							1.99	%							1.92	%
(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 $131,241, $93,995 and $53,935, respectively, in the first quarter of 2008 and the fourth and first quarters of 2007.

32

TABLE 10. SUMMARY OF CHANGES IN NET INTEREST INCOME(TE)(a) (b)
	First Quarter 2008 Compared to:
	Fourth Quarter 2007									First Quarter 2007
	Due to						Total			Due to						Total
	Change in						Increase			Change in						Increase
(dollars in thousands)	Volume			Yield/Rate			(Decrease)			Volume			Yield/Rate			(Decrease)
INTEREST INCOME (TE)
Loans (TE)	$	2,262		$	(15,391	)	$	(13,129	)	$	10,610		$	(18,971	)	$	(8,361	)
Mortgage-backed securities		2,256			(199	)		2,057			3,553			334			3,887
U.S. agency securities		(405	)		(154	)		(559	)		55			(41	)		14
U.S. Treasury securities		(100	)		(100	)		(200	)		(151	)		(151	)		(302	)
Obligations of states and political
subdivisions (TE)		66			(25	)		41			141			(59	)		82
Other securities		(4	)		(18	)		(22	)		(23	)		(3	)		(26	)
Total investment securities		1,813			(496	)		1,317			3,575			80			3,655
Federal funds sold and
short-term investments		(2,005	)		(410	)		(2,415	)		(1,889	)		(786	)		(2,675	)
Total interest income (TE)		2,070			(16,297	)		(14,227	)		12,296			(19,677	)		(7,381	)
INTEREST EXPENSE
NOW account deposits		205			(760	)		(555	)		164			(764	)		(600	)
Money market deposits		153			(3,503	)		(3,350	)		404			(3,962	)		(3,558	)
Savings deposits		30			(715	)		(685	)		(78	)		(768	)		(846	)
Other time deposits		(655	)		(454	)		(1,109	)		202			414			616
Time deposits $100,000 and over		(609	)		(3,642	)		(4,251	)		1,396			(3,860	)		(2,464	)
Total interest-bearing deposits		(876	)		(9,074	)		(9,950	)		2,088			(8,940	)		(6,852	)
Short-term borrowings		1,011			(2,241	)		(1,230	)		2,287			(3,141	)		(854	)
Long-term debt		(52	)		(28	)		(80	)		1,906			1			1,907
Total interest expense		83			(11,343	)		(11,260	)		6,281			(12,080	)		(5,799	)
Change in net interest income (TE)	$	1,987		$	(4,954	)	$	(2,967	)	$	6,015		$	(7,597	)	$	(1,582	)
(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.

33

PROVISION FOR CREDIT LOSSES

Whitney made a $14.0 million provision for credit losses in the first quarter of 2008, compared to $10.0 million in 2007’s fourth quarter and a $2.0 million negative provision in the first quarter of 2007.  Net loan charge-offs in 2008’s first quarter were $10.2 million or .53% of average loans on an annualized basis, compared to $3.9 million in the fourth quarter of 2007 and minimal net recoveries in the prior year’s first quarter.  The allowance for loan losses increased to 1.19% of total loans at March 31, 2008, up from 1.16% at the end of 2007 and 1.06% a year earlier.

For a more detailed discussion of changes in the allowance for loan 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 increased $4.4 million from the first quarter of 2007 to a total of $28.5 million in 2008’s first quarter.  Whitney recognized a $2.3 million gain in the most recent period from the mandatory redemption of a portion of its Visa shares in connection with Visa’s restructuring and initial public offering.  Excluding this gain, noninterest income for the first quarter of 2008 was up 9%, or $2.2 million, from the first quarter of 2007.

Deposit service charge income in the first quarter of 2008 increased 14%, or $1.0 million in total, aided by both improved pricing and reduced earnings credits allowed on certain commercial deposit accounts as the earnings credit rate declined with benchmark short-term market rates. 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.

Bank card fees, both credit and debit cards, increased a combined 10%, or $.4 million, compared to the first quarter of 2007 on higher transaction volumes, and trust service fees also grew 10%, or $.3 million.  Fee income from Whitney’s secondary mortgage market operations was down moderately from the year-earlier period reflecting the ongoing relatively broad weakness in the overall housing market.  Excluding the Visa share redemption gain, the categories comprising other noninterest income increased a combined $.5 million compared to the first quarter of 2007, with positive contributions from most all recurring revenue sources.  Net gains on sales of and other revenue from foreclosed assets totaled $2.7 million in the first quarter of 2008, substantially all from certain grandfathered property interests carried at a nominal value.  This total was down $.3 million from the $3.0 million recognized in the first quarter of 2007, which included $2.4 million from grandfathered property interests.

Noninterest income for the first quarter of 2008 was also up $4.4 million compared to 2007’s fourth quarter, including the Visa gain and an additional $2.1 million in gains and other revenue from foreclosed assets, all related to grandfathered property interests.  Income from recurring revenue sources was down slightly between these periods, mainly reflecting some expected seasonal fluctuations.

34

NONINTEREST EXPENSE

Noninterest expense decreased 3%, or $2.5 million, to a total of $83.9 million in the first quarter of 2008 compared to 2007’s first quarter.

Whitney’s personnel expense increased less than 1% between these periods, with employee compensation down 1%, or $.4 million, and the cost of employee benefits up 8%, or $.7 million.  Compensation added for Signature’s staff totaling $.5 million and normal salary adjustments was offset by a decrease in the compensation associated with management incentive programs and the impact of a 2% reduction in the average full-time equivalent staff level between these periods, excluding the acquired staff.  The increase in the cost of employee benefits resulted mainly from expected increases for retirement benefits and health benefits.

Net occupancy expense increased 6%, or $.5 million, compared to the first quarter of 2007, which was mainly related to the facilities acquired with Signature, de novo branch expansion and the completion of capital projects on storm-damaged facilities.  Equipment and data processing expense also increased 6%, or $.4 million, driven in part by the cost of new customer-oriented applications associated with strategic initiatives.  Legal and other professional fees decreased $.7 million from the first quarter of 2007 which included the cost of work to integrate Signature into Whitney’s systems.  In connection with Visa’s initial public offering in the first quarter of 2008, the Company reversed a $1.0 million liability it had recorded in the fourth quarter of 2007 for its obligation to share in certain of Visa’s litigation losses.

Normalized for the impact of the reversal of the Visa litigation liability, noninterest expense for the 2008’s first quarter was essentially unchanged compared to the fourth quarter of 2007.  As part of a strategic initiative to improve Whitney’s efficiency ratio, management continues to develop action plans to drive down expenses where possible and realign corporate investments.

INCOME TAXES

The Company provided for income tax expense at an effective rate of 32.3% in the first quarter of 2008 compared to 32.1% in the first quarter of 2007.  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 and in other projects that primarily benefit low-income communities or help the recovery and redevelopment of communities in the Gulf Opportunity Zone.

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.

35

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, 2007.  The risks described therein are not the only risks facing the Company.  Additional risks not presently known, or that the Company may currently deem to be immaterial, may also adversely affect Whitney’s business, financial condition or operating results.

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

 The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of the Company’s common stock during the three months ended March 31, 2008.

Period	Total Number of Shares Purchased			Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)		Maximum Number of Shares that May Yet Be Purchased under the Plans or Programs (1)
January 2008		84,837	(2)	$	25.28		82,780		2,022,129
February 2008		1,036,300		$	26.02		1,036,300		985,829
March 2008		519,277	(2)	$	23.25		511,685		474,144

(1)	In November 2007, the Board of Directors authorized the Company to repurchase up to 4 million
	shares of its common stock.  The program extends through December 2008.
(2)	Includes shares that were tendered to the Company as consideration for the exercise price of employee
	and director stock options totaling 2,057 in January and 7,592 in March.

Item 3.    DEFAULTS UPON SENIOR SECURITIES

 None

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

 None

Item 5.    OTHER INFORMATION

 None

37

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.

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)
	May 12, 2008
	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 10.1 Summary of performance goals to be used to determine cash bonus awards to the Company’s executive officers for fiscal year 2008 under the Company’s Executive Incentive Compensation Plan and the maximum bonus opportunities that can be earned by named executive officers for fiscal year 2008 (filed on January 28, 2008 under Item 5.02 of the Company’s current report on Form 8-K (Commission file number 0-1026) and incorporated by reference).

Exhibit 10.2 Change in executive officer’s base annual salary upon promotion to the position of Chairman of the Board and Chief Executive of the Company (filed on March 17, 2008 under Item 5.02 of the Company’s current report on Form 8-K (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