whc10q2q08.htm

10-Q 1 whc10q2q08.htm WHITNEY HOLDING CORP. FORM 10-Q whc10q2q08.htm

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 June 30, 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 July 31, 2008, 63,976,202 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	17

	Item 2.	Management’s Discussion and Analysis of Financial
		Condition and Results of Operations	18

	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	39

	Item 4.	Controls and Procedures	40

PART II.	Other Information

	Item 1.	Legal Proceedings	41

	Item 1A.	Risk Factors	41

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	42

	Item 3.	Defaults upon Senior Securities	42

	Item 4.	Submission of Matters to a Vote of Security Holders	42

	Item 5.	Other Information	43

	Item 6.	Exhibits	43


Signature			43

Exhibit Index			44

PART 1. FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

	June 30			December 31
(dollars in thousands)	2008			2007
	(Unaudited)
ASSETS
Cash and due from financial institutions	$	299,475		$	290,199
Federal funds sold and short-term investments		24,588			534,558
Loans held for sale		12,268			16,575
Investment securities
Securities available for sale		1,681,577			1,698,795
Securities held to maturity, fair values of $274,841 and $288,444, respectively		274,115			286,442
Total investment securities		1,955,692			1,985,237
Loans, net of unearned income		7,962,543			7,585,701
Allowance for loan losses		(109,852	)		(87,909	)
Net loans		7,852,691			7,497,792

Bank premises and equipment		186,423			190,095
Goodwill		331,295			331,295
Other intangible assets		13,266			17,103
Accrued interest receivable		36,244			44,860
Other assets		304,381			119,550
Total assets	$	11,016,323		$	11,027,264

LIABILITIES
Noninterest-bearing demand deposits	$	2,773,086		$	2,740,019
Interest-bearing deposits		5,493,794			5,843,770
Total deposits		8,266,880			8,583,789

Short-term borrowings		1,286,228			910,019
Long-term debt		157,020			165,455
Accrued interest payable		18,156			27,079
Accrued expenses and other liabilities		104,961			112,186
Total liabilities		9,833,245			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		409,586			408,266
Retained earnings		888,430			885,792
Accumulated other comprehensive loss		(21,707	)		(18,803	)
Treasury stock at cost - 3,782,553 and 1,887,780 shares, respectively		(96,031	)		(49,319	)
Total shareholders' equity		1,183,078			1,228,736
Total liabilities and shareholders' equity	$	11,016,323		$	11,027,264
The accompanying notes are an integral part of these financial statements.

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
	Three Months Ended				Six Months Ended
	June 30				June 30
(dollars in thousands, except per share data)	2008		2007		2008		2007
INTEREST INCOME
Interest and fees on loans	$	116,321	$	140,170	$	242,472	$	274,429
Interest and dividends on investment securities
Taxable securities		20,996		18,714		43,086		37,054
Tax-exempt securities		2,181		2,271		4,425		4,577
Interest on federal funds sold and short-term investments		109		5,847		1,380		9,793
Total interest income		139,607		167,002		291,363		325,853
INTEREST EXPENSE
Interest on deposits		21,387		41,582		51,796		78,843
Interest on short-term borrowings		4,740		5,960		10,064		12,138
Interest on long-term debt		2,355		2,564		4,833		3,135
Total interest expense		28,482		50,106		66,693		94,116
NET INTEREST INCOME		111,125		116,896		224,670		231,737
PROVISION FOR CREDIT LOSSES		35,000		-		49,000		(2,000	)
NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES		76,125		116,896		175,670		233,737
NONINTEREST INCOME
Service charges on deposit accounts		8,532		7,578		16,641		14,668
Bank card fees		4,489		4,134		8,572		7,834
Trust service fees		3,366		3,264		6,775		6,371
Secondary mortgage market operations		1,387		1,228		2,496		2,412
Other noninterest income		8,400		7,893		20,166		16,861
Securities transactions		-		-		-		-
Total noninterest income		26,174		24,097		54,650		48,146
NONINTEREST EXPENSE
Employee compensation		38,131		40,598		76,452		79,329
Employee benefits		8,951		8,641		18,000		17,039
Total personnel		47,082		49,239		94,452		96,368
Net occupancy		8,502		8,733		17,132		16,880
Equipment and data processing		6,244		5,628		12,462		11,490
Telecommunication and postage		2,654		3,374		5,452		6,494
Corporate value and franchise taxes		2,321		2,379		4,670		4,759
Legal and other professional services		2,527		2,040		4,777		4,966
Amortization of intangibles		1,754		2,981		3,837		5,882
Other noninterest expense		14,506		14,287		26,737		28,266
Total noninterest expense		85,590		88,661		169,519		175,105
INCOME BEFORE INCOME TAXES		16,709		52,332		60,801		106,778
INCOME TAX EXPENSE		3,835		17,280		18,072		34,734
NET INCOME	$	12,874	$	35,052	$	42,729	$	72,044
EARNINGS PER SHARE
Basic	$	.20	$	.52	$	.66	$	1.08
Diluted		.20		.51		.65		1.06
WEIGHTED-AVERAGE SHARES OUTSTANDING
Basic		63,957,445		67,238,471		64,459,181		66,667,715
Diluted		64,761,553		68,284,392		65,301,477		67,723,408
CASH DIVIDENDS PER SHARE	$	.31	$	.29	$	.62	$	.58
The accompanying notes are an integral part of these financial statements.

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		-		-			72,044			-			-			72,044
Other comprehensive income (loss):
Unrealized net holding loss on securities,
net of reclassifications and tax		-		-			-			(3,488	)		-			(3,488	)
Net change in prior service credit and
net actuarial loss on retirement plans,
net of tax		-		-			-			5,326			-			5,326
Total comprehensive income		-		-			72,044			1,838			-			73,882
Cash dividends, $.58 per share		-		-			(39,372	)		-			-			(39,372	)
Stock issued in business combination		-		48,298			-			-			-			48,298
Stock issued to dividend reinvestment plan		-		81			-			-			1,443			1,524
Long-term incentive plan stock activity:
Restricted stock and units		-		4,372			-			-			(86	)		4,286
Stock options		-		387			-			-			2,365			2,752
Directors' compensation plan stock activity		-		2,472			-			-			1,415			3,887
Balance at June 30, 2007	$	2,800	$	399,307		$	846,037		$	(39,177	)	$	(27	)	$	1,208,940

Balance at December 31, 2007	$	2,800	$	408,266		$	885,792		$	(18,803	)	$	(49,319	)	$	1,228,736
Comprehensive income:
Net income		-		-			42,729			-			-			42,729
Other comprehensive income (loss):
Unrealized net holding loss on securities,
net of reclassifications and tax		-		-			-			(3,233	)		-			(3,233	)
Net change in prior service credit and
net actuarial loss on retirement plans,
net of tax		-		-			-			329			-			329
Total comprehensive income		-		-			42,729			(2,904	)		-			39,825
Cash dividends, $.62 per share		-		-			(40,091	)		-			-			(40,091	)
Stock acquired under repurchase program		-		-			-			-			(50,484	)		(50,484	)
Stock issued to dividend reinvestment plan		-		(27	)		-			-			1,673			1,646
Long-term incentive plan stock activity:
Restricted stock and units		-		1,321			-			-			393			1,714
Stock options		-		277			-			-			795			1,072
Directors' compensation plan stock activity		-		(251	)		-			-			911			660
Balance at June 30, 2008	$	2,800	$	409,586		$	888,430		$	(21,707	)	$	(96,031	)	$	1,183,078

The accompanying notes are an integral part of these financial statements.

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Six Months Ended
	June 30
(dollars in thousands)	2008			2007
OPERATING ACTIVITIES
Net income	$	42,729		$	72,044
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization of bank premises and equipment		9,222			8,648
Amortization of purchased intangibles		3,837			5,882
Share-based compensation earned		5,897			7,461
Premium amortization (discount accretion) on securities, net		802			511
Provision for credit losses and losses on foreclosed assets		49,044			(1,950	)
Net gains on asset dispositions		(1,759	)		(1,890	)
Deferred tax benefit		(8,528	)		(169	)
Net decrease in loans originated and held for sale		4,307			3,046
Net increase in interest and other income receivable and prepaid expenses		(7,392	)		(11,839	)
Net increase (decrease) in interest payable and accrued income taxes and expenses		(14,909	)		5,372
Other, net		(3,431	)		3,356
Net cash provided by operating activities		79,819			90,472
INVESTING ACTIVITIES
Proceeds from sales of investment securities available for sale		318			34,663
Proceeds from maturities of investment securities available for sale		378,567			192,062
Purchases of investment securities available for sale		(367,198	)		(223,827	)
Proceeds from maturities of investment securities held to maturity		12,189			7,021
Purchases of investment securities held to maturity		-			(5,022	)
Net increase in loans		(410,618	)		(96,873	)
Net (increase) decrease in federal funds sold and short-term investments		509,864			(82,304	)
Purchases of life insurance policies		(150,000	)		-
Proceeds from sales of foreclosed assets and surplus property		4,292			3,734
Purchases of bank premises and equipment		(7,142	)		(11,317	)
Net cash paid in acquisition		-			(7,503	)
Other, net		(1,209	)		(1,776	)
Net cash used in investing activities		(30,937	)		(191,142	)
FINANCING ACTIVITIES
Net decrease in transaction account and savings account deposits		(52,674	)		(481,883	)
Net increase (decrease) in time deposits		(264,076	)		341,711
Net increase in short-term borrowings		376,209			68,961
Proceeds from issuance of long-term debt		-			149,738
Repayment of long-term debt		(8,310	)		(4,150	)
Proceeds from issuance of common stock		2,530			4,685
Purchases of common stock		(52,576	)		(3,272	)
Cash dividends		(39,449	)		(37,825	)
Other, net		(1,260	)		803
Net cash provided by (used in) financing activities		(39,606	)		38,768
Increase (decrease) in cash and cash equivalents		9,276			(61,902	)
Cash and cash equivalents at beginning of period		290,199			318,165
Cash and cash equivalents at end of period	$	299,475		$	256,263

Cash received during the period for:
Interest income	$	294,735		$	322,475

Cash paid during the period for:
Interest expense	$	75,833		$	88,563
Income taxes		38,500			36,500

Noncash investing activities:
Foreclosed assets received in settlement of loans	$	10,966		$	2,322

The accompanying notes are an integral part of these financial statements.

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 June 9, 2008, Whitney announced a definitive agreement to acquire Parish National Corporation (Parish), headquartered in Covington, Louisiana and the parent of Parish National Bank. Parish National Bank operates 16 banking centers, primarily on the north shore of Lake Pontchartrain and other parts of the metropolitan New Orleans area, and had $759 million in total assets and $647 million in deposits at June 30, 2008. Parish’s shareholders will receive approximately $165 million in cash and/or Whitney common stock, subject to certain adjustments. No more than 60% of the total consideration will be paid in cash and no more than 45% of the total consideration will be paid in stock. The exchange ratio used to determine the number of shares issued will be based on the average closing price of Whitney common stock for the 20 trading days before the fifth trading day prior to the closing date, but the average closing price used shall not be less than $19.50 or more than $26.00. If the average closing price is below $16.75, then either Parish or Whitney may terminate the agreement. Subject to approval by Parish’s shareholders, receipt of appropriate regulatory approvals and satisfaction of certain other closing conditions, this acquisition is expected to be completed in the fourth quarter of 2008.

On March 2, 2007, Whitney completed its acquisition of Signature Financial Holdings, Inc. (Signature), headquartered in St. Petersburg, Florida and 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 approximately 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 Bank has been merged into the Bank. Whitney’s financial statements include the results from acquired operations since the acquisition dates.

NOTE 3

LOANS

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

	June 30				December 31
(in thousands)	2008				2007
Commercial, financial and agricultural	$	3,086,916	39	%	$	2,822,752	37	%
Real estate – commercial, construction and other		3,536,766	44			3,477,558	46
Real estate – residential mortgage		982,769	12			933,797	12
Individuals		356,092	5			351,594	5
Total	$	7,962,543	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						Six Months Ended
	June 30						June 30
(in thousands)	2008			2007			2008			2007
Allowance at beginning of period	$	91,708		$	76,912		$	87,909		$	75,927
Allowance of acquired bank		-			-			-			2,791
Provision for credit losses		35,000			500			49,000			(1,500	)
Loans charged off		(18,292	)		(4,891	)		(29,334	)		(7,579	)
Recoveries		1,436			2,578			2,277			5,460
Net charge-offs		(16,856	)		(2,313	)		(27,057	)		(2,119	)
Allowance at end of period	$	109,852		$	75,099		$	109,852		$	75,099

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					Six Months Ended
	June 30					June 30
(in thousands)	2008		2007			2008		2007
Reserve at beginning of period	$	1,300	$	1,900		$	1,300	$	1,900
Provision for credit losses		-		(500	)		-		(500	)
Reserve at end of period	$	1,300	$	1,400		$	1,300	$	1,400

Information on loans evaluated for possible impairment loss follows.

	June 30		December 31
(in thousands)	2008		2007
Impaired loans
Requiring a loss allowance	$	107,244	$	86,920
Not requiring a loss allowance		20,193		22,412
Total recorded investment in impaired loans	$	127,437	$	109,332
Impairment loss allowance required	$	25,103	$	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.

	June 30		December 31
(in thousands)	2008		2007
Loans accounted for on a nonaccrual basis	$	147,383	$	120,096
Restructured loans		-		-
Total nonperforming loans	$	147,383	$	120,096

NOTE 5

DEPOSITS

The composition of deposits was as follows.

	June 30		December 31
(in thousands)	2008		2007
Noninterest-bearing demand deposits	$	2,773,086	$	2,740,019
Interest-bearing deposits:
NOW account deposits		1,032,731		1,151,988
Money market deposits		1,203,892		1,229,715
Savings deposits		938,948		879,609
Other time deposits		729,403		823,884
Time deposits $100,000 and over		1,588,820		1,758,574
Total interest-bearing deposits		5,493,794		5,843,770
Total deposits	$	8,266,880	$	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 $634 million at June 30, 2008 and $705 million at December 31, 2007. Most of these deposits mature on a daily basis.

NOTE 6

SHORT-TERM BORROWINGS

Short-term borrowings consisted of the following.

	June 30		December 31
(in thousands)	2008		2007
Securities sold under agreements to repurchase	$	504,982	$	771,717
Federal Home Loan Bank advances		500,000		-
Federal funds purchased		241,246		98,302
Treasury Investment Program		40,000		40,000
Total short-term borrowings	$	1,286,228	$	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.

Advances from the Federal Home Loan Bank (FHLB) mature within one month and are secured by a blanket lien on Bank loans secured by real estate.

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

Under the Treasury Investment Program, 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 participates up to a maximum of $40 million and has pledged securities with a comparable value as collateral.

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.

	June 30		December 31
(in thousands)	2008		2007
Other Assets
Cash surrender value of life insurance	$	163,113	$	12,258
Net deferred income tax asset		61,598		51,718
Low-income housing tax credit fund investments		11,883		13,161
Foreclosed assets and surplus property		14,524		4,624
Prepaid expenses		12,467		7,736
Miscellaneous investments, receivables and other assets		40,796		30,053
Total other assets	$	304,381	$	119,550
Accrued Expenses and Other Liabilities
Accrued taxes and other expenses	$	18,315	$	27,969
Dividend payable		16,508		15,913
Liability for pension benefits		38,405		33,956
Obligation for postretirement benefits other than pensions		14,264		15,196
Reserve for losses on unfunded credit commitments		1,300		1,300
Miscellaneous payables, deferred income and other liabilities		16,169		17,852
Total accrued expenses and other liabilities	$	104,961	$	112,186

In late May 2008, Whitney paid premiums of $150 million to purchase life insurance policies under a newly-adopted company-owned life insurance program. The policies are carried at their cash surrender value, which represents the amount that could be realized as of the reporting date. Earnings on these policies are reported in noninterest income and are not taxable.

NOTE 8

OTHER NONINTEREST INCOME

The components of other noninterest income were as follows.

	Three Months Ended				Six Months Ended
	June 30				June 30
(in thousands)	2008		2007		2008			2007
Investment services income	$	1,672	$	1,411	$	3,205		$	2,891
Credit-related fees		1,503		1,273		2,842			2,574
ATM fees		1,471		1,364		2,839			2,636
Other fees and charges		1,234		1,421		2,307			2,553
Other operating income		1,695		1,219		5,697			2,007
Net gains on sales and other revenue from foreclosed assets		820		1,154		3,467			4,173
Net gains (losses) on disposals of surplus property		5		51		(191	)		27
Total	$	8,400	$	7,893	$	20,166		$	16,861

In the first quarter of 2008, Whitney recognized a $2.3 million gain from the mandatory redemption of Visa Inc. (Visa) shares as discussed in Note 12. This gain is reflected in year-to-date other operating income.

NOTE 9

OTHER NONINTEREST EXPENSE

The components of other noninterest expense were as follows.

	Three Months Ended				Six Months Ended
	June 30				June 30
(in thousands)	2008		2007		2008			2007
Security and other outsourced services	$	4,063	$	4,105	$	7,934		$	7,933
Advertising and promotion		1,094		1,217		2,192			2,396
Bank card processing services		1,064		1,009		2,123			1,932
Deposit insurance and regulatory fees		1,111		629		1,823			1,241
Operating supplies		952		1,081		1,949			2,185
Miscellaneous operating losses		586		796		(3	)		1,881
Other operating expenses		5,636		5,450		10,719			10,698
Total	$	14,506	$	14,287	$	26,737		$	28,266

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 year-to-date miscellaneous operating losses.

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 $10 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						Six Months Ended
	June 30						June 30
(in thousands)	2008			2007			2008			2007
Service cost for benefits in period	$	2,095		$	2,067		$	4,189		$	4,149
Interest cost on benefit obligation		2,519			2,338			5,026			4,569
Expected return on plan assets		(2,662	)		(2,673	)		(5,310	)		(5,351	)
Amortization of:
Net actuarial loss		270			342			539			506
Prior service credit		(21	)		(29	)		(43	)		(58	)
Net periodic pension expense	$	2,201		$	2,045		$	4,401		$	3,815

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 both 2008 and 2007.

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.

In June 2008, annual share-based compensation awards were made under the employee plan as follows.

Grant Date

Fair Value

Total

Number

of Option or

Share-based

(dollars in thousands, except per share data)

Awarded

Stock Unit

Compensation

Performance-based restricted stock units

(a)

(b)

4,221

(d)

Tenure-based restricted stock units

137,958

18.77

(c)

2,384

(d)

Stock options

217,437

3.48

757

(a) A maximum of 434,874 shares could be issued under performance-based awards. Under certain levels of performance, no shares would be issued.

(b) Fair value of base award of 217,437 units was market price of Whitney common stock on the grant date, or $18.77. Fair value of potential performance units that do not participate in Whitney dividends during the restriction period was $15.13.

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

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

Employees can first exercise their stock options from the 2008 award three years from the grant date, provided they are still employed. A prorated number of options can vest and become immediately exercisable upon an employee’s retirement, death or disability within this three-year period. All employee options expire after ten years, although an earlier expiration applies in the case of retirement, death or disability. The exercise price for employee options is set at an amount not lower than the opening market price for Whitney’s stock on the grant date.

The Company recognized share-based compensation expense with respect to awards under the employee plan of $1.9 million ($1.2 million after-tax) in the second quarter of 2008 and $3.6 million ($2.4 million after-tax) in the second quarter of 2007. Share-based compensation expense for the employee plan was $5.7 million ($3.7 million after-tax) for the first six months of 2008 and $7.5 million ($4.8 million after-tax) for the comparable period in 2007.

During June 2008, annual share-based compensation awards were made under the directors’ plan as follows.

			Grant Date		Total
	Number		Fair Value		Share-based
(dollars in thousands, except per share data)	Awarded		of Option or Stock		Compensation
Stock grant		6,750	$	18.30	$	124
Stock options		45,000		3.42		154

Directors’ stock grants are fully vested upon award, and their stock options are immediately exercisable and expire no later than ten years from the grant date. The exercise price for the directors’ options was set at $18.30, the closing market price for the Company’s stock on the grant date.

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 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 second quarter of 2008, Whitney repurchased 409,023 shares of its common stock at an average cost of $23.32 per share. This completed the repurchase program announced in November 2007. Under this program Whitney repurchased a total of 3,934,879 shares at an average cost of $25.41 per share.

NOTE 14

EARNINGS PER SHARE

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

	Three Months Ended				Six Months Ended
	June 30				June 30
(dollars in thousands, except per share data)	2008		2007		2008		2007
Numerator:
Net income	$	12,874	$	35,052	$	42,729	$	72,044
Effect of dilutive securities		-		-		-		-
Numerator for diluted earnings per share	$	12,874	$	35,052	$	42,729	$	72,044
Denominator:
Weighted-average shares outstanding		63,957,445		67,238,471		64,459,181		66,667,715
Effect of potentially dilutive securities
and contingently issuable shares		804,108		1,045,921		842,296		1,055,693
Denominator for diluted earnings per share		64,761,553		68,284,392		65,301,477		67,723,408
Earnings per share:
Basic	$	.20	$	.52	$	.66	$	1.08
Diluted		.20		.51		.65		1.06
Antidilutive stock options		1,930,801		747,750		1,730,247		552,858

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 June 30, 2008 have a term of one year or less.

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.

	June 30		December 31
(in thousands)	2008		2007
Loan commitments – revolving	$	2,416,087	$	2,475,656
Loan commitments – nonrevolving		500,686		534,673
Credit card and personal credit lines		529,606		551,748
Standby and other letters of credit		468,003		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.

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 $50.9 million of nonmarketable equity securities (Federal Reserve Bank and Federal Home Loan Bank stock) that are carried at cost.

June 30, 2008

Fair Value Measurement Using

(in thousands)

Level 1

Level 2

Level 3

Investment securities available for sale

1,630,726

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 $65.1 million at June 30, 2008. The portion of the allowance for loan losses allocated to these loans totaled $13.5 million at the end of the second quarter of 2008, and the recorded investment in such loans was written down by $4.9 million during the second quarter and $7.8 million over the first six months of 2008 with a charge against the allowance for loan losses. The valuation allowance on impaired loans and charge-offs factor into the determination of the provision for credit losses.

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.

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.

In June 2008, the FASB issued FSP EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities. This FASB staff position (FSP) concluded that unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents are participating securities and must be included in the computation of earnings per share using the two-class method described in SFAS No. 128, Earnings per Share. Whitney has awarded share-based payments that are considered participating securities under this FSP. This guidance is effective for financial statements issued for the Company’s 2009 fiscal year and must be applied retrospectively to earnings per share data presented for all prior periods. The Company is currently evaluating the impact of this FSP on its reported earnings per share.

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(Unaudited)
	Second Quarter			First Quarter			Second Quarter			Six Months ended June 30
(dollars in thousands, except per share data)	2008			2008			2007			2008			2007
QUARTER-END BALANCE SHEET DATA
Total assets	$	11,016,323		$	10,781,912		$	10,608,267		$	11,016,323		$	10,608,267
Earning assets		9,955,091			9,882,369			9,697,723			9,955,091			9,697,723
Loans		7,962,543			7,723,508			7,368,404			7,962,543			7,368,404
Investment securities		1,955,692			2,131,446			1,910,271			1,955,692			1,910,271
Noninterest-bearing deposits		2,773,086			2,724,396			2,736,966			2,773,086			2,736,966
Total deposits		8,266,880			8,295,298			8,512,778			8,266,880			8,512,778
Shareholders' equity		1,183,078			1,214,425			1,208,940			1,183,078			1,208,940
AVERAGE BALANCE SHEET DATA
Total assets	$	10,838,912		$	10,796,496		$	10,558,237		$	10,817,704		$	10,347,117
Earning assets		9,929,683			9,944,709			9,665,684			9,937,197			9,468,389
Loans		7,866,942			7,685,478			7,352,171			7,776,211			7,235,734
Investment securities		2,025,397			2,116,433			1,848,965			2,070,915			1,838,847
Noninterest-bearing deposits		2,747,125			2,647,995			2,743,566			2,697,560			2,734,404
Total deposits		8,220,223			8,377,141			8,479,666			8,298,682			8,351,475
Shareholders' equity		1,213,461			1,229,921			1,211,032			1,221,691			1,178,249
INCOME STATEMENT DATA
Interest income	$	139,607		$	151,756		$	167,002		$	291,363		$	325,853
Interest expense		28,482			38,211			50,106			66,693			94,116
Net interest income		111,125			113,545			116,896			224,670			231,737
Net interest income (TE)		112,344			114,815			118,444			227,159			234,841
Provision for credit losses		35,000			14,000			-			49,000			(2,000	)
Noninterest income		26,174			28,476			24,097			54,650			48,146
Net securities gains in noninterest income		-			-			-			-			-
Noninterest expense		85,590			83,929			88,661			169,519			175,105
Net income		12,874			29,855			35,052			42,729			72,044
KEY RATIOS
Return on average assets		.48	%		1.11	%		1.33	%		.79	%		1.40	%
Return on average shareholders' equity		4.27			9.76			11.61			7.03			12.33
Net interest margin (TE)		4.54			4.64			4.91			4.59			4.99
Average loans to average deposits		95.70			91.74			86.70			93.70			86.64
Efficiency ratio		61.79			58.57			62.20			60.15			61.88
Allowance for loan losses to loans		1.38			1.19			1.02			1.38			1.02
Annualized net charge-offs to average loans		.86			.53			.13			.70			.06
Nonperforming assets to loans plus foreclosed
assets and surplus property		2.03			1.96			.81			2.03			.81
Average shareholders' equity to average assets		11.20			11.39			11.47			11.29			11.39
Shareholders' equity to total assets		10.74			11.26			11.40			10.74			11.40
Tangible common equity to tangible assets		7.86			8.32			8.34			7.86			8.34
Leverage ratio		8.27			8.45			8.90			8.27			8.90
COMMON SHARE DATA
Earnings Per Share
Basic	$	.20		$	.46		$	.52		$	.66		$	1.08
Diluted		.20			.45			.51			.65			1.06
Dividends
Cash dividends per share	$	.31		$	.31		$	.29		$	.62		$	.58
Dividend payout ratio		155.49	%		67.23	%		56.23	%		93.83	%		54.65	%
Book Value Per Share	$	18.51		$	18.90		$	17.88		$	18.51		$	17.88
Trading Data
High sales price	$	26.32		$	27.49		$	31.92		$	27.49		$	33.26
Low sales price		17.85			21.12			29.69			17.85			29.07
End-of-period closing price		18.30			24.79			30.10			18.30			30.10
Trading volume		53,522,061			45,483,491			13,035,329			99,005,552			29,291,427
Average Shares Outstanding
Basic		63,957,445			64,960,915			67,238,471			64,459,181			66,667,715
Diluted		64,761,553			65,841,398			68,284,392			65,301,477			67,723,408
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.

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 June 30, 2008 and on their results of operations during the second quarters of 2008 and 2007 and during the six-month periods through June 30 in each year. Nearly all of the Company’s operations are contained in its banking subsidiary, Whitney National Bank (the Bank). This discussion and analysis is intended to highlight and supplement information presented elsewhere in this quarterly report on Form 10-Q, particularly the consolidated financial statements and related notes appearing in Item 1. This discussion and analysis should be read in conjunction with the Company’s annual report on Form 10-K for the year ended December 31, 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 the anticipated dividend capacity of the Bank and (f) comments on expected changes in expense levels for employee benefits.

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;

·	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;

·	management’s inability to develop and execute plans for Whitney to effectively respond to unexpected changes; and

·	those other factors identified and discussed in Whitney’s public filings with the SEC.

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 $12.9 million in the quarter ended June 30, 2008, compared with net income of $35.1 million for the second quarter of 2007. Earnings were $.20 per diluted share in 2008’s second quarter, compared to $.51 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

Loans totaled $8.0 billion at the end of the second quarter of 2008, which was up 5%, or $377 million, from year-end 2007, and 8%, or $594 million, from June 30, 2007. Loan demand and customer development activity in Texas and Whitney’s Louisiana markets were the major contributors to the loan growth year over year, with demand from commercial and industrial customers serviced from the metropolitan New Orleans area leading the growth during the

second quarter of 2008. The Florida-based portfolio was down 1% year over year, with market conditions continuing to restrain loan demand from the state.

Loans, including loans held for sale, comprised 79% of average earning assets in the second quarter of 2008, up from 77% in the first quarter of 2008 and 76% in the year-earlier period.

Deposits and Funding

Total deposits at June 30, 2008 were 4% below the total at December 31, 2007 and 3% below the total at the end of 2007’s second quarter. Average deposits in the second quarter of 2008 were down 2% from the first quarter of 2008 and 3% from the year-earlier period. The decreases in deposits were mainly from higher-cost time deposits, including deposits held in certain treasury-management products used mainly by commercial customers.

Noninterest-bearing deposits comprised 33% of average total deposits in the second quarter of 2008. These demand deposits funded approximately 28% of average earning assets for the period and the percentage of funding from all noninterest-bearing sources totaled 32% in the second quarter of 2008, which was little changed from both 2008’s first quarter and the second quarter of 2007. To replace the higher-cost time deposits and fund loan growth, Whitney increased its short-term borrowings in the second quarter of 2008. Higher-cost interest-bearing funds, which include both time deposits as well as borrowings, funded 36% of average earning assets in 2008’s second quarter, up from 35% in the first quarter of 2008 and 34% in the year-earlier period.

Net Interest Income

Whitney’s net interest income (TE) for the second quarter of 2008 decreased $6.1 million, or 5%, compared to the second quarter of 2007. Average earning assets increased 3% between these periods. The net interest margin (TE) was 4.54% for the second quarter of 2008, down 37 basis points from the year-earlier period. The overall yield on earning assets decreased 129 basis points from the second 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 rates on approximately 30%, or $2.4 billion, of the loan portfolio at June 30, 2008 were tied to changes in Libor benchmarks, with another 24%, or $1.9 billion, tied to prime. The cost of funds decreased 92 basis points between the second quarters of 2007 and 2008 as the impact of a shift toward higher-cost funding sources between these periods was offset by reductions in funding rates as market rates fell.

Net interest income (TE) for the second quarter of 2008 was down $2.5 million, or 2%, compared to the first quarter of 2008. Average earning assets were relatively stable between these periods, while the net interest margin declined by 10 basis points. Earning assets yielded 48 basis points less in the second quarter of 2008, while the cost of funds decreased 38 basis points. The funding mix was little changed between these periods as a reduction in higher-cost deposit funding was replaced with short-term borrowings.

Provision for Credit Losses and Credit Quality

annualized basis, compared to $10.2 million in the first quarter of 2008 and $2.3 million in the second quarter of 2007. The allowance for loan losses increased $18.1 million during the current quarter and represented 1.38% of total loans at June 30, 2008, up from 1.19% at the end of 2008’s first quarter and 1.02% a year earlier.

Deterioration in a few commercial and industrial credits, mainly in Louisiana, added approximately $11 million to the provision for the second quarter of 2008 and accounted for approximately $10 million of charge-offs for the period. Each of these credits is in a different industry to which Whitney has very limited or no additional exposure. Continuing weaknesses in the real estate markets in Florida and coastal Alabama led to a provision of approximately $14 million and approximately $4.5 million of charge-offs for the second quarter of 2008, mainly related to loans for residential development.

The total of loans criticized through the Company’s credit risk-rating process was $465 million at June 30, 2008, which represented 6% of total loans and a net increase of $73 million from March 31, 2008. Loans for residential development, investment and other residential purposes comprised approximately 47% of the criticized loan total at June 30, 2008, mainly concentrated in Florida.

Noninterest Income

Noninterest income increased $2.1 million from the second quarter of 2007. Deposit service charge income in the second quarter of 2008 was up 13%, or $1.0 million, aided mainly by reduced earnings credits allowed on certain commercial deposit accounts. Increases were also registered for bank card fees, trust service fees, income from secondary mortgage market operations and most other recurring revenue sources.

The decline in noninterest income compared to 2008’s first quarter reflected certain nonrecurring or occasional revenue items recognized in the earlier period. In the first quarter of 2008, Whitney recognized a $2.3 million gain from the mandatory redemption of a portion of its Visa shares in connection with Visa’s restructuring and initial public offering (IPO). The first quarter of 2008 also included an additional $1.8 million in gains and other revenue from foreclosed assets, substantially all related to grandfathered property interests carried at a nominal value. Income from recurring revenue sources for the second quarter of 2008 was up approximately $2.3 million compared to the current year’s first quarter.

Noninterest Expense

Noninterest expense in the second quarter of 2008 decreased 3%, or $3.1 million, from 2007’s second quarter. Whitney’s personnel expense decreased 4%, or $2.2 million, between the periods, as expected increases in the cost of certain employee benefits and compensation added for normal salary adjustments were offset by a decrease in compensation associated with management incentive programs and the impact of a 3% reduction in the average full-time equivalent staff level between these periods. The total of all other noninterest expense unrelated to personnel decreased a net $.9 million, or 2%, compared to the second quarter of 2007.

FINANCIAL CONDITION

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

Loan Portfolio Developments

Total loans at June 30, 2008 were up 5%, or $377 million, from year-end 2007, and 8%, or $594 million, from June 30, 2007. Loan demand and customer development activity in Whitney’s Texas and Louisiana markets were the major contributors to the loan growth year over year, with demand from commercial and industrial (C&I) customers serviced from the metropolitan New Orleans area leading the growth during the second quarter of 2008. Compared to June 30, 2007, loans serviced from Whitney’s operations in Houston, Texas grew by 28%, those serviced in Louisiana markets outside New Orleans were up 11%, and loans from the metropolitan New Orleans area grew 5%. The Florida-based portfolio was down 1% year over year, with market conditions continuing to restrain loan demand from the state.

Table 1 shows loan balances by type of loan at June 30, 2008 and at the end of the four prior quarters. Table 2 distributes the loan portfolio as of June 30, 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
( in millions)	June 30		March 31		December 31		September 30		June 30
Commercial, financial and
agricultural	$	3,087	$	2,897	$	2,823	$	2,837	$	2,825
Real estate – commercial,
construction and other		3,537		3,533		3,477		3,345		3,259
Real estate –
residential mortgage		983		950		934		924		936
Individuals		356		344		352		347		348
Total loans	$	7,963	$	7,724	$	7,586	$	7,453	$	7,368

The portfolio of commercial loans, other than those secured by real property, increased 9%, or $264 million, between year-end 2007 and June 30, 2008, and this portfolio sector was up a comparable percentage and amount compared to the end of 2007’s second quarter. This growth was concentrated in Whitney’s Houston, Texas market and, more recently, in the metropolitan New Orleans area, including strong growth from customers in the oil and gas industry. 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 11% of total loans at June 30, 2008, up from approximately 10% 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 June 30, 2008.

Outstanding balances under participations in larger shared-credit loan commitments totaled $435 million at the end of 2008’s second quarter, similar to the total outstanding at year-end 2007. The total at June 30, 2008 included approximately $142 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 2 presents information on the components and geographic distribution of the commercial real estate loan portfolio.

TABLE 2. GEOGRAPHIC DISTRIBUTION OF LOAN PORTFOLIO AT JUNE 30, 2008
													Total			Percent			Total		Percent
										Alabama/			June 30			of			Dec. 31		of
(dollars in millions)	Louisiana			Texas			Florida			Mississippi			2008			total			2007		total
Commercial, financial and
agricultural	$	2,182		$	536		$	102		$	267		$	3,087			39	%	$	2,823		37	%

Residential construction		80			83			66			40			269			3			316		4
Commercial construction,
land & land development		372			337			421			229			1,359			17			1,454		19
Commercial – owner-user		488			83			180			74			825			10			741		10
Commercial – other		518			151			316			99			1,084			14			967		13
Real estate – commercial,
construction and other		1,458			654			983			442			3,537			44			3,477		46

Real estate –
residential mortgage		535			102			223			123			983			12			934		12
Individuals		241			12			64			39			356			5			352		5
Total	$	4,416		$	1,304		$	1,372		$	871		$	7,963			100	%	$	7,586		100	%
Percent of total		56	%		16	%		17	%		11	%		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 $60 million, from December 31, 2007, and has increased 9%, or $278 million, since the end of the second quarter of 2007. The net growth was in the Louisiana and Houston, Texas markets and involved a variety of retail, commercial and industrial facilities, as well as some multi-family and single-family residential development. A lack of growth in the Florida-based real estate portfolio reflected 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 5%, or $49 million, from the end of 2007 to June 30, 2008 and was up a comparable percentage and amount from a year earlier. Growth in this category has mainly come from Whitney’s Louisiana and Texas markets and partly reflects 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.

Credit Quality Statistics and Components of Credit Loss Allowance and Reserve

The total of loans criticized through the Company’s credit risk-rating process was $465 million at June 30, 2008, which represented 6% of total loans and a net increase of $73 million from March 31, 2008. Table 3 shows the composition of criticized loans at June 30, 2008, distributed by the geographic region from which the loans are serviced.

TABLE 3. CRITICIZED LOANS AT JUNE 30, 2008
										Alabama/						Percent
(dollars in millions)	Louisiana			Texas			Florida			Mississippi			Total			of loans
Commercial, financial and
agricultural	$	52		$	16		$	5		$	13		$	86			3	%

Residential construction		6			4			23			2			35			13	%
Commercial construction,
land & land development		6			1			107			22			136			10	%
Commercial – owner-user		34			2			11			13			60			7	%
Commercial – other		25			2			39			10			76			7	%
Real estate – commercial,
construction and other		71			9			180			47			307			9	%

Real estate –
residential mortgage		18			2			35			5			60			6	%
Individuals		6			-			4			2			12			3	%
Total	$	147		$	27		$	224		$	67		$	465			6	%
Percent of loans		3	%		2	%		16	%		8	%		6	%

The increase in criticized loans during the second quarter of 2008 was concentrated in loans for residential development in the Florida and Alabama markets. Loans for residential development, investment or other residential purposes comprised approximately 47% of the criticized loan total at June 30, 2008, mainly concentrated in Florida. Nonresidential real estate loans accounted for approximately 33% of the criticized total at June 30, 2008, with the underlying collateral divided between income-producing properties and properties used by the owners in their business operations. Loans to commercial and industrial relationships comprised approximately 18% of the criticized total, with no significant concentrations related to industries or markets.

Loans identified as warranting special attention totaled $149 million at the end of the second quarter of 2008, which was a quarterly increase of $4 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 up $73 million from March 31, 2008 to a total of $276 million at June 30, 2008. Loans whose full repayment is in doubt totaled $40 million at June 30, 2008, down $4 million for the quarter.

Included in the total of criticized loans at June 30, 2008 is $147 million of nonperforming loans, up a net $8 million from March 31, 2008. Approximately half of the nonperforming loans at June 30, 2008 were from Whitney’s Florida market with another 21% from Alabama and 26% from Louisiana. The Florida and Alabama nonperforming loans were mainly residential-related real estate credits. Table 4 provides information on nonperforming loans and other nonperforming assets at June 30, 2008 and at the end of the previous four quarters. Total foreclosed assets and surplus property increased to $14.5 million at June 30, 2008, up from $4.6 million at December 31, 2007, mainly related to residential development and investment properties.

TABLE 4. NONPERFORMING ASSETS
	2008							2007
	June				March			December			September			June
(dollars in thousands)	30			31				31			30			30
Loans accounted for on a nonaccrual basis	$	147,383			$	139,371		$	120,096		$	88,580		$	56,787
Restructured loans		-				-			-			-			-
Total nonperforming loans		147,383				139,371			120,096			88,580			56,787
Foreclosed assets and surplus property		14,524				11,980			4,624			2,628			2,662
Total nonperforming assets	$	161,907			$	151,351		$	124,720		$	91,208		$	59,449
Loans 90 days past due still accruing	$	7,490			$	3,059		$	8,711		$	2,967		$	6,424
Ratios:
Nonperforming assets to loans
plus foreclosed assets and surplus property		2.03	%			1.96	%		1.64	%		1.22	%		.81	%
Allowance for loan losses to
nonperforming loans		75				66			73			93			132
Loans 90 days past due still accruing to loans		.09				.04			.11			.04			.09

The overall allowance for loan losses increased $18.1 million during the second quarter of 2008. The component of the allowance for criticized loans increased a net $13.2 million after charge-offs of approximately $15.5 million during the period. The deterioration in a few commercial and industrial credits mainly in Louisiana accounted for approximately $10 million out of the total $18.3 million in charge-offs for the second quarter of 2008. Each of these credits is in a different industry to which Whitney has very limited or no additional exposure. The continuing weaknesses in the real estate markets in Florida and coastal Alabama led to approximately $4.5 million of charge-offs for the second quarter of 2008, mainly related to loans for residential development.

The allowance for loans with average or better quality ratings and loans not subject to individual rating increased $1.2 million from March 31, 2008, mainly reflecting loan growth through June 30, 2008. Management also added $3.7 million to the allowance based on its relative assessment of economic and other qualitative risk factors between these dates.

Table 5 compares second quarter and year-to-date activity for 2008 in the allowance for loan losses and in the reserve for losses on unfunded credit commitments with the comparable periods of 2007.

TABLE 5. SUMMARY OF ACTIVITY IN THE ALLOWANCE FOR LOAN LOSSES AND
RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS
	Three Months Ended						Six Months Ended
	June 30						June 30
(dollars in thousands)	2008			2007			2008			2007
ALLOWANCE FOR LOAN LOSSES
Allowance at beginning of period	$	91,708		$	76,912		$	87,909		$	75,927
Allowance of acquired bank		-			-			-			2,791
Provision for credit losses		35,000			500			49,000			(1,500	)
Loans charged off:
Commercial, financial and agricultural		(11,245	)		(2,955	)		(16,038	)		(4,896	)
Real estate – commercial, construction and other		(4,381	)		(1,339	)		(7,669	)		(1,339	)
Real estate – residential mortgage		(1,628	)		(148	)		(3,730	)		(217	)
Individuals		(1,038	)		(449	)		(1,897	)		(1,127	)
Total charge-offs		(18,292	)		(4,891	)		(29,334	)		(7,579	)
Recoveries on loans previously charged off:
Commercial, financial and agricultural		779			2,088			1,297			4,562
Real estate – commercial, construction and other		233			61			244			133
Real estate – residential mortgage		115			128			194			169
Individuals		309			301			542			596
Total recoveries		1,436			2,578			2,277			5,460
Net loans charged off		(16,856	)		(2,313	)		(27,057	)		(2,119	)
Allowance at end of period	$	109,852		$	75,099		$	109,852		$	75,099
Ratios:
Allowance for loan losses to loans at period end		1.38	%		1.02	%		1.38	%		1.02	%
Annualized net charge-offs to average loans		.86			.13			.70			.06
Annualized gross charge-offs to average loans		.93			.27			.75			.21
Recoveries to gross charge-offs		7.85			52.71			7.76			72.04
RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS
Reserve at beginning of period	$	1,300		$	1,900		$	1,300		$	1,900
Provision for credit losses		-			(500	)		-			(500	)
Reserve at end of period	$	1,300		$	1,400		$	1,300		$	1,400

INVESTMENT SECURITIES

The investment securities portfolio balance decreased 1%, or $30 million, from year-end 2007 to June 30, 2008, and average investment securities decreased 4%, or $91 million, from the first quarter of 2008 to 2008’s second 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 further toward mortgage-backed securities issued or guaranteed by U.S. government agencies during the second quarter of 2008. The duration of the overall investment portfolio was 2.6 years at June 30, 2008 and would extend to 3.6 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 June 30, 2008. Available-for-sale securities are carried at fair value, and the balance reported at June 30, 2008 reflected gross unrealized gains of $10.9 million and gross unrealized losses of $16.6 million. The unrealized losses were mainly related to mortgage-backed securities and represented approximately 2% of the total amortized cost of the underlying securities. Substantially all the unrealized losses at June 30, 2008 resulted from increases in market interest rates over the yields available on the underlying securities when they 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 June 30, 2008 were approximately 4% below the total at December 31, 2007 and 3% below the total at the end of 2007’s second quarter. Table 6 shows the composition of deposits at June 30, 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 second and first quarters of 2008 and the second quarter of 2007, as well as for the six-month period in each year.

TABLE 6. DEPOSIT COMPOSITION
	2008								2007
(dollars in millions)	June 30				March 31				December 31				September 30				June 30
Noninterest-bearing
demand deposits	$	2,773	34	%	$	2,724	33	%	$	2,740	32	%	$	2,639	31	%	$	2,737	32	%
Interest-bearing deposits:
NOW account deposits		1,033	12			1,068	13			1,152	13			1,009	12			991	12
Money market deposits		1,204	15			1,242	15			1,230	14			1,236	15			1,182	14
Savings deposits		939	11			925	11			880	10			898	11			929	11
Other time deposits		729	9			773	9			824	10			866	10			853	10
Time deposits
$100,000 and over		1,589	19			1,563	19			1,758	21			1,739	21			1,821	21
Total interest-bearing		5,494	66			5,571	67			5,844	68			5,748	69			5,776	68
Total	$	8,267	100	%	$	8,295	100	%	$	8,584	100	%	$	8,387	100	%	$	8,513	100	%

Lower-cost deposits at June 30, 2008 decreased 1%, or $53 million, from year-end 2007, partly related to seasonal funds flows of certain state and local government customers, but were up 2%, or $110 million, compared to the end of 2007’s second quarter. Noninterest-bearing demand deposits comprised 34% of total deposits at June 30, 2008 compared to 32% at the end of the fourth and second quarters of 2007.

Higher-cost time deposits at June 30, 2008 were down 10%, or $264 million, compared to year-end 2007, and 13%, or $356 million, compared to June 30, 2007. Approximately half of these decreases were from consumer time deposits, which have become less attractive relative to other deposit and investment products in the current low interest rate environment. The remaining decrease in higher-cost deposits was concentrated in competitively bid public funds deposits and in treasury-management deposit products used mainly by commercial customers with excess liquidity pending redeployment for corporate or investment purposes. Whitney has attracted these funds partly as an alternative to other short-term borrowings. Customers held $634 million of funds in treasury-management deposit products at June 30 2008, down $71 million from the total held at December 31, 2007 and $64 million from a year earlier. Public funds time deposits totaled approximately $149 million at the end of the second quarter of 2008, which was down $56 million from year-end 2007 and $93 million from June 30, 2007.

To replace the higher-cost time deposits and fund loan growth, the Company increased its short-term borrowings. The balance of short-term borrowings at June 30, 2008, was up 41%, or $376 million, from year-end 2007, and 116%, or $692 million, compared to June 30, 2007. During 2008, Whitney obtained short-term Federal Home Loan Bank (FHLB) advances totaling $500 million and purchased additional federal funds, which were up $143 million at June 30, 2008 compared to year-end 2007. Total borrowings from customers under securities repurchase agreements decreased 35%, or $267 million, from December 31, 2007, partly reflecting temporary funds from certain large customer business transactions at year end.

SHAREHOLDERS’ EQUITY AND CAPITAL ADEQUACY

Shareholders’ equity totaled $1.18 billion at June 30, 2008, which was a decrease of $46 million from the end of 2007. Whitney repurchased 2.04 million of its common shares during the first half of 2008 at a cost of $50 million. This completed the program announced in November 2007 under which the Company repurchased a total of 3.93 million shares. For the first half of 2008, the Company retained $3 million of earnings, net of declared dividends, and recognized $3 million in additional equity from activity in share-based compensation plans for employees and directors, including option exercises. A net unrealized holding loss on securities available for sale during the first half of 2008 led to a $3 million other comprehensive loss for the period. The Company declared dividends during the first half of 2008 that represented a payout totaling 94% 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 June 30, 2008. Tier 2 and total regulatory capital at both June 30, 2008 and December 31, 2007 include $150 million in subordinated notes payable issued by the Bank. The decline in Whitney’s capital-to-asset ratios since the end of 2007 mainly reflected asset growth, the completion of the share repurchase program as discussed above and the high dividend payout relative to earnings for the period. The increase in risk-weighted assets from the end of 2007 mainly reflected the impact of loan growth, partly offset by the impact of a decrease in lower weighted short-term liquidity management investments during this period.

TABLE 7. RISK-BASED CAPITAL AND CAPITAL RATIOS
	June 30			December 31
(dollars in thousands)	2008			2007
Tier 1 regulatory capital	$	866,224		$	911,141
Tier 2 regulatory capital		260,923			238,967
Total regulatory capital	$	1,127,147		$	1,150,108
Risk-weighted assets	$	9,312,628		$	9,023,862
Ratios
Leverage (Tier 1 capital to average assets)		8.27	%		8.79	%
Tier 1 capital to risk-weighted assets		9.30			10.10
Total capital to risk-weighted assets		12.10			12.75
Shareholders’ equity to total assets		10.74			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.

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. Wholesale funding currently used by the Bank includes FHLB advances and federal funds purchased from upstream correspondents. The unused borrowing capacity from the FHLB at June 30, 2008 totaled approximately $1 billion and unused federal funds lines totaled approximately $.8 billion. In addition, both the Company and the Bank have access to external funding sources in the financial markets, and the Bank has developed the ability to gather deposits at a nationwide level, although it has not used this ability to date. The section above entitled “Deposits and Borrowings” discusses changes in these liability-funding sources in the first half 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 six months of 2008 and 2007.

At June 30, 2008, Whitney Holding Corporation had approximately $79 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. Management anticipates that the dividend capacity of the Bank will be sufficient to provide any additional cash needed to fund the acquisition of Parish National Corporation scheduled for the fourth quarter of 2008.

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 second 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 June 30, 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 June 30, 2008
		Less than	1 - 3	3 - 5	More than
(in thousands)	Total	1 year	years	years	5 years
Loan commitments – revolving	$2,416,087	$1,723,712	$370,971	$283,568	$37,836
Loan commitments – nonrevolving	500,686	259,566	239,137	1,983	-
Credit card and personal credit lines	529,606	529,606	-	-	-
Standby and other letters of credit	468,003	317,885	50,142	99,976	-
Total	$3,914,382	$2,830,769	$660,250	$385,527	$37,836

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 June 30, 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 $22.6 million, or 5.2%, and decrease $19.1 million, or 4.4%, 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.

RESULTS OF OPERATIONS

NET INTEREST INCOME (TE)

Whitney’s net interest income (TE) for the second quarter of 2008 decreased $6.1 million, or 5%, compared to the second quarter of 2007. Average earning assets increased 3%, or $264 million, between these periods, and there was some favorable shift in the mix of assets. The net interest margin (TE) was 4.54% for the second quarter of 2008, down 37 basis points from the year-earlier period. Net interest income (TE) for the second quarter of 2008 was down $2.5 million, or 2%, compared to the first quarter of 2008. Average earning assets were relatively stable between these periods, while the net interest margin (TE) declined by 10 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 129 basis points from the second quarter of 2007 and 48 basis points from 2008’s first 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 30%, or $2.4 billion, of the loan portfolio at June 30, 2008 were tied to changes in Libor benchmarks, with another 24%, or $1.9 billion, tied to prime. Loans, which in Table 9 include loans held for sale, comprised 79% of average earning assets in the second quarter of 2008, up from 76% in the year-earlier period and 77% in the first quarter of 2008.

The cost of funds decreased 92 basis points from the second quarter of 2007 to 1.16% in 2008’s second quarter. The mix of funding shifted toward higher-cost sources between these periods reflecting the increased use of short-term borrowings to support earning asset growth. The impact of this shift on the cost of funds was more than offset by the impact of reductions in funding rates as market rates fell. Average deposits in the second quarter of 2008 decreased 3% compared to the second quarter of 2007. Noninterest-bearing deposits and other lower-cost deposits were stable between these periods, but the more rate-sensitive time deposits decreased 10% in the declining interest rate environment. Noninterest-bearing demand deposits funded approximately 28% of average earning assets for the period and the percentage of funding from all noninterest-bearing sources totaled 32% for the second quarter of 2008, compared to 33% for the second quarter of 2007. Higher-cost interest-bearing funds funded 36% of average earning assets in 2008’s second quarter, up from 34% in the year-earlier period. The cost of funds in 2008’s second quarter was down 38 basis points compared to the first quarter of 2008. The funding mix was little changed between these periods as a reduction in higher-cost deposit funds was replaced with higher-cost short-term borrowings.

TABLE 9. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME(TE)(a), YIELDS AND RATES

	Second Quarter 2008								First Quarter 2008								Second Quarter 2007
	Average					Yield/			Average					Yield/			Average					Yield/
(dollars in thousands)	Balance			Interest		Rate			Balance			Interest		Rate			Balance			Interest		Rate
ASSETS
EARNING ASSETS
Loans (TE)(b) (c)	$	7,884,193		$	116,366		5.93	%	$	7,700,842		$	126,212		6.59	%	$	7,373,580		$	140,496		7.64	%
Mortgage-backed securities		1,525,745			18,031		4.73			1,496,203			17,799		4.76			1,196,679			14,001		4.68
U.S. agency securities		164,576			1,617		3.93			289,779			2,895		4.00			308,160			3,165		4.11
U.S. Treasury securities		-			-		-			-			-		-			24,904			302		4.86
Obligations of states and political
subdivisions (TE)		288,098			4,248		5.90			295,513			4,345		5.88			282,931			4,209		5.95
Other securities		46,978			455		3.88			34,938			504		5.77			36,291			530		5.83
Total investment securities		2,025,397			24,351		4.81			2,116,433			25,543		4.83			1,848,965			22,207		4.80
Federal funds sold and
short-term investments		20,093			109		2.18			127,434			1,271		4.01			443,139			5,847		5.29
Total earning assets		9,929,683		$	140,826		5.70	%		9,944,709		$	153,026		6.18	%		9,665,684		$	168,550		6.99	%
NONEARNING ASSETS
Other assets		1,002,012								941,048								970,948
Allowance for loan losses		(92,783	)							(89,261	)							(78,395	)
Total assets	$	10,838,912							$	10,796,496							$	10,558,237

LIABILITIES AND
SHAREHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
NOW account deposits	$	1,071,995		$	1,576		.59	%	$	1,112,665		$	2,376		.86	%	$	1,053,307		$	3,133		1.19	%
Money market deposits		1,216,436			2,974		.98			1,255,306			4,994		1.60			1,220,806			9,147		3.00
Savings deposits		916,893			885		.39			904,566			1,388		.62			940,009			2,251		.96
Other time deposits		749,091			6,080		3.27			791,565			7,393		3.76			827,822			7,868		3.81
Time deposits $100,000 and over		1,518,683			9,872		2.61			1,665,044			14,258		3.44			1,694,156			19,183		4.54
Total interest-bearing deposits		5,473,098			21,387		1.57			5,729,146			30,409		2.13			5,736,100			41,582		2.91
Short-term borrowings		1,130,748			4,740		1.69			883,001			5,324		2.43			583,449			5,960		4.10
Long-term debt		157,387			2,355		5.99			164,915			2,478		6.01			168,888			2,564		6.07
Total interest-bearing liabilities		6,761,233		$	28,482		1.69	%		6,777,062		$	38,211		2.27	%		6,488,437		$	50,106		3.10	%
NONINTEREST-BEARING
LIABILITIES AND
SHAREHOLDERS' EQUITY
Demand deposits		2,747,125								2,647,995								2,743,566
Other liabilities		117,093								141,518								115,202
Shareholders' equity		1,213,461								1,229,921								1,211,032
Total liabilities and
shareholders' equity	$	10,838,912							$	10,796,496							$	10,558,237

Net interest income and margin (TE)				$	112,344		4.54	%				$	114,815		4.64	%				$	118,444		4.91	%
Net earning assets and spread	$	3,168,450					4.01	%	$	3,167,647					3.91	%	$	3,177,247					3.89	%
Interest cost of funding earning assets							1.16	%							1.54	%							2.08	%

(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 $133,515, $131,241 and $53,274, respectively, in the second and first quarters of 2008 and the second quarter of 2007.

TABLE 9. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME(TE)(a),
YIELDS AND RATES (continued)
	Six Months Ended								Six Months Ended
	June 30, 2008								June 30, 2007
	Average					Yield/			Average					Yield/
(dollars in thousands)	Balance			Interest		Rate			Balance			Interest		Rate
ASSETS
EARNING ASSETS
Loans (TE)(b) (c)	$	7,792,518		$	242,578		6.26	%	$	7,256,180		$	275,069		7.64	%
Mortgage-backed securities		1,510,974			35,830		4.74			1,196,830			27,913		4.66
U.S. agency securities		227,178			4,512		3.97			296,282			6,046		4.08
U.S. Treasury securities		-			-		-			24,877			604		4.90
Obligations of states and political
subdivisions (TE)		291,805			8,593		5.89			284,446			8,472		5.96
Other securities		40,958			959		4.70			36,412			1,060		5.82
Total investment securities		2,070,915			49,894		4.82			1,838,847			44,095		4.80
Federal funds sold and
short-term investments		73,764			1,380		3.76			373,362			9,793		5.29
Total earning assets		9,937,197		$	293,852		5.94	%		9,468,389		$	328,957		7.00	%
NONEARNING ASSETS
Other assets		971,529								957,243
Allowance for loan losses		(91,022	)							(78,515	)
Total assets	$	10,817,704							$	10,347,117

LIABILITIES AND
SHAREHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
NOW account deposits	$	1,092,330		$	3,952		.73	%	$	1,053,853		$	6,109		1.17	%
Money market deposits		1,235,871			7,968		1.30			1,209,411			17,699		2.95
Savings deposits		910,729			2,273		.50			939,592			4,485		.96
Other time deposits		770,328			13,473		3.52			799,683			14,645		3.69
Time deposits $100,000 and over		1,591,864			24,130		3.05			1,614,532			35,905		4.48
Total interest-bearing deposits		5,601,122			51,796		1.86			5,617,071			78,843		2.83
Short-term and other borrowings		1,006,875			10,064		2.01			593,440			12,138		4.12
Long-term debt		161,151			4,833		6.00			103,835			3,135		6.04
Total interest-bearing liabilities		6,769,148		$	66,693		1.98	%		6,314,346		$	94,116		3.00	%
NONINTEREST-BEARING
LIABILITIES AND
SHAREHOLDERS' EQUITY
Demand deposits		2,697,560								2,734,404
Other liabilities		129,305								120,118
Shareholders' equity		1,221,691								1,178,249
Total liabilities and
shareholders' equity	$	10,817,704							$	10,347,117

Net interest income and margin (TE)				$	227,159		4.59	%				$	234,841		4.99	%
Net earning assets and spread	$	3,168,049					3.96	%	$	3,154,043					4.00	%
Interest cost of funding earning assets							1.35	%							2.01	%

(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 $133,378 in 2008 and $53,603 in 2007.

TABLE 10. SUMMARY OF CHANGES IN NET INTEREST INCOME(TE)(a) (b)
	Second Quarter 2008 Compared to:																		Six Months Ended June 30,
	First Quarter 2008									Second Quarter 2007									2008 Compared to 2007
	Due to						Total			Due to						Total			Due to						Total
	Change in						Increase			Change in						Increase			Change in						Increase
(dollars in thousands)	Volume			Yield/Rate			(Decrease)			Volume			Yield/Rate			(Decrease)			Volume			Yield/Rate			(Decrease)
INTEREST INCOME (TE)
Loans (TE)	$	2,960		$	(12,806	)	$	(9,846	)	$	9,143		$	(33,273	)	$	(24,130	)	$	19,268		$	(51,759	)	$	(32,491	)
Mortgage-backed securities		349			(117	)		232			3,887			143			4,030			7,442			475			7,917
U.S. agency securities		(1,232	)		(46	)		(1,278	)		(1,417	)		(131	)		(1,548	)		(1,376	)		(158	)		(1,534	)
U.S. Treasury securities		-			-			-			(151	)		(151	)		(302	)		(302	)		(302	)		(604	)
Obligations of states and political
subdivisions (TE)		(110	)		13			(97	)		76			(37	)		39			217			(96	)		121
Other securities		144			(193	)		(49	)		130			(205	)		(75	)		122			(223	)		(101	)
Total investment securities		(849	)		(343	)		(1,192	)		2,525			(381	)		2,144			6,103			(304	)		5,799
Federal funds sold and
short-term investments		(753	)		(409	)		(1,162	)		(3,550	)		(2,188	)		(5,738	)		(6,198	)		(2,215	)		(8,413	)
Total interest income (TE)		1,358			(13,558	)		(12,200	)		8,118			(35,842	)		(27,724	)		19,173			(54,278	)		(35,105	)

INTEREST EXPENSE
NOW account deposits		(84	)		(716	)		(800	)		54			(1,611	)		(1,557	)		216			(2,373	)		(2,157	)
Money market deposits		(150	)		(1,870	)		(2,020	)		(33	)		(6,140	)		(6,173	)		379			(10,110	)		(9,731	)
Savings deposits		19			(522	)		(503	)		(54	)		(1,312	)		(1,366	)		(134	)		(2,078	)		(2,212	)
Other time deposits		(382	)		(931	)		(1,313	)		(713	)		(1,075	)		(1,788	)		(527	)		(645	)		(1,172	)
Time deposits $100,000 and over		(1,173	)		(3,213	)		(4,386	)		(1,827	)		(7,484	)		(9,311	)		(497	)		(11,278	)		(11,775	)
Total interest-bearing deposits		(1,770	)		(7,252	)		(9,022	)		(2,573	)		(17,622	)		(20,195	)		(563	)		(26,484	)		(27,047	)
Short-term borrowings		1,280			(1,864	)		(584	)		3,561			(4,781	)		(1,220	)		5,963			(8,037	)		(2,074	)
Long-term debt		(113	)		(10	)		(123	)		(173	)		(36	)		(209	)		1,719			(21	)		1,698
Total interest expense		(603	)		(9,126	)		(9,729	)		815			(22,439	)		(21,624	)		7,119			(34,542	)		(27,423	)
Change in net interest income (TE)	$	1,961		$	(4,432	)	$	(2,471	)	$	7,303		$	(13,403	)	$	(6,100	)	$	12,054		$	(19,736	)	$	(7,682	)

(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.

For the first six months of 2008, net interest income (TE) decreased 3%, or $7.7 million, compared to the first half of 2007. Average earning assets increased 5% between these periods, while the net interest margin compressed by 40 basis points to 4.59% in 2008. Average loans represented 78% of average earning assets for the period, up from 77% for the year-to-date period in 2007, while short-term investments decreased to 1% in 2008 from 4% in 2007. The overall yield on earning assets for the first six months of 2008 was down 106 basis points from the year-earlier period, and the overall cost of funds decreased 66 basis points between these periods. Noninterest-bearing sources funded 32% of earning assets on average in the first half of 2008, compared to 33% in 2007, while the percentage of earning assets funded by total higher-cost sources increased to 36% in 2008 from 33% in 2007. Substantially the same factors that affected the mix and rates for earning assets and funding sources in the second quarter of 2008 were evident for the year-to-date period.

PROVISION FOR CREDIT LOSSES

Whitney made a $35.0 million provision for credit losses in the second quarter of 2008, compared to $14.0 million in 2008’s first quarter and no provision in the second quarter of 2007. Net loan charge-offs in 2008’s second quarter were $16.9 million or .86% of average loans on an annualized basis, compared to $10.2 million in the first quarter of 2008 and $2.3 million in the second quarter of 2007. The allowance for loan losses increased $18.1 million during the current quarter and represented 1.38% of total loans at June 30, 2008, up from 1.19% at the end of 2008’s first quarter and 1.02% a year earlier.

As noted earlier, there was deterioration in a few commercial and industrial credits that added approximately $11 million to the provision for the second quarter of 2008 and accounted for approximately $10 million of charge-offs for the period. Continuing weaknesses in the real estate markets in Florida and coastal Alabama led to a provision of approximately $14 million and approximately $4.5 million of charge-offs for the second quarter of 2008, mainly related to loans for residential development. Management also added approximately $4 million to the allowance and provision based on its regular assessment of current economic conditions and other qualitative factors. The quarterly provision also included approximately $5 million related to charge-offs on consumer and other smaller credits and $1 million associated with loan growth.

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 9%, or $2.1 million, from the second quarter of 2007 to a total of $26.2 million in 2008’s second quarter.

Deposit service charge income in the second quarter of 2008 was up 13%, or $1.0 million in total, aided mainly by 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 9%, or $.4 million, compared to the second quarter of 2007 on higher transaction volumes. Trust service fees increased moderately and fee income from Whitney’s secondary mortgage market operations grew 13% under difficult financial and housing market conditions. The categories comprising other noninterest income increased a combined $.5 million compared to the second quarter of 2007, with positive contributions from most all recurring revenue sources.

The decline in noninterest income compared to 2008’s first quarter reflected certain nonrecurring or occasional revenue items recognized in the earlier period. In the first quarter of 2008, Whitney recognized a $2.3 million gain from the mandatory redemption of a portion of its Visa shares in connection with Visa’s restructuring and initial public offering (IPO). Net gains on sales and other revenue from foreclosed assets totaled $.8 million in the second quarter of 2008, but this was down $1.8 million from the total recognized in the first quarter of 2008, substantially all related to grandfathered property interests carried at a nominal value. Noninterest income from recurring revenue sources for the second quarter of 2008 was up approximately $2.3 million compared to the current year’s first quarter, including $.7 million of earnings on the $150 million used to purchase life insurance policies under a program implemented in late May 2008.

Noninterest income for the first six months of 2008 was $6.5 million higher than in the year-earlier period, including the impact of the Visa share redemption gain. Excluding this gain, year-to-date income in 2008 was up 9%, or $4.2 million. Year-to-date changes in individual income categories from the prior year were for the most part consistent with the quarterly changes discussed above and were driven by substantially the same factors. Net gains and other revenue from foreclosed assets totaled $3.5 million in the first half of 2008, including $3.2 million from grandfathered property interests. This total was down $.7 million from the $4.2 million recognized in the first half of 2007, which included $3.5 million from grandfathered property interests.

NONINTEREST EXPENSE

Noninterest expense decreased 3%, or $3.1 million, to a total of $85.6 million in the second quarter of 2008 compared to 2007’s second quarter.

Whitney’s personnel expense decreased 4%, or $2.2 million, between these periods, with employee compensation down 6%, or $2.5 million, and the cost of employee benefits up 4%, or $.3 million. The compensation added for normal salary adjustments was more than offset by a decrease in the compensation associated with management incentive programs, partly as a result of tightened performance criteria coupled with the current difficult operating environment, and by the favorable impact of a 3% reduction in the average full-time equivalent staff level between these periods. The increase in the cost of employee benefits resulted mainly from expected increases for health and retirement benefits.

Net occupancy expense decreased 3%, or $.2 million, compared to the second quarter of 2007. Reductions in the cost of insurance and in nonrecurring or periodic facility repairs offset increased expenses related to de novo branch expansion and higher energy costs. Equipment and data processing expense increased 11%, or $.6 million, driven in part by the cost of new customer-oriented applications associated with strategic initiatives and by branch expansion. The $.7 million reduction in telecommunications and postage expense mainly reflected the elimination of some redundant communication services used during an upgrade project in 2007. Legal and other professional fees increased $.5 million from the second quarter of 2007,

primarily associated with the implementation of strategic initiatives. Legal fees related to problem loan resolutions were also higher in the second quarter of 2008, but the impact was muted by a recovery of accumulated fees on a longstanding non-loan matter.

Upon Visa’s IPO in the first quarter of 2008, the Company reversed a $1.0 million liability it had previously recorded 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 second quarter was up less than 1%, or $.7 million, compared to the first quarter of 2008. Deposit insurance expense increased $.4 million from the first quarter of 2008 as the one-time credit granted on the change to the new assessment system was fully utilized, and a further increase of approximately $.6 million is expected in 2008’s third quarter. Recent bank failures are expected to put pressure on deposit insurance reserve ratios and could lead to increased assessments, although the amount or timing of any increase is uncertain. Higher costs were also incurred in the second quarter of 2008 on loan collection efforts and for professional services related to strategic initiatives.

For the six-month period ended June 30, 2008, noninterest expense was down 3%, or $5.6 million, compared to the first half of 2007. The changes in major noninterest expense categories between these periods were influenced mainly by the same factors cited in the discussion of quarterly results above. During the first six months of 2007, Whitney expensed disaster-response costs, insurance claim management fees and casualty and operating losses totaling $1.0 million related to the hurricanes of 2005.

INCOME TAXES

The Company provided for income tax expense at an effective rate of 23.0% in the second quarter of 2008 compared to 33.0% in the second quarter of 2007. Year-to-date, the rate was 29.7% in 2008 and 32.5% in 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 projects that primarily benefit low-income communities or help the recovery and redevelopment of communities in the Gulf Opportunity Zone. Because of the reduced level of pre-tax income in 2008, tax-exempt interest and tax credits had a more pronounced impact on the effective rate for the quarterly and year-to-date periods.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

Item 4. CONTROLS AND PROCEDURES

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

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

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, except as set forth below. In addition to the other information contained in or incorporated by reference into this quarter report on Form 10-Q, these risk factors should be considered carefully in evaluating the Company’s overall risk profile. The risks described herein and in the Company’s annual report on Form 10-K 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.

Unusually severe disruptions in the residential real estate market in parts of Whitney’s market area may cause continued higher provisions for credit losses and increase the uncertainty inherent in management’s estimate of credit losses as reflected in its financial condition and results of operations.

The residential real estate market has been under severe stress in the Florida and coastal Alabama markets served by Whitney. The underlying imbalance of supply and demand will likely take some time to resolve and has caused declines in the value of many residential-related properties, including occupied residences, investment properties, homebuilders’ inventories, developed lots and land for future development. These conditions can increase the possibility of default on loans made by Whitney that are secured by residential-related properties as well as the probability that the realizable collateral value will not be sufficient to satisfy the debt, resulting in a loss. Whitney’s loans secured by residential-related real estate in Florida and coastal Alabama at June 30, 2008 comprised approximately 10% of the loan portfolio. In addition, the problems in the residential real estate market have direct and indirect negative impacts on the broader economy that may increase the credit risk inherent in Whitney’s loans to customers in these and other parts of Whitney’s market area unrelated to residential real estate.

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 June 30, 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)
April 2008		180,000		$	23.78		180,000		-
May 2008		229,023		$	22.96		229,023		-
June 2008		109,676	(2)	$	19.07		-		-
Total		518,699		$	22.42		409,023		-

(1)	In November 2007, the Board of Directors authorized the Company to repurchase up to four million shares of its common stock. The program has been completed.

(2)	Represents shares tendered as consideration for employee tax obligations arising from the vesting of restricted stock awards.

Item 3. DEFAULTS UPON SENIOR SECURITIES

None

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

The annual meeting of the shareholders of Whitney Holding Corporation was held on April 23, 2008. Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities and Exchange Act of 1934, as amended. There was no solicitation in opposition to the nominees for election to the Company’s Board for Directors as listed in the proxy statement, and all nominees were elected.

The voting results for each nominee for director were as follows:

Nominee	For	Withhold
John C. Hope, III	56,263,058	485,805
R. King Milling	56,187,208	561,655
Thomas D. Westfeldt	56,304,175	444,688

The selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to audit the books of the Company and its subsidiaries for 2008 was ratified as follows:

For	Against	Abstain
56,370,549	291,833	86,481

Item 5. OTHER INFORMATION

None

Item 6. EXHIBITS

The exhibits listed on the accompanying Exhibit Index, located on page 44, 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)

August 11, 2008

Date

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

Form of performance-based restricted stock unit agreement for executive officers under the Company’s 2007 Long-Term Compensation Plan.

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.