proxy2008.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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o		Soliciting Material Pursuant to §240.14a-12

Whitney Holding Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To our Shareholders:

Whitney Holding Corporation (the Company) will hold its Annual Meeting of Shareholders of common stock on Wednesday, May 20, 2009, at 10:30 a.m. CDT at the Pan-American Life Center Auditorium, 601 Poydras Street, 11th floor, New Orleans, Louisiana, for the following purposes:

1.	Election of two directors to serve until the 2011 annual meeting and two directors to serve until the 2014 annual meeting;

2.	To consider and approve the following advisory (non-binding) proposal:

“Resolved, that the holders of Whitney Holding Corporation common stock approve the compensation of the named executive officers as described in the Compensation Discussion and Analysis and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure and footnotes) in the proxy statement.”

Ratification of 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 2009; and

To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.

Only shareholders of common stock of record at the close of business on April 3, 2009 are entitled to notice of, and to vote at, this meeting.

By order of the Board of Directors,

JOSEPH S. SCHWERTZ, JR.

__________________________________________________________________________________

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, YOUR VOTE IS IMPORTANT. IF VOTING BY MAIL, PLEASE MARK, DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES. YOU MAY ALSO VOTE TOLL FREE OVER THE TELEPHONE OR THROUGH THE INTERNET. YOU MAY LATER REVOKE YOUR PROXY AND VOTE IN PERSON.

228 St. Charles Avenue, New Orleans, Louisiana 70130

TABLE OF CONTENTS
INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	1
Where and when is the annual meeting?	1
Who may vote at the annual meeting?	1
How many shares must be present to hold the annual meeting?	1
What proposals will be voted on at the annual meeting?	2
How many votes are required to approve these proposals?	2
How are voted counted?	2
How does the Board recommend that I vote?	3
How do I vote my shares without attending the annual meeting?	3
How do I vote my shares in person at the annual meeting?	3
What does it mean if I receive more than one proxy card?	3
May I change my vote?	4
Is the annual meeting location accessible to people with disabilities?	4
How do I get additional copies of SEC filings?	4
PROPOSAL NO. 1–ELECTION OF DIRECTORS	4
BOARD OF DIRECTORS	5
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	6
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	8
BOARD OF DIRECTORS AND ITS COMMITTEES	8
Board of Directors	8
Compensation of Directors	9
Board Committees	9
Executive Committee	9
Audit Committee	9
Compensation and Human Resources Committee	10
Nominating and Corporate Governance Committee	10
COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT	12
COMPENSATION DISCUSSION AND ANALYSIS	13
Overview	13
Objective of the Company’s Compensation Program	16
Role of the Compensation and Human Resources Committee	17
Market Data	17
How We Determine and Assess Executive Compensation	18
Elements of Our Compensation Program	18
Tax and Accounting Considerations	23
Stock Ownership Guidelines	24
EXECUTIVE COMPENSATION	24
Potential Payments Upon Termination Or Change In Control	30
Compensation of Directors	32
EQUITY COMPENSATION PLAN INFORMATION	34
COMPENSATION AND HUMAN RESOURCES COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION	35
TRANSACTIONS WITH RELATED PERSONS	35
AUDITORS	38
AUDIT COMMITTEE REPORT	39
PROPOSAL NO. 2 – ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS	41
PROPOSAL NO. 3 – RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	42
SHAREHOLDER COMMUNICATIONS	42
SHAREHOLDER PROPOSALS FOR THE 2010 ANNUAL MEETING	42
OTHER MATTERS	42

ANNUAL MEETING TO BE HELD ON MAY 20, 2009

We are providing these proxy materials in connection with the solicitation by the Board of Directors (the Board) of Whitney Holding Corporation (the Company) of proxies to be voted at the Company’s Annual Meeting of Shareholders of common stock (the annual meeting) to be held on May 20, 2009, and at any adjournments or postponements of the annual meeting. We will begin mailing the notice of annual meeting, this proxy statement, the 2008 annual report and the proxy card to our common stock shareholders on or about April 17, 2009 and will bear the cost of soliciting proxies. Directors, officers and regular employees of the Company and its banking subsidiary, Whitney National Bank (the Bank), may solicit proxies by mail, telephone, facsimile machine or personal interview and will not receive additional compensation for such solicitations. We retained Morrow & Co., LLC, 470 West Avenue, Stamford, CT 06902 at an approximate fee of $6,000, plus associated costs and expenses, to assist in the soliciting of proxies.

Important Notice Regarding Availability of Proxy Materials for the Shareholder Meeting to be held on May 20, 2009. The notice of annual meeting, the proxy statement, the form of proxy card and the 2008 annual report for the period ending December 31, 2008, are available at http://investor.whitneybank.com/annuals.cfm.

INFORMATION ABOUT THE ANNUAL MEETING AND VOTING

Where and when is the annual meeting?

We will hold the annual meeting on May 20, 2009, at 10:30 a.m. CDT at the Pan-American Life Center Auditorium, 601 Poydras Street, 11th floor, New Orleans, Louisiana. To obtain directions to attend the annual meeting and vote in person, please contact Shareholder Services by telephone at (504) 586-3627 or toll free at (800) 347-7272, ext. 3627, or by email at investor.relations@whitneybank.com.

Who may vote at the annual meeting?

The Board set April 3, 2009 as the record date for the annual meeting. If you owned Company common stock at the close of business on April 3, 2009, you may vote at the annual meeting. You are entitled to one vote for each share of common stock you held on the record date, including shares:

·	held directly in your name with our transfer agent, American Stock Transfer & Trust Company, as a “shareholder of record;”

·	held for you in an account with a broker, bank or other nominee (shares held in “street name”); and

·	credited to your Whitney National Bank employee account in the Bank’s Savings Plus 401(k) Plan (the 401(k) plan).

How many shares must be present to hold the annual meeting?

A majority of the Company’s outstanding shares of common stock as of the record date must be present at the annual meeting to hold the meeting and conduct business. This is called a quorum. On the record date, there were ________ shares of Company common stock outstanding. Your shares are counted as present at the annual meeting if you:

·	properly vote by Internet or telephone or submit a proxy card prior to the annual meeting; or

·	are present and vote in person at the annual meeting.

What proposals will be voted on at the annual meeting?

There are three proposals scheduled to be voted on at the annual meeting:

Election of two directors to serve until the 2011 annual meeting and two directors to serve until the 2014 annual meeting;

To consider and approve the following advisory (non-binding) proposal:

Ratification of 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 2009.

How many votes are required to approve these proposals?

Directors will be elected (Proposal No. 1) by a plurality of the votes cast at the annual meeting. This means that the four nominees who receive the largest number of “FOR” votes will be elected as directors. The approval of the advisory proposal on compensation of our named executive officers (Proposal No. 2) will be approved by a majority of the votes actually cast on that proposal. Under the American Recovery and Reinvestment Act of 2008 (the ARRA), your vote is advisory and will not be binding on our Board. However, the Compensation and Human Resources Committee will take into account the outcome of the vote on Proposal No. 2 when considering future executive compensation arrangements. The ratification of the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the books of the Company and its subsidiaries for 2009 (Proposal No. 3) will be approved by a majority of the votes actually cast on that proposal.

How are votes counted?

You may either vote “FOR” or “WITHHOLD” authority to vote for each nominee for the Board (Proposal No. 1). If you withhold authority to vote with respect to any nominee, your shares will count for the purpose of establishing a quorum, but will have no effect on the election of that nominee.

You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting on the non-binding advisory proposal requesting approval of the compensation of the named executive officers as described in the Compensation Discussion and Analysis and the tabular disclosure regarding named executive officer compensation (together with the accompanying narrative disclosure and footnotes) in this proxy statement (Proposal No. 2). If with respect to Proposal No. 2, you mark “abstain” on your proxy or attend the annual meeting and abstain from voting, your shares will count for the purpose of establishing a quorum but will not count as a vote cast and will not affect the outcome of Proposal No. 2. Similarly, broker nonvotes will count for the purpose of establishing a quorum, but will not count as a vote cast and will not affect the outcome of Proposal No. 2.

You may vote “FOR” or “AGAINST” or “ABSTAIN” from voting on the ratification of the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2009 (Proposal No. 3). If you mark “abstain” on your proxy or attend the annual meeting and abstain from voting with respect to Proposal No. 3, your shares will count for the purpose of establishing a quorum but will not count as a vote cast and will not affect the outcome of Proposal No. 3. Similarly, broker nonvotes will count for the purpose of establishing a quorum but will not count as a vote cast and will not affect the outcome of Proposal No. 3.

If you sign and submit your proxy card without voting instructions, the proxies will vote your shares “FOR” each director nominee (Proposal No. 1), “FOR” the non-binding resolution approving compensation of our named executive officers (Proposal No. 2) and “FOR” the ratification of the selection

of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2009 (Proposal No. 3).

How does the Board recommend that I vote?

The Board recommends that you vote “FOR” each of the nominees, “FOR” the resolution approving compensation of our named executive officers and “FOR” the ratification of the selection of PricewaterhouseCoopers LLP.

How do I vote my shares without attending the annual meeting?

Whether you hold shares in your own name, in street name or through the 401(k) plan, you may direct your vote without attending the annual meeting. If you are a shareholder of record or hold shares through the 401(k) plan, you may vote by granting a proxy as follows:

By Internet or Telephone – You may submit your proxy by following the instructions on the proxy card. Shareholders of record who are also participants in the 401(k) plan will receive two proxy cards. If you vote using the Internet or telephone, you do not need to return your proxy card (or cards if you are both a record shareholder and a participant in the 401(k) plan). We have designed telephone and Internet voting procedures that authenticate your identity as a shareholder, allow you to give your voting instructions and confirm that your instructions have been properly recorded. The deadline for telephone and Internet voting is 11:59 p.m. Eastern Time on May 19, 2009.

By Mail – You may vote by mail by signing and dating your proxy card (or cards if you are both a record shareholder and a participant in the 401(k) plan) and mailing it in the envelope provided. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example as guardian, executor, trustee, custodian, attorney or officer of a corporation), you should indicate your name and title or capacity. The Corporate Secretary must receive your proxy card by 10:30 a.m. CDT on May 20, 2009 in order for your shares to be voted.

For shares held in street name, you should follow the voting directions your broker or nominee provides. You may complete and mail a voting instruction card to your broker or nominee or, in most cases, submit voting instructions by telephone or the Internet. If you provide specific voting instructions, your broker or nominee will vote your shares as you direct.

How do I vote my shares in person at the annual meeting?

If you choose to vote in person at the annual meeting:

·	if you are a registered shareholder of record or hold shares in the 401(k) plan, you should bring the enclosed proxy card and proof of identity; or

·	if you hold your shares in street name, you must obtain and bring a broker representation letter in your name from your bank, broker or other holder of record and proof of identity.

At the appropriate time during the annual meeting, we will ask the shareholders present whether anyone wishes to vote in person. You should raise your hand at this time to receive a ballot to record your vote.

Even if you plan to attend the annual meeting, we encourage you to vote by telephone, Internet or mail so your vote will be counted if you later decide not to attend the annual meeting.

What does it mean if I receive more than one proxy card?

If you receive more than one proxy card, it means you hold shares registered in more than one name, through multiple street name accounts or hold shares through the 401(k) plan in addition to other shares. To ensure that all of your shares are voted, sign and return each proxy card, or if you vote by telephone or Internet, vote once for each proxy card you receive.

May I change my vote?

Yes. If you are a shareholder of record of common stock or hold shares through the 401(k) plan, you may change your vote and revoke your proxy by:

· voting by telephone or the Internet at a later time;

· submitting a properly signed proxy card with a later date;

· voting in person at the annual meeting subject to proof of identity; or

·	delivering written notice that you wish to revoke your proxy to Joseph S. Schwertz, Jr., Corporate Secretary, at or before the annual meeting. Mr. Schwertz’s office is located in Suite 626, 228 St. Charles Avenue, New Orleans, LA 70130.

If you hold shares in street name, you must follow your broker’s instructions to change your vote.

Is the annual meeting location accessible to people with disabilities?

Yes. The Pan-American Life Center Auditorium, where the meeting will be held, offers access for people using wheelchairs.

How do I get additional copies of SEC filings?

Copies of the Company’s financial reports, including its reports to the Securities and Exchange Commission (the SEC) filed on Forms 10-K and 10-Q, with financial statements and financial statement schedules but without exhibits, are available without cost by sending your written request to: Mrs. Shirley N. Fremin, Manager, Shareholder Services, Whitney Holding Corporation, P. O. Box 61260, New Orleans, LA 70161, or by calling (504) 586-3627 or toll free (800) 347-7272, ext. 3627, or by sending an e-mail to the following address: investor.relations@whitneybank.com. Copies of SEC filings, including exhibits, can also be obtained free of charge by clicking on “SEC Filings” under “Investor Relations” on our website at www.whitneybank.com. This website address is provided for your information and convenience. Our website is not incorporated into this proxy statement and should not be considered part of this proxy statement. You can obtain a copy of any listed exhibit to a Form 10-K or Form 10-Q by sending your written request to the address furnished above. We will furnish the copy upon payment of a fee.

ELECTION OF DIRECTORS

The Company’s articles of incorporation provide for a Board of Directors of five to 25 persons, divided into five classes serving staggered five-year terms. By Board resolution, the number of directors has been set at 14, effective as of the date of the annual meeting. Four directors will be elected at this year’s annual meeting. Mr. Turner, who is the Company’s President, was appointed to the Board in May 2008 to fill a vacancy on the expanded Board and pursuant to the Company’s articles of incorporation, must stand for election by the shareholders at this annual meeting. Mr. Turner will serve a two-year term expiring at the Company’s 2011 annual meeting. Upon the Chairman of the Board and Chief Executive Officer’s recommendation, Messrs. Blossman and Hall were appointed in December 2008 and took office in January 2009 to fill vacancies on the expanded Board and pursuant to the Company’s articles of incorporation, must stand for election by the shareholders at this annual meeting. Mr. Blossman will serve a two-year term expiring at the Company’s 2011 annual meeting and Mr. Hall will serve a five-year term expiring at the Company’s 2014 annual meeting. Mr. Cooper, who was elected at prior shareholders’ meetings, is nominated to serve a five-year term expiring at the Company’s 2014 annual meeting. Mr. Bullard is a director with a term expiring in 2009. He will not stand for re-election to the Board and the Nominating and Corporate Governance Committee when his term expires in May 2009. The Nominating and Corporate Governance Committee (the Nominating Committee) met in December 2008 and February 2009 to evaluate the nominees standing for election. Based on the Nominating Committee’s evaluation and with their recommendation, the Board approved the inclusion of the nominees on the Company’s proxy card and recommends that shareholders vote “FOR” all four nominees.

Directors are elected by a plurality of the votes cast in accordance with the Louisiana Business Corporation Law. We disregard abstentions and broker nonvotes in the election of directors. We expect that each nominee will be available for election. If a nominee is unavailable, the proxies will cast your vote for any substitute nominee the Nominating Committee and the Board may recommend.

The following table sets forth information we obtained from the nominees and other directors about: (a) their principal occupations for the last five years; and (b) directorships they hold with other public companies.

Nominees with Terms Expiring in 2009 and Nominated for Terms Expiring in 2011

A. R. Blossman, Jr., 77

Former Chairman of the Board, Parish National Bank (1968 to 2008); former Director, Parish National Corporation (2004 to 2008); Whitney director since 2009.

John M. Turner, Jr., 47

President of the Company and the Bank (since March 2008); Executive Vice President of the Company and the Bank (February 2005 to March 2008); Senior Vice President of the Bank (1995 to February 2005); Whitney director since 2008.

Nominees with Terms Expiring in 2009 and Nominated for Terms Expiring in 2014

Angus R. Cooper II, 67

Chairman and Chief Executive Officer, Cooper/T. Smith Corp. (shipping service company) (since 1979); Whitney director since 1994.

Terence E. Hall, 63

Chairman of the Board and Chief Executive Officer, Superior Energy Services, Inc. (provider of specialized oilfield services and equipment) (since 1995); Whitney director since 2009.

THE BOARD OF DIRECTORS RECOMMENDS A “FOR” VOTE FOR ALL NOMINEES

Incumbent Directors with Terms Expiring in 2010

Eric J. Nickelsen, 64

Real estate developer and part owner, John S. Carr & Company, Inc. (since 1998); Whitney director since 2000.

Kathryn M. Sullivan, 53

Chief Executive Officer, UnitedHealthcare, Central Region (since 2008); Former Chief Financial Officer and Senior Vice President, Blue Cross and Blue Shield Association (2004 to 2008); Former President and Chief Executive Officer (1999 to 2004), Blue Cross and Blue Shield of Louisiana; Whitney director since 2003.

Incumbent Directors with Terms Expiring in 2011

William A. Hines, 72

Chairman of the Board, Nassau Holding, LLC (holding company of entities in the oil field service industry) (since 1978); Whitney director since 1986.

Alfred S. Lippman, 70

Co-Manager, Lippman, Mahfouz, Tranchina & Thorguson, LLC, Attorneys at Law (since 2001); Whitney director since 1996.

Incumbent Directors with Terms Expiring in 2012

Richard B. Crowell, 70

Attorney, Crowell & Owens (since 1970); Director, CLECO Corporation; Whitney director since 1983.

Michael L. Lomax, 61

President and Chief Executive Officer, United Negro College Fund (since 2004); Former President, Dillard University (1997 to 2004); Whitney director since 2002.

Dean E. Taylor, 60

Chairman (since 2003), Chief Executive Officer (since 2002), President (since 2001) of Tidewater, Inc. (marine offshore supply); Whitney director since 2002.

Incumbent Directors with Terms Expiring in 2013

John C. Hope, III, 60

Chairman of the Board and Chief Executive Officer (since March 2008), President and Chief Operating Officer (March 2007 to March 2008) of the Company and the Bank; Executive Vice President of the Company (1994 to March 2008) and the Bank (1998 to March 2008); Director, Energy South, Inc.; Whitney director since 2007.

R. King Milling, 68

Former Vice Chairman of the Company and the Bank (March 2007 to December 2008); President of the Company and the Bank (1984 to March 2007); Whitney director since 1978.

Thomas D. Westfeldt, 57

President, Westfeldt Brothers, Inc. (green coffee importing firm) (since 1994); Whitney director since 2002.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Only holders of record of our common stock as of the close of business on April 3, 2009 are entitled to notice of, and to vote at, the annual meeting. On that date, __________ shares of common stock were outstanding. Each share is entitled to one vote. As of February 6, 2009, the entity named below was, to our knowledge, the only beneficial owner of more than 5% of our outstanding common stock, as determined under Rule 13d-1 of the Securities Exchange Act of 1934, as amended.

On December 19, 2008, the Company issued to Treasury a warrant to purchase 2,631,579 shares of the Company’s common stock. Pursuant to the terms of the warrant, approximately 1,315,789 shares of common stock are exercisable within 60 days. The exercise price for the warrant is $17.10 per share. The warrants exercisable within 60 days represent ____% of the Company’s voting stock. However, the warrant has not been exercised and the exercise price is above the Company’s closing price for shares of its common stock on March 25, 2009 of $12.08.

Name and Address Amount and Nature Percent of

of Beneficial Owner of Beneficial Ownership Class

Barclays Global Investors, N.A. (1) 3,427,492 5.09%

San Francisco, CA 94105

(1)

Information is based on the Schedule 13G filed February 5, 2009 with the SEC by Barclays Global Investors, N.A., Barclays Global Fund Advisors and certain related entities. They reported voting and dispositive power as of December 31, 2008 as follows: (a) Barclays Global Investors, N.A. reported sole voting power as to 1,300,939 shares, sole dispositive power as to 1,598,657 shares and beneficial ownership of 1,598,657 shares; (b) Barclays Global Fund Advisors reported sole voting power as to 1,052,167 shares, sole dispositive power as to 1,780,868 shares and beneficial ownership of 1,780,868 shares; (c) Barclays Global Investors, Ltd. reported sole voting power as to 4,219 shares, sole dispositive power as to 45,314 shares and beneficial ownership of 45,314 shares; (d) Barclay’s Global Investors Canada Limited reported sole voting power as to 2,031 shares, sole dispositive power as to 2,031 shares and beneficial ownership of 2,031 shares; and (e) Barclays Global Investors Australia Limited reported sole voting power as to 622 shares, sole dispositive power as to 622 share and beneficial ownership of 622 shares. The shares reported are held by the Barclays entities in trust accounts for the economic benefit of the beneficiaries of those accounts. They disclaim the existence of a group.

The following table sets forth beneficial ownership of the Company’s outstanding stock as of March 25, 2009, including shares held in the 401(k) plan by the named executive officers.

Directors	Current Beneficial Holdings	Shares Subject to Options	Total (1)	Percent of Class
A. R. Blossman, Jr. (2)	422,978	0	422,978	*
Joel B. Bullard, Jr. (3)	56,943	38,250	95,193	*
Angus R. Cooper II	604,952	36,000	640,952	*
Richard B. Crowell (4)	435,971	13,500	449,471	*
Terence E. Hall	1,500	0	1,500	*
William A. Hines(5)	294,848	22,500	317,348	*
John C. Hope, III (6)	174,596	123,621	298,217	*
Alfred S. Lippman (7)	109,302	38,250	147,752	*
Michael L. Lomax	3,375	31,500	34,857	*
William L. Marks (8)	595,053	0	595,053	*
R. King Milling (9)	297,577	44,119	341,696	*
Eric J. Nickelsen (10)	95,758	33,750	129,500	*
Kathryn M. Sullivan(11)	4,583	22,500	27,083	*
Dean E. Taylor (12)	20,107	22,500	42,607	*
John M. Turner, Jr.(13)	36,468	42,625	79,093	*
Thomas D. Westfeldt	23,687	31,500	55,187	*

Executive Officers
Robert C. Baird, Jr. (14)	111,155	123,621	234,776	*
Thomas L. Callicutt, Jr. (15)	41,903	90,998	132,901	*

Directors and executive officers as a group (24 persons)			4,334,997	____%

* Less than 1% of the outstanding common stock.

(1)

Ownership shown includes direct and indirect ownership and, unless otherwise noted and subject to community property laws where applicable, each shareholder has sole investment and voting power with respect to reported holdings. The Bank serves as trustee of the Whitney National Bank Retirement Trust, which held 39,175 shares as of March 25, 2009. An executive officer of the Company serves with other Bank employees on a committee that makes voting and investment decisions with respect to these shares. Shares held by the trust are included only in the calculation of the beneficial ownership of all executive officers and directors as a group.

(2)	Mr. Blossman’s share total includes 50,391 shares of stock owned by Mr. Blossman’s wife, for which he disclaims beneficial ownership.

(3)	Mr. Bullard’s share total includes 5,062 shares in a profit sharing trust and 9,183 shares in family trusts, for which he disclaims beneficial ownership. His share total includes 19,463 shares of common stock equivalent units held in deferred compensation accounts.

(4)

Mr. Crowell’s share total includes 395,221 shares of stock in an LLC over which he has voting rights, 18,900 shares in Mr. Crowell’s family trusts, over which Mr. Crowell has voting rights, but for which he disclaims beneficial ownership, and 6,175 shares in family trusts of which Mr. Crowell’s wife is the trustee, but for which he disclaims beneficial ownership.

(5)	Mr. Hines’ share total includes 100 shares of stock that his wife holds as trustee for her son’s trust.

(6)

Mr. Hope’s share total includes 34,125 shares of stock held for the benefit of Mr. Hope in the 401(k) plan. His share total also includes 4,200 shares of stock that Mr. Hope’s children own and his wife’s 20% ownership in a trust that owns 225 shares, for which he disclaims beneficial ownership. Mr. Hope’s share total does not include 90,000 restricted stock units he holds.

(7)	Mr. Lippman’s share total includes 52,378 shares held for his benefit in the Alfred S. Lippman IRA Account. His share total includes 3,064 shares of common stock equivalent units held in deferred compensation accounts.

(8)	Mr. Marks retired from the Board of the Company and the Bank on March 15, 2008. His share total does not include 34,302 restricted stock units he holds.

(9)	Mr. Milling’s share total does not include 16,748 restricted stock units he holds.

(10)	Mr. Nickelsen’s share total includes 9,213 shares held in two trusts over which Mr. Nickelsen has full voting authority. His share total includes 22,746 shares of common stock equivalent units held in deferred compensation accounts.

(11)	Ms. Sullivan’s share total includes 161 shares of stock held in a custodial account over which Ms. Sullivan has full voting authority.

(12)	Mr. Taylor’s share total includes 1,449 shares of stock held for the benefit of Mr. Taylor’s children in an account that he controls and over which he has voting power. His share total includes 10,315 shares of common stock equivalent units held in deferred compensation accounts.

(13)	Mr. Turner’s share total includes 2,978 shares of stock held for his benefit in the 401(k) plan. Mr. Turner’s share total does not include 37,500 restricted stock units he holds.

(14)	Mr. Baird’s share total includes 13,931 shares of stock held for his benefit in the 401(k) plan. Mr. Baird’s share total does not include 43,000 restricted stock units he holds.

(15)	Mr. Callicutt’s share total does not include 28,500 restricted stock units he holds.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our executive officers and directors to file initial reports of ownership of the Company’s common stock, as well as reports of changes in ownership with the SEC. Based solely on a review of Forms 3, 4 and 5 and amendments thereto and on written representations from executive officers and directors to the Company, all required filings by such persons were timely made during 2008.

BOARD OF DIRECTORS AND ITS COMMITTEES

The Company’s Board held 14 meetings in 2008. The Board currently consists of 15 directors. In February 2009, the Board set the size of the Board at 14 directors, including two employee directors, to be effective at the annual meeting. The Company’s Board has the power to expand or reduce its size at any time. The Board has determined that 11 nonemployee directors are independent under applicable rules of The Nasdaq Global Select Market (Nasdaq). The independent directors are Joel B. Bullard, Jr., Angus R. Cooper II, Richard B. Crowell, Terence E. Hall, William A. Hines, Alfred S. Lippman, Michael L. Lomax, Eric J. Nickelsen, Kathryn M. Sullivan, Dean E. Taylor and Thomas D. Westfeldt. The Board also determined that John G. Phillips, who retired from the Board effective April 2008, was an independent director. The Board can combine or separate the roles of the Chairman of the Board and the Chief Executive Officer as it deems to be in the best interest of the Company.

During 2008, Whitney’s independent directors continued their longstanding practice of convening executive sessions by having 10 such sessions following the end of Board meetings. Messrs. Hope, Milling and Turner (and Mr. Marks until he retired in March 2008) and all employees excused themselves from the executive sessions. The Chairman of the Company’s Compensation and Human Resources Committee presides at all executive sessions of the independent directors.

During 2008, all of the directors attended at least 75% of the aggregate number of meetings of the Board and the Committees of the Board on which they served. The Board has adopted Corporate Governance Guidelines that include the expectation that its directors attend each annual meeting. All of the directors attended the Company’s 2008 annual and special shareholder’s meetings.

Compensation of Directors

For information regarding the compensation of our directors, see “Executive Compensation – Compensation of Directors.”

The Company has established four standing committees: Executive, Audit, Compensation and Human Resources and Nominating and Corporate Governance. The Board and each committee have the authority to consult with and retain independent legal, financial or other outside advisors, as each deems necessary and appropriate, without seeking approval of management.

The members of the Board and the standing committees on which each currently serves are identified below.

Name	Executive	Audit	Compensation and Human Resources	Nominating and Corporate Governance
A. R. Blossman, Jr.	X
Joel B. Bullard, Jr. (1)	X			X*
Angus R. Cooper II	X		X*	X
Richard B. Crowell		X*
Terence E. Hall	X
William A. Hines	X		X
John C. Hope, III†	X
Alfred S. Lippman	X
Michael L. Lomax			X
R. King Milling	X
Eric J. Nickelsen	X	X^	X	X
Kathryn M. Sullivan		X	X
Dean E. Taylor	X		X
John M. Turner, Jr.	X
Thomas D. Westfeldt	X	X		X^

† Chairman of the Board

* Committee Chairman

^ Committee Vice Chairman

(1)	Mr. Bullard is a director with a term expiring in 2009. He will not stand for re-election to the Board of Directors or the Nominating and Corporate Governance Committee when his term expires in May 2009.

In addition to the Board meetings, the directors provide significant corporate governance oversight through the Company’s Executive Committee. The Executive Committee currently consists of 12 directors and thus comprises over three-quarters of the Board. During 2008, the Executive Committee met 15 times. Among its other duties, the Executive Committee regularly reviews recently approved loans and receives quarterly briefings from management on operational, legal, compliance, corporate governance and Community Reinvestment Act matters.

During 2008, the Audit Committee was comprised of Messrs. Crowell, Nickelsen, and Westfeldt, and Ms. Sullivan. The Board has determined that Messrs. Crowell, Nickelsen and Westfeldt and Ms. Sullivan meet the additional independence criteria under the rules and regulations of the SEC and the listing qualifications of Nasdaq for service on the Audit Committee. In addition, the Board has determined that Messrs. Crowell, Nickelsen and Westfeldt and Ms. Sullivan have the attributes of an “Audit Committee financial expert” as defined in applicable SEC regulations and meet the Nasdaq test for financial sophistication. The Audit Committee held 13 meetings during 2008.

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The Audit Committee is governed by a written charter that the Board and Committee approved. A copy of this charter is available on the Corporate Governance page of our website at www.whitneybank.com. Information regarding the functions of the Audit Committee is set forth in the “Audit Committee Report,” included on page 39 of this proxy statement.

Compensation and Human Resources Committee

During 2008, the Compensation and Human Resources Committee (the Compensation Committee) was comprised of Messrs. Cooper, Hines, Lomax, Nickelsen and Taylor and Ms. Sullivan, all of whom are independent. The Committee held six meetings during 2008.

The Compensation Committee is governed by a written charter that the Board and the Committee approved. A copy of this charter is available on the Corporate Governance page of our website at www.whitneybank.com. Information regarding the role of the Compensation Committee and its processes and procedures for considering and determining executive compensation is set forth in “Compensation Discussion and Analysis – Role of the Compensation and Human Resources Committee” on page 17 of this proxy statement.

Nominating and Corporate Governance Committee

During 2008, the Nominating Committee was comprised of Messrs. Bullard, Cooper, Nickelsen and Westfeldt, all of whom are independent, as defined for nominating committee members in the Nasdaq listing standards. The Nominating Committee held six meetings in 2008. Its functions include: (i) identifying individuals qualified to become Board members, (ii) recommending individuals to be nominated by the Board for election as directors of the Company, (iii) nominating candidates for election to the Board in the event of a vacancy between shareholder meetings, (iv) advising the Board with respect to committees, (v) overseeing the evaluation of the Board and (vi) assisting the Board in establishing and maintaining effective corporate governance practices. A current copy of the Nominating Committee’s charter is available to shareholders on the Corporate Governance page of our website at www.whitneybank.com.

Shareholder Recommendations of Director Candidates

Eligible shareholders wishing to recommend a candidate for consideration by the Nominating Committee as a director of the Company shall submit in writing a timely notice including the candidate’s name and address, along with adequate information as to the candidate’s qualifications, to the Corporate Secretary at the following address:

Mr. Joseph S. Schwertz, Jr.

Corporate Secretary

Whitney Holding Corporation

228 St. Charles Avenue, Suite 626

New Orleans, LA 70130

To be considered timely for next year’s annual meeting, the shareholder’s notice must be delivered to, or mailed and received at, the above address on or before December 16, 2009.

Director Qualifications, Qualities and Skills

In addition to meeting eligibility criteria required pursuant to all applicable laws, rules, regulations and listing standards, the Nominating Committee believes all director nominees should meet certain qualifications and possess certain qualities or skills. The Nominating Committee believes that each director nominee should:

∙	be of the highest character and integrity, with an inquiring mind, vision, a willingness to ask hard questions and the ability to work well with others;

∙	be free of any conflict of interest that would violate any applicable laws or regulations or interfere with the proper performance of the responsibilities of a director;

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∙

be willing and able to devote sufficient time to the affairs of the Company and be diligent in fulfilling the responsibilities of a director and Board committee member, as applicable (including developing and maintaining sufficient knowledge of the Company and its industry; reviewing and analyzing reports and other information important to Board and committee responsibilities; preparing for, attending and participating in Board and committee meetings; and satisfying appropriate orientation and continuing education guidelines);

∙	have the capacity and desire to represent the balanced, best interests of the shareholders as a whole and not primarily a special interest group or constituency; and

∙	if also serving on the Board of the Bank, directly own at least $1,000 of Company common stock.

At its December 2008 meeting, Whitney’s Board voted to waive a bylaw retirement age requirement that would have made Mr. Blossman ineligible for election to the Board and which would have required Mr. Hines to retire at the 2009 annual meeting and Mr. Crowell to retire at the 2011 annual meeting. Our shareholders had previously elected Messrs. Hines and Crowell for five year terms ending in 2011 and 2012, respectively.

For a detailed description of the qualifications required of candidates for director, as well as any specific qualities or skills the Nominating Committee believes one or more directors should possess, see the Nominating Committee Charter on the Corporate Governance page on our website at www.whitneybank.com.

Identification and Evaluation of Directors

The Nominating Committee is charged with identifying individuals who are qualified to become Board members and recommending individuals to be nominated by the Board for election. The Nominating Committee’s criteria for identifying, reviewing and selecting potential director nominees for election to the Board is set forth in its Charter. To identify a candidate to fill a vacancy on the Board, the Nominating Committee seeks recommendations from the Company’s directors. The Board believes that the Company’s directors are in the best position to identify individuals with the necessary qualifications, qualities and skills to serve the Company and its shareholders. To evaluate a director candidate, whether recommended by the Nominating Committee, a Board member or a shareholder, the Nominating Committee will consider and assess the skills and background of the individual and any other issues and factors that the Nominating Committee deems appropriate, applying the criteria set forth in the Nominating Committee Charter.

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COMPENSATION AND HUMAN RESOURCES COMMITTEE REPORT

The Compensation and Human Resources Committee of the Board of Directors of Whitney Holding Corporation is responsible for overseeing the Company’s Executive Compensation Programs on behalf of the Board. In fulfilling this responsibility, the members of the Compensation and Human Resources Committee reviewed and discussed with the Company’s management the Compensation Discussion and Analysis set forth in this proxy statement.

Based on the review and discussions that took place as referenced above, the Compensation and Human Resources Committee recommended to the Board that the Compensation Discussion and Analysis be included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2008 and the Company’s proxy statement in connection with the Company’s 2009 Annual Meeting of Shareholders of common stock, each of which has been or will be filed with the Securities and Exchange Commission.

In addition, as required by the provisions of the Treasury’s CPP, the Compensation and Human Resources Committee certifies that it has reviewed with the Senior Risk Officer of the Company the Senior Executive Officer incentive compensation arrangements and has taken reasonable efforts to ensure that such arrangements do not encourage Senior Executive Officers to take unnecessary and excessive risks that threaten the value of the Company.

Compensation and Human Resources Committee

of the Board of Directors

Angus R. Cooper II, Chairman

William A. Hines

Michael L. Lomax

Eric J. Nickelsen

Kathryn M. Sullivan

Dean E. Taylor

This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such acts.

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COMPENSATION DISCUSSION AND ANALYSIS

In the paragraphs that follow, we will provide an overview and analysis of our compensation programs and policies, the material compensation decisions we have made under those programs and policies with respect to our top executive officers, and the material factors that we considered in making those decisions. Later in this proxy statement under the heading, “Executive Compensation,” is a series of tables containing specific information about the compensation earned by or paid in 2008 to the following individuals, whom we refer to as our named executive officers (NEOs):

·	John C. Hope, III, Chairman of the Board and Chief Executive Officer of the Company and the Bank;

·	Thomas L. Callicutt, Jr., Senior Executive Vice President and Chief Financial Officer of the Company and the Bank and Treasurer of the Company;

·	John M. Turner, Jr., President of the Company and the Bank;

·	Robert C. Baird, Jr., Senior Executive Vice President of the Company and the Bank;

·	R. King Milling, Former Vice Chairman of the Board of the Company and the Bank (retired as of December 31, 2008); and

·	William L. Marks, Former Chairman of the Board and Chief Executive Officer of the Company and Bank (retired as of March 15, 2008).

The discussion below is intended to help you understand the detailed information provided in those tables and put that information into context within our overall compensation program.

Overview

Like many companies, especially in the financial services sector, the economic downturn caused the Company’s common stock price and 2008 operating results to decline significantly. These factors are reflected in the decreased compensation of our NEOs for 2008 because our compensation program is designed to align a significant portion of compensation with the performance of the Company and the interests of our shareholders. For 2008:

·	A new design for our annual cash incentive plan was approved, with emphasis on an expanded list of performance metrics.

·	No bonuses under the 2008’s annual incentive plan were paid to any NEOs because the minimum level of performance required to earn bonus payments was not achieved.

·	No salary increases for NEOs were approved, except in connection with two promotions.

The Company has implemented significant changes to the compensation program for 2009, as described below:

The Compensation and Human Resources Committee (the Compensation Committee) revised the 2009 annual incentive program to encourage an increase in loan portfolio credit quality, the deterioration of which significantly impacted our performance in 2008. The Compensation Committee replaced the Net Charge Off performance criterion with a Provision for Loan Loss performance measure and replaced the Efficiency Ratio performance criterion with a performance criterion that compares Expense to Average Assets. The Compensation Committee believes these two changes will provide a more effective measure of credit quality and success in achieving expense reduction in 2009.

There were no base salary increases approved for NEOs, except for John Turner, whose base salary the Compensation Committee increased by $85,000 effective April 1, 2009. Since assuming the position of President in March 2008, Mr. Turner has continued to assume additional responsibilities and perform at a high level. It has been the Compensation Committee’s intent to review Mr. Turner’s performance after he had been serving as President for one year, and to consider him for a base salary adjustment at that time. It is the Compensation Committee’s belief that Mr. Turner’s new salary of $480,000 is reflective of the value he provides to the Company through his leadership and performance.

The Company has taken, and will continue to take, actions to comply with the executive compensation limitations and restrictions under the Emergency Economic Stabilization Act of 2008 (EESA) and the America Reinvestment and Recovery Act of 2009 (ARRA) in order to comply with the terms, as in effect from time to time, required as a result of participation in Treasury’s Capital Purchase Program, as discussed below in more detail.

Participation in Capital Purchase Program

On December 19, 2008, the Company sold 300,000 shares of the Company’s preferred stock and a warrant to purchase 2,631,579 shares of the Company’s common stock to the Treasury for a total purchase price of $300 million through participation in Treasury’s Capital Purchase Program (CPP). As a result, the Company became subject to certain executive compensation requirements under EESA, Treasury regulations and the Securities Purchase Agreement pursuant to which it sold such preferred stock and warrant. The Company was required to take the following actions with respect to its executive compensation arrangements relating to its senior executive officers (the SEOs) under EESA:

	•		require that SEO bonus and incentive compensation be subject to recovery or “clawback” by the Company if the payments were based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria;
	•		prohibit any “golden parachute” payment to the SEOs, generally meaning any payment made in connection with involuntary termination or severance from employment in an insolvency context to the extent the value equals or exceeds an amount three times the SEO’s “base amount” (generally defined as the five-year average of taxable compensation); and
	•		agree that it will be subject to Section 162(m)(5) of the Internal Revenue Code, which reduces the annual tax deduction limit for remuneration paid to SEOs from $1,000,000 to $500,000 and eliminates the availability of the exception for performance-based compensation.

The Company’s SEOs currently consist of John C. Hope, III, John M. Turner, Jr., Thomas L. Callicutt, Jr., Robert C. Baird, Jr. and Joseph S. Exnicios. During the period from December 19, 2008, until his retirement as of December 31, 2008, we considered Mr. Milling to be an SEO under EESA, and therefore subject to the CPP requirements during that time.

In order to comply with the EESA requirements, the Company entered into letter agreements with each of the SEOs (the Letter Agreements). The Letter Agreements have the effect of amending each officer’s compensation, bonus, incentive and other benefit plans, arrangements and agreements as necessary to comply with the EESA “golden parachute” and “clawback” provisions while Treasury holds an equity or debt position in the Company. The Letter Agreements also require the Company to review such plans and arrangements to ensure they do not encourage an SEO to take unnecessary and excessive risks that threaten the value of the Company. To the extent a review requires revisions to a plan or arrangement, the Letter Agreements require the applicable officer and the Company to negotiate and effect such changes.

In addition, the Compensation Committee met with the Company’s Chief Risk Officer to discuss and review the relationship between the Company’s risk management policies and its SEO incentive compensation arrangements.

In preparation for this meeting, the Chief Risk Officer met with Mercer, the Company’s external executive compensation consultant, Whitney’s Human Resources Director and Whitney’s General Counsel to understand how Whitney’s incentive arrangements are designed, including Whitney’s annual incentive bonus program and long-term equity compensation plan. Additionally, the Chief Risk Officer generated a report to the Compensation Committee identifying and explaining the most significant risks the Company faces. His risk identification was primarily based on the risk criteria used by the Office of the Comptroller of the Currency for examining national banks. Such risks include credit risk, interest rate risk, liquidity risk, compliance risk, transaction risk, strategic risk and reputation risk.

The Chief Risk Officer then met with the Compensation Committee to review and discuss whether the Company’s SEO compensation arrangements could create incentives for SEOs to act in a manner that could materially increase the types of risks identified by the Chief Risk Officer as the kinds of risks that could potentially threaten the value of the Company. After a discussion regarding various practices that could induce excessive risk taking, including, but not limited to, highly leveraged compensation arrangements and incentive arrangements rewarding short-term rather than long-term gain, the Compensation Committee determined that the Company’s compensation plans and programs do not contain any features that encourage SEOs to take unnecessary and excessive risks because they provide for a balance between current performance and the creation of value for the shareholders over the long-term. Additionally, the annual (short-term) incentive program contains six separate and distinct performance criteria. This design significantly decreases the likelihood that any one criterion could be meaningfully manipulated.

The required certification of the Compensation Committee is provided in the Compensation and Human Resources Committee Report which precedes this Compensation Discussion and Analysis.

The Company has already fully complied with the requirements of EESA as originally enacted. On February 4, 2009, Treasury announced guidelines (the February Guidelines) expanding EESA restrictions for future CPP participants, as follows:

·	The “clawback” provision applies to the SEOs plus the next 20 most highly compensated individuals.

·	“Golden parachute” payments are defined as one times an SEO’s base salary amount, as opposed to three times.

·	An SEO may not be paid more than $500,000 in total compensation annually, with an exception for restricted stock awards. The limitation can be waived by disclosure of SEOs’ compensation and, if requested, a non-binding “say on pay” shareholder resolution.

Compensation committees must review and disclose the reasons that compensation arrangements of SEOs and other employees do not encourage excessive and unnecessary risk-taking and company CEOs must certify annually as to compliance with statutory, Treasury and contractual executive compensation restrictions.

·	Companies must adopt a policy regarding approval of “luxury expenditures.”

The February Guidelines are general in nature and appear to contemplate new rulemaking by Treasury before they become effective. Further, many elements of the February Guidelines were incorporated into ARRA, as discussed below.

On February 17, 2009, the ARRA was signed into law. The ARRA amends the provisions of EESA, and expands the restrictions on executive compensation for CPP participants. ARRA includes a:

	•			prohibition on golden parachute payments (defined as any payment for departure from a company for any reason except for payments for services performed or benefits accrued) to any SEO or any of the next five most highly compensated employees;
	•			prohibition on paying or accruing any bonus, retention award, or incentive compensation (other than long-term restricted stock permitted under ARRA or pursuant to a written agreement executed prior to February 12, 2009) to the SEOs and other employees, depending on the amount of Treasury’s purchase (in the Company’s case, the next 10 most highly compensated employees);
	•			requirement that participants conduct an annual, non-binding shareholder vote on the company’s executive compensation program;
	•			prohibition on compensation that encourages unnecessary and excessive risks and on compensation plans that would encourage manipulation of the reported earnings to enhance the compensation of any employees;
	•			requirement that participants enforce a “clawback” of any bonus, retention award or incentive compensation paid to an SEO and any of the next 20 most highly compensated employees based on statements of earnings, revenues, gains or other criteria that are later found to be materially inaccurate;
	•			$500,000 annual tax deduction limit for compensation paid to SEOs;
	•			requirement that participants establish an independent board compensation committee that will meet at least semi-annually to discuss and evaluate employee compensation plans in light of an assessment of any risk posed to the company from the plans;
	•			requirement that participants adopt a company-wide policy regarding “excessive” or “luxury” expenditures; and
	•			requirement that participants annually file a written certification by the company’s CEO and CFO regarding the company’s compliance with ARRA requirements.

The foregoing restrictions imposed by ARRA implement many, but not all, of the restrictions of the February Guidelines. At the present time, Treasury has not announced whether it intends to publish rules to implement the aspects of the February Guidelines that ARRA did not address. The Compensation Committee will consider the new limits on executive compensation of ARRA, the February Guidelines (to the extent they apply to the Company), and any forthcoming regulations and will take any actions necessary to comply with such regulations once they are issued.

Based on guidance issued by the SEC on February 26, 2009, the Board of Directors authorized a non-binding advisory shareholder vote on the Company’s executive compensation plans, programs and arrangements as described in this proxy statement. See “Proposal No. 2: Advisory Vote on Compensation of Named Executive Officers.”

Finally, ARRA directs the Treasury to review bonuses, retention awards, and other compensation paid to SEOs and the next 20 most highly-compensated employees of each company receiving CPP assistance before ARRA was enacted to determine whether any such payments were inconsistent with the purposes of ARRA and TARP or otherwise contrary to the public interest. If such determination is made, Treasury must “seek to negotiate” with the company and the subject employee for reimbursement to the federal government. Therefore, payments made to our NEOs in 2008 and early 2009 may be subject to rescission in whole or in part under ARRA.

Objective of the Company’s Compensation Program

The objective of our compensation program is to attract, retain, motivate and reward executives who contribute to our financial and operational success, which ultimately builds shareholder value. In order to do this effectively, our program must:

·	provide our executives with competitive total compensation opportunities relative to comparable positions at companies and banks with whom we compete for talent;

·	directly link a significant portion of total compensation to the achievement of specific performance goals in a manner that proportionally rewards higher performance levels;

·	provide increased compensation opportunities for exceptional individual performance, which can result in differentiated compensation among executives based on individual performance; and

·	closely and directly align executives’ interests with those of our shareholders by making stock-based incentives a significant core element of our executives’ compensation.

Role of the Compensation and Human Resources Committee

The Compensation Committee assists our Board in discharging its responsibilities relating to the compensation of our executive officers. The Compensation Committee is responsible for annually assessing the performance of our executive officers and for determining their annual salary and incentive compensation. Each of the six members of our Compensation Committee is independent as that term is defined under Nasdaq listing standards and the director independence standards adopted by our Board. We believe that their independence from management allows Compensation Committee members to provide objective consideration of various compensation elements that could be included in an executive compensation program. It also allows the Compensation Committee to apply independent judgment as to which compensation elements and designs will best achieve our compensation objectives. The Compensation Committee has and may exercise the authority of the Board as specified by the Board and to the extent permitted under the Louisiana Business Corporation Law, and has the authority to delegate its duties and responsibilities to subcommittees as it deems necessary and advisable.

The Compensation Committee from time to time retains independent executive compensation consultants to assist in evaluating our compensation practices at the Company and to provide advice and ongoing recommendations regarding executive compensation that are consistent with our business goals and pay philosophy. Mercer was retained directly by the Compensation Committee in 2008 to provide executive compensation consulting services. The scope of the executive compensation consulting assignment included a comparison of Whitney’s current levels of base salary, annual cash incentive opportunity and equity-based compensation compared to that paid by the banks in Whitney’s Peer Bank Group (listed below) as well as to a larger universe of similarly sized financial institutions using Mercer’s proprietary survey data. The Compensation Committee utilized data developed by Mercer in its determination of whether each element of the executive’s compensation package was competitive with the market and to determine whether any adjustments were appropriate. This information was also used to establish the value of long-term incentives granted to the NEOs.

Our Compensation Committee reviews and analyzes market data prepared internally by the Bank’s Human Resources Department and by Mercer to ensure that our executive officer compensation is competitive with the marketplace. We compare compensation paid to our executive officers with compensation paid to executive officers in similar positions at other regional banks of comparable size (the Peer Bank Group), and we use the market information to test the reasonableness of the compensation decisions we make. For 2008, Whitney’s Peer Bank Group consisted of the following twenty-four banks:

BANK NAME	TICKER
Synovus Financial Corp	SNV
The Colonial BancGroup, Inc.	CNB
Associated Banc-Corp	ASBC
BOK Financial Corporation	BOKF
Webster Financial Corp.	WBS
First Citizens BancShares, Inc.	FCNCA
Commerce Bancshares, Inc.	CBSH
TCF Financial Corporation	TCB
Fulton Financial Corporation	FULT
City National Corporation	CYN
The South Financial Group Inc.	TSFG
Citizens Republic Bancorp, Inc.	CRBC
Cullen/Frost Bankers, Inc.	CFR
BancorpSouth, Inc.	BXS
Susquehanna Bancshares, Inc.	SUSQ
Valley National Bancorp	VLY
Wilmington Trust Corp	WL
First Merit Corporation	FMER
Wintrust Financial Corp	WTFC
UMB Financial Corp	UMBF
Trustmark Corporation	TRMK
United Community Banks Inc	UCBI
First Midwest Bancorp, Inc.	FMBI
Hancock Holding Company	HBHC

How We Determine and Assess Executive Compensation

We believe that the total compensation package available to our executives should be fair, balanced and competitive; it should provide enhanced levels of financial reward based on achieving higher levels of performance; and it should be designed to recognize and reward both short and long-term performance. After careful consideration and analysis of market survey data provided by our executive compensation consultant and by our internal Human Resources Department, we set our executive officer compensation at levels competitive within the banking industry. While the Compensation Committee considers many factors in setting executive compensation, it is generally the Compensation Committee’s intent to have base salaries for our executives at or slightly above the market median, while providing opportunities to earn incentive-based compensation, including both annual cash bonuses and equity compensation, at levels between the 50th and 75th percentile of market. We believe it is essential to provide incentive opportunities above median to encourage and reward our executives for superior performance and for retention purposes. We also consider the Company’s overall performance relative to its Peer Bank Group when making our long-term incentive compensation decisions. This is accomplished by comparing our actual performance to the relative percentile performance of the Peer Bank Group for Total Shareholder Return (TSR) and Return on Equity (ROE) over a three year measurement period, as discussed below.

No specific formula or weightings are applied with regard to the allocation of the various pay elements within our executive compensation program. In general, we place greater emphasis on variable compensation opportunities, such as the annual cash bonus plan and long-term equity incentives, over fixed compensation, such as base salary, because we believe rewarding high levels of performance correlates directly with increasing shareholder value. The Compensation Committee intends to continue this approach by providing a greater percentage of the total compensation opportunity available to our executive officers in the form of performance based variable compensation opportunities and a smaller percentage as fixed compensation in the form of base salary. The Company’s ability to provide NEOs (and other officers and employees) with short-term and long-term incentive pay may be sharply curtailed by the legal and regulatory requirements discussed above in relation to CPP participation.

Our Chairman of the Board and Chief Executive Officer recommends to the Compensation Committee annual base salary adjustments, annual long-term incentive grants and adjustments to annual bonuses earned under the Executive Compensation Incentive Plan (the ECIP) based on his assessment of each NEO’s individual performance. He makes these recommendations to the Compensation Committee based on his analysis of survey data provided by our independent compensation consultant and his qualitative judgments regarding individual performance, including but not limited to the accomplishment of budgeted financial objectives, effective leadership and support of the Company’s Strategic Business Initiative. The Compensation Committee sets the base salary of the Chairman of the Board and Chief Executive Officer, who is not involved with any aspect of determining his own pay.

Elements of Our Compensation Program

Our executive officer compensation program consists of the following elements: base salary, annual cash bonus incentives, long-term incentives, retirement benefits, change of control protection and other benefits, including perquisites.

We provide base salaries to our executive officers as compensation for performing their day-to-day responsibilities. Base salaries are set based on a variety of factors, including competitive pay levels within our industry and the Peer Bank Group, internal pay alignment and equity, and an overall assessment of Company and individual performance. We generally target the median, or slightly above the median, of base salaries for similar positions paid by companies in our Peer Bank Group and within our industry as a whole when setting base salaries of the executive officers. We rely heavily upon the salary survey data produced by Mercer to determine if the base salaries of our executives are competitive in the marketplace and also look at the actual performance of each executive to determine if base salary increases are warranted. The Compensation Committee may, in its discretion, set an executive salary above the market median when specific circumstances otherwise justify a base salary adjustment to a higher level.

In conjunction with the promotion to their new respective roles in 2008, the Compensation Committee set the base salary of Chairman and Chief Executive Officer John C. Hope, III at $750,000 and the base salary of President John M. Turner, Jr. at $395,000. These salaries were set by the Compensation Committee based on salary survey information contained in Mercer’s Executive Remuneration Review which analyzed the salary levels of comparable positions in the Peer Bank Group as well as other banks in Mercer’s Survey Database of similar asset size organizations. The other NEOs were not awarded base salary increases by the Compensation Committee in 2008 as the Mercer survey data indicated their current salaries were at or slightly above the median salary for comparable positions. Base salaries for the NEOs, as of December 31, 2008, were as follows: Mr. Hope, $750,000; Mr. Turner, $395,000; Mr. Callicutt, $340,000; Mr. Baird, $375,500 and Mr. Milling, $560,000 (retired 12/31/08). Mr. Marks retired as of March 15, 2008 and his base salary ceased as of his retirement date.

As discussed earlier, there were no base salary increases approved for NEOs for 2009, except in the case of Mr. Turner. Effective April 1, 2009, Mr. Turner’s base salary was increased by $85,000 to $480,000, based on an evaluation of his performance since assuming the position of President in March 2008. The Compensation Committee believes that Mr. Turner’s salary is reflective of the value he provides to the Company through his leadership and performance

ARRA directs the Treasury to adopt rules to implement the ARRA compensation standards. While ARRA did not specifically require an absolute limit on executive compensation, such a restriction was included in the February Guidelines. Whether ARRA and the rules which implement it will impose an absolute limit on base salary or total compensation is not clear at this time. The Compensation Committee will consider any new limits on executive compensation and make appropriate changes to our executive compensation program as required.

Our annual cash bonus incentive plan, the Executive Compensation Incentive Plan, or ECIP, provides our executive officers with an opportunity to earn annual cash bonuses up to a maximum percentage of their base salary based on achievement of certain pre-established performance goals. For 2008, the maximum bonus opportunity was 120% of base salary for our Chief Executive Officer and 90% of base salary for our other NEOs. No bonuses were paid to NEOs because threshold performance requirements were not met.

The primary determinant of executive officer annual incentive compensation is Company performance related to the six metrics listed below, with emphasis on actual financial performance achieved versus budgeted financial objectives during the plan year. In addition, the Compensation Committee takes into consideration individual performance assessments, effective leadership and other nonfinancial accomplishments in determining the annual incentive earned by each executive, with the exception of the Chairman of the Board and Chief Executive Officer. As the Chairman of the Board and Chief Executive Officer, Mr. Hope has the ultimate responsibility for the Company’s financial and operational performance. Therefore, we believe it is appropriate to base his annual bonus solely on the financial performance of the Company. We believe that the bonus opportunities provided to all our NEOs are competitive with bonus opportunities available to executives in our Peer Bank Group.

Executive officer bonuses are based on achieving a minimum level of performance relative to Compensation Committee-approved performance criterion. The 2008 ECIP utilized the following six performance criterion to measure actual Company performance against both threshold (minimum) goals and target goals approved by the Compensation Committee. Each of these performance criteria was weighted with a maximum value of 16.5 points on a performance matrix scorecard with the exception of Earnings Per Share, which is weighted 17.5 points to bring the total to an even 100 points.

Nonperforming Assets

Noninterest Income Growth

Points are awarded under each category based on a comparison of actual performance to the established goals. We then compare total points earned are then compared against a Performance Participant Classification Matrix approved by the Compensation Committee to determine the maximum bonus payable to the executives. Maximum bonus opportunity is based on a fixed percentage of the executive’s actual base earnings during the plan year. With the exception of Mr. Hope, the actual bonus earned by a NEO is subject to reduction based on a subjective assessment of the individual’s performance by both the Compensation Committee and the Chairman of the Board and Chief Executive Officer. The Compensation Committee has no discretion to increase the bonus amount earned by executives to a level above the maximum bonus percentage specified on the Performance Participant Classification Matrix.

To qualify for the minimum level of bonus payout under the ECIP, a minimum of forty points must be earned. This would require that at least five of the six minimum threshold goals be achieved or three of the target goals be achieved. The Compensation Committee believes the specific threshold performance goals under each performance criterion can be achieved only through sustained high level effort throughout the course of the year.

The Compensation Committee has approved the 2009 Executive Compensation Incentive Plan design following extensive discussions with management. The principal changes to the 2009 ECIP include replacing the Net Charge-Off performance criterion with a Provision for Loan Loss performance criterion and replacing the Efficiency Ratio performance criterion with a performance criterion that compares Expense to Average Assets. The Compensation Committee believes the new performance criteria will provide a more effective measurement of credit quality and success in achieving expense reduction in 2009, a primary operational goal for 2009. There is no change to the maximum bonus opportunity for NEOs for 2009. However, ARRA directs the Treasury to adopt rules to implement the ARRA compensation standards, including a prohibition on bonuses and incentives other than certain restricted stock. As a result, it is likely that new legislative and regulatory restrictions will preclude the payment of any bonus or incentive compensation to NEOs during the period in which any obligation arising from the financial assistance provided under the CPP remains outstanding.

Long-Term Incentives

Our executive officers received equity awards in the form of Performance-Based Restricted Stock Units (PBRSUs) and stock options as part of their 2008 compensation. We believe annual equity-based awards are an effective form of compensation because they provide incentives for strong performance leading to enhanced shareholder value. PBRSUs and stock options encourage executive retention because they generally vest over a period of three years of continuous service, and they reward corporate performance because their value is tied to the value of our common stock. Our annual grants of PBRSUs and stock options place significant portions of the executive officers’ total annual compensation “at risk” and in alignment with the long-term interests of our shareholders.

PBRSUs represent the right to earn and receive a number of shares of our common stock in the future based on the Company’s performance and the executive’s continuous employment with the Company over a three-year performance period. Each executive officer is awarded a target number of PBRSUs that is subject to both a reduction down to zero or an increase up to a maximum of 200% of the target award. Performance adjustments to PBRSUs granted prior to 2008 were based on a formula with Return on Average Assets (ROAA) weighted 60% and Return on Average Equity (ROAE) weighted 40%. Whitney’s actual performance using these two criteria was compared to the average of the top five performing banks from the designated Peer Bank Group in each criterion for the three-year performance period. The composite percentile ranking was next evaluated against a Compensation Committee-approved performance award matrix to determine the target award adjustment factor. For example, PBRSUs awarded to our NEOs in 2006 will vest in 2009, three years from the 2006 award date. These target awards are subject to a positive performance adjustment of 130% based on the composite average performance results achieved during the three-year performance period of 2006 through 2008. PBRSUs have dividend rights that are paid in cash during the vesting period.

When granting PBRSU awards in 2008, the Compensation Committee selected TSR and ROE (ROE) as the criteria to determine the level of performance adjustment, if any, that would be applied to the target awards when they vest in 2011. The Company’s comparison of actual performance over the three-year period will now be compared to the entire Peer Bank Group with TSR weighted 60% and ROE weighted 40%. A new performance matrix was also approved by the Compensation Committee which will be utilized to adjust PBRSU awards granted in 2008 and subsequent years to link performance adjustments to criteria that more directly impact creation of shareholder value.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary	Stock Awards (1)	Option Awards (2)	Non-Equity Incentive Plan Compen-sation (3)	Change in Pension Value and Nonqualified Deferred Compensation Earnings (4)	All Other Compen- sation (5)	Total
John C. Hope, III Chairman of the Board & Chief Executive Officer of the Company and the Bank	2008 2007 2006	$698,000 467,500 370,000	$658,316 876,913 585,918	$109,487 57,570 14,460	$ - 377,506 262,700	$392,776 222,293 143,688	$104,413 366,153 23,242	$1,962,992 2,367,935 1,400,008
Thomas L. Callicutt, Jr. Sr. Executive Vice President & Chief Financial Officer of the Company and the Bank and Treasurer of the Company	2008 2007 2006	340,000 332,500 317,500	230,754 352,081 306,705	49,598 33,650 12,050	- 236,075 225,425	179,916 139,315 117,932	17,651 13,923 12,935	817,919 1,107,544 992,547
John M. Turner, Jr. President of the Company and the Bank	2008	382,225	289,082	61,475	-	108,039	110,370	951,191
Robert C. Baird, Jr. Sr. Executive Vice President of the Company and the Bank	2008 2007 2006	375,550 372,500 370,000	402,664 737,230 585,918	58,238 40,380 14,460	- 224,804 262,700	173,746 141,063 128,360	29,289 22,851 12,244	1,039,487 1,538,828 1,373,682
R. King Milling Former Vice Chairman of the Company and the Bank	2008 2007 2006	560,000 560,000 560,000	268,029 656,738 575,118	24,218 28,920 14,460	- 397,600 397,600	333,780 201,705 234,721	79,145 34,892 29,026	1,265,172 1,879,855 1,810,925
William L. Marks Former Chairman of the Board & Chief Executive Officer of the Company and the Bank	2008 2007 2006	187,500 900,000 900,000	287,060 2,361,905 2,259,656	29,520 120,500 60,250	- 855,000 855,000	111,082 796,436 748,009	44,710 38,802 48,765	659,872 5,072,643 4,871,680

2008 GRANTS OF PLAN-BASED AWARDS
Name	Grant Date	Estimated Possible Payouts Under Non-Equity Incentive Plan Awards (1)			Estimated Future Payouts Under Equity Incentive Plan Awards (2)			All Other Option Awards: Number of Securities Underlying Options (3)	Exercise Price of Option Awards	Grant Date Fair Value of Stock and Option Awards (4)
Name	Grant Date	Thres- hold	Target	Maxi- mum	Thres-hold Number of Shares	Target Number of Shares	Maximum Number of Shares		Exercise Price of Option Awards	Grant Date Fair Value of Stock and Option Awards (4)
John C. Hope, III	1/22/08	$375,000	$660,000	$900,000
	6/24/08				10,000	40,000	80,000			$750,000
	6/24/08							40,000	$18.77	139,200

Thomas L. Callicutt, Jr.	1/22/08	129,200	224,400	306,000
	6/24/08				2,750	11,000	22,000			206,470
	6/24/08							11,000	18.77	38,280

John M. Turner, Jr.	1/22/08	150,100	260,700	355,500
	6/24/08				3,750	15,000	30,000			281,550
	6/24/08							15,000	18.77	52,200

Robert C. Baird, Jr.	1/22/08	142,709	247,863	337,995
	6/24/08				2,750	11,000	22,000			206,470
	6/24/08							11,000	18.77	38,280

R. King Milling		-	-	-	-	-	-	-	-	-

William L. Marks		-	-	-	-	-	-	-	-	-

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2008
	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price	Option Expira-tion Date	Number of Units That Have Not Vested (4)	Market Value of Units That Have Not Vested (5)	Equity Incentive Plan Awards: Number of Unearned Units That Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Units That Have Not Vested (5)
John C. Hope, III	16,873		$18.07	6/09/09	26,000	$415,740	36,000(6)	$1,215,240
	16,873		16.53	6/13/10			40,000(7)
	16,875		18.58	6/12/11
	21,000		22.58	6/11/12
	21,000		22.44	6/10/13
	21,000		28.86	6/15/14
	10,000		31.59	6/14/15
		12,000 (1)	35.41	6/28/16
		30,000 (2)	28.76	7/10/17
		40,000 (3)	18.77	6/24/18
Thomas L. Callicutt, Jr.	3,375		$18.07	6/09/09	9,750	$155,903	12,000 (6)	$367,700
	13,498		16.53	6/13/10			11,000 (7)
	13,500		18.58	6/12/11
	16,875		22.58	6/11/12
	16,875		22.44	6/10/13
	16,875		28.86	6/15/14
	10,000		31.59	6/14/15
		10,000 (1)	35.41	6/28/16
		10,000 (2)	28.76	7/10/17
		11,000 (3)	18.77	6/24/18
John M. Turner, Jr.	3,375		$18.07	6/09/09	9,750	$155,903	18,000 (6)	$ 527,670
	3,375		16.53	6/13/10			15,000 (7)
	3,375		18.58	6/12/11
	7,500		22.58	6/11/12
	7,500		22.44	6/10/13
	7,500		28.86	6/15/14
	10,000		31.59	6/14/15
		10,000 (1)	35.41	6/28/16
		15,000 (2)	28.76	7/10/17
		15,000 (3)	18.77	6/24/18
Robert C. Baird, Jr.	16,873		$18.07	6/09/09	26,000	$ 415,740	14,000 (6)	$ 399,750
	16,873		16.53	6/13/10			11,000 (7)
	16,875		18.58	6/12/11
	21,000		22.58	6/11/12
	21,000		22.44	6/10/13
	21,000		28.86	6/15/14
	10,000		31.59	6/14/15
		12,000 (1)	35.41	6/28/16
		12,000 (2)	28.76	7/10/17
		11,000 (3)	18.77	6/24/18
R. King Milling	6,535		$16.53	3/31/09	21,772	$ 348,134	-	-
	17,535		28.86	3/31/09
	10,000		31.59	3/31/09
	10,049		35.41	3/31/09
William L. Marks	-				44,593	$713,042	-	-

2008 OPTION EXERCISES AND STOCK VESTED
Name	Option Awards		Stock Awards
Name	Number of Shares Acquired on Exercise	Value Realized on Exercise (1)	Number of Shares Acquired on Vesting	Value Realized on Vesting (2)
John C. Hope, III	-	$ -	18,600	$ 354,702
Thomas L. Callicutt, Jr.	-	-	8,525	162,572
John M. Turner, Jr.	-	-	8,525	162,572
Robert C. Baird, Jr.	-	-	18,600	354,702
R. King Milling	12,189	86,506	18,600	354,702
William L. Marks	-	-	78,242	1,492,075

PENSION BENEFITS
Name	Plan Name	Number of Years of Credited Service	Present Value of Accumulated Benefit	Payments During 2008
John C. Hope, III	Retirement Plan	14	$ 421,970	-
	Retirement Restoration Plan	14	995,524	-
Thomas L. Callicutt, Jr.	Retirement Plan	10	345,249	-
	Retirement Restoration Plan	10	474,330	-
John M. Turner, Jr.	Retirement Plan	14	198,080	-
	Retirement Restoration Plan	14	194,383	-
Robert C. Baird, Jr.	Retirement Plan	13	368,823	-
	Retirement Restoration Plan	13	664,113	-
R. King Milling	Retirement Plan	24	902,040	-
	Retirement Restoration Plan	24	3,026,910	-
William L. Marks	Retirement Plan	18	706,059	-
	Retirement Restoration Plan	18	4,735,886	-

2008 NONQUALIFIED DEFERRED COMPENSATION
Name	Executive Contributions in 2008	Registrant Contributions in 2008	Aggregate Earnings (Losses) in 2008	Aggregate Withdrawals/ Distributions	Aggregate Balance at December 31, 2008
John C. Hope, III Deferred Compensation Plan	-	-	$ (238,206)	-	$ 402,848
Thomas L. Callicutt, Jr. Deferred Compensation Plan	-	-	(33,904)	-	65,727
John M. Turner, Jr. Deferred Compensation Plan	$ 44,410	-	(49,292)	-	88,144
Robert C. Baird, Jr. Deferred Compensation Plan	-	-	-	-	-
R. King Milling Deferred Compensation Plan	-	-	(44,460)	38,940	88,594
William L. Marks Deferred Compensation Plan	-	-	(1,877,452)	387,472	2,916,908

POTENTIAL PAYMENTS UPON CHANGE IN CONTROL
Name	Severance Payment (1)	Executive Compensa-tion Plan Bonus (2)	Vesting of Unvested Equity Awards (3)	Retirement Plan Enhancement (4)	Benefit Continu-ation (5)	Other Benefits and Perquisites (6)	Excise Tax Gross-up (7)	Total Payments
John C. Hope, III	$ -	$537,967	$1,245,632	$1,101,923	$59,516	$54,400	$ -	$2,999,438
Thomas L. Callicutt, Jr.	857,020	306,000	379,167	400,417	25,568	54,400	-	2,022,572
John M. Turner, Jr.	299,840	355,500	539,067	286,126	94,906	54,400	-	1,629,839
Robert C. Baird, Jr.	1,531,871	337,995	436,538	304,259	71,863	54,400	-	2,736,926

2008 DIRECTOR COMPENSATION
Name	Fees Earned or Paid in Cash (1)	Stock Awards (2)	Option Awards (3)	Total
Joel B. Bullard, Jr.	$64,000	$12,352	$15,390	$ 91,742
Angus R. Cooper II	75,875	12,352	15,390	103,617
Richard B. Crowell	65,250	12,352	15,390	92,992
William A. Hines	57,250	12,352	15,390	84,992
Alfred S. Lippman	62,750	12,352	15,390	90,492
Michael L. Lomax	46,500	12,352	15,390	74,242
Eric J. Nickelsen	86,500	12,352	15,390	114,242
John G. Phillips (4)	13,375	-	-	13,375
Kathryn M. Sullivan	54,750	12,352	15,390	82,492
Dean E. Taylor	65,250	12,352	15,390	92,992
Thomas D. Westfeldt	80,250	12,352	15,390	107,992

	(a)	(b)	(c)
Plan category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by shareholders	2,650,288 (1)	$25.55(2)	2,224,159 (3)
Equity compensation plans not approved by shareholders	--	--	--
Total	2,650,288	$25.55	2,224,159