UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC  20549

FORM 10-Q

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

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes __   No __

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

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

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

As of April 30, 2010, 96,463,547 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	23
	Item 2.	Management’s Discussion and Analysis of Financial
		Condition and Results of Operations	24
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	49
	Item 4.	Controls and Procedures	49
PART II.	Other Information
	Item 1.	Legal Proceedings	50
	Item 1A.	Risk Factors	50
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
	Item 3.	Defaults upon Senior Securities	51
	Item 4.	Reserved	51
	Item 5.	Other Information	52
	Item 6.	Exhibits	52
Signature			53
Exhibit Index			54

PART 1. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
	March 31			December 31
(dollars in thousands)	2010			2009
	(Unaudited)
ASSETS
Cash and due from financial institutions	$	198,912		$	216,347
Federal funds sold and short-term investments		256,505			212,219
Loans held for sale		22,942			33,745
Investment securities
Securities available for sale		1,877,653			1,875,495
Securities held to maturity, fair values of  $169,452 and $180,384, respectively		164,654			174,945
Total investment securities		2,042,307			2,050,440
Loans, net of unearned income		8,073,498			8,403,443
Allowance for loan losses		(223,890	)		(223,671	)
Net loans		7,849,608			8,179,772
Bank premises and equipment		226,105			223,142
Goodwill		435,678			435,678
Other intangible assets		12,621			14,116
Accrued interest receivable		33,277			32,841
Other assets		502,851			493,841
Total assets	$	11,580,806		$	11,892,141
LIABILITIES
Noninterest-bearing demand deposits	$	3,298,095		$	3,301,354
Interest-bearing deposits		5,663,862			5,848,540
Total deposits		8,961,957			9,149,894
Short-term borrowings		610,344			734,606
Long-term debt		199,722			199,707
Accrued interest payable		12,598			11,908
Accrued expenses and other liabilities		119,945			114,962
Total liabilities		9,904,566			10,211,077
SHAREHOLDERS' EQUITY
Preferred stock, no par value
Authorized, 20,000,000 shares; issued and outstanding, 300,000 shares		295,291			294,974
Common stock, no par value
Authorized - 200,000,000 shares
Issued - 96,959,728 and 96,947,377 shares, respectively		2,800			2,800
Capital surplus		618,392			617,038
Retained earnings		779,158			790,481
Accumulated other comprehensive loss		(6,704	)		(11,532	)
Treasury stock at cost - 500,000 shares		(12,697	)		(12,697	)
Total shareholders' equity		1,676,240			1,681,064
Total liabilities and shareholders' equity	$	11,580,806		$	11,892,141
The accompanying notes are an integral part of these financial statements.

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WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
	Three Months Ended
	March 31
(dollars in thousands, except per share data)	2010			2009
INTEREST INCOME
Interest and fees on loans	$	100,130		$	111,814
Interest and dividends on investment securities
Taxable securities		18,817			18,851
Tax-exempt securities		1,685			2,045
Interest on federal funds sold and short-term investments		179			178
Total interest income		120,811			132,888
INTEREST EXPENSE
Interest on deposits		11,420			17,506
Interest on short-term borrowings		276			1,278
Interest on long-term debt		2,486			2,489
Total interest expense		14,182			21,273
NET INTEREST INCOME		106,629			111,615
PROVISION FOR CREDIT LOSSES		37,500			65,000
NET INTEREST INCOME AFTER PROVISION
FOR CREDIT LOSSES		69,129			46,615
NONINTEREST INCOME
Service charges on deposit accounts		8,482			9,836
Bank card fees		5,674			4,387
Trust service fees		2,908			2,966
Secondary mortgage market operations		1,882			1,835
Other noninterest income		9,301			10,242
Securities transactions		-			-
Total noninterest income		28,247			29,266
NONINTEREST EXPENSE
Employee compensation		39,044			38,592
Employee benefits		11,051			11,322
Total personnel		50,095			49,914
Net occupancy		9,945			9,676
Equipment and data processing		6,594			6,354
Legal and other professional services		5,232			4,687
Deposit insurance and regulatory fees		6,013			3,585
Telecommunication and postage		3,085			3,097
Corporate value and franchise taxes		1,698			2,371
Amortization of intangibles		1,495			2,590
Provision for valuation losses on foreclosed assets		3,088			717
Nonlegal loan collection and other foreclosed asset costs		3,173			1,259
Other noninterest expense		19,288			12,598
Total noninterest expense		109,706			96,848
INCOME (LOSS) BEFORE INCOME TAXES		(12,330	)		(20,967	)
INCOME TAX EXPENSE (BENEFIT)		(6,050	)		(9,828	)
NET INCOME (LOSS)	$	(6,280	)	$	(11,139	)
Preferred stock dividends		4,067			4,025
NET INCOME (LOSS) TO COMMON SHAREHOLDERS	$	(10,347	)	$	(15,164	)
EARNINGS (LOSS) PER COMMON SHARE
Basic	$	(.11	)	$	(.22	)
Diluted		(.11	)		(.22	)
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
Basic		96,534,425			67,465,497
Diluted		96,534,425			67,465,497
CASH DIVIDENDS PER COMMON SHARE	$	.01		$	.01
The accompanying notes are an integral part of these financial statements.

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WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
					Common						Accumulated
					Stock and						Other
(dollars and shares in thousands,	Preferred		Common		Capital			Retained			Comprehensive			Treasury
except per share data)	Stock		Shares		Surplus			Earnings			Income (Loss)			Stock			Total
Balance at December 31, 2008	$	293,706		67,345	$	400,503		$	869,918		$	(25,952	)	$	(12,697	)	$	1,525,478
Comprehensive income (loss):
Net loss		-		-		-			(11,139	)		-			-			(11,139	)
Other comprehensive income:
Unrealized net holding gain on securities,
net of reclassifications and tax		-		-		-			-			6,765			-			6,765
Net change in prior service cost or credit and
net actuarial loss on retirement plans, net of tax		-		-		-			-			2,358			-			2,358
Total comprehensive income (loss)		-		-		-			(11,139	)		9,123			-			(2,016	)
Common stock dividends, $.01 per share		-		-		-			(649	)		-			-			(649	)
Preferred stock dividend and discount accretion		317		-		-			(2,109	)		-			-			(1,792	)
Common stock issued to dividend reinvestment plan		-		37		586			-			-			-			586
Employee incentive plan common stock activity		-		-		503			-			-			-			503
Director compensation plan common stock activity		-		8		(25	)		-			-			-			(25	)
Balance at March 31, 2009	$	294,023		67,390	$	401,567		$	856,021		$	(16,829	)	$	(12,697	)	$	1,522,085
Balance at December 31, 2009	$	294,974		96,447	$	619,838		$	790,481		$	(11,532	)	$	(12,697	)	$	1,681,064
Comprehensive income (loss):
Net loss		-		-		-			(6,280	)		-			-			(6,280	)
Other comprehensive income:
Unrealized net holding gain on securities,
net of reclassifications and tax		-		-		-			-			4,075			-			4,075
Net change in prior service cost or credit and
net actuarial loss on retirement plans, net of tax		-		-		-			-			753			-			753
Total comprehensive income (loss)		-		-		-			(6,280	)		4,828			-			(1,452	)
Common stock dividends, $.01 per share		-		-		-			(976	)		-			-			(976	)
Preferred stock dividend and discount accretion		317		-		-			(4,067	)		-			-			(3,750	)
Common stock issued to dividend reinvestment plan		-		5		49			-			-			-			49
Employee incentive plan common stock activity		-		-		1,296			-			-			-			1,296
Director compensation plan common stock activity		-		8		9			-			-			-			9
Balance at March 31, 2010	$	295,291		96,460	$	621,192		$	779,158		$	(6,704	)	$	(12,697	)	$	1,676,240
The accompanying notes are an integral part of these financial statements.

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WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended
	March 31
(dollars in thousands)	2010			2009
OPERATING ACTIVITIES
Net income (loss)	$	(6,280	)	$	(11,139	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization of bank premises and equipment		5,222			5,311
Amortization of purchased intangibles		1,495			2,590
Share-based compensation earned		1,293			449
Premium amortization and discount accretion on securities, net		760			565
Provision for credit losses and losses on foreclosed assets		40,588			65,717
Net gains (losses) on asset dispositions		263			(505	)
Deferred tax benefit		(3,844	)		(13,573	)
Net (increase) decrease in loans originated and held for sale		10,803			(18,151	)
Net (increase) decrease in interest and other income receivable and prepaid expenses		(732	)		5,288
Net increase (decrease) in interest payable and accrued income taxes and expenses		2,726			(13,151	)
Other, net		(1,004	)		2,156
Net cash provided by operating activities		51,290			25,557
INVESTING ACTIVITIES
Proceeds from maturities of investment securities available for sale		144,516			127,465
Purchases of investment securities available for sale		(136,319	)		(38	)
Proceeds from maturities of investment securities held to maturity		10,265			8,968
Net decrease in loans		275,890			83,185
Net (increase) decrease in federal funds sold and short-term investments		(44,286	)		140,017
Proceeds from sales of foreclosed assets and surplus property		7,273			4,462
Purchases of bank premises and equipment		(8,053	)		(5,062	)
Other, net		(1,238	)		(30,296	)
Net cash provided by investing activities		248,048			328,701
FINANCING ACTIVITIES
Net increase (decrease) in transaction account and savings account deposits		(168,790	)		36,408
Net decrease in time deposits		(19,116	)		(85,480	)
Net decrease in short-term borrowings		(124,262	)		(368,390	)
Proceeds from issuance of long-term debt		77			11,543
Repayment of long-term debt		(11	)		(65	)
Proceeds from issuance of common stock		49			586
Cash dividends on common stock		(973	)		(11,189	)
Cash dividends on preferred stock		(3,750	)		(2,334	)
Other, net		3			26
Net cash used in financing activities		(316,773	)		(418,895	)
Decrease in cash and cash equivalents		(17,435	)		(64,637	)
Cash and cash equivalents at beginning of period		216,347			299,619
Cash and cash equivalents at end of period	$	198,912		$	234,982
Cash received during the period for:
Interest income	$	119,224		$	136,283
Cash paid during the period for:
Interest expense	$	13,541		$	21,159
Income taxes		-			-
Noncash investing activities:
Foreclosed assets received in settlement of loans	$	18,362		$	14,743
The accompanying notes are an integral part of these financial statements.

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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, 2009.  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.

- 5 -

NOTE 2

INVESTMENT SECURITIES

Summary information about securities available for sale and securities held to maturity follows.  Mortgage-backed securities are issued or guaranteed by U.S. government agencies and substantially all are backed by residential mortgages.

	Amortized		Unrealized		Unrealized		Fair
(in thousands)	Cost		Gains		Losses		Value
Securities Available for Sale
March 31, 2010
Mortgage-backed securities	$	1,677,781	$	43,599	$	648	$	1,720,732
U. S. agency securities		100,096		1,233		-		101,329
Obligations of states and political subdivisions		5,519		265		2		5,782
Other securities		49,810		-		-		49,810
Total	$	1,833,206	$	45,097	$	650	$	1,877,653
December 31, 2009
Mortgage-backed securities	$	1,673,136	$	38,435	$	2,806	$	1,708,765
U. S. agency securities		100,131		2,260		-		102,391
Obligations of states and political subdivisions		6,376		293		3		6,666
Other securities		57,673		-		-		57,673
Total	$	1,837,316	$	40,988	$	2,809	$	1,875,495
Securities Held to Maturity
March 31, 2010
Obligations of states and political subdivisions	$	164,654	$	4,834	$	36	$	169,452
Total	$	164,654	$	4,834	$	36	$	169,452
December 31, 2009
Obligations of states and political subdivisions	$	174,945	$	5,464	$	25	$	180,384
Total	$	174,945	$	5,464	$	25	$	180,384

The following summarizes securities with unrealized losses at March 31, 2010 and December 31, 2009 by the period over which the security’s fair value had been continuously less than its amortized cost as of each date.

March 31, 2010	Less than 12 Months				12 Months or Longer
	Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses
Securities Available for Sale
Mortgage-backed securities	$	231,505	$	648	$	-	$	-
Obligations of states and political subdivisions		-		-		641		2
Total	$	231,505	$	648	$	641	$	2
Securities Held to Maturity
Obligations of states and political subdivisions	$	4,353	$	36	$	-	$	-
Total	$	4,353	$	36	$	-	$	-

- 6 -

December 31, 2009	Less than 12 Months				12 Months or Longer
	Fair		Unrealized		Fair		Unrealized
(in thousands)	Value		Losses		Value		Losses
Securities Available for Sale
Mortgage-backed securities	$	504,315	$	2,806	$	-	$	-
Obligations of states and political subdivisions		235		1		406		2
Total	$	504,550	$	2,807	$	406	$	2
Securities Held to Maturity
Obligations of states and political subdivisions	$	4,279	$	25	$	-	$	-
Total	$	4,279	$	25	$	-	$	-

Management evaluates whether unrealized losses on securities represent impairment that is other than temporary.  If such impairment is identified, the carrying amount of the security is reduced with a charge to operations.  In making this evaluation, management first considers the reasons for the indicated impairment.  These could include changes in market rates relative to those available when the security was acquired, changes in market expectations about the timing of cash flows from securities that can be prepaid, and changes in the market’s perception of the issuer’s financial health and the security’s credit quality.  Management then considers the likelihood of a recovery in fair value sufficient to eliminate the indicated impairment and the length of time over which an anticipated recovery would occur, which could extend to the security’s maturity.  Finally, management determines whether there is both the ability and the intent to hold the impaired security until an anticipated recovery, in which case the impairment would be considered temporary.  In making this assessment, management considers whether the security continues to be a suitable holding from the perspective of the Company’s overall portfolio and asset/liability management strategies and whether there are other circumstances that would more likely than not require the sale of the security.

There were minimal unrealized losses at March 31, 2010, all of which were unrelated to credit quality.  In all cases, the indicated impairment would be recovered by the security’s maturity or repricing date or possibly earlier if the market price for the security increases with a reduction in the yield required by the market.  At March 31, 2010, management had both the intent and ability to hold these securities until the market-based impairment is recovered.

The following table shows the amortized cost and estimated fair value of securities available for sale and held to maturity grouped by contractual maturity as of March 31, 2010.  Debt securities with scheduled repayments, such as mortgage-backed securities, and equity securities are presented in separate totals.  The expected maturity of a security, in particular certain U.S. agency securities and obligations of states and political subdivisions, may differ from its contractual maturity because of the exercise of call options.

- 7 -

	Amortized		Fair
(in thousands)	Cost		Value
Securities Available for Sale
Within one year	$	100,836	$	102,069
One to five years		7,729		7,928
Five to ten years		1,050		1,114
After ten years		-		-
Debt securities with single maturities		109,615		111,111
Mortgage-backed securities		1,677,781		1,720,732
Equity securities		45,810		45,810
Total	$	1,833,206	$	1,877,653
Securities Held to Maturity
Within one year	$	9,540	$	9,645
One to five years		68,969		71,338
Five to ten years		60,268		61,808
After ten years		25,877		26,661
Total	$	164,654	$	169,452

Securities with carrying values of $1.30 billion at March 31, 2010 and $1.39 billion at December 31, 2009 were sold under repurchase agreements, pledged to secure public deposits or pledged for other purposes.

NOTE 3

LOANS

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

	March 31				December 31
(in thousands)	2010				2009
Commercial & industrial	$	2,869,206	36	%	$	3,075,340	37	%
Owner-occupied real estate		1,069,191	13			1,079,487	13
Total commercial & industrial		3,938,397	49			4,154,827	50
Commercial construction, land & land development		1,479,518	18			1,537,155	18
Other commercial real estate		1,216,417	15			1,246,353	15
Total commercial real estate		2,695,935	33			2,783,508	33
Residential mortgage		1,014,982	13			1,035,110	12
Consumer		424,184	5			429,998	5
Total		8,073,498	100	%	$	8,403,443	100	%

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NOTE 4

ALLOWANCE FOR LOAN LOSSES AND RESERVE FOR LOSSES ON UNFUNDED CREDIT

COMMITMENTS

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

	Three Months Ended
	March 31
(in thousands)	2010			2009
Allowance at beginning of period	$	223,671		$	161,109
Provision for credit losses		37,300			65,000
Loans charged off		(39,987	)		(33,829	)
Recoveries		2,906			1,899
Net charge-offs		(37,081	)		(31,930	)
Allowance at end of period	$	223,890		$	194,179

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

	Three Months Ended
	March 31
(in thousands)	2010		2009
Reserve at beginning of period	$	2,200	$	800
Provision for credit losses		200		-
Reserve at end of period	$	2,400	$	800

NOTE 5

IMPAIRED LOANS, NONPERFORMING LOANS, FORECLOSED ASSETS AND SURPLUS PROPERTY

Information on loans evaluated for possible impairment loss follows.

	March 31		December 31
(in thousands)	2010		2009
Impaired loans:
Requiring a loss allowance	$	297,065	$	277,421
Not requiring a loss allowance		65,872		67,572
Total recorded investment in impaired loans	$	362,937	$	344,993
Impairment loss allowance required	$	47,687	$	51,462

The following is a summary of nonperforming loans and foreclosed assets and surplus property.  All of the impaired loans summarized above are included in the nonperforming loan totals.

	March 31		December 31
(in thousands)	2010		2009
Loans accounted for on a nonaccrual basis	$	436,680	$	414,075
Restructured loans accruing		-		-
Total nonperforming loans	$	436,680	$	414,075
Foreclosed assets and surplus property	$	60,879	$	52,630

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NOTE 6

DEPOSITS

The composition of deposits was as follows.

	March 31		December 31
(in thousands)	2010		2009
Noninterest-bearing demand deposits	$	3,298,095	$	3,301,354
Interest-bearing deposits:
NOW account deposits		1,161,120		1,299,274
Money market deposits		1,767,818		1,823,548
Savings deposits		868,488		840,135
Other time deposits		745,435		799,142
Time deposits $100,000 and over		1,121,001		1,086,441
Total interest-bearing deposits		5,663,862		5,848,540
Total deposits	$	8,961,957	$	9,149,894

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 $159 million at March 31, 2010 and $151 million at December 31, 2009.  Most of these deposits mature on a daily basis.

NOTE 7

SHORT-TERM BORROWINGS

Short-term borrowings consisted of the following.

	March 31		December 31
(in thousands)	2010		2009
Securities sold under agreements to repurchase	$	596,149	$	711,896
Federal funds purchased		6,895		15,810
Treasury Investment Program		7,300		6,900
Total short-term borrowings	$	610,344	$	734,606

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

Federal funds purchased 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, and the Bank pledges securities as collateral.

From time to time, the Bank uses advances from the Federal Home Loan Bank (FHLB) as an additional source of short-term funds, although no advances were outstanding at March 31, 2010 or December 31, 2009.  FHLB advances are secured by a blanket lien on Bank loans secured by real estate.

- 10 -

NOTE 8

OTHER ASSETS AND ACCRUED EXPENSES AND OTHER LIABILITIES

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

	March 31		December 31
(in thousands)	2010		2009
Other Assets
Cash surrender value of life insurance	$	175,052	$	174,296
Net deferred income tax asset		87,005		85,825
Prepaid FDIC insurance assessments		63,292		68,012
Foreclosed assets and surplus property		60,879		52,630
Recoverable income taxes		36,008		32,942
Low-income housing tax credit fund investments		8,837		9,503
Other prepaid expenses		11,436		9,582
Miscellaneous investments, receivables and other assets		60,342		61,051
Total other assets	$	502,851	$	493,841
Accrued Expenses and Other Liabilities
Trade date obligations	$	30,446	$	30,060
Accrued taxes and other expenses		23,016		20,063
Dividend payable		834		832
Liability for pension benefits		22,452		23,170
Obligation for postretirement benefits other than pensions		19,018		19,043
Reserve for losses on unfunded credit commitments		2,400		2,200
Reserve for losses on loan repurchase obligations		4,500		-
Miscellaneous payables, deferred income and other liabilities		17,279		19,594
Total accrued expenses and other liabilities	$	119,945	$	114,962

Life insurance policies purchased under a bank-owned life insurance program 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.

Recent bank failures and economic conditions have put pressure on deposit insurance reserve ratios and led the FDIC to require that insured banks prepay an estimate of their deposit insurance premiums for the years 2010 through 2012.  These premiums are normally assessed and collected on a quarterly basis.  This prepayment does not affect how the Bank determines and reports FDIC insurance expense.

The total for miscellaneous investments, receivables and other assets at March 31, 2010 and December 31, 2009, included approximately $25 million of investments in auction rate securities (ARS), which are investment grade securities with underlying holdings of municipal securities.  The ARS were purchased at par from brokerage customers to provide a source of liquidity.  Disruptions in the broader credit markets led to failed auctions in the ARS market and a resulting period of illiquidity.  While management believes the ARS will be redeemed at par, the actual timing of redemptions is uncertain.  These investments are carried at their estimated fair values.

The reserve for losses on mortgage loan repurchase obligations is discussed below in Note 14.

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NOTE 9

OTHER NONINTEREST INCOME

The components of other noninterest income were as follows.

	Three Months Ended
	March 31
(in thousands)	2010			2009
Investment services income	$	1,540		$	1,395
Credit-related fees		1,685			1,550
ATM fees		1,128			1,591
Other fees and charges		1,279			1,327
Earnings from bank-owned life insurance program		1,629			1,748
Other operating income		1,458			1,003
Net gains on sales and other revenue from foreclosed assets		588			1,005
Net gains (losses) on disposals of surplus property		(6	)		623
Total	$	9,301		$	10,242

NOTE 10

OTHER NONINTEREST EXPENSE

The components of other noninterest expense were as follows.

	Three Months Ended
	March 31
(in thousands)	2010		2009
Security and other outsourced services	$	4,767	$	4,136
Advertising and promotion		1,571		980
Bank card processing services		1,540		997
Operating supplies		838		1,064
Loss on mortgage loan repurchase obligations		4,500		-
Miscellaneous operating losses		257		788
Other operating expenses		5,815		4,633
Total	$	19,288	$	12,598

The loss on mortgage loan repurchase obligations is discussed below in Note 14.

NOTE 11

EMPLOYEE RETIREMENT BENEFIT PLANS

Retirement Income Plans

Whitney has a noncontributory qualified defined-benefit pension plan.  In 2008, the qualified plan was amended (a) to limit eligibility to those employees who were employed on December 31, 2008 and (b) to freeze benefit accruals for all participants other than those who were fully vested and whose age and years of benefit service combined equaled at least 50 as of December 31, 2008.  Whitney also has an unfunded nonqualified defined-benefit pension plan that provides retirement benefits to designated executive officers.

The Company has contributed $2.1 million to the qualified plan in 2010 through the end of the first quarter and, based on currently available information, anticipates making additional contributions totaling approximately $6.4 million for the remainder of the year.

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The components of net periodic pension expense were as follows for the combined qualified and nonqualified plans.

	Three Months Ended
	March 31
(in thousands)	2010			2009
Service cost for benefits in period	$	1,789		$	1,809
Interest cost on benefit obligation		3,064			2,767
Expected return on plan assets		(3,244	)		(2,739	)
Amortization of:
Net actuarial loss		1,061			1,498
Prior service cost (credit)		80			(2	)
Net  periodic pension expense	$	2,750		$	3,333

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 pension 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 pension 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 2007, Whitney amended these plans to restrict eligibility for postretirement health benefits to retirees already receiving benefits and to those active participants who were eligible to receive benefits by December 31, 2007.  The amendment also eliminated the life insurance benefit for employees who retire after December 31, 2007.  The net periodic expense for postretirement benefits was immaterial in the first quarter of both 2010 and 2009.

NOTE 12

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, 2009.  No significant share-based compensation awards were made during the first quarter of 2010.

The Company recognized share-based compensation expense of $1.3 million ($.8 million after-tax) in the first quarter of 2010 and $.5 million ($.3 million after-tax) in the first quarter of 2009.

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NOTE 13

GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill is tested for impairment at least annually.  The impairment test compares the estimated fair value of a reporting unit with its net book value.  Whitney has assigned all goodwill to one reporting unit that represents the overall banking operations.  The fair value of the reporting unit is based on valuation techniques that market participants would use in the acquisition of the whole unit, such as estimated discounted cash flows, the quoted market price of Whitney’s common stock including an estimated control premium, and observable average price-to-earnings and price-to-book multiples of our competitors.  No indication of goodwill impairment was identified in the annual assessment as of September 30, 2009.  Given the current economic environment and potential for volatility in the fair value estimate, management has been updating the impairment test for goodwill quarterly throughout 2009 and into 2010.  No indication of goodwill impairment was identified in the tests as of March 31, 2010 and December 31, 2009.  For the most recent impairment test, the discounted cash flow analysis resulted in a fair value estimate approximately 5% higher than book value.  Either a 7 basis point reduction in the expected net interest margin, a .50% lower projected growth rate or a .35% higher discount rate would reduce the estimated fair value by 5%.

Management will continue to update its impairment analysis as circumstances change in this environment of volatile and unpredictable market conditions.  As a result, it is possible that a noncash goodwill impairment charge may be required in future periods.

NOTE 14

CONTINGENCIES

Legal Proceedings

The Company and its subsidiaries are parties to various legal proceedings arising in the ordinary course of business.  After reviewing pending and threatened actions with legal counsel, management believes that the ultimate resolution of these actions will not have a material effect on Whitney’s financial condition, results of operations or cash flows.

Reserve for Losses on Mortgage Loan Repurchase Obligations

During the first quarter of 2010, the Company established a $4.5 million reserve for estimated losses on mortgage loan repurchase obligations associated with certain loans that were originated and sold by an acquired entity.  The Bank has received repurchase demands from investors claiming loan defects that are covered by the standard representations and warranties in mortgage loan sale contracts executed by the acquired entity before the date of the acquisition.  In determining the loss reserve estimate, management investigated the investor claims and the nature and cause of the underlying defects and evaluated the potential for additional claims associated with the loan origination and sale activities of the acquired entity.  The Bank has incurred no losses stemming from the representations and warranties it makes in its own secondary mortgage market operations and historically has not maintained a loss reserve for repurchase obligations.

The reserve for losses on mortgage loan repurchase obligations is reported with accrued expenses and other liabilities in the consolidated balance sheets and the corresponding expense is reported with other noninterest expense in the consolidated income statements.

- 14 -

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.  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.  Visa has made additional cash contributions to the escrow account subsequent to the initial funding.  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 approximates management’s current estimate of the value of the Company’s indemnification obligation.  The amount of offering proceeds and other cash contributions to the escrow account 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 15

SHAREHOLDERS’ EQUITY AND REGULATORY MATTERS

Common Stock Offering

During the fourth quarter of 2009, Whitney announced and completed an underwritten public offering of the Company’s common stock.  The underwriters purchased 28.75 million shares at a public offering price of $8.00 per share.  The net proceeds to the Company after deducting offering expenses and underwriting discounts and commissions totaled $218 million.

Senior Preferred Stock

In December 2008, Whitney issued 300,000 shares of senior preferred stock to the U.S. Department of Treasury (Treasury) under the Capital Purchase Program (CPP) established under the Troubled Asset Relief Program (TARP) that was created as part of the Emergency Economic Stabilization Act of 2008 (EESA).  Treasury also received a ten-year warrant to purchase 2,631,579 shares of Whitney common stock at an exercise price of $17.10 per share.  The aggregate proceeds were $300 million, and the total capital raised qualifies as Tier 1 regulatory capital and can be used in calculating all regulatory capital ratios.

Whitney may not declare or pay dividends on its common stock or, with certain exceptions, repurchase common stock without first having paid all accrued cumulative preferred dividends that are due to Treasury.  For three years from the preferred stock issue date, the Company also may not increase its common stock dividend rate above a quarterly rate of $.31 per share or repurchase its common shares without Treasury’s consent, unless Treasury has transferred all the preferred shares to third parties or the preferred stock has been redeemed.

Regulatory Capital Requirements

Measures of regulatory capital are an important tool used by regulators to monitor the financial health of financial institutions.  The primary quantitative measures used by regulators to gauge capital adequacy are the ratio of Tier 1 regulatory capital to average total assets, also known as the leverage ratio, and the ratios of Tier 1 and total regulatory capital to risk-weighted assets.  The regulators define the components and computation of each of these ratios.  The minimum capital ratios for both the Company and the Bank are generally 4% leverage, 4% Tier 1 capital and 8% total capital.

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To evaluate capital adequacy, regulators compare an institution’s regulatory capital ratios with their agency guidelines, as well as with the guidelines established as part of the uniform regulatory framework for prompt corrective supervisory action toward insured institutions.  In reaching an overall conclusion on capital adequacy or assigning an appropriate classification under the uniform framework, regulators must also consider other subjective and quantitative assessments of risk associated with the institution.  Regulators will take certain mandatory as well as possible additional discretionary actions against institutions that they judge to be inadequately capitalized.  These actions could materially impact the institution’s financial position and results of operations.

Under the regulatory framework for prompt corrective action, the capital levels of banks are categorized into one of five classifications ranging from well-capitalized to critically under-capitalized.  For an institution to be eligible to be classified as “well-capitalized,” its leverage, Tier 1 and total capital ratios must be at least 5%, 6% and 10%, respectively.  If an institution fails to maintain a well-capitalized classification, it will be subject to a series of operating restrictions that increase as the capital condition worsens.

Regulators may, however, set higher capital requirements for an individual institution when particular circumstances warrant.  As a result of the current difficult operating environment and recent operating losses, the Bank has committed to its primary regulator that it will maintain higher capital ratios with a leverage ratio of at least 8%, a Tier 1 regulatory capital ratio of at least 9%, and a total capital ratio of at least 12%.  As of March 31, 2010, the Bank’s regulatory capital ratios exceeded the requisite capital levels to both satisfy these target minimums and to qualify as well-capitalized by its regulators, with a leverage ratio of 8.51%, a Tier 1 capital ratio of 10.25% and a total capital ratio of 13.14%.

Bank holding companies must also have at least a 6% Tier 1 capital ratio and a 10% total capital ratio to be considered well-capitalized for various regulatory purposes.  As of March 31, 2010, the Company had the requisite capital levels to qualify as well-capitalized by its regulators.

Regulatory Restrictions on Dividends

At March 31, 2010, the Company had approximately $234 million in cash and demand notes from the Bank available to provide liquidity for future dividend payments to its common and preferred shareholders and other corporate purposes.  Regulatory policy statements provide that generally bank holding companies should only pay dividends out of current operating earnings and that the level of dividends, if any, must be consistent with current and expected capital requirements. The Company must currently obtain regulatory approval before increasing the common dividend rate above the current quarterly level of $.01 per share.

Dividends received from the Bank have been the primary source of funds available to the Company for the declaration and payment of dividends to Whitney’s shareholders, both common and preferred.  There are various regulatory and statutory provisions that limit the amount of dividends that the Bank can distribute to the Company.  Because of recent losses, the Bank currently has no capacity to declare dividends to the Company without prior regulatory approval.

- 16 -

NOTE 16

EARNINGS (LOSS) PER COMMON SHARE

The Financial Accounting Standards Board (FASB) has 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.  Whitney has awarded share-based payments that are considered participating securities under this guidance.  The two-class method allocates earnings to each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings.

The components used to calculate basic and diluted earnings (loss) per common share under the two-class method were as follows.  The net loss was not allocated to participating securities because the securities bear no contractual obligation to fund or otherwise share in losses.  Potential common shares consist of employee and director stock options, unvested restricted stock units awarded to employees without dividend rights, and stock warrants issued to Treasury in December 2008.  These potential common shares do not enter into the calculation of diluted earnings per share if the impact would be anti-dilutive, i.e., increase earnings per share or reduce a loss per share.

		Three Months Ended
		March 31
(dollars in thousands, except per share data)		2010			2009
Numerator:
Net income (loss)		$	(6,280	)	$	(11,139	)
Preferred stock dividends			4,067			4,025
Net income (loss) to common shareholders			(10,347	)		(15,164	)
Net income (loss) allocated to participating securities – basic and diluted			-			-
Net income (loss) allocated to common shareholders – basic and diluted	A	$	(10,347	)	$	(15,164	)
Denominator:
Weighted-average common shares – basic	B		96,534,425			67,465,497
Dilutive potential common shares			-			-
Weighted-average common shares – diluted	C		96,534,425			67,465,497
Earnings (loss) per common share:
Basic	A/B	$	(.11	)	$	(.22	)
Diluted	A/C		(.11	)		(.22	)
Weighted-average anti-dilutive potential common shares:
Stock options and restricted stock units			2,114,838			2,586,948
Warrants			2,631,579			2,631,579

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NOTE 17

OFF-BALANCE SHEET FINANCIAL INSTRUMENTS AND DERIVATIVES

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 not all are 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.  Approximately 96% of the letters of credit outstanding at March 31, 2010 were rated as having average or better credit risk under the Bank’s credit risk rating guidelines.  A majority of standby letters of credit outstanding at March 31, 2010 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.

	March 31		December 31
(in thousands)	2010		2009
Loan commitments – revolving	$	2,360,288	$	2,296,865
Loan commitments – nonrevolving		285,728		239,313
Credit card and personal credit lines		576,082		560,116
Standby and other letters of credit		355,795		364,294

Derivative Financial Instruments

During 2009, the Bank began offering interest rate swap agreements to commercial banking customers seeking to manage their interest rate risk.  For each customer swap agreement, the Bank has entered into an offsetting agreement with an unrelated financial

- 18 -

institution.  These derivative financial instruments are carried at fair value, with changes in fair value recorded in current period earnings.  The aggregate notional amounts of both customer interest rate swap agreements and the offsetting agreements were each $72.2 million at March 31, 2010 and each $30.4 million at December 31, 2009.  The fair value of these derivatives and the credit risk exposure to the Bank was insignificant at March 31, 2010 and December 31, 2009.

NOTE 18

FAIR VALUE DISCLOSURES

The FASB defines 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.  This accounting guidance also emphasizes that fair value is a market-based measurement and not an entity-specific measurement and established 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.  Mortgage-backed securities are issued or guaranteed by U.S. government agencies and substantially all are backed by residential mortgages.  Nonmarketable equity securities (Federal Reserve Bank and Federal Home Loan Bank stock) that are carried at cost are not included below.  These equity securities totaled $46 million at March 31, 2010 and $53 million at December 31, 2009.  The Level 2 fair value measurement below was obtained from a third-party pricing service that uses industry-standard pricing models.  Substantially all the model inputs are observable in the marketplace or can be supported by observable data.

	Fair Value Measurement Using
(in millions)	Level 1		Level 2		Level 3
March 31, 2010
Investment securities available for sale:
Mortgage-backed securities		-	$	1,721		-
U. S. agency securities		-		101		-
Other debt securities		-		10		-
December 31, 2009
Investment securities available for sale:
Mortgage-backed securities		-	$	1,709		-
U. S. agency securities		-		102		-
Other debt securities		-		11		-

- 19 -

The fair value of interest rate swaps is obtained from a third-party pricing service that uses an industry-standard discounted cash flow model that relies on inputs, such as interest rate futures, observable in the marketplace.  To comply with the accounting guidance, credit valuation adjustments are incorporated in the fair values to appropriately reflect nonperformance risk for both the Company and counterparties.  Although the Company has determined that the majority of the inputs used to value derivative instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments utilize Level 3 inputs, such as estimates of current credit spreads.  The Company has determined that the impact of the credit valuation adjustments is not significant to the overall valuation of these derivatives.  As a result, the Company has classified its derivative valuations in their entirety in Level 2 of the fair value hierarchy.  At March 31, 2010 and December 31, 2009, the derivative fair values were insignificant.

Certain assets and liabilities may be measured at fair value on a nonrecurring basis; that is, the instruments are not measured and reported at fair value on an ongoing basis, but are subject to fair value adjustments in certain circumstances.  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 to 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 $234 million at March 31, 2010 and $214 million at December 31, 2009.  The portion of the allowance for loan losses allocated to these loans totaled $43 million at March 31, 2010 and $36 million at year-end 2009.  The recorded investment in such loans was written down by $25 million during the first quarter of 2010 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.

Accounting guidance from the FASB requires the disclosure of estimated fair value information about certain on- and off-balance sheet financial instruments, including those financial instruments that are not measured and reported at fair value on a recurring basis or nonrecurring basis.  The significant methods and assumptions used by the Company to estimate the fair value of financial instruments are discussed below.  The aggregate fair value amounts presented do not, and are not intended to, represent an aggregate measure of the underlying fair value of the Company.

Cash, federal funds sold and short-term investments and short-term borrowings – The carrying amounts of these highly liquid or short maturity financial instruments were considered a reasonable estimate of fair value.

Investment in securities available for sale and held to maturity – The fair value measurement for securities available for sale was discussed earlier.  The same measurement approach was used for securities held to maturity, which consist of obligations of states and political subdivisions.

Loans – The fair value measurement for certain impaired loans was discussed earlier.  For the remaining portfolio, fair values were generally determined by discounting scheduled cash flows by discount rates determined with reference to current market rates at which loans with similar terms would be made to borrowers of similar credit quality, including adjustments that management believes market participants would consider in setting required yields on loans

- 20 -

from certain portfolio sectors and geographic regions. An overall valuation adjustment was made for specific credit risks as well as general portfolio credit risk.

Deposits – The FASB’s guidance requires that deposits without a stated maturity, such as noninterest-bearing demand deposits, NOW account deposits, money market deposits and savings deposits, be assigned fair values equal to the amounts payable upon demand (carrying amounts).  Deposits with a stated maturity were valued by discounting contractual cash flows using a discount rate approximating current market rates for deposits of similar remaining maturity.

Long-term debt – The fair value of long-term debt was estimated by discounting contractual payments at current market interest rates for similar instruments.

Derivative financial instruments – The fair value measurement for interest rate swaps was discussed earlier.

Off-balance sheet financial instruments – Off-balance sheet financial instruments include commitments to extend credit and guarantees under standby and other letters of credit.  The fair values of such instruments were estimated using fees currently charged for similar arrangements in the market, adjusted for changes in terms and credit risk as appropriate.  The estimated fair values of these instruments were not material.

The estimated fair values of the Company’s financial instruments follow.

	March 31, 2010				December 31, 2009
	Carrying		Fair		Carrying		Fair
(in millions)	Amount		Value		Amount		Value
ASSETS:
Cash and short-term investments	$	455	$	455	$	429	$	429
Investment securities available for sale (a)		1,832		1,832		1,822		1,822
Investment securities held to maturity		165		169		175		180
Loans held for sale		23		23		34		34
Loans, net		7,850		7,764		8,180		8,085
Derivative financial instruments		1		1		-		-
LIABILITIES:
Deposits		8,962		8,969		9,150		9,159
Short-term borrowings		610		610		735		735
Long-term debt		200		188		200		178
Derivative financial instruments		1		1		-		-
(a) Excludes nonmarketable equity securities carried at cost.

- 21 -

NOTE 19

ACCOUNTING STANDARDS DEVELOPMENTS

In January 2010, the FASB issued amended guidance on the disclosure of fair value measurements that added new disclosures and clarified certain existing disclosure requirements.  The amended guidance requires disclosure of the amount of and the reason for any significant transfers between Level 1 and Level 2 of the fair value hierarchy as well as the policy for determining when transfers between levels are recognized.  The guidance also requires a more detailed breakdown of the information presented in the reconciliation of the beginning and ending balance of Level 3 fair value measurements, including separate information on purchases, sales, issuances, settlements and transfers in or out.  The FASB clarified the requirement to disclose valuation techniques and inputs for recurring and nonrecurring fair value measurements as well the guidance on how assets and liabilities should be disaggregated for the fair value measurement disclosures.  Most of this amended guidance if effective for Whitney beginning in 2010, except the more detailed reconciliation of Level 3 measurements which is effective for 2011.

In June 2009, the FASB amended its guidance on accounting for transfers of financial assets.  The amended guidanceeliminates the concept of qualifying special-purpose entities and requires that these entities be evaluated for consolidation under applicable accounting guidance, and it also removes the exception that permitted sale accounting for certain mortgage securitizations when control over the transferred assets had not been surrendered.  Based on this new standard, many types of transferred financial assets that would previously have been derecognized will now remain on the transferor’s financial statements.  The guidance also requires enhanced disclosures about transfers of financial assets and the transferor’s continuing involvement with those assets and related risk exposure.  The new guidance was effective for Whitney beginning in 2010.  Adoption of this new guidance did not have a significant impact on the Company’s financial condition or results of operations.

Also in June 2009, the FASB issued amended guidance on accounting for variable interest entities (VIEs).  This guidancereplaces the quantitative-based risks and rewards calculation for determining which enterprise might have a controlling financial interest in a VIE.  The new, more qualitative evaluation focuses on who has the power to direct the significant economic activities of the VIE and also has the obligation to absorb losses or rights to receive benefits from the VIE.  It also requires an ongoing reassessment of whether an enterprise is the primary beneficiary of a VIE and calls for certain expanded disclosures about an enterprise’s involvement with VIEs.  The new guidance was also effective for Whitney’s 2010 fiscal year and did not have a significant impact on the Company’s financial condition or results of operations.

- 22 -

WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
SELECTED FINANCIAL DATA
(Unaudited)
	2010			2009
(dollars in thousands, except per share data)	First Quarter				Fourth Quarter			Third Quarter			Second Quarter			First Quarter
QUARTER-END BALANCE SHEET DATA
Total assets	$	11,580,806			$	11,892,141		$	11,656,468		$	11,975,082		$	12,020,481
Earning assets		10,395,252				10,699,847			10,561,425			10,861,061			10,908,643
Loans		8,073,498				8,403,443			8,476,989			8,791,840			8,953,307
Investment securities		2,042,307				2,050,440			2,005,881			1,942,365			1,889,161
Noninterest-bearing deposits		3,298,095				3,301,354			3,130,426			3,081,617			3,176,783
Total deposits		8,961,957				9,149,894			8,880,377			9,144,041			9,212,361
Shareholders' equity		1,676,240				1,681,064			1,465,431			1,487,994			1,522,085
AVERAGE BALANCE SHEET DATA
Total assets	$	11,656,777			$	11,733,149		$	11,796,108		$	12,140,311		$	12,159,252
Earning assets		10,482,211				10,635,573			10,723,215			11,062,643			11,054,605
Loans		8,210,283				8,434,397			8,661,806			8,945,911			9,068,755
Investment securities		2,008,095				2,025,103			1,966,020			1,906,932			1,885,158
Noninterest-bearing deposits		3,260,794				3,222,748			3,083,404			3,082,248			3,150,615
Total deposits		9,026,703				9,017,220			9,076,350			9,212,882			9,119,000
Shareholders' equity		1,684,537				1,629,312			1,485,525			1,520,609			1,533,293
INCOME STATEMENT DATA
Interest income	$	120,811			$	126,739		$	128,657		$	131,014		$	132,888
Interest expense		14,182				15,348			18,803			20,442			21,273
Net interest income		106,629				111,391			109,854			110,572			111,615
Net interest income (TE)		107,584				112,396			110,975			111,820			112,924
Provision for credit losses		37,500				39,500			80,500			74,000			65,000
Noninterest income		28,247				29,026			29,227			32,431			29,266
Net securities gains in noninterest income		-				139			195			-			-
Noninterest expense		109,706				104,143			103,596			111,807			96,848
Net income (loss)		(6,280	)			318			(30,024	)		(21,301	)		(11,139	)
Net income (loss) to common shareholders		(10,347	)			(3,749	)		(34,091	)		(25,368	)		(15,164	)
KEY RATIOS
Return on average assets		(.22	) %			.01	%		(1.01	) %		(.70	) %		(.37	) %
Return on average shareholders' equity		(3.02	)			(1.11	)		(11.36	)		(8.30	)		(4.96	)
Net interest margin		4.15				4.20			4.11			4.05			4.13
Average loans to average deposits		90.96				93.54			95.43			97.10			99.45
Efficiency ratio		80.77				73.71			73.99			77.51			68.11
Annualized expense to average assets		3.76				3.55			3.51			3.68			3.19
Allowance for loan losses to loans		2.77				2.66			2.81			2.50			2.17
Annualized net charge-offs to average loans		1.81				2.59			2.86			2.09			1.41
Nonperforming assets to loans plus foreclosed
assets and surplus property, end of period		6.12				5.52			5.34			5.17			4.50
Average shareholders' equity to average assets		14.45				13.89			12.59			12.53			12.61
Tangible common equity to tangible assets		8.38				8.18			6.42			6.42			6.68
Leverage ratio, end of period		10.61				11.05			8.99			9.21			9.47
COMMON SHARE DATA
Earnings (loss) per share
Basic	$	(.11	)		$	(.04	)	$	(.50	)	$	(.38	)	$	(.22	)
Diluted		(.11	)			(.04	)		(.50	)		(.38	)		(.22	)
Cash dividends per share	$	.01			$	.01		$	.01		$	.01		$	.01
Book value per share	$	14.32			$	14.37		$	17.30		$	17.63		$	18.22
Tangible book value per share	$	9.67			$	9.71		$	10.63		$	10.93		$	11.46
Trading data
High sales price	$	14.53			$	9.69		$	11.27		$	15.33		$	16.16
Low sales price		9.05				7.78			7.94			8.33			8.17
End-of-period closing price		13.79				9.11			9.54			9.16			11.45
Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
The efficiency ratio is noninterest expense divided by total net interest (TE) and noninterest income (excluding securities transactions).
The tangible common equity to tangible assets ratio is total shareholders' equity less preferred stock and intangible assets divided by
total assets less intangible assets.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF

 FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The purpose of this discussion and analysis is to focus on significant changes in the financial condition of Whitney Holding Corporation (the Company or Whitney) and its subsidiaries from December 31, 2009 to March 31, 2010 and on their results of operations during the first quarters of 2010 and 2009.  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, 2009.

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, and these statements are intended to be covered by the safe harbor provided by the same.  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, including economic conditions; (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) comments on the anticipated dividend capacity of the Company and the Bank; (e) discussion of the performance of Whitney’s net interest income assuming certain conditions; (f) discussion of factors affecting trends in certain categories of noninterest income; and (g) comments on expected changes in certain categories of noninterest expense.

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:

·   the continued deterioration of general economic and business conditions in the United States and in the regions and the communities Whitney serves;

·   further declines in the values of residential and commercial real estate, which may increase Whitney’s credit losses;

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

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·   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;

·   Whitney’s ability to manage disruptions in the credit and lending markets, including the impact on its business and on the businesses of its customers as well as other financial institutions with which Whitney has commercial relationships;

·   Whitney’s ability to comply with any requirements imposed on the Company and the Bank by their respective regulators, and the potential negative consequences that may result;

·   the occurrence of natural disasters, acts of war or terrorism, or other disasters, such as the recent oil leak in the Gulf of Mexico, that directly or indirectly affect the financial health of Whitney’s customer base;

·   changes in laws and regulations, including increases in regulatory capital requirements, 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 the acceptance of such products and services by the Bank’s customers;

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

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

·   the effectiveness of Whitney’s responses to unexpected changes; and

·   those other factors identified and discussed in this quarterly report on Form 10-Q and in Whitney’s other 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.

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OVERVIEW OF RECENT TRENDS IN FINANCIAL PERFORMANCE

Whitney recorded a net loss of $6.3 million for the quarter ended March 31, 2010 compared to net income of $318,000 for the fourth quarter of 2009 and a net loss of $11.1 million for the first quarter of 2009.  Including dividends on preferred stock, the loss to common shareholders was $10.3 million, or $.11 per diluted common share, for the first quarter of 2010.  This compares to a loss of $3.7 million, or $.04 per diluted share, in the fourth quarter of 2009 and $15.2 million, or $.22 per diluted share, in 2009’s first quarter.

Loans and Earning Assets

Total loans at the end of the first quarter of 2010 were down $330 million, or 4%, from December 31, 2009.  Most of the decrease was within the commercial and industrial (C&I) portfolio, but there were reductions in all portfolio segments and geographic regions.  As was anticipated and previously disclosed, economic conditions restrained loan demand throughout 2009 and into 2010.  Whitney continues to seek and fund new credit relationships and to renew existing ones, but the level of overall demand has been insufficient to cover repayments and maturities along with charge-offs, foreclosures and other problem loan resolutions.  Management believes this situation will continue through the first half of 2010 with hope for some slow growth during the second half of the year in an economy beginning to recover and strengthen.

Average loans for the first quarter of 2010 totaled $8.2 billion, down $224 million, or 3%, compared to the fourth quarter of 2009.  Average earning assets of $10.5 billion in the current period were down almost 1.5% compared to the fourth quarter of 2009.

Deposits and Funding

Average deposits in the first quarter of 2010 were essentially unchanged from the fourth quarter of 2009.  Total deposits of $9.0 billion at March 31, 2010 were down $188 million, or 2%, compared to December 31, 2009.  Year-end deposit balances included some seasonal inflows.  Noninterest-bearing demand deposits of $3.3 billion at March 31, 2010 were unchanged from year-end 2009.  These demand deposits comprised 36% of total average deposits and funded 31% of average earning assets for the first quarter of 2010.  The percentage of funding from all noninterest-bearing sources totaled 37%.

Net Interest Income

The lower level of earning assets, largely a result of weak loan demand, was the main factor behind the decrease of $4.8 million, or 4%, in Whitney’s net interest income (TE) for the first quarter of 2010 compared to the fourth quarter of 2009, although having fewer days in the current period accounted for almost $2 million of the decrease.  The net interest margin (TE) of 4.15% contracted 5 basis points from the fourth quarter of 2009 reflecting mainly the reduced level of loans in the earning asset mix.  Funding costs and loan yields were relatively stable between these quarters.

Provision for Credit Losses and Credit Quality

Whitney provided $37.5 million for credit losses in the first quarter of 2010, down $2.0 million, or 5%, from $39.5 million in the fourth quarter of 2009, and down $27.5 million, or 42%, from the first quarter of 2009.  Net loan charge-offs in the first quarter of 2010 were $37.1 million, or 1.81% of average loans on an annualized basis, compared to $54.5 million, or 2.59% of average loans, in the fourth quarter of 2009.  Approximately $30 million of the provision and $31 million of the gross charge-offs in 2010’s first quarter came from the Company’s Florida

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and Alabama markets and were predominantly real estate-related.  The Louisiana and Texas portfolios are performing as would be expected as the overall economy emerges from a prolonged recession, and these portfolios, while remaining under stress and contributing to the elevated level of criticized loans, have not had as significant an impact on the Company’s overall credit loss provision and charge-offs.

Noninterest Income

Noninterest income for the first quarter of 2010 decreased 3%, or $.8 million, compared to the fourth quarter of 2009.  Deposit service charge income was down 7%, or $.6 million, primarily from reductions in commercial account analysis activity and return item and overdraft activity.  Return item and overdraft fees are expected to trend lower as new consumer protection regulations are implemented in the third quarter of 2010.  Secondary mortgage market fee income was down 16%, or $.4 million, with lower production related mainly to a slowdown in refinancing activity.

Noninterest Expense

Total noninterest expense for the first quarter of 2010 increased $5.6 million, or 5%, from the fourth quarter of 2009.  The increase is related mainly to the $4.5 million loss on mortgage loan repurchase obligations associated with certain mortgage loans that had been originated and sold by an acquired entity before the acquisition date.   Total personnel expense for the first quarter of 2010 increased $.6 million, or 1%, from the fourth quarter of 2009.  Employee compensation was up $.7 million mainly as a result of revised estimates to 2009 annual sales-based incentive plan compensation in the fourth quarter of 2009.  Employee benefits declined $.1 million.

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FINANCIAL CONDITION

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

Loan Portfolio Developments

Total loans at the end of the first quarter of 2010 were down $330 million, or 4%, from December 31, 2009.  Most of the decrease was within the commercial and industrial (C&I) portfolio, but there were reductions in all portfolio segments and geographic regions.  As was anticipated and previously disclosed, economic conditions restrained loan demand throughout 2009 and into 2010.  Whitney continues to seek and fund new credit relationships and to renew existing ones, but the level of overall demand has been insufficient to cover repayments and maturities along with charge-offs, foreclosures and other problem loan resolutions.  Management believes this situation will continue through the first half of 2010 with hope for some slow growth during the second half of the year in an economy beginning to recover and strengthen.

Table 1 shows loan balances by type of loan at March 31, 2010 and at the end of the four prior quarters.  Table 2 distributes the loan portfolio as of March 31, 2010 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 OUTSTANDING BY TYPE
	2010		2009
	March		December		September		June		March
(in millions)		31		31		30		30		31
Commercial & industrial	$	2,869	$	3,075	$	3,064	$	3,258	$	3,328
Owner-occupied real estate		1,069		1,080		1,057		1,077		1,041
Total commercial & industrial		3,938		4,155		4,121		4,335		4,369
Construction, land & land development		1,479		1,537		1,702		1,779		1,880
Other commercial real estate		1,217		1,246		1,220		1,235		1,251
Total commercial real estate		2,696		2,783		2,922		3,014		3,131
Residential mortgage		1,015		1,035		1,011		1,028		1,046
Consumer		424		430		423		415		407
Total loans	$	8,073	$	8,403	$	8,477	$	8,792	$	8,953

The portfolio of C&I loans, including real estate loans secured by properties used in the borrower’s business, decreased 5%, or $217 million, between year-end 2009 and March 31, 2010.  C&I loans outstanding to oil and gas (O&G) industry customers declined approximately $142 million during the first quarter of 2010, including the full repayment of approximately $65 million of criticized relationships.  There were also repayments on some seasonal C&I credits during the first quarter of 2010 totaling approximately $50 million.  C&I charge-offs totaled $13 million for the period.  In addition to the O&G industry, the C&I portfolio is diversified over a range of industries, including wholesale and retail trade in various durable and nondurable products and the manufacture of such products, marine transportation and maritime construction, financial services, and professional services.

      The O&G portfolio represented approximately 9%, or $752 million, of total loans at March 31, 2010, down from 11% at year-end 2009.  The majority of Whitney’s customer base in this industry provides transportation and other services and products to support exploration and

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production activities.  Loans outstanding to the exploration and production (E&P) sector comprised approximately 32% of the O&G portfolio at March 31, 2010, with the portfolio fairly evenly divided between natural gas and crude oil production based on measures of collateral support.  Management continues to monitor the impact of weak global economic activity on commodity prices and has made what it believes to be appropriate adjustments to Whitney’s credit underwriting guidelines with respect to O&G loans and the management of existing relationships.

Outstanding balances under participations in larger shared-credit loan commitments totaled $595 million at the end of 2010’s first quarter, compared to $680 million outstanding at year-end 2009.  The total at March 31, 2010 included approximately $168 million related to the O&G industry, which was down $79 million from the end of 2009.  Substantially all of the shared credits are with customers operating in Whitney’s market area.

TABLE 2. GEOGRAPHIC DISTRIBUTION OF LOAN PORTFOLIO AT MARCH 31, 2010
										Alabama/						Percent
(dollars in millions)	Louisiana			Texas			Florida			Mississippi			Total			of total
Commercial & industrial	$	2,114		$	422		$	98		$	235		$	2,869			36	%
Owner-occupied real estate		662			117			201			89			1,069			13
Total commercial & industrial		2,776			539			299			324			3,938			49
Construction, land & land development		434			478			346			221			1,479			18
Other commercial real estate		598			148			323			148			1,217			15
Total commercial real estate		1,032			626			669			369			2,696			33
Residential mortgage		548			151			191			125			1,015			13
Consumer		290			22			69			43			424			5
Total	$	4,646		$	1,338		$	1,228		$	861		$	8,073			100	%
Percent of total		57	%		17	%		15	%		11	%		100	%

The commercial real estate (CRE) portfolio includes loans for construction and land development (C&D) and investment, both commercial and residential, and other real estate loans secured by income-producing properties.  The CRE portfolio decreased $87 million, or 3%, during the first quarter of 2010.  Approximately $30 million of the decrease came from charge-offs and foreclosures.  Project financing is an important component of the CRE 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.  Management expects that current economic conditions and uncertainty will limit the availability of new creditworthy CRE projects throughout Whitney’s market area over the near term.

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Tables 3 and 4 show the composition of the components of the CRE portfolio by property type and the region from which the loans are serviced.

TABLE 3. CONSTRUCTION, LAND & LAND DEVELOPMENT LOANS AT MARCH 31, 2010
										Alabama/						Percent
(dollars in millions)	Louisiana			Texas			Florida			Mississippi			Total			of total
Residential construction	$	63		$	58		$	32		$	18		$	171			11	%
Land & lots:
Residential		153			46			129			72			400			27
Commercial		111			79			81			54			325			22
Retail		31			135			13			16			195			13
Multifamily		20			83			-			17			120			8
Office buildings		11			36			21			1			69			5
Industrial/warehouse		12			4			3			5			24			2
Hotel/motel		-			-			28			-			28			2
Other (a)		33			37			39			38			147			10
Total	$	434		$	478		$	346		$	221		$	1,479			100	%
Percent of total		29	%		32	%		24	%		15	%		100	%
(a) Includes agricultural land.

TABLE 4. OTHER COMMERCIAL REAL ESTATE LOANS AT MARCH 31, 2010
										Alabama/						Percent
(dollars in millions)	Louisiana			Texas			Florida			Mississippi			Total			of total
Retail	$	163		$	75		$	79		$	42		$	359			30	%
Multifamily		73			26			41			28			168			14
Office buildings		115			25			57			32			229			19
Industrial/warehouse		59			15			47			17			138			11
Hotel/motel		126			4			59			23			212			17
Other		62			3			40			6			111			9
Total	$	598		$	148		$	323		$	148		$	1,217			100	%
Percent of total		49	%		12	%		27	%		12	%		100	%

The residential mortgage loan portfolio declined $20 million during the first quarter of 2010, reflecting in part the impact of attractive refinancing opportunities in the low interest rate environment, as well as some charge-offs and foreclosures. The Bank continues to sell most conventional residential mortgage loan production in the secondary market.

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Credit Risk Management and Allowance and Reserve for Credit Losses

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

Whitney manages credit risk mainly through adherence to underwriting and loan administration standards established by 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 primarily 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 its 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.  This methodology was described in Note 2 to the consolidated financial statements located in Item 8 of the Company’s annual report on Form 10-K for the year ended December 31, 2009.

The process for determining the recorded allowance involves three key elements: (1) establishing specific allowances as needed for loans evaluated for impairment; (2) developing loss factors based on historical loss experience for nonimpaired commercial loans grouped by geography, loan product type and internal risk rating and for homogeneous groups of residential and consumer loans; and (3) determining appropriate adjustments to historical loss factors based on management’s assessment of current economic conditions and other qualitative risk factors both internal and external to the Company.

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 $1.08 billion at March 31, 2010.  This represented 13% of total loans and a net increase of $23 million from December 31, 2009.  The range of criticized ratings covers loans with well-defined weaknesses that would likely lead to a default if not corrected as well as loans with a high probability of loss but not yet charged off due to specific pending events.  Criticized ratings also identify loans that deserve close attention because of potential weaknesses as evidenced by, for example, the borrower’s recent operating trends or adverse market conditions.  Table 5 shows the composition of criticized loans at March 31, 2010, distributed by the geographic region from which the loans are serviced.

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TABLE 5. CRITICIZED LOANS AT MARCH 31, 2010
																Percent of
										Alabama/						loan category
(dollars in millions)	Louisiana			Texas			Florida			Mississippi			Total			total
Commercial & industrial	$	70		$	43		$	8		$	23		$	144			5	%
Owner-user real estate		44			19			50			15			128			12	%
Total commercial & industrial		114			62			58			38			272			7	%
Construction land & land development		33			190			183			41			447			30	%
Other commercial real estate		43			30			110			39			222			18	%
Total commercial real estate		76			220			293			80			669			25	%
Residential mortgage		44			8			55			19			126			12	%
Consumer		4			-			7			3			14			3	%
Total	$	238		$	290		$	413		$	140		$	1,081			13	%
Percent of regional loan total		5	%		22	%		34	%		16	%		13	%

Criticized C&I relationships, including associated real estate loans, totaled $272 million at March 31, 2010, which was a decrease of $64 million from year-end 2009.  As noted earlier, approximately $65 million of criticized C&I loans with O&G industry customers repaid in full during the first quarter of 2010, and prospects improved sufficiently on another $11 million relationship to warrant its removal from the criticized list.  Criticized O&G industry loans outstanding totaled approximately $47 million at March 31, 2010, or 6% of the O&G industry portfolio outstanding.  Less than 1% of the O&G portfolio was considered to be nonperforming at March 31, 2010.  Overall, there were no significant industry concentrations within the total for criticized C&I relationships.

Tables 6 and 7 show the composition of the components of the criticized CRE portfolio by property type and the region from which the loans are serviced.

TABLE 6. CRITICIZED CONSTRUCTION, LAND & LAND DEVELOPMENT
LOANS AT MARCH 31, 2010
										Alabama/						Percent
(dollars in millions)	Louisiana			Texas			Florida			Mississippi			Total			of total
Residential construction	$	4		$	23		$	20		$	-		$	47			10	%
Land & lots:
Residential		15			12			69			27			123			28
Commercial		9			39			51			2			101			23
Retail		-			38			8			-			46			10
Multifamily		-			51			-			-			51			11
Office buildings		3			9			6			-			18			4
Industrial/warehouse		-			-			-			3			3			1
Hotel/motel		-			-			8			-			8			2
Other (a)		2			18			21			9			50			11
Total	$	33		$	190		$	183		$	41		$	447			100	%
Percent of total		7	%		43	%		41	%		9	%		100	%
(a) Includes agricultural land.

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The total for criticized C&D loans of $447 million at March 31, 2010 was up $70 million from December 31, 2009.  Criticized C&D loans serviced from Whitney’s Texas market increased $55 million during the first quarter of 2010.  General economic and market conditions are delaying the successful completion of various retail and other income-producing CRE projects and stretching the financial capacity of the developers.  Whitney bankers have worked proactively with these borrowers, many of whom are seasoned developers, to identify and implement strategies to deal with these difficult conditions.   Management believes most of the underlying projects remain viable and had identified only $28 million of C&D loans from the Texas market as nonperforming at March 31, 2010; nevertheless, management expects the elevated level of criticized credits to continue for the near term.  The severe decline in Florida real estate markets is still evident in the criticized C&D total of $183 million at March 31, 2010, which was up $10 million from year-end 2009.  Nonperforming C&D loans totaled approximately $196 million at March 31, 2010, of which $132 million was from Florida.

TABLE 7. CRITICIZED OTHER COMMERCIAL REAL ESTATE LOANS AT MARCH 31, 2010
										Alabama/						Percent
(dollars in millions)	Louisiana			Texas			Florida			Mississippi			Total			of total
Retail	$	4		$	19		$	18		$	21		$	62			28	%
Multifamily		10			7			25			4			46			21
Office buildings		6			3			11			4			24			11
Industrial/warehouse		6			-			21			10			37			16
Hotel/motel		17			-			21			-			38			17
Other		-			-			15			-			15			7
Total	$	43		$	29		$	111		$	39		$	222			100	%
Percent of total		19	%		13	%		50	%		18	%		100	%

Criticized other CRE loans on income-producing properties increased $26 million during the first quarter of 2010, mainly in the Florida markets.  Nonperforming loans on income-producing CRE totaled approximately $91 million at March 31, 2010, with $60 million from Florida.  Although conditions in the overall economy have begun to show some improvement, management continues to closely monitor the extent to which the lengthy recession and slow recovery have impacted CRE loan customers with hotel operations and others in the hospitality industry and the performance of the CRE loan portfolio secured by retail and other income-producing properties in all markets.

Included in the total of criticized loans at March 31, 2010 was $437 million of nonperforming loans, which is up a net $23 million from year-end 2009.  Residential-related real estate credits that are heavily concentrated in Whitney’s Florida and coastal Alabama markets comprised approximately half of total nonperforming loans at March 31, 2010.  In total, the Florida market accounted for 57% of nonperforming loans at March 31, 2010, with another 14% from Alabama, 17% from Louisiana, and 9% from Texas.  The earlier discussion of criticized loans includes some additional details on nonperforming assets at March 31, 2010.  Table 8 provides information on nonperforming loans and other nonperforming assets at March 31, 2010 and at the end of the previous four quarters.  Nonperforming loans encompass all loans that are evaluated separately for impairment.

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TABLE 8. NONPERFORMING ASSETS
	2010			2009
	March			December			September			June			March
(dollars in thousands)		31			31			30			30			31
Loans accounted for on a nonaccrual basis	$	436,680		$	414,075		$	405,852		$	413,174		$	366,249
Restructured loans accruing		-			-			-			-			-
Total nonperforming loans		436,680			414,075			405,852			413,174			366,249
Foreclosed assets and surplus property		60,879			52,630			49,737			43,625			38,781
Total nonperforming assets	$	497,559		$	466,705		$	455,589		$	456,799		$	405,030
Loans 90 days past due still accruing	$	17,591		$	23,386		$	15,077		$	20,364		$	30,564
Ratios:
Nonperforming assets to loans
plus foreclosed assets and surplus property		6.12	%		5.52	%		5.34	%		5.17	%		4.50	%
Allowance for loan losses to
nonperforming loans		51.27			54.02			58.79			53.12			53.02
Loans 90 days past due still accruing to loans		.22			.28			.18			.23			.34

Whitney will continue to evaluate all opportunities to dispose of nonperforming assets as quickly as possible, including consideration of the trade-offs between current disposal prices and the carrying costs and management challenges of longer-term resolution.  Whitney may recognize losses on future asset disposition decisions and actions.

Table 9 recaps activity in the allowance for loan losses and in the reserve for losses on unfunded credit commitments for the first quarter of 2010 and each quarter in 2009.

Whitney reduced its provision for credit losses to $37.5 million in the first quarter of 2010, with approximately half of the current provision related to nonperforming loans evaluated for impairment.  This compares to a provision of $39.5 million in 2009’s fourth quarter and $65.0 million in the first quarter of 2009.  The current quarterly provision is down $43.0 million from its peak of $80.5 million in the third quarter of 2009.  Net loan charge-offs in 2010’s first quarter were $37.1 million, or 1.81% of average loans on an annualized basis, compared to $54.5 million, or 2.59% of average loans, in the fourth quarter of 2009 and  $31.9 million, or 1.41% of loans, in 2009’s first quarter.  Net loan charge-offs had also peaked in the third quarter of 2009 at $61.9 million.

Loans from Whitney’s Florida and Alabama markets continued to drive the provision for loan losses and charge-offs during the first quarter of 2010.  Approximately $30 million of the provision and $31 million of the gross charge-offs in 2010’s first quarter came from the Florida and Alabama markets and were predominantly real estate-related.  At the peak in the third quarter of 2009, the Florida and Alabama markets accounted for approximately $69 million of the provision for credit losses and $52 million of gross charge-offs.

The allowance for loan losses increased to 2.77% of total loans at March 31, 2010, compared to 2.66% at December 31, 2009 and 2.17% a year earlier.

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TABLE 9. SUMMARY OF ACTIVITY IN THE ALLOWANCE FOR LOAN LOSSES AND
RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS
	Three Months Ended
	March 31			December 31			September 30			June 30			March 31
(dollars in thousands)	2010			2009			2009			2009			2009
ALLOWANCE FOR LOAN LOSSES
Allowance at beginning of period	$	223,671		$	238,600		$	219,465		$	194,179		$	161,109
Provision for credit losses		37,300			39,600			81,000			72,000			65,000
Loans charged off:
Commercial & industrial		(12,541	)		(3,840	)		(5,858	)		(9,122	)		(2,964	)
Owner-user real estate		(595	)		(7,113	)		(1,272	)		(1,716	)		(286	)
Total commercial & industrial		(13,136	)		(10,953	)		(7,130	)		(10,838	)		(3,250	)
Construction, land & land development		(16,085	)		(24,740	)		(39,689	)		(30,269	)		(22,148	)
Other commercial real estate		(5,133	)		(10,459	)		(7,719	)		(1,863	)		(1,326	)
Total commercial real estate		(21,218	)		(35,199	)		(47,408	)		(32,132	)		(23,474	)
Residential mortgage		(4,129	)		(9,752	)		(6,919	)		(4,127	)		(5,161	)
Consumer		(1,504	)		(1,795	)		(2,073	)		(1,447	)		(1,944	)
Total charge-offs		(39,987	)		(57,699	)		(63,530	)		(48,544	)		(33,829	)
Recoveries on loans previously charged off:
Commercial & industrial		1,228			1,227			1,107			1,067			1,030
Owner-user real estate		24			14			12			19			10
Total commercial & industrial		1,252			1,241			1,119			1,086			1,040
Construction, land & land development		1,178			1,004			109			424			120
Other commercial real estate		8			21			40			11			15
Total commercial real estate		1,186			1,025			149			435			135
Residential mortgage		253			454			198			76			330
Consumer		215			450			199			233			394
Total recoveries		2,906			3,170			1,665			1,830			1,899
Net loans charged off		(37,081	)		(54,529	)		(61,865	)		(46,714	)		(31,930	)
Allowance at end of period	$	223,890		$	223,671		$	238,600		$	219,465		$	194,179
Ratios
Allowance for loan losses to loans		2.77	%		2.66	%		2.81	%		2.50	%		2.17	%
Net charge-offs to average loans		1.81			2.59			2.86			2.09			1.41
Gross charge-offs to average loans		1.95			2.74			2.93			2.17			1.49
Recoveries to gross charge-offs		7.27			5.49			2.62			3.77			5.61
RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS
Reserve at beginning of period	$	2,200		$	2,300		$	2,800		$	800		$	800
Provision for credit losses		200			(100	)		(500	)		2,000			-
Reserve at end of period	$	2,400		$	2,200		$	2,300		$	2,800		$	800

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Management believes Whitney has worked through the most severe real estate-related credit issues in Florida and Alabama.  Although the portfolios outside those markets show stress that is typical in a recessionary environment, management’s evaluation of these credit issues does not point to an impact on loss provisions and charge-offs as significant as that caused by the problems in Florida and Alabama.  The uncertainties associated with the current economic environment, however, make it difficult for management to predict when the level of criticized loans will stabilize or retreat.  In this environment, the periodic estimate of inherent losses in Whitney’s loan portfolio may be volatile.

INVESTMENT SECURITIES

Whitney’s investment securities portfolio balance of $2.04 billion at March 31, 2010 was down $8.1 million, or less than 1%, from year-end 2009.  Securities with carrying values of $1.30 billion at March 31, 2010 were sold under repurchase agreements, pledged to secure public deposits or pledged for other purposes.  Average investment securities in the current quarter were also down less than 1% from the fourth quarter of 2009.  The composition of the average portfolio of investment securities and effective yields are shown in Table 14.

Mortgage-backed securities issued or guaranteed by U.S. government agencies continued to be the main component of the portfolio, comprising 84% of the total at March 31, 2010.  The duration of the overall investment portfolio was 2.6 years at March 31, 2010 and would extend to 3.8 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, 2009, the portfolio’s estimated duration was also 2.6 years.

Securities available for sale made up the bulk of the total investment portfolio at March 31, 2009.  Available-for-sale securities are carried at fair value, and the balance reported at March 31, 2010 reflected gross unrealized gains of $45.1 million and minimal unrealized losses.

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

DEPOSITS AND BORROWINGS

Total deposits at March 31, 2010 decreased approximately 2%, or $188 million, from December 31, 2009.  Average total deposits for the first quarter of 2010 were down slightly from the fourth quarter of 2009.

Table 10 shows the composition of deposits at March 31, 2010, and at the end of the previous four quarters.  Table 14 presents the composition of average deposits and borrowings and the effective rates on interest-bearing funding sources for the first quarter of 2010 and the fourth and first quarters of 2009.

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TABLE 10. DEPOSIT COMPOSITION
	2010				2009
(dollars in millions)	March 31				December 31				September 30				June 30				March 31
Noninterest-bearing
demand deposits	$	3,298	37	%	$	3,301	36	%	$	3,130	35	%	$	3,082	34	%	$	3,177	35	%
Interest-bearing deposits:
NOW account deposits		1,161	13			1,299	14			1,093	12			1,107	12			1,179	13
Money market deposits		1,768	20			1,824	20			1,800	20			1,760	19			1,494	16
Savings deposits		869	10			840	9			839	10			906	10			917	10
Other time deposits		745	8			799	9			817	9			829	9			861	9
Time deposits
$100,000 and over		1,121	12			1,087	12			1,201	14			1,460	16			1,584	17
Total interest-bearing		5,664	63			5,849	64			5,750	65			6,062	66			6,035	65
Total	$	8,962	100	%	$	9,150	100	%	$	8,880	100	%	$	9,144	100	%	$	9,212	100	%

Noninterest-bearing demand deposits were essentially unchanged compared to year-end 2009 and up 4% from March 31, 2009.  Demand deposits comprised 37% of total deposits at March 31, 2010 compared to 36% at December 31, 2009 and 35% a year earlier.  The increase in money market accounts since March 31, 2009 reflected the results of a campaign the Bank executed during the first half of 2009 to attract new personal and business accounts.  Deposits at year-end 2009 had included some seasonal inflows that were concentrated in NOW accounts.

Time deposits at March 31, 2010 were down $20 million compared to year-end 2009 and $579 million, or 24%, compared to March 31, 2009.  The sustained period of low market interest rates has tended to reduce the attractiveness of time deposits compared to alternative deposit products and investments.  Customers held $159 million of funds in treasury-management time deposit products at March 31, 2010, up slightly from the total held at December 31, 2009, but down $154 million from the total a year earlier.  These products are used mainly by commercial customers with excess liquidity pending redeployment for corporate or investment purposes, and, while they provide a recurring source of funds, the amounts available over time can be volatile.  Competitively bid public fund time deposits totaled approximately $127 million at the end of the first quarter of 2010, which was up $46 million from year-end 2009.  Treasury-management deposits and public fund deposits serve partly as an alternative to Whitney’s other short-term borrowings.

               The balance of short-term borrowings at March 31, 2010, was down 17%, or $124 million, from year-end 2009.  The main source of short-term borrowings continued to be the sale of securities under repurchase agreements to customers using Whitney’s treasury-management sweep product.  Borrowings from customers under securities repurchase agreements totaled $596 million at March 31, 2010, which was down $116 million from December 31, 2009.  Similar to Whitney’s treasury-management deposit products, this source of funds can be volatile.  Other short-term borrowings, which have included purchased federal funds, short-term Federal Home Loan Bank (FHLB) advances and borrowings through the Federal Reserve’s Term Auction Facility, were relatively minor at both March 31, 2010 and December 31, 2009, reflecting weak loan demand and the funds available from the Company’s common stock offering in the fourth quarter of 2009.

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SHAREHOLDERS’ EQUITY AND CAPITAL ADEQUACY

Shareholders’ equity totaled $1.68 billion at March 31, 2010, which represented a decrease of $4.8 million from the end of 2009.  Shareholders’ equity was reduced by the $6.3 million net loss for the first quarter of 2010 and by common dividends of $1.0 million and preferred dividends of $3.8 million.  These reductions were offset partly by a $4.8 million increase in other comprehensive income, mainly from a net unrealized holding gain on securities available for sale.

Regulatory Capital

Tables 11 and 12 present information on regulatory capital ratios for the Company and the Bank.  The capital raised in Whitney’s stock offering in the fourth quarter of 2009 is reflected in the Company’s Tier 1 regulatory capital.  Treasury’s investment in preferred stock and common stock warrants qualifies as Tier 1 capital for the Company.  Tier 2 regulatory capital for both the Company and the Bank includes $150 million in subordinated notes payable issued by the Bank.

The reduction in Tier 1 capital and the decrease in regulatory capital ratios from December 31, 2009 stemmed mainly from an adjustment in the amount of deferred tax assets disallowed for regulatory capital calculations.  The rules governing regulatory capital treatment of deferred tax assets differ from and are more limiting than the generally accepted accounting guidance applied in evaluating the need for a deferred tax asset valuation allowance.  No valuation allowance was required in the financial statements as of March 31, 2010.  The decrease in risk-weighted assets from the end of 2009 reflected mainly the reduction in outstanding loans.

TABLE 11. REGULATORY CAPITAL AND CAPITAL RATIOS – COMPANY
	March 31			December 31
(dollars in thousands)	2010			2009
Tier 1 regulatory capital	$	1,180,989		$	1,242,268
Tier 2 regulatory capital		266,636			270,532
Total regulatory capital	$	1,447,625		$	1,512,800
Risk-weighted assets	$	9,236,020		$	9,552,632
Ratios:
Leverage (Tier 1 capital to average assets)		10.61	%		11.05	%
Tier 1 capital to risk-weighted assets		12.79			13.00
Total capital to risk-weighted assets		15.67			15.84

The minimum capital ratios are generally 4% leverage, 4% Tier 1 capital and 8% total capital.  Regulators may, however, set higher capital requirements for an individual institution when particular circumstances warrant.  Bank holding companies must also have at least a 6% Tier 1 capital ratio and a 10% total capital ratio to be considered well-capitalized for various regulatory purposes.  As of March 31, 2010, the Company had the requisite capital levels to qualify as well-capitalized by its regulators.

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TABLE 12.  REGULATORY CAPITAL AND CAPITAL RATIOS – BANK
	March 31		December 31
(dollars in thousands)	2010		2009
Tier 1 regulatory capital	$   945,698		$  999,176
Tier 2 regulatory capital	266,467		270,336
Total regulatory capital	$1,212,165		1,269,512
Risk-weighted assets	$9,222,473		$9,536,894
Regulatory capital ratios:
Leverage (Tier 1 capital to average assets)	8.51	%	8.90	%
Tier 1 capital to risk-weighted assets	10.25		10.48
Total capital to risk-weighted assets	13.14		13.31

For a bank to qualify as well-capitalized under the current regulatory framework for prompt corrective supervisory action, its leverage, Tier 1 and total capital ratios must be at least 5%, 6% and 10%, respectively.  As a result of the current difficult operating environment and recent operating losses, the Bank has committed to its primary regulator that it will maintain higher capital ratios with a leverage ratio of at least 8%, a Tier 1 regulatory capital ratio of at least 9%, and a total risk-based capital ratio of at least 12%.  As of March 31, 2010, the Bank exceeded the requisite capital levels to both satisfy these target minimums and to qualify as well-capitalized by its regulators.  The capital raised by the Company in its recent common stock offering strengthens its capacity to serve as a source of financial support to the Bank.

Dividends

The Company declared a nominal dividend of $.01 per share to common shareholders for the first quarter of 2010, the same quarterly rate as throughout 2009.  The Company must currently obtain regulatory approval before increasing the common dividend rate above this level.  Regulatory policy statements provide that generally bank holding companies should only pay dividends out of current operating earnings and that the level of dividends, if any, must be consistent with current and expected capital requirements.  Preferred dividends totaled $3.8 million for the first quarter of 2010.

In addition to these regulatory requirements and restrictions, Whitney’s ability to pay common dividends is also limited by its participation in Treasury’s CPP.  Prior to December 19, 2011, unless the Company has redeemed the preferred stock issued to Treasury in the CPP or Treasury has transferred the preferred stock to a third party, Whitney cannot pay a quarterly common dividend above $.31 per share.  Furthermore, if Whitney is not current in the payment of quarterly dividends on the preferred stock, it cannot pay dividends on its common stock.

The common dividend rate will be reassessed quarterly in light of credit quality trends, expected earnings performance and capital levels, limitations resulting from Treasury’s CPP or regulatory requirements, and the Bank’s capacity to declare and pay dividends to the Company.  Given the current operating environment, it is unlikely that Whitney will increase the common dividend in the near term.

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LIQUIDITY MANAGEMENT AND CONTRACTUAL OBLIGATIONS

Liquidity Management

The objective of liquidity management is to ensure that funds are available to meet the 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, making full use of quantitative modeling tools available to project cash flows under a variety of possible scenarios, including credit-stressed conditions.

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.  At March 31, 2010, securities available for sale with a carrying value of $1.14 billion, out of a total portfolio of $1.88 billion, were sold under repurchase agreements, pledged to secure public deposits or pledged for other purposes.

On the liability side, liquidity management focuses on growing the base of core deposits at competitive rates, including the use of treasury-management products for commercial customers, while at the same time ensuring access to economical wholesale funding sources.  The section above entitled “Deposits and Borrowings” discusses changes in these liability-funding sources in the first quarter of 2010.

In late 2008, the FDIC took certain steps that were designed to support deposit retention and to enhance the liquidity of the nation’s insured depository institutions and thereby assist in stabilizing the overall economy following the severe disruption in the credit markets.  The FDIC temporarily increased deposit insurance coverage limits for all deposit accounts from $100,000 to $250,000 per depositor through December 31, 2009.  This expanded coverage was subsequently extended through December 31, 2013.  In addition to the increased coverage limits, the FDIC also offered to provide unlimited deposit insurance coverage for noninterest-bearing transaction accounts and certain other specified deposits through the end of 2009.  The FDIC initially extended this unlimited coverage through June 30, 2010 and recently approved an additional extension through at least December 31, 2010.  Whitney has elected not to participate in the most recent extension of this program, and the unlimited coverage will end effective July 1, 2010.   In light of the Company's capital position, the reduced volatility in the financial markets and increased depositor and consumer confidence, management anticipates that this decision will not have a significant impact on the Bank’s liquidity position.

Wholesale funding currently used by the Bank includes FHLB advances and federal funds purchased from correspondents and borrowings through the Federal Reserve’s Term Auction Facility.  The Bank’s unused borrowing capacity from the FHLB at March 31, 2010 totaled approximately $1.5 billion and is secured by a blanket lien on loans secured by real estate.  The Bank’s unused borrowing capacity from the Federal Reserve Discount Window totaled approximately $.9 billion at March 31, 2010, based on collateral pledged.  In addition, both the Company and the Bank have access to external funding sources in the financial markets.

Cash generated from operations is another important source of funds to meet liquidity needs.  The consolidated statements of cash flows located in Item 1 of this report present operating cash flows and summarize all significant sources and uses of funds for the first quarters of 2010 and 2009.

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In the fourth quarter of 2009, Whitney raised $218 million in an underwritten public offering of 28.75 million of the Company’s common shares.  At March 31, 2010, the Company had approximately $234 million in cash and demand notes from the Bank available to provide liquidity for future dividend payments to its common and preferred shareholders and other corporate purposes.  As discussed earlier, Whitney reduced its quarterly common dividend to $.01 per share throughout 2009 and for the first quarter of 2010, and the Company must currently obtain regulatory approval before increasing the common dividend rate above this rate.

Dividends received from the Bank have been the primary source of funds available to the Company for the declaration and payment of dividends to Whitney’s shareholders, both common and preferred.  There are various regulatory and statutory provisions that limit the amount of dividends that the Bank can distribute to the Company.  Because of recent losses, the Bank currently has no capacity to declare dividends to the Company without prior regulatory approval.

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, 2009.  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 2009 through the end of first quarter of 2010.

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 13 schedules these commitments as of March 31, 2010 by the periods in which they expire.  Commitments under credit card and personal credit lines generally have no stated maturity.

TABLE 13. CREDIT-RELATED COMMITMENTS
	Commitments expiring by period from March 31, 2010
			Less than			1 - 3		3 - 5	More than
(in thousands)	Total		1 year		years		years		5 years
Loan commitments – revolving	$	2,360,288	$	1,602,814	$	647,423	$	106,833	$	3,218
Loan commitments – nonrevolving		285,728		177,450		105,653		2,625		-
Credit card and personal credit lines		576,082		576,082		-		-		-
Standby and other letters of credit		355,795		193,560		76,332		85,903		-
Total	$	3,577,893	$	2,549,906	$	829,408	$	195,361	$	3,218

     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

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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 not all are expected to lead to permanent financing by the Bank.  Expectations about the level of draws under all credit-related commitments, including the prospect of temporarily increased levels of draws on back-up commercial facilities during periods of disruption in the credit markets, 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.  Historically, the Bank has 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 sensitivity is measured against the results of a base simulation run that uses forecasts of earning assets and funding sources as of the measurement date and that assumes a stable rate environment and structure.  Based on the simulation run at March 31, 2010, annual net interest income (TE) would be expected to increase approximately $2.9 million, or less than 1%, if interest rates instantaneously increased from current rates by 100 basis points.  A comparable simulation run as of December 31, 2009 produced results that indicated a negative impact on net interest income (TE) of $8.1 million, or 1.8%, from a 100 basis point rate increase.  The change in the simulation results reflected mainly a shift in the composition of forecasted earning assets.  Although Whitney has historically tended to be moderately asset sensitive over the near term, the more recent simulations indicate a neutral to somewhat liability-sensitive position in a rising market rate scenario.  This change reflects to a large extent the increased use of rate floors on variable-rate loans and the extent to which these floors exceed the indexed rates in the current low rate environment.  Additional information on variable-rate loans and loans with rate floors is included in the following section on “Net Interest Income (TE).”  The simulation assuming a 100 basis point decrease from current rates was suspended at both March 31, 2010 and December 31, 2009 in light of the historically low rate environment.

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

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RESULTS OF OPERATIONS

NET INTEREST INCOME (TE)

Whitney’s net interest income (TE) for the first quarter of 2010 decreased 4%, or $4.8 million, compared to the fourth quarter of 2009.  The fewer days in the current period would account for approximately $2 million of this decrease, other factors held constant.  Average earning assets were down over 1% between these periods, and the net interest margin (TE) contracted 5 basis points to 4.15% from 4.20%.  Net interest income (TE) for the first quarter of 2010 was down approximately 5%, or $5.3 million, compared to the first quarter of 2009.  Average earning assets decreased 5% between these periods, but the net interest margin (TE) in the first quarter of 2010 was up slightly from the year-earlier period.  Tables 14 and 15 provide details on the components of the Company’s net interest income (TE) and net interest margin (TE).

The overall yield on earning assets showed a small decrease of 7 basis points from the fourth quarter of 2009 and was down 21 basis points from the first quarter of 2009.  The reduced level of loans in the earning asset mix was the main factor behind both of these decreases.  Loan yields (TE) in the first quarter of 2010 declined 3 basis points from 2009’s fourth quarter and 6 basis points from the first quarter of 2009.  The rates on approximately 56%, or $4.4 billion, of the loan portfolio at March 31, 2010 vary based on either LIBOR (28%) or prime rate (28%) benchmarks.  The percentages are generally consistent with those at year-end 2009 and at March 31, 2009.  The increased use of rate floors has muted the impact of the overall lower rate environment on loan yields.  At March 31, 2010, approximately 62% of the outstanding balance of Whitney’s LIBOR/prime-based loans was subject to rate floors compared to 45% a year earlier.  The yield (TE) on the largely fixed-rate investment portfolio in the first quarter of 2010 was down 6 basis points from the fourth quarter of 2009 and 41 basis points from the year-earlier period.

The inflated level of nonaccruing loans has also reduced net interest income and lowered the effective asset yield and net interest margin.  Nonaccruing loans reduced Whitney’s net interest margin by at least 20 basis points for the first quarter of 2010 and a comparable though slightly lower amount for both the fourth and first quarters of 2009.

The cost of funds for the first quarter of 2010 decreased 2 basis points from the fourth quarter of 2009 and 23 basis points from the first quarter of 2009.  The year-over-year decline in the overall cost of funds reflected mainly the impact of the sustained low rate environment on both deposit and short-term borrowing rates.  The overall cost of interest-bearing deposits was down 39 basis points between the first quarters of 2009 and 2010, with the cost of the more rate sensitive time deposits down 86 basis points.  Short-term borrowing costs decreased 26 basis points over this same period.  Noninterest-bearing demand deposits funded a favorable 31% of average earning assets in the first quarter of 2010, up slightly from both the fourth and first quarters of 2009, although the benefit to the net interest margin was somewhat muted by the low rate environment.  The percentage of funding from all noninterest-bearing sources increased to 37% in the first quarter of 2010, compared to 36% in 2009’s fourth quarter and 33% in the year-earlier period.

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TABLE 14. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME(TE)(a), YIELDS AND RATES
(dollars in thousands)	First Quarter 2010								Fourth Quarter 2009								First Quarter 2009
	Average					Yield/			Average					Yield/			Average					Yield/
	Balance			Interest		Rate			Balance			Interest		Rate			Balance			Interest		Rate
ASSETS
EARNING ASSETS
Loans (TE)(b) (c)	$	8,230,993		$	100,178		4.93	%	$	8,462,895		$	105,735		4.96	%	$	9,102,056		$	112,022		4.99	%
Mortgage-backed securities		1,677,908			17,083		4.07			1,678,240			17,397		4.15			1,506,143			17,211		4.57
U.S. agency securities		102,074			1,121		4.39			103,056			1,122		4.35			104,858			1,122		4.28
Obligations of states and political
subdivisions (TE)		176,010			2,592		5.89			185,468			2,757		5.95			211,580			3,146		5.95
Other securities		52,103			613		4.71			58,339			608		4.17			62,577			518		3.31
Total investment securities		2,008,095			21,409		4.26			2,025,103			21,884		4.32			1,885,158			21,997		4.67
Federal funds sold and
short-term investments		243,123			179		.30			147,575			125		.34			67,391			178		1.07
Total earning assets		10,482,211		$	121,766		4.70	%		10,635,573		$	127,744		4.77	%		11,054,605		$	134,197		4.91	%
NONEARNING ASSETS
Other assets		1,410,946								1,332,118								1,279,540
Allowance for loan losses		(236,380	)							(234,542	)							(174,893	)
Total assets	$	11,656,777							$	11,733,149							$	12,159,252
LIABILITIES AND SHAREHOLDERS' EQUITY
INTEREST-BEARING LIABILITIES
NOW account deposits	$	1,247,118		$	1,120		.36	%	$	1,157,068		$	1,042		.36	%	$	1,256,389		$	1,166		.38	%
Money market deposits		1,794,820			3,613		.82			1,822,403			3,758		.82			1,313,965			2,213		.68
Savings deposits		849,006			309		.15			843,277			321		.15			908,182			361		.16
Other time deposits		781,806			2,680		1.39			821,667			3,060		1.48			870,547			5,320		2.48
Time deposits $100,000 and over		1,093,159			3,698		1.37			1,150,057			4,380		1.51			1,619,302			8,446		2.12
Total interest-bearing deposits		5,765,909			11,420		.80			5,794,472			12,561		.86			5,968,385			17,506		1.19
Short-term borrowings		644,838			276		.17			760,881			296		.15			1,203,813			1,278		.43
Long-term debt		199,711			2,486		4.98			199,687			2,491		4.99			183,311			2,489		5.43
Total interest-bearing liabilities		6,610,458		$	14,182		.87	%		6,755,040		$	15,348		.90	%		7,355,509		$	21,273		1.17	%
NONINTEREST-BEARING LIABILITIES
AND SHAREHOLDERS' EQUITY
Demand deposits		3,260,794								3,222,748								3,150,615
Other liabilities		100,988								126,049								119,835
Shareholders' equity		1,684,537								1,629,312								1,533,293
Total liabilities and
shareholders' equity	$	11,656,777							$	11,733,149							$	12,159,252
Net interest income and margin (TE)				$	107,584		4.15	%				$	112,396		4.20	%				$	112,924		4.13	%
Net earning assets and spread	$	3,871,753					3.83	%	$	3,880,533					3.87	%	$	3,699,096					3.74	%
Interest cost of funding earning assets							.55	%							.57	%							.78	%
(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 $418,742, $404,846 and $331,348, respectively, in the first quarter of 2010 and the fourth and first quarters of 2009.

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TABLE 15. SUMMARY OF CHANGES IN NET INTEREST INCOME(TE)(a) (b)
	First Quarter 2010 Compared to:
	Fourth Quarter 2009									First Quarter 2009
	Due to						Total			Due to						Total
	Change in						Increase			Change in						Increase
(dollars in thousands)	Volume			Yield/Rate			(Decrease)			Volume			Yield/Rate			(Decrease)
INTEREST INCOME (TE)
Loans (TE)	$	(4,579	)	$	(978	)	$	(5,557	)	$	(10,604	)	$	(1,240	)	$	(11,844	)
Mortgage-backed securities		(3	)		(311	)		(314	)		1,848			(1,976	)		(128	)
U.S. agency securities		(11	)		10			(1	)		(30	)		29			(1	)
Obligations of states and political
subdivisions (TE)		(140	)		(25	)		(165	)		(524	)		(30	)		(554	)
Other securities		(69	)		74			5			(97	)		192			95
Total investment securities		(223	)		(252	)		(475	)		1,197			(1,785	)		(588	)
Federal funds sold and
short-term investments		70			(16	)		54			204			(203	)		1
Total interest income (TE)		(4,732	)		(1,246	)		(5,978	)		(9,203	)		(3,228	)		(12,431	)
INTEREST EXPENSE
NOW account deposits		62			16			78			(9	)		(37	)		(46	)
Money market deposits		(127	)		(18	)		(145	)		913			487			1,400
Savings deposits		1			(13	)		(12	)		(23	)		(29	)		(52	)
Other time deposits		(171	)		(209	)		(380	)		(497	)		(2,143	)		(2,640	)
Time deposits $100,000 and over		(238	)		(444	)		(682	)		(2,281	)		(2,467	)		(4,748	)
Total interest-bearing deposits		(473	)		(668	)		(1,141	)		(1,897	)		(4,189	)		(6,086	)
Short-term borrowings		(51	)		31			(20	)		(438	)		(564	)		(1,002	)
Long-term debt		-			(5	)		(5	)		212			(215	)		(3	)
Total interest expense		(524	)		(642	)		(1,166	)		(2,123	)		(4,968	)		(7,091	)
Change in net interest income (TE)	$	(4,208	)	$	(604	)	$	(4,812	)	$	(7,080	)	$	1,740		$	(5,340	)
(a) Tax-equivalent (TE) amounts are calculated using a marginal federal income tax rate of 35%.
(b) The change in interest shown as due to changes in either volume or rate includes an allocation of the amount
that reflects the interaction of volume and rate changes. This allocation is based on the absolute dollar
amounts of change due solely to changes in volume or rate.

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There are several factors that will challenge Whitney’s ability to increase net interest income and expand the net interest margin in the near future.  Continued weak loan demand will make it difficult to grow earning assets and maintain the proportion of loans in the earning asset mix.  The rates on many variable-rate loans with rate floors currently exceed the underlying indexed market rates.  This will initially limit the benefit to Whitney’s loan yields from any rise in market rates as the economy recovers.  Whitney continues to manage its deposit rates and funding mix to maintain a favorable net interest margin, but the ability to further reduce funding costs has become limited after the sustained period of low market rates.

PROVISION FOR CREDIT LOSSES

Whitney reduced its provision for credit losses to $37.5 million in the first quarter of 2010, with approximately half of the current provision related to nonperforming loans evaluated for impairment.  This compares to a provision of $39.5 million in 2009’s fourth quarter and $65.0 million in the first quarter of 2009.  The current quarterly provision is down $43.0 million from its peak of $80.5 million in the third quarter of 2009.  Net loan charge-offs in 2010’s first quarter were $37.1 million, or 1.81% of average loans on an annualized basis, compared to $54.5 million, or 2.59% of average loans, in the fourth quarter of 2009 and  $31.9 million, or 1.41% of loans, in 2009’s first quarter.  It is expected that net loan charge-offs also peaked in the third quarter of 2009 at $61.9 million.

Loans from Whitney’s Florida and Alabama markets continued to drive the provision for loan losses and charge-offs during the first quarter of 2010.  Approximately $30 million of the provision and $31 million of the gross charge-offs in 2010’s first quarter came from the Florida and Alabama markets and were predominantly real estate-related.  At the peak in the third quarter of 2009, the Florida and Alabama markets had accounted for approximately $69 million of the provision for credit losses and $52 million of gross charge-offs.

The allowance for loan losses increased to 2.77% of total loans at March 31, 2010, compared to 2.66% at December 31, 2009 and 2.17% a year earlier.

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

NONINTEREST INCOME

Noninterest income decreased $1.0 million, or 3%, from the first quarter of 2009 to a total of $28.2 million in 2010’s first quarter.

Deposit service charge income in the first quarter of 2010 was down 14%, or $1.4 million in total, from the first quarter of 2009, mainly on lower commercial account fees.  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.

The fees charged on a large number of Whitney’s commercial accounts are based on an analysis of account activity, and these customers are allowed to offset accumulated charges with an earnings credit based on balances maintained in the account.  The decline in commercial fees was driven in large part by an increase in the earnings credit allowance as both the earnings

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credit rate and the account balances maintained were higher in the first quarter of 2010 compared to the year-earlier period.

Charges earned on specific transactions were up slightly compared to the first quarter of 2009.  The main component of this income category is fees earned on items returned for insufficient funds and for overdrafts.  Return item and overdraft fees are expected to trend lower as new consumer protection regulations are implemented in the third quarter of 2010. The Company continues to monitor other legislative and regulatory proposals that would impose limits on certain deposit and other transaction fees and potentially reduce the Bank’s fee income.

Bank card fees in the first quarter of 2010 were up $1.3 million compared to the first quarter of 2009, although over half of this increase reflected a change in the reporting of certain transactions by a new processor, with the offset in the ATM fees category included in other noninterest income.  Excluding the impact of this change in mid-2009, bank card fees increased 13%, or $.6 million, between these periods on higher transaction volume.

Fee income from Whitney’s secondary mortgage market operations grew 3% from the first quarter of 2009.  Overall housing market conditions were improved in the first quarter of 2010, but the year-earlier period saw a higher level of refinancing activity that continued through much of 2009.  It is unclear if improvement in market conditions will generate loan production sufficient to offset an anticipated continued reduction in refinancing activity relative to 2009.  Trust service fees were down 2% from the first quarter of 2009.

The categories comprising other noninterest income decreased a combined $.9 million compared to the first quarter of 2009, including the impact of the redirection of certain income to bank card fees as noted earlier.  There were positive contributions from most recurring revenue sources.  Net gains and other revenue from grandfathered foreclosed assets totaled $.9 million in the first quarter of 2010 compared to $1.1 million in the first quarter of 2009.  The Company also recognized a $.6 million gain on the disposition of surplus banking facilities in the first quarter of 2009.

Noninterest income for the first quarter of 2010 decreased 3%, or $.8 million, compared to the fourth quarter of 2009.  Deposit service charge income was down 7%, or $.6 million, primarily from reductions in commercial account analysis activity and return item and overdraft activity.  Secondary mortgage market fee income was down 16%, or $.4 million, with lower production related mainly to a slowdown in refinancing activity.

NONINTEREST EXPENSE

Noninterest expense increased $12.9 million, or 13%, to a total of $110 million in the first quarter of 2010 compared to the same period in 2009.  Loan collection costs, including related legal services, and foreclosed asset expenses and provisions for valuation losses totaled $8.5 million for the first quarter of 2010, up $5.1 million from the first quarter of 2009.  Noninterest expense for the current quarter also included $4.5 million for estimated losses on repurchase obligations associated with certain mortgage loans that had been originated and sold by an acquired entity before the acquisition date.

Whitney’s personnel expense increased less than 1% in total between these periods.  Employee compensation was up 1%, or $.5 million, reflecting in part a modest level of normal salary adjustments in this difficult operating environment and a generally stable full-time equivalent staff level.  No management cash bonus was accrued in the first quarter of 2010 or throughout all of 2009.  The cost of employee benefits was down 2%, or $.3 million, mainly on lower cost of retirement benefits.

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The total expense for professional services, both legal and other services, increased $.5 million compared to the first quarter of 2009, driven by higher legal costs associated with problem loan collection efforts as noted earlier.

The expense for deposit insurance and other regulatory fees in the first quarter of 2010 was up $2.4 million compared to the first quarter of 2009, mainly related to intervening changes in some of the Bank-specific variables that underlie the assessment calculation.  The Bank has participated in the part of the FDIC’s Temporary Liquidity Guarantee Program that provides for unlimited deposit insurance coverage for specified deposit categories.  This program began October 14, 2008 and was scheduled to end June 30, 2010.  The FDIC recently announced an extension of this program, but the Bank has elected not to participate, and the unlimited deposit coverage and related insurance assessments will end effective July 1, 2010.

Total noninterest expense for the first quarter of 2010 increased $5.6 million, or 5%, from the fourth quarter of 2009.  The increase is related mainly to the $4.5 million loss on mortgage loan repurchase obligations mentioned earlier.  Total personnel expense for the first quarter of 2010 increased $.6 million, or 1%, from the fourth quarter of 2009.  Employee compensation was up $.7 million mainly as a result of revised estimates to 2009 annual sales-based incentive plan compensation in the fourth quarter of 2009.  Employee benefits declined $.1 million from the fourth quarter of 2009.

INCOME TAXES

Whitney recorded an income tax benefit at an effective rate of 49.1% on the pre-tax loss for the first quarter of 2010 and 46.9% for the first quarter of 2009.  In determining the effective tax rate and tax benefit for the first quarter of 2010, the Company referred to the actual results for the current interim period rather than projected results for the full year because of the potential for volatility in the interim effective tax rate as a result of fluctuations in the provision for credit losses.  Whitney’s effective tax rates have varied from the 35% federal statutory rate primarily because of tax-exempt interest income and the availability of tax credits.  Interest income from the financing of state and local governments and earnings from the bank-owned life insurance program are the major components of tax-exempt income.  The main source of tax credits has been 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.  Tax-exempt income and tax credits tend to increase the effective tax benefit rate from the statutory rate in loss periods and to reduce the effective tax expense rate in profitable periods.  The impact on the effective tax rate becomes more pronounced as the pre-tax income or loss becomes smaller, leading to lower expense rates and higher benefit rates.

Louisiana-sourced income of commercial banks is not subject to state income taxes.  Rather, a bank in Louisiana pays a tax based on the value of its capital stock in lieu of income and franchise taxes.  Whitney’s corporate value tax is included in noninterest expense.  This expense will fluctuate in part based on changes in the Bank’s equity and earnings and in part based on market valuation trends for the banking industry.

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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 herein 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.

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PART II. OTHER INFORMATION

Item 1.     LEGAL PROCEEDINGS

None

Item 1A.  RISK FACTORS

The following risk factors contain information concerning factors that could materially affect our business, financial condition or future results.  The risk factors that are described below and that are discussed in Item 1A to Part 1 of Whitney’s annual report on Form 10-K for the year ended December 31, 2009 should be considered carefully in evaluating the Company’s overall risk profile.  Additional risks not presently known, or that we currently deem immaterial, also may have a material adverse affect on Whitney’s business, financial condition or results of operations.

The recent oil leak in the Gulf of Mexico could have a negative impact on Whitney’s customers and, indirectly, result in a negative impact on Whitney’s earnings. 

In late April 2010, the explosion and collapse of a drilling rig in the Gulf of Mexico off the coast of Louisiana caused a major oil leak that has not yet been contained.  The ultimate impact of this accident cannot yet be determined, but the resulting oil slick has the potential to negatively affect commercial activities in various industries across several states on both a short-term and long-term basis as well as the broader economies of the impacted regions.  We are closely monitoring the progress of the containment and mitigation efforts underway, and are in the process of identifying and communicating with customers that could possibly be affected.  Until the true scope of the event is known, however, it is not possible to reasonably estimate the extent to which it might impact Whitney’s earnings.

Whitney’s business is highly regulated.  Our compliance with existing and proposed banking legislation and regulation, including our compliance with regulatory and supervisory actions, could adversely limit or restrict our activities and adversely affect our business, operating flexibility and financial condition.

As a result of the current difficult operating environment and the Company’s recent operating losses, the Bank’s primary regulator has required the Bank to implement plans to (i) maintain regulatory capital at a level sufficient to meet specific minimum regulatory capital ratios set by the regulator; (ii) make several improvements to the Bank’s oversight of its lending operations; and (iii) assess the adequacy of the Bank’s allowance for loan and lease losses and improve related policies and procedures.  The Bank’s specified minimum regulatory capital ratios are a leverage ratio of 8%, a Tier 1 Capital ratio of 9%, and a Total Capital ratio of 12%.  As of March 31, 2010, the Bank’s regulatory ratios exceeded all three of these minimum ratios with an 8.51% leverage ratio, a 10.25% Tier 1 Capital ratio, and a 13.14% Total Capital ratio.

The Company’s primary regulator has also required us to take certain actions in addition to the foregoing, which include (i) obtaining regulatory approval prior to repurchasing our common stock or incurring, guaranteeing additional debt or increasing our cash dividends, (ii) providing a plan to strengthen risk management reporting and practices and (iii) providing a

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capital plan to maintain a sufficient capital position and updating the plan quarterly with capital projections and stress tests.

We continue to work diligently to ensure full compliance with the requirements; however, if the Company or the Bank are unable to implement these plans in a timely manner and otherwise meet the commitments outlined above or if we fail to adequately resolve any other matters that any of our regulators may require us to address in the future, we could become subject to more stringent supervisory actions, up to and including a cease and desist order.

On February 19, 2010, Whitney announced that the Bank consented and agreed to the issuance of an order by the OCC addressing certain compliance matters relating to BSA and anti-money laundering items.  The Order requires the Bank, among other things: (i) to establish a compliance committee to monitor and coordinate compliance with the Order within 30 days and to provide a written report to the OCC; (ii) to engage a consultant to assist the Board of Directors in reviewing the Bank’s BSA compliance personnel within 90 days and to review previous account and transaction activity for the Bank; (iii) to develop, implement and ensure adherence to a comprehensive written program of policies and procedures that provide for BSA compliance within 150 days; and (iv) to develop and implement a written, institution-wide and on-going BSA risk assessment to accurately identify risks within 150 days.  Any material failure to comply with the provisions of the Order could result in enforcement actions by the OCC.  Prior to the issuance of the Order, the Company had already commenced and implemented initiatives and strategies to address the issues noted in the Order.  The Bank continues to work cooperatively with its regulators and expects to fully satisfy the items contained in the Order.

As a result of the supervisory actions discussed above, we are subject to additional regulatory approval processes for certain activities such as building new branches.  If we are unable to resolve these regulatory issues on a timely basis, we could become subject to significant restrictions on our existing business or on our ability to develop any new business.  In addition, we could be required to dispose of certain assets or liabilities within a prescribed period of time, raise additional capital in the future or restrict or reduce our dividends.  The terms of any such supervisory action could have a material negative effect on our business, operating flexibility and financial condition.

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

No repurchase plans were in effect during the first quarter of 2010.  Under the CPP, prior to the earlier of (i) December 19, 2011 or (ii) the date on which the Series A Preferred Stock is redeemed in whole or the U.S. Treasury has transferred all of the Series A Preferred Stock to unaffiliated third parties, the consent of the U.S. Treasury is required to repurchase any shares of common stock, except in connection with benefit plans in the ordinary course of business and certain other limited exceptions.

There have been no recent sales of unregistered securities.

Item 3.    DEFAULTS UPON SENIOR SECURITIES

None

Item 4.    RESERVED

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Item 5.    OTHER INFORMATION

None

Item 6.    EXHIBITS

The exhibits listed on the accompanying Exhibit Index, located on page 54, 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.

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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.

             Senior Executive Vice President and

             Chief Financial Officer

             (in his capacities as a duly authorized

             officer of the registrant and as

             principal accounting officer)

May 10, 2010

Date

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EXHIBIT INDEX

Exhibit Description

Exhibit 3.1 Copy of the Company’s Composite Charter (filed as Exhibit 3.1 to the Company’s current report on Form 8-K filed on December 23, 2008 (Commission file number 0-1026) and incorporated by reference).

Exhibit 3.2 Copy of the Company’s Bylaws (filed as Exhibit 3.2 to the Company’s current report on Form 8-K filed on December 23, 2008 (Commission file number 0-1026) and incorporated by reference).

Exhibit 31.1 Certification by the Company’s Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2 Certification by the Company’s Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 32 Certification by the Company’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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