X0303 4 2011-06-04 1 0000106926 WHITNEY HOLDING CORP WTNY 0001453842 Cowell Elizabeth L 228 ST. CHARLES AVENUE NEW ORLEANS LA 70130 0 1 0 0 Executive Vice President Common stock no par value 2011-06-04 4 D 0 2500 D 0 D Restricted stock units 2011-06-04 4 D 0 7500 D Comm stock 7500 0 D Restricted stock units 2011-06-04 4 D 0 8000 D Comm stock 8000 0 D Disposed of pursuant to merger agreement between the Company and Hancock Holding Company ("Hancock"). For each share of Company common stock, the reporting person received .418 of a share of Hancock common stock having a market value of $32.04 per share on the effective date of the merger. The restricted stock units vest (become non-forfeitable) on the third anniversary of the grant date or earlier upon a change in control of the Company. Vested restricted stock units convert to shares of common stock on a 1-for-1 basis on the later of (i) within 30 days following the vesting date or (ii) the earliest permissible date such units may convert to shares of common stock as a result of the Company's receipt of financial assistance under the Department of the Treasury's Troubled Asset Relief Program. The restricted stock units were assumed by Hancock in the Merger. Each restricted stock unit was converted into the right to receive .418 of a share of Hancock common stock, payable within 60 days following the merger. Patricia K. Loupe, Sr. Assistant Corporate Secretary for Whitney Holding Corporation and attorney-in-fact 2011-06-07