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Whitney Holding Corp – ‘10-K’ for 12/31/09

On:  Monday, 3/1/10, at 4:17pm ET   ·   For:  12/31/09   ·   Accession #:  950123-10-19298   ·   File #:  0-01026

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 3/01/10  Whitney Holding Corp              10-K       12/31/09    8:1.2M                                   RR Donnelley/FA

Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.03M 
 2: EX-12       Statement re: Computation of Ratios                 HTML     20K 
 3: EX-23       Consent of Experts or Counsel                       HTML      7K 
 4: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)  HTML     13K 
 5: EX-31.2     Certification per Sarbanes-Oxley Act (Section 302)  HTML     13K 
 6: EX-32       Certification per Sarbanes-Oxley Act (Section 906)  HTML      9K 
 7: EX-99.1     Miscellaneous Exhibit                               HTML     16K 
 8: EX-99.2     Miscellaneous Exhibit                               HTML     16K 


10-K   —   Annual Report
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
"Table of Contents
"Part I
"Item 1
"Business
"Item 1A
"Risk Factors
"Item 1B
"Unresolved Staff Comments
"Item 2
"Properties
"Item 3
"Legal Proceedings
"Item 4
"Reserved
"Part Ii
"Item 5
"Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
"Item 6
"Selected Financial Data
"Item 7
"Management's Discussion and Analysis of Financial Condition and Results of Operations
"Item 7A
"Quantitative and Qualitative Disclosures about Market Risk
"Item 8
"Financial Statements and Supplementary Data
"Report of Independent Registered Public Accounting Firm
"Consolidated Balance Sheets -- December 31, 2009 and 2008
"Consolidated Statements of Income -- Years Ended December 31, 2009, 2008 and 2007
"Consolidated Statements of Changes in Shareholders' Equity -- Years Ended December 31, 2009, 2008 and 2007
"Consolidated Statements of Cash Flows -- Years Ended December 31, 2009, 2008 and 2007
"Notes to Consolidated Financial Statements
"Item 9
"Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
"Item 9A
"Controls and Procedures
"Item 9B
"Other Information
"Part Iii
"Item 10
"Directors, Executive Officers and Corporate Governance
"Item 11
"Executive Compensation
"Item 12
"Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
"Item 13
"Certain Relationships and Related Transactions, and Director Independence
"Item 14
"Principal Accounting Fees and Services
"Part Iv
"Item 15
"Exhibits and Financial Statement Schedules
"Signatures

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Table of Contents

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
Commission file number 0-1026
WHITNEY HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
     
Louisiana
(State of incorporation)
  72-6017893
(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)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
     
Title of Each Class   Name of Exchange on Which Registered
Common Stock, no par value   Nasdaq Global Select Market
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ     No o
     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o     No þ
     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 þ     No o
     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
     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 þ   Accelerated filer o   Non-accelerated filer o (Do not check if a smaller reporting company)   Smaller reporting company o
     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o     No þ
     As of December 31, 2009, the aggregate market value of the registrant’s common stock (all shares are voting shares) held by nonaffiliates was approximately $856 million (based on the closing price of the stock on June 30, 2009).
     At February 26, 2010, 96,452,136 shares of the registrant’s no par value common stock were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
    Certain specifically identified parts of the registrant’s Proxy Statement for the 2010 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission are incorporated by reference into Part III of this Form 10-K.
 
 

 



 

WHITNEY HOLDING CORPORATION
TABLE OF CONTENTS
             
        Page  
           
  Business     1  
  Risk Factors     13  
  Unresolved Staff Comments     21  
  Properties     21  
  Legal Proceedings     21  
  Reserved     21  
 
           
           
  Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities     22  
  Selected Financial Data     24  
  Management's Discussion and Analysis of Financial Condition and Results of Operations     25  
  Quantitative and Qualitative Disclosures about Market Risk     57  
  Financial Statements and Supplementary Data     58  
  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure     102  
  Controls and Procedures     102  
  Other Information     102  
 
           
           
  Directors, Executive Officers and Corporate Governance     103  
  Executive Compensation     103  
  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters     103  
  Certain Relationships and Related Transactions, and Director Independence     105  
  Principal Accounting Fees and Services     105  
 
           
           
  Exhibits and Financial Statement Schedules     106  
 
           
        110  
 EX-12
 EX-23
 EX-31.1
 EX-31.2
 EX-32
 EX-99.1
 EX-99.2

 



Table of Contents

PART I
Item 1:   BUSINESS
ORGANIZATION AND RECENT DEVELOPMENTS
     Whitney Holding Corporation (the Company or Whitney) is a Louisiana corporation registered under the Bank Holding Company Act of 1956, as amended (BHCA). The Company began operations in 1962 as the parent of Whitney National Bank (the Bank). The Bank is a national banking association headquartered in New Orleans, Louisiana, that has engaged in the general banking business in the greater New Orleans area continuously since 1883. The Company has at times operated as a multi-bank holding company when it established or acquired new entities in connection with business acquisitions. To achieve the synergies and efficiencies of operating as a single-bank holding company, the Company has merged all banking operations into the Bank and intends to continue merging the operations of any future acquisitions at the earliest possible date.
NATURE OF BUSINESS AND MARKETS
     The Company, through the Bank, engages in community banking activities and serves a market area that covers the five-state Gulf Coast region stretching from Houston, Texas, across southern Louisiana and the coastal region of Mississippi, to central and south Alabama, the western panhandle of Florida, and to the metropolitan area of Tampa Bay, Florida. The Bank also maintains a foreign branch on Grand Cayman in the British West Indies.
     The Bank provides a broad range of community banking services to commercial, small business and retail customers, offering a variety of transaction and savings deposit products, treasury management services, investment brokerage services, secured and unsecured loan products, including revolving credit facilities, and letters of credit and similar financial guarantees. The Bank also provides trust and investment management services to retirement plans, corporations and individuals. Through its subsidiaries, the Bank also offers personal and business lines of insurance and annuity products to its customers.
     The Company also owns Whitney Community Development Corporation (WCDC). WCDC was formed to provide financial support to corporations or projects that promote community welfare in areas with mainly low or moderate incomes. WCDC’s primary activity has been to provide financing for the development of affordable housing.
THE BANK
     All material funds of the Company are invested in the Bank. The Bank has a large number of customer relationships that have been developed over a period of many years. In 2008, the Bank celebrated its 125th anniversary of continuous operations in the greater New Orleans area. The loss of any single customer or a few customers would not have a material adverse effect on the Bank or the Company. The Bank has customers in a number of foreign countries; however, the revenue derived from these foreign customers is not a material portion of its overall revenues.

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COMPETITION
     There is significant competition within the financial services industry in general as well as with respect to the particular financial services provided by the Company and the Bank. Within its market, the Bank competes directly with major banking institutions of comparable or larger size and resources and with various other smaller banking organizations. The Bank also has numerous local and national nonbank competitors, including savings and loan associations, credit unions, mortgage companies, personal and commercial finance companies, investment brokerage and financial advisory firms, and mutual fund companies. Entities that deliver financial services and access to financial products and transactions exclusively through the Internet are another source of competition. Technological advances have allowed the Bank and other financial institutions to provide electronic and Internet-based services that enhance the value of traditional financial products. Continued consolidation within the financial services industry will most likely change the nature and intensity of competition that Whitney faces, but can also create opportunities for Whitney to demonstrate and exploit competitive advantages.
     The participants in the financial services industry are subject to varying degrees of regulation and governmental supervision. The following section summarizes certain important aspects of the supervision and regulation of banks and bank holding companies. Some of Whitney’s competitors that are neither banks nor bank holding companies may be subject to less regulation than the Company and the Bank, and this may give them a competitive advantage. The system of laws and regulations affecting the financial services industry has been changing recently with the implementation of laws such as the Emergency Economic Stabilization Act (EESA) and the American Recovery and Reinvestment Act (ARRA) and will continue to change as the government attempts to respond to financial crises that have affected the banking system and financial markets. These changes, as well as future changes, in the laws and regulations governing the financial industry could and likely will influence the competitive positions of the participants in this industry. We cannot predict whether the changes will be favorable or unfavorable to the Company and the Bank.
SUPERVISION AND REGULATION
     The Company and the Bank are subject to comprehensive supervision and regulation that affect virtually all aspects of their operations. This supervision and regulation is designed primarily to protect depositors and the Deposit Insurance Fund (DIF) of the Federal Deposit Insurance Corporation (FDIC), and generally is not intended for the protection of the Company’s shareholders. The following summarizes certain of the more important statutory and regulatory provisions. As of the date of this document, substantial changes to the regulatory framework applicable to Whitney and its subsidiaries are being considered by Congress and by U.S. bank regulatory agencies. For a discussion of such proposed changes, please see “Recent Regulatory Developments” below. Changes in applicable law or regulation, and in their application by regulatory agencies, cannot be predicted, but they may have a material effect on the business and results of Whitney and its subsidiaries.
Recent Regulatory Developments
     U.S. Treasury Capital Purchase Program. Pursuant to the U.S. Department of the Treasury’s (the U.S. Treasury) Capital Purchase Program (the CPP), on December 19, 2008, Whitney issued and sold 300,000 shares of Whitney’s Fixed Rate Cumulative Perpetual Preferred Stock Series A (Series A Preferred Stock) and a warrant to purchase up to 2,631,579 shares of our common stock to the U.S. Treasury as part of the CPP (the Warrant). This senior preferred stock bears quarterly dividends at an annual rate of five percent for the first five years and nine percent thereafter. The Company may redeem the preferred stock from the Treasury at any time without penalty, subject to the Treasury’s consultation with the Company’s primary regulatory agency. So long as the senior preferred stock is outstanding, certain restrictions are placed on Whitney’s ability to pay other dividends or repurchase stock. In addition, CPP participants are subject to certain executive compensation limitations. Further, under the EESA, Congress has the ability to impose “after-the-fact” terms and conditions on participants in the CPP. As a participant in the CPP, Whitney may be subject to any such retroactive terms and conditions. The Company cannot predict whether, or in what form, additional terms or conditions may be imposed or the extent to which the Company’s business may be affected.

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     Comprehensive Financial Stability Plan of 2009. On February 10, 2009, Treasury Secretary Timothy Geithner announced a new comprehensive financial stability plan (the Financial Stability Plan), which earmarked the second $350 billion of unused funds originally authorized under the Emergency Economic Stabilization Act of 2008.
     The major elements of the Financial Stability Plan included: (i) a capital assistance program that has invested in convertible preferred stock of certain qualifying institutions, (ii) a consumer and business lending initiative to fund new consumer loans, small business loans and commercial mortgage asset-backed securities issuances, (iii) a public-private investment fund intended to leverage public and private capital with public financing to purchase up to $500 billion to $1 trillion of legacy “toxic assets” from financial institutions, and (iv) assistance for homeowners by providing up to $75 billion to reduce mortgage payments and interest rates and establishing loan modification guidelines for government and private programs.
     Regulatory Reform. In June of 2009, the current administration proposed a wide range of regulatory reforms that, if enacted, may have significant effects on the financial services industry in the United States. Significant aspects of the current administration’s proposals included, among other things, proposals (i) that any financial firm whose combination of size, leverage and interconnectedness could pose a threat to financial stability (known as Tier 1 FHCs) be subject to certain enhanced regulatory requirements, as discussed below, (ii) that federal bank regulators require loan originators or sponsors to retain part of the credit risk of securitized exposures, (iii) that there be increased regulation of broker-dealers and investment advisers, (iv) that a federal consumer financial protection agency be created that would have broad authority to regulate providers of credit, savings, payment and other consumer financial products and services, (v) that there be comprehensive regulation of OTC derivatives, (vi) that the controls on the ability of banking institutions to engage in transactions with affiliates be tightened, and (vii) that financial holding companies be required to be “well-capitalized” and “well managed” on a consolidated basis.
     The U.S. Congress, state lawmaking bodies and federal and state regulatory agencies continue to consider a number of wide-ranging and comprehensive proposals for altering the structure, regulation and competitive relationships of the nation’s financial institutions, including rules and regulations related to the broad range of reform proposals set forth by the current administration described above. The House of Representatives passed a bill in December 2009 that covered many elements of the administration proposal discussed above. The Senate Banking Committee currently is considering counterpart legislation to bring to the Senate floor. In addition, both the U.S. Treasury Department and the Basel Committee on Banking Supervision (the Basel Committee) have issued policy statements regarding proposed significant changes to the regulatory capital framework applicable to banking organizations. For a discussion of such proposals, please see “Capital” below.
     It cannot be predicted whether or in what form further legislation and/or regulations may be adopted or the extent to which Whitney’s business may be affected thereby.
     Tier 1 FHC Status. As noted above, the current administration has proposed that so-called Tier 1 FHCs be subject to certain enhanced regulatory requirements. The House bill contains a similar concept. If Whitney were deemed to be a Tier 1 FHC, it would be subject to such requirements. Among other things, Tier 1 FHCs would be subject to stricter and more conservative capital, liquidity and risk management standards, a new prompt corrective action regime (similar to that which already exists for insured depository institutions), enhanced public disclosures, and a requirement that they have in place a credible plan for the rapid resolution of the firm in the event of severe financial distress. There would also be a focus on the sufficiency of high-quality capital in stressed economic scenarios. Moreover, Tier 1 FHC subsidiaries (whether regulated or unregulated) would be subject to consolidated supervision by the Federal Reserve, although functionally regulated subsidiaries (such as banks and broker-dealers) would continue to be supervised by their primary federal regulators.
     Incentive Compensation. On October 22, 2009, the Federal Reserve issued a comprehensive proposal on incentive compensation policies (the Incentive Compensation Proposal) intended to ensure that the incentive compensation policies of banking organizations do not undermine the safety and soundness of such organizations by encouraging excessive risk-taking. The Incentive Compensation Proposal, which covers all employees that have the ability to materially affect the risk profile of an organization, either individually or as part of a group, is based upon the key principles that a banking organization’s incentive compensation arrangements should (i) provide incentives

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that do not encourage risk-taking beyond the organization’s ability to effectively identify and manage risks, (ii) be compatible with effective internal controls and risk management, and (iii) be supported by strong corporate governance, including active and effective oversight by the organization’s board of directors. Any deficiencies in compensation practices that are identified may be incorporated into the organization’s supervisory ratings, which can affect its ability to make acquisitions or perform other actions. The Incentive Compensation Proposal provides that enforcement actions may be taken against a banking organization if its incentive compensation arrangements or related risk-management control or governance processes pose a risk to the organization’s safety and soundness and the organization is not taking prompt and effective measures to correct the deficiencies. In addition, on January 12, 2010, the FDIC announced that it would seek public comment on whether banks with compensation plans that encourage risky behavior should be charged higher deposit assessment rates than such banks would otherwise be charged.
     The scope and content of the U.S. banking regulators’ policies on executive compensation are continuing to develop and are likely to continue evolving in the near future. It cannot be determined at this time whether compliance with such policies will adversely affect the ability of Whitney and its subsidiaries to hire, retain and motivate their key employees.
     Financial Crisis Responsibility Fees. On January 14, 2010, the current administration announced a proposal to impose a fee (the Financial Crisis Responsibility Fee) on those financial institutions that benefited from recent actions taken by the U.S. government to stabilize the financial system. If implemented as initially proposed, the Financial Crisis Responsibility Fee will be applied to firms with over $50 billion in consolidated assets, and, therefore, by its current proposed terms would not apply to Whitney. There can be no assurance that the proposal will not be revised and will not apply to Whitney in the future. The Financial Crisis Responsibility Fee would be collected by the Internal Revenue Service and would be approximately fifteen basis points, or 0.15%, of an amount calculated by subtracting a covered institution’s Tier 1 capital and FDIC-assessed deposits (and/or an adjustment for insurance liabilities covered by state guarantee funds) from such institution’s total assets.
     The Financial Crisis Responsibility Fee, if implemented as proposed by the current administration, would go into effect on June 30, 2010 and remain in place for at least ten years. The U.S. Treasury would be asked to report after five years on the effectiveness of the Financial Crisis Responsibility Fee as well as its progress in repaying projected losses to the U.S. government as a result of the TARP. If losses to the U.S. government as a result of TARP have not been recouped after ten years, the Financial Crisis Responsibility Fee would remain in place until such losses have been recovered.
Supervisory Authorities
     Whitney is a bank holding company, registered with and regulated by the Federal Reserve. The Bank is a national bank and, as such, is subject to supervision, regulation and examination by the Office of the Comptroller of the Currency (OCC) as its chartering authority and secondarily by the FDIC as its deposit insurer. Ongoing supervision is provided through regular examinations by the OCC and Federal Reserve and other means that allow the regulators to gauge management’s ability to identify, assess and control risk in all areas of operations in a safe and sound manner and to ensure compliance with laws and regulations. As a result, the scope of routine examinations of the Company and the Bank is rather extensive. To facilitate supervision, the Company and the Bank are required to file periodic reports with the regulatory agencies, and much of this information is made available to the public by the agencies.
Capital
     The Federal Reserve and the OCC require that the Company and the Bank meet certain minimum ratios of capital to assets in order to conduct their activities. Two measures of regulatory capital are used in calculating these ratios — Tier 1 Capital and Total Capital. Tier 1 Capital generally includes common equity, retained earnings, a limited amount of qualifying preferred stock, and qualifying minority interests in consolidated subsidiaries, reduced by goodwill and certain other intangible assets, such as core deposit intangibles, and certain other assets. Total Capital generally consists of Tier 1 Capital plus a limited amount of the allowance for loan losses, preferred stock that does not qualify as Tier 1 Capital, certain types of subordinated debt and a limited amount of other items.

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     The Tier 1 Capital ratio and the Total Capital ratio are calculated against an asset total weighted for risk. Certain assets, such as cash and U.S. Treasury securities, have a zero risk weighting. Others, such as commercial and consumer loans, often have a 100% risk weighting. The asset total also includes amounts that represent the potential funding of off-balance sheet obligations such as loan commitments and letters of credit. These potential assets are assigned to risk categories in the same manner as funded assets. The total assets in each category are multiplied by the appropriate risk weighting to determine risk-adjusted assets for the capital calculations. The leverage ratio also provides a measure of the adequacy of Tier 1 Capital, but assets are not risk-weighted for this calculation. Assets deducted from regulatory capital, such as goodwill and other intangible assets, are also excluded from the asset base used to calculate capital ratios.
     The minimum regulatory capital ratios for both the Company and the Bank are generally 8% for Total Capital, 4% for Tier 1 Capital and 4% for leverage. To be eligible to be classified as “well-capitalized,” the Bank must generally maintain a Total Capital ratio of 10% or greater, a Tier 1 Capital ratio of 6% or greater, and a leverage ratio of 5% or more. At December 31, 2009, both Whitney and the Bank had the required capital levels to qualify as well-capitalized.
     The OCC, the Federal Reserve, and the FDIC have authority to compel or restrict certain actions if the Bank’s capital should fall below adequate capital standards as a result of operating losses, or if its regulators otherwise determine that it has insufficient capital. Among other matters, the corrective actions may include, but are not limited to, requiring the Bank to enter into informal or formal enforcement orders, including memoranda of understanding, written agreements, supervisory letters, commitment letters, and consent or cease and desist orders to take corrective action and refrain from unsafe and unsound practices; removing officers and directors; assessing civil monetary penalties; and taking possession of and closing and liquidating the Bank.
     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 December 31, 2009, the Bank’s regulatory ratios exceeded all three of these minimum ratios with an 8.90% leverage ratio, a 10.48% Tier 1 Capital ratio, and a 13.31% Total Capital ratio. In addition to meeting these capital requirements, we believe that the Bank has made significant progress in meeting its commitments, including (i) the adoption of amendments to various credit policies to provide for (a) the development of a written action plan for criticized assets of $1 million or greater and (b) the timely and accurate risk ratings of loans and timely placement of loans on nonaccrual; (ii) the establishment of training programs for lending officers to ensure completion of written action plans for criticized assets and accurate risk ratings of loans and the proper financial analysis of borrowers and guarantors; and (iii) completion of an assessment of and enhancement to the methodology for determining its allowance for loan losses.
     The Company’s primary regulator, the Federal Reserve, has also required us to take certain actions in addition to the foregoing, which include (i) obtaining regulatory approval prior to repurchasing its common stock or incurring, guaranteeing additional debt or increasing its cash dividends, (ii) providing a plan to strengthen risk management reporting and practices and (iii) providing a capital plan to maintain a sufficient capital position and updating the plan quarterly with capital projections and stress tests. We believe that the Company has met and will continue to meet its obligations under this commitment.
     The regulatory capital framework under which the Company and the Bank operate is in a period of change with likely legislation or regulation that will revise the current standards and very likely increase capital requirements for the entire banking industry, including the Company and the Bank. The resulting capital requirements are yet to be determined. The Company and the Bank are now governed by a set of capital rules known as “Basel I” that the Federal Reserve and the OCC have had in place since 1988, with some subsequent amendments and revisions. Before the recent financial crisis began to have a dramatic effect on the banking industry, the U.S. regulators had participated in an effort by the Basel Committee on Banking Supervision to develop

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Basel II. Basel II provides several options for determining capital requirements for credit and operational risk. In December 2007, the agencies adopted a final rule implementing Basel II’s “advanced approach” for “core banks”—U.S. banking organizations with over $250 billion in banking assets or on-balance-sheet foreign exposures of at least $10 billion. For other banking organizations, including the Company and the Bank, the U.S. banking agencies proposed a rule in July 2008 that would have enabled these organizations to adopt the Basel II “standardized approach.” The proposed rule has not been finalized. In September 2009, as a result of the financial crisis that has adversely affected global credit markets and increased credit, liquidity, interest rate and other risks, the Treasury Department issued principles for international regulatory reform, which included recommendations for higher capital standards for all banking organizations to be implemented as part of a broader reconsideration of international risk-based capital standards developed by Basel II. In December 2009, the Basel Committee requested comment on a series of proposals that would have the effect of increasing capital requirements.
FDICIA and Prompt Corrective Action
     The Federal Deposit Insurance Improvement Act of 1991 (FDICIA), among other things, identifies five capital categories for insured depository institutions (well-capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.) and requires the federal banking agencies, including the FDIC, to implement systems for “prompt corrective action” for insured depository institutions that do not meet minimum capital requirements within these categories. The FDICIA imposes progressively more restrictive restraints on operations, management and capital distributions, depending on the category in which an institution is classified.
     Failure to meet the capital guidelines also could subject a depository institution to capital raising requirements. An “undercapitalized” bank must develop a capital restoration plan and its parent holding company must guarantee the bank’s compliance with the plan. The liability of the parent holding company under any such guarantee is limited to the lesser of 5% of the bank’s assets at the time it became “undercapitalized” or the amount needed to comply with the plan. Furthermore, in the event of the bankruptcy of the parent holding company, such guarantee would take priority over the parent’s general unsecured creditors.
     Within the “prompt corrective action” regulations, the federal banking agencies also have established procedures for “downgrading” an institution to a lower capital category based on supervisory factors other than capital. Specifically, a federal banking agency may, after notice and an opportunity for a hearing, reclassify a well-capitalized institution as adequately capitalized and may require an adequately capitalized institution or an undercapitalized institution to comply with supervisory actions as if it were in the next lower category if the institution is deemed to be operating in an unsafe or unsound condition or engaging in an unsafe or unsound practice. The FDIC may not, however, reclassify a significantly undercapitalized institution as critically undercapitalized.
     In addition to the “prompt corrective action” directives, failure to meet capital guidelines may subject a banking organization to a variety of other enforcement remedies, including additional substantial restrictions on its operations and activities, termination of deposit insurance by the FDIC and, under certain conditions, the appointment of a conservator or receiver.
Expansion and Activity Limitations
     With prior regulatory approval, a bank holding company may acquire other banks or bank holding companies, and a national bank may participate in FDIC-assisted transactions or merge with other banks. Acquisitions of banks domiciled in states other than the national bank’s home state may be subject to certain restrictions, including restrictions related to the percentage of deposits that the resulting bank may hold in that state and nationally and the number of years that the bank to be acquired must have been operating. A bank holding company may also engage in or acquire an interest in a company that engages in activities that the Federal Reserve has determined by regulation or order to be so closely related to banking as to be a proper incident to banking activities. The Federal Reserve normally requires a notice or application to engage in or acquire companies engaged in such activities. Under the BHCA, a bank holding company is generally prohibited from engaging in or acquiring direct or indirect control of more than 5% of the voting shares of any company engaged in activities other than those referred to above.

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     Under the Gramm-Leach-Bliley Act (GLB Act), adopted in 1999, bank holding companies that are well-capitalized and well-managed and meet other conditions can elect to become financial holding companies. As financial holding companies, they and their subsidiaries are permitted to acquire or engage in certain financial activities that were not previously permitted for bank holding companies. These activities include insurance underwriting, securities underwriting and distribution, travel agency activities, broad insurance agency activities, merchant banking, and other activities that the Federal Reserve determines to be financial in nature or complementary to these activities. Whitney has not elected to become a financial holding company, but may elect to do so in the future. The GLB Act also permits qualifying banks to establish financial subsidiaries that may engage in certain financial activities not previously permitted for banks. The Bank currently controls two financial subsidiaries, where it conducts its insurance agency activities.
     Whitney is currently subject to a consent order requiring it to take certain actions to enhance its Bank Secrecy Act/Anti-Money Laundering (BSA/AML) program. The 2001 US Patriot Act, which substantially revised the BSA laws, includes a provision that requires the Federal Reserve and the OCC, the Company’s primary regulators, to consider Whitney’s BSA/AML compliance, among other factors, when reviewing bank mergers, acquisitions and other applications for business combinations.
Support of Subsidiary Banks by Holding Companies
     Under current Federal Reserve policy, Whitney is expected to act as a source of financial strength for the Bank and to commit resources to support the Bank in circumstances where it might not do so absent such a policy. In addition, any loans by a bank holding company to a subsidiary bank are subordinate in right of payment to depositors and certain other indebtedness of the subsidiary bank. In the event of a bank holding company’s bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank at a certain level would be assumed by the bankruptcy trustee and entitled to priority of payment.
Limitations on Acquisitions of Banks and Bank Holding Companies
     As a general proposition, other companies seeking to acquire control of a bank such as the Bank or a bank holding company such as Whitney would require the approval of the Federal Reserve under the BHCA. In addition, individuals or groups of individuals seeking to acquire control of a bank or bank holding company would need to file a prior notice with the Federal Reserve (which the Federal Reserve may disapprove under certain circumstances) under the Change in Bank Control Act. Control is conclusively presumed to exist if an individual or company acquires 25% or more of any class of voting securities of the bank holding company. Control may exist under the Change in Bank Control Act if the individual or group of individuals acquires 10% or more of any class of voting securities of the bank or bank holding company. A company may be presumed to have control under the BHCA if it acquires 5% or more of any class of voting securities of the bank or bank holding company.
Deposit Insurance
     The Bank is a member of the FDIC, and its deposits are insured by the DIF of the FDIC up to the amount permitted by law. The Bank is thus subject to FDIC deposit insurance premium assessments. The FDIC uses a risk-based assessment system that assigns insured depository institutions to one of four risk categories based on three primary sources of information — supervisory risk ratings for all institutions, financial ratios for most institutions, including the Bank, and long-term debt issuer ratings for large institutions that have such ratings. In February 2009, the FDIC issued new risk based assessment rates that took effect April 1, 2009. For insured depository institutions in the lowest risk category, the annual assessment rate ranges from 7 to 24 cents for every $100 of domestic deposits. For institutions assigned to higher risk categories, the new assessment rates range from 17 to 77.5 cents per $100 of domestic deposits. These ranges reflect a possible downward adjustment for unsecured debt outstanding and possible upward adjustments for secured liabilities and, in the case of institutions outside the lowest risk category, brokered deposits.
     The FDIC’s assessment rates are intended to result in a DIF reserve ratio of at least 1.15%. As part of an effort to remedy the decline in the ratio from recent bank failures, the FDIC, on September 30, 2009, collected a one-time special assessment of five basis points of an institution’s assets minus Tier 1 capital as of June 30, 2009. Later in

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2009, the FDIC ruled that nearly all FDIC-insured depositor-institutions must prepay their estimated DIF assessments for the next three years on December 31, 2009. This ruling also provided for maintaining the assessment rates at their current levels through the end of 2010, with a uniform increase of 3 cents per $100 of covered deposits effective January 1, 2011. The ruling did not affect how the Bank determines and recognizes its expense for deposit insurance.
     The FDIC also collects a deposit-based assessment from insured financial institutions on behalf of The Financing Corporation (FICO). The funds from these assessments are used to service debt issued by FICO in its capacity as a financial vehicle for the Federal Savings & Loan Insurance Corporation. The FICO assessment rate is set quarterly and was approximately 1 cent per $100 of assessable deposits in 2009. These assessments will continue until the debt matures in 2017 through 2019.
     Effective November 21, 2008 and until June 30, 2010, the FDIC expanded deposit insurance limits for certain accounts under the FDIC’s Temporary Liquidity Guarantee Program (TLG Program). Provided an institution does not opt out of the TLG Program, the FDIC fully guarantees funds deposited in noninterest-bearing transaction accounts, including (i) interest on Lawyer Trust Accounts or IOLTA accounts, and (ii) negotiable order of withdrawal or NOW accounts with rates no higher than .50 percent if the institution has committed to maintain the interest rate at or below that rate. A separate assessment was imposed for this expanded coverage. The Bank did not opt out of the TLG Program.
Other Statutes and Regulations
     The Company and the Bank are subject to a myriad of other statutes and regulations affecting their activities. Some of the more important include:
     Bank Secrecy Act — Anti-Money Laundering. Financial institutions must maintain anti-money laundering programs that include established internal policies, procedures and controls; a designated compliance officer; an ongoing employee training program; and testing of the program by an independent audit function. The Company and the Bank are also prohibited from entering into specified financial transactions and account relationships and must meet enhanced standards for due diligence and customer identification in their dealings with foreign financial institutions and foreign customers. Financial institutions must take reasonable steps to conduct enhanced scrutiny of account relationships to guard against money laundering and to report any suspicious transactions, and law enforcement authorities have been granted increased access to financial information maintained by banks. Anti-money laundering obligations have been substantially strengthened as a result of the USA Patriot Act, enacted in 2001 and renewed in 2006. Bank regulators routinely examine institutions for compliance with these obligations and they must consider an institution’s compliance in connection with the regulatory review of applications. The regulatory authorities have imposed “cease and desist” orders and money penalty sanctions against institutions found to be violating these obligations.
     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.
     OFAC. The Office of Foreign Assets Control (OFAC) is responsible for helping to insure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. OFAC sends bank regulatory agencies lists of persons and organizations suspected of aiding, harboring or

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engaging in terrorist acts, known as Specially Designated Nationals and Blocked Persons. If the Company or the Bank find a name on any transaction, account or wire transfer that is on an OFAC list, the Company or the Bank must freeze such account, file a suspicious activity report and notify the appropriate authorities.
     Sections 23A and 23B of the Federal Reserve Act. The Bank is limited in its ability to lend funds or engage in transactions with the Company or other nonbank affiliates of the Company, and all such transactions must be on an arms-length basis and on terms at least as favorable to the Bank as those prevailing at the time for transactions with unaffiliated companies. The Bank is also prohibited from purchasing low quality assets from the Company or other nonbank affiliates of the Company. Outstanding loans from the Bank to the Company or other nonbank affiliates of the Company may not exceed 10% of the Bank’s capital stock and surplus, and the total of such transactions between the Bank and all of its nonsubsidiary affiliates may not exceed 20% of the Bank’s capital stock and surplus. These loans must be fully or over-collateralized.
     Loans to Insiders. The Bank also is subject to restrictions on extensions of credit to executive officers, directors, principal shareholders and their related interests. Such extensions of credit (i) must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties, (ii) must not involve more than the normal risk of repayment or present other unfavorable terms and (iii) may require approval by the Bank’s board of directors. Loans to executive officers are subject to certain additional restrictions.
     Dividends. Whitney’s principal source of cash flow, including cash flow to pay dividends to its shareholders, has been the dividends that it receives from the Bank. Statutory and regulatory limitations apply to the Bank’s payment of dividends to the Company as well as to the Company’s payment of dividends to its shareholders. The Bank needs prior regulatory approval to pay the Company a dividend that exceeds the Bank’s current net income and retained net income from the two previous years. The Bank may not pay any dividend that would cause it to become undercapitalized or if it already is undercapitalized. The federal banking agencies may prevent the payment of a dividend if they determine that the payment would be an unsafe and unsound banking practice. Moreover, regulatory policy statements by the OCC and the Federal Reserve provide that generally bank holding companies and insured banks should only pay dividends out of current operating earnings. Whitney must currently obtain regulatory approval before increasing the common dividend rate above the current quarterly level of $.01 per share.
     In addition to these regulatory requirements and restrictions, Whitney’s ability to pay dividends is also limited by its participation in the CPP. Prior to December 19, 2011, unless Whitney has redeemed the preferred stock issued to the Treasury in the CPP or the Treasury has transferred the preferred stock to a third party, Whitney cannot increase its quarterly dividend above $.31 per share of common stock. Furthermore, if Whitney is not current in the payment of quarterly dividends on the Series A preferred stock, it cannot pay dividends on its common stock.
     Community Reinvestment Act. The Bank is subject to the provisions of the Community Reinvestment Act of 1977, as amended (CRA), and the related regulations issued by the OCC. The CRA states that all banks have a continuing and affirmative obligation, consistent with safe and sound operation, to help meet the credit needs for their entire communities, including low- and moderate-income neighborhoods. The CRA also charges a bank’s primary federal regulator, in connection with the examination of the institution or the evaluation of certain regulatory applications filed by the institution, with the responsibility to assess the institution’s record of fulfilling its obligations under the CRA. The regulatory agency’s assessment of the institution’s record is made available to the public. The Bank received an “outstanding” rating following its most recent CRA examination.

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     Privacy and Data Security. The GLB Act imposed new requirements on financial institutions with respect to consumer privacy. The GLB Act generally prohibits disclosure of consumer information to nonaffiliated third parties unless the consumer has been given the opportunity to object and has not objected to such disclosure. Financial institutions are further required to disclose their privacy policies to consumers annually. Financial institutions, however, will be required to comply with state law if it is more protective of consumer privacy than the GLB Act. The GLB Act also directed federal regulators, including the FDIC, to prescribe standards for the security of consumer information. The Bank is subject to such standards, as well as standards for notifying consumers in the event of a security breach. Under federal law, the Company must disclose its privacy policy to consumers, permit consumers to opt out of having nonpublic customer information disclosed to third parties, and allow customers to opt out of receiving marketing solicitations based on information about the customer received from another subsidiary. States may adopt more extensive privacy protections. The Company is similarly required to have an information security program to safeguard the confidentiality and security of customer information and to ensure proper disposal. Customers must be notified when unauthorized disclosure involves sensitive customer information that may be misused.
     Consumer Regulation. Activities of the Bank are subject to a variety of statutes and regulations designed to protect consumers. These laws and regulations include provisions that:
    limit the interest and other charges collected or contracted for by the Bank;
 
    govern the Bank’s disclosures of credit terms to consumer borrowers;
 
    require the Bank to provide information to enable the public and public officials to determine whether it is fulfilling its obligation to help meet the housing needs of the community it serves;
 
    prohibit the Bank from discriminating on the basis of race, creed or other prohibited factors when it makes decisions to extend credit; and
 
    govern the manner in which the Bank may collect consumer debts.
     As a result of the turmoil in the residential real estate and mortgage lending markets, there are several concepts currently under discussion at both the federal and state government levels that could, if adopted, alter the terms of existing mortgage loans, impose restrictions on future mortgage loan originations, diminish lenders’ rights against delinquent borrowers or otherwise change the ways in which lenders make and administer residential mortgage loans. If made final, any or all of these proposals could have a negative effect on the financial performance of the Bank’s mortgage lending operations, by, among other things, reducing the volume of mortgage loans that the Bank can originate and sell into the secondary market and impairing the Bank’s ability to proceed against certain delinquent borrowers with timely and effective collection efforts.
     The deposit operations of the Bank are also subject to laws and regulations that:
    require the Bank to adequately disclose the interest rates and other terms of consumer deposit accounts;
 
    impose a duty on the Bank to maintain the confidentiality of consumer financial records and prescribe procedures for complying with administrative subpoenas of financial records;
 
    require escheatment of unclaimed funds to the appropriate state agencies after the passage of certain statutory time frames; and
 
    govern automatic deposits to and withdrawals from deposit accounts with the Bank and the rights and liabilities of customers who use automated teller machines and other electronic banking services.

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     Commercial Real Estate Lending. Lending operations that involve concentrations of commercial real estate loans are subject to enhanced scrutiny by federal banking regulators. Regulators have issued guidance with respect to the risks posed by commercial real estate lending concentrations. Commercial real estate loans generally include land development, construction loans and loans secured by multifamily property and nonfarm, nonresidential real property where the primary source of repayment is derived from rental income associated with the property. The guidance prescribes the following guidelines for examiners to help identify institutions that are potentially exposed to concentration risk and may warrant greater supervisory scrutiny:
    total reported loans for construction, land development and other land represent 100 percent or more of the institution’s total capital, or
 
    total commercial real estate loans represent 300 percent or more of the institution’s total capital, and the outstanding balance of the institution’s commercial real estate loan portfolio has increased by 50 percent or more during the prior 36 months.
     American Recovery and Reinvestment Act (ARRA). The ARRA, which was signed into law in February 2009, includes a wide variety of programs intended to stimulate the economy and to provide for extensive infrastructure, energy, health and education needs. In addition, the ARRA imposes certain new executive compensation and corporate expenditure limits on all current and future TARP recipients, including Whitney. These limits are in addition to those previously announced by the Treasury and apply until the institution has repaid the Treasury.
EMPLOYEES
     At the end of 2009, the Company and the Bank had a total of 2,730 employees, or 2,661 employees on a full-time equivalent basis. Whitney affords its employees a variety of competitive benefit programs including retirement plans and group health, life and other insurance programs. The Company also supports training and educational programs designed to ensure that employees have the types and levels of skills needed to perform at their best in their current positions and to help them prepare for positions of increased responsibility.
AVAILABLE INFORMATION
     The Company’s filings with the Securities and Exchange Commission (SEC), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports, are available on Whitney’s website as soon as reasonably practicable after the Company files or furnishes the reports with the SEC. Copies can be obtained free of charge by visiting the Investor Relations section of the Company’s website at www.whitneybank.com. These reports are also available on the SEC’s website at www.sec.gov. The Company’s website is not incorporated into this annual report on Form 10-K and it should not be considered part of this report.

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EXECUTIVE OFFICERS OF THE COMPANY
     
Name and Age   Position Held and Recent Business Experience
 
  Chairman of the Board and Chief Executive Officer of the Company and the Bank since 2008, President and Chief Operating Officer of the Company and the Bank from 2007 to 2008, Executive Vice President of the Company from 1994 to 2007 and of the Bank from 1998 to 2007
 
   
  President of the Company and the Bank since 2008, Executive Vice President of the Company and the Bank from 2005 to 2008, Senior Vice President of the Bank from 1994 to 2005
 
   
Robert C. Baird, Jr., 59
  Senior Executive Vice President of the Company and the Bank since 2009, Executive Vice President of the Company and the Bank from 1995 to 2009 — Banking Services
 
   
  Senior Executive Vice President of the Company and the Bank since 2009, Chief Financial Officer of the Company and the Bank since 1999, Executive Vice President of the Company and the Bank from 1999 to 2009, and Treasurer of the Company since 2001
 
   
Joseph S. Exnicios, 54
  Senior Executive Vice President and Chief Risk Officer of the Company and the Bank since 2009, Executive Vice President of the Company and the Bank from 2004 to 2009, Senior Vice President of the Bank from 1994 to 2004
 
   
Elizabeth L. Cowell, 51
  Executive Vice President of the Company and the Bank since 2009 — Retail & Business Banking; Senior Vice President and Director of De Novo Execution — Retail & Small Business Bank from 2007 to 2009, Director — Sales & Service Execution from 2006 to 2007, Director — Deposit & Access Services from 1999 to 2006, Wachovia Corporation
 
   
Francisco DeArmas, 49
  Executive Vice President of the Company and the Bank since 2007 — Operations & Technology; Chief Administrative Officer — Global Applications and Architecture from 2003 to 2007, General Motors Acceptance Corporation
 
   
C. Mark Duthu, 54
  Executive Vice President of the Company and the Bank since 2008 — Trust & Wealth Management; Regional Managing Director — Trust Division of Wachovia Bank from 2005 to 2006; Executive Vice President — Trust Division of SouthTrust Bank from 1998 to 2005
 
   
Joseph S. Schwertz, Jr., 53
  Executive Vice President of the Company and the Bank since 2009, Corporate Secretary of the Company and the Bank since 1993, Senior Vice President of the Bank from 1994 to 2009 — General Counsel

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Item 1A:   RISK FACTORS
     Making or continuing an investment in securities issued by Whitney, including our common stock, involves certain risks that you should carefully consider. Whitney must recognize and attempt to manage these risks as it implements its strategies to successfully compete with other companies in the financial services industry. Some of the more important risks common to the industry and Whitney are:
    credit risk, which is the risk that borrowers will be unable to meet their contractual obligations, leading to loan losses and reduced interest income;
 
    market risk, which is the risk that changes in market rates and prices will adversely affect the results of operations or financial condition;
 
    liquidity risk, which is the risk that funds will not be available at a reasonable cost to meet operating and strategic needs;
 
    compliance risk, which is the risk of failure to comply with requirements imposed by regulators;
 
    reputation risk, which is the risk that negative perceptions of a business will adversely affect operations and financial performance; and
 
    operational risk, which is the risk of loss resulting from inadequate or failed internal processes, people and systems, or external events, such as natural disasters.
     Although Whitney generally is not significantly more susceptible to adverse effects from these or other common risk factors than other industry participants, there are certain aspects of Whitney’s business model that may expose it to somewhat higher levels of risk. In addition to the other information contained in or incorporated by reference into this annual report on Form 10-K, these risk factors should be considered carefully in evaluating Whitney’s overall risk profile. Additional risks not presently known, or that Whitney currently deems immaterial, may also adversely affect Whitney’s business, financial condition or results of operations.
The recession in the broader economy, both nationally and internationally, could have an adverse affect on Whitney’s financial condition, results of operations and cash flows.
     Recessionary conditions and a subsequent period of slow recovery in the broader economy could adversely affect the financial capacity of businesses and individuals in Whitney’s market area. These conditions could, among other consequences, increase the credit risk inherent in the current loan portfolio, restrain new loan demand from creditworthy borrowers, prompt Whitney to tighten its underwriting criteria, and reduce the liquidity in Whitney’s customer base and the level of deposits that they maintain. These economic conditions could also delay the correction of the imbalance of supply and demand in certain real estate markets as discussed below. Legislative and regulatory actions taken in response to these conditions could impose additional restrictions and requirements on Whitney and others in the financial industry.
     The impact on Whitney’s financial results could include continued high levels of problem credits, provisions for credit losses and expenses associated with loan collection efforts, the possible impairment of certain intangible or deferred tax assets, the need for Whitney to replace core deposits with higher-cost sources of funds, and an inability to produce loan growth or overall growth in earning assets. Noninterest income from sources that are dependent on financial transactions and market valuations could also be reduced.
The current and further deterioration in the residential construction and commercial real estate markets may lead to increased nonperforming assets in Whitney’s loan portfolio and increased provision for losses on loans, which could have a material adverse effect on our capital, financial condition and results of operations.
     Since the third quarter of 2007, the residential construction and commercial real estate markets have experienced a variety of difficulties and changed economic conditions. In particular, conditions in Whitney’s Florida and Alabama residential-related real estate markets have led to continued declines in credit quality since the end of 2007. Our nonperforming loans were $414 million at December 31, 2009, compared to $301 million at December 31, 2008. Nonperforming loans in our Florida and Alabama markets represented approximately 59% and 18%, respectively, of our total nonperforming loans at December 31, 2009. More recently, we have begun to see some deterioration in our commercial real estate loan portfolio across all of our markets, particularly in Texas.

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Commercial real estate loans, which include residential-related construction loans, comprised $2.8 billion or 33% of Whitney’s loan portfolio as of December 31, 2009. The continued deterioration in market conditions could lead to additional loss provisions with respect to our real estate loan portfolios and the valuation of real estate we have obtained through foreclosure as well as to further additions to nonperforming real estate loans. A sustained weak economy could also result in higher levels of nonperforming loans in other categories, such as commercial and industrial loans, which may result in additional losses. Management continually monitors market conditions and economic factors throughout our footprint for indications of change in other markets. If these economic conditions and market factors negatively and/or disproportionately affect some of our larger loans, then we could see a sharp increase in our total net charge-offs and also be required to significantly increase our allowance for loan losses. Any further increase in our nonperforming assets and related increases in our provision for losses on loans could negatively affect our business and could have a material adverse effect on our capital, financial condition and results of operations.
Whitney has credit exposure in the oil and gas industry.
     At December 31, 2009, the Bank had approximately $894 million in loans to borrowers in the oil and gas industry, representing approximately 11% of its total loans outstanding as of that date. The majority of the Bank’s customer base in this industry provides transportation and other services and products to support exploration and production activities. If there is a significant downturn in the oil and gas industry generally, the cash flows of Whitney’s customers’ in this industry would be adversely impacted. This in turn could impair their ability to service their debt to the Bank with adverse consequences to the Company’s earnings.
The composition of Whitney’s loan portfolio could increase the volatility of its credit quality metrics and provisions for credit losses.
     Whitney’s loan portfolio contains individual relationships, primarily with commercial customers, with outstanding balances that are relatively large in relation to its asset size. Changes in the credit quality of one or a few of these relationships could lead to increased volatility in the Company’s reported totals of loans with above-normal credit risk and in its provisions for credit losses over time.
Whitney’s allowance for loan losses may not be adequate to cover actual losses, and we may be required to materially increase our allowance, which may adversely affect our capital, financial condition and results of operations.
     The Company maintains an allowance for loan losses, which is a reserve established through a provision for loan losses charged to expense. The allowance represents management’s best estimate of probable loan losses that have been incurred within the existing portfolio of loans. The determination of the appropriate level of the allowance for loan losses inherently involves a high degree of subjectivity and requires us to make significant estimates of current credit risks using existing qualitative and quantitative information, all of which may undergo material changes. We have recently completed an assessment of and made enhancements to our Bank’s allowance methodology. Changes in economic conditions affecting borrowers, new information regarding existing loans, identification of additional problem loans, and other factors, both within and outside of our control, may require an increase in the allowance for loan losses. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for loan losses or the recognition of additional loan charge offs, based on judgments different than those of management. An increase in the allowance for loan losses results in a decrease in net income, and possibly regulatory capital, and may have a material adverse effect on our capital, financial condition and results of operations.
Impairment of goodwill associated with acquisitions would result in a charge to earnings.
     Goodwill is tested for impairment at least annually and the impairment test compares the estimated fair value of a reporting unit with its net book value. Given the current economic environment and potential for volatility in the fair value estimate, management is updating the impairment test for goodwill quarterly. No indication of goodwill impairment was identified by the annual test as of September 30, 2009 or the interim test as of December 31, 2009; however, it is possible that a noncash goodwill impairment charge may be required in the future. Such a charge could result in a material reduction in earnings in the period in which goodwill is determined to be impaired,

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but an impairment charge would not have an effect on tangible common equity or regulatory capital.
Additional losses may result in a valuation allowance to deferred tax assets.
     If Whitney is unable to continue to generate, or is unable to demonstrate that it can continue to generate, sufficient taxable income in the near future, then the Company may not be able to fully realize the benefits of our deferred tax assets and may be required to recognize a valuation allowance, similar to an impairment of those assets, if it is more likely than not that some portion of the deferred tax assets will not be realized. Any such valuation allowance would have a negative effect on Whitney’s results of operations, financial condition and capital position.
Whitney’s ability to pay dividends is subject to certain regulatory considerations.
     Whitney must currently obtain regulatory approval before increasing the common dividend rate above the current quarterly level of $0.1 per share. Regulatory policy statements provide that generally bank holding companies should only pay dividends out of current operating earnings and the level of dividends, if any, must be consistent with current and expected capital requirements. There are also various regulatory restrictions on the ability of the Bank to pay dividends to the Company. Dividends received from the Bank have traditionally been Whitney’s principal source of cash flow. Because of recent losses, the Bank currently has no capacity to declare dividends to the Company without prior regulatory approval. For additional information regarding the regulatory restrictions applicable to the Company and Bank, see “Supervision and Regulation” under Item 1.
Whitney’s continued participation in the Capital Purchase Program may adversely affect our ability to retain customers, attract investors, compete for new business opportunities and retain high performing employees.
     Several financial institutions which participated in the CPP received approval from the Treasury to exit the program during the second half of 2009. These institutions have, or are in the process of, repurchasing the preferred stock and repurchasing or auctioning the warrant issued to the Treasury as part of the CPP. Whitney has not yet requested approval to repurchase the preferred stock and warrant from the Treasury. In order to repurchase one or both securities, in whole or in part, we must establish that we have satisfied all of the conditions to repurchase, and there can be no assurance that we will be able to repurchase these securities from the Treasury.
     Our customers, employees, counterparties in our current and future business relationships, and the media may draw negative implications regarding the strength of Whitney as a financial institution based on our continued participation in the CPP following the exit of one or more of our competitors or other financial institutions. Any such negative perceptions may impair our ability to effectively compete with other financial institutions for business. In addition, because we have not yet repurchased the Treasury’s CPP investment, we remain subject to the restrictions on incentive compensation contained in the ARRA. Financial institutions which have repurchased the Treasury’s CPP investment are relieved of the restrictions imposed by the ARRA and its implementing regulations. Due to these restrictions, we may not be able to successfully compete with financial institutions that have repurchased the Treasury’s investment to retain and attract high performing employees. If this were to occur, our business, financial condition and results of operations may be adversely affected, perhaps materially.
The failure of other financial institutions could adversely affect Whitney.
     Whitney’s ability to engage in routine funding transactions could be adversely affected by the actions and potential failures of other financial institutions. Financial institutions are interrelated as a result of trading, clearing, counterparty and other relationships. As a result, defaults by, or even rumors or concerns about, one or more financial institutions or the financial services industry generally have led to market-wide liquidity problems and could lead to losses or defaults by the Company or by other institutions.

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Concern by customers over deposit insurance may cause a decrease in deposits and changes in the mix of funding sources available to Whitney.
     With recent increased bank failures, customers increasingly are concerned about the extent to which their deposits are insured by the FDIC. Customers may withdraw deposits in an effort to ensure that the amount they have on deposit with their bank is fully insured and some may seek deposit products or other bank savings and investment products that are collateralized. Decreases in deposits and changes in the mix of funding sources may adversely affect the Company’s funding costs and net income.
Whitney’s profitability depends in substantial part on net interest income and on its ability to manage interest rate risk.
     Whitney’s net interest income represented more than 75% of total revenues in each of the last five years. Net interest income is the difference between the interest earned on loans, investment securities and other earning assets, and interest owed on deposits and borrowings. Numerous and often interrelated factors influence Whitney’s ability to maintain and grow net interest income, and a number of these factors are addressed in Management’s Discussion and Analysis of Financial Condition and Results of Operations located in Item 7 of this annual report on Form 10-K. One of the most important factors is changes in market interest rates and in the relationship between these rates for different financial instruments and products and at different maturities. Such changes are generally outside the control of management and cannot be predicted with certainty. Although management applies significant resources to anticipating these changes and to developing and executing strategies for operating in an environment of change, they cannot eliminate the possibility that interest rate risk will negatively affect the Company’s net interest income and lead to earnings volatility.
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.
     Whitney is subject to extensive regulation, supervision and legislation that govern almost all aspects of our operations and limit the businesses in which we may engage. The Company and the Bank are subject to regular examinations, supervision and comprehensive regulation by various federal authorities with regard to compliance with such laws and regulations impacting financial institutions. For additional information, see “Supervision and Regulation” in Item 1. These laws and regulations may change from time to time and are primarily intended for the protection of consumers, depositors and the deposit insurance funds. The cost of compliance with such laws and regulations can be substantial and adversely affect our ability to operate profitably. Current economic conditions, particularly in the financial and real estate markets, have resulted in bank regulatory agencies placing increased focus and scrutiny on participants in the financial services industry, including Whitney.
     As a result of the difficult operating environment and the Company’s operating losses, the Company’s and the Bank’s primary regulators have required certain actions. See above “Supervision and Regulation.” While the Company has already commenced and implemented initiatives and strategies to address these regulatory issues and the Company believes that it has made significant progress in the adoption and implementation of plans and policies, the Company will likely devote significant time and resources of our management team, which may increase our costs, impede the efficiency of our internal business processes and adversely affect our profitability in the near term.
     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. If our regulators were to take such supervisory action, we could, among other things, become subject to significant restrictions on our existing business or on our ability to develop any new business. We also could be required to raise additional capital in the future, restrict or reduce our dividends or dispose of certain assets and liabilities within a prescribed period of time. The terms of any such supervisory action could have a material negative effect on our business, operating flexibility and financial condition.

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Reductions in the Company’s or the Bank’s credit ratings could reduce access to funding sources in the credit and capital markets and increase funding costs.
     Numerous rating agencies regularly evaluate our creditworthiness and assign credit ratings to the debt of the Company and the Bank. The agencies’ ratings are based on a number of factors, some of which are not within our control. In addition to factors specific to the financial strength and performance of the Company and the Bank, the rating agencies also consider conditions affecting the financial services industry generally. During 2009, several rating agencies downgraded select ratings for both the Company and the Bank, which was also the case for a number of other financial services industry entities. All of the Bank’s debt ratings remain investment grade. All of the Company’s ratings remain investment grade, with the exception of the Standard & Poor’s long-term debt rating, which is one level below investment grade. The agencies have also reported either a stable or negative ratings outlook for both the Company and the Bank.
     In light of the difficulties confronting the financial services industry generally, and the Company and the Bank specifically, including, among others, the weak global economic conditions, credit market disruptions, and the severe stress on residential and commercial real estate markets, there can be no assurance that the Company and the Bank will not receive further downgrades or that any of our ratings will remain investment grade. Further rating reductions by one or more rating agencies could adversely affect our access to funding sources and the cost and other terms of obtaining funding. Long-term debt ratings also factor into the calculation of deposit insurance premiums, and a reduction in the Bank’s ratings may increase premiums and expenses.
The Company’s financial condition and outlook may be adversely affected by damage to Whitney’s reputation.
     Our financial condition and outlook is highly dependent upon perceptions of our business practices and reputation. Our ability to attract and retain customers and employees could be adversely affected to the extent our reputation is damaged. Negative public opinion could result from our actual or alleged conduct in any number of activities, including lending practices, corporate governance, regulatory compliance, mergers and acquisitions, disclosure, existing or future litigation, sharing or inadequate protection of customer information and from actions taken by government regulators and community organizations in response to that conduct. Damage to our reputation could give rise to legal risks, which, in turn, could increase the size and number of litigation claims and damages asserted or subject us to regulatory enforcement actions, fines and penalties and cause us to incur related costs and expenses.
The costs and effects of litigation, derivative suits, investigations or similar matters, or adverse facts and developments related thereto, could materially affect Whitney’s business, operating results and financial condition.
     Whitney may be involved from time to time in a variety of litigation, derivative suits, investigations or similar matters arising out of our business. In 2009, we received, like many other financial institutions, a demand letter from a shareholder asserting that the Company’s incentive compensation between 2004 and 2008 was excessive and that the performance goals under its compensation plans were only achieved through imprudent business practices. The Board of Directors formed a special committee of independent directors to investigate this shareholder claim. The special committee conducted a thorough review of the demand allegations and concluded in its investigation that the there is no substantiation for the claims of wrongful conduct referenced in the shareholder demand and recommended that the demand be rejected. The Board adopted the special committee’s conclusions and recommendation.
     Neither management nor the special committee can predict at this time whether the shareholder will file a derivative lawsuit notwithstanding the special committee’s conclusion and Board’s adoption of the special committee’s recommendation. The Company’s insurance may not cover all claims that may be asserted against us, including the claim set forth above, and indemnification rights to which we are entitled may not be honored, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. Should the ultimate judgments or settlements in any litigation or investigation significantly exceed our insurance coverage, they could have a material adverse effect on our business, financial condition and results of operations. In addition, premiums for insurance covering the financial and banking sectors are rising. We may not be able to obtain appropriate types

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or levels of insurance in the future, nor may we be able to obtain adequate replacement policies with acceptable terms or at historic rates, if at all.
We rely on our systems and employees, and any errors or fraud could materially adversely affect our operations.
     Whitney is exposed to many types of operational risk, including the risk of fraud by employees and outsiders, clerical and recordkeeping errors, and computer/telecommunications systems malfunctions. The Bank’s business is dependent on its ability to process a large number of increasingly complex transactions. We have committed to make significant investments of time and resources into changing and improving our core systems and processes. We refer to this program internally as our Project Genesis program. If the operations of, or any of the changes to, our financial, accounting, or other data processing systems, including our Project Genesis program, fail or have other significant shortcomings, we could be materially adversely affected. We are similarly dependent on our employees. We could be materially adversely affected if one of our employees causes a significant operational breakdown or failure, either as a result of human error or where an individual purposefully sabotages or fraudulently manipulates our operations or systems. Third parties with which we do business also could be sources of operational risk to us due to breakdowns or failures of such parties’ own systems or employees. Any of these occurrences could diminish our ability to operate our business and result in potential liability to customers, reputation damage and regulatory intervention, which could materially adversely affect us.
     We may also be subject to disruptions of our operating systems arising from events that are wholly or partially beyond our control, which may include, for example, computer viruses or electrical or telecommunications outages or natural disasters. Such disruptions may give rise to losses in service to customers and loss or liability to us. In addition, there is a risk that our business continuity and data security systems prove to be inadequate. Any such failure could affect our operations and could materially adversely affect our results of operations by requiring us to expend significant resources to correct the defect, as well as by exposing us to litigation or losses not covered by insurance.
The senior preferred stock issued to the Treasury impacts net income available to Whitney’s common shareholders and its earnings per share.
     On December 19, 2008, the Company issued senior preferred stock (Series A preferred stock) to the Treasury in an aggregate amount of $300 million, along with a warrant for 2,631,579 shares of common stock. As long as shares of the Company’s Series A preferred stock issued under the CPP are outstanding, no dividends may be paid on the Company’s common stock unless all dividends on the Series A preferred stock have been paid in full. Additionally, the Company is not permitted to pay cash dividends in excess of $.31 per share per quarter on its common stock for three years from the preferred stock issue date without the Treasury’s consent, unless Treasury no longer owns the preferred stock. The dividends declared on shares of the Company’s Series A preferred stock reduce the net income available to common shareholders and the Company’s earnings per common share. Additionally, warrants to purchase the Company’s common stock issued to the Treasury may be dilutive to the Company’s earnings per share.
There can be no assurance when the Series A preferred stock can be redeemed and the Warrant can be repurchased.
     Subject to consultation with the Company’s banking regulators, Whitney intends to repurchase the Series A preferred stock and the Warrant issued to the Treasury when we believe the credit metrics in our loan portfolio have improved for the long-term and the overall economy has rebounded. However, there can be no assurance when the Series A preferred stock and the Warrant can be repurchased, if at all. Until such time as the Series A preferred stock and the Warrant are repurchased, we will remain subject to the terms and conditions of those instruments, which, among other things, require Whitney to obtain regulatory approval to repurchase or redeem common stock or our other preferred stock or increase the dividends on the Company’s common stock over $.31 per share, except in limited circumstances. Further, Whitney’s continued participation in the CPP subjects us to increased regulatory and legislative oversight, including with respect to executive compensation. These new and any future oversight and legal requirements and implementing standards under the CPP may have unforeseen or unintended adverse effects on the financial services industry as a whole, and particularly on CPP participants such as Whitney.

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Holders of the Series A preferred stock have rights that are senior to those of Whitney’s common shareholders.
     The Series A preferred stock that the Company has issued to the Treasury is senior to its shares of common stock, and holders of the Series A preferred stock have certain rights and preferences that are senior to holders of the Company’s common stock. The restrictions on the Company’s ability to declare and pay dividends to common shareholders are discussed above. In addition, the Company and its subsidiaries may not purchase, redeem or otherwise acquire for consideration any shares of the Company’s common stock unless the Company has paid in full all accrued dividends on the Series A preferred stock for all prior dividend periods, other than in certain circumstances. Furthermore, the Series A preferred stock is entitled to a liquidation preference over shares of the Company’s common stock in the event of liquidation, dissolution or winding up.
Holders of the Series A preferred stock may, under certain circumstances, have the right to elect two directors to Whitney’s board of directors.
     In the event that the Company fails to pay dividends on the Series A preferred stock for an aggregate of six quarterly dividend periods or more (whether or not consecutive), the authorized number of directors then constituting the Company’s board of directors will be increased by two. Holders of the Series A preferred stock, together with the holders of any outstanding parity stock with like voting rights, will be entitled to elect the two additional members of the board of directors at the next annual meeting (or at a special meeting called for this purpose) and at each subsequent annual meeting until all accrued and unpaid dividends for all past dividend periods have been paid in full.
Holders of the Series A preferred stock have limited voting rights.
     Except in connection with the election of directors to the Company’s board of directors as discussed immediately above and as otherwise required by law, holders of the Series A preferred stock have limited voting rights. In addition to any other vote or consent of shareholders required by law or Whitney’s amended and restated charter, the vote or consent of holders owning at least 66 2/3% of the shares of Series A preferred stock outstanding is required for (1) any authorization or issuance of shares ranking senior to the Series A preferred stock; (2) any amendment to the rights of the Series A preferred stock that adversely affects the rights, preferences, privileges or voting power of the Series A preferred stock; or (3) consummation of any merger, share exchange or similar transaction unless the shares of Series A preferred stock remain outstanding or are converted into or exchanged for preference securities of the surviving entity other than the Company and have such rights, preferences, privileges and voting power as are not materially less favorable than those of the holders the Series A preferred stock.
Whitney may issue additional common stock or other equity securities in the future which could dilute the ownership interest of existing shareholders.
     In order to maintain the Company’s or the Bank’s capital at desired or regulatorily-required levels or to replace existing capital such as the Series A preferred stock, the Company may be required to issue additional shares of common stock, or securities convertible into, exchangeable for or representing rights to acquire shares of common stock. The Company may sell these shares at prices below the current market price of shares, and the sale of these shares may significantly dilute shareholder ownership. The Company could also issue additional shares in connection with acquisitions of other financial institutions.
New banking laws and regulations could materially affect our operations and our cost of doing business.
     Legislation is now pending in Congress that would, if enacted, substantially change the regulatory framework for the banking industry, limit certain activities, impose new operational requirements, and increase consumer compliance obligations. The OCC and the federal bank regulatory agencies already have authority to impose many of these changes. If any new laws or regulations take effect, such changes could materially affect the way we do business and increase our compliance requirements.

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The short-term and long-term impact of a likely new capital framework, whether through the current proposal for non-Basel II U.S. banking institutions or through another set of capital standards, is uncertain.
     For U.S. banking institutions with assets of less than $250 billion and foreign exposures of less than $10 billion, including the Company and the Bank, a proposal is currently pending that would apply to them the “standardized approach” of the new risk-based capital standards developed by the Basel Committee on Banking Supervision (Basel II). As a result of the deterioration in the global credit markets and increases in credit, liquidity, interest rate, and other risks, the U.S. banking regulators have discussed possible increases in capital requirements, separate from the current proposal for the standardized approach of Basel II. Furthermore, in September 2009, the Treasury issued principles for international regulatory reform, which included recommendations for higher capital standards for all banking organizations to be implemented as part of a broader reconsideration of international risk-based capital standards developed by Basel II. Any new capital framework is likely to affect the cost and availability of different types of credit. U.S. banking organizations are likely to be required to hold higher levels of capital and could incur increased compliance costs. It is unclear at this time if similar increases in capital standards will be incorporated into a revised Basel II proposal that would be adopted by international financial institutions. Any of these developments, including increased capital requirements, could have a material negative effect on our business, results of operations and financial condition.
Whitney’s market area is susceptible to hurricanes and tropical storms, which may increase the Company’s exposure to credit risk, operational risk and liquidity risk.
     Most of Whitney’s market area lies within the coastal region of the five states bordering the Gulf of Mexico. This is a region that is susceptible to hurricanes and tropical storms. The two strong hurricanes that struck in 2005 had a major impact on the greater New Orleans area, southwest Louisiana and the Mississippi coast, with lesser impacts on coastal Alabama and the western panhandle of Florida. Within its broader market area, the greater New Orleans area is Whitney’s primary base of operations and is home to branches and relationship officers that service approximately 40% of the Bank’s total loans and 50% of total deposits at December 31, 2009. The 2005 storms caused widespread property damage, required temporary or permanent relocations of a large number of residents and business operations, and severely disrupted normal economic activity in the impacted areas. Although the Bank was able to operate successfully in the aftermath of these storms, management carefully studied its risk posture and has taken a number of steps to reduce the Bank’s exposure to future natural disasters and make its disaster recovery plans and operating arrangements more resilient. Details of the storms’ impact on Whitney, both operationally and with respect to credit risk and liquidity, has been chronicled in Item 7 of the Company’s annual reports on Forms 10-K for 2007, 2006 and 2005.
     Whitney cannot predict the extent to which future storms may impact its exposure to credit risk, operational risk or liquidity risk.

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Item 1B:   UNRESOLVED STAFF COMMENTS
     None.
Item 2:   PROPERTIES
     The Company does not directly own any real estate, but it does own real estate indirectly through its subsidiaries. The Company’s executive offices are located in downtown New Orleans in the main office facility owned by the Bank. The Bank also maintains operations centers in the greater New Orleans area and in Prattville, Alabama. The Bank makes portions of its main office facility and certain other facilities available for lease to third parties, although such incidental leasing activity is not material to Whitney’s overall operations. The Bank maintained approximately 161 banking facilities in five states at December 31, 2009. The Bank owns approximately 80% of these facilities, and the remaining banking facilities are subject to leases, each of which management considers to be reasonable and appropriate for its location. Management ensures that all properties, whether owned or leased, are maintained in suitable condition. Management also evaluates its banking facilities on an ongoing basis to identify possible under-utilization and to determine the need for functional improvements, relocations or possible sales.
     The Bank and subsidiaries of the Bank hold a variety of property interests acquired through the years in settlement of loans. Note 8 to the consolidated financial statements included in Item 8 of this annual report on Form 10-K provides further information regarding such property interests and is incorporated here by reference.
Item 3:   LEGAL PROCEEDINGS
     Whitney and its affiliates are subject to litigation and claims arising in the ordinary course of business. Whitney evaluates these contingencies based on information currently available, including advice of counsel. Management is currently of the opinion that the outcome of pending and threatened litigation would not have a material effect on Whitney’s consolidated financial position or results of operations.
Item 4:   RESERVED

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PART II
Item 5:   MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
     The Company’s common stock trades on The Nasdaq Global Select Market under the ticker symbol “WTNY.” The Summary of Quarterly Financial Information appearing in Item 8 of this annual report on Form 10-K shows the high and low sales prices of the Company’s stock for each calendar quarter of 2009 and 2008, as reported on The Nasdaq Global Select Market, and is incorporated here by reference.
     The approximate number of shareholders of record of the Company, as of February 26, 2010, was as follows:
         
Title of Class   Shareholders of Record  
Common Stock, no par value
    5,433  
     Dividends declared by the Company are listed in the Summary of Quarterly Financial Information appearing in Item 8 of this annual report on Form 10-K, which is incorporated here by reference. Holders of Whitney’s common stock are subject to the prior dividend rights of any holders of Whitney preferred stock then outstanding. For a description of certain restrictions on the payment of dividends see the section entitled “Supervision and Regulation” that appears in Item 1 of this annual report on Form 10-K, the section entitled “Shareholders Equity and Capital Adequacy” located in Item 7, and Note 17 to the consolidated financial statements located in Item 8.
     The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of the Company’s common stock during the three months ended December 31, 2009.
                 
            Total Number of    
    Total       Shares Purchased as   Maximum Number of
    Number of   Average Price   Part of Publicly   Shares that May Yet
    Shares   Paid   Announced Plans or   Be Purchased under the
Period   Purchased   per Share   Programs (1)   Plans or Programs (1)
October 2009
       
November 2009
       
December 2009
       
Total
       
No repurchase plans were in effect during the fourth quarter of 2009. 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.

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STOCK PERFORMANCE GRAPH
     The following performance graph and related information shall not be deemed “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, each as amended, except to the extent the Company specifically incorporates it by reference into such filing.
The performance graph compares the cumulative five-year shareholder return on the Company’s common stock, assuming an investment of $100 on December 31, 2004 and the reinvestment of dividends thereafter, to that of the common stocks of United States companies reported in the Nasdaq Total Return Index and the common stocks of the KBW 50 Total Return Index. The KBW 50 Total Return Index is a proprietary stock index of Keefe, Bruyette & Woods, Inc., that tracks the returns of 50 large banking companies throughout the United States.
(GRAPH LOGO)

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Item 6:   SELECTED FINANCIAL DATA
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
                                         
    Years Ended December 31  
(dollars in thousands, except per share data)   2009     2008     2007     2006     2005  
 
YEAR-END BALANCE SHEET DATA
                                       
Total assets
  $ 11,892,141     $ 12,380,501     $ 11,027,264     $ 10,185,880     $ 10,109,006  
Earning assets
    10,699,847       11,209,246       10,122,071       9,277,554       9,054,484  
Loans
    8,403,443       9,081,850       7,585,701       7,050,416       6,560,597  
Investment securities
    2,050,440       1,939,355       1,985,237       1,886,093       1,641,451  
Noninterest-bearing deposits
    3,301,354       3,233,550       2,740,019       2,947,997       3,301,227  
Total deposits
    9,149,894       9,261,594       8,583,789       8,433,308       8,604,836  
Shareholders’ equity
    1,681,064       1,525,478       1,228,736       1,112,962       961,043  
 
AVERAGE BALANCE SHEET DATA
                                       
Total assets
  $ 11,955,596     $ 11,080,342     $ 10,512,422     $ 10,242,838     $ 8,903,321  
Earning assets
    10,867,461       10,122,620       9,636,586       9,349,262       8,098,998  
Loans
    8,775,662       8,066,639       7,344,889       6,776,794       6,137,676  
Investment securities
    1,946,241       1,967,375       1,893,866       1,824,646       1,836,228  
Noninterest-bearing deposits
    3,134,811       2,786,003       2,708,353       3,033,978       2,439,229  
Total deposits
    9,106,002       8,368,937       8,397,778       8,476,954       7,224,426  
Shareholders’ equity
    1,542,293       1,225,177       1,209,923       1,065,303       935,362  
 
INCOME STATEMENT DATA
                                       
Interest income
  $ 519,298     $ 575,866     $ 661,105     $ 616,371     $ 468,085  
Interest expense
    75,866       120,221       196,314       145,160       80,986  
Net interest income
    443,432       455,645       464,791       471,211       387,099  
Net interest income (TE)
    448,115       460,662       470,868       477,423       392,979  
Provision for credit losses
    259,000       134,000       17,000       3,720       37,580  
Noninterest income
    119,950       107,172       126,681       84,791       82,235  
Net securities gain (loss) in noninterest income
    334       67       (1 )           68  
Noninterest expense
    416,394       351,094       349,108       338,473       286,398  
Net income (loss)
    (62,146 )     58,585       151,054       144,645       102,349  
Net income (loss) to common shareholders
    (78,372 )     57,997       151,054       144,645       102,349  
 
KEY RATIOS
                                       
Return on average assets
    (.52 )%     .53 %     1.44 %     1.41 %     1.15 %
Return on average common shareholders’ equity
    (6.28 )     4.77       12.48       13.58       10.94  
Net interest margin
    4.12       4.55       4.89       5.11       4.85  
Average loans to average deposits
    96.37       96.39       87.46       79.94       84.96  
Efficiency ratio
    73.34       61.84       58.42       60.20       60.28  
Expense to average assets
    3.48       3.17       3.32       3.30       3.22  
Allowance for loan losses to loans
    2.66       1.77       1.16       1.08       1.37  
Net charge-offs to average loans
    2.22       .88       .11       .29       .08  
Nonperforming assets to loans plus foreclosed assets and surplus property
    5.52       3.61       1.64       .81       1.03  
Average shareholders’ equity to average assets
    12.90       11.06       11.51       10.40       10.51  
Tangible common equity to tangible assets
    8.18       6.49       8.24       8.08       7.40  
Leverage ratio
    11.05       9.87       8.79       8.76       8.21  
 
COMMON SHARE DATA
                                       
Earnings (loss) per share
                                       
Basic
  $ (1.08 )   $ .89     $ 2.23     $ 2.21     $ 1.63  
Diluted
    (1.08 )     .88       2.21       2.18       1.62  
Cash dividends per share
  $ 0.04     $ 1.13     $ 1.16     $ 1.08     $ .98  
Book value per share
  $ 14.37     $ 18.29     $ 18.67     $ 16.88     $ 15.17  
Tangible book value per share
  $ 9.71     $ 11.48     $ 13.37     $ 12.10     $ 11.54  
Trading data
                                       
High price
  $ 16.16     $ 33.02     $ 33.26     $ 37.26     $ 33.69  
Low price
    7.78       13.96       22.46       27.27       24.14  
End-of-period closing price
    9.11       15.99       26.15       32.62       27.56  
 
    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 7:   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
     The purpose of this discussion and analysis is to aid in understanding significant changes in the financial condition of Whitney Holding Corporation and its subsidiaries (the Company or Whitney) and on their results of operations during 2009, 2008 and 2007. Nearly all of the Company’s operations are contained in its banking subsidiary, Whitney National Bank (the Bank). This discussion and analysis is intended to highlight and supplement information presented elsewhere in this annual report on Form 10-K, particularly the consolidated financial statements and related notes appearing in Item 8.
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) discussion of the results of a voluntary stress test of the loan portfolio; (d) statements of the results of net interest income simulations run by the Company to measure interest rate sensitivity; (e) comments on the anticipated dividend capacity of the Company and the Bank; (f) discussion of the performance of Whitney’s net interest income assuming certain conditions; (g) discussion of factors affecting trends in certain categories of noninterest income; and (h) 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;
 
    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 or acts of war or terrorism that directly or indirectly affect the financial health of Whitney’s customer base;

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    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 annual report on Form 10-K 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.
OVERVIEW
     The year ended December 31, 2009 was another difficult year for the U.S. economy and for the financial services industry. High credit costs, primarily the result of loan portfolio pressure stemming from ongoing deterioration in real estate values, as well as increasing unemployment and other factors, continued to negatively impact earnings. Property value declines, which began in late 2007, continued throughout 2008 and 2009. While Whitney did not have material exposure to many of the issues that originally plagued the industry (e.g., sub-prime loans, structured investment vehicles and collateralized debt obligations), the Company’s exposure to the residential housing sector, primarily residential development activity in the Florida market, pressured its loan portfolio, resulting in increased credit costs and foreclosed asset expenses. As the economic downturn continued, consumer confidence and weak economic conditions began to impact areas of the economy outside of the housing sector. Under these conditions, Whitney reported a net loss to common shareholders of $78.4 million for the year ended December 31, 2009, or $1.08 per diluted share, compared with earnings to common shareholders of $58.0 million for 2008, or $.88 per diluted share.
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 were $218 million.
Mergers and Acquisitions
     On November 7, 2008, Whitney completed its acquisition of Parish National Corporation (Parish), the parent of Parish National Bank. Parish National Bank operated 16 banking centers, primarily on the north shore of Lake Pontchartrain and other parts of the metropolitan New Orleans area, and had $771 million in total assets, including a loan portfolio of $606 million, and $636 million in deposits at the acquisition date. Whitney’s financial statements include the results from these acquired operations since the acquisition date.

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Loans and Earning Assets
     Total loans at the end of 2009 were down $678 million, or 7%, from December 31, 2008, with reduction in all of the Bank’s geographic regions and most portfolio segments. Total earning assets at December 31, 2009 were down approximately 5% from the end of 2008. The decline in total loans included charge-offs of $204 million and foreclosures of approximately $59 million. As was anticipated and previously disclosed, economic conditions restrained loan demand through 2009. 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 for the first half of 2010 with hope for some slow growth during the second half of 2010 in an economy beginning to recover and strengthen.
Deposits and Funding
     Total deposits at December 31, 2009 decreased approximately 1%, or $112 million, from December 31, 2008, but with a favorable shift in the deposit mix. Noninterest-bearing demand deposits grew 2%, or $68 million, from year-end 2008, and comprised 36% of total deposits at December 31, 2009. Lower-cost interest-bearing deposits grew 13%, or $466 million, over the same period, reflecting funds attracted to a special money market deposit product introduced in the first half of 2009. Higher-cost time deposits at December 31, 2009 were down 25%, or $645 million, compared to year-end 2008, mainly from declines in competitively bid public fund deposits and deposits held in treasury-management sweep products used by corporate customers. The sustained period of low market interest rates has tended to reduce the attractiveness of time deposits compared to alternative deposit products and investments.
     The balance of short-term borrowings at December 31, 2009, was down 42%, or $542 million, from year-end 2008, reflecting mainly restrained loan demand and the overall reduced level of earning assets.
Net Interest Income
     Whitney’s net interest income (TE) for 2009 decreased $12.5 million, or 3%, from 2008. Average earning assets were up 7% between these periods, while the net interest margin (TE) contracted 43 basis points to 4.12%. Asset yields decreased 92 basis points in 2009 mainly from a steep reduction in benchmark rates for the large variable-rate segment of Whitney’s loans portfolio. The cost of funds decreased 49 basis points from 2008 mainly from the impact of the sustained low rate environment on both deposit and short-term borrowing rates and a favorable shift in the funding mix. The lost interest on nonaccruing loans reduced the net interest margin by approximately 20 basis points in 2009 compared to approximately 10 basis points in 2008.
Provision for Credit Losses and Credit Quality
     Whitney increased its provision for credit losses to $259 million in 2009 compared to $134 million in 2008. Provisions related to impaired loans accounted for approximately half of the total provision for credit losses in 2009. More than $100 million of the impaired loan provisions came from Whitney’s Florida and Alabama markets and reflected in large part the continued decline in the value of underlying real estate collateral. The remainder of the provision for credit losses for 2009 was related to the increase in total criticized loans, the impact of elevated charge-off levels on historical loss factors, smaller consumer charge-offs and qualitative adjustments.
     Net loan charge-offs were $195 million, or 2.22%, of average loans in 2009, compared to $71.3 million, or .88% of average loans, in 2008. Florida loans generated approximately $140 million of the $204 million of gross charge-offs for 2009. These were heavily concentrated in residential-related real estate loans. The provision for loan losses exceeded net charge-offs by $62.6 million during 2009, which increased the allowance for loan losses to 2.66% of total loans at December 31, 2009 from 1.77% at December 31, 2008.
     The total of loans criticized through the Company’s credit risk-rating process was $1.06 billion at December 31, 2009. This represented 13% of total loans and a net increase of $288 million from December 31, 2008, although the criticized total at year-end 2009 was down $124 million from its peak at September 30, 2009. Criticized commercial and industrial (C&I) relationships increased $122 million from year-end 2008. This increase came mainly from loans to oil and gas industry customers, although less than 1% of the O&G portfolio was considered to be nonperforming at December 31, 2009. Criticized commercial real estate loans increased $114

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million during 2009, but the year-end total was down $79 million from the highpoint at the end of third quarter of 2009.
Noninterest Income
     Noninterest income in 2009 increased 15%, or $15.4 million, over 2008, excluding a $2.3 million gain recognized in 2008 from the mandatory redemption of Visa shares and income associated with foreclosed assets and surplus property in each period. Parish’s operations contributed approximately $8.0 million to the increase for 2009. Deposit service charge income grew by 11%, or $3.6 million, compared to 2008 on higher commercial account fees and the impact of Parish. The growth in commercial fees was driven in large part by reduced earnings credits in the low market rate environment. Fee income from Whitney’s secondary mortgage market operations grew $4.5 million in 2009, nearly double the level in 2008. Increased refinancing activity prompted by low rates and the addition of Parish’s operations both contributed. The results for 2009 also benefited from the earnings on a bank-owned life insurance program implemented midway through 2008.
Noninterest Expense
     Noninterest expense increased 19%, or $65.3 million, in 2009. Incremental operating costs associated with Parish’s operations, including amortization of intangibles, totaled approximately $23.8 million for 2009. Loan collection costs, including legal services, and foreclosed asset expenses and provisions for valuation losses totaled approximately $28 million for 2009, up approximately $21 million from 2008. The expense for deposit insurance and other regulatory fees was up $18.9 million compared to 2008, reflecting mainly steps taken by the FDIC to maintain the integrity of the deposit insurance fund as it absorbs recent bank failures. Whitney’s personnel expense increased 5%, or $9.0 million, before considering the cost of acquired staff. Employee compensation was stable as increases from normal salary adjustments and higher sales-based incentives were offset by a reduction in management incentive compensation from tightened performance criteria and the difficult operating environment. The cost of employee benefits grew approximately $9.0 million, before considering Parish’s impact, driven mainly by pension benefits.
CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
     Whitney prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. A discussion of certain accounting principles and methods of applying those principles that are particularly important to this process is included in Note 2 to the consolidated financial statements located in Item 8 of this annual report on Form 10-K. The Company is required to make estimates, judgments and assumptions in applying these principles to determine the amounts and other disclosures that are presented in the financial statements and discussed in this section.
Allowance for Credit Losses
     Whitney believes that the determination of its estimate of the allowance for credit losses involves a higher degree of judgment and complexity than its application of other significant accounting policies. Factors considered in this determination and management’s process are discussed in Note 2 and in the section below entitled “Loans, Credit Risk Management and Allowance and Reserve for Credit Losses.” Although management believes it has identified appropriate factors for review and designed and implemented adequate procedures to support the estimation process, the allowance remains an estimate about the effect of matters that are inherently uncertain. Over time, changes in national and local economic conditions or the actual or perceived financial condition of Whitney’s credit customers or other factors can materially impact the allowance estimate, potentially subjecting the Company to significant earnings volatility.

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Goodwill Impairment Test
     Goodwill is assessed for impairment both annually and when events or circumstances occur that make it more likely than not that impairment has occurred. 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 an acquisition of the whole unit, such as estimated discounted cash flows, the quoted market price of Whitney’s stock including an estimated control premium, and observable average price-to-earnings and price-to-book multiples of our competitors. If the unit’s fair value is less than its carrying value, an estimate of the implied fair value of the goodwill is compared to the goodwill’s carrying value. Given the volatility in market prices due in part to significant uncertainty about the financial services industry as a whole and limited activity of healthy bank acquisitions, management has placed greater reliance on the discounted cash flow analysis for the annual test. This analysis requires significant assumptions about the economic environment, expected net interest margins, growth rates and the rate at which cash flows are discounted.
     No impairment was indicated when the annual test was performed on 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. No indication of goodwill impairment was identified in these interim tests. For the most recent impairment test as of December 31, 2009, the discounted cash flow analysis resulted in a fair value estimate approximately 7% higher than book value. Either a 10 basis point reduction in the expected net interest margin, a .50% lower projected growth rate or a .50% higher discount rate would reduce the estimated fair value by approximately 7%.
Accounting for Retirement Benefits
     Management makes a variety of assumptions in applying principles that govern the accounting for benefits under the Company’s defined benefit pension plans and other postretirement benefit plans. These assumptions are essential to the actuarial valuation that determines the amounts Whitney recognizes and certain disclosures it makes in the consolidated financial statements related to the operation of these plans (see Note 15 in Item 8). Two of the more significant assumptions concern the expected long-term rate of return on plan assets and the rate needed to discount projected benefits to their present value. Changes in these assumptions impact the cost of retirement benefits recognized in net income and comprehensive income. Certain assumptions are closely tied to current conditions and are generally revised at each measurement date. For example, the discount rate is reset annually with reference to market yields on high quality fixed-income investments. Other assumptions, such as the rate of return on assets, are determined, in part, with reference to historical and expected conditions over time and are not as susceptible to frequent revision. Holding other factors constant, the cost of retirement benefits will move opposite to changes in either the discount rate or the rate of return on assets.

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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 2009 were down $678 million, or 7%, from December 31, 2008, with reduction in all of the Bank’s geographic regions and most portfolio segments. Included in this decline were charge-offs of $204 million and foreclosures of approximately $59 million. As was anticipated and previously disclosed, economic conditions restrained loan demand throughout 2009. 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 for the first half of 2010 with hope for some slow growth during the second half of 2010 in an economy beginning to recover and strengthen.
     Table 1 shows loan balances by type of loan at December 31, 2009 and at the end of the previous four years. Table 2 distributes the loan portfolio as of December 31, 2009 by the geographic region from which the loans are serviced. The following discussion provides an 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
                                         
    December 31,  
(in thousands)   2009     2008     2007     2006     2005  
Commercial & industrial
  $ 3,075,340     $ 3,436,461     $ 2,822,752     $ 2,725,531     $ 2,685,894  
Owner-occupied real estate
    1,079,487       1,013,919       740,977       604,196       608,407  
 
Total commercial & industrial
    4,154,827       4,450,380       3,563,729       3,329,727       3,294,301  
 
Construction, land & land development
    1,537,155     1,887,480       1,770,824       1,580,209       1,395,314  
Other commercial real estate
    1,246,353       1,254,329       965,757       909,599       739,765  
 
Total commercial real estate
    2,783,508       3,141,809       2,736,581       2,489,808       2,135,079  
 
Residential mortgage
    1,035,110       1,079,270       933,797       893,091       774,124  
Consumer
    429,998       410,391       351,594       337,790       357,093  
 
Total loans
  $ 8,403,443     $ 9,081,850     $ 7,585,701     $ 7,050,416     $ 6,560,597  
 
     The portfolio of C&I loans, including real estate loans secured by properties used in the borrower’s business, decreased $296 million, or 7%, between year-end 2008 and 2009, mainly reflecting economic conditions noted above. The C&I portfolio is diversified over a range of industries, including oil and gas (O&G), wholesale and retail trade in various durable and nondurable products and the manufacture of such products, marine transportation and maritime construction, hospitality, financial services and professional services.
     Loans outstanding to O&G industry customers declined approximately $167 million during 2009, but still represented approximately 11%, or $894 million, of total loans at December 31, 2009. Management monitors both industry fundamentals and portfolio performance and credit quality on a formal ongoing basis and establishes and adjusts internal exposure guidelines as a percent of capital both for the industry as a whole and for individual sectors within the industry. The majority of Whitney’s customer base in this industry provides transportation and other services and products to support exploration and production activities. The Bank seeks service and supply customers who are quality operators that can manage through volatile commodity price cycles. Loans outstanding to the exploration and production sector comprised approximately 32% of the O&G portfolio at December 31, 2009. 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.

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     Outstanding balances under participations in larger shared-credit loan commitments totaled $680 million at the end of 2009, compared to $772 million outstanding at year-end 2008. The total at December 31, 2009 included approximately $247 million related to the O&G industry. Substantially all of the shared credits are with customers operating in Whitney’s market area.
TABLE 2. GEOGRAPHIC DISTRIBUTION OF LOAN PORTFOLIO AT DECEMBER 31, 2009
                                                 
                            Alabama/             Percent  
(dollars in millions)   Louisiana     Texas     Florida     Mississippi     Total     of total  
Commercial & industrial
  $ 2,182     $ 548     $ 95     $ 250     $ 3,075       37 %
Owner-occupied real estate
    667       119       205       89       1,080       13  
 
Total commercial & industrial
    2,849       667       300       339       4,155       50  
 
Construction, land & land development
    454       484       363       236       1,537       18  
Other commerical real estate
    630       159       310       147       1,246       15  
 
Total commercial real estate
    1,084       643       673       383       2,783       33  
 
Residential mortgage
    564       148       196       127       1,035       12  
Consumer
    294       25       69       42       430       5  
 
Total
  $ 4,791     $ 1,483     $ 1,238     $ 891     $ 8,403       100 %
 
Percent of total
    57 %     18 %     15 %     10 %     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 $358 million, or 11%, during 2009. Approximately half 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.
     Tables 3 and 4 show the composition of certain components of the CRE portfolio by property type and the region from which the loans are serviced. Management also sets exposure guidelines for the overall portfolio of CRE loans as well as for loans secured by various subcategories of property.
TABLE 3. CONSTRUCTION, LAND & LAND DEVELOPMENT LOANS AT DECEMBER 31, 2009
                                                 
                            Alabama/             Percent  
(dollars in millions)   Louisiana     Texas     Florida     Mississippi     Total     of total  
Residential construction
  $ 61     $ 56     $ 35     $ 18     $ 170       11 %
Land & lots:
                                               
Residential
    161       45       129       79       414       27  
Commercial
    107       84       85       57       333       22  
Retail
    32       143       12       16       203       13  
Multifamily
    20       81             20       121       8  
Office buildings
    12       35       23       1       71       5  
Industrial/warehouse
    15       4       5       4       28       2  
Hotel/motel
                22             22       1  
Other (a)
    46       36       52       41       175       11  
 
Total
  $ 454     $ 484     $ 363     $ 236     $ 1,537       100 %
 
Percent of total
    30 %     31 %     24 %     15 %     100 %        
 
 
(a)   Includes agricultural land.

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TABLE 4. OTHER COMMERCIAL REAL ESTATE LOANS AT DECEMBER 31, 2009
                                                 
                            Alabama/             Percent  
(dollars in millions)   Louisiana     Texas     Florida     Mississippi     Total     of total  
Retail
  $ 159     $ 78     $ 80     $ 38     $ 355       28 %
Office buildings
    112       25       61       30       228       18  
Hotel/motel
    149       4       37       24       214       17  
Multifamily
    72       32       47       30       181       15  
Industrial/warehouse
    57       15       48       17       137       11  
Other
    81       5       37       8       131       11  
 
Total
  $ 630     $ 159     $ 310     $ 147     $ 1,246       100 %
 
Percent of total
    50 %     13 %     25 %     12 %     100 %        
 
     The residential mortgage loan portfolio declined $44 million during 2009, 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.
     Table 5 reflects contractual loan maturities, unadjusted for scheduled principal reductions, prepayments or repricing opportunities. Approximately 60% of the value of loans with a maturity greater than one year carries a fixed rate of interest.
TABLE 5. LOAN MATURITIES BY TYPE
                                 
    December 31, 2009  
    One year     One through     More than        
(in thousands)   or less     five years     five years     Total  
Commercial & industrial
  $ 2,109,276     $ 845,356     $ 120,708     $ 3,075,340  
Owner-occupied real estate
    144,394       772,692       162,401       1,079,487  
 
Total commercial & industrial
    2,253,670       1,618,048       283,109       4,154,827  
 
Construction, land & land development
    907,780       532,065       97,310       1,537,155  
Other commercial real estate
    317,005       758,408       170,940       1,246,353  
 
Total commercial real estate
    1,224,785       1,290,473       268,250       2,783,508  
 
Residential mortgage
    186,449       560,822       287,839       1,035,110  
Consumer
    199,988       196,395       33,615       429,998  
 
Total
  $ 3,864,892     $ 3,665,738     $ 872,813     $ 8,403,443  
 
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. Written credit policies define underwriting criteria, concentration guidelines, and lending approval processes that cover individual authority and the appropriate involvement of regional loan committees and a senior loan committee. The senior loan committee includes the Bank’s senior lenders, senior officers in Credit Administration, the Chief Risk Officer, the President and the Chief Executive Officer.
     C&I credits and CRE loans are underwritten principally based upon cash flow coverage, but additional support is regularly obtained through collateralization and guarantees. C&I loans are typically relationship-based

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rather than transaction-driven. Loan concentrations are monitored monthly by management and the Board of Directors. Consumer loans are centrally underwritten with reference to the customer’s debt capacity and with the support of automated credit scoring tools, including appropriate secondary review procedures.
     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, which reports 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. Once a problem relationship over a certain size threshold is identified, a monthly watch committee process is initiated. The watch committee, composed of senior lending and credit administration management as well as the Chief Executive Officer and Chief Risk Officer, must approve any substantive changes to identified problem credits and will assign relationships to a special credits department when appropriate.
     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 is described in Note 2 to the consolidated financial statements located in Item 8 of the annual report on Form 10-K.
     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. During the third quarter of 2009, management enhanced the allowance methodology by expanding the qualitative and environmental factors that are considered and by evaluating and applying loss factors to the loan portfolio at a more granular level to better capture regional distinctions and distinctions among the loan types.
     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 $1.06 billion at December 31, 2009. This represented 13% of total loans and a net increase of $288 million from December 31, 2008, although the criticized total at year-end 2009 was down $124 million, or 11%, from its peak at September 30, 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 6 shows the composition of criticized loans at December 31, 2009, distributed by the geographic region from which the loans are serviced.
     Criticized C&I relationships, including associated real estate loans, totaled $336 million at December 31, 2009, which was an increase of $122 million from year-end 2008. Criticized C&I loans outstanding to O&G industry customers increased approximately $100 million during 2009 and totaled approximately $122 million at December 31, 2009. This represented 14% of the O&G industry portfolio outstanding, although less than 1% of this portfolio was considered to be nonperforming at December 31, 2009. Until the outlook on commodity prices translates into increased exploration and drilling activity, management expects continued stress on the O&G industry portfolio and elevated levels of criticized relationships. There were no other significant industry concentrations within the total for criticized C&I relationships.

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TABLE 6.CRITICIZED LOANS AT DECEMBER 31, 2009
                                                 
                                            Percent of  
                            Alabama/             loan category  
(dollars in millions)   Louisiana     Texas     Florida     Mississippi     Total     total  
Commercial & industrial
  $ 71     $ 107     $ 8     $ 30     $ 216       7 %
Owner-user real estate
    41       17       46       16       120       11 %
 
Total commercial & industrial
    112       124       54       46       336       8 %
 
Construction land & land development
    25       135       173       44       377       25 %
Other commercial real estate
    37       38       93       28       196       16 %
 
Total commercial real estate
    62       173       266       72       573       21 %
 
Residential mortgage
    45       6       63       19       133       13 %
Consumer
    5             8       3       16       4 %
 
Total
  $ 224     $ 303     $ 391     $ 140     $ 1,058       13 %
 
Percent of regional loan total
    5 %     20 %     32 %     16 %     13 %        
 
     Tables 7 and 8 show the composition of certain components of the criticized CRE portfolio by property type and the region from which the loans are serviced.
TABLE 7.   CRITICIZED CONSTRUCTION, LAND & LAND DEVELOPMENT LOANS AT DECEMBER 31, 2009
                                                 
                            Alabama/             Percent  
(dollars in millions)   Louisiana     Texas     Florida     Mississippi     Total     of total  
Residential construction
  $ 5     $ 15     $ 21     $     $ 41       11 %
Land & lots:
                                               
Residential
    9       9       60       25       103       27  
Commercial
    8       43       52       3       106       28  
Retail
          37       8             45       12  
Multifamily
          23                   23       6  
Office buildings
          8       7             15       4  
Other (a)
    3             25       16       44       12  
 
Total
  $ 25     $ 135     $ 173     $ 44     $ 377       100 %
 
Percent of total
    7 %     36 %     46 %     11 %     100 %        
 
 
(a)   Includes agricultural land.
     The total for criticized C&D loans of $377 million at December 31, 2009 was up $37 million from December 31, 2008, but recently declined $39 million from September 30, 2009. Whitney’s Florida markets saw a decrease of $43 million in criticized C&D loans during 2009, reflecting charge-offs, foreclosures and other problem loan resolutions, particularly with respect to loans for residential development. Criticized C&D loans serviced from Whitney’s Texas market increased $104 million during 2009 and represented 28% of total C&D loans in the Texas market at December 31, 2009. General economic and credit market conditions continue to delay the successful completion of various retail and other income-producing CRE projects and stretch the financial capacity of the developers. Whitney has worked proactively with its borrowers to develop strategies to deal with these difficult conditions and only $11 million of C&D loans from the Texas market were considered nonperforming at December 31, 2009; nevertheless, management expects the elevated level of criticized credits to continue for the near term.

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TABLE 8. CRITICIZED OTHER COMMERCIAL REAL ESTATE LOANS AT DECEMBER 31, 2009
                                                 
                            Alabama/             Percent  
(dollars in millions)   Louisiana     Texas     Florida     Mississippi     Total     of total  
Retail
  $ 5     $ 25     $ 14     $ 18     $ 62       32 %
Office buildings
    3       3       10       4       20       10  
Hotel/motel
    18             17             35       18  
Multifamily
    5       10       27       5       47       24  
Industrial/warehouse
    5             19             24       12  
Other
    1             6       1       8       4  
 
Total
  $ 37     $ 38     $ 93     $ 28     $ 196       100 %
 
Percent of total
    19 %     19 %     48 %     14 %     100 %        
 
     Criticized other CRE loans on income-producing properties increased $77 million during 2009, although the total at December 31, 2009 was down $40 million from September 30, 2009. Net additions to the criticized total during 2009 consisted mainly of loans secured by leased retail and warehouse facilities and apartment buildings and were concentrated mainly in the Texas and Florida markets. Nonperforming loans on income-producing CRE totaled approximately $79 million at December 31, 2009, with $48 million from the Florida markets, but only $5 million from Texas. As the weak conditions in the overall economy continue, management is closely monitoring the impact on CRE loan customers with hotel operations and others in the hospitality industry and on 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 December 31, 2009 was $414 million of nonperforming loans, which is up a net $113 million from year-end 2008. 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 December 31, 2009. In total, the Florida market accounted for 59% of nonperforming loans at the year-end 2009, with another 18% from Alabama, 17% from Louisiana, and 6% from Texas. The earlier discussion of criticized loans includes some additional details on nonperforming assets at December 31, 2009. Table 9 provides information on nonperforming loans and other nonperforming assets at the end of each of the five years in the period ended December 31, 2009. Nonperforming loans encompass all loans that are evaluated separately for impairment.
TABLE 9.NONPERFORMING ASSETS
                                         
    December 31
(dollars in thousands)   2009   2008   2007   2006   2005
Loans accounted for on a nonaccrual basis
  $ 414,075     $ 301,095     $ 120,096     $ 55,992     $ 65,565  
Restructured loans accruing
                            30  
 
Total nonperforming loans
    414,075       301,095       120,096       55,992       65,595  
Foreclosed assets and surplus banking property
    52,630       28,067       4,624       800       1,708  
 
Total nonperforming assets
  $ 466,705     $ 329,162     $ 124,720     $ 56,792     $ 67,303  
 
Loans 90 days past due still accruing
  $ 23,386     $ 16,101     $ 8,711     $ 7,574     $ 13,728  
 
Ratios:
                                       
Nonperforming assets to loans plus foreclosed assets and surplus property
    5.52 %     3.61 %     1.64 %     .81 %     1.03 %
Allowance for loan losses to nonperforming loans
    54.02       53.51       73.20       135.60       137.25  
Loans 90 days past due still accruing to loans
    .28       .18       .11       .11       .21  
 

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     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.
     A comparison of contractual interest income on nonperforming loans with the cash-basis and cost-recovery interest actually recognized on these loans for 2009, 2008 and 2007 is presented in Note 8 to the consolidated financial statements located in Item 8 of this annual report on Form 10-K. Whitney’s policy for placing loans on nonaccrual status is presented in Note 2 to the consolidated financial statements.
     Table 10 recaps activity in the allowance for loan losses and in the reserve for losses on unfunded credit commitments over the past five years. The allocation of the allowance to loan categories is included in Table 11, together with the percentage of total loans in each category.
     Approximately half of the total $258 million provision for loans losses in 2009 was related to nonperforming loans evaluated for impairment losses. More than $100 million of the impaired loan provisions came from Whitney’s Florida and Alabama markets and reflected in large part the continued decline in the value of underlying real estate collateral. The remainder of the provision for loan losses for 2009 was related mainly to the increase in total criticized loans, the impact of elevated charge-off levels on historical loss factors, smaller consumer charge-offs and qualitative adjustments.
     Gross charge-offs in 2009 totaled $204 million, with the majority from Whitney’s Florida markets. The gross charge-offs were heavily concentrated in residential C&D loans and other residential-related credits, which totaled approximately $122 million for 2009. Other C&D loans and loans on income-producing CRE accounted for approximately $42 million of charge-offs in 2009, with the majority again from Florida. In total, Whitney’s Florida markets generated approximately $140 million of gross charge-offs for 2009, with $110 million from the Tampa market. The $32 million of C&I relationships charged off in 2009 came mainly from Whitney’s Louisiana markets.
     The provision for loan losses exceeded net charge-offs by $62.6 million during 2009, which increased the allowance for loan losses to 2.66% of total loans at December 31, 2009 from 1.77% at December 31, 2008.
     It is uncertain when sufficient demand will return to depressed real estate markets to establish a solid floor on prices and stimulate renewed development. This, when coupled with the uncertainties arising from weak national and global economic conditions, makes it difficult for management to predict when the level of criticized loans will stabilize or retreat. In this current economic environment, the periodic estimate of inherent losses in Whitney’s loan portfolio may be volatile.

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TABLE 10. SUMMARY OF ACTIVITY IN THE ALLOWANCE FOR LOAN LOSSES AND RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS
                                         
(dollars in thousands)   2009     2008     2007     2006     2005  
 
ALLOWANCE FOR LOAN LOSSES
                                       
 
Allowance at beginning of year
  $ 161,109     $ 87,909     $ 75,927     $ 90,028     $ 54,345  
Allowance of acquired banks
          9,971       2,791       2,908       3,648  
Provision for credit losses
    257,600       134,500       17,600       2,400       37,000  
Loans charged off:
                                       
Commercial & industrial
    (21,784 )     (31,481 )     (9,452 )     (15,841 )     (7,047 )
Owner-user real estate
    (10,387 )     (1,891 )     (65 )     (100 )     (212 )
 
Total commercial & industrial
    (32,171 )     (33,372 )     (9,517 )     (15,941 )     (7,259 )
 
Construction, land & land development
    (116,846 )     (30,141 )     (3,671 )     (5,254 )     (220 )
Other commercial real estate
    (21,367 )     (6,209 )     (634 )     (1,181 )     (6 )
 
Total commercial real estate
    (138,213 )     (36,350 )     (4,305 )     (6,435 )     (226 )
 
Residential mortgage
    (25,959 )     (7,885 )     (1,726 )     (555 )     (295 )
Consumer
    (7,259 )     (4,619 )     (2,408 )     (2,297 )     (2,876 )
 
Total charge-offs
    (203,602 )     (82,226 )     (17,956 )     (25,228 )     (10,656 )
 
Recoveries on loans previously charged off:
                                       
Commercial & industrial
    4,431       7,417       7,703       3,409       2,707  
Owner-user real estate
    55       32       62       31       370  
 
Total commercial & industrial
    4,486       7,449       7,765       3,440       3,077  
 
Construction, land & land development
    1,657       1,653       24       157       6  
Other commercial real estate
    87       58       93       46       556  
 
Total commercial real estate
    1,744       1,711       117       203       562  
 
Residential mortgage
    1,058       638       407       270       571  
Consumer
    1,276       1,157       1,258       1,906       1,481  
 
Total recoveries
    8,564       10,955       9,547       5,819       5,691  
 
Net loans charged off
    (195,038 )     (71,271 )     (8,409 )     (19,409 )     (4,965 )
 
Allowance at end of year
  $ 223,671     $ 161,109     $ 87,909     $ 75,927     $ 90,028  
 
Ratios
                                       
Allowance for loan losses to loans at end of year
    2.66 %     1.77 %     1.16 %     1.08 %     1.37 %
Net charge-offs to average loans
    2.22       .88       .11       .29       .08  
Gross charge-offs to average loans
    2.32       1.02       .24       .37       .17  
Recoveries to gross charge-offs
    4.21       13.32       53.17       23.07       53.41  
 
RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS
                                       
 
Reserve at beginning of year
  $ 800     $ 1,300     $ 1,900     $ 580     $  
Provision for credit losses
    1,400       (500 )     (600 )     1,320       580  
 
Reserve at end of year
  $ 2,200     $ 800     $ 1,300     $ 1,900     $ 580  
 

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TABLE 11. ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
                                                                                 
    2009   2008   2007   2006   2005
            %           %           %           %           %
(dollars in millions)   Balance   Loans   Balance   Loans   Balance   Loans   Balance   Loans   Balance   Loans
 
Commercial & industrial
  $ 53       37 %   $ 36       38 %     (a )             (a )             (a )        
Owner-occupied real estate
    19       13       20       11       (a )             (a )             (a )        
 
Total commercial & industrial
    72       50       56       49     $ 55       47 %   $ 47       47 %   $ 57       50 %
 
Construction, land & land development
    80       18       60       21       (a )             (a )             (a )        
Other commercial real estate
    34       15       22       14       (a )             (a )             (a )        
 
Total commercial real estate
    114       33       82       35       25       36       21       35       17       33  
 
Residential mortgage
    28       12       19       12       6       12       4       13       8       12  
Consumer
    10       5       4       4       2       5       4       5       8       5  
 
Total
  $ 224       100 %   $ 161       100 %   $ 88       100 %   $ 76       100 %   $ 90       100 %
 
 
(a)   Allocation of allowance by subcategory for 2007 and prior years not available.
INVESTMENT SECURITIES
          Whitney’s investment securities portfolio balance of $2.05 billion at December 31, 2009 was up $111 million, or 6%, compared to December 31, 2008. Securities with carrying values of $1.39 billion at December 31, 2009 were sold under repurchase agreements, pledged to secure public deposits or pledged for other purposes. Average investment securities decreased 1% between 2008 and 2009. The composition of the average portfolio in investment securities and effective yields are shown in Table 19.
          Information about the contractual maturity structure of investment securities at December 31, 2009, including the weighted-average yield on such securities, is shown in Table 12. The carrying value of securities with explicit call options totaled $126 million at year-end 2009. These call options and the scheduled principal reductions and projected prepayments on mortgage-backed securities are not reflected in Table 12. Including expected principal reductions on mortgage-backed securities, the weighted-average maturity of the overall securities portfolio was approximately 42 months at December 31, 2009, compared to 31 months at year-end 2008.
          Mortgage-backed securities issued or guaranteed by U.S. government agencies continued to be the main component of the portfolio, comprising 83% of the total at December 31, 2009. The duration of the overall investment portfolio was 2.6 years at December 31, 2009 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, 2008, the portfolio’s estimated duration was 1.6 years.
          The weighted-average taxable-equivalent portfolio yield was approximately 4.35% at December 31, 2009, compared to 4.84% at December 31, 2008. A substantial majority of the securities in the investment portfolio bear fixed interest rates. The investment in mortgage-backed securities with final contractual maturities beyond ten years shown in Table 12 included approximately $105 million of adjustable-rate issues with a weighted-average yield of 4.18%. The initial reset dates on these securities are predominantly within one year from year-end 2009.

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TABLE 12. DISTRIBUTION OF INVESTMENT MATURITIES
                                                                                 
December 31, 2009  
                    Over one through     Over five through              
    One year and less     five years     ten years     Over ten years     Total  
(dollars in thousands)   Amount     Yield     Amount     Yield     Amount     Yield     Amount     Yield     Amount     Yield  
 
Securities Available for Sale
                                                                               
Mortgage-backed securities(a)
  $ 33,059       3.67 %   $ 77,001       4.58 %   $ 293,642       4.38 %   $ 1,305,063       4.13 %   $ 1,708,765       4.18 %
U. S. agency securities
    102,391       4.38                                           102,391       4.38  
Obligations of states and political subdivisions (b)
    1,352       5.91       4,198       5.78       1,116       5.94                   6,666       5.83  
Other debt securities
    750       4.48       3,750       4.36                               4,500       4.38  
Equity securities(c)
                                        53,173       4.21       53,173       4.21  
 
Total
  $ 137,552       4.22 %   $ 84,949       4.63 %   $ 294,758       4.39 %   $ 1,358,236       4.13 %   $ 1,875,495       4.20 %
 
Securities Held to Maturity
                                                                               
Obligations of states and political subdivisions (b)
  $ 17,964       5.34 %   $ 70,831       5.64 %   $ 60,267       6.03 %   $ 25,883       6.68 %   $ 174,945       5.90 %
 
Total
  $ 17,964       5.34 %   $ 70,831       5.64 %   $ 60,267       6.03 %   $ 25,883       6.68 %   $ 174,945       5.90 %
 
 
(a)   Distributed by contractual maturity without regard to repayment schedules or projected prepayments.
 
(b)   Tax exempt yields are expressed on a fully taxable-equivalent basis.
 
(c)   These securities have no stated maturities or guaranteed dividends. Yield estimated based on expected near-term returns.
          Securities available for sale made up the bulk of the total investment portfolio at December 31, 2009. Available-for-sale securities are carried at fair value, and the balance reported at December 31, 2009 reflected gross unrealized gains of $41.0 million and gross unrealized losses of $2.8 million. The unrealized losses were related mainly to mortgage-backed securities and represented less than 1% of the total amortized cost of the underlying securities. Note 5 to the consolidated financial statements located in Item 8 of this annual report on Form 10-K provides information on the process followed by management to evaluate whether unrealized losses on securities, both those available for sale and those held to maturity, represent impairment that is other than temporary and that should be recognized with a charge to operations. No value impairment was evaluated as other than temporary at December 31, 2009.
          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.
          Apart from securities issued or guaranteed by the U. S. government or its agencies, at December 31, 2009, Whitney held no investment in the securities of a single issuer that exceeded 10% of its shareholders’ equity.

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DEPOSITS AND BORROWINGS
          Total deposits at December 31, 2009 decreased approximately 1%, or $112 million, from December 31, 2008. Deposits associated with Parish accounted for approximately $635 million of the Company’s total deposit growth of $678 million, or 8%, from December 31, 2007 to year-end 2008.
          Table 13 shows the composition of deposits at December 31, 2009 and at the end of the two previous years. Table 19 presents the composition of average deposits and borrowings and the effective rates on interest-bearing funding sources for each of these years.
TABLE 13. DEPOSIT COMPOSITION
                                                 
(dollars in thousands)   2009   2008   2007
 
Noninterest-bearing demand deposits
  $ 3,301,354       36 %   $ 3,233,550       35 %   $ 2,740,019       32 %
Interest-bearing deposits:
                                               
NOW account deposits
    1,299,274       14       1,281,137       14       1,151,988       13  
Money market deposits
    1,823,548       20       1,306,937       14       1,229,715       14  
Savings deposits
    840,135       9       909,197       10       879,609       10  
Other time deposits
    799,142       9       875,999       9       823,884       10  
Time deposits $100,000 and over
    1,086,441       12       1,654,774       18       1,758,574       21  
 
Total interest-bearing
    5,848,540       64       6,028,044       65       5,843,770       68  
 
Total
  $ 9,149,894       100 %   $ 9,261,594       100 %   $ 8,583,789       100 %
 
          Noninterest-bearing demand deposits grew 2%, or $68 million, from year-end 2008, and comprised 36% of total deposits at December 31, 2009. During the first half of 2009, the Bank executed a campaign around a special money market deposit product to attract new personal and business accounts. Balances held in money market accounts at year-end 2009 were up $517 million from the end of 2008. Deposits at year-end 2009 and 2008 included some seasonal inflows that were concentrated in NOW accounts.
          Time deposits at December 31, 2009 were down 25%, or $645 million, compared to year-end 2008. 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 $151 million of funds in treasury-management time deposit products at December 31, 2009, down $246 million from the total held at December 31, 2008. 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 funds time deposits totaled approximately $81 million at year-end 2009, which was down $179 million from year-end 2008. Treasury-management deposits and public funds deposits serve partly as an alternative to Whitney’s other short-term borrowings.
TABLE 14. MATURITIES OF TIME DEPOSITS
                         
    Deposits of     Deposits of        
    $100,000     less than        
(in thousands)   or more     $100,000     Total  
 
Three months or less
  $ 547,229     $ 297,997     $ 845,226  
Over three months through six months
    231,677       192,436       424,113  
Over six months through twelve months
    161,248       165,850       327,098  
Over twelve months
    146,287       142,859       289,146  
 
Total
  $ 1,086,441     $ 799,142     $ 1,885,583  
 
          The balance of short-term borrowings at December 31, 2009 was down 42%, or $542 million, from year-end 2008. The main source of short-term borrowing continued to be the sale of securities under repurchase agreements to customers using Whitney’s treasury-management sweep product. Borrowings from customers under

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securities repurchase agreements totaled $712 million at December 31, 2009, which was down $68 million from December 31, 2008. 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 borrowing through the Federal Reserve’s Term Auction Facility, decreased $474 million from year-end 2008, reflecting the overall reduced level of earning assets and the funds available from the Company’s recent common stock offering. Additional information on short-term borrowings, including yields and maximum amounts borrowed, is presented in Note 12 to the consolidated financial statements located in Item 8 of this annual report on Form 10-K.
          In 2007, the Bank issued $150 million of ten-year subordinated notes as described in Note 13 to the consolidated financial statements located in Item 8. Whitney has no other significant long-term borrowings.
SHAREHOLDERS’ EQUITY AND CAPITAL ADEQUACY
          Shareholders’ equity totaled $1.68 billion at December 31, 2009, which represented an increase of $156 million from the end of 2008. As noted earlier, Whitney raised $218 million in the fourth quarter of 2009 in an underwritten public offering of 28.75 million of the Company’s common shares. Shareholders’ equity was reduced by the $62.1 million net loss for 2009 and by common dividends declared of $3.0 million and preferred dividends of $13.0 million. These reductions were offset partly by a $14.4 million increase in other comprehensive income.
Regulatory Capital
          Tables 15 and 16 present information on regulatory capital ratios for the Company and the Bank. The capital raised in the recent common stock offering is reflected in the Company’s Tier 1 capital for 2009. Treasury’s investment in preferred stock and common stock warrants is included in Tier 1 capital for the Company beginning in 2008. The Tier 2 regulatory capital for both the Company and the Bank includes $150 million beginning in 2007 in subordinated notes payable issued by the Bank. The decrease in risk-weighted assets from the end of 2008 mainly reflected a reduction in both outstanding loans and in certain credit-related commitments that are converted to assets for risk-based capital calculations.
TABLE 15. REGULATORY CAPITAL AND CAPITAL RATIOS — COMPANY
                                         
(dollars in thousands)   2009     2008     2007     2006     2005  
 
Tier 1 regulatory capital
  $ 1,242,268     $ 1,118,842     $ 911,141     $ 853,774     $ 765,881  
Tier 2 regulatory capital
    270,532       280,103       238,967       77,827       90,608  
 
Total regulatory capital
  $ 1,512,800     $ 1,398,945     $ 1,150,108     $ 931,601     $ 856,489  
 
Risk-weighted assets
  $ 9,552,632     $ 10,393,894     $ 9,023,862     $ 8,340,926     $ 7,746,046  
 
Ratios
                                       
Leverage ratio (Tier 1 capital to average assets)
    11.05 %     9.87 %     8.79 %     8.76 %     8.21 %
Tier 1 capital to risk-weighted assets
    13.00       10.76       10.10       10.24       9.89  
Total capital to risk-weighted assets
    15.84       13.46       12.75       11.17       11.06  
 
          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 December 31, 2009, the Company had the requisite capital levels to qualify as well-capitalized by its regulators.

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TABLE 16. REGULATORY CAPITAL AND CAPITAL RATIOS — BANK
                                         
(dollars in thousands)   2009     2008     2007     2006     2005  
 
Tier 1 regulatory capital
  $ 999,176     $ 1,077,856     $ 792,175     $ 775,536     $ 687,047  
Tier 2 regulatory capital
    270,336       279,895       238,836       77,756       90,608  
 
Total regulatory capital
  $ 1,269,512     $ 1,357,751     $ 1,031,011     $ 853,292     $ 777,655  
 
Risk-weighted assets
  $ 9,536,894     $ 10,377,245     $ 9,000,408     $ 8,321,419     $ 7,730,465  
 
Ratios
                                       
Leverage ratio (Tier 1 capital to average assets)
    8.90 %     9.53 %     7.66 %     7.98 %     7.38 %
Tier 1 capital to risk-weighted assets
    10.48       10.39       8.80       9.32       8.89  
Total capital to risk-weighted assets
    13.31       13.08       11.46       10.25       10.06  
 
          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 implement a plan to 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 December 31, 2009, 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.
Voluntary Stress Test
          Most economic indicators point toward the overall U.S. economy either remaining in a potentially prolonged recessionary period or transitioning to a gradual recovery period. As a result, during the third quarter of 2009, Whitney elected to perform a stress test of the loan portfolio using a similar methodology employed in the Supervisory Capital Assessment Program (SCAP), which was designed by banking regulators to stress a financial institution’s loan portfolios under different economic scenarios.
          The Company engaged outside consultants to assist with the details of the SCAP methodology and to advise the Company how to effectively build a model to estimate the Bank’s potential losses in its loan portfolio. As a result, Whitney’s management built a sophisticated model and used it to calculate potential losses at a granular level based upon recent charge-off history and adjusted for certain qualitative factors. Whitney segregated each portfolio by geography, loan product type and risk rating and then computed a base loss percentage for each segment based upon a weighted average of charge-offs over the past two years. Whitney then adjusted the calculation for qualitative and macroeconomic factors. Finally, it applied the resulting two-year charge-off percentages to the December 31, 2008 loan portfolio by segment.
          Actual net charge-offs for 2009 were 15% less than the most likely base case for the first year of the stress test period and 51% below the most adverse case. The results of the internal stress test using the original loss projections indicate that the current level of Tier 1 common capital is adequate to absorb losses under either the most likely or the most adverse case scenarios.
Dividends
          The Company declared a nominal quarterly dividend of $.01 per share to common shareholders 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 $13.0 million for 2009.
          In addition to these regulatory requirements and restrictions, Whitney’s ability to pay common dividends is also limited by its participation in the Treasury’s CPP. Prior to December 19, 2011, unless the Company has redeemed the preferred stock issued to the Treasury in the CPP or the 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

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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 its common dividend in the near term.
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. Table 5 above presents the contractual maturity structure of the loan portfolio and Table 12 presents contractual investment maturities. At December 31, 2009, securities available for sale with a carrying value of $1.22 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 2009.
          In October 2008, the FDIC temporarily increased deposit insurance coverage limits for all deposit accounts from $100,000 to $250,000 per depositor through December 31, 2009 and also offered to provide unlimited deposit insurance coverage for noninterest-bearing transaction accounts and certain other specified deposits over the same period. Whitney elected to participate in the unlimited coverage program, including a recent extension of this coverage through June 30, 2010. In June 2009, the FDIC extended the period for the expanded $250,000 coverage through December 31, 2013. These steps were taken as part of the federal government’s response to severe disruption in the credit markets and 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.
          Wholesale funding currently available to the Bank includes FHLB advances, 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 December 31, 2009 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 December 31, 2009, based on the collateral pledged. In addition, both the Company and the Bank have access to external funding sources in the financial markets, and the Bank has developed the ability to gather deposits at a nationwide level, although it has not used this funding source to date.
          Cash generated from operations is another important source of funds to meet liquidity needs. The consolidated statements of cash flows located in Item 8 of this annual report on Form 10-K present operating cash flows and summarize all significant sources and uses of funds for each year in the three-year period ended December 31, 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, as was discussed earlier. At December 31, 2009, the Company had approximately $240 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. Whitney reduced its quarterly common dividend to $.01 per share throughout 2009, 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
          Table 17 summarizes payments due from the Company and the Bank under specified long-term and certain other contractual obligations as of December 31, 2009. Obligations under deposit contracts and short-term borrowings are not included. The maturities of time deposits are scheduled in Table 14 above in the section entitled “Deposits and Borrowings.” Purchase obligations represent legal and binding contracts to purchase services or goods that cannot be settled or terminated without paying substantially all of the contractual amounts. Not included are a number of contracts entered into to support ongoing operations that either do not specify fixed or minimum amounts of goods or services or are cancelable on short notice without cause and without significant penalty. During 2009, Whitney announced an initiative to replace the Bank’s core data processing application systems and invest in new customer service technology which will be implemented over a two-year period. Obligations under contracts associated with this initiative are included with purchase obligations in Table 17. The consolidated statements of cash flows provide a picture of Whitney’s ability to fund these and other more significant cash operating expenses, such as interest expense and employee compensation and benefits, out of current operating cash flows.
TABLE 17. CONTRACTUAL OBLIGATIONS
                                         
    Payments due by period from December 31, 2009  
            Less than     1 - 3     3 5     More than  
(in thousands)   Total     1 year     years     years     5 years  
 
Operating lease obligations
  $ 79,683     $ 9,590     $ 14,522     $ 12,935     $ 42,636  
Purchase obligations
    39,195       14,255       19,762       5,178        
Long-term debt service(a)
    232,590       19,123       23,811       17,625       172,031  
Other long-term liabilities (b) (c)
                             
 
Total
  $ 351,468     $ 42,968     $ 58,095     $ 35,738     $ 214,667  
 
 
(a)   Principal payments on callable subordinated debentures are scheduled by expected call dates.
 
(b)   Obligations under the qualified defined benefit pension plan are not included. Whitney anticipates making a pension contribution of approximately $8.5 million during 2010. No material near-term payments are expected under the unfunded nonqualified pension plan. A $14.4 million nonqualified plan obligation was recorded at year-end 2009.
 
(c)   The recorded obligation for postretirement benefits other than pensions was $19.0 million at December 31, 2009. The funding to purchase benefits for current retirees, net of retiree contributions, has not been significant.

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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. Certain of these arrangements, such as noncancelable operating leases, are reflected in Table 17 above. The most significant off-balance sheet obligations are the Bank’s commitments under traditional credit-related financial instruments. Table 18 schedules these commitments as of December 31, 2009 by the periods in which they expire. Commitments under credit card and personal credit lines generally have no stated maturity.
TABLE 18. CREDIT-RELATED COMMITMENTS
                                         
    Commitments expiring by period from December 31, 2009  
            Less than     1 - 3     3 - 5     More than  
(in thousands)   Total     1 year     years     years     5 years  
 
Loan commitments — revolving
  $ 2,296,865     $ 1,594,594     $ 559,872     $ 138,882     $ 3,517  
Loan commitments — nonrevolving
    239,313       166,175       71,008       2,130        
Credit card and personal credit lines
    560,116       560,116                    
Standby and other letters of credit
    364,294       204,729       63,730       95,835        
 
Total
  $ 3,460,588     $ 2,525,614     $ 694,610     $ 236,847     $ 3,517  
 
          Revolving loan commitments are issued primarily to support commercial activities. The availability of funds under revolving loan commitments generally depends on whether the borrower continues to meet credit standards established in the underlying contract and has not violated other contractual conditions. A number of such commitments are used only partially or, in some cases, not at all before they expire. Credit card and personal credit lines are generally subject to cancellation if the borrower’s credit quality deteriorates, and many lines remain partly or wholly unused. Unfunded balances on revolving loan commitments and credit lines should not be used to project actual future liquidity requirements. Nonrevolving loan commitments are issued mainly to provide financing for the acquisition and development or construction of real property, both commercial and residential, although 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. Certain financing arrangements supported by letters of credit from the Bank are structured as variable-rate demand notes that are periodically remarketed to reset the interest rate. When disruption in the credit markets led to unsuccessful remarketing efforts for some of these financings, the Bank assisted its customers by purchasing the underlying instruments until credit market conditions improved sufficiently to restart remarketing efforts or the instruments were refinanced under new arrangements. The Bank no longer held any of these instruments by the end of 2009. Outstanding letters of credit supporting variable-rate demand notes totaled approximately $119 million at December 31, 2009.

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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 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 has developed a model to measure its interest rate sensitivity over the near term primarily by running net interest income simulations. Management also monitors longer-term interest rate risk by modeling the sensitivity of its economic value of equity. The model can be used to test the Company’s sensitivity in various economic environments. The model incorporates management’s assumptions and expectations regarding such factors as loan and deposit growth, pricing, prepayment speeds and spreads between interest rates. Assumptions can also be entered into the model to evaluate the impact of possible strategic responses to changes in the competitive environment. Management, through the Company’s Investment and Asset and Liability Committee, monitors simulation results against rate sensitivity guidelines specified in Whitney’s asset/liability management policy.
          Based on the simulation run at December 31, 2009, annual net interest income (TE) would be expected to decrease approximately $8.1 million, or 1.8%, if interest rates instantaneously increased from current rates by 100 basis points. 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. A comparable simulation run as of December 31, 2008 produced results that indicated a positive impact on net interest income (TE) of $10.3 million, or 2.1%, from a 100 basis point rate increase. Although Whitney has historically tended to be moderately asset sensitive over the near term, the more recent simulations indicate a somewhat liability-sensitive position in a rising market rate scenario. This shift 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 rate 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 December 31, 2009 and December 31, 2008 in light of the historically low rate environment. The results of the December 31, 2008 simulation reflect adjustments to the underlying model in light of the unusually low rate environment and they differ from those previously disclosed.
          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.
          Changes in interest rates affect the fair values of financial instruments. The earlier section entitled “Investment Securities” and Notes 5 and 19 to the consolidated financial statements located in Item 8 of this annual report on Form 10-K contain information regarding fair values.
          The Company has made minimal use of derivative financial instruments as part of its asset/liability and liquidity management processes, but management continues to evaluate whether to make additional use of these 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 institution.

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RESULTS OF OPERATIONS
NET INTEREST INCOME (TE)
          Whitney’s net interest income (TE) decreased $12.5 million, or 3%, in 2009 compared to 2008. Average earning assets were 7%, or $745 million, higher in 2009, largely reflecting the Parish acquisition in late 2008, while the net interest margin (TE) contracted 43 basis points to 4.12%. The net interest margin is net interest income (TE) as a percent of average earning assets. Tables 19 and 20 provide details on the components of the Company’s net interest income (TE) and net interest margin (TE). The loan totals in Table 19 include loans held for sale.
          The overall yield on earning assets decreased 92 basis points to 4.82% in 2009. This decline resulted mainly from a steep reduction in benchmark rates for the large variable-rate segment of Whitney’s loan portfolio compared to 2008. There was a small favorable shift in the earning asset mix between these periods. The yield (TE) on the largely fixed-rate investment portfolio declined 39 basis points between 2008 and 2009.
          Loan yields (TE) for 2009 declined 103 basis points compared to 2008. The rates on approximately 28%, or $2.4 billion, of the loan portfolio at year-end 2009 vary based on LIBOR benchmarks, with another 28% tied to prime. These percentages are consistent with those at year-end 2008. The Bank has increased the use of rate floors on its loan products which has helped limit the impact of declining benchmark rates on loan yields. At the end of 2009, approximately 59% of the outstanding balance of its LIBOR/prime-based loans was subject to rate floors compared to 36% at the end of 2008.
          The disruption in credit markets in the latter part of 2008 was reflected in wider than normal spreads for LIBOR rates, which benefited Whitney’s net interest income and margin for the fourth quarter of 2008 and parts of the third quarter. Management estimates that the wider than normal LIBOR spreads added 30 basis points to the net interest margin for the fourth quarter of 2008 and 10 basis points to 2008’s annual margin.
          The higher level of nonaccruing loans in 2009 has also reduced net interest income and lowered the effective asset yield. Nonaccruing loans reduced Whitney’s net interest margin by approximately 20 basis points for 2009, which was 10 basis points more than the estimated impact on the margin for 2008.
          The cost of funds decreased 49 basis points from 2008 to .70% in 2009. The decline 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 58 basis points between 2008 and 2009, with the cost of the more rate sensitive time deposits down 98 basis points. Short-term borrowing costs decreased 132 basis points over this same period. Noninterest-bearing demand deposits funded a favorable 29% of average earning assets in 2009 and 28% in 2008, although the benefit to the net interest margin was somewhat muted by the lower rate environment in the current period. The percentage of funding from all noninterest-bearing sources increased to 34% compared to 31% in 2008.

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TABLE 19. SUMMARY OF AVERAGE BALANCE SHEETS, NET INTEREST INCOME(TE)(a) YIELDS AND RATES
                                                                         
    Year Ended     Year Ended     Year Ended  
(dollars in thousands)   December 31, 2009     December 31, 2008     December 31, 2007  
    Average             Yield/     Average             Yield/     Average             Yield/  
    Balance     Interest     Rate     Balance     Interest     Rate     Balance     Interest     Rate  
 
ASSETS
                                                                       
EARNING ASSETS
                                                                       
Loans (TE)(b) (c)
  $ 8,812,986     $ 436,158       4.95 %   $ 8,080,658     $ 483,372       5.98 %   $ 7,364,777     $ 556,170       7.55 %
 
Mortgage-backed securities
    1,583,532       68,571       4.33       1,477,998       70,798       4.79       1,236,977       58,625       4.74  
U.S. agency securities
    104,010       4,487       4.31       171,455       7,063       4.12       312,950       12,936       4.13  
U.S. Treasury securities
                      507       18       3.65       22,744       1,111       4.88  
Obligations of states and political subdivisions (TE)
    198,319       11,823       5.96       268,596       15,843       5.90       285,388       16,964       5.94  
Other securities
    60,380       2,332       3.86       48,819       2,036       4.18       35,807       2,133       5.96  
 
Total investment securities
    1,946,241       87,213       4.48       1,967,375       95,758       4.87       1,893,866       91,769       4.85  
 
Federal funds sold and short-term investments
    108,234       610       .56       74,587       1,753       2.35       377,943       19,243       5.09  
 
Total earning assets
    10,867,461     $ 523,981       4.82 %     10,122,620     $ 580,883       5.74 %     9,636,586     $ 667,182       6.92 %
 
NONEARNING ASSETS
                                                                       
Other assets
    1,304,145                       1,067,233                       954,840                  
Allowance for loan losses
    (216,010 )                     (109,511 )                     (79,004 )                
 
Total assets
  $ 11,955,596                     $ 11,080,342                     $ 10,512,422                  
 
LIABILITES AND SHAREHOLDERS’ EQUITY
                                                                       
INTEREST-BEARING LIABILITIES
                                                                       
NOW account deposits
  $ 1,163,820     $ 4,266       .37 %   $ 1,068,468     $ 6,523       .61 %   $ 1,034,811     $ 12,074       1.17 %
Money market deposits
    1,659,663       15,527       .94       1,220,312       13,741       1.13       1,222,341       35,454       2.90  
Savings deposits
    883,803       1,395       .16       917,531       3,926       .43       920,028       8,879       .97  
Other time deposits
    844,236       16,693       1.98       774,512       24,222       3.13       829,264       31,736       3.83  
Time deposits $100,000 and over
    1,419,669       25,464       1.79       1,602,111       43,184       2.70       1,682,981       74,857       4.45  
 
Total interest-bearing deposits
    5,971,191       63,345       1.06       5,582,934       91,596       1.64       5,689,425       163,000       2.86  
 
Short-term and other borrowings
    991,958       2,531       .26       1,197,869       18,974       1.58       641,758       25,055       3.90  
Long-term debt
    195,571       9,990       5.11       160,880       9,651       6.00       136,459       8,259       6.05  
 
Total interest-bearing liabilities
    7,158,720     $ 75,866       1.06 %     6,941,683     $ 120,221       1.73 %     6,467,642     $ 196,314       3.04 %
 
NONINTEREST-BEARING LIABILITIES AND SHAREHOLDERS’ EQUITY
                                                                       
Demand deposits
    3,134,811                       2,786,003                       2,708,353                  
Other liabilities
    119,772                       127,479                       126,504                  
Shareholders’ equity
    1,542,293                       1,225,177                       1,209,923                  
 
Total liabilities and shareholders’ equity
  $ 11,955,596                     $ 11,080,342                     $ 10,512,422                  
 
Net interest income and margin (TE)
          $ 448,115       4.12 %           $ 460,662       4.55 %           $ 470,868       4.89 %
Net earning assets and spread
  $ 3,708,741               3.76 %   $ 3,180,937               4.01 %   $ 3,168,944               3.88 %
Interest cost of funding earning assets
                    .70 %                     1.19 %                     2.03 %
 
 
(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 $383,555 in 2009, $173,741 in 2008 and $66,051 in 2007.

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TABLE 20. SUMMARY OF CHANGES IN NET INTEREST INCOME(TE)(a) (b)
                                                 
    Year Ended December 31,   Year Ended December 31,
    2009 Compared to 2008   2008 Compared to 2007
    Due to   Total   Due to   Total
    Change in   Increase   Change in   Increase
(dollars in thousands)   Volume   Yield/Rate   (Decrease)   Volume   Yield/Rate   (Decrease)
 
INTEREST INCOME (TE)
                                               
Loans (TE)
  $ 41,203     $ (88,417 )   $ (47,214 )   $ 50,481     $ (123,279 )   $ (72,798 )
 
Mortgage-backed securities
    4,848       (7,075 )     (2,227 )     11,539       634       12,173  
U.S. agency securities
    (2,896 )     320       (2,576 )     (5,829 )     (44 )     (5,873 )
U.S. Treasury securities
    (9 )     (9 )     (18 )     (854 )     (239 )     (1,093 )
Obligations of states and politica subdivisions (TE)
    (4,188 )     168       (4,020 )     (991 )     (130 )     (1,121 )
Other securities
    455       (159 )     296       648       (745 )     (97 )
 
Total investment securities
    (1,790 )     (6,755 )     (8,545 )     4,513       (524 )     3,989  
 
Federal funds sold and short-term investments
    567       (1,710 )     (1,143 )     (10,468 )     (7,022 )     (17,490 )
 
Total interest income (TE)
    39,980       (96,882 )     (56,902 )     44,526       (130,825 )     (86,299 )
 
INTEREST EXPENSE
                                               
NOW account deposits
    540       (2,797 )     (2,257 )     381       (5,932 )     (5,551 )
Money market deposits
    4,378       (2,592 )     1,786       (59 )     (21,654 )     (21,713 )
Savings deposits
    (139 )     (2,392 )     (2,531 )     (24 )     (4,929 )     (4,953 )
Other time deposits
    2,023       (9,552 )     (7,529 )     (1,994 )     (5,520 )     (7,514 )
Time deposits $100,000 and over
    (4,500 )     (13,220 )     (17,720 )     (3,443 )     (28,230 )     (31,673 )
 
Total interest-bearing deposits
    2,302       (30,553 )     (28,251 )     (5,139 )     (66,265 )     (71,404 )
 
Short-term borrowings
    (2,796 )     (13,647 )     (16,443 )     14,058       (20,139 )     (6,081 )
Long-term debt
    1,898       (1,559 )     339       1,466       (74 )     1,392  
 
Total interest expense
    1,404       (45,759 )     (44,355 )     10,385       (86,478 )     (76,093 )
 
Change in net interest income (TE)
  $ 38,576     $ (51,123 )   $ (12,547 )   $ 34,141     $ (44,347 )   $ (10,206 )
 
 
(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 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.
          Net interest income (TE) decreased $10.2 million, or 2%, in 2008 compared to 2007. Average earning assets were 5%, or $486 million, higher in 2008, while the net interest margin (TE) contracted 34 basis points to 4.55%.
          The overall yield on earning assets decreased 118 basis points to 5.74% in 2008, again mainly from a steep reduction in benchmark rates for variable-rate loans. The higher level of nonaccruing loans in 2008 lowered the effective yield by approximately 10 basis points, but this was offset by the impact of the wider than normal LIBOR spreads discussed earlier. Loan yields (TE) for 2008 declined 157 basis points compared to 2007. There was a favorable shift in the earning asset mix between these periods, with loans comprising 80% of average earning assets for 2008 compared to 76% in 2007. The yield (TE) on the fixed-rate investment portfolio was stable between 2007 and 2008.
          The overall cost of funds decreased 84 basis points from 2007 to 2008. Noninterest-bearing demand deposits funded 28% of average earning assets in both 2008 and 2007, and the percentage of funding from all noninterest-bearing sources was 31% in 2008 compared to 33% in 2007. Rates on interest-bearing deposits and short-term borrowings during 2008 were down sharply from 2007, consistent with general market rate movements that were driven by the slowing economy and the trend toward liquidity and safety by investors and savers. The reduction in funding costs from declining rates was partially offset by the impact of a shift between these years toward higher-cost sources, which includes time deposits and borrowings. This shift mainly reflected the increased use of short-term borrowings to support earning asset growth.
PROVISION FOR CREDIT LOSSES
          Whitney increased its provision for credit losses to $259 million in 2009 compared to $134 million in 2008. Provisions related to impaired loans accounted for approximately half of the total provision for credit losses in 2009. More than $100 million of the impaired loan provisions came from Whitney’s Florida and Alabama markets and reflected in large part the continued decline in the value of underlying real estate collateral. The remainder of the provision for credit losses for 2009 was related to the increase in total criticized loans, the impact of elevated charge-off levels on historical loss factors, smaller consumer charge-offs and qualitative adjustments.
          Net loan charge-offs were $195 million, or 2.22%, of average loans in 2009, compared to $71.3 million, or .88% of average loans, in 2008. Florida loans generated approximately $140 million of the $204 million of gross charge-offs for 2009. The gross charge-offs were heavily concentrated in residential-related real estate loans.
          The provision for loan losses exceeded net charge-offs by $62.6 million during 2009, which increased the allowance for loan losses to 2.66% of total loans at December 31, 2009 from 1.77% at December 31, 2008.
          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.

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NONINTEREST INCOME
          Table 21 shows the components of noninterest income for each year in the three-year period ended December 31, 2009, along with the percent changes between years for each component. In 2008, Whitney recognized a $2.3 million gain from the mandatory redemption of a portion of its Visa shares in connection with Visa’s restructuring and initial public offering. The 2007 noninterest income total included a $31.3 million gain recognized on the settlement of insurance claims arising from hurricanes that struck portions of Whitney’s market area in 2005. Excluding these unusual gains and income associated with foreclosed assets and surplus property, noninterest income grew 15%, or $15.4 million, in 2009 and 11%, or $10.1 million, in 2008. Parish’s operations contributed approximately $8.0 million to the increase for 2009.
TABLE 21. NONINTEREST INCOME
                                         
(dollars in thousands)   2009   %change   2008   %change   2007
 
Service charges on deposit accounts
  $ 37,699       11 %   $ 34,050       11 %   $ 30,676  
Bank card fees
    19,886       13       17,670       7       16,487  
Trust service fees
    11,984       (7 )     12,948             12,969  
Secondary mortgage market operations
    9,406       92       4,899             4,915  
Investment services income
    6,129       2       6,035       3       5,836  
Credit-related fees
    6,304       6       5,921       9       5,417  
ATM fees
    5,657       (1 )     5,693       6       5,374  
Other fees and charges
    5,543       20       4,628       (4 )     4,818  
Earnings from bank-owned life insurance program
    7,207       84       3,908       (a )      
Other operating income
    5,754       (18 )     6,979       (80 )     35,181  
Net gain on sales and other
                                       
revenue from foreclosed assets
    2,036       (a )     4,302       (a )     5,109  
Net gain (loss) on disposals of surplus property
    2,011       (a )     72       (a )     (100 )
Securities transactions
    334       (a )     67       (a )     (1 )
 
Total noninterest income
  $ 119,950       12 %   $ 107,172       (15 )%   $ 126,681  
 
 
(a)   Percentage change not meaningful.
          Reduced overall economic activity and conservative behavior by Whitney’s customers in response to economic uncertainty limited the opportunity for growth in certain income categories in 2009, including deposit service charges and bank card fees. The Company is monitoring recent legislative proposals that would impose limits on certain deposit and other transaction fees and potentially reduce the Bank’s fee income.
          Income from service charges on deposit accounts increased 11%, or $3.6 million, in 2009 on higher commercial account fees and the impact of Parish. This followed an 11%, or $3.4 million, increase between 2008 and 2007 also on higher commercial account fees. Service charges include periodic account maintenance fees for both commercial 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 growth in commercial fees in each period was driven in large part by a reduction in the earnings credit allowance in the low market rate environment, although the impact was muted by higher account balances maintained in 2009.
          Personal account service charges have been relatively stable, with aggressive competition holding down the pricing for fees charged to service these deposit accounts.

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          Charges earned on specific transactions and services in 2009 increased 4%, or $.7 million, compared to 2008. Charges had decreased 3%, or $.6 million, in 2008 compared to 2007. Without Parish’s contribution, there would have been a decrease of over $1.0 million in 2009 reflecting in part the conservative customer behavior discussed above. Broad trends in how customers execute transactions have also been reducing charging opportunities in recent years. The main component of this income category is fees earned on items returned for insufficient funds and for overdrafts.
          Fee income generated by Whitney’s secondary mortgage market operations grew $4.5 million in 2009, nearly double the level in 2008. This fee income category was stable between 2008 and 2007. The low interest rate environment prompted increased refinancing activity in 2009 and results for the year also benefited from the addition of Parish’s mortgage operations. Relatively broad weakness in the overall housing market was apparent in the latter part of 2007 and continued throughout 2008 and into 2009. The market improved as 2009 progressed, but it is unclear if continued improvement will generate loan production sufficient to offset an anticipated decrease in refinancing activity. Whitney has positioned resources in those parts of its market area with the best potential for loan production.
          The Parish acquisition also benefited bank card fees, although most of the increase in this income category in 2009 reflected a change in the reporting of certain transactions by a new processor, with the offset in the ATM fees category. Excluding the impact of this change in 2009, bank card fees increased 4%, or $.8 million, in 2009 and 7%, or $1.1 million, in 2008. This income category includes fees from activity on Bank-issued debit and credit cards as well as from merchant processing services.
          Trust service fees declined 7%, or $1.0 million, in 2009 and were essentially unchanged between 2008 and 2007 under difficult financial market conditions. Whitney has positioned relationship officers to attract and service trust and wealth management customers across its market area.
          Whitney implemented a bank-owned life insurance program in May 2008. Earnings on the $150 million used to purchase policies under this program increased $3.3 million in 2009 compared to 2008.
          In the latter part of 2009, the Bank began offering interest rate swap agreements to commercial banking customers seeking to manage their interest rate risk. Income related to this service added $.5 million to other operating income in 2009. The Visa share redemption gain and the insurance settlement gain mentioned above are included in the totals for other operating income for 2008 and 2007, respectively.
          The net gain on sales and other revenue from foreclosed assets includes income from grandfathered assets carried at a nominal value. Such income totaled $1.9 million in 2009, $3.8 million in 2008 and $4.3 million in 2007, with the fluctuations mainly reflecting opportunities for asset sales.

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NONINTEREST EXPENSE
          Table 22 shows the components of noninterest expense for each year in the three-year period ended December 31, 2009, along with the percent changes between years for each component. Noninterest expense increased 19%, or $65.3 million, in 2009, following an increase of 1%, or $2.0 million, from 2007 to 2008. Incremental operating costs associated with acquired operations, including the amortization of acquired intangibles, totaled approximately $23.8 million in 2009 and $7.9 million in 2008. Loan collection costs, including legal services, and foreclosed asset expenses and provisions for valuation losses totaled approximately $28 million for 2009, up approximately $21 million from 2008. The expense for deposit insurance and other regulatory fees was up approximately $19 million compared to 2008, reflecting mainly steps taken by the FDIC to maintain the integrity of the deposit insurance fund as it absorbs recent bank failures.
TABLE 22. NONINTEREST EXPENSE
                                         
(dollars in thousands)   2009     %change     2008     %change     2007  
 
Employee compensation
  $ 158,116       5 %   $ 150,614       (6 )%   $ 159,850  
Employee benefits
    43,223       32       32,808       (3 )     33,694  
 
Total personnel
    201,339       10       183,422       (5 )     193,544  
Net occupancy
    38,810       8       35,906       7       33,568  
Equipment and data processing
    25,770       3       25,035       9       22,886  
Legal and other professional services
    19,556       44       13,612       28       10,652  
Deposit insurance and regulatory fees
    24,260       352       5,373       118       2,462  
Telecommunication and postage
    12,288       11       11,118       (10 )     12,420  
Corporate value and franchise taxes
    8,684       (7 )     9,312       (3 )     9,571  
Amortization of intangibles
    8,767       13       7,785       (28 )     10,879  
Security and other outsourced services
    17,094       8       15,758             15,735  
Bank card processing services
    5,019       16       4,319       8       4,008  
Advertising and promotion
    4,167       (14 )     4,824       2       4,740  
Operating supplies
    4,136       (2 )     4,223       3       4,120  
Provision for valuation losses on foreclosed assets
    11,660       825       1,260       916       124  
Nonlegal loan collection and other foreclosed asset costs
    8,418       212       2,696       438       501  
Miscellaneous operating losses
    3,116       (41 )     5,269       27       4,140  
Other operating expense
    23,310       10       21,182       7       19,758  
 
Total noninterest expense
  $ 416,394       19 %   $ 351,094       1 %   $ 349,108  
 
          Employee compensation increased 5%, or $7.5 million, in 2009, after decreasing 6%, or $9.2 million, in 2008. Employee compensation includes base pay and contract labor costs, compensation earned under sales-based and other employee incentive programs, and compensation expense under management incentive plans.
          Compensation other than that earned under management incentive plans increased 9%, or $12.4 million, in 2009, with approximately $7.7 million of the total increase related to the staff of acquired operations. This followed an increase of 3%, or $4.0 million, from 2007 to 2008, when acquired operations contributed approximately $2.1 million to the total change. The increase in 2009 compensation unrelated to acquisitions of $4.7 million reflected normal salary adjustments and higher sales-based incentive-program compensation related mainly to secondary mortgage operations. The average full-time equivalent staff level was down slightly between 2009 and 2008, excluding the impact of acquired staff. The compensation added for normal salary adjustments in 2008 was partly offset by the favorable impact of a 2% reduction in the average full-time equivalent staff level compared to 2007, excluding the acquired staff. Sales-based incentive-program compensation increased only slightly in 2008, consistent with the level of growth in fee-based income categories discussed earlier.

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          Compensation expense associated with management incentive programs decreased by $4.9 million in 2009 and $13.3 million in 2008, largely as a result of tightened performance criteria coupled with the current difficult operating environment. No bonus was earned under the cash bonus incentive program for 2009 or 2008. Reduced share-based compensation has reflected in part the lower estimated cost of more recent awards relative to the cost of prior awards that vested in 2009 and 2008. Share-based incentives currently include restricted stock units, both performance-based and tenure-based, and stock options. See Notes 2 and 16 to the consolidated financial statements located in Item 8 of this annual report on Form 10-K for more information on share-based compensation.
          Employee benefits expense increased 32%, or $10.4 million, in 2009, following a decrease of 3%, or $.9 million, in 2008. The major components of employee benefits expense, in addition to payroll taxes, are the cost of providing pension benefits through both the defined-benefit plans and a 401(k) employee savings plan and the cost of providing health benefits for active and retired employees.
          The increase in employee benefits expense in 2009 was driven mainly by the cost of providing pension benefits. The addition of the Parish staff added approximately $1.3 million to benefits expense for 2009.
          The performance of the pension trust fund for 2008 was substantially below the long-term expected rate of return, reflecting conditions in the equity and corporate debt markets. This level of fund performance contributed to an increase of $3.1 million in the actuarially determined periodic expense for the defined-benefit pension plan in 2009. As described more fully in Note 15 to the consolidated financial statements, Whitney amended its qualified defined-benefit pension plan in late 2008 to limit future eligibility and to freeze benefit accruals for certain current participants. At the same time, the employee savings plan was amended to authorize the Company to make discretionary profit sharing contributions, beginning in 2009, on behalf of participants in the savings plan who are ineligible to participate in the qualified defined-benefit plan or subject to the freeze in benefit accruals. The discretionary profit sharing contribution added $2.6 million to 2009 expense.
          Net occupancy expense increased 8%, or $2.9 million, in 2009, following a 7%, or $2.3 million, increase in 2008 compared to 2007. The incremental impact of acquired operations totaled approximately $2.1 million in 2009 and $.6 million in 2008. Increased expenses related to de novo branch expansion and higher energy costs drove most of the remaining increase for 2008.
          Equipment and data processing expense increased 3%, or $.7 million, in 2009. The incremental costs for acquired operations totaled approximately $1.2 million in 2009. Costs added in 2009 related to the initiative to replace the core data processing system, the opening of a new operations center and various new and enhanced applications, were offset by savings achieved on certain major contract renewals and the elimination of some costs associated with the Bank’s response to operational difficulties encountered in the aftermath the major hurricanes in 2005. Equipment and data processing expense in 2008 was up 9% over 2007, driven in large part by the cost of new customer-oriented applications associated with strategic initiatives and by branch expansion. Acquired operations contributed $.4 million to the 2008 increase.
          The total expense for professional services, both legal and other services, increased $5.9 million in 2009 and $3.0 million in 2008. Legal expense increased $4.9 million to a total of $9.7 million in 2009 and was up $1.7 million in 2008. Each increase came mainly from higher costs associated with problem loan collection efforts. The legal expense category also includes the cost of services for general corporate matters. The expense for nonlegal professional services was up $1.1 million in 2009, following a $1.3 million increase in 2008 compared to 2007. The 2009 expense total included consulting costs related to the initiative to replace core data processing systems, the set-up of the new operations center and an internal stress test of Whitney’s capital adequacy under various credit loss scenarios. Consultants have also been engaged over the past three years to assist in strategic planning, the upgrade of major customer interface tools, the development and implementation of product enhancements and process improvements, and regulatory compliance efforts. Both 2008 and 2007 included approximately $1.0 million for assistance integrating the systems of acquired operations.

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          Other costs associated with problem loan collections and foreclosed assets increased $16.1 million in 2009, including a $10.4 million additional provision to increase the valuation allowance on foreclosed property. These costs were up $3.3 million in 2008 compared to 2007. Expenses associated with problem loan collections and foreclosed assets are expected to remain elevated in the near term.
          The $1.3 million reduction in telecommunications and postage expense in 2008 mainly reflected the elimination of some redundant communication services used during an upgrade project in 2007. This was part of the overall efforts to improve operational resiliency in the event of a natural disaster.
          Amortization of intangibles is associated mainly with the value of deposit relationships acquired in bank and branch acquisitions. Amortization expense of $5.2 million is scheduled for 2010. Note 3 to the consolidated financial statements located in Item 8 of this annual report on Form 10-K reviews recently completed acquisitions and Note 10 presents additional information on intangible assets subject to amortization.
          The expense for deposit insurance and other regulatory fees in 2009 was up $18.9 million compared to 2008. Recent bank failures and economic conditions have put pressure on deposit insurance reserve ratios and led the FDIC to introduce a higher rate structure in 2009. Whitney also elected to participate in the FDIC’s Temporary Liquidity Guarantee Program that provides for full deposit insurance coverage for specified deposit categories. This program began October 14, 2008 and is scheduled to end June 30, 2010, with increased premiums beginning in 2010. During 2009, the FDIC also imposed an industry-wide emergency special assessment at 5 basis points of the insured institution’s total assets less Tier 1 regulatory capital. Whitney’s assessment totaled $5.5 million. The FDIC will increase regular assessment rates in the future as needed to maintain the integrity of the deposit insurance fund. The $2.9 million increase in deposit insurance and other regulatory fees in 2008 reflected mainly the availability of a one-time credit to offset deposit insurance assessments imposed under a rate structure that was adopted by the FDIC for 2007. The one-time credit fully offset the Bank’s 2007 assessment as well as $1.6 million of the Bank’s $4.4 million assessment for 2008.
          Miscellaneous operating losses included uninsured casualty losses and certain expenses associated with tropical storms that struck parts of the Company’s market area totaling approximately $2.1 million in 2008 and $1.0 million in 2007. Whitney also took charges of $.3 million in 2009 and $1.9 million in 2008 related to the planned closure of branch facilities. In 2007, the Company recorded a charge of $1.0 million to establish a liability with respect to an indemnification agreement with Visa. As discussed in Note 20 to the consolidated financial statements located in Item 8 of this annual report on Form 10-K, this liability was reversed in 2008.

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INCOME TAXES
          The Company provided for income tax expense or benefit at an effective rate of 44.5% in 2009, 24.6% in 2008 and 33.0% in 2007. 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, beginning in 2008, 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 tax expense rate in profitable periods. The impact on the effective rate becomes more pronounced as the pre-tax income or loss becomes smaller, leading to lower expense rates and higher tax benefit rates. Table 23 reconciles reported income tax expense to that computed at the statutory federal tax rate for each year in the three-year period ended December 31, 2009.
TABLE 23. INCOME TAXES
                         
(in thousands)   2009     2008     2007  
 
Income tax expense (benefit) at 35% of pre-tax income
  $ (39,204 )   $ 27,203     $ 78,877  
Increase (decrease) resulting from
                       
Tax exempt income
    (5,399 )     (4,411 )     (3,432 )
Tax credits
    (4,868 )     (4,358 )     (2,785 )
State income tax and miscellaneous items
    (395 )     704       1,650  
 
Income tax expense (benefit) reported
  $ (49,866 )   $ 19,138     $ 74,310  
 
          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, and this tax is allocated to parishes in which the bank maintains branches. Whitney’s corporate value tax is included in noninterest expense. This expense will fluctuate in part based on the growth in the Bank’s equity and earnings and in part based on market valuation trends for the banking industry.
FOURTH QUARTER RESULTS
          Whitney reported net income of $318,000 for the fourth quarter of 2009 compared to a net loss of $30.0 million for the third quarter of 2009. Including dividends on preferred stock, the loss to common shareholders was $3.75 million, or $.04 per diluted common share, for the fourth quarter of 2009 compared to a loss of $34.1 million, or $.50 per diluted share, for the third quarter of 2009. The Company earned $8.2 million, or $.12 per diluted common share, for the fourth quarter of 2008.
          The following discussion highlights factors impacting recent trends in Whitney’s operating results:
    Net interest income (TE) for the fourth quarter of 2009 increased 1.3%, or $1.4 million, compared to the third quarter of 2009. Although average earning assets were down slightly between these periods, the net interest margin (TE) improved 9 basis points to 4.20%, reflecting mainly a further reduction in the cost of funds. Funding costs benefited from the maturity or renewal in the current low interest rate environment of higher-cost certificates of deposit from a 2008 campaign as well as rate reductions on deposits from a special money market campaign earlier in 2009.
 
    Whitney provided $39.5 million for credit losses in the fourth quarter of 2009, down 51%, or $41 million, from the $80.5 million provision in the third quarter of 2009. Provisions related to impaired loans accounted for 75%, or almost $30 million, of the quarter’s total provision for credit losses, with almost $26 million from the Florida and Alabama markets. These provisions reflect in part the continued decline in the value of real estate collateral. The remainder of the quarter’s provision for credit losses was related mainly to residential mortgage and consumer charge-offs. Total criticized loans declined $124 million during the fourth quarter from its peak of $1.18 billion in the third quarter of 2009. Criticized loans in Louisiana, Florida and Texas declined $52 million, $39 million and $33

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      million, respectively. Net loan charge-offs in the fourth quarter of 2009 were $54.5 million, or 2.59%, of average loans on an annualized basis compared to $61.9 million, or 2.86%, of average loans in the third quarter of 2009. Approximately 70% of gross charge-offs came from credits in the Florida market, mainly the Tampa Bay region.
 
    Noninterest income for 2009’s fourth quarter decreased less than 1%, or $.2 million, from the third quarter of 2009. Deposit service charge income in the fourth quarter of 2009 was down 3%, or $.3 million, reflecting mainly the impact of higher balances maintained in commercial accounts subject to analysis charges and earnings credits.
 
    Total noninterest expense for the fourth quarter of 2009 increased less than 1%, or $.5 million, from the third quarter of 2009. Employee compensation was down $2.1 million mainly from reductions in both sales-based incentive plan compensation and share-based compensation on updated performance estimates. The cost of employee benefits increased $.9 million for the fourth quarter of 2009 related mainly to various retirement plan expense adjustments. Loan collection costs, including legal services, and foreclosed asset expenses and provisions for valuation losses totaled $8.6 million in the fourth quarter of 2009, up $1.8 million from the third quarter of 2009.
          The Summary of Quarterly Financial Information appearing in Item 8 of this annual report on Form 10-K provides selected comparative financial information for each of the four quarters in 2009 and 2008.
Item 7A: 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 7 of this annual report on Form 10-K and is incorporated here by reference.

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Item 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
SUMMARY OF QUARTERLY FINANCIAL INFORMATION (Unaudited)
                                 
    2009 Quarters  
(dollars in thousands, except per share data)   4th   3rd   2nd   1st
 
Net interest income
  $ 111,391     $ 109,854     $ 110,572     $ 111,615  
Net interest income (TE)
    112,396       110,975       111,820       112,924  
Provision for credit losses
    39,500       80,500       74,000       65,000  
Noninterest income
    29,026       29,227       32,431       29,266  
Net securities gains in noninterest income
    139       195              
Noninterest expense
    104,143       103,596       111,807       96,848  
Income tax benefit
    (3,544 )     (14,991 )     (21,503 )     (9,828 )
 
Net income (loss)
  $ 318     $ (30,024 )   $ (21,301 )   $ (11,139 )
 
Net loss to common shareholders
  $ (3,749 )   $ (34,091 )   $ (25,368 )   $ (15,164 )
 
Average balances
                               
Total assets
  $ 11,733,149     $ 11,796,108     $ 12,140,311     $ 12,159,252  
Earning assets
    10,635,573       10,723,215       11,062,643       11,054,605  
Loans
    8,434,397       8,661,806       8,945,911       9,068,755  
Deposits
    9,017,220       9,076,350       9,212,882       9,119,000  
Shareholders’ equity
    1,629,312       1,485,525       1,520,609       1,533,293  
 
Ratios
                               
Return on average assets
    .01 %     (1.01 )%     (.70 )%     (.37 )%
Return on average common equity
    (1.11 )     (11.36 )     (8.30 )     (4.96 )
Net interest margin
    4.20       4.11       4.05       4.13  
 
Earnings (loss) per common share
                               
Basic
  $ (.04 )   $ (.50 )   $ (.38 )   $ (.22 )
Diluted
    (.04 )     (.50 )     (.38 )     (.22 )
Cash dividends per common share
    .01       .01       .01       .01  
Common stock trading data
                               
High price
  $ 9.69     $ 11.27     $ 15.33     $ 16.16  
Low price
    7.78       7.94       8.33       8.17  
End-of-period closing price
    9.11       9.54       9.16       11.45  
Trading volume
    79,863,609       49,059,850       62,308,611       48,896,275  
 
All prices as reported on The Nasdaq Global Select Market.

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SUMMARY OF QUARTERLY FINANCIAL INFORMATION (Unaudited) (continued)
                                 
    2008 Quarters  
(dollars in thousands, except per share data)   4th   3rd   2nd   1st
 
Net interest income
  $ 119,540     $ 111,435     $ 111,125     $ 113,545  
Net interest income (TE)
    120,902       112,601       112,344       114,815  
Provision for credit losses
    45,000       40,000       35,000       14,000  
Noninterest income
    27,050       25,472       26,174       28,476  
Net securities gains in noninterest income
          67              
Noninterest expense
    92,026       89,549       85,590       83,929  
Income tax expense
    756       310       3,835       14,237  
 
Net income
  $ 8,808     $ 7,048     $ 12,874     $ 29,855  
 
Net income to common shareholders
  $ 8,220     $ 7,048     $ 12,874     $ 29,855  
 
Average balances
                               
Total assets
  $ 11,777,922     $ 10,902,329     $ 10,838,912     $ 10,796,496  
Earning assets
    10,719,892       9,892,165       9,929,683       9,944,709  
Loans
    8,700,317       8,007,507       7,866,942       7,685,478  
Deposits
    8,646,612       8,230,249       8,220,223       8,377,141  
Shareholders’ equity
    1,264,714       1,192,535       1,213,461       1,229,921  
 
Ratios
                               
Return on average assets
    .30 %     .26 %     .48 %     1.11 %
Return on average common equity
    2.67       2.35       4.27       9.76  
Net interest margin
    4.49       4.53       4.54       4.64  
 
Earnings per common share
                               
Basic
  $ .12     $ .11     $ .20     $ .45  
Diluted
    .12       .11       .20       .45  
Cash dividends per common share
    .20       .31       .31       .31  
Common stock trading data
                               
High price
  $ 26.37     $ 33.02     $ 26.32     $ 27.49  
Low price
    14.14       13.96       17.85       21.12  
End-of-period closing price
    15.99       24.25       18.30       24.79  
Trading volume
    42,771,277       72,540,716       53,522,061       45,483,491  
 
All prices as reported on The Nasdaq Global Select Market.

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MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
          The management of Whitney Holding Corporation is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
          Management used the framework of criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission to conduct an evaluation of the effectiveness of internal control over financial reporting. Based on that evaluation, management concluded that internal control over financial reporting for the Company as of December 31, 2009 was effective.
          Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
          The effectiveness of the Company’s internal control over financial reporting as of December 31, 2009 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report, which follows.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To Shareholders and Board of Directors
of Whitney Holding Corporation:
          In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, changes in shareholders’ equity and cash flows present fairly, in all material respects, the financial position of Whitney Holding Corporation and its subsidiaries (the “Company”) at December 31, 2009 and 2008, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2009 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control Over Financial Reporting.” Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
          A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
          Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/PricewaterhouseCoopers LLP
March 1, 2010

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WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
                 
    December 31  
(dollars in thousands)   2009     2008  
 
ASSETS
               
Cash and due from financial institutions
  $ 216,347     $ 299,619  
Federal funds sold and short-term investments
    212,219       167,268  
Loans held for sale
    33,745       20,773  
Investment securities
               
Securities available for sale
    1,875,495       1,728,962  
Securities held to maturity, fair values of $180,384 and $213,920, respectively
    174,945       210,393  
     
Total investment securities
    2,050,440       1,939,355  
     
Loans, net of unearned income
    8,403,443       9,081,850  
Allowance for loan losses
    (223,671 )     (161,109 )
     
Net loans
    8,179,772       8,920,741  
     
 
               
Bank premises and equipment
    223,142       212,501  
Goodwill
    435,678       435,678  
Other intangible assets
    14,116       22,883  
Accrued interest receivable
    32,841       39,799  
Other assets
    493,841       321,884  
     
Total assets
  $ 11,892,141     $ 12,380,501  
 
 
               
LIABILITIES
               
Noninterest-bearing demand deposits
  $ 3,301,354     $ 3,233,550  
Interest-bearing deposits
    5,848,540       6,028,044  
     
Total deposits
    9,149,894       9,261,594  
     
 
               
Short-term borrowings
    734,606       1,276,636  
Long-term debt
    199,707       179,236  
Accrued interest payable
    11,908       19,789  
Accrued expenses and other liabilities
    114,962       117,768  
     
Total liabilities
    10,211,077       10,855,023  
 
 
               
SHAREHOLDERS’ EQUITY
               
Preferred stock, no par value
               
Authorized, 20,000,000 shares; issued and outstanding, 300,000 shares
    294,974       293,706  
Common stock, no par value
               
Authorized - 200,000,000 shares Issued - 96,947,377 and 67,845,159 shares, respectively
    2,800       2,800  
Capital surplus
    617,038       397,703  
Retained earnings
    790,481       869,918  
Accumulated other comprehensive loss
    (11,532 )     (25,952 )
Treasury stock at cost - 500,000 shares
    (12,697 )     (12,697 )
     
Total shareholders’ equity
    1,681,064       1,525,478  
 
Total liabilities and shareholders’ equity
  $ 11,892,141     $ 12,380,501  
 
The accompanying notes are an integral part of these financial statements.

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WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
                         
    Years Ended December 31  
(dollars in thousands, except per share data)   2009     2008     2007  
 
INTEREST INCOME
                       
Interest and fees on loans
  $ 435,613     $ 483,009     $ 554,991  
Interest and dividends on investment securities
                       
Taxable securities
    75,390       82,461       77,774  
Tax-exempt securities
    7,685       8,643       9,097  
Interest on federal funds sold and short-term investments
    610       1,753       19,243  
       
Total interest income
    519,298       575,866       661,105  
 
INTEREST EXPENSE
                       
Interest on deposits
    63,345       91,596       163,000  
Interest on short-term borrowings
    2,531       18,974       25,055  
Interest on long-term debt
    9,990       9,651       8,259  
       
Total interest expense
    75,866       120,221       196,314  
 
NET INTEREST INCOME
    443,432       455,645       464,791  
PROVISION FOR CREDIT LOSSES
    259,000       134,000       17,000  
 
NET INTEREST INCOME AFTER PROVISION FOR CREDIT LOSSES
    184,432       321,645       447,791  
 
NONINTEREST INCOME
                       
Service charges on deposit accounts
    37,699       34,050       30,676  
Bank card fees
    19,886       17,670       16,487  
Trust service fees
    11,984       12,948       12,969  
Secondary mortgage market operations
    9,406       4,899       4,915  
Other noninterest income
    40,641       37,538       61,635  
Securities transactions
    334       67       (1 )
   
Total noninterest income
    119,950       107,172       126,681  
 
NONINTEREST EXPENSE
                       
Employee compensation
    158,116       150,614       159,850  
Employee benefits
    43,223       32,808       33,694  
       
Total personnel
    201,339       183,422       193,544  
Net occupancy
    38,810       35,906       33,568  
Equipment and data processing
    25,770       25,035       22,886  
Legal and other professional services
    19,556       13,612       10,652  
Deposit insurance and regulatory fees
    24,260       5,373       2,462  
Telecommunication and postage
    12,288       11,118       12,420  
Corporate value and franchise taxes
    8,684       9,312       9,571  
Amortization of intangibles
    8,767       7,785       10,879  
Other noninterest expense
    76,920       59,531       53,126  
       
Total noninterest expense
    416,394       351,094       349,108  
 
INCOME (LOSS) BEFORE INCOME TAXES
    (112,012 )     77,723       225,364  
INCOME TAX EXPENSE (BENEFIT)
    (49,866 )     19,138       74,310  
 
NET INCOME (LOSS)
  $ (62,146 )   $ 58,585     $ 151,054  
 
Preferred stock dividends
    16,226       588        
      -
NET INCOME (LOSS) TO COMMON SHAREHOLDERS
  $ (78,372 )   $ 57,997     $ 151,054  
 
 
                       
EARNINGS (LOSS) PER COMMON SHARE
                       
Basic
  $ (1.08 )   $ .89     $ 2.23  
Diluted
    (1.08 )     .88       2.21  
WEIGHTED-AVERAGE COMMON SHARES OUTSTANDING
                       
Basic
    72,824,964       64,767,708       66,953,343  
Diluted
    72,824,964       65,087,861       67,476,756  
CASH DIVIDENDS PER COMMON SHARE
  $ .04     $ 1.13     $ 1.16  
 
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
                                                         
                    Common             Accumulated              
                    Stock and             Other              
    Preferred     Common     Capital     Retained     Comprehensive     Treasury        
(dollars and shares in thousands, except per share data)   Stock     Shares     Surplus     Earnings     Income (Loss)     Stock     Total  
 
  $       65,930     $ 346,497     $ 812,644     $ (41,015 )   $ (5,164 )   $ 1,112,962  
Adjustment on adoption of FIN 48 (Note 23)
                      721                   721  
 
Adjusted balance at beginning of period
          65,930       346,497       813,365       (41,015 )     (5,164 )     1,113,683  
 
Comprehensive income:
                                                       
Net income
                      151,054                   151,054  
Other comprehensive income:
                                                       
Unrealized net holding gain on securities, net of reclassifications and tax
                            17,641             17,641  
Net change in prior service cost or credit and net actuarial loss on retirement plans, net of tax
                            4,571             4,571  
 
Total comprehensive income
                      151,054       22,212             173,266  
 
Common stock dividends, $1.16 per share
                      (78,627 )                 (78,627 )
Common stock issued in business combination
          1,492       48,298                         48,298  
Common stock issued to dividend reinvestment plan
          105       1,676                   1,443       3,119  
Employee incentive plan common stock activity
          132       11,937                   2,497       14,434  
Director compensation plan common stock activity
          62       2,658                   1,415       4,073  
Common stock acquired under repurchase program
          (1,895 )                       (49,510 )     (49,510 )
 
  $       65,826     $ 411,066     $ 885,792     $ (18,803 )   $ (49,319 )   $ 1,228,736  
 
Comprehensive income:
                                                       
Net income
                      58,585                   58,585  
Other comprehensive income (loss):
                                                       
Unrealized net holding gain on securities, net of reclassifications and tax
                            20,386             20,386  
Net change in prior service cost or credit and net actuarial loss on retirement plans, net of tax
                            (27,535 )           (27,535 )
 
Total comprehensive income (loss)
                      58,585       (7,149 )           51,436  
 
Common stock dividends, $1.13 per share
                      (73,871 )                 (73,871 )
Preferred stock dividend and discount accretion
    46                   (588 )                 (542 )
Common stock issued in business combination
          3,331       (20,277 )                 81,229       60,952  
Common stock issued to dividend reinvestment plan
          146       (358 )                 3,753       3,395  
Employee incentive plan common stock activity
          47       3,935                   1,213       5,148  
Director compensation plan common stock activity
          35       (203 )                 911       708  
Common stock acquired under repurchase program
          (2,040 )                       (50,484 )     (50,484 )
Preferred stock issued, with common stock warrants
    293,660             6,340                         300,000  
 
  $ 293,706       67,345     $ 400,503     $ 869,918     $ (25,952 )   $ (12,697 )   $ 1,525,478  
 
Comprehensive income (loss):
                                                       
Net loss
                      (62,146 )                 (62,146 )
Other comprehensive income:
                                                       
Unrealized net holding gain on securities, net of reclassifications and tax
                            4,880             4,880  
Net change in prior service cost or credit and net actuarial loss on retirement plans, net of tax
                            9,540             9,540  
 
Total comprehensive income (loss)
                      (62,146 )     14,420             (47,726 )
 
Common stock dividends, $.04 per share
                      (2,981 )                 (2,981 )
Preferred stock dividend and discount accretion
    1,268                   (14,310 )                 (13,042 )
Common stock offering
          28,750       217,917                         217,917  
Common stock issued to dividend reinvestment plan
          50       717                         717  
Employee incentive plan common stock activity
          258       349                         349  
Director compensation plan common stock activity
          44       352                         352  
 
  $ 294,974       96,447     $ 619,838     $ 790,481     $ (11,532 )   $ (12,697 )   $ 1,681,064  
 
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
                         
    Years Ended December 31  
(dollars in thousands)   2009     2008     2007  
 
OPERATING ACTIVITIES
                       
Net income (loss)
  $ (62,146 )   $ 58,585     $ 151,054  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
                       
Depreciation and amortization of bank premises and equipment
    20,356       19,033       17,437  
Amortization of purchased intangibles
    8,767       7,785       10,879  
Share-based compensation earned
    5,132       8,118       14,638  
Premium amortization (discount accretion) on securities, net
    2,546       1,127       910  
Provision for credit losses and losses on foreclosed assets
    270,660       135,260       17,124  
Net gains on asset dispositions, including gain on insurance settlement in 2007
    (2,903 )     (2,263 )     (33,804 )
Deferred tax expense (benefit)
    (23,176 )     (14,122 )     3,321  
Net (increase) decrease in loans originated and held for sale
    (12,972 )     5,125       10,391  
Net (increase) decrease in interest and other income receivable and prepaid expenses
    (89,104 )     748       1,936  
Net increase (decrease) in interest payable and accrued income taxes and expenses
    (28,547 )     (50,131 )     20,113  
Other, net
    (506 )     (12,619 )     (2,194 )
       
Net cash provided by operating activities
    88,107       156,646       211,805  
 
INVESTING ACTIVITIES
                       
Proceeds from sales of investment securities available for sale
    22,640       91,711       38,964  
Proceeds from maturities of investment securities available for sale
    594,666       571,303       405,472  
Purchases of investment securities available for sale
    (732,804 )     (576,436 )     (469,438 )
Proceeds from maturities of investment securities held to maturity
    35,331       80,829       10,241  
Purchases of investment securities held to maturity
          (5,050 )     (23,309 )
Net (increase) decrease in loans
    428,579       (980,660 )     (318,711 )
Net (increase) decrease in federal funds sold and short-term investments
    (44,951 )     383,334       (221,628 )
Purchases under bank-owned life insurance program
          (150,000 )      
Proceeds from sales of foreclosed assets and surplus property
    28,083       10,634       6,368  
Proceeds from insurance settlement
                30,801  
Purchases of bank premises and equipment
    (34,979 )     (14,308 )     (24,788 )
Net cash paid in acquisition
          (80,287 )     (7,503 )
Other, net
    (22,801 )     (2,936 )     (2,401 )
       
Net cash provided by (used in) investing activities
    273,764       (671,866 )     (575,932 )
 
FINANCING ACTIVITIES
                       
Net increase (decrease) in transaction account and savings account deposits
    533,490       253,654       (319,470 )
Net increase (decrease) in time deposits
    (644,626 )     (221,304 )     250,766  
Net increase (decrease) in short-term borrowings
    (542,030 )     316,852       384,723  
Proceeds from issuance of long-term debt
    20,773       11,883       149,738  
Repayment of long-term debt
    (98 )     (8,439 )     (7,366 )
Proceeds from issuance of common stock
    218,634       4,279       6,932  
Purchases of common stock
    (1,087 )     (52,588 )     (52,782 )
Proceeds from issuance of preferred stock, with common stock warrants
          300,000        
Cash dividends on common stock
    (13,250 )     (78,590 )     (77,340 )
Cash dividends on preferred stock
    (13,584 )            
Other, net
    (3,365 )     (1,107 )     960  
       
Net cash provided by (used in) financing activities
    (445,143 )     524,640       336,161  
 
Increase (decrease) in cash and cash equivalents
    (83,272 )     9,420       (27,966 )
Cash and cash equivalents at beginning of period
    299,619       290,199       318,165  
       
Cash and cash equivalents at end of period
  $ 216,347     $ 299,619     $ 290,199  
 
 
                       
Cash received during the period for:
                       
Interest income
  $ 522,203     $ 572,207     $ 655,073  
 
                       
Cash paid during the period for:
                       
Interest expense
  $ 84,381     $ 129,518     $ 188,419  
Income taxes
    1,675       38,500       60,000  
 
                       
Noncash investing activities:
                       
Foreclosed assets received in settlement of loans
  $ 59,176     $ 29,636     $ 4,776  
 
The accompanying notes are an integral part of these financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1
NATURE OF BUSINESS
     Whitney Holding Corporation is a Louisiana bank holding company headquartered in New Orleans, Louisiana. Its principal subsidiary is Whitney National Bank (the Bank), which represents virtually all its operations and net income.
     The Bank, which has been in continuous operation since 1883, engages in community banking in its market area stretching across the five-state Gulf Coast region, including the Houston, Texas metropolitan area, southern Louisiana, the coastal region of Mississippi, central and south Alabama, the panhandle of Florida, and the Tampa Bay metropolitan area of Florida. The Bank offers commercial and retail banking products and services, including trust products and investment services, to the customers in the communities it serves. Southern Coastal Insurance Agency, Inc., a wholly owned Bank subsidiary, offers personal and business insurance products to customers primarily in northwest Florida and the New Orleans metropolitan area.
NOTE 2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND RECENT PRONOUNCEMENTS
     Whitney Holding Corporation and its subsidiaries (the Company or Whitney) follow accounting and reporting policies that conform with accounting principles generally accepted in the United States of America and those generally practiced within the banking industry. The following is a summary of the more significant accounting policies.
Basis of Presentation
     The consolidated financial statements include the accounts of Whitney Holding Corporation and its subsidiaries. All significant intercompany balances and transactions have been eliminated. Whitney reports the balances and results of operations from business combinations accounted for as purchases from the respective dates of acquisition (see Note 3).
Use of Estimates
     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.
Investment Securities
     Securities are classified as trading, held to maturity or available for sale. Management determines the classification of securities when they are purchased and reevaluates this classification periodically as conditions change that could require reclassification.
     Trading account securities are bought and held principally for resale in the near term. They are carried at fair value with realized and unrealized gains or losses reflected in noninterest income. Trading account securities are immaterial in each period presented and have been included in other assets on the consolidated balance sheets.
     Securities that the Company both positively intends and has the ability to hold to maturity are classified as securities held to maturity and are carried at amortized cost. The intent and ability to hold are not considered satisfied when a security is available to be sold in response to changes in interest rates, prepayment rates, liquidity needs or other reasons as part of an overall asset/liability management strategy.
     Securities not meeting the criteria to be classified as either trading securities or securities held to maturity are classified as available for sale and are carried at fair value. Unrealized holding losses, other than those determined to be other than temporary, and unrealized holding gains are excluded from net income and are recognized, net of tax, in other comprehensive income and in accumulated other comprehensive income, a separate component of shareholders’ equity.

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     Premiums and discounts on securities, both those held to maturity and those available for sale, are amortized and accreted to income as an adjustment to the securities’ yields using the interest method. Realized gains and losses on securities, including declines in value judged to be other than temporary, are reported net as a component of noninterest income. The cost of securities sold is specifically identified for use in calculating realized gains and losses.
Loans Held for Sale
     Loans originated for sale are carried at the lower of either cost or market value. At times, management may decide to sell loans that were not originated for that purpose. These loans are reclassified as held for sale when that decision is made and are also carried at the lower of cost or market.
Loans
     Loans are carried at the principal amounts outstanding net of unearned income. Interest on loans and accretion of unearned income, including deferred loan fees, are computed in a manner that approximates a level rate of return on recorded principal.
     The Company stops accruing interest on a loan when the borrower’s ability to meet contractual payments is in doubt. For commercial and real estate loans, a loan is placed on nonaccrual status generally when it is ninety days past due as to principal or interest, and the loan is not otherwise both well secured and in the process of collection. When a loan is moved to nonaccrual status, any accrued but uncollected interest is reversed against interest income. Interest payments on nonaccrual loans are used to reduce the reported loan principal under the cost recovery method if the collectibility of the remaining principal is not reasonably assured; otherwise, such payments are recognized as interest income when received. A loan on nonaccrual status may be reinstated to accrual status when full payment of contractual principal and interest is expected and this expectation is supported by current sustained performance.
     A loan is considered impaired when it is probable that all amounts will not be collected as they become due according to the contractual terms of the loan agreement. Generally, impaired loans are accounted for on a nonaccrual basis. The extent of impairment is measured as discussed below in the section entitled “Allowance for Loan Losses.”
Allowance for Loan Losses
     Management’s evaluation of credit risk in the loan portfolio is reflected in the estimate of probable losses inherent in the portfolio that is reported in the Company’s financial statements as the allowance for loan losses. Changes in this evaluation over time are reflected in the provision for credit losses charged to expense. As actual loan losses are incurred, they are charged against the allowance. Subsequent recoveries are added back to the allowance when collected. The methodology for determining the allowance involves significant judgment, and important factors that influence this judgment are re-evaluated quarterly to respond to changing conditions.
     The 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.
     A loan is considered impaired when it is probable that all contractual amounts will not be collected as they come due. Specific allowances are determined for impaired loans based on the present value of expected future cash flows discounted at the loan’s contractual interest rate, the fair value of the collateral if the loan is collateral dependent, or, when available, the loan’s observable market price.
     The historical loss factors for commercial loans are determined with reference to the results of migration analysis, which analyzes the charge-off experience over time for loans within each grouping. The historical loss factors for homogeneous loan groups are based on average historical charge-off information. Management adjusts historical loss factors based on its assessment of whether current conditions, both internal and external, would be

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adequately reflected in these factors. Internally, management must consider such matters as whether trends have been identified in the quality of underwriting and loan administration as well as in the timely identification of credit quality issues. Management also monitors shifts in portfolio concentrations and other changes in portfolio characteristics that indicate levels of risk not fully captured in the loss factors. External factors include local and national economic trends, as well as changes in the economic fundamentals of specific industries which are well-represented in Whitney’s customer base. Applying the adjusted loss factors to the corresponding loan groups yields an allowance that represents management’s best estimate of probable losses. Management has established policies and procedures to help ensure a consistent approach to this inherently judgmental process.
     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.
Bank Premises and Equipment
     Bank premises and equipment are carried at cost, less accumulated depreciation. Depreciation is computed primarily using the straight-line method over the estimated useful lives of the assets and over the shorter of the lease terms or the estimated lives of leasehold improvements. Useful lives range principally from fifteen to thirty years for buildings and improvements and from three to ten years for furnishings and equipment, including data processing equipment and software. Additions to bank premises and equipment and major replacements or improvements are capitalized.
Foreclosed Assets
     Collateral acquired through foreclosure or in settlement of loans is reported with other assets in the consolidated balance sheets. With the exception of grandfathered property interests, which are assigned a nominal book value, these assets are recorded at estimated fair value less estimated selling costs. Any initial reduction in the carrying amount of a loan to the fair value of the collateral received is charged to the allowance for loan losses. Subsequent valuation adjustments for foreclosed assets are also included in current earnings, as are the revenues and expenses associated with managing these assets before they are sold.
Goodwill and Other Intangible Assets
     Whitney has recognized intangible assets in connection with its purchase business combinations. Identifiable intangible assets acquired by the Company have represented mainly the value of the deposit relationships purchased in these transactions. Goodwill represents the purchase price premium over the fair value of the net assets of an acquired business, including identifiable intangible assets.
     Goodwill must be assessed for impairment annually unless interim events or circumstances make it more likely than not that an impairment loss has occurred. Impairment is defined as the amount by which the implied fair value of the goodwill contained in any reporting unit within a company is less than the goodwill’s carrying value. The Company has assigned all goodwill to one reporting unit that represents Whitney’s overall banking operations. This reporting unit is the same as the operating segment identified below, and its operations constitute substantially all of the Company’s consolidated operations. Impairment losses would be charged to operating expense.
     Identifiable intangible assets with finite lives are amortized over the periods benefited and are evaluated for impairment similar to other long-lived assets. If the useful life of an identifiable intangible asset is indefinite, the recorded asset is not amortized but is tested for impairment annually by comparison to its estimated fair value.
Share-Based Compensation
     The grant-date fair value of equity instruments awarded to employees establishes the cost of the services received in exchange, and the cost associated with awards that are expected to vest is recognized over the required service period.

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Income Taxes
     The Company and its subsidiaries file a consolidated federal income tax return. Income taxes are accounted for using the asset and liability method. Under this method, the expected tax consequences of temporary differences hat arise between the tax bases of assets or liabilities and their reported amounts in the financial statements represent either deferred tax liabilities to be settled in the future or deferred tax assets that will be realized as a reduction of future taxes payable. Currently enacted tax rates and laws are used to calculate the expected tax consequences. Valuation allowances are established against deferred tax assets if, based on all available evidence, it is more likely than not that some or all of the assets will not be realized.
     Under accounting standards adopted by the Company on January 1, 2007, the benefit of a position taken or expected to be taken in a tax return is recognized in a company’s financial statements when it is more likely than not that the position will be sustained based on its technical merits.
Earnings 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 common 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 net income applicable to common shareholders to each class of common stock and participating security according to common dividends declared and participation rights in undistributed earnings. Net losses are not allocated to participating securities because the securities bear no contractual obligation to fund or otherwise share in losses. This guidance is effective for 2009 and has been applied retrospectively to earnings per share data presented for prior periods with no material impact.
     Basic earnings per common share is computed by dividing income applicable to and allocated to common shareholders by the weighted-average number of common shares outstanding for the period. Shares outstanding are adjusted for unvested restricted shares issued to employees under the long-term incentive compensation plan and for certain shares that will be issued under the directors’ compensation plan.
     Diluted earnings per common share is computed using the weighted-average number of common shares outstanding increased by dilutive potential common shares. 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. Performance-based restricted stock units reflect expected performance factors. The number of potential common shares included in the diluted earnings per share calculation is determined using the treasury stock method. 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.
Statements of Cash Flows
     The Company considers only cash on hand, cash items in process of collection and balances due from financial institutions as cash and cash equivalents for purposes of the consolidated statements of cash flows.
Operating Segment Disclosures
     Accounting standards have been established for reporting information about a company’s operating segments using a “management approach.” Reportable segments are identified in these standards as those revenue-producing components for which separate financial information is produced internally and which are subject to evaluation by the chief operating decision maker in deciding how to allocate resources to segments. Consistent with its stated strategy that is focused on providing a consistent package of community banking products and services throughout a coherent market area, Whitney has identified its overall banking operations as its only reportable segment. Because the overall banking operations comprise substantially all of the consolidated operations, no separate segment disclosures are presented.

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Other
     Assets held by the Bank in a fiduciary capacity are not assets of the Bank and are not included in the consolidated balance sheets. Generally, certain minor sources of income are recorded on a cash basis, which does not differ materially from the accrual basis.
Accounting Standard Developments
     In August 2009, the FASB updated its guidance on fair value measurements and disclosure. The updated guidance clarifies how to measure the fair value of a liability when a quoted price in an active market for the identical liability is not available, but does not introduce new fair value measurement principles. The new guidance did not have a material impact on the Company’s fair value disclosures.
     In June 2009, the FASB amended its guidance on accounting for transfers of financial assets. The amended guidance eliminates 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 is effective for Whitney beginning in 2010. Adoption of this new guidance is not expected to have a significant impact on the Company’s financial condition or results of operations, given Whitney’s current involvement in financial asset transfer activities.
     Also in June 2009, the FASB issued amended guidance on accounting for variable interest entities (VIEs). This guidance replaces 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 variable interest entities. The new guidance is effective for Whitney’s 2010 fiscal year. The adoption of this new guidance is not expected to materially impact the Company’s financial condition or results of operations.
     In April 2009, the FASB established a new method of recognizing and reporting other-than-temporary impairments of debt securities and expanded and increased the frequency of related disclosures. Given the current composition of Whitney’s portfolio of debt securities, application of this new guidance did not materially impact the Company’s financial condition or results of operations.

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NOTE 3
MERGERS AND ACQUISITIONS
     In November 2008, Whitney completed its acquisition of Parish National Corporation (Parish), the parent of Parish National Bank. Parish National Bank operated 16 banking centers, primarily on the north shore of Lake Pontchartrain and other parts of the metropolitan New Orleans area, and had $771 million in total assets, including a loan portfolio of $606 million, and $636 million in deposits at the acquisition date. The transaction was valued at approximately $158 million, with approximately $97 million paid to Parish’s shareholders in cash and the remainder in Whitney stock totaling approximately 3.33 million shares. Applying purchase accounting to this transaction, the Company recorded goodwill of $104 million and a $13 million intangible asset for the estimated value of deposit relationships with a weighted-average life of approximately three years.
     In March 2007, Whitney acquired Signature Financial Holdings, Inc. (Signature), headquartered in St. Petersburg, Florida, the parent of Signature Bank. Signature Bank operated seven banking centers in the Tampa Bay metropolitan area and had approximately $270 million in total assets, including $220 million of loans, and $210 million in deposits at acquisition. Signature’s shareholders received 1.49 million shares of Whitney common stock and cash totaling $13 million, for a total transaction value of approximately $61 million. Intangible assets acquired in this transaction included $39 million of goodwill and $4 million assigned to the value of deposit relationships with a weighted-average life of 2.4 years.
     The acquired banking operations have been merged into the Bank. Whitney’s financial statements include the results from acquired operations since the acquisition dates.
NOTE 4
FEDERAL FUNDS SOLD AND SHORT-TERM INVESTMENTS
     The balance of federal funds sold and short-term investments included the following.
                 
    December 31  
(in thousands)   2009     2008  
 
Federal funds sold
  $ 11,150     $ 43,430  
Securities purchased under resale agreements
          100,000  
Other short-term interest-bearing investments and deposits
    201,069       23,838  
 
Total
  $ 212,219     $ 167,268  
 
     Federal funds at December 31, 2009 were sold on an overnight basis. Interest-bearing deposits at December 31, 2009 include $195 million with the regional Federal Reserve Bank.

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NOTE 5
INVESTMENT SECURITIES
     Summary information about securities available for sale and securities held to maturity follows. Substantially all mortgage-backed securities are backed by residential mortgage loans.
                                 
    Amortized     Unrealized     Unrealized     Fair  
(in thousands)   Cost     Gains     Losses     Value  
 
Securities Available for Sale
                               
 
                               
 
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  
 
                               
 
Mortgage-backed securities
  $ 1,527,632     $ 26,342     $ 1,189     $ 1,552,785  
U. S. agency securities
    100,269       5,309             105,578  
Obligations of states and political subdivisions
    7,635       223       10       7,848  
Other securities
    62,751                   62,751  
 
Total
  $ 1,698,287     $ 31,874     $ 1,199     $ 1,728,962  
 
Securities Held to Maturity
                               
 
                               
 
Obligations of states and political subdivisions
  $ 174,945     $ 5,464     $ 25     $ 180,384  
 
Total
  $ 174,945     $ 5,464     $ 25     $ 180,384  
 
                               
 
Obligations of states and political subdivisions
  $ 210,393     $ 4,316     $ 789     $ 213,920  
 
Total
  $ 210,393     $ 4,316     $ 789     $ 213,920  
 
     The following summarizes securities with unrealized losses at December 31, 2009 and 2008 by the period over which the security’s fair value had been continuously less than its amortized cost as of each year end.
                                 
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     $     $  
 

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December 31, 2008   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
  $ 245,088     $ 1,170     $ 7,396     $ 19  
Obligations of states and political subdivisions
    1,145       9       150       1  
 
Total
  $ 246,233     $ 1,179     $ 7,546     $ 20  
 
Securities Held to Maturity
                               
 
Obligations of states and political subdivisions
  $ 13,618     $ 461     $ 10,459     $ 328  
 
Total
  $ 13,618     $ 461     $ 10,459     $ 328  
 
     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 December 31, 2009, 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. All impaired securities were originally purchased for continuing investment purposes, and management believes that they remain suitable for this purpose in light of current market conditions and Company strategies. At December 31, 2009, management had both the intent and ability to hold these securities until the market-based impairment is recovered. No losses for other-than-temporary impairment were recognized in any of the three years ended December 31, 2009.
     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 December 31, 2009. 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.

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    Amortized     Fair  
(in thousands)   Cost     Value  
 
Securities Available for Sale
               
 
Within one year
  $ 102,231     $ 104,493  
One to five years
    7,726       7,948  
Five to ten years
    1,050       1,116  
After ten years
           
 
Debt securities with single maturities
    111,007       113,557  
Mortgage-backed securities
    1,673,136       1,708,765  
Equity securities
    53,173       53,173  
 
Total
  $ 1,837,316     $ 1,875,495  
 
Securities Held to Maturity
               
 
Within one year
  $ 17,964     $ 18,157  
One to five years
    70,831       73,612  
Five to ten years
    60,267       61,882  
After ten years
    25,883       26,733  
 
Total
  $ 174,945     $ 180,384  
 
     Proceeds from sales of securities available for sale were $23 million in 2009, $92 million in 2008 and $39 million in 2007. Substantially all of the proceeds in 2008 and 2007 came from the sale of portfolios acquired in business combinations. Realized gross gains and losses were insignificant.
     Securities with carrying values of $1.39 billion at December 31, 2009 and $1.69 billion at December 31, 2008 were sold under repurchase agreements, pledged to secure public deposits or pledged for other purposes.
NOTE 6
LOANS
     The composition of the Company’s loan portfolio follows.
                                 
    December 31  
(in thousands)   2009     2008  
 
Commercial & industrial
  $ 3,075,340       37 %   $ 3,436,461       38 %
Owner-occupied real estate
    1,079,487       13       1,013,919       11  
 
Total commercial & industrial
    4,154,827       50       4,450,380       49  
 
Residential construction
    170,415       2       275,012       3  
Commercial construction, land & land development
    1,366,740       16       1,612,468       18  
Other commercial real estate
    1,246,353       15       1,254,329       14  
 
Total commercial real estate
    2,783,508       33       3,141,809       35  
 
Residential mortgage
    1,035,110       12       1,079,270       12  
Consumer
    429,998       5       410,391       4  
 
Total
  $ 8,403,443       100 %   $ 9,081,850       100 %
 
     The Bank makes loans in the normal course of business to directors and executive officers of the Company and the Bank and to their associates. Loans to such related parties carry substantially the same terms, including interest rates and collateral requirements, as those prevailing at the time for comparable transactions with unrelated parties and do not involve more than normal risks of collectibility when originated. An analysis of the changes in loans to related parties during 2009 follows.

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(in thousands)   2009  
 
Beginning balance
  $ 31,782  
Additions
    46,025  
Repayments
    (41,298 )
Net decrease from changes in related parties
    (700 )
 
Ending balance
  $ 35,809  
 
     Outstanding unfunded commitments and letters of credit to related parties totaled $121 million and $125 million at December 31, 2009 and 2008, respectively.
NOTE 7
ALLOWANCE FOR LOAN LOSSES AND RESERVE FOR LOSSES ON UNFUNDED CREDIT COMMITMENTS
     A summary analysis of changes in the allowance for loan losses follows.
                         
    Years Ended December 31  
(in thousands)   2009     2008     2007  
 
Allowance at beginning of year
  $ 161,109     $ 87,909     $ 75,927  
Allowance of acquired banks
          9,971       2,791  
Provision for credit losses
    257,600       134,500       17,600  
Loans charged off
    (203,602 )     (82,226 )     (17,956 )
Recoveries
    8,564       10,955       9,547  
 
Net charge-offs
    (195,038 )     (71,271 )     (8,409 )
 
Allowance at end of year
  $ 223,671     $ 161,109     $ 87,909  
 
     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.
                         
    Years Ended December 31  
(in thousands)   2009     2008     2007  
 
Reserve at beginning of year
  $ 800     $ 1,300     $ 1,900  
Provision for credit losses
    1,400       (500 )     (600 )
 
Reserve at end of year
  $ 2,200     $ 800     $ 1,300  
 
NOTE 8
IMPAIRED LOANS, NONPERFORMING LOANS, FORECLOSED ASSETS AND SURPLUS PROPERTY
     Information on loans evaluated for possible impairment loss follows.
                 
    December 31    
(in thousands)   2009     2008  
 
Impaired loans at year end:
               
Requiring a loss allowance
  $ 277,421     $ 218,376  
Not requiring a loss allowance
    67,572       54,492  
 
Total recorded investment in impaired loans
  $ 344,993     $ 272,868  
 
Impairment loss allowance required at year end
  $ 51,462     $ 39,288  
 
Average recorded investment in impaired loans during the year
  $ 321,094     $ 169,308  
 

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     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.
                 
    December 31  
(in thousands)   2009     2008  
 
Loans accounted for on a nonaccrual basis
  $ 414,075     $ 301,095  
Restructured loans accruing
           
 
Total nonperforming loans
  $ 414,075     $ 301,095  
 
Foreclosed assets and surplus property
  $ 52,630     $ 28,067  
 
     Interest income is recognized on certain nonaccrual loans as payments are received. Interest payments on other nonaccrual loans are accounted for under the cost recovery method, but this interest may later be recognized in income when loan collections exceed expectations or when workout efforts result in fully rehabilitated credits. The following compares estimated contractual interest income on nonaccrual loans and restructured loans with the cash-basis and cost-recovery interest actually recognized on these loans.
                         
    Years Ended December 31  
(in thousands)   2009     2008     2007  
 
Contractual interest
  $ 27,078     $ 15,773     $ 7,967  
Interest recognized
    1,194       903       1,345  
 
Decrease in reported interest income
  $ 25,884     $ 14,870     $ 6,622  
 
     The Bank and one of its subsidiaries own various property interests that were acquired in routine banking transactions generally before 1933. There was no ready market for these assets when they were initially acquired, and, as was general banking practice at the time, they were written down to a nominal value. The assets include direct and indirect ownership interests in scattered undeveloped acreage, various mineral interests, and a few commercial and residential sites primarily in southeast Louisiana.
     The revenues and direct expenses related to these grandfathered property interests that are included in the statements of income follow.
                         
    Years Ended December 31  
(in thousands)   2009     2008     2007  
 
Revenues
  $ 1,940     $ 3,898     $ 4,375  
Direct expenses
    193       230       236  
 
NOTE 9
BANK PREMISES AND EQUIPMENT
     A summary of bank premises and equipment by asset classification follows.
                 
    December 31  
(in thousands)   2009     2008  
 
Land
  $ 59,412     $ 60,861  
Buildings and improvements
    227,054       220,784  
Equipment and furnishings
    154,955       135,455  
 
 
    441,421       417,100  
Accumulated depreciation
    (218,279 )     (204,599 )
 
Total bank premises and equipment
  $ 223,142     $ 212,501  
 

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     Provisions for depreciation and amortization included in noninterest expense were as follows.
                         
    Years Ended December 31  
(in thousands)   2009     2008     2007  
 
Buildings and improvements
  $ 9,626     $ 8,599     $ 8,062  
Equipment and furnishings
    10,730       10,434       9,375  
 
Total depreciation and amortization expense
  $ 20,356     $ 19,033     $ 17,437  
 
     At December 31, 2009, the Bank was obligated under a number of noncancelable operating leases, substantially all related to premises. Certain of these leases have escalation clauses and renewal options. Total rental expense was $11.2 million in 2009, $11.0 million in 2008 and $9.8 million in 2007.
     As of December 31, 2009, the future minimum rentals under noncancelable operating leases having an initial lease term in excess of one year were as follows.
         
(in thousands)        
 
2010
  $ 9,590  
2011
    7,704  
2012
    6,818  
2013
    6,585  
2014
    6,350  
Later years
    42,636  
 
Total
  $ 79,683  
 
NOTE 10
GOODWILL AND OTHER INTANGIBLE ASSETS
     Intangible assets consist mainly of identifiable intangibles, such as the value of deposit relationships, and goodwill acquired in business combinations accounted for as purchases. There were no acquisitions or dispositions of intangible assets during 2009. The balance of goodwill that will not generate future tax deductions was $427 million at December 31, 2009.
     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 assessments as of September 30, 2009 and 2008. 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. No indication of goodwill impairment was identified in these interim tests. For the most recent impairment test as of December 31, 2009, the discounted cash flow analysis resulted in a fair value estimate approximately 7% higher than book value. Either a 10 basis point reduction in the expected net interest margin, a .50% lower projected growth rate or a .50% higher discount rate would reduce the estimated fair value by approximately 7%.
     Forecasting cash flows, credit losses and growth in addition to valuing the Company’s assets with any degree of assurance in the current economic environment is very difficult and subject to change over very short time periods. 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.

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     Identifiable intangible assets with finite lives are amortized over the periods benefited and are evaluated for impairment similar to other long-lived assets. The Company’s only significant identifiable intangible assets reflect the value of deposit relationships, all of which have finite lives. The weighted-average remaining life of identifiable intangible assets was approximately 2.6 years at December 31, 2009.
     The carrying value of intangible assets subject to amortization was as follows, including changes during 2009.
                         
    Purchase     Accumulated     Carrying  
(in thousands)   Value     Amortization     Value  
 
  $ 61,910       (39,027 )   $ 22,883  
Amortization
          (8,767 )     (8,767 )
Fully-amortized assets
    (21,382 )     21,382        
 
  $ 40,528       (26,412 )   $ 14,116  
 
     Amortization of intangible assets included in noninterest expense was as follows.
                         
    Years Ended December 31  
(in thousands)   2009     2008     2007  
 
Deposit relationships and other identifiable intangibles
  $ 8,767     $ 7,785     $ 9,595  
Unidentifiable intangibles
                1,284  
 
Total amortization
  $ 8,767     $ 7,785     $ 10,879  
 
     The following shows estimated amortization expense for the five succeeding years, calculated based on current amortization schedules.
         
(in thousands)        
 
2010
  $ 5,194  
2011
    3,389  
2012
    2,220  
2013
    1,377  
2014
    905  
 
NOTE 11
DEPOSITS
     The composition of deposits was as follows.
                 
    December 31  
(in thousands)   2009     2008  
 
Noninterest-bearing demand deposits
  $ 3,301,354     $ 3,233,550  
Interest-bearing deposits:
               
NOW account deposits
    1,299,274       1,281,137  
Money market deposits
    1,823,548       1,306,937  
Savings deposits
    840,135       909,197  
Other time deposits
    799,142       875,999  
Time deposits $100,000 and over
    1,086,441       1,654,774  
 
Total interest-bearing deposits
    5,848,540       6,028,044  
 
Total deposits
  $ 9,149,894     $ 9,261,594  
 

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     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 $151 million and $397 million at December 31, 2009 and 2008, respectively. Most of these deposits mature on a daily basis. Scheduled maturities of all time deposits at December 31, 2009 were as follows.
         
(in thousands)        
 
2010
  $ 1,596,437  
2011
    247,642  
2012
    40,439  
2013
    692  
2014 and thereafter
    373  
 
Total
  $ 1,885,583  
 
NOTE 12
SHORT-TERM BORROWINGS
     Short-term borrowings consisted of the following.
                 
    December 31  
(in thousands)   2009     2008  
 
Securities sold under agreements to repurchase
  $ 711,896     $ 780,059  
Federal funds purchased
    15,810       479,837  
Treasury Investment Program
    6,900       16,740  
 
Total short-term borrowings
  $ 734,606     $ 1,276,636  
 
     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. The Bank has the ability to exercise legal authority over the underlying securities.
     Additional information about securities sold under repurchase agreements follows.
                         
(dollars in thousands)   2009     2008     2007  
 
At December 31
                       
Interest rate
    .16 %     .15 %     3.15 %
Balance
  $ 711,896     $ 780,059     $ 771,717  
 
Average for the year
                       
Effective interest rate
    .16 %     1.31 %     3.80 %
Balance
  $ 648,106     $ 637,164     $ 583,754  
 
Maximum month-end outstanding
  $ 732,514     $ 780,059     $ 771,717  
 
                 
 
     Federal funds purchased represent unsecured borrowings from other banks, generally on an overnight basis. Additional information about federal funds purchased follows.
                         
(dollars in thousands)   2009     2008     2007  
 
At December 31
                       
Interest rate
    .15 %     .27 %     3.76 %
Balance
  $ 15,810     $ 479,837     $ 98,302  
 
Average for the year
                       
Effective interest rate
    .26 %     1.71 %     4.94 %
Balance
  $ 72,385     $ 261,289     $ 48,128  
 
Maximum month-end outstanding
  $ 159,446     $ 661,076     $ 98,302  
 

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     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 December 31, 2009 and 2008. FHLB advances are secured by a blanket lien on Bank loans secured by real estate. Additional information about FHLB advances outstanding during 2009 and 2008 follows. The Bank made no use of short-term FHLB advances during 2007.
                 
(dollars in thousands)   2009     2008  
 
Average for the year
               
Effective interest rate
    .58 %     2.08 %
Balance
  $ 202,192     $ 286,001  
 
Maximum month-end outstanding
  $ 500,000     $ 501,694  
 
           
 
     During 2009, the Bank obtained borrowings through the Federal Reserve’s Term Auction Facility (TAF). TAF borrowings averaged $61 million with an effective interest rate of .25%, and the maximum outstanding during 2009 was $400 million. At December 31, 2009, the Bank has unused borrowing capacity with the Federal Reserve that is secured by the pledge of selected loans and investment securities.
     Under the Treasury Investment Program, temporary excess U.S. Treasury receipts are loaned to participating financial institutions at 25 basis points under the federal funds rate. Repayment of these borrowed funds can be demanded at any time, and the Bank pledges securities as collateral. The maximum month-end borrowings under this program during 2009 totaled $10 million.
NOTE 13
LONG-TERM DEBT
     Long-term debt consisted of the following.
                 
    December 31  
(in thousands)   2009     2008  
 
Subordinated notes payable
  $ 149,810     $ 149,784  
Subordinated debentures
    17,029       17,260  
Other long-term debt
    32,868       12,192  
 
Total long-term debt
  $ 199,707     $ 179,236  
 
     The Bank’s $150 million par value subordinated notes carry an interest rate of 5.875% and mature April 1, 2017. These notes qualify as capital for the calculation of the regulatory ratio of total capital to risk-weighted assets, subject to certain limitations as they approach maturity.
     In connection with bank acquisitions, the Company assumed obligations under subordinated debentures payable to unconsolidated trusts which issued trust preferred securities. The weighted-average yield was approximately 4.45% at year-end 2009. The debentures have maturities from 2031 through 2034, but they may be called with prior regulatory approval beginning at various dates from 2010 through 2011. Subject to certain adjustments, these debentures currently qualify as capital for the calculation of regulatory capital ratios.
     Substantially all of the other long-term debt consists of borrowings associated with tax credit fund activities. These borrowings mature in 2015 and 2016.

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NOTE 14
OTHER ASSETS AND ACCRUED EXPENSES AND OTHER LIABILITIES
     The more significant components of other assets and accrued expenses and other liabilities at December 31, 2009 and 2008 were as follows.
                 
    December 31  
(in thousands)   2009     2008  
 
Other Assets
               
 
Cash surrender value of life insurance
  $ 174,296     $ 166,627  
Net deferred income tax asset
    85,825       73,023  
Prepaid expenses
    77,594       8,049  
Foreclosed assets and surplus property
    52,630       28,067  
Recoverable income taxes
    32,942       3,765  
Low-income housing tax credit fund investments
    9,503       12,182  
Miscellaneous investments, receivables and other assets
    61,051       30,171  
 
Total other assets
  $ 493,841     $ 321,884  
 
Accrued Expenses and Other Liabilities
               
 
Trade date obligations
  $ 30,060     $  
Accrued taxes and other expenses
    20,063       24,672  
Dividend payable
    832       11,647  
Liability for pension benefits
    23,170       38,747  
Obligation for postretirement benefits other than pensions
    19,043       18,045  
Reserve for losses on unfunded credit commitments
    2,200       800  
Miscellaneous payables, deferred income and other liabilities
    19,594       23,857  
 
Total accrued expenses and other liabilities
  $ 114,962     $ 117,768  
 
     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 have 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. The Bank’s prepayment of approximately $68 million is included in the total for prepaid expenses at December 31, 2009. This prepayment does not affect how the Bank determines and reports FDIC deposit insurance expense.
     The total for miscellaneous investments, receivables and other assets at December 31, 2009, included approximately $25 million of investments in auction rate securities (ARS), which are investment grade securities with underlying collateral 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.
NOTE 15
EMPLOYEE BENEFIT PLANS
Retirement Plans
     Whitney has a noncontributory qualified defined benefit pension plan. The benefits are based on an employee’s total years of service and his or her highest consecutive five-year level of compensation during the final ten years of employment. Contributions are made in amounts sufficient to meet funding requirements set forth in federal employee benefit and tax laws plus such additional amounts as the Company may determine to be appropriate. Based on currently available information, the Company anticipates making a contribution of approximately $8.5 million during 2010.

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     During the fourth quarter of 2008, Whitney’s Board of Directors approved amendments to the qualified plan (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 fifty as of December 31, 2008.
     Whitney also has an unfunded nonqualified defined benefit pension plan that provides retirement benefits to designated executive officers. These benefits are calculated using the qualified plan’s formula, but without applying the restrictions imposed on qualified plans by certain provisions of the Internal Revenue Code. Benefits that become payable under the nonqualified plan supplement amounts paid from the qualified plan.
     The following table details the changes in the actuarial present value of the qualified and nonqualified pension benefit obligations and in the plans’ assets for the years ended December 31, 2009 and 2008. The table also shows the funded status of each plan at each year end and the amounts recognized in the Company’s consolidated balance sheets. Whitney uses a December 31 measurement date for all of its defined benefit retirement plans and other postretirement benefit plans.
                                 
    2009     2008  
(in thousands)   Qualified     Nonqualified     Qualified     Nonqualified  
 
Changes in benefit obligation
                               
Benefit obligation, beginning of year
  $ 166,909     $ 11,935     $ 158,966     $ 10,763  
Service cost for benefits
    5,721       336       8,128       251  
Interest cost on benefit obligation
    10,186       816       9,381       683  
Plan amendments
                (4,332 )      
Net actuarial loss
    5,886       2,085       1,243       620  
Benefits paid
    (6,079 )     (808 )     (6,477 )     (382 )
 
Benefit obligation, end of year
    182,623       14,364       166,909       11,935  
 
Changes in plan assets
                               
Plan assets at fair value, beginning of year
    140,097             135,773        
Actual return on plan assets
    27,606             (28,531 )      
Employer contribution
    12,875       808       40,000       382  
Benefits paid
    (6,079 )     (808 )     (6,477 )     (382 )
Plan expenses
    (682 )           (668 )      
 
Plan assets at fair value, end of year
    173,817             140,097        
 
Funded status and pension liability recognized
  $ (8,806 )   $ (14,364 )   $ (26,812 )   $ (11,935 )
 
     The weighted-average assumptions used to determine the benefit obligation for both the qualified and nonqualified plans at December 31, 2009 and 2008 follow. The assumption regarding the rate of future compensation increases applied only to participants who were not subject to the benefit freeze.
                 
    2009   2008
 
Discount rate
    6.00 %     6.00 %
Rate of future compensation increases
    3.58       3.58  
 
     The accumulated benefit obligation was $163 million and $148 million, respectively, for the qualified plan at December 31, 2009 and 2008, and $13 million and $11 million, respectively, for the nonqualified plan. The calculation of the accumulated benefit obligation ignores the assumption about future compensation levels.

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     Benefit payments under the qualified and nonqualified plans are expected to total $7.2 million in 2010, $7.8 million in 2011, $8.6 million in 2012, $9.3 million in 2013, $10.2 million in 2014, and $63.6 million for the next five years combined. These estimates were developed based on the same assumptions used in measuring benefit obligations as of December 31, 2009.
     The components of net periodic pension expense were as follows for the qualified and nonqualified plans.
                                                 
    2009     2008     2007  
 
(in thousands)   Qualified   Nonqualified Qualified   Nonqualified   Qualified     Nonqualified  
 
Service cost for benefits in period
  $ 5,721     $ 336     $ 8,128     $ 251     $ 7,862     $ 420  
Interest cost on benefit obligation
    10,186       816       9,381       683       8,669       577  
Expected return on plan assets
    (11,199 )           (10,877 )           (10,695 )      
Amortization of:
                                               
Net actuarial loss
    5,288       224       822       257       906       284  
Prior service cost (credit)
    (14 )     337       (93 )     7       (108 )     (8 )
 
Net periodic pension expense
  $ 9,982     $ 1,713     $ 7,361     $ 1,198     $ 6,634     $ 1,273  
 
     The Company used the following weighted-average assumptions to determine the net pension expense for both the qualified and nonqualified plans for each of the three years in the period ended December 31, 2009. For 2009, the assumption regarding the rate of future compensation increases applied only to participants who were not subject to the benefit freeze.
                         
    2009     2008     2007  
 
Discount rate
    6.00 %     6.00 %     5.75 %
Rate of future compensation increases
    3.58       3.58       3.58  
Expected long-term return on plan assets
    8.00       8.00       8.00  
 
     The following table shows changes in the amounts recognized in accumulated other comprehensive income or loss during 2009 and 2008 for both the qualified and nonqualified plans.
                                         
    Net actuarial   Prior service               Total,  
(in thousands)   gain (loss)   (cost) credit   Total   Tax effect   net of tax  
 
  $ (27,044 )   $ 36     $ (27,008 )   $ 9,451     $ (17,557 )
Changes arising during the period:
                                       
Plan amendment
    4,332             4,332       (1,516 )     2,816  
Other changes
    (44,097 )           (44,097 )     15,435       (28,662 )
Adjustments for amounts recognized in net periodic benefit cost
    1,079       (85 )     994       (348 )     646  
 
Recognized in comprehensive income (loss)
    (38,686 )     (85 )     (38,771 )     13,571       (25,200 )
 
    (65,730 )     (49 )     (65,779 )     23,022       (42,757 )
Changes arising during the period:
    12,018       (2,108 )     9,910       (3,468 )     6,442  
Adjustments for amounts recognized in net periodic benefit cost
    5,512       323       5,835       (2,042 )     3,793  
 
Recognized in comprehensive income (loss)
    17,530       (1,785 )     15,745       (5,510 )     10,235  
 
  $ (48,200 )   $ (1,834 )   $ (50,034 )   $ 17,512     $ (32,522 )
 
     The Company expects to recognize $3.3 million of the net actuarial loss and $.3 million of the prior service cost included in accumulated other comprehensive loss at the end of 2009 as a component of net pension expense in 2010.

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     The following table shows the percentage allocation of plan assets by investment category at December 31, 2009 and 2008, as well as the long-range average target allocation currently set by the investment manager and the target allocation ranges specified in the plan’s investment policy. The allocation to cash investments at the end of 2008 reflects the pending investment of a $30 million employer contribution made in late December 2008.
                                 
                    Long-range        
    Actual Allocation     Average     Policy  
                 
    2009     2008     Target     Range  
 
Equity securities:
                               
U. S. large cap
    23 %     27 %                
U. S. small cap
    23       7                  
International
    18       7                  
                 
Total equity securities
    64       41       55 %     40-70 %
Corporate debt securities
    15       15                  
U. S. government and agency securities and other debt securities
    18       14                  
                 
Total debt securities
    33       29       40       30-50  
Cash investments
    3       30       5       0-10  
                 
Total
    100 %     100 %                
 
     Whitney determines its assumption regarding the expected long-term return on plan assets with reference to the plan’s investment policy and practices, including the tolerance for market and credit risk, and historical returns for benchmark indices specified in the policy. The policy communicates risk tolerance in terms of diversification criteria and constraints on investment quality. The plan may not hold debt securities of any single issuer, except the U.S. Treasury and U.S. government agencies, in excess of 10% of plan assets. In addition, all purchases for the debt portfolio are limited to investment grade securities of less than 10 years’ of average life. The policy also calls for diversification of equity holdings across business segments and states a preference for holdings in companies that demonstrate consistent growth in earnings and dividends. No company’s equity securities shall comprise more than 5% of the plan’s total market value. Limited use of derivatives is authorized by the policy, but the investment manager has not employed these instruments.
     Plan assets included 39,175 shares of Whitney common stock with a value of $.4 million (.2% of plan assets) at December 31, 2009 and $.6 million (.5% of plan assets) at December 31, 2008.
     The fair value measurements of the plan’s assets at December 31, 2009 are summarized below by the level of inputs used in the fair value measurement process. The hierarchy of fair value measurements is discussed in Note 19.
                                 
    December 31, 2009  
    Fair Value Measurement Using  
 
(in thousands)   Level 1     Level 2     Level 3     Total  
 
Equity securities
  $ 111,945     $     $     $ 111,945  
Corporate debt securities
          25,975             25,975  
U. S. government and agency securities and other debt securities
          29,829             29,829  
Cash investments
    6,068                   6,068  
 
Total investments at fair value
  $ 118,013     $ 55,804     $     $ 173,817  
 

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     Whitney sponsors an employee savings plan under Section 401(k) of the Internal Revenue Code that covers substantially all full-time employees. The Company annually matches the savings of each participant up to 4% of his or her compensation. Tax law imposes limits on total annual participant savings. Participants are fully vested in their savings and in the matching Company contributions at all times. Concurrent with the defined-benefit plan amendments in late 2008, the Board also approved amendments to the employee savings plan. These amendments authorized the Company to make discretionary profit sharing contributions, beginning in 2009, on behalf of participants in the savings plan who are either (a) ineligible to participate in the qualified defined-benefit plan or (b) subject to the freeze in benefit accruals under the defined-benefit plan. The discretionary profit sharing contribution for a plan year is up to 4% of the participants’ eligible compensation for such year and is allocated only to participants who are employed on the first day of the plan year and at year end. Participants must complete three years of service to become vested in the Company’s contributions, subject to earlier vesting in the case of retirement, death or disability. The expense of the Company’s matching contributions was approximately $4.1 million in 2009, $3.8 million in 2008 and $3.7 million in 2007. The discretionary contribution for 2009 was $2.6 million.
Health and Welfare Plans
     Whitney has offered health care and life insurance benefit plans for retirees and their eligible dependents. Participant contributions are required under the health plan. All health care benefits are covered under contracts with health maintenance or preferred provider organizations or insurance contracts. 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 as of December 31, 2007. The amendment also eliminated the life insurance benefit for employees who retire after December 31, 2007.
     The following table presents changes in the actuarial present value of the benefit obligation, the funded status of the plan, and the related amounts recognized and not recognized in the Company’s consolidated balance sheets.
                 
(in thousands)   2009     2008  
 
Changes in benefit obligation
               
Benefit obligation, beginning of year
  $ 18,044     $ 15,196  
Interest cost on benefit obligation
    1,063       830  
Participant contributions
    434       834  
Net actuarial (gain) loss
    1,198       3,086  
Benefits paid, net of Medicare subsidy received
    (1,696 )     (1,902 )
 
Benefit obligation, end of year
    19,043       18,044  
 
Changes in plan assets
               
Plan assets, beginning of year
           
Employer contributions
    1,262       1,068  
Participant contributions
    434       834  
Benefits paid, net of Medicare subsidy received
    (1,696 )     (1,902 )
 
Plan assets, end of year
           
 
Funded status and postretirement benefit liability recognized
  $ (19,043 )   $ (18,044 )
 
     Annual benefit payments, net of Medicare subsidies, are expected to range from $1.3 million to $1.7 million over the next ten years. These estimates were developed based on the same assumptions used in measuring benefit obligations as of December 31, 2009.

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     The discount rates used to determine the present value of the postretirement benefit obligation and the net periodic expense were the same as those shown above for the defined benefit pension plan. The Company also assumed the following trends in health care costs for the actuarial calculation of the benefit obligation at December 31, 2009 and 2008.
                 
    Pre- and Post-  
    Medicare Age Cost  
    2009     2008  
 
Cost trend rate for next year
    9 %     9 %
Ultimate rate to which the cost trend rate gradually declines
    5       5  
Year in which the ultimate trend rate is reached
    2024       2024  
 
     The net periodic expense recognized for postretirement benefits was immaterial in 2009, 2008 and 2007.
     The following shows changes in the amounts recognized in accumulated other comprehensive income or loss during 2009 and 2008.
                                         
    Net actuarial     Prior service                     Total  
(in thousands)   gain (loss)     (cost) credit     Total     Tax effect     net of tax  
 
  $ (10,731 )   $ 9,503     $ (1,228 )   $ 430     $ (798 )
Changes arising during the period
    (3,086 )           (3,086 )     1,081       (2,005 )
Adjustments for amounts recognized in net
                                       
periodic benefit cost
    1,732       (2,239 )     (507 )     177       (330 )
 
Recognized in comprehensive income (loss)
    (1,354 )     (2,239 )     (3,593 )     1,258       (2,335 )
 
    (12,085 )     7,264       (4,821 )     1,688       (3,133 )
Changes arising during the period
    (1,198 )           (1,198 )     419       (779 )
Adjustments for amounts recognized in net
                                       
periodic benefit cost
    2,367       (2,235 )     132       (46 )     86  
 
Recognized in comprehensive income (loss)
    1,169       (2,235 )     (1,066 )     373       (693 )
 
  $ (10,916 )   $ 5,029     $ (5,887 )   $ 2,061     $ (3,826 )
 
NOTE 16
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. The most recent long-term incentive plan for key employees was approved in 2007 (the 2007 plan).
     The Compensation and Human Resources Committee (the Committee) of the Board of Directors administers the employee plans, designates who will participate and authorizes the awarding of grants. Under the 2007 plan, participants may be awarded stock options, restricted stock and stock units, including those subject to the attainment of performance goals, and stock appreciation rights, as well as other stock-based awards that the Committee deems consistent with the plan’s purposes. These are substantially the same as the awards that were available under prior plans. To date, the Committee has awarded both stock options as well as performance-based and tenure-based restricted stock and restricted stock units under the 2007 plan or prior plans.
     The 2007 plan authorizes awards with respect to a maximum of 3,200,000 Whitney common shares. Shares subject to awards that have been settled in cash are not counted against the maximum authorization. At December 31, 2009, the Committee could make future awards with respect to 1,822,500 shares. This remaining authorization reflects a reduction for the maximum number of shares that could be issued with respect to performance-based awards under this plan until the performance measurement periods have been completed and the final performance adjustments are known. The stock issued for employee or director awards may come from unissued shares or shares held in treasury.

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     The directors’ plan as originally implemented provided for an annual award of common stock and stock options to nonemployee directors. The Board of Directors subsequently amended the plan to eliminate the annual award of stock options beginning in 2009 and to reduce the aggregate number of common shares authorized to be issued to no more than 937,500. At December 31, 2009, 350,922 shares remain available for future award and issuance under the directors’ plan.
     Employees forfeit their restricted stock units if they terminate employment within three years of the award date, although they can retain a prorated number of units in the case of retirement, death, disability and, in limited circumstances, involuntary termination. During the three-year period, they cannot transfer or otherwise dispose of the units awarded. Additional restrictions apply to the units awarded to certain highly-compensated award recipients as long as the preferred stock issued to the U.S. Department of Treasury (Treasury), as discussed in Note 17, is outstanding. The performance-based restricted stock units that ultimately vest will be determined with reference to Whitney’s financial performance over a three-year period in relation to that of a designated peer group. All employee restricted stock units would vest and the restrictions on their shares would lapse upon a change in control of the Company. The directors’ stock grants are fully vested upon award.
     The following table recaps changes during 2009 in the number of shares that are expected to ultimately be issued with respect to employees’ performance-based and tenure-based restricted stock units, taking into consideration expected performance factors but not expected forfeitures.
                                 
    Tenure-based     Performance-based  
 
            Weighted-             Weighted-  
            Average             Average  
            Grant Date             Grant Date  
    Shares     Fair Value     Shares     Fair Value  
 
Nonvested at December 31, 2008
    231,626     $ 22.87       798,121     $ 28.58  
Granted
    492,653       8.80              
Net change on updated performance estimates
                (165,143 )     23.54  
Vested
    (1,986 )     23.46       (372,647 )     34.29  
Actual forfeitures
    (19,835 )     15.34       (26,643 )     26.52  
 
Nonvested at December 31, 2009 (a)
    702,458     $ 13.21       233,688     $ 23.27  
 
 
(a)   Performance-based total includes 128,359 shares that could be issued with respect to awards whose performance measurement periods were not completed by December 31, 2009. The maximum shares that potentially could be issued with respect to these awards total approximately 210,587. Under certain levels of performance, no shares would be issued.
     The Company recognized compensation expense with respect to employee restricted stock units of $4.1 million in 2009, $6.9 million in 2008 and $13.3 million in 2007. The income tax benefits associated with this compensation were approximately $1.4 million, $2.4 million and $4.7 million, respectively, in 2009, 2008 and 2007. Unrecognized compensation related to restricted stock units expected to vest totaled $6.6 million at December 31, 2009. This compensation will be recognized over an expected weighted-average period of 1.9 years. The total fair value of the restricted stock units that vested during 2009 was $3.5 million, based on the closing market price of Whitney’s common stock on the vesting dates. The fair value of vested restricted stock and stock units totaled $6.6 million in 2008 and $10.4 million in 2007.
     Directors’ stock grants totaled 39,312 in 2009, 6,750 shares in 2008 and 8,100 shares in 2007. The aggregate grant date fair value of these awards was $360,000 in 2009, $124,000 in 2008 and $244,000 in 2007.

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     The following table summarizes combined stock option activity under the employee and director plans.
                 
            Weighted-  
            Average  
    Number     Exercise Price  
 
Outstanding at December 31, 2006
    2,817,230     $ 25.95  
Grants
    239,450       29.06  
Exercises
    (191,027 )     21.08  
Vested expirations and unvested forfeitures
    (52,675 )     31.40  
 
Outstanding at December 31, 2007
    2,812,978       26.44  
Grants
    262,437       18.69  
Exercises
    (55,814 )     20.18  
Vested expirations and unvested forfeitures
    (452,313 )     27.76  
 
Outstanding at December 31, 2008
    2,567,288       25.55  
Grants
           
Exercises
           
Vested expirations and unvested forfeitures
    (360,700 )     24.28  
 
Outstanding at December 31, 2009
    2,206,588     $ 25.76  
 
Exercisable at December 31, 2009
    1,853,394     $ 26.24  
 
     For awards during or after 2006, employees can first exercise their stock options beginning three years from the grant date, provided they are still employed. A prorated number of options can vest and become immediately exercisable upon an employee’s retirement, death or disability within this three-year period, and all options would vest upon a change in control of the Company. All employee options expire after ten years, although an earlier expiration applies in the case of retirement, death or disability. The exercise price for employee options is set at an amount not lower than the opening market price for Whitney’s stock on the grant date. Before 2006, employee stock options were awarded without the three-year service requirement, but otherwise had substantially the same terms as the options awarded during or after 2006. Directors’ stock options are immediately exercisable and expire no later than ten years from the grant date. The exercise price for directors’ options was set at the closing market price for the Company’s stock on the grant date.
     The following table presents certain additional information about stock options as of December 31, 2009. The intrinsic value of an option is the excess of the closing market price of Whitney’s common stock over its exercise price.
                                 
(dollars in thousands,           Weighted-     Weighted-     Aggregate  
except per share data)           Average Years     Average     Intrinsic  
Range of Exercise Prices   Number     to Expiration     Exercise Price     Value  
 
Options Exercisable
                               
$15.31-$18.77
    300,072       2.2     $ 17.75          
$20.52-$22.58
    572,383       2.7       22.33          
$28.86-$29.83
    426,489       4.5       28.95          
$30.10-$35.41
    554,450       5.6       32.79          
 
$15.31-$35.41
    1,853,394       3.8     $ 26.24     $  
 
Options Outstanding
                               
$15.31-$35.41
    2,206,599       4.5     $ 25.76     $  
 

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     The following table provides information on total cash proceeds received on option exercises, the intrinsic value of options exercised by employees and directors based on the Company’s closing stock price as of the exercise dates, and related tax benefits realized by Whitney. The tax benefit in each year was credited to capital surplus. The impact of the tax benefit was reported as a cash flow from financing activities in the consolidated statement of cash flows. The Company recognized compensation expense with respect to employee and director stock options of $.7 million in 2009, $.9 million in 2008 and $.7 million in 2007.
                         
    Years Ended December 31
(in thousands)   2009     2008     2007  
 
Proceeds from option exercises
  $     $ 884     $ 3,813  
Intrinsic value of option exercised
          228       1,703  
Tax benefit realized
          77       475  
 
     The fair values of the stock options were estimated as of the grant dates using the Black-Scholes option-pricing model. The significant assumptions made in applying the option-pricing model are shown in following table. Both the volatility assumption and the weighted-average life assumption were based primarily on historical experience. No stock options were awarded in 2009.
                 
    2008     2007  
 
Weighted-average expected annualized volatility
    24.38 %     21.17 %
Weighted-average option life (in years)
    6.59       6.61  
Expected annual dividend yield
    4.00 %     3.50 %
Weighted-average risk-free interest rate
    3.85 %     4.96 %
 
Weighted-average grant date fair value of options awarded
  $ 3.47     $ 5.83  
 
NOTE 17
SHAREHOLDERS’ EQUITY, CAPITAL REQUIREMENTS AND OTHER 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 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). The preferred shares were issued with no par value and have a liquidation amount of $1,000 per share. 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 approximately $294 million was allocated to the initial carrying value of the preferred stock and $6 million to the warrant based on their relative estimated fair values on the issue date. The total capital raised through this issue qualifies as Tier 1 regulatory capital and can be used in calculating all regulatory capital ratios.
     Cumulative preferred stock dividends are payable quarterly at a 5% annual rate on the per share liquidation amount for the first five years and 9% thereafter. Whitney may redeem the preferred stock from the Treasury at any time without penalty, subject to the Treasury’s consultation with the Company’s primary regulatory agency.

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     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. Regulators may, however, set higher capital requirements for an individual institution when particular circumstances warrant.
     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 qualify as well-capitalized, its leverage, Tier 1 and total capital ratios must be at least 5%, 6% and 10%, respectively. As of December 31, 2009, the Bank’s ratios exceeded these minimums. 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.
     As a result of the current difficult operating environment and recent operating losses, the Bank has committed to its primary regulator that it will implement a plan to maintain higher capital ratios with a leverage 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 December 31, 2009, the Bank’s regulatory capital ratios exceeded all three of these target minimums.

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     The actual capital amounts and ratios for the Company and the Bank are presented in the following tables, together with the corresponding capital amounts determined using regulatory guidelines. 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, and the Company satisfied these criteria at December 31, 2009.
                                 
(dollars in thousands)   Actual             Well-  
December 31, 2009   Amount     Ratio     Minimum(a)     Capitalized(b)  
 
Leverage (Tier 1 Capital to Average Assets):
                               
Company
  $ 1,242,268       11.05 %   $ 449,830       (c )
Bank
    999,176       8.90       449,259     $ 561,574  
 
Tier 1 Capital (to Risk-Weighted Assets):
                               
Company
    1,242,268       13.00       382,105       573,158  
Bank
    999,176       10.48       381,476       572,214  
 
Total Capital (to Risk-Weighted Assets):
                               
Company
    1,512,800       15.84       764,211       955,263  
Bank
    1,269,512       13.31       762,952       953,689  
 
                               
 
Leverage (Tier 1 Capital to Average Assets):
                               
Company
  $ 1,118,842       9.87 %   $ 453,301       (c )
Bank
    1,077,856       9.53       452,598     $ 565,747  
 
Tier 1 Capital (to Risk-Weighted Assets):
                               
Company
    1,118,842       10.76       415,756       623,634  
Bank
    1,077,856       10.39       415,090       622,635  
 
Total Capital (to Risk-Weighted Assets):
                               
Company
    1,398,945       13.46       831,512       1,039,389  
Bank
    1,357,751       13.08       830,180       1,037,725  
 
     
(a)   Minimum capital required for capital adequacy purposes.
 
(b)   Capital required for well-capitalized status under regulatory framework for prompt corrective action.
 
(c)   Not applicable.
Regulatory Restrictions on Dividends
     At December 31, 2009, the Company had approximately $240 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. The Company must currently obtain regulatory approval before increasing the common dividend rate above the current quarterly level of $.01 per share. 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.
     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.

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Other Regulatory Matters
     Under current Federal Reserve regulations, the Bank is limited in the amounts it may lend to the Company to a maximum of 10% of its capital and surplus, as defined in the regulations. Any such loans must be collateralized from 100% to 130% of the loan amount, depending upon the nature of the underlying collateral. The Bank made no loans to the Company during 2009 and 2008.
     Banks are required to maintain currency and coin or a balance with the Federal Reserve Bank to meet reserve requirements based on a percentage of deposits. During 2009 and 2008, the Bank covered substantially all its reserve maintenance requirement with balances of coin and currency.
NOTE 18
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 December 31, 2009 were rated as having average or better credit risk under the Bank’s credit risk rating guidelines. A substantial majority of standby letters of credit outstanding at year-end 2009 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 7 for a summary analysis of changes in the reserve for losses on unfunded credit commitments.
     A summary of off-balance sheet financial instruments follows.
                 
    December 31  
(in thousands)   2009     2008  
 
Loan commitments — revolving
  $ 2,296,865     $ 2,474,000  
Loan commitments — nonrevolving
    239,313       519,695  
Credit card and personal credit lines
    560,116       564,385  
Standby and other letters of credit
    364,294       417,053  
 

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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 institution. These derivative financial instruments are carried at fair value, with changes in fair value recorded in current period earnings. At December 31, 2009, the aggregate notional amounts of both customer interest rate swap agreements and the offsetting agreements were each $30.4 million. The fair value of these derivatives and the credit risk exposure to the Bank was insignificant at December 31, 2009.
NOTE 19
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. Securities available for sale primarily consist of U.S. government agency and agency mortgage-backed debt securities. The balances exclude nonmarketable equity securities (Federal Reserve Bank and Federal Home Loan Bank stock) that are carried at cost, which totaled $53 million at December 31, 2009 and $59 million at December 31, 2008. The Level 2 fair value measurement shown below was obtained from a third-party pricing service that uses industry-standard pricing models. Substantially all of the model inputs are observable in the marketplace or can be supported by observable data.
     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 December 31, 2009, the derivative fair values were insignificant. There were no derivative instruments outstanding at December 31, 2008.
                         
    Fair Value Measurement Using  
(in millions)   Level 1     Level 2     Level 3  
 
                       
Investment securities available for sale
  $     $ 1,822     $  
Derivative financial instruments
                 
 
                       
Investment securities available for sale
  $     $ 1,670     $  
 

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     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 $214 million at December 31, 2009 and $163 million at December 31, 2008. The portion of the allowance for loan losses allocated to these loans totaled $36 million at December 31, 2009 and $34 million at year-end 2008. The recorded investment in such loans was written down by $116 million during 2009 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 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.

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     The estimated fair values of the Company’s financial instruments follow.
                                 
    December 31, 2009     December 31, 2008  
    Carrying     Fair     Carrying     Fair  
(in millions)   Amount     Value     Amount     Value  
 
ASSETS:
                               
Cash and short-term investments
  $ 429     $ 429     $ 467     $ 467  
Investment securities available for sale (a)
    1,822       1,822       1,670       1,670  
Investment securities held to maturity
    175       180       210       214  
Loans held for sale
    34       34       21       21  
Loans, net
    8,180       8,085       8,921       8,947  
Derivative financial instruments
                       
LIABILITIES:
                               
Deposits
    9,150       9,159       9,262       9,270  
Short-term borrowings
    735       735       1,277       1,277  
Long-term debt
    200       178       179       138  
Derivative financial instruments
                       
 
 
(a)   Excludes nonmarketable equity securities carried at cost.
NOTE 20
CONTINGENCIES
Legal Proceedings
     The Company and its subsidiaries are parties to various legal proceedings arising in the ordinary course of business. After reviewing all pending and threatened actions with legal counsel, management believes that the ultimate resolution of these actions will not have a material effect on the Company’s financial condition, results of operations or cash flows.
Indemnification Obligation
     In October 2007, Visa completed restructuring transactions that modified the obligation of members of Visa USA, including Whitney, to indemnify Visa against pending and possible settlements of certain litigation matters. Whitney recorded a $1.0 million liability in the fourth quarter of 2007 for the estimated value of its obligations under the indemnification agreement. In the first quarter of 2008, Visa completed an initial public offering of its shares and used the proceeds to redeem a portion of Visa USA members’ equity interests and to establish an escrow account that will fund any settlement of the members’ obligations under the indemnification agreement. Whitney recognized a $2.3 million gain from the redemption proceeds and reversed the $1.0 million liability for its indemnification obligations. Visa had 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.

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NOTE 21
OTHER NONINTEREST INCOME
     The components of other noninterest income were as follows.
                         
    Years Ended December 31
(in thousands)   2009   2008   2007
 
Investment services income
  $ 6,129     $ 6,035     $ 5,836  
Credit-related fees
    6,304       5,921       5,417  
ATM fees
    5,657       5,693       5,374  
Other fees and charges
    5,543       4,628       4,818  
Earnings from bank-owned life insurance program
    7,207       3,908        
Other operating income
    5,754       6,979       35,181  
Net gains on sales and other revenue from foreclosed assets
    2,036       4,302       5,109  
Net gains (losses) on disposals of surplus property
    2,011       72       (100 )
 
Total
  $ 40,641     $ 37,538     $ 61,635  
 
     During the third quarter of 2007, Whitney reached a final settlement on insurance claims primarily arising from the hurricanes that struck portions of its market area in 2005. With this settlement, the Company recognized a gain of $31.3 million that is included in other operating income in 2007.
NOTE 22
OTHER NONINTEREST EXPENSE
     The components of other noninterest expense were as follows.
                         
    Years Ended December 31
(in thousands)   2009   2008   2007
 
Security and other outsourced services
  $ 17,094     $ 15,758     $ 15,735  
Bank card processing services
    5,019       4,319       4,008  
Advertising and promotion
    4,167       4,824       4,740  
Operating supplies
    4,136       4,223       4,120  
Provision for valuation losses on foreclosed assets
    11,660       1,260       124  
Nonlegal loan collection and other foreclosed asset costs
    8,418       2,696       501  
Miscellaneous operating losses
    3,116       5,269       4,140  
Other operating expense
    23,310       21,182       19,758  
 
Total
  $ 76,920     $ 59,531     $ 53,126  
 

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NOTE 23
INCOME TAXES
     The components of income tax expense (benefit) follow.
                         
    Years Ended December 31
(in thousands)   2009   2008   2007
 
Included in net income
                       
Current
                       
Federal
  $ (26,677 )   $ 31,314     $ 67,692  
State
    (13 )     1,946       3,297  
 
Total current
    (26,690 )     33,260       70,989  
 
Deferred
                       
Federal
    (22,400 )     (13,639 )     3,445  
State
    (776 )     (483 )     (124 )
 
Total deferred
    (23,176 )     (14,122 )     3,321  
 
Total included in net income
  $ (49,866 )   $ 19,138     $ 74,310  
 
Included in shareholders’ equity
                       
Deferred tax related to the change in the net unrealized gain on securities
  $ 2,627     $ 10,978     $ 9,497  
Deferred tax related to the change in the pension and other post-retirement benefits liabilities
    5,138       (14,827 )     2,463  
Current tax related to stock options and restricted stock and units
    3,364       1,144       (998 )
 
Total included in shareholders’ equity
  $ 11,129     $ (2,705 )   $ 10,962  
 
     The effective rate of the tax benefit included in the net loss for 2009 and of the tax expense included in net income for 2008 and 2007 differed from the statutory federal income tax rate because of the following factors.
                         
    Years Ended December 31
(in percentages)   2009   2008   2007
 
Federal income tax rate
    35.00 %     35.00 %     35.00 %
Increase (decrease) resulting from
                       
Tax-exempt income
    4.82       (5.68 )     (1.52 )
Tax credits
    4.35       (5.61 )     (1.23 )
State income tax and miscellaneous items
    .35       .91       .72  
 
Effective tax rate
    44.52 %     24.62 %     32.97 %
 

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     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, beginning in 2008, 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 tax expense rate in profitable periods.
     Temporary differences arise between the tax bases of assets or liabilities and their reported amounts in the financial statements. The expected tax effects when these differences are resolved are recorded currently as deferred tax assets or liabilities. The components of the net deferred income tax asset, which is included in other assets on the consolidated balance sheets, follow.
                 
    December 31
(in thousands)   2009   2008
 
Deferred tax assets:
               
Allowance for credit losses and losses on foreclosed assets
  $ 81,860     $ 56,917  
Employee compensation and benefits
    22,831       36,045  
Unrecognized interest income
    7,082       6,413  
Other
    9,390       8,685  
 
Total deferred tax assets
    121,163       108,060  
 
Deferred tax liabilities:
               
Depreciable and amortizable assets
    19,754       19,883  
Net unrealized gain on securities available for sale
    13,363       10,736  
Gain recognized on casualty insurance settlement
          2,273  
Other
    2,221       2,145  
 
Total deferred tax liabilities
    35,338       35,037  
 
Net deferred tax asset
  $ 85,825     $ 73,023  
 
     Under accounting standards adopted by the Company on January 1, 2007, the benefit of a position taken or expected to be taken in a tax return should be recognized when it is more likely than not that the position will be sustained based on its technical merit. At adoption, Whitney reduced its liability for unrecognized tax benefits from uncertain tax positions by $.7 million with a corresponding increase to beginning retained earnings for 2007. The liability for unrecognized tax benefits was immaterial at December 31, 2009 and December 31, 2008, and changes in the liability were insignificant during 2009, 2008 and 2007. The Company does not expect the liability for unrecognized tax benefits to change significantly during 2010. Whitney recognizes interest and penalties, if any, related to income tax matters in income tax expense, and the amounts recognized during 2009, 2008 and 2007 were insignificant.
     The Company and its subsidiaries file a consolidated federal income tax return and various separate company state returns. With few exceptions, the returns for years before 2005 are not open for examination by federal or state taxing authorities.

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NOTE 24
EARNINGS (LOSS) PER COMMON SHARE
     As discussed in Note 2, 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. This guidance is effective for 2009 and has been applied retrospectively to earnings per share data presented for prior periods with no material impact.
     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.
                                 
            Years Ended December 31  
(dollars in thousands, except per share data)           2009     2008     2007  
 
Numerator:
                               
Net income (loss)
          $ (62,146 )   $ 58,585     $ 151,054  
Preferred stock dividends
            16,226       588        
 
Net income (loss) to common shareholders
            (78,372 )     57,997       151,054  
Net income (loss) allocated to participating securities —
basic and diluted
                  640       1,729  
 
Net income (loss) allocated to common shareholders —
basic and diluted
    A     $ (78,372 )   $ 57,357     $ 149,325  
 
Denominator:
                               
Weighted-average common shares — basic
    B       72,824,964       64,767,708       66,953,343  
Dilutive potential common shares
                  320,153       523,413  
 
Weighted-average common shares — diluted
    C       72,824,964       65,087,861       67,476,756  
 
Earnings (loss) per common share:
                               
Basic
    A/B     $ (1.08 )   $ .89     $ 2.23  
Diluted
    A/C       (1.08 )     .88       2.21  
 
Weighted-average anti-dilutive potential common shares:                        
Stock options and restricted stock units
            2,334,579       2,261,558       1,060,741  
Warrants
            2,631,579       93,471        
 

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NOTE 25
PARENT COMPANY FINANCIAL STATEMENTS
     The following financial statements are for the parent company only. Cash and cash equivalents include noninterest-bearing deposits in the Bank and the demand note receivable from the Bank.
BALANCE SHEETS
                 
    December 31
(in thousands)   2009   2008
 
ASSETS
               
Cash and cash equivalents
  $ 239,516     $ 45,339  
Investment in bank subsidiary
    1,452,783       1,500,493  
Investments in nonbank subsidiaries
    2,788       2,865  
Notes receivable — nonbank subsidiaries
    1,484       2,634  
Other assets
    13,392       12,335  
 
Total assets
  $ 1,709,963     $ 1,563,666  
 
LIABILITIES
               
Dividends payable
  $ 832     $ 11,647  
Subordinated debentures
    17,029       17,260  
Other liabilities
    11,038       9,281  
 
Total liabilities
    28,899       38,188  
 
SHAREHOLDERS’ EQUITY
    1,681,064       1,525,478  
 
Total liabilities and shareholders’ equity
  $ 1,709,963     $ 1,563,666  
 
STATEMENTS OF INCOME
                         
    Years Ended December 31
(in thousands)   2009   2008   2007
 
Dividend income from bank subsidiary
      $     $ 113,500     $ 80,000  
Equity in undistributed earnings of subsidiaries
                       
Bank
    (59,427 )         (55,240 )     66,683  
Nonbanks
    (77 )     (189 )     21  
Other income, net of expenses
    (2,642 )     514       4,350  
 
Net income (loss)
  $ (62,146 )   $ 58,585     $ 151,054  
 
Preferred stock dividends
    16,226       588        
 
Net income (loss) to common shareholders
  $ (78,372 )   $ 57,997     $ 151,054  
 

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STATEMENTS OF CASH FLOWS
                         
    Years Ended December 31  
(in thousands)   2009     2008     2007  
 
OPERATING ACTIVITIES
                       
Net income (loss)
  $ (62,146 )   $ 58,585     $ 151,054  
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
                       
Equity in undistributed earnings of subsidiaries
    59,504       55,429       (66,704 )
Other, net
    846       794       1,593  
 
Net cash provided by (used in) operating activities
    (1,796 )     114,808       85,943  
 
INVESTING ACTIVITIES
                       
Investments in subsidiaries, net
          (370,466 )     (13,291 )
Loans to nonbank subsidiaries, net of repayments
    1,150       1,550       78,750  
 
Net cash provided by (used in) investing activities
    1,150       (368,916 )     65,459  
 
FINANCING ACTIVITIES
                       
Cash dividends on common stock
    (13,250 )     (78,590 )     (77,340 )
Cash dividends on preferred stock
    (13,584 )            
Proceeds from issuance of common stock
    218,634       4,279       6,932  
Purchases of common stock
    (1,087 )     (52,588 )     (52,782 )
Proceeds from issuance of preferred stock, with common stock warrant
          300,000        
Share-based compensation reimbursed by bank subsidiary
    4,110       6,929       13,329  
Repayment of long-term debt
          (6,186 )     (3,093 )
Other, net
          63       124  
 
Net cash provided by (used in) financing activities
    194,823       173,907       (112,830 )
 
Increase (decrease) in cash and cash equivalents
    194,177       (80,201 )     38,572  
Cash and cash equivalents at beginning of year
    45,339       125,540       86,968  
 
Cash and cash equivalents at end of year
  $ 239,516     $ 45,339     $ 125,540  
 
     The total for cash used to invest in subsidiaries in 2008 included a $275 million capital contribution to the Bank following the preferred stock issue under the Treasury’s Capital Purchase Program. Cash for subsidiary investments also included the net cash paid to acquire Parish in 2008 and Signature in 2007. The bank subsidiaries acquired with these holding companies were merged into the Bank.

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Item 9:   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
     None.
Item 9A:   CONTROLS AND PROCEDURES
     Evaluation of Disclosure 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 annual report on Form 10-K. 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 annual report were effective.
     Management’s Report on Internal Control over Financial Reporting and Report of Independent Registered Public Accounting Firm. “Management’s Report on Internal Control over Financial Reporting,” which appears in Item 8 on page 60 of this annual report on Form 10-K, and “Report of Independent Registered Public Accounting Firm,” which appears in Item 8 on page 61of this annual report on Form 10-K are incorporated here by reference.
     Changes in Internal Control over Financial Reporting. There were no changes in the Company’s internal control over financial reporting during the last fiscal quarter in the period covered by this annual report on Form 10-K that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 9B:   OTHER INFORMATION
     None.

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PART III
Item 10:   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
     Whitney has adopted a Code of Ethics and Conduct for Senior Financial Officers and Executive Officers that applies to its chief executive officer, chief financial officer, controller or principal accounting officer, as well as such other persons, including officers of its subsidiaries, identified by resolution of the Board of Directors from time to time as performing similar functions for the Company and any other persons the Board of Directors designates as executive officers. A copy of the code is available on the Company’s website at www.whitneybank.com. Whitney will also post on its website at the same address any amendments to the code and any waivers from the code required to be disclosed by the rules of the SEC or the Nasdaq Global Select Market.
     In further response to this Item 10, Whitney incorporates by reference the section entitled “Executive Officers of the Company appearing in Item 1 of this Form 10-K and the following sections of its Proxy Statement for the 2010 Annual Meeting of Shareholders to be filed with the SEC:
    The subsections entitled “Board of Directors,” “Board Qualifications,” “Audit Committee,” “Nominating and Corporate Governance Committee,” and “Corporate Governance” of the section entitled “Board of Directors and Its Committees.”
 
    The section entitled “Section 16(a) Beneficial Ownership Reporting Compliance.”
 
    The section entitled “Transactions with Related Persons.”
Item 11:   EXECUTIVE COMPENSATION
     In response to this item, Whitney incorporates by reference the following sections of its Proxy Statement for the 2010 Annual Meeting of Shareholders to be to be filed with the SEC:
    The section entitled “Executive Compensation.”
 
    The subsections entitled “Board Committees” and “Compensation and Human Resources Committee” of the section entitled “Board of Directors and Its Committees.”
 
    The section entitled “Compensation and Human Resources Committee Interlocks and Insider Participation.”
 
    The section entitled “Compensation Discussion and Analysis.”
 
    The section entitled “Compensation and Human Resources Committee Report.”
Item 12:   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
     In partial response to this item, Whitney incorporates by reference the section entitled “Security Ownership of Certain Beneficial Owners and Management” of its Proxy Statement for the 2010 Annual Meeting of Shareholders to be filed with the SEC.
     The following table summarizes certain information regarding the Company’s equity compensation plans as of December 31, 2009. The underlying compensation plans, which are more fully described in Note 16 to the consolidated financial statements included in Item 8 of this annual report on Form 10-K, have been previously approved by a vote of the shareholders.

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Equity Compensation Plan Information
                         
    (a)     (b)     (c)  
                    Number of securities  
                    remaining available for  
                    future issuance under  
    Number of securities to     Weighted-average     equity compensation  
    be issued upon exercise     exercise price of     plans (excluding  
    of outstanding options,     outstanding options,     securities reflected in  
Plan category   warrants and rights     warrants and rights     column (a))  
Equity compensation plans approved by shareholders
    2,287,788 (1)   $ 25.76 (2)     2,173,422 (3)
Equity compensation plans not approved by shareholders
                 
Total
    2,287,788     $ 25.76       2,173,422  
 
(1)    The total includes an aggregate of 1,911,838 shares that can be issued on the exercise of options held by employees. 355,340 shares are subject to options granted under the 2007 Long-Term Compensation Plan (2007 LTCP), 808,295 shares are subject to options granted under the 2004 Long-Term Incentive Plan (2004 LTIP), and 748,203 shares are subject to options granted under the 1997 Long-Term Incentive Plan (1997 LTIP). The total also includes an aggregate of 294,750 shares that can be issued on the exercise of options held by nonemployee directors of the Company. These options were granted under the Directors’ Compensation Plan, as amended and restated.
 
    Also included in the total are 81,200 common stock equivalent units held in deferred compensation accounts maintained for certain of the Company’s directors, which must eventually be distributed as common shares of the Company. As allowed under the Directors’ Compensation Plan, certain nonemployee directors have deferred receipt of annual stock awards and fees, and the value of these deferrals has been credited to a bookkeeping account maintained for each director. The value of an account is indexed to the performance of one or more investment options specified in the plans. One of the investment options is equivalent units of the Company’s common stock. This option is mandatory for deferred stock awards and was extended by the Directors’ Compensation Plan to deferred compensation account balances maintained under a prior deferred compensation plan. The number of common stock equivalent units allocated to a director’s account for each deferral is based on the fair market value of the Company’s common stock on the deferral date. The common stock equivalent units are deemed to earn any dividends declared on the Company’s common stock, and additional units are allocated on the dividend payment date based on the stock’s fair market value.
 
(2)    Represents the weighted-average exercise price of options granted under the 2007 LTCP, the 2004 LTIP, the 1997 LTIP, and the Directors’ Compensation Plan. It does not include the per share price of common stock equivalent units held in deferred compensation accounts for the benefit of nonemployee directors. These units are allocated to accounts based on the fair market value of the Company’s common stock on the date of each account transaction.
 
(3)    Under the 2007 LTCP, the Company is authorized to make awards with respect to a maximum of 3,200,000 of its common shares. The 2007 LTCP provides for the award of options, stock appreciation rights, restricted stock and restricted stock units that represent common shares, as well as other stock-based awards that the Compensation and Human Resources Committee of the Company’s Board of Directors deems consistent with the plan’s purposes. Of the total shares authorized, the Company can make awards with respect to a maximum of 2,400,000 shares in a form of full-value awards, i.e., awards other than in the form of stock options or stock appreciations rights and which are settled in stock. A maximum of 1,000,000 shares may be issued upon exercise of incentive stock options awarded under the 2007 LTCP. At December 31, 2009, the Company could make future awards under the 2007 LTCP with respect to 1,822,500 shares of its common stock, of which 1,377,840 can be under full-value awards. No incentive stock options had been awarded under the 2007 LTCP as of December 31, 2009. The total shares available for award has been reduced by the maximum number of shares that could be issued with respect to performance-based awards under the 2007 LTCP for which the performance measurement period was not

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    completed by December 31, 2009.
 
    The Directors’ Compensation Plan as originally implemented provided for awards of stock options or common stock and allocations of common stock equivalent units. The Board of Directors subsequently amended the plan to eliminate the annual award of stock options beginning in 2009 and to reduce the aggregate number of common shares authorized to be issued to no more than 937,500. At December 31, 2009, the Company could make future awards or allocations of common stock equivalent units under the plan with respect to 350,922 shares of its common stock.
Item 13:   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
     In response to this item, the Company incorporates by reference the following sections of its Proxy Statement for the 2010 Annual Meeting of Shareholders to be filed with the SEC:
    The section entitled “Transactions with Related Persons.”
 
    The first paragraph of the subsection entitled “Board of Directors” in the section entitled “Board of Directors and Its Committees.”
 
    The first paragraph of the subsection entitled “Nominating and Corporate Governance Committee” in the section entitled “Board of Directors and Its Committees.”
 
    The first paragraph of the subsection entitled “Audit Committee” in the section entitled “Board of Directors and Its Committees.”
 
    The first paragraph of the subsection entitled “Role of the Compensation and Human Resources Committee” in the section entitled “Compensation Discussion and Analysis.”
Item 14:   PRINCIPAL ACCOUNTING FEES AND SERVICES
     In response to this item, the Company incorporates by reference the section entitled “Auditors” of its Proxy Statement for the 2010 Annual Meeting of Shareholders to be filed with the SEC.

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PART IV
Item 15:   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
      (a)(1) The following consolidated financial statements and supplementary data of the Company and its subsidiaries are included in Part II Item 8 of this Form 10-K:
         
    Page Number  
    61  
 
       
    62  
 
       
    63  
 
       
    64  
 
       
    65  
 
       
    66  
 
    (a)(2) All schedules have been omitted because they are either not applicable or the required information has been included in the consolidated financial statements or notes to the consolidated financial statements.
 
    (a)(3) Exhibits:
      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 4.1 — Form of Certificate of Series A Preferred Stock (filed as Exhibit 4.1 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 4.2 — Form of Warrant to Purchase Shares of Common Stock (filed as Exhibit 4.2 to the Company’s current report on Form 8-K filed on December 23, 2008 (Commission file number 0-1026) and incorporated by reference).

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      Exhibit 10.1 *- Form of Amended and Restated Executive Agreement between the Company, the Bank and certain executive officers (filed as Exhibit 10.1 to the Company’s annual report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.2 *- Form of Amended and Restated Officer Agreement between the Company, the Bank and an executive officer (filed as Exhibit 10.2 to the Company’s annual report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.3 *- Senior Executive Letter Agreement by and between the Company and Robert C. Baird, Jr. (filed as Exhibit 10.22 to the Company’s annual report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.4 *- Senior Executive Letter Agreement by and between the Company and Thomas L. Callicutt, Jr. (filed as Exhibit 10.23 to the Company’s annual report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.5 *- Senior Executive Letter Agreement by and between the Company and Joseph S. Exnicios (filed as Exhibit 10.24 to the Company’s annual report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.6 *- Senior Executive Letter Agreement by and between the Company and John C. Hope, III (filed as Exhibit 10.25 to the Company’s annual report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.7 *- Senior Executive Letter Agreement by and between the Company and R. King Milling (filed as Exhibit 10.26 to the Company’s annual report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.8 *- Senior Executive Letter Agreement by and between the Company and John M. Turner, Jr. (filed as Exhibit 10.27 to the Company’s annual report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.9 *- Whitney Holding Corporation 1997 Long-Term Incentive Plan (filed as Exhibit A to the Company’s Proxy Statement dated March 18, 1997 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.10 *- Whitney Holding Corporation 2004 Long-Term Incentive Plan (filed as Exhibit B to the Company’s Proxy Statement for the Annual Meeting of Shareholders dated March 19, 2004 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.11 *- Whitney Holding Corporation 2007 Long-Term Compensation Plan (filed as Exhibit A of the Definitive Additional Materials to the Company’s Definitive Proxy Statement on Schedule 14A dated March 29, 2007 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.12 *- Amendment to the Company’s 2007 Long-Term Compensation Plan effective as of December 1, 2007 (filed as Exhibit 10.6 to the Company’s annual report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.13 *- Form of performance-based restricted stock unit agreement for executive officers under the Company’s 2007 Long-Term Compensation Plan (filed as Exhibit 10.10 to the Company’s annual report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).

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      Exhibit 10.14 *- Form of performance-based restricted stock unit agreement for executive officers under the Company’s 2007 Long-Term Compensation Plan (filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2008 (Commission file number 0-1026) and incorporated by reference.)
 
      Exhibit 10.15 *- Form of tenure-based restricted stock unit agreement for executive officers under the Company’s 2007 Long-Term Compensation Plan (filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2009 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.16 *- Form of stock option agreement between the Company and certain of its officers (filed as Exhibit 10.9b to the Company’s annual report on Form 10-K for the year ended December 31, 2001 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.17 *- Form of notice and acceptance of stock option grant to certain of the Company’s officers under the Company’s 2004 Long-Term Incentive Plan (filed on June 17, 2005 as Exhibit 99.3 to the Company’s current report on Form 8-K (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.18 *- Form of notice and acceptance of stock option grant under the Company’s 2004 Long-Term Incentive Plan (filed on July 6, 2006 as Exhibit 99.2 to the Company’s current report on Form 8-K (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.19 *- Form of notice and acceptance of stock option grant under the Company’s 2007 Long-Term Compensation Plan (filed as Exhibit 10.14 to the Company’s annual report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.20 *- Amendment to stock options granted under the Company’s 2007 Long-term Compensation Plan (filed as Exhibit 10.1 to the Company’s quarterly report on Form 10-Q for the quarter ended March 31, 2009 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.21 *- Whitney Holding Corporation Directors’ Compensation Plan (filed as Exhibit A to the Company’s Proxy Statement dated March 24, 1994 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.22 *- Amendment No. 1 to the Company’s Directors’ Compensation Plan (filed as Exhibit A to the Company’s Proxy Statement dated March 15, 1996 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.23 *- Whitney Holding Corporation 2001 Directors’ Compensation Plan as amended and restated effective as of January 1, 2008 (filed as Exhibit 10.17 to the Company’s annual report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.24 *- Amendment to the Company’s Amended and Restated 2001 Directors’ Compensation Plan effective as of July 23, 2008 (filed as Exhibit 10.1 of the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2008 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.25 *- Whitney Holding Corporation Retirement Restoration Plan as amended and restated effective January 1, 2008 (filed as Exhibit 10.18 to the Company’s annual report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.26 *- Amendment to the Company’s Retirement Restoration Plan (filed as Exhibit 10.2 to the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2009 (Commission file number 0-1026) and incorporated by reference).

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      Exhibit 10.27 *- Whitney Holding Corporation Executive Incentive Compensation Plan as amended and restated effective as of January 1, 2008 (filed as Exhibit 10.19 to the Company’s annual report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.28 *- Whitney Holding Corporation Deferred Compensation Plan as amended and restated effective as of January 1, 2008 (filed as Exhibit 10.20 to the Company’s annual report on Form 10-K for the year ended December 31, 2007 (Commission file number 0-1026) and incorporated by reference).
 
      Exhibit 10.29 — Letter Agreement, dated December 19, 2008, including the Securities Purchase Agreement, by and between the Company and the United States Department of the Treasury (filed as Exhibit 10.1 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 12 — Statement regarding computation of earnings to fixed charges
 
      Exhibit 21Subsidiaries
     Whitney Holding Corporation owns 100% of Whitney National Bank, a national banking association organized under the laws of the United States of America. All other subsidiaries considered in the aggregate would not constitute a significant subsidiary.
      Exhibit 23 — Consent of PricewaterhouseCoopers LLP dated March 1, 2010.
 
      Exhibit 31.1 — Certification of 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 of 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.
 
      Exhibit 99.1 — Certification of Principal Executive Officer pursuant to 31 C.F.R. Section 30.15.
 
      Exhibit 99.2 — Certification of Principal Financial Officer pursuant to 31 C.F.R. Section 30.15.
 
*   Management contract or compensatory plan or arrangement.
 
**   Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of instruments defining the rights of certain holders of long-term debt are not filed. The Company will furnish copies thereof to the SEC upon request.
     To obtain a copy of any listed exhibit send your request to the address below. The copy will be furnished upon payment of a fee.
Mrs. Shirley Fremin, Manager
Investor Relations
Whitney Holding Corporation
P. O. Box 61260
New Orleans, LA 70161-1260
(504) 586-3627 or toll free (800) 347-7272, ext. 3627
E-mail: investor.relations@whitneybank.com

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SIGNATURES
     Pursuant to the requirements of Section 13 or 15(d) 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/ John C. Hope, III    
  John C. Hope, III   
  Chairman of the Board and
Chief Executive Officer 
 
 
March 1, 2010
Date
     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
         
Signature   Title   Date
 
       
  Chairman of the Board,    March 1, 2010 
  Chief Executive Officer and Director    
 
       
  President and Director    March 1, 2010 
       
 
       
  Senior Executive Vice President and    March 1, 2010 
  Chief Financial Officer
(Principal Accounting Officer)
   
 
       
  Director    March 1, 2010