<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
WHITNEY HOLDING CORPORATION
---------------------------
(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11 (c) (1) (ii), 14a-6(i) (1), or 14a-6(j) (2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i) (3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:*
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of filing.
(1) Amount previously paid:
- -------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- -------------------------------------------------------------------------------
(3) Filing party:
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(4) Date filed:
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*Set forth the amount on which the filing fee is calculated and state how much
it was determined.
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[Logo of Whitney WHITNEY HOLDING CORPORATION
Holding Corporation
appears here] 228 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70130
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To the Shareholders:
The Annual Meeting of Shareholders of Whitney Holding Corporation (the
"Company") will be held on the eleventh floor, Pan-American Life Center, 601
Poydras Street, New Orleans, Louisiana, on Wednesday, April 27, 1994, at 10:30
a.m. CDT, for the purposes of considering and voting upon:
1. Election of one director to serve until the 1999 Annual Meeting, or
until his successor is elected and qualified.
2. Ratification of the selection of Arthur Andersen & Co. as independent
public accountants to audit the books of the Company and its subsidiaries
for 1994.
3. Proposal to approve the Whitney Holding Corporation Directors'
Compensation Plan.
4. Such other business as may properly come before the meeting or any
adjournments thereof.
The close of business on March 11, 1994 has been fixed as the record date for
determining shareholders entitled to notice of and to vote at the meeting.
By order of the Board of Directors.
[Signature of Joseph S. Schwertz, Jr.
appears here]
JOSEPH S. SCHWERTZ, JR.
Secretary
New Orleans, Louisiana
March 24, 1994
YOUR VOTE IS IMPORTANT
Whether or not you expect to attend the meeting, please mark, date, sign and
promptly return the enclosed proxy in the accompanying envelope, which requires
no postage if mailed in the United States. You may, of course, later revoke
your proxy and vote in person.
<PAGE>
[Logo of Whitney WHITNEY HOLDING CORPORATION
Holding Corporation
appears here] 228 ST. CHARLES AVENUE
NEW ORLEANS, LOUISIANA 70130
----------------
PROXY STATEMENT
----------------
The enclosed proxy is solicited by the Board of Directors of Whitney Holding
Corporation (the "Company") for use at the Annual Meeting of Shareholders to be
held on April 27, 1994 and at any adjournments thereof. If properly and timely
completed and returned, the proxy will be voted in the manner you specify
thereon. If no manner is specified, the proxy will be voted FOR election of the
nominee for director hereinafter named, FOR ratification of the selection of
Arthur Andersen & Co. as the Company's independent public accountants, and FOR
the proposed Directors' Compensation Plan.
The proxy may be revoked by giving written notice of revocation to the
Company's secretary or by filing a properly executed proxy of later date with
the secretary at or before the meeting.
The cost of soliciting proxies will be borne by the Company. Directors,
officers and regular employees of the Company and its principal subsidiary,
Whitney National Bank (the "Bank"), may solicit proxies by mail, telephone,
telecopier and personal interview, but will not receive additional compensation
therefor.
All share and per-share figures in the Proxy Statement give effect to the
three-for-two stock splits effective February 22, 1993 and November 29, 1993.
This proxy statement and related materials will first be mailed to
shareholders on or about March 24, 1994.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record as of the close of business on March 11, 1994 are
entitled to notice of and to vote at the meeting. On that date, 14,458,227
shares of Common Stock (being the Company's only class of authorized stock)
were outstanding. Each share is entitled to one vote.
The following table provides information concerning the only shareholder
known by the Company to be the beneficial owner (as determined in accordance
with Rule 13d-3 of the Securities and Exchange Commission) of more than 5% of
its outstanding stock as of March 1, 1994.
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES BENEFICIALLY PERCENT OF
OF BENEFICIAL OWNER OWNED(1) CLASS
------------------- ------------------- ----------
<S> <C> <C>
Estate of William G. Helis,................ 986,094 6.82%
a Louisiana partnership
912 Whitney Building
New Orleans, Louisiana 70130
</TABLE>
- --------
(1) Includes direct and indirect ownership. Based on Amendment No. 1 to
Schedule 13D dated December 31, 1990 as filed with the Securities and
Exchange Commission. David A. Kerstein, an attorney, has shared voting and
investment power with respect to the shares shown by virtue of his status
as co-executor, co-administrator and co-trustee for, and under revocable
delegations of authority given by, several successions, trusts and natural
persons who in the aggregate have a 100% partnership interest, and under a
revocable delegation of authority given by the partnership itself. Mr.
Kerstein also has shared voting and investment power with respect to 92,475
shares owned by the Succession of William G. Helis, Jr., of which he serves
as co-executor. Mr. Kerstein disclaims beneficial ownership of all such
shares, which aggregates 7.45% of the Company's outstanding stock.
1
<PAGE>
ELECTION OF DIRECTORS
The Company's charter provides for a classified Board of Directors, composed
of not less than five nor more than twenty-five persons, divided into five
classes serving staggered five-year terms, with the exact number of directors
to be fixed by the Board. By Board resolution, the number of directors has been
set at fourteen, of whom one is to be elected this year. The Board nominates
Harry J. Blumenthal, Jr. Mr. Blumenthal, who was elected at a prior
shareholders' meeting, is nominated to serve until the 1999 Annual Meeting.
Should the nominee become unavailable for election, which is not anticipated,
proxy holders may in their discretion vote for another nominee recommended by
the Board. A director will be elected by a plurality of the votes actually
cast.
The following table includes information furnished by the nominee and
directors with regard to their principal occupations for the last five years,
directorships of other public companies and beneficial ownership of the
Company's outstanding stock as of December 31, 1993, as well as the beneficial
ownership of each of the named Executive Officers in the Summary Compensation
Table. Ownership shown includes direct and indirect ownership, and, unless
otherwise noted, reflects sole investment and voting power with respect to
reported holdings.
<TABLE>
<CAPTION>
SHARES PERCENT
PRINCIPAL OCCUPATION AND BUSINESS DIRECTOR TERM BENEFICIALLY OF
NAME AND AGE EXPERIENCE SINCE EXPIRES OWNED(1) CLASS
- ------------ --------------------------------- -------- ------- ------------ -------
NOMINEE FOR TERM EXPIRING 1999
<S> <C> <C> <C> <C> <C>
Harry J. Blumenthal, President, Blumenthal Print 1993 1994 11,925(2) *
Jr., 48 (12) Works, Inc. (textiles
manufacturing)
DIRECTORS WITH CONTINUING TERMS
James M. Cain, 60 Former Vice Chairman, Entergy 1987 1997 2,089 *
(12)(16) Corp., (utility holding company)
from February 1, 1991 to
September 1, 1993; former
Chairman of the Board and Chief
Executive Officer from 1988 to
1993 and former President,
Louisiana Power & Light Company
(electric utility); Director,
President and Chief Executive
Officer of New Orleans Public
Service Inc. from 1978 to 1991,
and remaining a Director to
present; Director, Delchamps,
Inc.
Robert H. Crosby, Jr., Chairman of the Board and Chief 1972 1997 10,201(5)(11) *
73 Executive Officer, Crosby Land &
(12)(13) (15) Resources (timberland holdings,
oil and gas production)
Richard B. Crowell, 55 Attorney, Crowell & Owens 1983 1997 150,617(6) 1.04
(16)
William A. Hines, 57 President, Midland Pipe 1986 1996 157,500 (7) 1.09
(12) Corporation (sale of oilfield
country tubular goods)
Robert E. Howson, 62 Chairman of the Board and Chief 1989 1995 225 *
(15) Executive Officer of McDermott
International, Inc. and of
McDermott Incorporated (marine
construction services and power
generation systems) since 1988.
</TABLE>
2
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<TABLE>
<CAPTION>
SHARES PERCENT
PRINCIPAL OCCUPATION AND BUSINESS DIRECTOR TERM BENEFICIALLY OF
NAME AND AGE EXPERIENCE SINCE EXPIRES OWNED(1) CLASS
- ------------ --------------------------------- -------- ------- ------------ -------
<S> <C> <C> <C> <C> <C>
John J. Kelly, 59 President, Textron Marine Systems 1986 1995 2,328 *
(12)(16) (designs and builds advanced
technology vehicles and ships)
E. James Kock, Jr., 65 Former President: Bowie Lumber 1965 1998 204,300(3)(11) 1.41
(12)(13) Associates, Downmans Associates,
Jeanerette Lumber & Shingle Co.,
Ltd. and White Castle Lumber &
Shingle Co., Ltd. (land and
timber holdings, and investments)
from December, 1965 to December
31, 1993.
William L. Marks, 50 Chairman of the Board and Chief 1990 1995 119,091(8)(11) *
(14) Executive Officer of Whitney
National Bank and the Company
since February 28, 1990; former
Senior Executive Vice President
and Regional Executive of AmSouth
Bank NA
R. King Milling, 53 President, Whitney National Bank 1979 1998 55,169(4)(11) *
(14) and the Company
John G. Phillips, 71 Former Chairman of the Board and 1972 1998 3,375 *
(15) Chief Executive Officer, The
Louisiana Land and Exploration
Company (oil and gas exploration
and production) since January 1,
1985.
John K. Roberts, Jr., 57 President and Chief Executive 1985 1997 105,600 (9) *
(12)(16) Officer, Pan-American Life
Insurance Company (markets and
services life, health and
retirement insurance); Director,
Pan-American Financial Services,
Inc.
W. P. Snyder III, 75 Director, H.J. Heinz Co. and 1965 1996 348,637(10) 2.41
President and Director, The
Wilpen Group, Inc. (investments)
Warren K. Watters, 66 President, Reilly-Benton Company, 1986 1995 4,950(11) *
(12)(13) Inc. (fabrication and wholesale
distribution of marine and
commercial construction
materials)
EXECUTIVE OFFICERS
G. Blair Ferguson, 50 Executive Vice President -- -- 12,000 (17) *
Edward B. Grimball, 49 Executive Vice President and -- -- 30,000(18) *
Chief Financial Officer
Kenneth A. Lawder, Jr., Executive Vice President -- -- 30,092(19) *
52
All 17 Directors and Executive Officers of
the Whitney Holding Corporation as a group 1,759,592(11) 12.17%
</TABLE>
- --------
* Less than 1%
(1) Ownership shown includes direct and indirect ownership and, unless
otherwise noted, also includes sole investment and voting power with
respect to reported holdings.
3
<PAGE>
(2) Includes 7,425 shares owned by a member of Mr. Blumenthal's family, of
which Mr. Blumenthal disclaims beneficial ownership.
(3) Includes shared voting and investment power with respect to 1,350 shares
owned by members of Mr. Kock's family. Also includes 83,700 shares owned by
two companies of which Mr. Kock is a director and in which he has a
beneficial interest, and 94,500 shares owned by two partnerships of which
Mr. Kock is a partner and in which he has a beneficial interest.
(4) Includes shared voting and investment power with respect to 2,768 shares
owned by members of Mr. Milling's family. Also includes the following
restricted and optioned shares granted pursuant to the Company's Long Term
Incentive Program: 11,250 shares of restricted stock; options on 7,537
shares of unissued stock which may be exercised at any time through May 27,
2002 at a price of $13.22 per share; options on 9,000 shares of stock,
which may be exercised at any time through June 22, 2003 at a price of
$19.42 per share. Also includes 127 shares of stock held for the benefit of
Mr. Milling in the Company's 401(k) plan as reported by the trustee of the
plan.
(5) Includes 450 shares owned by a member of Mr. Crosby's family and 6,750
shares owned by a partnership of which Mr. Crosby is an officer and a
director and in which he has a beneficial interest. Also includes 76 shares
owned by investment clubs of which Mr. Crosby and a member of his family
are members.
(6) Includes 56,207 shares owned by members of Mr. Crowell's family, of which
beneficial ownership is disclaimed.
(7) Includes 13,500 shares owned by a relative of Mr. Hines for whom he holds a
power of attorney. Beneficial ownership is disclaimed.
(8) Includes the following restricted and optioned shares granted pursuant to
the Company's Long Term Incentive Program: 22,500 shares of restricted
stock; options on 7,537 shares of unissued stock which may be exercised at
any time through May 27, 2002 at a price of $13.22 per share; options on
15,000 shares of stock, which may be exercised at any time through June 22,
2003 at a price of $19.42 per share. Also includes options on 33,750 shares
of stock which may be exercised at any time through February 28, 2000 at a
price of $18.11 per share.
(9) Includes shared voting and investment power with respect to 95,550 shares
owned by a company having an investment committee of which Mr. Roberts is a
member.
(10) Includes shared investment and voting power with respect to 24,705 shares
owned by a charitable trust of which Mr. Snyder is one of three co-
trustees.
(11) In addition to the ownership indicated, Messrs. Crosby, Kock, Marks,
Milling and Watters, as administrators of the Whitney National Bank
Retirement Plan and as administrators of the Whitney National Bank Thrift
Incentive Plan, have shared investment and voting power with respect to
309,555 shares (2.15%) owned by The Whitney National Bank Pension Trust
and 201,938 shares (1.40%) owned by The Whitney National Bank Thrift
Incentive Trust, respectively, of which the Bank is trustee. Such shares
have been included only once in calculating the beneficial ownership of
all officers and directors as a group.
(12) Member of the Bank's Executive Committee.
(13) Member of the Bank's Trust Committee.
(14) Ex officio member of the Bank's Executive and Trust Committees.
(15) Member of the Company's and the Bank's Compensation Committee.
(16) Member of the Bank's Audit Committee.
(17) Includes the following restricted and optioned shares granted pursuant to
the Company's Long-Term Incentive Program: (1) 3,000 shares of restricted
stock; (2) options on 9,000 shares of stock, which may be exercised at any
time through June 22, 2003 at a price of $19.42 per share.
(18) Includes the following restricted and optioned shares granted pursuant to
the Company's Long-Term Incentive Program: (1) 7,500 shares of restricted
stock; (2) options on 13,500 shares of stock, which may be exercised at
any time through May 27, 2002 at a price of $13.22 per share; (3) options
on 9,000 shares of unissued stock which may be exercised at any time
through June 22, 2003 at a price of $19.42 per share.
(19) Includes the following restricted and optioned shares granted pursuant to
the Company's Long-Term Incentive Program: (1) 9,150 shares of restricted
stock; (2) options on 11,850 shares of stock, which may be exercised at
any time through May 27, 2002 at a price of $13.22 per share; (3) options
on 9,000 shares of unissued stock which may be exercised at any time
through June 22, 2003 at a price of $19.42 per share. Mr. Lawder's total
also includes 91.60 shares held by Mr. Lawder in the Company's 401(k)
plan.
4
<PAGE>
PROPOSAL TO APPROVE DIRECTORS' COMPENSATION PLAN
GENERAL
On March 23, 1994, the Board of Directors of the Company unanimously adopted
the Directors' Compensation Plan (the "Plan") for the purpose of ensuring that
each director who is not a common-law employee of the Company or its affiliates
(a "Director") acquires and maintains an appropriate equity interest in the
Company through ownership of the Company's no par value common stock (the
"Common Stock"). In addition, the Plan amends and restates, in its entirety,
the Unfunded Plan of Deferred Compensation for Directors of Whitney National
Bank which was first adopted as of November 21, 1990. The Plan must be approved
by the affirmative vote of a majority of the voting power present or
represented at the meeting. Abstentions will be included but broker nonvotes
will be excluded in calculating the voting power present or represented at the
meeting for purposes of approving the Plan. The following description of the
Plan is qualified in its entirety by reference to the full text of the Plan, as
set forth in Exhibit A to this Proxy Statement.
All members of the Board of Directors of the Company, other than common-law
employees of the Company or its affiliates, participate in the Plan. As of
March 23, 1994, 12 directors were participants in the Plan.
The Plan provides for (a) the annual award of Common Stock to each Director,
(b) the annual grant of nonqualified stock options to each Director and (c) the
voluntary deferral of all or a portion of the fees otherwise payable annually
to each Director. Up to 150,000 shares of Common Stock may be issued under the
Plan, subject to adjustment in the event of any recapitalization, stock
dividend, stock split, combination of shares or other change in the Common
Stock of the Company. Shares of Common Stock subject to options which are
cancelled or terminated will again be available for issuance under the Plan.
The number of shares of Common Stock subject to issuance pursuant to the Plan
represented approximately 1% of the outstanding shares of Common Stock as of
March 23, 1994.
The Plan is administered by the Board of Directors through the Compensation
Committee (the "Committee"). The Committee possesses limited authority to
interpret the Plan, to establish rules and regulations relating to the Plan,
and to make any other determination that it believes necessary or advisable for
the proper administration of the Plan. Awards under the Plan relating to Common
Stock are made pursuant to formulas set forth in the Plan and are not subject
to the discretionary administration of the Committee.
The following table sets forth the benefits to be received by the Directors
under the Plan in 1994. Values are based on the mean of the closing bid and
asked prices of Common Stock as quoted on the National Association of
Securities Dealers Automated Quotation System as of March 22, 1994. The last
sales price of Common Stock on March 22, 1994 was $22.00.
DIRECTORS' COMPENSATION PLAN
<TABLE>
<CAPTION>
DOLLAR VALUE
OF SHARES
SUBJECT TO SHARES SUBJECT
PARTICIPANTS IN PLAN TRANSFER TO OPTIONS
-------------------- ------------ --------------
<S> <C> <C>
All Non-Executive Directors of the Company... $40,050 12,000
</TABLE>
FEATURES OF THE PLAN
STOCK AWARDS. Stock awards consist of the annual transfer by the Company to a
Director of 150 shares of Common Stock, without payment, as additional
compensation for his services as a member of the Board of Directors of the
Company. Shares of Common Stock are transferred annually on the last day of the
second calendar quarter (the "Stock Transfer Date") to each Director serving on
such date. The shares so transferred
5
<PAGE>
may not be sold, transferred, assigned, pledged, mortgaged, or otherwise
disposed of for a period of six months and one day after the Stock Transfer
Date. The Plan permits Directors to defer the receipt of stock awards in the
form of credits representing shares of Common Stock under the same terms and
conditions that fees can be deferred, as described below.
STOCK OPTIONS. Each Director is granted annually, on the Stock Transfer Date,
nonqualified stock options to purchase 1,000 shares of Common Stock from the
Company. The exercise price for such options is equal to the fair market value
of the Common Stock on the date of grant. Options are first exercisable six
months and one day from the date of grant and expire ten years from the date of
grant. If a Director dies, unexercised stock options will expire one year from
the date of death. If cause occurs with respect to any Director, his
unexercised options will be immediately forfeited. For this purpose "cause"
means that a Director is found guilty, pleads guilty or pleads nolo contendere
to any act of fraud or dishonesty against the Company or its affiliates.
DEFERRAL OF FEES. The Plan permits each Director to elect annually to defer
the receipt of all or a portion of the cash fees otherwise payable to him. The
amount of such deferred fees is credited to a bookkeeping account maintained by
the Company for the benefit of each Director (an "Account"). The Plan permits
each Director to allocate, from time to time, amounts credited to his Account
among an equity fund, a fixed-income fund, a money-market fund, and credits
representing shares of Common Stock. Earnings and losses are periodically
credited to each Account based upon such investment allocations; there is no
requirement, however, that the Company actually acquire any asset subject to
allocation by a Director.
Benefits under the Plan are distributed as of the date designated by each
Director, generally after the date he ceases to serve as a member of the Board
of Directors of the Company. Benefits are equal to the amount credited to a
Director's Account at the time of distribution. Distributions are made in the
form of a single-sum payment or substantially equal annual installment payments
over a period not in excess of ten years. Benefits are distributed in cash,
except that amounts allocated to credits representing shares of Common Stock
are distributed in the form of Common Stock. Any balance in a Director's
Account as of the date of his death will be distributed to his designated
beneficiaries.
Although there is no requirement that the Company establish a trust or other
mechanism to accumulate the amounts necessary to fund benefits payable under
the Plan, the Company anticipates that it will establish a "rabbi" trust for
such purpose. Assets held in such trust will be earmarked for the payment of
benefits under the Plan, but will remain subject to the claims of the Company's
general creditors in the event of the Company's bankruptcy or insolvency.
Fees previously deferred by a Director under the Unfunded Plan of Deferred
Compensation for Directors of Whitney National Bank will be credited to an
Account in the Plan, which Account will be subject to the foregoing rules
regarding the allocation of gains and losses. Such Accounts will be subject to
each Director's previous elections with respect to the time and method of
payment.
AMENDMENT OF THE PLAN
The Board of Directors may amend or discontinue the Plan at any time.
However, no such amendment (except for amendments adopted for the purpose of
causing the Plan to comply with the requirements of Rule 16 b-3 under the
Securities Exchange Act of 1934, as amended, from time to time (the "Act")) or
discontinuance may change or impair, without the consent of each Director, the
value of such Director's Account maintained under the Plan in connection with
the deferral of fees, the previous award of Common Stock or the previous grant
of an option. Further, no such amendment (except for amendments adopted for the
purpose of causing the Plan to comply with the requirements of Rule 16b-3 under
the Act) or discontinuance may, without the consent of the shareholders of the
Company, (a) increase the maximum number of shares of Common Stock which may be
issued to all Directors under the Plan, (b) change or expand the types of
benefits related to Common Stock that may be granted or otherwise made
available under the Plan, (c) change the class of persons eligible to receive
benefits under the Plan, or (d) materially increase the benefits accruing to
Directors under the Plan.
6
<PAGE>
NONTRANSFERABILITY OF AWARDS
No stock option granted under the Plan will be transferable by its holder,
except in the event of the holder's death, by will or the laws of descent and
distribution. During a Director's lifetime, an option may be exercised only by
him or by his guardian or legal representative. Amounts credited to an Account
under the Plan are not subject to assignment, transfer, pledge, encumbrance or
other disposition prior to distribution from the Plan.
FEDERAL INCOME TAX CONSEQUENCES
Under existing Federal income tax provisions, the taxation of fees or stock
awards deferred under the Plan will be postponed until distribution. At that
time, a Director will recognize ordinary income in an amount equal to the
benefits distributed, and the Company will be entitled to a deduction equal to
the amount the Director is required to treat as ordinary income; provided,
however, that the fair market value of Common Stock distributed from a
Director's Account will be recognized as ordinary income when the restrictions
on the sale of such shares under Section 16 (b) of the Act expires and the
Company's deduction with respect to such amount will be deferred until such
expiration.
A Director who receives an award under the Plan consisting of shares of
Common Stock will recognize ordinary income when the restrictions on the sale
of such shares under Section 16(b) of the Act expire, and the Company will be
entitled to a deduction equal to the amount the Director is required to treat
as ordinary income.
A Director will recognize ordinary income measured by the difference between
the aggregate exercise price of the shares of Common Stock as to which the
option is exercised and the aggregate fair market value of these shares as of
the date on which the restrictions on sale under Section 16 (b) of the Act
expire. The Company will be entitled to a deduction equal to the amount the
Director is required to treat as ordinary income for the year in which a
Director recognizes the income.
This summary of federal income tax consequences of deferred fees, stock
awards, and nonqualified stock options does not purport to be complete.
Reference should be made to the applicable provisions of the Internal Revenue
Code of 1986, as amended. There also may be state and local income tax
consequences applicable to the grant, exercise and sale of stock acquired under
the Plan.
RECOMMENDATION OF BOARD OF DIRECTORS
The Board of Directors believes that approval of the Plan is in the best
interests of the Company and its shareholders because it brings the
compensation that the Company pays to its directors in line with that paid to
directors of other financial institutions of similar size, while at the same
time increasing share ownership in the Company by the Directors. THE BOARD OF
DIRECTORS RECOMMENDS A VOTE FOR APPROVAL OF THE DIRECTORS' COMPENSATION PLAN.
7
<PAGE>
INFORMATION CONCERNING MANAGEMENT
BOARD COMMITTEES. The Company has no standing audit committee or other
committee performing similar functions. The Company and the Bank have
Nominating Committees composed of Messrs. Cain, Kock and Watters. These
Nominating Committees, whose functions and operating procedures have not yet
been fully delineated, held no meetings during the year. The Company and the
Bank also have a Compensation Committee consisting of Messrs. Crosby, Howson
and Phillips, as discussed below.
The Bank has an Audit Committee that functions primarily to evaluate the
scope and results of internal audits, discuss with the independent auditors the
plan and results of their audit, and review regulatory body reports. The
committee, which meets quarterly, is composed of not less than three members
who are appointed prior to each meeting. Messrs. Cain, Crowell, Kelly and
Roberts served as committee members during 1993.
During 1993, the Board of Directors of the Company and the Bank each held 12
meetings. All Directors other than Messrs. Kelly and Snyder attended at least
75% of the aggregate number of meetings of the Company's and the Bank's Board
of Directors. Each director attended at least 75% of the aggregate number of
meetings of the committees (audit, compensation or both) on which he served.
COMPENSATION OF DIRECTORS. Although the Company did not compensate Directors
for attendance at its meetings during 1993, the Bank paid its non-officer
directors annual fees of $10,000 and $500 for each day on which the director
attended one or more board meetings, executive committee meetings, trust
committee meetings, audit committee meetings or compensation committee
meetings.
The Bank has adopted a plan which permits a director to defer payment of fees
otherwise payable to him during a calendar year. Deferred amounts are credited
to an account in the name of the director, and bear an interest rate equal to
the Bank's 180 day certificate of deposit rate in effect on January 1 and July
1. A director may elect to receive the amount either in a lump sum or in up to
ten annual installments commencing at a previously determined age or in the
calendar year following the year in which he ceases to be a director of the
Bank.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of Whitney Holding
Corporation and Whitney National Bank is responsible for approving the salaries
of the Executive Officers who are also directors of the Company as well as
reviewing the compensation of the other Executive Officers. The Committee also
has the responsibility to perform a more general review of the salaries of
other officers, develop and administer executive compensation and benefit
plans, and review and approve other employee benefit plans that may be
appropriate for the Committee to consider. The Committee is composed of three
independent, nonemployee directors, of which one is elected Chairman. In
conducting its business, the Committee met five times during 1993.
Discussions, recommendations, and determinations of the Committee are made on
the basis of an assessment of corporate performance and a review of supporting
data, banking industry and peer standards, general marketplace data, and
regional and national economic considerations. The Committee uses outside,
independent benefits and compensation specialists and related outside surveys
as the need for such arises.
The Company's executive compensation program is designed to provide a
competitive level of pay that rewards performance as well as enables the Bank
to attract and retain qualified senior executives. Base pay is targeted at a
level that is competitive with the overall banking industry and a group of peer
banks. In addition to base salary, the Executive Officers are participants in
the Executive Compensation Plan (an annual incentive plan) and the Long-Term
Incentive Program, which were established by the Committee in 1992. Executive
agreements addressing issues of change in control were implemented in 1992 and
revised in 1993.
As presented in the Summary Compensation Table, the Committee established the
salary of Mr. William L. Marks, Chief Executive Officer of Whitney Holding
Corporation and Whitney National Bank, at $500,000 for 1993, an increase of
$60,000 annually or 13.6%.
8
<PAGE>
Executive Compensation Plan. The Executive Compensation Plan, which addresses
incentive compensation, was developed to "optimize the profitability and growth
of the Corporation and motivate certain officers, executive personnel, and
other key employees of the Corporation through the award of compensation based
solely on the attainment of stated performance objectives." These performance
objectives included a complement of corporate goals that in 1993 were designed
to enhance shareholder value as well as enhance the overall financial strength
of the Company. These objectives included measurements related to asset
quality, profitability, and regulatory compliance. The Chief Executive Officer
is measured on the fulfillment of the corporate objectives. Other executive
officers as well as other officers participating in the Executive Compensation
Plan are measured on a combination of these corporate objectives and individual
objectives related to that executive's area of responsibility. All individual
objectives in some way relate to achieving the overall corporate goals.
Incentive compensation awards in 1993 were predicated on the Company reaching
a minimum threshold of profitability. Upon attainment of that minimum
threshold, the other measurements of performance, as noted in the preceding
paragraph, were evaluated and the incentive compensation was computed
accordingly. The Committee was responsible for this evaluation of corporate and
individual performance and for making any awards under the plan, which included
a total of $870,339 awarded to Messrs. Marks, Milling, Ferguson, Grimball and
Lawder as participants during fiscal 1993. Of this amount, $366,650 was awarded
to Mr. Marks, which represents an amount equal to 73.3% of his salary.
Long-Term Incentive Program. The Long-Term Incentive Program ("LTIP") was
established "to increase shareholder value, to advance the interests of the
Corporation, and to attract, retain, and motivate certain officers, executive
personnel, and other key employees through the grant or award of stock-based
incentive compensation." The LTIP, which was approved by vote of the
shareholders of the Company in 1992, is administered by the Compensation
Committee which designates the participants and grants any awards under the
plan. The incentives available under the LTIP are:
(1) stock options, which may be either non-statutory stock options or
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended;
(2) restricted stock, shares of common stock subject to restrictions on
transfer, forfeitability provisions or other limitations;
(3) performance shares, shares of common stock which may be subject to
the attainment of specified performance objectives; and
(4) phantom shares, equity awards which are related to the value of
shares of common stock.
During 1993, awards of stock options and restricted stock were granted to the
Chief Executive Officer and to four of the other five Executive Officers, as
detailed in the compensation tables shown herein, and certain other officers.
In granting these awards, the Committee took particular note of management's
progress over the past years toward correcting identified deficiencies,
strengthening internal policies and procedures, and restoring corporate
profitability. In establishing the level of grants to the Chief Executive
Officer, the Committee considered overall compensation data from banking
industry sources and peer banks as well as the Committee's assessment of the
Chief Executive Officer's current performance and the expectations of his
future contributions to the Company's long-term performance goals. These same
measures, along with the Chief Executive Officer's recommendations, were
applied in awarding grants to the other officers.
Executive Agreements. The Company and the Bank have entered into separate
agreements with Messrs. Marks, Milling, Ferguson, Grimball, Lawder and Joseph
W. May providing for compensation and severance benefits upon the termination
of employment under certain circumstances following a change in control of the
Company or the Bank.
Generally, under the agreements, a change in control of the Company or the
Bank will be deemed to have occurred if (i) any person acquires or becomes the
beneficial owner of more than 20% of the Company's outstanding common stock
without the approval of the Company's Board of Directors, (ii) the Federal
9
<PAGE>
Deposit Insurance Corporation or any other regulatory agency takes certain
actions in connection with the reorganization or liquidation of the Bank, (iii)
the Company or the Bank enters into a merger or consolidation, or sells all or
substantially all of the stock or assets of the Bank, without the surviving or
acquiring corporation agreeing to assume the obligations of the Company and the
Bank under the agreements, or (iv) there is a change in the majority of the
members of the Company's Board of Directors.
Under each agreement, if the Company or the Bank terminates the employment of
the officer without cause, or if the officer resigns during the three year
period following a change in control as a result of a change or diminution of
his duties, responsibilities, title, compensation, working conditions or
general status with the Company or the Bank, he will be entitled to special
severance benefits including, among other things, a sum equal to 300% of his
annual salary, and substantially all of the amounts that are payable to him
under the Company's and the Bank's employee and executive benefit plans. The
current agreement with Mr. Marks entirely supersedes a prior agreement among
the Company, Bank and Mr. Marks covering the same matter.
Other Responsibilities. The Committee reviews the provisions and scope of
other employee benefit plans, such as the Retirement Plan and the Savings Plus
Plan (formerly the Thrift Incentive Plan), and recommends to the Board of
Directors any changes to such plans that it deems appropriate. (The Retirement
Plan and the Savings Plus Plan are discussed elsewhere in this proxy
statement.) In addition to the foregoing, the Committee also reviews any other
matters with respect to the management of employee incentives, compensation and
benefits, and if it believes that action by the Board of Directors may be
suitable, the Committee makes recommendations concerning those matters to the
Board.
The Committee believes that the executive compensation policies and programs
of the Company serve the best interests of its shareholders and that the
combination of a sound base salary program, a competitive short-term incentive
plan, and strong long-term incentives provides a foundation for the continued
success of the Company.
Compensation Committee of the Board of
Directors
Robert H. Crosby, Jr.
Robert E. Howson
John G. Phillips
10
<PAGE>
SUMMARY COMPENSATION TABLE
The following Summary Compensation Table sets forth information with respect
to the Chief Executive Officer and the four most highly compensated Executive
Officers of the Company and the Bank whose total annual salary and bonus for
the fiscal year ending December 31, 1993 exceeded $100,000:
I. SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
ANNUAL COMPENSATION AWARDS(12)
----------------------------- ------------------------------
RESTRICTED
STOCK AWARDS(10)
--------------------
OPTIONS
NAME AND DOLLAR NUMBER OF ALL OTHER
PRINCIPAL POSITION YEAR SALARY BONUS(11) SHARES(9) VALUE SHARES COMPENSATION
------------------ ---- -------- --------- --------- -------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
William L. Marks....... 1993 $500,000 $366,650 9,000(8) $174,750 15,000 $ 3,575(5)
Chairman & Chief 1992 458,333(1) 207,768 13,500(7) 178,500 22,500 --
Executive Officer 1991 400,000 -- -- -- -- --
R. King Milling........ 1993 $375,000 $210,450 4,500(8) $ 87,375 9,000 $ 3,575(5)
President 1992 390,625(1) 128,775 6,750(7) 89,250 13,500 --
1991 375,000 -- -- -- -- --
Edward B. Grimball..... 1993 $175,000 $ 93,835 3,000(8) $ 58,250 9,000 $ 2,245(13)
Executive Vice
President 1992 156,250(1) 51,510 4,500(7) 59,500 13,500 --
and Chief Financial
Officer 1991 125,000 -- -- -- -- --
Kenneth A. Lawder, Jr.. 1993 $212,000 $118,974 3,000(8) $ 58,250 9,000 $ 3,450(14)
Executive Vice
President 1992 208,333(1) 68,680 4,500(7) 59,500 13,500 31,000(4)
1991(2) -- -- -- -- -- --
G. Blair Ferguson...... 1993(3) $ 75,000 $ 80,430 3,000(8) $ 58,250 9,000 $44,320(6)
Executive Vice
President 1992(3) -- -- -- -- -- --
1991(3) -- -- -- -- -- --
</TABLE>
- --------
(1) The 1992 salaries include 25 semi-monthly pay periods instead of 24 pay
periods as in previous and subsequent years.
(2) Mr. Lawder was employed by the Company effective December, 1991.
(3) Mr. Ferguson was employed by the Company effective July, 1993.
(4) This represents relocation and recruitment incentives.
(5) This represents $1,806 in imputed income for group term life insurance and
$1,769 in Bank matching contributions under the Savings Plus Plan.
(6) This represents $42,657 in relocation and recruitment incentives, $538 for
imputed income for group term life insurance, and $1,125 in Bank matching
contributions under the Savings Plus Plan.
(7) Restricted stock vests May 27, 1997 upon completion of certain employment
requirements. The grant was awarded May 27, 1992, and is valued at $13.22
per share, the market price on the award date, after giving effect to the
three-for-two stock splits effective February 22, 1993 and November 29,
1993.
(8) Restricted stock vests June 22, 1998 upon completion of certain employment
requirements. The grant was awarded June 22, 1993 and is valued at $19.42
per share, the market price on the award date, after giving effect to the
three-for-two stock split effective November 29, 1993.
(9) The number of shares gives effect to the three-for-two stock splits on
February 22, 1993 and November 29, 1993.
(10) The restricted shares shown in the table represent all restricted stock
holdings of the named Executive Officers. The dollar values in the table
were calculated using the market price of the Company's Common Stock on
the date of award. The aggregate value of the restricted stock holdings
for each named Executive Officer calculated using the market price of the
Company's Common Stock as of December 31, 1993 were as follows: Mr.
Marks, $511,875; Mr. Milling, $255,937; Mr. Grimball, $170,625; Mr.
Lawder, $170,625; and Mr. Ferguson, $68,250. Dividends are paid in full
on such restricted shares.
(11) All bonuses have been paid under the Executive Compensation Plan (annual
incentive plan).
(12) All awards have been made under the Long-Term Incentive Program.
(13) This represents $932 in imputed income for group term life insurance and
$1,313 in Bank matching contributions under the Savings Plus Plan.
(14) This represents $1,860 in imputed income for group term life insurance
and $1,590 in Bank matching contributions under the Savings Plus Plan.
11
<PAGE>
II. OPTION GRANTS TABLE(1)
OPTION GRANTS IN 1993
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
RATES OF STOCK PRICE
APPRECIATION FOR OPTION
INDIVIDUAL GRANTS TERM
-------------------------------------------- ------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES BASE PRICE EXPIRATION
NAME GRANTED IN 1993 (PER SHARE) DATE 5% 10%
---- ---------- ---------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
William L. Marks........ 15,000 19.8% $19.42 6/22/2003 $183,200 $464,000
R. King Milling......... 9,000 11.9% 19.42 6/22/2003 109,900 278,500
Edward B. Grimball...... 9,000 11.9% 19.42 6/22/2003 109,900 278,500
Kenneth A. Lawder, Jr... 9,000 11.9% 19.42 6/22/2003 109,900 278,500
G. Blair Ferguson....... 9,000 11.9% 19.42 6/22/2003 109,900 278,500
Named Executive
Officers' assumed value
gained as a % of all
shareholders' gains
Officers.............. 622,800 1,578,000
Shareholders.......... 176,443,000 447,140,000
% of gain pertaining
to officers' options. 0.35% 0.35%
</TABLE>
- --------
(1) All figures in this table give effect to the three-for-two stock splits
effective February 22, 1993 and November 29, 1993.
III. OPTION EXERCISES AND YEAR-END VALUE TABLE(1)
AGGREGATED OPTION EXERCISES IN 1993, AND YEAR-END OPTION VALUE
<TABLE>
<CAPTION>
NUMBER OF
SECURITIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 1993 DECEMBER 31, 1993
SHARES ACQUIRED VALUE ----------------- -----------------
NAME ON EXERCISE REALIZED ALL EXERCISABLE ALL EXERCISABLE
---- --------------- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
William L. Marks........ -- $ -- 56,287 $278,400
R. King Milling......... -- -- 16,538 101,800
Edward B. Grimball...... -- -- 22,500 158,600
Kenneth A. Lawder, Jr... 1,650 15,725 20,850 142,900
G. Blair Ferguson....... -- -- 9,000 29,900
</TABLE>
- --------
(1) All figures in this table give effect to the three-for-two stock splits
effective February 22, 1993 and November 29, 1993.
12
<PAGE>
PERFORMANCE GRAPH
The accompanying graph shows the comparative total economic return, including
the reinvestment of cash dividends received and the effects of stock price
appreciation or depreciation, of the Common Stock of the Company, of all U.S.
common stocks listed on the NASDAQ system, and of the bank stocks of the KBW 50
Total Return Index, a proprietary bank stock index of Keefe, Bruyette & Woods,
Inc., which tracks the returns of 50 large banking companies throughout the
United States.
COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN
[Graph Appears Here]
<TABLE>
<CAPTION>
Whitney Holding KBW 50 Nasdaq
Corporation Index Stock Index
--------------- ------ -----------
<S> <C> <C> <C>
1988............... 100 100 100
1989............... 95.08 118.91 121.06
1990............... 54.56 85.4 103.1
1991............... 51.03 135.17 166.36
1992............... 87.71 172.23 194.13
1993............... 119.99 181.77 209.11
</TABLE>
COMPANY PLANS
The Company's Executive Officers, who are appointed annually, are
participants in the Executive Compensation Plan, Long-Term Incentive Program,
Retirement Plan and Savings Plus Plan and may elect to participate in the
Deferred Compensation Plan. The Executive Compensation Plan and Long-Term
Incentive Plan are described above under Executive Compensation.
Retirement Plan. The Bank in 1964 established a noncontributory, defined
benefit retirement plan. The plan, as amended (the "Retirement Plan"),
currently covers salaried employees of the Bank who are at least 21 years of
age and complete certain requirements while an employee or Director. In
general, the monthly benefit payable under the Retirement Plan at normal
retirement age is an amount based on final average monthly compensation and
years of service at normal retirement age and takes into account the monthly
Social Security amount payable under the law in effect at normal retirement
age. Final average monthly compensation, which includes bonuses and overtime
pay, and also consists of those salaries and incentives of Executive Officers
set forth in the Summary Compensation Table, but excludes benefits or Company
contributions under employee benefit plans, is calculated by averaging the
highest successive five years of compensation during the ten years preceding
normal retirement. With certain exceptions, years of service
13
<PAGE>
include all periods of continuous service with the Bank by participants in the
Retirement Plan. Benefits under the Retirement Plan are fully vested upon the
completion of a stated period of service.
The Retirement Plan was amended and restated in 1993 to, among other things,
formally adopt a new benefit formula that complies with the Social Security
integration laws and to adopt a new vesting schedule as required under the Tax
Reform Act of 1986.
The maximum annual benefit under the Retirement Plan for 1993 is the lesser
of $115,641 (a limitation imposed by the Internal Revenue Code) or 100% of
average compensation (highest aggregate earnings averaged over three
consecutive years). Effective for plan years beginning after 1988, an
employee's annual compensation is limited to a $200,000 base plus adjustments
for inflation for qualified plan purposes. This adjusted annual compensation
limitation for 1993 is $235,840. In 1984, the Bank adopted an Excess Benefit
Retirement Plan to provide the full benefits calculated under the Retirement
Plan's formula to the extent that the Internal Revenue Code limits benefits
under the Retirement Plan. Because of changes in the Internal Revenue Code, the
Excess Benefit Retirement Plan was terminated effective January 1, 1993 with
accrued benefits preserved for participants, of whom Mr. Milling was the only
participating Executive Officer. The Company intends to replace the Excess
Benefit Retirement Plan with another form of supplemental executive retirement
plan, the design of which will be formulated in 1994.
The following table shows the estimated annual benefits payable pursuant only
to the qualified Retirement Plan upon retirement at age 65 to persons in
specified compensation and years of service classifications thereunder,
computed on a straight life annuity basis. The table does not indicate required
deductions for Social Security benefits.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
HIGHEST SUCCESSIVE CREDITED YEARS OF SERVICE
FIVE-YEAR AVERAGE ------------------------------------------
RENUMERATION 15 20 25 30 35
- ------------------ ------- ------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000............................ $34,313 $45,750 $ 57,188 $ 68,625 $ 80,086
150,000............................ 41,175 54,900 68,625 82,350 96,075
175,000............................ 48,038 64,050 80,063 96,075 112,088
200,000............................ 54,900 73,200 91,500 109,800 115,641
225,000............................ 61,763 82,350 102,938 115,641 115,641
235,840............................ 64,738 86,317 107,897 115,641 115,641
</TABLE>
Savings Plus Plan. In 1952, the Bank established the Thrift Incentive Plan (a
profit sharing plan) which permitted eligible employees with two years of
service to become noncontributory participants. The last contribution made by
the Bank to the Thrift Incentive Plan was in 1988.
To the extent that the Internal Revenue Code limited annual allocations to
individual participants in the Thrift Incentive Plan, the Bank's Excess Benefit
Thrift Plan, adopted in 1984, supplemented the allocation under the Thrift
Incentive Plan. Because of changes in the Internal Revenue Code, the Excess
Benefit Thrift Plan was terminated effective January 1, 1993. There had been no
benefits accrued for any individual in the Excess Benefit Thrift Plan.
The Thrift Incentive Plan was amended and restated in 1993 to, among other
things, comply with the provisions of the Tax Reform Act of 1986 and to
activate provisions permitted under Section 401(k) of the Internal Revenue
Code. Concurrently, the Thrift Incentive Plan was renamed the Savings Plus
Plan. The Savings Plus Plan generally provides that full-time employees of the
Bank who have completed one year of service are eligible to participate.
Participants may elect to contribute up to 10% of salary, subject to certain
limitations, of which the Bank will provide matching contributions up to the
first 3% of salary on a dollar for dollar basis. The participants are provided
with investment discretion over all contributions and may select from a variety
of investment vehicles. In 1993, the amounts contributed by the Bank on behalf
of Messrs. Marks, Milling, Grimball, Lawder and Ferguson were $1,769, $1,769,
$1,313, $1,590 and $1,125 respectively.
14
<PAGE>
Deferred Compensation Plan. In 1993, the Company established a non-qualified
deferred compensation plan. The Plan permits eligible officers to annually
elect to defer up to 25% of base salary and all or part of bonuses paid under
the Executive Compensation Plan. The Deferred Compensation Plan also permits
rollover of any disallowed employee contributions under the Savings Plus Plan.
Participants are permitted to request that the Company invest the deferrals in
a limited number of investment options. Deferral elections must be made prior
to the calendar year over which the salary or bonus is earned. Commencement of
distributions under the Deferred Compensation Plan must generally coincide with
retirement or the attainment of retirement age and may take the form of a lump
sum payment or a specified payment stream. Deferrals under this plan were not
permitted in 1993.
CERTAIN TRANSACTIONS
The Bank has made, and expects to make in the future, loans in the ordinary
course of business to directors and officers of the Company and the Bank,
members of their immediate families, and their associates. Such loans have been
made on substantially the same terms, including interest rates and collateral,
as those prevailing at the time for comparable transactions with other persons,
and did not involve more than normal risk of collectibility or present other
unfavorable features.
Pan-American Life Insurance Company, of which John K. Roberts, Jr., a
director of the Company, is President and Chief Executive Officer and a
director, was paid $562,689.65 during 1993 for insurance premiums and
administrative services rendered to the Company and the Bank.
COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
Because Whitney Holding Corporation is a public company, its officers,
directors and 10% beneficial shareholders are required to file with the
Securities and Exchange Commission periodic reports of changes in their
ownership of the Company's stock. Based upon its review of copies of forms and
related documents furnished to the Company, management believes that all
required filings by all such persons were timely made during 1993.
ACCOUNTANTS
The shareholders will be asked to ratify the Board's selection of Arthur
Andersen & Co. as independent public accountants to audit the books of the
Company and its subsidiaries for 1994. The firm has served as the Company's
auditors since 1964. Representatives of Arthur Andersen & Co. are expected to
be present at the Annual Meeting, with the opportunity to make any statement
they desire at that time, and will be available to respond to appropriate
questions. If the selection is not ratified, the appointment of other auditors
will be considered by the Board.
SHAREHOLDER PROPOSALS
In order for proposals of shareholders to be considered for inclusion in the
proxy statement and proxy for the 1995 Annual Meeting of Shareholders, such
proposals must be received at the Company's principal executive office no later
than November 18, 1994.
OTHER MATTERS
The matters to be acted on at the Annual Meeting are set forth in the
accompanying Notice. The Company knows of no other business to be presented at
the meeting, but if other matters requiring a vote are properly presented at
the meeting or any adjournments thereof, proxy holders will vote or abstain
from voting thereon in accordance with their best judgment.
By order of the Board of Directors.
[Signature of William L. Marks
appears here]
William L. Marks,
Chairman
15
<PAGE>
EXHIBIT A
WHITNEY HOLDING CORPORATION
DIRECTORS' COMPENSATION PLAN
<PAGE>
WHITNEY HOLDING CORPORATION
DIRECTORS' COMPENSATION PLAN
INDEX
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE I--DEFINITIONS..................................................... 1
Affiliate................................................................ 1
Beneficiary.............................................................. 1
Benefit Commencement Date................................................ 1
Deferral Election........................................................ 1
Deferred Benefit Account................................................. 1
Determination Date....................................................... 1
Fair Market Value........................................................ 1
Fees..................................................................... 1
Plan Committee........................................................... 1
Plan Year................................................................ 1
Schedule A............................................................... 2
Other Definitions........................................................ 2
ARTICLE II--PARTICIPATION.................................................. 2
ARTICLE III--COMMON STOCK.................................................. 2
Shares................................................................... 2
Adjustment............................................................... 2
ARTICLE IV--TRANSFER OF COMMON STOCK....................................... 2
Time of Transfer......................................................... 2
Number of Shares......................................................... 2
Restrictions on Transfer................................................. 3
Deferral................................................................. 3
ARTICLE V--DEFERRALS....................................................... 3
Deferrals................................................................ 3
Deferred Benefit Accounts................................................ 3
Investment of Accounts................................................... 3
Common Stock Credits..................................................... 4
Valuation of Accounts.................................................... 4
ARTICLE VI--PAYMENTS....................................................... 4
Special Definitions...................................................... 4
Service Benefits......................................................... 4
Director's Death Before Benefit Commencement Date........................ 5
Director's Death After Benefit Commencement Date......................... 5
Form of Payment.......................................................... 5
Predecessor Deferred Benefit Account..................................... 5
Early Payments........................................................... 5
ARTICLE VII--OPTIONS....................................................... 6
Definitions.............................................................. 6
Provisions Relating to Options........................................... 6
Early Termination of Options............................................. 6
ARTICLE VIII--ADMINISTRATION............................................... 6
</TABLE>
i
<PAGE>
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE IX--GENERAL PROVISIONS............................................. 6
Effective Date and Term.................................................. 6
Additional Conditions.................................................... 6
Restrictions on Transfer................................................. 7
ARTICLE X--MISCELLANEOUS................................................... 7
Termination of Plan...................................................... 7
Inurement................................................................ 7
Amendment................................................................ 7
Transfer of Rights....................................................... 7
Governing Law............................................................ 7
Funding.................................................................. 7
</TABLE>
ii
<PAGE>
WHITNEY HOLDING CORPORATION
DIRECTORS' COMPENSATION PLAN
The purposes of the WHITNEY HOLDING CORPORATION DIRECTORS' COMPENSATION PLAN
(the "Plan") are to ensure that each member of the board of directors of
Whitney Holding Corporation (the "Corporation") who is not a common-law
employee of the Corporation or any affiliate (a "Director") possesses a
proprietary interest in the Corporation by transferring, for services rendered
as a member of the board of directors of the Corporation, shares of no-par
value voting common stock issued by the Corporation (the "Common Stock"), and
to provide for the disposition of amounts deferred under the Unfunded Plan of
Deferred Compensation for Directors of Whitney National Bank first adopted as
of November 21, 1990 (the "Predecessor Plan"), which plan is amended and
restated in its entirety as set forth below.
ARTICLE I
DEFINITIONS
The following words and phrases shall have the meanings and applications set
forth below:
1.1 Affiliate. A corporation with respect to which the Corporation owns
(within the meaning of Section 425(f) of the Internal Revenue Code of 1986, as
amended) 50% or more of the total combined voting power of all classes of
stock.
1.2 Beneficiary. The person, persons, entity or entities designated by a
Director, in writing on Schedule A, to receive Death Benefits payable under the
Plan. If no Beneficiary survives the Director, such benefits shall be payable
to the Director's estate, and the estate shall be deemed to be the Beneficiary
under this Plan. A Director shall be entitled to amend the designation of a
Beneficiary at any time, and any such amendment shall be effective when it is
received by the Plan Committee.
1.3 Benefit Commencement Date. The date on which the payment of a Director's
Service Benefit under the Plan is paid or first commences. Such date shall be
determined in accordance with Paragraph 6.2 of this Plan.
1.4 Deferral Election. An Election by a Director to defer Fees or the receipt
of Common Stock, which election shall be made in writing in accordance with the
provisions of Article V hereof.
1.5 Deferred Benefit Account. An account maintained on the books of the
Corporation with respect to each Director's Deferral Election.
1.6 Determination Date. The last day of each calendar quarter. Annual
Determination Date means December 31st.
1.7 Fair Market Value. The mean of the closing bid and asked prices of Common
Stock as quoted on the NASDAQ National Market Issues as of the date specified
herein; if no Common Stock is traded on such date, then the Fair Market Value
shall be determined using the mean of the closing bid and asked prices on the
date Common Stock last traded on such system.
1.8 Fees. The aggregate amount payable in cash to a Director by the
Corporation for service as a member of the board of directors of such entity or
a committee thereof.
1.9 Plan Committee. The Plan Committee is the administrator of this Plan, the
members of which are the members of the Compensation Committee of the Board of
Directors of the Whitney Holding Corporation.
1.10 Plan Year. The twelve-month period beginning each January 1st and ending
each December 31st. The first Plan Year of this Plan shall commence as of the
Effective Date (as defined herein) and shall end as of December 31, 1994.
<PAGE>
1.11 Schedule A. A written schedule which provides for, among other things,
the deferral of Fees, the designation of a Benefit Commencement Date, the
election of the form of benefit payment, and the designation of a Beneficiary.
The terms of each such Schedule A are incorporated in this Plan by this
reference. Any schedule or other form of deferral agreement executed by a
Director in accordance with the Predecessor Plan shall be deemed to constitute
a Schedule A hereunder.
1.12 Other Definitions. The terms "Option," "Stock Transfer Date,"
"Predecessor Deferred Benefit Account," "Tax Adjustment," "Service Benefit,"
"Death Benefit," "Common Stock Credits," "Adverse Determination," "Cause," and
"Effective Date" shall have the respective meanings set forth below.
ARTICLE II
PARTICIPATION
Directors shall participate in this Plan; unless otherwise set forth herein,
such persons shall include past, present or future members of the Plan
Committee or of any committee administering any other stock option, stock
appreciation, stock bonus or other form of discretionary stock-related
compensation plan maintained by the Corporation or any of its Affiliates.
In addition, each member of the board of directors of an Affiliate who is not
a common-law employee of the Corporation or any Affiliate shall participate in
this Plan as of the first day of the Plan Year which coincides with or
immediately follows the date on which the board of directors of the Corporation
acts to cover the members of the board of directors of such Affiliate
hereunder.
ARTICLE III
COMMON STOCK
3.1 Shares. The maximum number of shares of Common Stock which may be issued
under the Plan shall be 150,000 shares. Common Stock issued under the Plan may
be authorized and unissued shares, previously issued shares reacquired by the
Corporation and held as treasury shares, or shares acquired on the open market.
Shares of Common Stock covered by an Option which expires without exercise
shall again be available for issuance hereunder.
3.2 Adjustment. In the event of a merger, consolidation or reorganization of
the Corporation with any other corporation, there shall be substituted for
Common Stock then subject to the Plan or an Option granted hereunder the number
and kind of shares of stock or other securities to which the holders of Common
Stock will be entitled pursuant to the terms of the transaction. In the event
of a recapitalization, stock dividend, stock split, combination of shares or
other change in the Common Stock, the number of shares of Common Stock then
subject to the Plan or an Option granted hereunder shall be adjusted in
proportion to the change in outstanding shares of Common Stock.
ARTICLE IV
TRANSFER OF COMMON STOCK
4.1 Time of Transfer. Common Stock shall be transferred to each Director or
subject to a Deferral Election by a Director in an amount determined in
accordance with Paragraph 4.2 hereof as of each June 30th (the "Stock Transfer
Date"), provided the recipient thereof is a Director as of such date.
4.2 Number of Shares. The number of shares of Common Stock transferred by the
Corporation to each Director for receipt or deferral hereunder as of each Stock
Transfer Date shall be 150, which amount shall be subject to adjustment, from
time to time, as provided in Paragraph 3.2 hereof.
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4.3 Restrictions on Transfer. Common Stock acquired under this Article IV
shall not be subject to sale, transfer, assignment, pledge, mortgage or other
disposition by a Director for a period of six months and one day after the
applicable date of transfer. The restriction imposed under this Paragraph 4.3
shall be evidenced by a written agreement between the Corporation and each
Director.
4.4 Deferral. In lieu of the receipt of Common Stock hereunder, a Director
may execute a Deferral Election with respect to such shares. Any such election
shall comply with the provisions of Paragraph 5.1 hereof. Common Stock deferred
pursuant to such an election shall be allocated to each affected Director's
Deferred Benefit Account in the form of Common Stock Credits and shall be
subject to the rules otherwise applicable to such accounts and credits.
ARTICLE V
DEFERRALS
5.1 Deferrals. The Corporation shall defer all or any portion of the Fees
otherwise payable to a Director, if specified by such Director on Schedule A. A
Director may revoke or modify any such Deferral Election by executing a new
Schedule A. Except as provided in this Paragraph 5.1, any such Deferral
Election (whether a new election or a revocation or a modification) shall apply
solely to Fees payable or Common Stock subject to transfer after the January
1st immediately following the date such election is received and accepted by
the Plan Committee.
During the 30-day period commencing as of the Effective Date, each Director
shall be entitled to enter into a Deferral Election. Such Deferral Election
shall apply to the deferral of Fees as of the first day of the calendar quarter
after the Effective Date and to the deferral of the receipt of Common Stock as
of the Stock Transfer Date immediately following the Effective Date. A Deferral
Election hereunder shall continue until modified or revoked as provided in this
Paragraph 5.1.
Deferrals under the Predecessor Plan shall cease as of December 31, 1994.
5.2 Deferred Benefit Accounts. Fees or the receipt of Common Stock deferred
pursuant to a Deferral Election shall be credited by the Corporation to a
Deferred Benefit Account established for each Director. Such credits shall be
made as of each Determination Date.
A Director's interest in the Predecessor Plan shall be credited to a separate
Deferred Benefit Account established hereunder for the benefit of each such
Director. Such account shall be called a "Predecessor Deferred Benefit
Account."
Any Deferred Benefit Account established hereunder shall be a bookkeeping
entry only. The establishment and maintenance of any such account in accordance
with the terms of this Plan shall not be deemed to constitute a trust, create
any other form of fiduciary relationship between the Corporation and any
Director or Beneficiary or otherwise create, for the benefit of any Director or
Beneficiary, an ownership interest in or expectation of any specific asset of
the Corporation.
5.3 Investment of Accounts. Each Director shall direct the manner in which
his Deferred Benefit Account, including any Predecessor Deferred Benefit
Account, is invested from among:
a. An equity fund, which fund shall consist primarily of shares of common
or preferred stock other than Common Stock or other stock issued by the
Corporation or an Affiliate;
b. A fixed income fund, which fund shall consist primarily of interest-
bearing securities issued by the United States government or agencies
thereof, or similar quality securities issued by corporations other than
the Corporation or an Affiliate, with varying maturity dates;
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c. A money market fund, which fund shall consist primarily of money
market instruments issued by financial institutions, corporations, the
United States government and agencies or instrumentalities thereof; or
d. Credits representing shares of Common Stock ("Common Stock Credits").
The number of shares of Common Stock deferred under Paragraph 4.5 hereof
shall be deemed to constitute Common Stock Credits hereunder.
Such instructions shall be solely for the purpose of determining credits to be
made to each Director's Deferred Benefit Account in accordance with Paragraph
5.5 hereof. There shall be no requirement that the Corporation acquire any
asset in connection with such instructions.
The Plan Committee shall adopt uniform procedures governing the investment of
each Director's Deferred Benefit Account, including, without limitation, (a)
the increments in which investment specifications shall be expressed, (b) the
times at which changes can be made, (c) distinctions between the investment of
prospective deferrals and existing balances, and (d) such other procedures as
the Plan Committee may determine are reasonably necessary or appropriate;
provided, however, that amounts invested in Common Stock Credits shall not be
subject to any change or modification. Investment instructions hereunder shall
be made on Schedule A and shall be subject to any additional terms and
conditions set forth therein.
5.4 Common Stock Credits. The number of Common Stock Credits allocated to a
Director's Deferred Benefit Account in accordance with Paragraph 5.3 shall be
based upon the Fair Market Value of Common Stock as of each applicable
Determination Date. An amount equal to dividends payable with respect to Common
Stock represented by the Common Stock Credits allocated to a Director's
Deferred Benefit Account shall be credited to such account, in the form of
additional Common Stock Credits. The amount of such credits shall be based upon
the Fair Market Value of Common Stock as of the dividend payment date. Any
stock dividend, stock split, or other recapitalization shall be reflected in
the Common Stock Credits made to a Director's Deferred Benefit Account.
Common Stock Credits to a Director's Deferred Benefit Account shall not
entitle such Director to exercise the rights of a stockholder of the
Corporation.
5.5 Valuation of Accounts. As of each Determination Date, any gain or loss
attributable to each Deferred Benefit Account, any charge or expense to be paid
by any Director, and any distributions or withdrawals, all determined since the
immediately preceding Determination Date, shall be allocated or charged against
each Director's account. For this purpose, gain or loss shall be computed as if
each such account was actually invested in accordance with the instructions of
each Director.
ARTICLE VI
PAYMENTS
6.1 Special Definitions. For purposes of this Article VI, the term Service
Benefit means a benefit payable to a Director in accordance with Paragraph 6.2
hereof. The term Death Benefit shall mean a benefit payable in accordance with
Paragraph 6.3 or 6.4 hereof; such benefit shall be payable in lieu of, and not
in addition to, any Service Benefit otherwise payable under the Plan.
6.2 Service Benefits. A Director's Service Benefit shall be paid as follows:
a. Time of Payment. A Director's Service Benefit shall be payable as of
such Director's Benefit Commencement Date which shall be the first day of
the seventh calendar month following the date designated by the Director on
Schedule A.
b. Amount. A Director's Service Benefit shall equal the amount credited
to such Director's Deferred Benefit Account, determined as of the last day
of the calendar month immediately preceding such Director's Benefit
Commencement Date.
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c. Method of Distribution. A Service Benefit hereunder shall be payable
in accordance with the Director's election on Schedule A, either in the
form of (i) a single-sum payment, or (ii) substantially equal annual
installments over a period designated by the Director not in excess of ten
years. Each Director shall designate the method of payment on Schedule A as
of the initial date on which Fees or Common Stock are deferred hereunder,
and such designation shall be irrevocable.
d. Special Rules for Installment Payments. If a Director elects
installment payments in accordance with Paragraph 6.2c hereof, such
installment payments shall be made annually, as of the Director's Benefit
Commencement Date and each anniversary thereof. Pending distribution,
amounts held in such Director's Deferred Benefit Account shall continue to
be credited with interest or earnings in accordance with Paragraph 5.5
hereof.
6.3 Director's Death Before Benefit Commencement Date. If a Director dies
before his Benefit Commencement Date, a "Death Benefit" shall be distributed to
his Beneficiary as follows:
a. Amount. The amount of the Death Benefit shall equal the amount of
such Director's Deferred Benefit Account, determined as of the last day of
the calendar month preceding the date of distribution.
b. Form. A Death Benefit payable under this Paragraph 6.3 shall
automatically be distributed to the Director's Beneficiary in the form of a
single-sum payment.
c. Time of Payments. A Death Benefit payable hereunder shall be
distributed as of the first day of the seventh calendar month following the
date of the Director's death.
6.4 Director's Death After Benefit Commencement Date. If a Director dies
after his Benefit Commencement Date, the balance of his Deferred Benefit
Account, if any, shall be distributed as a Death Benefit hereunder to his
Beneficiary in accordance with the manner of distribution in effect as of the
date of the Director's death.
6.5 Form of Payment. Notwithstanding any provision of Article VI to the
contrary, if any portion of a Director's Deferred Benefit Account is allocated
to Common Stock Credits, such amount shall be distributed in the form of Common
Stock, with cash distributed in lieu of any fractional share based upon Fair
Market Value as of the date of distribution.
6.6 Predecessor Deferred Benefit Account. Amounts credited to a Predecessor
Deferred Benefit Account shall be distributed in accordance with the applicable
elections made under the Predecessor Plan.
6.7 Early Payments. Notwithstanding any provision of this Plan to the
contrary, the Plan Committee shall direct the trustee of any trust established
pursuant to Paragraph 10.6 hereof, to distribute to any Director (or
Beneficiary) in the form of an immediate single-sum payment all or any portion
of the amount then credited to a Director's affected Deferred Benefit Account
or Accounts, as the case may be, if an Adverse Determination is made with
respect to such Director. For this purpose, the term "ADVERSE DETERMINATION"
shall mean that, based upon Federal tax or revenue law, a published or private
letter ruling or similar announcement issued by the Internal Revenue Service, a
regulation issued by the Secretary of the Treasury, a decision by a court of
competent jurisdiction, a closing agreement made under Section 7121 of the Code
that is approved by the Internal Revenue Service and involves such Director of
a determination of counsel, a Director has or will recognize income for Federal
income tax purposes with respect to any amount that is or will be payable under
this Plan before it is otherwise to be paid hereunder.
Notwithstanding the provisions of this Paragraph 6.7, any payment on account
of an adverse determination shall be made in accordance with an opinion of
counsel that such payment complies with any restrictions or limitations imposed
under applicable Federal or state securities laws.
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ARTICLE VII
OPTIONS
7.1 Definitions. The term "Option" shall mean the right to purchase shares of
Common Stock from the Corporation. Options granted hereunder shall be
nonqualified stock options. All such Options shall comply with the provisions
of Section 7.2 hereof.
7.2 Provisions Relating to Options. Options shall be granted to each Director
hereunder, subject to the following terms and conditions:
a. Date of Grant. Options hereunder shall be granted annually as of each
Stock Transfer Date, provided the recipient thereof is a Director as of
such date.
b. Option Price. The price of any Options granted hereunder shall equal
the Fair Market Value of Common Stock, determined as of the date of grant.
c. Amount. The number of shares of Common Stock subject to each Option
grant hereunder shall equal 1,000 shares, which amount shall be subject to
adjustment as provided in Paragraph 3.2 hereof.
d. Exercise. Except as provided in Paragraph 7.3, options granted
hereunder shall be exercisable six months and one day from the date of
grant and shall expire ten years from the date of grant.
e. Agreement. Options granted hereunder shall be evidenced by a written
agreement between the Plan Committee and each Director.
7.3 Early Termination of Options. Notwithstanding the provisions of Paragraph
7.2d to the contrary, if a Director dies while in office, any Options granted
hereunder shall expire one year from the date of death. Futher, if a Cause
occurs with respect to any Director, Options granted hereunder which are
unexercised as of the occurrence of such Cause shall be forfeited. For this
purpose "Cause" means that a Director is found guilty by a court of competent
jurisdiction, pleads guilty or pleads nolo contendere to any act of fraud or
dishonesty against the Corporation or its Affiliates.
ARTICLE VIII
ADMINISTRATION
The Plan Committee shall have the power and authority to interpret the Plan,
to establish rules and regulations relating to the Plan, and to make any other
determination which it believes necessary or desirable in connection with the
administration of the Plan. Decisions by the Plan Committee concerning matters
relating to the Plan shall be final and conclusive on the Corporation, its
Affiliates and all Directors and Beneficiaries hereunder.
ARTICLE IX
GENERAL PROVISIONS
9.1 Effective Date and Term. Except as to amounts attributable to the
Predecessor Plan, this Plan shall become effective (the "Effective Date") upon
its approval by the affirmative vote of the holders of a majority of the Common
Stock of the Corporation at a meeting of its stockholders. No Common Stock
shall be transferred, Common Stock Credits allocated to any Deferred Benefit
Account, or Options granted, prior to the Effective Date.
Unless earlier terminated under Paragraph 10.1 hereof, the Plan shall remain
in effect until the earlier of the date on which (a) all shares of Common Stock
subject to the Plan have been issued hereunder, or (b) ten years from the
Effective Date.
9.2 Additional Conditions. Notwithstanding any provision of the Plan to the
contrary:
a. The Corporation may, at the time of the issuance of shares of Common
Stock, require a Director to deliver to the Corporation a written
representation of present intent to hold or acquire shares of Common Stock
solely for the account of the Director for investment purposes and not for
distribution; and
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b. If at any time the Corporation determines, in its sole discretion,
that (i) the listing, registration or qualification (or any updating of any
such document) of shares of Common Stock is necessary on any securities
exchange or under any federal or state securities or blue sky law, or (ii)
the consent or approval of any governmental regulatory body is necessary or
desirable as a condition of, or in connection with, issuance of shares of
Common Stock, such shares shall not be issued unless such listing,
registration, qualification, consent or approval is effected or obtained
free of any conditions not acceptable to the Corporation.
9.3 Restrictions on Transfer. Notwithstanding any provision of this Plan to
the contrary, Common Stock acquired by a Director (or a Beneficiary) hereunder
shall not be subject to transfer, sale, assignment, pledge or other encumbrance
for a period of two years after distribution from the Plan, and such stock
shall bear such legends or otherwise be subject to such agreements as the
Corporation may reasonably require to evidence such restriction.
Notwithstanding the foregoing, the Corporation may permit the earlier transfer
or other disposition of Common Stock distributed hereunder upon receipt of an
opinion of counsel in a form satisfactory to the Corporation or upon the
registration of the Common Stock subject to the Plan.
ARTICLE X
MISCELLANEOUS
10.1 Termination of Plan. The Board of Directors of the Corporation, upon
written notice to all Directors and the Plan Committee, shall have the right,
at any time, to terminate this Plan. Such termination shall become effective
when authorized by the Board of Directors of the Whitney Holding Corporation
and when written notice is given to all Directors.
In the event of any such termination, the deferral of Fees hereunder shall
immediately cease. Each Director shall receive the value of his Deferred
Benefit Account as of the Determination Date which is at least six months after
the date of termination. Such distribution shall be made in the form of an
immediate single-sum payment, and amounts allocated to Common Stock Credits
shall be distributed in the form of Common Stock, with cash distributed in lieu
of a fractional share.
10.2 Inurement. This Plan shall be binding upon and shall inure to the
benefit of the Corporation and each Director hereto and their respective heirs,
executors, administrators, successors and assigns.
10.3 Amendment. The Board of Directors of the Corporation may amend the Plan
at any time to cause the Plan to comply with the requirements of Rule 16 b-3 of
the Securities Exchange Act of 1934, as amended. Otherwise, no amendment or
discontinuance by the Board of Directors shall change, impair or adversely
affect shares of Common Stock previously transferred to any Director without
such Director's prior consent. Further, no such amendment shall (a) increase
the maximum number of shares of Common Stock which may be issued to all or any
Director under the Plan, (b) change or expand the types of benefits under the
Plan, (c) change the class of persons eligible to receive benefits under the
Plan, or (d) materially increase the benefits accruing to Directors under the
Plan, without the consent of the shareholders of the Corporation.
10.4 Transfer of Rights. No interest or expectancy in the Plan, including the
anticipation of the transfer of Common Stock in accordance with Article IV
hereof, shall be subject to transfer, pledge or assignment, other than by will
or the laws of descent and distribution and in accordance with the terms of the
Plan, and the Corporation shall not recognize any such assignment, pledge or
transfer. During a Director's lifetime, Common Stock shall be transferred only
to a Director (or guardian or legal representative of such Director).
10.5 Governing Law. This Plan is governed by the laws of the State of
Louisiana, in all respects, including matters of construction, validity and
performance.
10.6 Funding. The Corporation may, in its discretion, establish a trust in
connection with the adoption of this Plan. Each year during the continuance of
this Plan, the Corporation may contribute amounts to such trust in order to
fund its obligations hereunder.
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The property comprising the assets of any such trust shall, at all times,
remain the property of such trust. The trustee of any such trust shall
distribute the assets comprising such trust in accordance with the provisions
of this Plan and the trust agreement, as instructed by the Plan Committee, but
in no event shall such trustee distribute the assets of any such trust to or
for the benefit of the Corporation, except as provided in any applicable trust
agreement.
No Director (or any Beneficiary) shall have any right to, or claim under or
against, the assets held in trust to help defray the cost incurred in providing
benefits under this Plan. Any such property shall be, and remain, a general,
unpledged asset of the Employer or the trust, as the case may be.
EXECUTED this 23 day of March, 1994, in multiple counterparts, each of which
shall be deemed an original.
WHITNEY HOLDING CORPORATION
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WHITNEY HOLDING CORPORATION SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Lloyd J. Abadie, Richard C. Hart
P and George J. Mayer, and each of them, proxies with full power of P
substitution, to represent and to vote all shares of Common Stock
R of Whitney Holding Corporation which the undersigned is entitled R
to vote at the Annual Meeting of Shareholders of said corporation
O to be held on April 27, 1994 or any adjournments thereof (1) as O
hereinafter specified upon the proposals listed below and (2) in
X their discretion upon such other business as may properly come X
before the meeting.
Y Y
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE FOLLOWING PROPOSALS:
1. Election of one director to serve until the 1999 Annual
Meeting, or until his successor is elected and qualified.
For the nominee listed Withhold
below (except as authority to
indicated to the votefor the
contrary below) [_] nominee listed
below [_]
Term expiring 1999: Harry J. Blumenthal, Jr.
(INSTRUCTION: To withhold authority to vote for the nominee,
write the nominee's name on the line below.)
------------------------------------------------------------
2. Ratification of the selection of Arthur Andersen & Co., as
independent public accountants for 1994.
FOR[_] AGAINST[_] ABSTAIN[_]
(Continued And To Be Signed On Other Side)
<PAGE>
3. Proposal to approve the Whitney Holding Corporation
Directors' Compensation Plan.
FOR[_] AGAINST[_] ABSTAIN[_]
P WHEN PROPERLY EXECUTED AND RETURNED, THIS PROXY WILL BE VOTED IN P
THE MANNER SPECIFIED THEREON. IF NO MANNER IS SPECIFIED, THE PROXY
R WILL BE VOTED FOR PROPOSALS 1, 2, AND 3. R
O Date _______________, 1994. O
X ___________________________ X
SIGNATURE OF SHAREHOLDER
Y NOTE: Please sign as your Y
name appears hereon. If
shares are held by joint
tenants, both should sign.
When signing as attorney,
executor, administrator,
trustee or guardian,
please give your full ti-
tle as such. If a corpora-
tion, please sign in full
corporate name by autho-
rized officer. If a part-
nership, please sign in
full partnership name by
authorized person.
