WHITNEY HOLDING CORP
10-Q, 1995-11-13
NATIONAL COMMERCIAL BANKS
Previous: WHITEHALL CORP, 10-Q, 1995-11-13
Next: WISCONSIN ELECTRIC POWER CO, 10-Q, 1995-11-13



<PAGE>

                            November 13, 1995







Securities and Exchange Commission
450 Fifth St., N.W.
Judiciary Plaza
Washington, D.C.  20549-1004

Via Edgar Electronic Filing System

                                                      In Re:  File Number 0-1026
                                                              ------------------

Gentlemen:

     Pursuant  to   regulations   of  the  Securities  and  Exchange Commission,
submitted   herewith  for  filing  on  behalf  of  Whitney  Holding  Corporation
(the "Company")  is  the  Company's  Report  on  Form 10-Q for  the period ended
September 30, 1995.

     This  filing is being  effected by direct transmission  to the Commission's
EDGAR System.

                                   Sincerely,


                                   /s/ Edward B. Grimball
 
                                   Edward B. Grimball
                                   Executive Vice President &
                                   Chief Financial Officer
                                   (504) 586-7570

EBG/drm




<PAGE>



                                    FORM 10-Q

                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

       [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 1995

                                     OR

       [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____________________to___________________________
                              
Commission file number 0-1026


                         WHITNEY HOLDING CORPORATION
           (Exact name of registrant as specified in its charter)

                             Louisiana 72-6017893
         -------------------------------------------------------------- 
         (State or other jurisdiction of incorporation or organization)
                     (I.R.S. Employer Identification No.)


              228 St. Charles Avenue, New Orleans, Louisiana 70130
         -------------------------------------------------------------- 
                    (Address of principal executive offices)
                                  (Zip Code)


                               (504) 586-7272
         -------------------------------------------------------------- 
             (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding  twelve 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 X   No
                                      ---    ---
 
The Company has only one class of common stock, of which 14,847,422  shares were
outstanding on October 31, 1995.

An exhibit index appears on page 17.


                             Page 1 of 20 Pages
<PAGE>



WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
TABLE OF CONTENTS

                                                                            Page
<S>                                                                          <C>
Part I.  Financial Information

    Item 1. Financial Statements:
                  Consolidated Balance Sheets..................................3
                  Consolidated Statements of Operations........................4
                  Consolidated Statements of Cash Flows........................5
                  Notes to Financial Statements................................6

    Item 2. Management's Discussion and Analysis of Financial Condition
                  and Results of Operations....................................8


Part II.  Other Information

    Item 6. Exhibits and Reports on Form 8-K..................................17

Signature.....................................................................19
</TABLE>

                             Page 2 of 20 Pages

<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)


                                                                                                      September 30,   December 31,
 ASSETS                                                                                                   1995           1994
                                                                                                      -------------   ------------
                                                                                                       (unaudited)
<S>                                                                                                       <C>            <C>
 Cash and due from financial institutions..........................................................       $175,568       $196,850

 Investment in securities:
      Securities available for sale (at fair value)................................................        131,669        137,335
      Securities held to maturity (fair value of $1,240,961 in 1995 and $1,350,581 in 1994)........      1,237,348      1,395,643

 Federal funds sold................................................................................         11,300         17,600

 Loans.............................................................................................      1,259,609      1,060,167
 Less reserve for possible loan losses.............................................................         34,112         34,425
                                                                                                      -------------   ------------
    Loans, net.....................................................................................      1,225,497      1,025,742

 Bank premises and equipment, net..................................................................         69,248         63,209
 Other real estate owned, net......................................................................          5,136          6,685
 Accrued income receivable.........................................................................         29,086         31,580
 Other assets......................................................................................         53,910         38,013
                                                                                                      -------------   ------------

           TOTAL ASSETS............................................................................     $2,938,762     $2,912,657
                                                                                                      =============   ============

 LIABILITIES

 Deposits:
      Non-interest-bearing demand deposits.........................................................       $791,442       $768,811
      Interest-bearing deposits....................................................................      1,633,787      1,642,252
                                                                                                      -------------   ------------
          Total deposits...........................................................................      2,425,229      2,411,063

 Federal funds purchased and securities sold under repurchase agreements..........................         157,886        179,806

 Dividends payable.................................................................................          2,966          2,488

 Other liabilities.................................................................................         23,154         21,621
                                                                                                      -------------   ------------

           TOTAL LIABILITIES.......................................................................     $2,609,235     $2,614,978
                                                                                                      -------------   ------------


 SHAREHOLDERS' EQUITY
 Common stock, no par value: 40,000,000 shares authorized, 15,396,964 shares
     issued and 14,832,410 shares outstanding in 1995, 15,242,505 shares issued
     and 14,634,701 shares outstanding in 1994.....................................................         $2,800         $2,800

 Capital surplus...................................................................................         56,164         51,608

 Retained earnings.................................................................................        278,507        256,041

 Net unrealized gain (loss) on securities available for sale, net of tax effect of $(9) in.........
     1995 and $2,755 in 1994.......................................................................             16         (5,118)
                                                                                                      -------------   ------------

           Total...................................................................................        337,487        305,331

 Treasury stock at cost, 564,554 shares in 1995 and 607,804
    shares in 1994, and unearned restricted stock compensation.....................................          7,960          7,652
                                                                                                      -------------   ------------

           TOTAL SHAREHOLDERS' EQUITY..............................................................       $329,527       $297,679
                                                                                                      -------------   ------------

           TOTAL LIABILITIES AND
                 SHAREHOLDERS' EQUITY..............................................................     $2,938,762     $2,912,657
                                                                                                      =============   ============

The accompanying notes are an integral part of these financial statements.

</TABLE>




                             Page 3 of 20 Pages

<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS


(in thousands, except per-share amounts, unaudited)                              FOR THE 3 MONTHS            FOR THE 9 MONTHS
                                                                                ENDED SEPTEMBER 30,         ENDED SEPTEMBER 30,
                                                                                  1995          1994          1995          1994
                                                                             ----------     ---------    ----------     ---------
<S>                                                                          <C>            <C>          <C>           <C>
INTEREST INCOME
Interest and fees on loans.................................................     $28,871       $23,198       $79,049       $61,442
Interest and dividends on investments-                                     
      U.S. Treasury and agency securities..................................      15,484        17,642        48,222        53,596
      Mortgage-backed securities...........................................       2,178         2,475         6,760         7,810
      Obligations of states and political subdivisions.....................       1,614         1,612         4,901         4,790
      Federal Reserve and corporate securities.............................         164           589           882         1,779
Interest on federal funds sold.............................................       1,300           494         2,271         1,978
                                                                             ------------------------    ------------------------
            TOTAL..........................................................     $49,611       $46,010      $142,085      $131,395
                                                                             ------------------------    ------------------------
                                                                                                                      
INTEREST EXPENSE                                                           
Interest on deposits.......................................................     $14,234       $11,560       $40,055       $33,207
Interest on federal funds purchased and securities                         
      sold under repurchase agreement......................................       2,454         1,578         7,311         5,105
                                                                             ------------------------    ------------------------
            TOTAL..........................................................     $16,688       $13,138       $47,366       $38,312
                                                                             ------------------------    ------------------------
Net interest income........................................................     $32,923       $32,872       $94,719       $93,083
Provision for possible loan losses:                                        
    Expense of providing loss reserves.....................................      -             -             -             -
    Loss reserve reduction.................................................     (10,000)       (6,139)      (10,000)      (16,139)
                                                                             ------------------------    ------------------------
Net interest income after provision for possible loan losses...............     $42,923       $39,011      $104,719      $109,222
                                                                             ------------------------    ------------------------
                                                                           
NON-INTEREST INCOME                                                        
Gain on sale of securities.................................................      $   -         $   -       $     -        $    44
Other non-interest income..................................................       7,539         7,651        23,653        24,974
                                                                             ------------------------    ------------------------
            TOTAL..........................................................      $7,539        $7,651       $23,653       $25,018
                                                                             ------------------------    ------------------------
                                                                           
NON-INTEREST EXPENSE                                                       
Salaries and employee benefits.............................................     $15,164       $13,526       $42,828       $39,911
Occupancy of bank premises, net............................................       1,953         1,795         5,553         5,128
Other non-interest expenses................................................      10,666        11,336        34,101        31,919
                                                                             ------------------------    ------------------------
            TOTAL..........................................................     $27,783       $26,657       $82,482       $76,958
                                                                             ------------------------    ------------------------
Income before income taxes.................................................     $22,679       $20,005       $45,890       $57,282
Income tax expense.........................................................       7,474         6,493        14,525        18,579
                                                                             ------------------------    ------------------------
Net income.................................................................     $15,205       $13,512       $31,365       $38,703
                                                                             ========================    ========================

Earnings per share                                                                $1.03         $0.93         $2.12         $2.66
                                                                             ========================    ========================

Weighted average number of
   shares outstanding......................................................  14,813,871    14,591,963    14,761,273    14,533,596
                                                                             ========================    ========================

The accompanying notes are an integral part of these financial statements.
</TABLE>





                             Page 4 of 20 Pages

<PAGE>
<TABLE>
<CAPTION>
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
                                                                                          For the 9 Months Ended  
                                                                                               September 30,
                                                                                            1995          1994
                                                                                       ---------------------------
<S>                                                                                    <C>          <C>
Cash flows from operating activities:
   Net income........................................................................  $     31,365 $      38,703
   Adjustments to reconcile net income to cash provided by (used in)                 
      operating activities:                                                          
      Depreciation...................................................................         5,505         4,788
      Provision for (Reduction of) reserves for possible loan losses.................       (10,000)      (16,139)
      Provision for (Reduction of reserves for)losses on OREO and other                
         problem assets..............................................................            56        (1,116)
      Amortization of intangible assets and unearned restricted stock                  
         compensation................................................................         2,604         3,280
      Amortization of premiums and discounts on investment securities, net...........        10,159        10,820
      Net gains on sales of OREO and other property..................................          (787)       (3,186)
      Gains on sales of securities...................................................             -           (44)
      Deferred tax expense (benefit).................................................         1,438         3,573
      Increase (Decrease) in accrued income taxes....................................         2,070          (473)
      (Increase) Decrease in accrued income receivable and other assets..............         1,185        (3,981)
      Increase (Decrease) in accrued expenses and other liabilities..................          (387)           89
                                                                                       ---------------------------
      Net cash provided by (used in) operating activities............................  $     43,208 $      36,314
                                                                                       ---------------------------
Cash flows from investing activities:                                                  
   Proceeds from maturities of investment securities held to maturity................  $    246,130 $     742,341
   Proceeds from maturities of investment securities available for sale..............        13,758        37,184
   Proceeds from sales of investment securities held to maturity.....................             0        10,064
   Purchases of investment securities held to maturity...............................       (77,867)     (719,526)
   Purchases of investment securities available for sale.............................       (15,353)      (10,100)
   Net (increase) decrease in loans..................................................      (146,374)       15,010
   Net (increase) decrease in federal funds sold.....................................        26,053       102,360
   Proceeds from sales of OREO and other property....................................         2,616        11,562
   Capital expenditures..............................................................        (8,734)       (4,025)
   Net cash (paid) received in business acquisition..................................        (3,695)       35,659
   Other.............................................................................           872           (38)       
                                                                                       ---------------------------
   Net cash provided by (used in) investing activities...............................  $     37,406 $     220,491
                                                                                       ---------------------------
Cash flows from financing activities:                                                  
   Net increase (decrease) in non-interest-bearing demand deposits...................  $      8,773 $     (45,933)
   Net increase (decrease) in interest-bearing deposits other than                     
      certificates of deposit........................................................      (123,890)     (149,700)
   Net increase (decrease) in certificates of deposit................................        39,774         3,352
   Net increase (decrease) in federal funds purchased and securities sold            
      under repurchase agreements....................................................       (21,920)      (68,600)
   Exercise of stock options.........................................................            59           213
   Sale of common stock under employee savings plan and dividend                     
      reinvestment plan..............................................................         3,694           282
   Dividends paid....................................................................        (8,386)       (6,278)
                                                                                       ---------------------------
   Net cash provided by (used in) financing activities...............................  $   (101,896)$    (266,664)
                                                                                       ---------------------------
                                                                                       
Net increase (decrease) in cash and cash equivalents.................................  $    (21,282)$      (9,859)
Cash and cash equivalents at the beginning of the period.............................       196,850       187,447
                                                                                       ---------------------------
Cash and cash equivalents at the end of the period...................................  $    175,568 $     177,588
                                                                                       ===========================
                                                                                       
Interest income received.............................................................  $    145,008 $     131,161
                                                                                       ===========================
                                                                                       
Interest expense paid................................................................  $     46,002 $      36,837
                                                                                       ===========================
                                                                                       
Net federal income taxes paid........................................................  $     11,020 $      15,448
                                                                                       ===========================
                                                                                       

The accompanying notes are an integral part of these financial statements.
</TABLE>


                             Page 5 of 20 Pages

<PAGE>



WHITNEY HOLDING CORPORATION AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS

(1)  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                  Whitney  Holding   Corporation  and  its   subsidiaries   (the
"Company") follow accounting and reporting  policies  generally  accepted within
the banking  industry.  The  consolidated  financial  statements  of the Company
include  the  accounts  of  Whitney  Holding  Corporation  and its  wholly-owned
subsidiaries, Whitney National Bank ("WNB") and Whitney Bank of Alabama ("WBA").
All  adjustments  have  been made  which,  in the  opinion  of  management,  are
necessary  to  fairly  state  the  financial  results  for the  interim  periods
presented.

    Pursuant to rules and regulations of the Securities and Exchange Commission,
certain financial  information and disclosures have been condensed or omitted in
preparing the  consolidated  financial  statements  presented in this  quarterly
report on Form 10-Q. The Company  recommends that these financial  statements be
read in conjunction  with the Company's  annual report on Form 10-K for the year
ended December 31, 1994.

    Certain  balances in prior  periods have been  reclassified  to conform with
this period's financial presentation.

(2)  RESERVE FOR POSSIBLE LOAN LOSSES

    Effective  January 1, 1995,  the  Company  adopted  Statement  of  Financial
Accounting  Standards ("SFAS") No. 114,  "Accounting by Creditors for Impairment
of a Loan," as  amended by SFAS No.  118.  Under  this new  standard,  a loan is
considered impaired when it is probable that all contractual amounts will not be
collected as they become due. The extent of  impairment  is measured  based on a
comparison of the recorded  investment in the loan with either the expected cash
flows  discounted using the loan's original  effective  interest rate or, in the
case of certain  collateral-dependent  loans,  the fair value of the  underlying
collateral.  The measure of  impairment  is included in the reserve for possible
loan losses.

    The  provisions  of SFAS No. 114 were not  applied by the Company to measure
impairment  for large groups of similar loans with  relatively  small  balances,
such as consumer  credit line loans and consumer  installment  loans. As allowed
under the standard, these loans may be collectively evaluated for impairment.

    The guidance in SFAS No. 114 does not represent a significant departure from
existing  procedures  followed by the Company in evaluating the overall adequacy
of the reserve for  possible  loan  losses.  Furthermore,  loans  evaluated  for
impairment  would  also meet the  criteria  currently  in use by the  Company to
identify loans on which the accrual of interest should be discontinued. As such,
the  adoption of this new standard had no  significant  impact on the  Company's
financial position or results of operations.

    For the third quarter of 1995, the recorded  investment in loans  identified
as impaired under SFAS No. 114 averaged  approximately $4.5 million.  The extent
of  impairment  of these  loans  measured  in  accordance  with SFAS No. 114 was
approximately $0.4 million at September 30, 1995. This amount is included in the
reserve for possible loan losses.



                             Page 6 of 20 Pages

<PAGE>



3)  MERGERS AND ACQUISITIONS

      On September 29, 1995,  the Company  entered into an agreement and plan of
merger with First Citizens Bancstock,  Inc. First Citizens is the parent company
of The  First  National  Bank  in St.  Mary  Parish  and  has  total  assets  of
approximately  $240 million,  $130  million  in  loans, total  deposits  of $200
million, and shareholders'  equity  of  $25 million.  The merger  is intended to
qualify   as  a   tax-free   reorganization  and  to be  accounted   for   as  a
pooling-of-interests.  Shareholders  of  First  Citizens  will  receive  Whitney
Holding   Corporation  common  stock  with  a  maximum  value  of  $67  million.
Consummation  of the  transaction  is subject  to  approval  by First  Citizens'
shareholders,  approval from appropriate  regulatory  agencies,  a due diligence
review by the Company,  and other customary conditions to closing. The merger is
expected to be completed during the first quarter of 1996.

    On  February   17,   1995,   Whitney   Bank  of  Alabama,   a  newly  formed
state-chartered  banking  subsidiary  of the Company,  purchased  the assets and
assumed the deposit liabilities of the five Mobile branch offices of The Peoples
Bank,  Elba,  Alabama.  The fair value of the tangible assets  acquired  totaled
approximately  $90  million,  including  $47 million in loans and $34 million in
investment  securities and federal funds sold. WBA assumed  non-interest-bearing
demand  deposits of $14 million and  interest-bearing  transaction,  savings and
time deposits  totaling $76 million.  The purchase price was  approximately  $12
million.  Operating  results  from the date of  acquisition  are included in the
accompanying consolidated statements of operations for 1995.

(4)  EARNINGS PER SHARE

    Earnings per share is calculated using the weighted average number of shares
outstanding  during each period  presented.  Potentially  dilutive  common stock
equivalents consist of stock options which have been granted to certain officers
and directors in prior  periods.  Incorporating  these common stock  equivalents
into the  calculation  of earnings per share using the treasury  method does not
materially  affect the  reported  results  on either a primary or  fully-diluted
basis.


                             Page 7 of 20 Pages

<PAGE>



MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SUMMARY

    Whitney Holding  Corporation earned $15.2 million or $1.03 per share for the
third quarter of 1995.  For the third quarter of 1994,  the Company earned $13.5
million  or $0.93 per  share.  The  quarterly  results  include  the  effects of
reductions  in the reserve for  possible  loan losses of $10 million in 1995 and
$6.1 million in 1994.  Year to date  through  September  30,  1995,  the Company
earned  $31.4  million or $2.12 per share as compared to $38.7  million or $2.66
per  share  for  the  comparable  period  in  1994,  including  the  effects  of
year-to-date  reserve  reductions  of $10  million in 1995 and $16.1  million in
1994.

    The following compares the annualized return on average total assets and the
return on  average  shareholders'  equity  for the  three-month  and  nine-month
periods  ended  September  30,  1995 and 1994.  Tax-effected  loan loss  reserve
adjustments were annualized in calculating these returns.
<TABLE>
<CAPTION>

                                                               1995     1994
                                                             ------   ------
<S>                                                          <C>      <C>
Return on average assets:
    Third quarter -
   Total return                                               2.03%    1.83%
     Return, before effect of reserve reduction               1.16%    1.29%
    Year to date -
     Total return                                             1.43%    1.74%
     Return, before effect of reserve reduction               1.13%    1.27%

Return on average shareholders' equity:
    Third quarter -
     Total return                                            18.80%   18.90%
     Return, before effect of reserve reduction              10.76%   13.32%
    Year to date -
     Total return                                            13.45%   18.89%
   Return, before effect of reserve reduction                10.67%   13.77%
</TABLE>

    Non-performing  assets  continued  their steady decrease of the past several
years  throughout  the  first  nine  months  of 1995.  At  September  30,  1995,
non-performing assets were $14.1 million, down $8.0 million or approximately 36%
from year end 1994,  and down $10.9 million or 44% from  September 30, 1994. The
reserve for possible  loan losses was $34.1  million on September  30, 1995,  an
amount which represented 383% of  non-performing  loans and 2.7% of total loans.
At year end 1994, the reserve coverage was 224% of non-performing loans and 3.3%
of total loans.

    Average  earning  assets for the quarter  ended  September  30, 1995 totaled
$2.68 billion, a modest increase of $39.9 million or 1.5% from the third quarter
of  1994,  which  primarily  reflects  a  temporary  reduction  during  the 1994
quarterly  period in funds  available  for purchase  from  traditional  sources.
Average earning assets  decreased $41.1 million from $2.68 billion for the first
nine months of 1994 to $2.64  billion for the  comparable  period in 1995.  This
decrease  reflects  both the funding of an overall net deposit  outflow  between
these periods as well as a reduction in the availability of  correspondent  bank
funding sources because of both industry  consolidation and a general tightening
in industry liquidity as economic conditions improved.

    Average loans  outstanding were $1.20 billion for the third quarter of 1995,
an  increase of $47.8  million or 4.1% over the second  quarter of 1995 and $209
million  or  21.1%  over  the  third  quarter  of  1994.  This  loan  growth  is
attributable both to strengthening  loan demand in the Company's market areas as
well as to the acquisition in Mobile,  which added  approximately $47 million to
the Company's loan portfolios in February, 1995. At September

                             Page 8 of 20 Pages

<PAGE>



30,  1995,  total  loans  outstanding  were $1.26  billion,  an increase of $199
million or 18.8% over the $1.06 billion of total loans outstanding at the end of
1994.

    Average  total  deposits  in the third  quarter of 1995 were $2.44  billion,
which  represents an increase of $28.3  million over 1995's  second  quarter and
essentially  no change from the third  quarter of 1994.  Excluding  the deposits
acquired in the Mobile transaction, there was a decrease in average deposits for
both the  quarterly and  year-to-date  periods in 1995 in comparison to 1994, as
the rise in market interest rates during 1994 fostered disintermediation of some
deposit  funds  as  depositors  sought  higher  yielding  alternative investment
instruments.

    The growth in average loans  outstanding in 1995 not related to acquisitions
and the net  deposit  outflows  relative  to 1994  were  funded  primarily  from
maturities  of  investment  securities.  The  Company's  average  investment  in
securities  totaled  $1.39  billion for the third quarter of 1995, a decrease of
$61.6 million or 4.3% from the second  quarter of 1995 and $215 million from the
third quarter of 1994. At September 30, 1995, the total investment in securities
was $1.37 billion, a decrease of $164 million or 10.7% from year end 1994.

      On September 29, 1995,  the Company  entered into a merger  agreement with
First  Citizens  Bancstock,  Inc.,  the parent of The First National Bank in St.
Mary Parish  ("FNB").  FNB, which will merge into WNB,  operates  eleven banking
locations in south  Louisiana,  with branches in St. Mary,  East Baton Rouge and
Iberia  Parishes and a loan production  office in Orleans Parish.  FNB has total
assets of  approximately  $240 million,  $130 million in loans,  total  deposits
of $200 million, and shareholders' equity of $25 million. The merger is intended
to qualify  as a tax-free  reorganization and to be accounted  for as  a pooling
of interests.  Shareholders  of First  Citizens  will  receive  Whitney  Holding
Corporation  common  stock  with  a  maximum  value of $67 million.  Consumation
of  the  transaction is  subject  to approval  by First  Citizens' shareholders,
approval from appropriate  regulatory  agencies,  a due diligence review  by the
Company,  and other customary conditions to closing. The  merger is  expected to
be completed during the first quarter of 1996.

    On  February   17,   1995,   Whitney   Bank  of  Alabama,   a  newly  formed
state-chartered  banking  subsidiary  of the Company,  purchased  the assets and
assumed the deposit liabilities of the five Mobile branch offices of The Peoples
Bank,  Elba,  Alabama.  The fair value of the tangible assets  acquired  totaled
approximately  $90  million,  including  $47 million in loans and $34 million in
investment  securities and federal funds sold. WBA assumed  non-interest-bearing
demand  deposits of $14 million and  interest-bearing  transaction,  savings and
time deposits  totaling $76 million.  The purchase price was  approximately  $12
million.  Operating  results  from the date of  acquisition  are included in the
accompanying consolidated statements of operations for 1995.

    On March 31, 1994,  the Company and WNB purchased  substantially  all of the
assets and assumed the deposits  and certain  other  liabilities  of Baton Rouge
Bank and Trust Company.  Included in the tangible  assets  acquired,  whose fair
value  totaled  approximately  $118  million,  were  cash and cash  items of $41
million,  investment  securities and federal funds sold of $13 million,  and $59
million in loans,  as well as six banking  offices in the Baton Rouge area.  The
deposits  assumed  included  approximately  $24 million in  non-interest-bearing
demand  deposits and $94 million in  interest-bearing  transaction,  savings and
time  deposit  accounts.  As  part  of  the  acquisition  price,  which  totaled
approximately $9 million,  Whitney Holding  Corporation  issued 90,909 shares of
its common  stock with a value of $2 million.  The  operating  results from this
acquisition  were  reflected  in  the  Company's   consolidated   statements  of
operations beginning with the second quarter of 1994.

    The Company declared cash dividends of $0.20 per share for each of the first
three  quarters of 1995.  This  represents an increase of 18% over the $0.17 per
share  dividend  declared  for the third and fourth  quarters  of 1994 and a 33%
increase over the $0.15 per share dividend in each of 1994's first two quarters.


                             Page 9 of 20 Pages

<PAGE>



FINANCIAL CONDITION

Loans

    With improvement in economic  conditions in the Company's market area, which
is primarily  southern  Louisiana and Mississippi  and, most recently,  southern
Alabama,  together with a more aggressive effort to market the Banks' retail and
commercial  loan  products,  the  Company  experienced  growth in average  loans
outstanding  of $178  million  or 18.4% for the first  nine  months of 1995 when
compared  to the same  period  of 1994 and $209  million  or 21.1% for the third
quarter  of 1995  when  compared  to  1994's  third  quarter.  The  Baton  Rouge
acquisition in March,  1994 and the Mobile  acquisition  in February,  1995 also
contributed to the growth in average loans.

    Total loans  outstanding  of $1.26  billion at September  30, 1995 were $199
million above the total  outstanding at year end 1994 and $222 million above the
total  of a  year  earlier.  During  1994,  the  Company  expanded  its  lending
resources,  market areas and loan products,  and management  expects to continue
these  efforts  throughout 1995 and 1996 as the  Banks  compete  to  place  high
quality credits in the communities they serve.

Deposits and Short-Term Borrowings

    As is shown in Table 1, the Company's  average  total  deposits  outstanding
were $2.44 billion in the third  quarter of  1995,  essentially  unchanged  from
the third quarter of 1994, despite the  impact of  the  Mobile acquisition.  For
the first nine months of 1995 average  total deposits  decreased  $53.6  million
from  the same  period in  1994. Savings  deposits  and  NOW and  MMDA  deposits
decreased $115 million between the 1994 and 1995 third quarters and $120 million
year  to  date.  These  decreases  reflect a typical customer  response  to  the
higher-rate investment alternatives that  became available during the past year,
and the decreases have moderated as market rates have eased in the current year.
Average time deposits,  which includes both core deposits  and  certificates  of
deposit of $100,000  and over,  increased  $71.5 million  for the  third quarter
of 1995 and  $56.2  million  year to date when compared  to the same  periods in
1994.  Core  certificates  of deposit  of  under  $100,000  exhibited  the  most
significant growth within the time deposit category. The growth in time deposits
is generally consistent with the expected impact of the Mobile transaction.

    The Company's  short-term  borrowings  consist of purchases of federal funds
and sales of securities under repurchase agreements.  Such borrowings are both a
source of funding  for certain  short-term  lending  facilities  and part of the
Company's  services to correspondent  banks and other  customers.  For the third
quarter of 1995,  average  short-term  borrowings  increased  $15.2 million over
1994's third quarter  reflecting mainly a temporary  scarcity of available funds
from  traditional  sources  during  the 1994  period.  Year to date in 1995 such
borrowings have decreased  $24.7 million as compared to 1994. This  year-to-date
decrease  can be  attributed  in  part to  improved  economic  conditions  and a
corresponding increase in demand for funds that would otherwise be available for
sale  to  the  Company  and  in  part  to  the  loss  of  certain  correspondent
relationships to consolidation within the banking industry.

Investment in Securities

    The Company's total  investment in securities was $1.37 billion at September
30,  1995, a decrease of  approximately  $164 million or 10.7% from the December
31,  1994  total of $1.53  billion.  The  average  total  investment  securities
portfolio  outstanding  declined  $215 million for the third quarter of 1995 and
$198  million  for the first nine  months of the year when  compared to the same
periods in 1994.  Funds from maturing  investments,  particularly U. S. Treasury
and government agency securities and mortgage-backed  securities, have been used
to satisfy increased loan demand and net deposit outflows.

    The mix of  period-end  and  average  investments  has  remained  relatively
stable,  with  U.  S.  Treasury  and  government  agency  securities,  excluding
mortgage-backed  issues,  representing  approximately  81%  of the  totals.  The
weighted-average maturity of the overall portfolio of securities was 24.4 months
at September  30, 1995 as  compared  to 29.0 months at September 30, 1994. As is
shown in Table 1, the  weighted-average  taxable-equivalent  portfolio yield was

                             Page 10 of 20 Pages

<PAGE>



5.83% for  both  the  third  quarter  and first  nine  months  of 1995, a modest
increase of from 8 to 11 basis points  over the yields in the comparable periods
of 1994.

Asset Quality

    Overall asset quality has exhibited a trend of steady  improvement  over the
past four years. As is shown in Table 2, this trend  continued  during the first
nine months of 1995.  Non-performing  assets  totaled $14.1 million at September
30, 1995,  which was $8.0 million or  approximately  36% below the $22.1 million
total at year end 1994 and $10.9 million or 44% lower than the total from a year
earlier.  For the first nine months of 1995, the Company recovered $10.6 million
of previously  charged-off  loans. For the same period,  the Company  identified
only $2.7  million of loans to be charged  off,  resulting  in a net recovery of
$7.9 million year to date through  September 30, 1995.  The Company was in a net
recovery  position of  approximately  $14.3 million for the first nine months of
1994,  with  recoveries of $17 million offset by identified  charge-offs of only
$2.7 million.

    The reserve for possible loan losses is  maintained  at a level  believed by
management to be adequate to absorb potential losses in the portfolio.  With the
significant recoveries in both the third quarter of 1995 and the first and third
quarters of 1994 and the  improvement in overall asset quality,  the Company was
able to return to income $10 million  in 1995 and $16.1  million  in 1994 of the
reserve for possible loan losses in the respective periods. No provision expense
was required for the third quarter of 1995 and 1994 or for the first nine months
of each  year. The  reserve  for  possible  loan  losses  represented   383%  of
non-performing  loans at  September  30,  1995.  At year end 1994  this  reserve
coverage was 224%.

    Whitney  National Bank has several  property  interests  which were acquired
through  routine  banking  transactions  generally  prior to 1933 and  which are
recorded in its financial  records at a nominal  value.  Management  continually
investigates  ways to maximize the return on these assets.  The operating income
from these property interests, which include mineral rights and real estate, was
approximately  $127,000  for the first nine months of 1995 and  $120,000 for the
same period in 1994. No significant  dispositions  of these  property  interests
were made  during the year ended  December  31, 1994 or the first nine months of
1995. Future dispositions may result in the recognition of substantial gains.

Capital Adequacy

    The Company's risk-based regulatory capital ratios declined slightly between
December 31, 1994 and September 30, 1995. This decline is attributable mainly to
the  acquisition  of  intangible  assets as part of the  purchase  of the Mobile
banking  operations  in February,  1995.  Intangible  assets  generally  must be
deducted  from  both  regulatory   capital  and   risk-weighted   assets  before
calculating  regulatory  capital ratios.  Also contributing to this decrease was
the  shift  in  the asset mix from investments to loans, and loans are generally
assigned a risk-weighting higher than investment securities in the capital ratio
calculation.

    The  Company's  regulatory  capital  ratios are shown here  compared  to the
minimums   that  are   currently   required  to  be  eligible   for   regulatory
classification  as a "well  capitalized"  institution.  The  regulatory  capital
ratios  for the  Banks  were also well in  excess  of  minimum  requirements  at
September 30, 1995.
<TABLE>
<CAPTION>

                                                                  Required for
                            September 30,       December 31,    well-capitalized
                                 1995               1994          institution
                            ------------      ---------------   ----------------
<S>                             <C>               <C>                <C> 
Tier 1 risk-based
    capital ratio               18.85%            20.70%              6.00%

Total risk-based
    capital ratio               20.11%            21.97%             10.00%

Tier 1 leverage
    capital ratio               10.42%             9.84%              5.00%
</TABLE>

                             Page 11 of 20 Pages

<PAGE>



RESULTS OF OPERATIONS

Net Interest Income

    Taxable-equivalent  net  interest  income for the third  quarter of 1995 was
virtually  unchanged from the same period of 1994,  increasing  $59,000 or 0.2%.
For the  first  nine  months of 1995,  taxable-equivalent  net  interest  income
increased $1.7 million or 1.8% over the comparable 1994 period. The current year
taxable-equivalent net interest margin has increased over the prior year both in
the third quarter,  to 5.03% from 4.80%,  and for the  year-to-date  period,  to
4.93% from 4.74%. A combination of factors  contributed to these increases,  the
components of which are detailed in Table 1.

    Taxable-equivalent  loan interest  income  increased $5.7 million or 24% for
the third  quarter  and $17.6  million or 29% for the first nine  months of 1995
when compared to 1994. Approximately 64% of the year-to-date increase was driven
by the $178 million  growth in average  loans  outstanding,  with the  remaining
portion  driven  by the  rise  in the  effective  yield  on the  Company's  loan
portfolio.  Market  interest  rates  generally  rose  throughout  1994  but have
moderated  somewhat  during  1995,  and  weighted-average  bank prime rates were
approximately  1.9  percentage  points  higher for the first nine months of 1995
when compared to the same period in 1994.  The effective  yield on the Company's
average loan  portfolio,  approximately  41% of which  reprices  with changes in
prime, increased approximately 0.83 of a percentage point over this same period.
Included in loan  interest  income and in the  effective  yield  calculation  is
interest recognized as cash payments are received on certain nonaccrual loans or
as workout  efforts on  nonaccrual  loans  yield  results in excess of  previous
expectations.  Interest recognized on nonaccrual loans for the first nine months
of 1995 decreased $2.8 million from 1994.

    Taxable-equivalent  interest income on investment securities in 1995's third
quarter  decreased $2.9 million or 12.5% from the third quarter of 1994. For the
first nine months of 1995, the decrease in investment  interest  income was $7.2
million or 10.1% from 1994.  These  decreases are consistent with the reductions
in the average investment in securities outstanding between 1994 and 1995, which
totalled $214  million  for the quarter  and $198  million for the  year-to-date
period. Because of its maturity structure,  the effective yield on the Company's
investment  securities  portfolio  is not as  immediately  responsive  to rising
or falling market rates  as are its loan yields. The  effective  portfolio yield
was 5.83% for the third  quarter of 1995 as well as for the year-to-date period,
an increase of 8 and 11 basis  points,  respectively,  over the  yields  for the
comparable periods in 1994.

    Interest expense increased approximately $3.6 million or 27% in 1995's third
quarter as compared to the third quarter of 1994.  Year-to-date interest expense
through  September 30, 1995 also increased over the comparable  1994 period,  by
$9.1 million or 24%. The increased  expense in 1995 came despite a decrease from
1994 in average  interest-bearing  liabilities outstanding of $26 million in the
third quarter and $88 million for the year-to-date period. The increases reflect
the impact of rising rates during 1994,  the rate  structures  of the markets in
which the Company has made acquisitions since the beginning of 1994, and a shift
in the deposit mix toward core time  deposits from other lower cost core deposit
categories,  a shift which is also partly  attributable to recent  acquisitions.
The overall cost of funds rate on interest-bearing liabilities was 3.62% for the
third quarter of 1995 and 3.47% year to date.  This  represents  increases  over
1994 cost of funds rates of 81 basis  points for the quarter and 79 basis points
year to date.

Other Income and Expense

    Total  non-interest  income decreased sightly from $7.7 million in the third
quarter of 1994 to $7.5 million in 1995.  Excluding  the net gain  recognized on
sales  of OREO in 1994 of $0.3  million,   non-interest  income  increased  $0.2
million or 2.4% in 1995 over the third quarter of 1994.  Excluding  year-to-date
net  gains on OREO  sales of $0.8  million  in 1995  and $3.2  million  in 1994,
non-interest  income for the first nine months of 1995  increased  approximately
$1.1 million or 4.7%,  to $22.9  million  from $21.8  million for the first nine
months of 1994.

    Income from service  charges on deposit  accounts,  which accounted for more
than  half of  adjusted  non-interest  income  in each of  these  quarterly  and
year-to-date  periods,  decreased  slightly between 1994 and 1995,  largely as a
result of  increases in the  earnings  credit rate  applied to business  account
balances. Fee income from credit card

                             Page 12 of 20 Pages

<PAGE>



related operations,  automated teller services,  and from services which support
the international  activities of the Company's  customers increased from 1994 to
1995 for both the quarterly and year-to-date  periods,  reflecting both economic
conditions  as well as the  successful  marketing  of  existing  and new banking
products and services.

    Salaries and employee benefits expense totaled  approximately  $15.2 million
for the third quarter of 1995 compared to $13.5 million for the third quarter of
1994, an increase of $1.6 million or 12.1%. This increase is attributable to the
accrual of certain management incentives, the new banking operations acquired in
Mobile, key staff additions and regular merit increases. Year to date, there was
an increase in this expense category of $2.9 million or 7.3% for 1995, primarily
as a result of acquisitions and regular salary adjustments.

    Non-interest expense, other than personnel-related expenses,  decreased $0.5
million in the third  quarter of 1995 when compared to 1994's third  quarter.  A
decrease in the premium  rate  schedule for FDIC  deposit  insurance,  which was
effective for the third quarter of 1995,  reduced the Company's  quarterly  FDIC
insurance  expense by approximately  $1.4 million.  Excluding the impact of this
reduction,  non-interest  expense increased  approximately  $0.9 million between
these quarterly periods.

    For the  first  nine  months  of  1994,  non-interest  expense,  other  than
personnel-related  expenses,  increased $2.6 million over the  comparable  prior
year  period.   In  1994,  the  Company  was  in  a  net  recovery  position  of
approximately  $1.1 million with  respect to  provisions  for losses on OREO and
other problem  assets,  while in 1995 there was  essentially  no net  provision.
Excluding  the  effect  of the net  recovery  in 1994  and  the  FDIC  insurance
reduction in 1995, the total increase in expenses between 1994 and 1995 was $2.8
million or 7.3% for the year-to-date period.

    Acquisitions added approximately $0.8 million to these non-interest expenses
for the third quarter of 1995 and $2.0 million for the year-to-date period, with
the increases  concentrated  primarily in occupancy expense,  marketing expense,
and the  amortization of intangible  assets.  Enhancements to the Company's data
processing  systems and automation  capabilities as well as expansion of its ATM
network contributed to a $0.5 million increase for the first nine months of 1995
in the  expense for  furnishings  and  equipment.  Taxes and  insurance  expense
increased  approximately $0.8 million for the year-to-date period in 1995 as the
Company's  earnings and increased  equity were added to the assessment base used
to compute certain state ad valorem taxes.  For the third quarter and first nine
months of 1995, the amortization  expense related to intangible  assets acquired
before 1994 decreased $0.6 million and $1.6 million, respectively, when compared
to the previous  year.  The net expense of  maintaining  and operating OREO also
decreased  between  1994 and 1995 for both  the  third  quarter  and  nine-month
periods, with the year-to-date decrease totaling approximately $0.7 million.

Income Taxes

    Including  the tax effect of  reductions  in the reserve for  possible  loan
losses,  the Company  provided for income taxes at an overall  effective rate of
31.7% for the first nine  months of 1995  compared  to 32.4% for the  comparable
period of 1994.  The  effective  rates in each period  differ from the statutory
rate of 35% primarily  because of the tax exempt income earned on investments in
state and municipal obligations.

Accounting Changes

    Effective  January 1, 1995,  the  Company  adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  114,  as  amended by SFAS No.  118,  which
addresses  the  accounting by creditors for  impairment  of certain  loans.  The
Company's  reserve for  possible  loan losses at September  30, 1995  includes a
measure of impairment related to those loans identified for evaluation under the
new  standard.  This  measurement  is  based  on a  comparison  of the  recorded
investment in each impaired loan with either the expected cash flows  discounted
using the loan's  original  effective  interest  rate or, in the case of certain
collateral-dependent  loans,  the  fair  value  of  the  underlying  collateral.
Adoption  of this  standard  did not have a  material  impact  on the  Company's
financial position or results of operations.

                             Page 13 of 20 Pages

<PAGE>



LIQUIDITY AND OTHER MATTERS

Liquidity

    The Company,  WNB and WBA manage their  liquidity  positions to ensure their
ability to satisfy customer demand for credit, to fund deposit  withdrawals,  to
meet  operating  and  other  corporate  obligations,  and to take  advantage  of
investment   opportunities,   all  in  a  timely  and   cost-effective   manner.
Traditionally,  these liquidity needs have been met by maintaining a strong base
of core  deposits  and by  carefully  managing  the  maturity  structure  of the
investment portfolios. The funds provided by current operations and forecasts of
loan repayments are also considered in the liquidity management process.

    The Banks enter into short-term borrowing arrangements by purchasing federal
funds and selling  securities under repurchase  agreements,  both as a source of
funding for certain  short-term lending facilities and as part of their services
to correspondent banks and certain other customers.  Neither the Company nor the
Banks have accessed the long-term debt markets as part of liquidity management.

    Average core  deposits,  defined as all deposits other than time deposits of
$100,000 or more, decreased $46  million or 2.1% to $2.16  billion in  the third
quarter  of  1995  from  $2.21 billion  in 1994's  third quarter.  Core deposits
comprised approximately 90% of total average deposits for both of these periods.

    As of September 30, 1995, approximately $365 million or 30% of the portfolio
of  investment  securities  held to maturity was  scheduled to mature within one
year. An  additional  $132 million of investment  securities  was  classified as
available  for sale at the end of 1995's third  quarter,  although  management's
determination  of this  classification  does not derive primarily from liquidity
considerations.

    The Banks had  approximately  $830  million  in  unfunded  loan  commitments
outstanding at September 30, 1995, an increase of $248 million from the level at
December 31, 1994. Contingent  obligations under letters of credit and financial
guarantees increased moderately between these dates to a total of $83 million at
September  30, 1995.  Available  credit card lines were $31 million at September
30, 1995, slightly above the level at year end 1994. Draws under these financial
commitments  should  not place any  unusual  strain on the  Company's  liquidity
position.

                             Page 14 of 20 Pages

<PAGE>
<TABLE>
<CAPTION>
TABLE 1.
WHITNEY HOLDING CORPORATION
ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST EXPENSE
(dollars in thousands, unaudited)
                                      THIRD QUARTER ENDED SEPTEMBER 30,                     NINE MONTHS ENDED SEPTEMBER 30,
                                     1995                       1994                       1995                       1994
                        ------------------------------------------------------ -----------------------------------------------------
                           Average  Income/  Yield/  Average   Income/  Yield/  Average   Income/  Yield/  Average   Income/  Yield/
                           Balance  Expense  Rate    Balance   Expense  Rate    Balance   Expense  Rate    Balance   Expense  Rate
                        ------------------------------------------------------ -----------------------------------------------------
ASSETS
<S>                     <C>         <C>      <C>   <C>          <C>      <C>   <C>         <C>      <C>   <C>         <C>      <C>
Loans (tax 
  equivalent)(1)(2)     $1,202,190  $28,953  9.56%   $993,087   $23,264  8.52% $1,141,124  $79,287  9.29%   $963,469  $61,650  8.46%
                        ------------------------------------------------------ -----------------------------------------------------

U. S. Treasury
  securities              $918,678  $12,520  5.41% $1,029,435   $13,898  5.36%   $958,205  $38,907  5.43% $1,010,536  $40,668  5.38%
U.S. government agency
  securities               198,240    2,964  5.98     260,791     3,744  5.74     210,013    9,315  5.91     315,220   12,928  5.47
Mortgage-backed
  securities(3)            135,152    2,178  6.44     151,061     2,475  6.44     136,850    6,760  6.59     162,522    7,810  6.41
State and municipal
  securities (tax
  equivalent) (1)          120,605    2,474  8.21     121,545     2,480  8.16     122,072    7,499  8.19     119,935    7,370  8.19
Corporate bonds and
  other securities          13,704      164  4.79      38,331       589  6.15      21,476      882  5.47      38,392    1,779  6.18
                        ------------------------------------------------------ -----------------------------------------------------
  Total investment in
  securities            $1,386,379  $20,300  5.83% $1,601,163   $23,186  5.75% $1,448,616  $63,363  5.83% $1,646,605  $70,555  5.72%
                        ------------------------------------------------------ -----------------------------------------------------

Federal funds sold......    87,822    1,300  5.87%     42,201       494  4.64%     51,444    2,271  5.90%     72,166    1,978  3.67%
                        ------------------------------------------------------ -----------------------------------------------------
  Total interest-
  earning assets        $2,676,391  $50,553  7.51% $2,636,451   $46,944  6.78% $2,641,184 $144,921  7.32% $2,682,240 $134,183  6.65%
                        ------------------------------------------------------ -----------------------------------------------------
                                                                                                                     
Cash and due from
  financial
  institutions             176,567                    181,924                     177,432                    188,294
Bank premises and
  equipment, net            68,435                     63,205                      66,861                     62,041
Other real estate
  owned, net                 5,931                      7,220                       6,538                     11,838
Other assets.............   79,442                     75,148                      79,034                     72,660
Reserve for possible
  loan losses              (40,323)                   (42,141)                    (38,099)                   (42,859)
                        -----------                -----------                 -----------                -----------            
  Total assets..........$2,966,443                 $2,921,807                  $2,932,950                 $2,974,214
                        ===========                ===========                 ===========                ===========
                                                                                                           
LIABILITIES              
Savings deposits......... $463,740   $3,139  2.69%   $534,859    $3,629  2.69%   $471,243   $9,453  2.68%   $550,723  $11,124  2.70%
NOW and MMDA deposits....  527,909    2,563  1.93     571,550     2,596  1.80     547,720    7,812  1.91     587,914    7,909  1.80
Time deposits............  653,427    8,532  5.18     581,961     5,335  3.64     620,214   22,790  4.91     563,974   14,174  3.36
                        ------------------------------------------------------ -----------------------------------------------------
  Total interest-bearing
  deposits              $1,645,076  $14,234  3.43% $1,688,370   $11,560  2.72% $1,639,177  $40,055  3.27% $1,702,611  $33,207  2.61%
                        ------------------------------------------------------ -----------------------------------------------------

Federal funds purchased
  and repurchase
  agreements..             183,269    2,454  5.31%    168,020     1,578  3.73%    185,232    7,311  5.28%    209,978    5,105  3.25%
                        ------------------------------------------------------ -----------------------------------------------------
  Total interest-
  bearing liabilities   $1,829,945  $16,688  3.62% $1,856,390   $13,138  2.81% $1,824,409  $47,366  3.47% $1,912,589  $38,312  2.68%
                        ------------------------------------------------------ -----------------------------------------------------
                                                                                                                     
Demand deposits, non-
  interest-bearing         793,151                    755,361                     771,213                    761,358
Other liabilities........   24,086                     26,351                      25,652                     26,367
Shareholders' equity.....  320,861                    283,705                     311,676                    273,900
                        -----------                -----------                 -----------                -----------            
  Total liabilities and
  shareholder's equity..$2,966,443                 $2,921,807                  $2,932,950                 $2,974,214
                        ===========                ===========                 ===========                ===========
                                                                                                           
  Net interest 
  income/margin
    (tax equivalent)(1)             $33,865  5.03%              $33,806  4.80%             $97,555  4.93%             $95,871  4.74%
                                    =======  =====              =======  =====             =======  =====             =======  =====
<FN>
(1)  Tax equivalent amounts are calculated using a marginal federal income tax rate of 35%.
(2)  Average balance includes nonaccruing loans of $9,829 and $21,570 for  the  third  quarters and $12,481 and $25,621 for the nine
     month periods in 1995 and 1994, respectively.
(3)  Average  balance  includes unrealized gain (loss) on securities available for sale of ($85) and ($2,610) for the third quarters
     and ($2,638) and $167 for the nine month periods in 1995 and 1994, respectively.
</FN>
</TABLE>





                             Page 15 of 20 Pages

<PAGE>

<TABLE>
<CAPTION>

TABLE 2.
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
RESERVE FOR POSSIBLE LOAN LOSSES
(by quarter, in millions, unaudited)

                                                                      1995                                   1994
                                                         -----------------------------    ----------------------------------------
                                                           3rd        2nd        1st        4th        3rd        2nd        1st
                                                         -----------------------------    ----------------------------------------
<S>                                                       <C>        <C>        <C>        <C>        <C>        <C>        <C>  
    Reserve, beginning of quarter....................     $39.3      $37.5      $34.4      $42.7      $41.4      $39.4      $44.5
    Balance acquired through acquisition.............         -          -        1.8          -          -          -          -
    Provision for possible loan losses:               
        Expense of providing loss reserves...........         -          -          -          -          -          -          -
        Reduction of loss reserves...................     (10.0)         -          -      (10.0)      (6.1)         -      (10.0)
    Loans charged off................................      (0.4)      (1.0)      (1.3)      (0.9)      (0.9)      (0.3)      (1.5)
    Recoveries.......................................       5.2        2.8        2.6        2.6        8.3        2.3        6.4
                                                         -----------------------------    ----------------------------------------
    Reserve, end of quarter..........................     $34.1      $39.3      $37.5      $34.4      $42.7      $41.4      $39.4
                                                         =============================    ========================================
</TABLE>

<TABLE>
<CAPTION>

TABLE 3.
WHITNEY HOLDING CORPORATION AND SUBSIDIARIES
NON-PERFORMING ASSETS AND OTHER SELECTED DATA
(end of quarter, dollars in millions, unaudited)

                                                                      1995                                   1994
                                                         -----------------------------    ----------------------------------------
                                                            3rd        2nd        1st        4th        3rd        2nd        1st
                                                         -----------------------------    ----------------------------------------
<S>                                                        <C>       <C>        <C>        <C>        <C>        <C>        <C>  
Non-performing loans.................................      $8.9      $13.5      $14.2      $15.4      $17.5      $22.0      $26.4
                                                     
Other real estate owned, net.........................       5.2        6.0        7.0        6.7        7.4        7.4       13.4
                                                     
Other foreclosed assets..............................         -          -          -          -        0.1          -          -
                                                         -----------------------------    ----------------------------------------
Total non-performing assets..........................     $14.1      $19.5      $21.3      $22.1      $25.0      $29.4      $39.8
                                                         =============================    ========================================

Net gain on sales of OREO............................         -       $0.5       $0.3       $0.1       $0.3       $1.1       $1.8
                                                         =============================    ========================================
                                                     
Reserve for possible                                                                                         
   loan losses as a percent of:                      
   Total non-performing loans........................       383%       292%       264%       224%       243%       188%       149%
   Total loans.......................................       2.7%       3.3%       3.4%       3.3%       4.1%       4.2%       4.0%
                                                     
Non-performing loans as a percent of                 
   total loans.......................................      0.71%      1.12%      1.27%      1.45%      1.69%      2.22%      2.70%
                                                     
Non-performing assets as a percent of                
   total assets......................................      0.48%      0.66%      0.72%      0.80%      0.87%      1.01%      1.28%
                                                     
</TABLE>
 

                             Page 16 of 20 Pages

<PAGE>






Item 6.  Exhibits and Reports on Form 8-K

(a) (3) Exhibits:

                  Exhibit  3.1 - Copy  of  Composite  Charter,  incorporated  by
                  reference to the Company's March 31, 1993 Form 10-Q

                  Exhibit  3.2 - Copy of Bylaws,  as  amended,  incorporated  by
                  reference to the Company's March 31, 1993 Form 10-Q

                  Exhibit 10.1 - Stock Option  Agreement between Whitney Holding
                  Corporation and William L. Marks, incorporated by reference to
                  the Company's 1990 Form 10-K

                  Exhibit 10.2 - Executive  agreement  between  Whitney  Holding
                  Corporation,  Whitney  National  Bank and  William  L.  Marks,
                  incorporated  by reference to the Company's June 30, 1993 Form
                  10- Q

                  Exhibit 10.3 - Executive  agreement  between  Whitney  Holding
                  Corporation,  Whitney  National  Bank  and  R.  King  Milling,
                  incorporated  by reference to the Company's June 30, 1993 Form
                  10-Q

                  Exhibit 10.4 - Executive  agreement  between  Whitney  Holding
                  Corporation,  Whitney  National  Bank and Edward B.  Grimball,
                  incorporated  by reference to the Company's June 30, 1993 Form
                  10-Q

                  Exhibit 10.5 - Executive  agreement  between  Whitney  Holding
                  Corporation, Whitney National Bank and Kenneth A. Lawder, Jr.,
                  incorporated  by reference to the Company's June 30, 1993 Form
                  10-Q

                  Exhibit 10.6 - Executive  agreement  between  Whitney  Holding
                  Corporation,  Whitney  National  Bank and G.  Blair  Ferguson,
                  incorporated by reference to the Company's  September 30, 1993
                  From 10-Q

                  Exhibit 10.7 - Executive  agreement  between  Whitney  Holding
                  Corporation,   Whitney   National  Bank  and  Joseph  W.  May,
                  effective December 13, 1993,  incorporated by reference to the
                  Company's 1993 Form 10-K

                  Exhibit 10.8 - Executive  agreement  between  Whitney  Holding
                  Corporation,  Whitney  National  Bank and John C.  Hope,  III,
                  effective  October 28, 1994,  incorporated by reference to the
                  Company's 1994 Form 10-K

                  Exhibit 10.9 - Executive  agreement  between  Whitney  Holding
                  Corporation,  Whitney National  Bank and Robert C. Baird, Jr.,
                  effective July 26, 1995

                  Exhibit 10.10 - Long-term  incentive program,  incorporated by
                  reference to the Company's 1991 Form 10-K

                  Exhibit 10.11 - Executive  compensation plan,  incorporated by
                  reference to the Company's 1991 Form 10-K

                  Exhibit 10.12 - Form of  restricted  stock  agreement  between
                  Whitney  Holding  Corporation  and  certain  of its  officers,
                  incorporated  by reference to the Company's June 30, 1992 Form
                  10-Q

                             Page 17 of 20 Pages

<PAGE>




                  Exhibit 10.13 - Form of stock option agreement between Whitney
                  Holding Corporation and certain of its officers,  incorporated
                  by reference to the Company's June 30, 1992 Form 10-Q

                  Exhibit 10.14 - Directors'  Compensation Plan, incorporated by
                  reference to the  Company's  Proxy  Statement  dated March 24,
                  1994

                  Exhibit 27 - Financial Data Schedule

(b) No report on Form 8-K was required to be filed by the Registrant  during the
third quarter of 1995.

                             Page 18 of 20 Pages

<PAGE>





                  Pursuant to the requirements of the Securities Exchange Act of
1934 the  registrant  has duly  caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.


                                           WHITNEY HOLDING CORPORATION
                                                   (Registrant)



Date:    November 13, 1995             By:/s/ Edward B. Grimball
     ------------------------             --------------------------------------
                                               Edward B. Grimball
                                               Executive Vice President &
                                               Chief Financial Officer



                             Page 19 of 20 Pages

<PAGE>







<TABLE> <S> <C>

<ARTICLE>                                  9
       
<S>                                        <C>
<PERIOD-TYPE>                              YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1995
<CASH>                                         175,568
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                11,300
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                    131,669
<INVESTMENTS-CARRYING>                       1,237,348
<INVESTMENTS-MARKET>                         1,240,961
<LOANS>                                      1,259,609
<ALLOWANCE>                                     34,112
<TOTAL-ASSETS>                               2,938,762
<DEPOSITS>                                   2,425,229
<SHORT-TERM>                                   157,886
<LIABILITIES-OTHER>                             26,120
<LONG-TERM>                                          0
<COMMON>                                         2,800
                                0
                                          0
<OTHER-SE>                                     326,727
<TOTAL-LIABILITIES-AND-EQUITY>               2,938,762
<INTEREST-LOAN>                                 79,049
<INTEREST-INVEST>                               60,765
<INTEREST-OTHER>                                 2,271
<INTEREST-TOTAL>                               142,085
<INTEREST-DEPOSIT>                              40,055
<INTEREST-EXPENSE>                              47,366
<INTEREST-INCOME-NET>                           94,719
<LOAN-LOSSES>                                   10,000 
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                 82,482
<INCOME-PRETAX>                                 45,890
<INCOME-PRE-EXTRAORDINARY>                      45,890
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    31,365
<EPS-PRIMARY>                                     2.12
<EPS-DILUTED>                                     2.12
<YIELD-ACTUAL>                                    7.32
<LOANS-NON>                                      8,916
<LOANS-PAST>                                       132
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                34,425
<CHARGE-OFFS>                                    2,800
<RECOVERIES>                                    10,664
<ALLOWANCE-CLOSE>                               34,112
<ALLOWANCE-DOMESTIC>                            29,371
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                          4,741
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission