<PAGE>
[WHITNEY HOLDING LETTERHEAD]
March 18, 1999
Via Edgar Electronic Filing System
Securities and Exchange Commission
450 Fifth St., N.W.
Judiciary Plaza
Washington, D.C. 20549-1004
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 Definitive Proxy Statement dated April 28, 1999.
This filing is being effected by direct transmission to the Commission's
EDGAR System.
Sincerely,
/s/ Joseph S. Schwertz, Jr.
---------------------------
Joseph S. Schwertz, Jr.
Sr. Vice President and
Corporate Secretary
(504) 586-3596
JSS/pkl
<PAGE>
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
- ----
Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)).
- ----
X Definitive Proxy Statement
- ----
Definitive Additional Materials
- ----
Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
- ----
WHITNEY HOLDING CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
____ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
____ $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
____ Fee computed on table below Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock
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(2) Aggregate number of securities to which transaction applies:
??????????
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:*
Not Applicable
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(4) Proposed maximum aggregate value of transaction:
<PAGE>
Not Applicable
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(5) Total fee paid:
Not Applicable
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* Set forth the amount on which the filing fee is calculated and
state how it was determined.
- ---- 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 its filing.
(1) Amount Previously Paid: Not Applicable
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(2) Form Schedule or Registration Statement No.: Not Applicable
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(3) Filing Party: Not Applicable
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(4) Date Filed: Not Applicable
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[GRAPHIC OMITTED]
March 18, 1999
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 28, 1999, at 10:30
a.m., for the purposes of considering and voting upon:
1. Election of three directors to serve until the 2004 Annual Meeting,
or until their successors are elected and qualified.
2. Ratification of the selection of Arthur Andersen LLP as independent
public accountants to audit the books of the Company and its
subsidiaries for 1999.
3. Such other business as may properly come before the meeting or any
adjournments or postponements thereof.
The close of business on March 4, 1999, 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.
JOSEPH S. SCHWERTZ, JR.
Secretary
228 St. Charles Avenue, New Orleans, Louisiana 70130
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.
1
<PAGE>
[GRAPHIC OMITTED]
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 28, 1999 and at any adjournments or postponements 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 nominees for directors hereinafter named and FOR
ratification of the selection of Arthur Andersen LLP as the Company's
independent public accountants.
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 Annual Meeting.
The cost of soliciting proxies will be borne by the Company. Directors,
officers and regular employees of the Company and its banking subsidiary,
Whitney National Bank (the "Louisiana Bank" or the "Bank"), may solicit proxies
by mail, telephone, telecopier and personal interview, but will not receive
additional compensation therefor.
At the beginning of January 1998, the Company's other banking subsidiaries,
Whitney Bank of Alabama (the "Alabama Bank"), Whitney National Bank of Florida
(the "Florida Bank") and Whitney National Bank of Mississippi (the "Mississippi
Bank"), were merged into the Louisiana Bank.
This Proxy Statement and related materials will first be mailed to
shareholders on or about March 18, 1999.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Only shareholders of record as of the close of business on March 4, 1999 are
entitled to notice of and to vote at the meeting. On that date, 23,431,022
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 4, 1999.
Name and Address Shares Beneficially Percent of
of Beneficial Owner Owned (1) Class
------------------- ----------------- ----------
Estate of William G. Helis.............. 1,220,931 5.21%
a Louisiana partnership, and affiliates
912 Whitney Building
New Orleans, Louisiana 70130
(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 1,110,061 shares owned by the Estate of
William G. Helis 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. This figure also includes Mr. Kerstein's
shared voting and investment power with respect to 104,681 shares owned by
the Succession of William G. Helis, Jr., of which he serves as co-executor,
and 6,189 shares owned by The Helis Foundation, of which he serves as
principal manager. Mr. Kerstein disclaims beneficial ownership of all such
shares.
<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 19, of whom three are to be elected this year. The Board nominates Harry J.
Blumenthal, Jr., Joel B. Bullard, Jr. and Angus R. Cooper II, who were elected
at prior shareholders' meeting, to serve until the 2004 Annual Meeting.
Directors will be elected by plurality of the votes actually cast.
Abstentions and broker nonvotes will be disregarded. Should any of the Board's
nominees become unavailable for election, which is not anticipated, proxy
holders may in their discretion vote for other nominees recommended by the
Board.
The following table includes information furnished by the respective
nominees 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, 1998, as well as the
beneficial ownership of each of the named executive officers in the Summary
Compensation Table (as determined in accordance with Rule 13d-3 of the
Securities and Exchange Commission).
<TABLE>
<CAPTION>
Shares Percent
Director Term Beneficially of
Name and Age Principal Occupation Since Expires Owned (1) Class
- ------------ -------------------- ------- ------- -------- -------
Nominee for Term Expiring 2004
<S> <C> <C> <C> <C> <C>
Harry J. Blumenthal, Jr., 53 President, Blumenthal 1993 1999 18,125(2)(3) *
Print Works, Inc.
(textiles manufacturing)
Joel B. Bullard, Jr., 48 President, Joe Bullard 1994 1999 15,620(2)(4) *
Automotive Companies
Angus R. Cooper II, 55 Chairman and Chief Executive 1994 1999 130,312(2)(5) *
Officer, Cooper/T. Smith Corp.
(shipping service company)
Directors with Continuing Terms
Guy C. Billups, Jr., 70 Former Chairman of the Board 1997 2002 575,989(2)(6) 2.46%
of Merchants Bancshares, Inc. and
Merchants Bank & Trust Company;
Chairman, the Mississippi Bank
Advisory Board; Partner, Billups
Farms and Director, Billups
Plantation, Inc. (farming)
James M. Cain, 65 Former Vice Chairman, Entergy 1987 2002 7,489(2)(7) *
Corp. (utility holding company);
former Chairman of the Board,
Chief Executive Officer and President,
Louisiana Power and Light Company
(electric utility); Former Director,
Chief Executive Officer and President,
New Orleans Public Service, Inc.
(retired 1993 from the preceding)
2
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares Percent
Director Term Beneficially of
Name and Age Principal Occupation Since Expires Owned (1) Class
- ------------ -------------------- ----- ------- --------- -------
<S> <C> <C> <C> <C> <C>
Robert H. Crosby, Jr., 78 Chairman of the Board and 1972 2002 16,641(2)(8) *
Chief Executive Officer,
Crosby Land & Resources
(timberland holdings, oil
and gas production)
Richard B. Crowell, 60 Attorney, Crowell & Owens 1983 2002 180,455(2)(9) *
Camille A. Cutrone, 69 Partner, Cutrone, 1996 2000 77,151(2)(10) *
Verlander & Meyer, Attorney
at Law
William A. Hines, 62 Chairman of the Board, 1986 2001 155,200(2)(11) *
Nassau Holding Corporation
(holding company of entities
in oil field service industry)
Robert E. Howson, 67 Former Chairman of the Board 1989 2000 16,550(2)(12) *
and Chief Executive Officer of
McDermott International, Inc.
and of McDermott Incorporated
(marine construction services
and power generation systems)
John J. Kelly, 64 Former President, Textron 1986 2000 8,795(2)(13) *
Marine and Land Systems
(designs and builds advanced
technology vehicles and
ships); Chairman, New Orleans
Technology Council
E. James Kock, Jr., 70 Former President: Bowie 1965 2003 51,084(2)(14) *
Lumber Associates, Downmans
Associates, Jeanerette Lumber &
Shingle Co., Ltd. and White
Castle Lumber & Shingle Co., Ltd.
(land and timber holdings, and
investments), retired 1993
Alfred S. Lippman, 60 Partner, Lippman, Mahfouz 1996 2001 68,813(2)(15) *
& Martin, Attorneys at Law
William L. Marks, 55 Chairman of the Board and 1990 2000 259,185(16) 1.11%
Chief Executive Officer of
the Company and the Bank
R. King Milling, 58 President of the Company 1979 2003 100,705(17) *
and the Bank
3
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares Percent
Director Term Beneficially of
Name and Age Principal Occupation Since Expires Owned (1) Class
- ------------ -------------------- ----- ------- --------- -------
<S> <C> <C> <C> <C> <C>
John G. Phillips, 76 Former Chairman of the Board 1972 2003 9,600(2)(18) *
and Chief Executive Officer, The
Louisiana Land and Exploration
Company (oil and gas exploration
and production), retired 1985
John K. Roberts, Jr., 62 Chairman and Chief Executive 1985 2002 111,100(2)(19) *
Officer, Pan-American Life
Insurance Company (markets
and services life, health
and retirement insurance);
Director, Pan-American
Financial Services, Inc.
Carroll W. Suggs, 60 Chairman, Chief Executive 1996 2001 3,900(2) *
Officer and President,
Petroleum Helicopters, Inc.
Warren K. Watters, 71 President, Reilly-Benton 1986 2000 9,950(2)(20) *
Company, Inc. (fabrication
and wholesale distribution of
marine and commercial
construction materials)
Executive Officers
Robert C. Baird, Jr., 48 Executive Vice President of - - 38,518(21) *
the Company and the Bank since
1995; Former President and CEO of Union Bank
and Trust, a $500 million bank, from 1991 to
1994 and Chairman from 1993 to 1994
John C. Hope III, 49 Executive Vice President - - 71,817(22) *
of the Company and the Bank;
Former Chairman and Chief
Executive Officer of the
Alabama Bank
Kenneth A. Lawder, Jr., 57 Executive Vice President - - 77,930(23) *
of the Company and the Bank
All 25 directors and executive
officers of the Company as a group 2,716,133(24) 11.59%
</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.
4
<PAGE>
(2) With the exceptions noted below, these share totals include the
following shares subject to option that have been granted pursuant to
the Directors' Compensation Plan: (a) options on 1,000 shares granted
in 1994 and exercisable at any time through June 30, 2004 at a price of
$26.25 per share; (b) options on 1,000 shares granted in 1995 and
exercisable at any time through June 30, 2005 at a price of $26.75 per
share; (c) options on 1,000 shares granted in 1996 and exercisable at
any time through June 30, 2006 at a price of $30.50 per share; (d)
options on 1,000 shares granted in 1997 and exercisable at any time
through June 30, 2007 at a price of $42.4375; and (e) options on 1,000
shares granted in 1998 and exercisable at any time through June 30,
2008 at a price of $50.875. The total shares for Messrs. Bullard and
Cooper, who joined the Company's Board after the 1994 option grant,
include only those shares subject to option described in items (b),
(c), (d) and (e) above. The total shares for Mr. Crowell include those
shares acquired through exercise of options (a), (b), (c) and (d) and
those shares subject to option described in item (e) above. The total
shares for Mr. Kock include shares acquired through exercise of options
(a) and (b) and those shares subject to option described in items (c),
(d) and (e) above. The total shares for Messrs. Cutrone and Lippman and
Ms. Suggs, who joined the Company's Board after the 1995 option grant,
include only those shares subject to option described in item (c), (d)
and (e) above. The share total for Mr. Billups, who joined the
Company's Board in 1997, include shares acquired through exercise of
option (a) and those shares subject to option described in item (e)
above.
(3) Mr. Blumenthal is a member of the Company's and the Bank's Executive
Committees. His total shares include shared voting and investment power
with respect to 7,425 shares owned by a member of Mr. Blumenthal's
family, for which beneficial ownership is disclaimed.
(4) Mr. Bullard's total shares include 2,250 shares in a profit sharing
trust, and 5,240 shares in family trusts, for which beneficial
ownership is disclaimed.
(5) Mr. Cooper serves on the Company's and the Bank's Executive Committee.
His total shares include 4,650 shares owned by the estate of his
spouse, for which beneficial ownership is disclaimed. Also includes
4,900 shares owned by Mr. Cooper's four children in an account over
which he is custodian and for which beneficial ownership is disclaimed.
(6) Mr. Billups' total shares include 1,000 shares that are held by his
spouse for which Mr. Billups disclaims beneficial ownership.
(7) Mr. Cain is a member of the Company's and the Bank's Executive and
Nominating Committees. He is also a member of the Bank's Audit
Committee.
(8) Mr. Crosby is a member of the Company's and the Bank's Executive and
Compensation Committees. He is also a member of the Bank's Trust
Committee. His total shares include 450 shares owned by a member of his
family and 6,750 shares owned by a partnership of which Mr. Crosby is
an officer and a director in which he has a beneficial interest. His
total shares also include 7 shares owned by an investment club of which
a member of Mr. Crosby's family is a member.
(9) Mr. Crowell is a member of the Bank's Audit Committee. His total shares
include 65,946 shares owned by members of Mr. Crowell's family and
family trusts, for which beneficial ownership is disclaimed.
(10) Mr. Cutrone's total shares include 25,023 shares in family trusts for
Mr. Cutrone's daughters and grandchildren for which he has voting
rights, but beneficial ownership is disclaimed.
5
<PAGE>
(11) Mr. Hines is a member of the Company's and the Bank's Executive
Committees. His total shares include 5,000 shares owned by a relative
of Mr. Hines for which beneficial ownership is disclaimed.
(12) Mr. Howson is a member of the Company's and the Bank's Executive and
Compensation Committees and the Bank's Audit Committee. Mr. Howson's
total shares include 5,250 shares transferred to a limited liability
company solely owned and controlled by Mr. and Mrs. Howson.
(13) Mr. Kelly is a member of the Company's and the Bank's Executive
Committees and the Bank's Audit Committee.
(14) Mr. Kock is a member of the Company's and the Bank's Executive and
Nominating Committees. He is also a member of the Bank's Trust
Committee. His share total include 8,440 shares over which Mr. Kock
holds a usufruct, 4,308 shares owned by several trusts for the benefit
of his children, for which he serves as trustee and for which
beneficial ownership is disclaimed and 3,578 shares owned by members of
Mr. Kock's family, for which he disclaims beneficial ownership.
(15) Mr. Lippman's total shares include 37,613 shares held for the benefit
of Mr. Lippman in the Lippman, Mahfouz & Martin 401(k) Savings &
Retirement Plan.
(16) Mr. Marks is an ex-officio member of the Bank's Executive and
Nominating Committees and is a member of the Company's Executive
Committee and the Bank's Trust Committee. His share total includes the
following restricted and optioned shares granted pursuant to the
Company's Long-Term Incentive Program: 47,000 shares of restricted
stock; options on 5,851 shares of stock, which may be exercised at any
time through June 22, 2003 at a price of $19.42 per share; options on
11,429 shares of stock which may be exercised at any time through July
26, 2004 at a price of $28.00 per share; options on 14,537 shares of
stock, which may be exercised at any time through July 25, 2005 at a
price of $28.875 per share; options on 14,667 shares of stock, which
may be exercised at any time through July 23, 2006 at a price of $30.00
per share; options on 40,000 shares of stock, which may be exercised
at any time through June 30, 2007 at a price of $42.4375 per share;
and options on 20,000 shares of stock, which may be exercised at any
time through June 9, 2008 at a price of $55.00 per share. Also includes
2,446 shares of stock held for the benefit of Mr. Marks in the
Company's Savings Plus Plan.
(17) Mr. Milling is an ex-officio member of the Bank's Executive and Trust
Committees and is a member of the Company's Executive Committee. His
share total includes the following restricted and optioned shares
granted pursuant to the Company's Long-Term Incentive Program: 16,000
shares of restricted stock; options on 3,851 shares of stock, which may
be exercised at any time through June 22, 2003 at a price of $19.42 per
share; options on 2,429 shares of stock which may be exercised at any
time through July 26, 2004 at a price of $28.00 per share; options on
2,537 shares of stock which may be exercised at any time through July
25, 2005 at a price of $28.875 per share; options on 4,597 share of
stock, which may be exercised at any time through July 23, 2006 at a
price of $30.00 per share; options on 7,500 shares of stock, which may
be exercised at any time through June 30, 2007 at a price of $42.4375
per share; and options on 7,500 shares of stock, which may be exercised
at any time through June 9, 2008 at a price of $55.00 per share. His
share total also includes 3,124 shares of stock held for the benefit of
Mr. Milling in the Company's Savings Plus Plan.
(18) Mr. Phillips is a member of the Company's and the Bank's Compensation
Committee.
(19) Mr. Roberts is a member of the Company's and the Bank's Executive
Committees and the Bank's Audit Committee. His total shares include
shared investment and voting power with respect to 95,550 shares owned
by a company having an investment committee of which Mr. Roberts is a
member.
<PAGE>
(20) Mr. Watters is a member of the Company's and the Bank's Executive and
Nominating Committees and is a member of the Bank's Trust Committee.
(21) Mr. Baird's share total includes the following restricted stock and shares
subject to option granted pursuant to the Company's Long-Term Incentive
Program: 10,000 shares of restricted stock; options on 6,000 shares of
stock, which may be exercised at any time through July 25, 2005 at a
price of $28.875 per share; options on 6,000 shares of stock, which may
be exercised at any time through July 23, 2006 at a price of $30.00 per
share; options on 7,500 shares of stock, which may be exercised at any
time through June 30, 2007 at a price of $42.4375 per share; and
options on 7,500 shares of stock, which may be exercised at any time
through June 9, 2008 at a price of $55.00 per share. This figures
includes 10 shares of stock owned by Mr. Baird's son for which
beneficial ownership is disclaimed and includes 692 shares of stock
held for the benefit of Mr. Baird in the Company's Savings Plus Plan.
(22) Mr. Hope's share total includes the following restricted stock and
shares subject to option granted pursuant to the Company's Long-Term
Incentive program: 10,000 shares of restricted stock; options on 6,000
shares of stock, which may be exercised at any time through July 25,
2005 at a price of $28.875 per share; options on 6,000 shares of stock,
which may be exercised at any time through July 23, 2006 at a price of
$30.00 per share; options on 7,500 shares of stock, which may be
exercised at any time through June 30, 2007 at a price of $42.4375 per
share; and options on 7,500 shares of stock, which may be exercised at
any time through June 9, 2008 at a price of $55.00 per share. This
figure includes 2,000 shares of stock owned by Mr. Hope's children for
which beneficial ownership is disclaimed and includes 7,317 shares of
stock held for the benefit of Mr. Hope in the Company's Savings Plus
Plan.
(23) Mr. Lawder's share total includes the following restricted stock and
shares subject to option granted pursuant to the Company's Long-Term
Incentive Program: 12,000 shares of restricted stock; options on 5,963
shares of stock, which may be exercised at any time through May 27,
2002 at a price of $13.22 per share; options on 3,851 shares of stock,
which may be exercised at any time through June 22, 2003 at a price of
$19.41667 per share; options on 6,000 shares of stock, which may be
exercised at any time through July 26, 2004 at a price of $28.00 per
share; options on 6,000 shares of stock, which may be exercised at any
time through July 25, 2005 at a price of $28.875 per share; options on
6,000 shares of stock, which may be exercised at any time through July
23, 2006 at a price of $30.00 per share; options on 7,500 shares of
stock, which may be exercised at any time through June 30, 2007 at a
price of $42.4375 per share; and options on 7,500 shares of stock,
which may be exercised at any time through June 9, 2008 at a price of
$55.00 per share. This total also includes 999 shares of stock held for
the benefit of Mr. Lawder in the Company's Savings Plus Plan.
(24) The Bank serves as trustee of the Savings Plus Plan Trust, which held
392,822 shares (1.68%) as of December 31, 1998. An executive officer of
the Company serves with other Bank employees on a committee which makes
voting decisions with respect to these shares. The Bank also serves as
trustee of the Company's Retirement Plan Trust, which held 219,800
shares (.94%) as of December 31, 1998. An executive officer of the
Company serves with other Bank employees on a committee which makes
voting and investment decisions with respect to these shares. Such
shares have been included only once in calculating the beneficial
ownership of all officers and directors as a group.
7
<PAGE>
INFORMATION CONCERNING MANAGEMENT
Board Committees. The Company has no standing Audit Committee. The
Company has a Nominating Committee composed of Messrs. Cain, Kock, and Watters.
The Nominating Committee, whose functions and operating procedures have not yet
been fully delineated, held two meetings during the year. The Company has 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 and external audits. The Audit Committee,
which meets quarterly, is composed of not less than three members who are
appointed each meeting. Messrs. Cain, Crowell, Howson, Kelly, and Roberts served
as committee members during 1998.
During 1998, the Board of Directors of the Company held 12 meetings.
All directors other than Mr. Hines attended at least 75% of the aggregate number
of meetings of the Company's Board of Directors and the committees of the
Company on which they served.
Compensation of Directors. All Company directors are also directors of
one or more of the Company's subsidiaries, and except as described below, the
Company does not compensate directors for attendance at Company board meetings.
During 1998, the Louisiana Bank paid its non-officer directors annual fees of
$12,000 and $750 for each day on which the director attended one or more
meetings of the Louisiana Bank's board or a committee thereof.
In 1994, the Company's shareholders approved the Directors'
Compensation Plan for the purpose of ensuring that each director who is not an
employee of the Company or its subsidiaries acquires and maintains an
appropriate equity interest in the Company through ownership of the Company's
common stock. In addition, this plan amended and restated the Unfunded Plan of
Deferred Compensation adopted in November, 1990. For each director, the
Directors' Compensation Plan, further amended by the Company's shareholders in
1996, provides for (a) the annual award of 300 shares of common stock, (b) the
annual grant of 1,000 non-qualified stock options, and (c) the voluntary
deferral of all or a portion of the stock award and/or the fees otherwise
payable annually to the directors.
Any deferred amounts are credited to a bookkeeping account maintained
by the Company for the benefit of each director. The plan permits each director
to allocate, from time to time, deferred amounts among an equity fund, a fixed
income fund, a money market fund, and credits representing shares of the
Company's common stock. Earnings and losses are periodically credited to each
account based upon such investment allocations; however, there is no requirement
that the Company actually acquire any asset subject to allocation by the
director. The Company established a rabbi trust in connection with the funding
of its obligations under the plan. Each year during the continuation of this
plan, it is the Company's intent to contribute to this trust in order to fund
its obligations thereunder.
Benefits under the plan are distributed as of the date designated by
each director, generally after the date the director 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.
EXECUTIVE COMPENSATION REPORT
The Compensation Committee of the Board of Directors (the
"Committee") is comprised of three independent, non-employee Directors. The
Committee is charged with responsibility for establishing and reviewing the
executive compensation programs of the Company, setting the salary of the Chief
Executive Officer, and approving salary adjustments for other executive
officers, as recommended by the Chief Executive Officer. The Committee uses
consultants, actuaries, and outside legal counsel as resources and also relie
upon salary and benefits survey data produced by independent third parties.
During fiscal year 1998, the Committee met four times.
8
<PAGE>
The Committee seeks to ensure that executive compensation is set at
levels slightly above the median of executives in the Company's peer bank group,
which is comprised of 12 high-performing banks located in the south central
United States, and the national banking industry. The Committee also seeks to
ensure that executive compensation is appropriately linked to the financial
performance of the Company, specifically increases in shareholder value as
reflected by increases in the share price of the Company's common stock.
The Company's compensation program for executives consists of three key
components: base salary, cash bonuses, and long-term incentives. Each of these
components is further explained below. In addition, executive officers receive
certain executive benefits, such as participation in a supplemental retirement
plan and severance agreements.
Base Salary. Base salary for the named executive officers, other than
the Chief Executive Officer and Chairman, is recommended by the Chief Executive
Officer and approved by the Committee. Salaries are targeted at levels slightly
above the median salaries of executives in the Company's peer bank group. This
philosophy ensures the Company can attract and retain key executives of
exceptional ability.Effective July 1, 1998, the Bank's executive officers, other
than the Chief Executive Officer and Chairman, received base salary increases
that averaged 5.6% for the twelve month period beginning July 1, 1998.
Executive Compensation Plan. The Executive Compensation Plan provides
for the discretionary award of an annual cash bonus, subject to the attainment
of short-term financial objectives designated by the Committee. Awards are
ordinarily predicated upon the Company's return on average assets (ROAA) and
return on average equity (ROAE), two of the most frequently used measures of
financial performance in the banking sector. Applying equal weight to each
criterion, composite performance is calculated. Performance of the highest
performing peer bank in each measurement criterion is then identified and from
this a composite rating calculated. The company's composite performance is then
compared to the composite performance of the highest performing peer bank(s). If
the company's performance compared to the peer bank(s) falls below a specific
performance threshold, no awards are earned. With the exception of the award
for the Chief Executive Officer and Chairman, which is based solely upon
corporate performance, the target awards for other executive officers are
subject to adjustment based on the Committee's assessment of individual
performance. Although the ROAA and ROAE objectives designated by the Committee
were satisfied for fiscal year 1998, the Committee exercised the discretionary
authority granted to it by the Plan and approved no awards for the named
Executive Officers.
Long-Term Incentive Plan. The Long-Term Incentive Plan seeks to
increase corporate performance and shareholder value by linking the financial
performance of the Company to the financial interests of its executive officers.
When designated by the Committee, the named executive officers and other key
employees are eligible to receive grants or awards of stock options (incentive
stock options and nonqualified or nonstatutory options), restricted stock,
performance shares and/or phantom shares. Awards to the named executive officers
are based upon competitive compensation analysis and individual performance.
During 1998, performance-based restricted stock and stock options
were granted to the named executive officers. Target grants of restricted stock
were made subject to a three-year vesting schedule and the attainment of certain
performance goals measured by the Company's return on average assets and return
on average equity compared to its peer bank group during a three-year
performance cycle ending December 31, 2000. The Committee also awarded
incentive and nonstatutory (or nonqualified) options to the named executive
officers; these options are exercisable six months after the date of grant
and remain exercisable for a 10-year term.
Code Section 162(m). Section 162(m) of the Internal Revenue Code
generally disallows a tax deduction to public corporations for compensation over
$1,000,000 paid in any fiscal year to the corporation's chief executive officer
and four other most highly compensated executive officers. Certain
9
<PAGE>
types of performance-based compensation are exempted from the deduction limit.
The Committee intends to structure certain grants under the Long-Term Incentive
Plan in a manner that satisfies the performance-based requirements. However, the
Committee has reserved the authority to award nondeductible compensation in
other circumstances, such as the award of cash bonuses under the Company's
Executive Compensation Plan. In addition, ambiguities and uncertainties as to
the application and interpretation of Code Section 162(m) mean that no assurance
can be given, notwithstanding the Committee's efforts, that compensation
intended to satisfy the performance-based exception does in fact do so.
Compensation of Chief Executive Officer and Chairman. Effective July
1, 1998, the Committee approved a base salary increase for William L. Marks,
Chairman and Chief Executive Officer of the Company, of 5.3%, raising his annual
base salary from $650,000 to $685,000. For fiscal year 1998, Mr. Marks received
no bonus under the Company's Executive Compensation Plan. Restricted stock
grants were made to Mr. Marks under the Long-Term Incentive Plan, subject to a
three-year vesting schedule and the attainment of specified performance goals
during a three-year performance cycle ending December 31, 2000. Mr. Marks also
received an aggregate grant of 20,000 incentive and nonqualified (or
nonstatutory) options, which are first exercisable six months after the date of
grant and remain exercisable for a 10-year term.
Compensation Committee of the Board of Directors
Robert E. Howson, Chairman
Robert H. Crosby, Jr.
John G. Phillips
<TABLE>
<CAPTION>
I. SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation Awards (5)
============================== ===================================== ===============================================
Awards
Restricted
Stock Options
Award Number
Dollar of All Other
Names and Principal Position Year Salary Bonus (4) Value (6) Shares Compensation
- ------------------------------ ---------- ------------ ------------ ---------------- ------------ ---------------
<S> <C> <C> <C> <C> <C> <C>
William L. Marks 1998 $667,502 $ -- $440,000(1) 20,000 $16,019(7)
Chairman & Chief Executive 1997 630,043 333,923 396,250(2) 40,000 10,590
Officer of the Company and the 1996 592,565 314,059 300,000(3) 18,000 6,515
Bank
R. King Milling 1998 $430,000 $ -- $192,500(1) 7,500 $11,675(8)
President of the Company 1997 410,022 172,209 138,688(2) 7,500 10,832
And the Bank 1996 387,528 162,762 90,000(3) 6,000 7,650
Kenneth A. Lawder, Jr. 1998 $271,999 $ -- $151,250(1) 7,500 $ 8,846(9)
Executive Vice President of the1997 260,010 109,204 108,969(2) 7,500 8,789
Company and the Bank 1996 248,024 104,170 75,000(3) 6,000 7,650
John C. Hope III 1998 $232,500 $ -- $151,250(1) 7,500 $ 6,244(10)
Executive Vice President of the1997 220,004 92,402 108,969(2) 7,500 6,132
Company and the Bank 1996 204,008 85,683 75,000(3) 6,000 5,718
- ------------------------------ ---------- ------------ ------------ ---------------- ------------ ---------------
Robert C. Baird, Jr. 1998 $232,499 $ -- $151,250(1) 7,500 $ 5,844(11)
Executive Vice President of the1997 212,504 99,252 108,969(2) 7,500 6,106
Company and the Bank 1996 187,923 78,928 75,000(3) 6,000 25,723
============================== ========== ============ ============ ================ ============ ===============
</TABLE>
1. The restricted shares granted in 1998 represent a target award that will be
adjusted based on the performance of the Company, as measured by its return
on average assets and return on average equity, in relation to that of a
designated peer bank group over the three year period ending December 31,
2000. The ultimate number of shares in which the named executive will vest
range from 0% to 200% of the target award. The restricted shares vest on
June 8, 2001 upon completion of certain employment requirements. The grant
date for the target award was June 9, 1998. The target award is valued at
$55.00 per share, the market price on the award date.
10
<PAGE>
2. The restricted shares granted in 1997 represent a target award that will be
adjusted based on the performance of the Company, as measured by its return
on average assets and return on average equity, in relation to that of a
designated peer bank group over the three year period ending December 31,
1999. The ultimate number of shares in which the named executive will vest
range from 0% to 200% of the target award. The restricted shares vest on
March 18, 2000 upon completion of certain employment requirements. The
grant date for the target award was March 18, 1997. The target award is
valued at $39.625 per share, the market price on the award date.
3. The restricted shares granted in 1996 represent a target award that will be
adjusted based on the performance of the Company, as measured by its return
on average assets and return on average equity, in relation to
that of a designated peer bank group over the three year period ending
December 31, 1998. The ultimate number of shares in which the named
executive will vest range from 0% to 200% of the target award. The
restricted shares vest on July 23, 1999 upon completion of certain
employment requirements. The grant date for the target award was July 23,
1996. The target award is valued at $30.00 per share, the market price on
the award date.
4. All bonuses have been paid under the Executive Compensation Plan (annual
performance-based incentive plan).
5. All awards have been made under the Long-Term Incentive Plan approved by
shareholders.
6. The restricted stock shares shown in the table represent 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 all restricted stock holdings of each
named executive officer calculated using the market price of the Company's
common stock as of December 31, 1998 were as follows: Mr. Marks,
$1,762,500; Mr. Milling, $600,000; Mr. Lawder, $450,000; Mr. Hope,
$375,000; and Mr. Baird, $375,000. Dividends are paid in full on such
restricted shares.
7. This represents $11,539 in imputed income for the group term life insurance
and $4,400 in matching contributions under the Savings Plus Plan.
8. This represents $7,275 in imputed income for the group term life insurance
and $4,400 in matching contributions under the Savings Plus Plan.
9. This represents $4,446 in imputed income for the group term life insurance
and $4,400 in matching contributions under the Savings Plus Plan.
10. This represents $1,444 in imputed income for the group term life insurance
and $4,800 in matching contributions under the Savings Plus Plan.
11. This represents $1,444 in imputed income for the group term life insurance
and $4,400 in matching contributions under the Savings Plus Plan.
11
<PAGE>
<TABLE>
<CAPTION>
II. OPTION GRANTS TABLE
Option Grants in 1998
================================================================================================================
Potential Realizable Value of
Individual Grants Assumed Annual Rates of Stock
Price Appreciation for Option
Term
- ------------------------- ------------------------------------------------------- -------------------------------
Number of % of Total
Securities Options
Underlying Granted to Exercise or
Options Employees in Base Price Expiration
Name Granted 1998 (Per Share) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
William Marks 20,000 13.14% $55.00 6/8/2008 $691,800 $1,753,100
R. King Milling 7,500 4.93% $55.00 6/8/2008 259,400 657,400
Kenneth A Lawder, Jr. 7,500 4.93% $55.00 6/8/2008 259,400 657,400
John C Hope III 7,500 4.93% $55.00 6/8/2008 259,400 657,400
Robert C Baird, Jr. 7,500 4.93% $55.00 6/8/2008 259,400 657,400
========================= ============= ============== =============== ============= ================ ================
Named Executive Officers' assumed value gained as a % of all shareholder gains:
Named Executive Officers $1,729,400 $4,382,700
Shareholders $809,145,200 $2,050,532,700
% of gain pertaining to Executive Officer's Options .21% .21%
</TABLE>
<TABLE>
<CAPTION>
III. OPTION EXERCISES AND YEAR-END VALUE TABLE
Option Exercises and Year-End Value Table
============================================================================================================================
Number of securities Value of unexercised
Shares acquired underlying unexercised in-the-money options at
Name on exercise Value realized options at December 31, 1998 December 31, 1998
--------------------- -----------------------
All exercisable All exercisable
<S> <C> <C> <C> <C>
William L. Marks 44,546 $1,719,767 106,484 $449,767
R. King Milling 3,196 107,740 28,414 149,075
Kenneth A. Lawder, Jr. 7,226 141,628 42,814 368,173
John C. Hope III -- -- 27,000 96,751
Robert C. Baird, Jr. -- -- 27,000 96,751
=========================== ================= ============================================== ===============================
</TABLE>
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 Stock Market, and of the bank stocks
12
<PAGE>
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.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
Cumulative Total Return Index for the Year
------------------------------------------
1993 1994 1995 1996 1997 1998
----- ---- ----- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Whitney Holding Corporation Common Stock............. 100 98 144 169 280 189
KBW 50 Total Return Index............................ 100 95 152 215 314 340
Nasdaq Total Return Index (U.S. Companies)........... 100 98 138 170 209 293
</TABLE>
Company Plans
The Company's executive officers, who are re-appointed annually, are
participants in the Company's Executive Compensation Plan, Long-Term Incentive
Program, Retirement Plans 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 the heading "Executive Compensation
Report".
Retirement Plan. The Bank, in 1964, established a non-contributory,
defined benefit retirement plan. The plan, as amended (the "Retirement Plan"),
generally covers salaried employees of the Company and its subsidiaries who are
at least 21 years of age and complete certain additional eligibility
requirements. In general, the monthly benefit payable under the Retirement Plan
at normal retirement age (age 65) is an amount based on final average monthly
compensation and years of service at normal retirement age, reduced by a portion
of the monthly Social Security amount payable at that age. Final average monthly
compensation (which includes the salaries and bonuses of executive officers set
forth in the Summary Compensation Table, but excludes the value of grants and
awards under the Long-Term Incentive Plan and contributions by the Company or
its subsidiaries to employee benefit plans) is calculated by averaging the
highest consecutive five years of compensation during the ten calendar years
preceding termination or retirement date. During the period 1994 through 1996,
annual compensation in excess of $150,000 is disregarded, and effective January
1, 1997, annual compensation in excess of $160,000 is disregarded. With certain
exceptions, years of service includes all periods of continuous
13
<PAGE>
service with the Company or its subsidiaries. Benefits under the Retirement Plan
are fully vested upon the completion of five years of credited service. The
Retirement Plan was most recently amended and restated in 1995. The maximum
annual benefit payable under the Retirement Plan for employees who retire in
1998 is the lesser of $130,000 (a limitation imposed by the Internal Revenue
Code) or 100% of "average compensation" (defined as the highest aggregate
earnings averaged over three consecutive years).
The Company adopted a non-qualified defined benefit retirement plan,
known as the Retirement Restoration Plan (the "Restoration Plan"), effective as
of January 1, 1995. The Restoration Plan provides to designated executive
officers benefits which are computed under the Retirement Plan's formula, but
without the restrictions imposed by certain specified provisions of the Internal
Revenue Code. Benefits due and payable under the Retirement Restoration Plan are
reduced by amounts actually payable from the qualified Retirement Plan.
The following table shows the estimated annual benefit payable from the
Retirement Plan upon retirement at age 65 to persons in specified compensation
and years of service classifications, computed on a straight life annuity basis,
including an estimate of the amount payable to any person designated as a
participant in the Retirement Restoration Plan. The table does not indicate
required deductions for Social Security benefits. Benefits under both the
Retirement Plan and Retirement Restoration Plan are calculated taking into
consideration base salary and cash bonus earned by the executive and exclude any
amounts received in the form of cash or stock under the Long-Term Incentive
Plan.
<TABLE>
<CAPTION>
RETIREMENT PLAN TABLE
==============================================================================================================
Credited Years of Service
- --------------------------------------------------------------------------------------------------------------
Highest Successive Five-Year 10 15 20 25 30
Average Remuneration
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
$ 200,000 $ 36,000 $ 54,900 $ 73,200 $ 91,500 $109,800
300,000 54,900 82,300 109,800 137,250 164,700
400,000 73,200 109,800 146,400 183,000 219,600
500,000 91,500 137,250 183,000 228,750 274,600
600,000 109,800 164,700 219,600 274,500 329,400
700,000 128,100 192,150 256,200 330,250 384,300
800,000 146,400 219,600 292,800 366,000 439,200
1,000,000 183,080 274,500 366,000 375,000 549,000
1,200,000 219,600 329,400 439,200 549,000 658,800
==============================================================================================================
</TABLE>
Messrs. Marks, Milling, Lawder, Hope, and Baird had, respectively, 8,
14, 7, 4, and 3 years of service as of December 31, 1998.
Savings Plus Plan. The Louisiana Bank established the Thrift Incentive
Plan (a non-contributory profit sharing plan) in 1952. The last contribution
made by the Louisiana Bank to the Plan was in 1988.
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 salaried employees of the Company and
its subsidiaries who have completed one year of service are eligible to
participate as of the first day of the following calendar quarter. Participants
may elect to contribute up to 10% of salary, subject to certain limitations; up
to the first 3% of salary contributed is matched on a dollar for dollar basis.
Participants are provided with investment discretion over all contributions and
may select from a variety of
14
<PAGE>
investment options. In 1998, the Louisiana Bank contributed $4,400 each on
behalf of Messrs. Marks, Milling, Lawder and Baird and $4,800 on behalf of Mr.
Hope.
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 the deferral of any disallowed employee contributions under the Savings
Plus Plan. Participants are permitted to direct the investment of deferrals into
a limited number of available investment options. Deferral elections must be
made prior to the calendar year in which the salary or bonus is earned.
Distribution under the Deferred Compensation Plan must generally coincide with
the attainment of retirement age and may take the form of a lump-sum payment or
a specified payment stream. In 1998, John Hope was the only listed executive
officer making a deferral under the Plan in the amount of $46,201.
Executive Agreements. The Company and the Bank have entered into
separate agreements with Messrs. Marks, Milling, Lawder, Hope and Baird
providing for compensation and severance benefits upon the termination of
employment under 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
Deposit Insurance Corporation or any other regulatory agency takes certain
actions in conjunction with the reorganization or liquidation of the Bank, (iii)
the Company or the Bank enter into a merger or consolidation, or sell all or
substantially all of their stock or assets, without the surviving or acquiring
corporation agreeing to assume the obligations of the Company or the Bank under
the agreements, or (iv) there is a change in the majority of the members of the
Company's or the Bank's Boards of Directors.
Under each agreement, if the acquiring company or the acquiring 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.
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 the normal risk of collectibility
or present other unfavorable features. In addition, Mr. Bullard, a director of
the Company and the Bank, personally borrows from the Bank and guarantees or is
otherwise liable for several commercial and real estate loans made by the Bank
to his closely held companies. The largest aggregate indebtedness of these loans
during 1998 was $6,063,136 and the aggregate balance on December 31, 1998 was
$5,933,080. Interest accrued on these loans during 1998 at rates ranging from
7.75% to 8.5%.
Pan-American Life Insurance Company, of which John K. Roberts, Jr., a
director of the Company, is Chairman and Chief Executive Officer, was paid
$78,764 during 1998 for insurance premiums providing group term life and AD&D
coverage for employees and medical/dental claim administrative services rendered
to the Company and its subsidiary banks.
15
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Because the Company is a public company, its executive officers,
directors and 10% beneficial shareholders are required to file with the
Securities and Exchange Commission initial reports of ownership and 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
1998.
ACCOUNTANTS
The shareholders will be asked to ratify the Board's selection of
Arthur Andersen LLP as independent public accountants to audit the books of the
Company and its subsidiaries for 1999. The firm has served as the Company's
auditors since 1964. Representatives of Arthur Andersen LLP 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 (abstentions and brokers non-votes will be
disregarded), 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 2000 Annual Meeting of Shareholders,
such proposals must be received at the Company's principal executive office no
later than November 18, 1999.
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.
William L. Marks,
Chairman
16
<PAGE>
<PAGE>
March 18, 1999
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 28, 1999, at 10:30
a.m., for the purposes of considering and voting upon:
1. Election of three directors to serve until the 2004 Annual Meeting,
or until their successors are elected and qualified.
2. Ratification of the selection of Arthur Andersen LLP as independent
public accountants to audit the books of the Company and its subsidiaries for
1999.
3. Such other business as may properly come before the meeting or any
adjournments or postponements thereof.
The close of business on March 4, 1999, has been fixed as the record
record date for determining shareholders entitled to notice of and to vote at
the meeting.
By order of the Board of Directors.
Joseph S. Schwertz, Jr.
Secretary
- --------------------------------------------------------------------------------
228 St. Charles Avenue, New Orleans, Louisiana 70130
Detach Proxy Card Here
- -------------------------------------------------------------------------------
o
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL OF THE FOLLOWING PROPOSALS:
1. Election of three Directors to serve until the 2004 Annual Meeting, or
until their successors are elected and qualified.
FOR all nominees WITHHOLD AUTHORITY to vote for
listed below o all nominees listed below o *EXCEPTIONS o
Terms expiring 2004: Messrs. Harry J. Blumenthal, Jr., Joel B. Bullard, Jr.
and Angus R. Cooper, II
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "Exceptions" box and write that nominee's name on the line below.)
*Exceptions
----------------------------------------------------------------
2. Ratification of the selection of Arthur Andersen LLP as independent public
accountants for 1999. FOR o AGAINST o ABSTAIN o
When properly executed and returned, this proxy will be voted in the manner
specified thereon. If no manner is specified, the proxy will be voted FOR
proposals 1 and 2.
Change of Address and or Comments Mark Here o
NOTE: Please sign as your 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 title as
such. If a corporation, please sign in full corporate name by
authorized officer. If a partnership, please sign in full partnership
name by authorized person.
Date , 1999
--------------------------------
------------------------------------------
------------------------------------------
Signature of shareholder
Please Sign, Date and Return the Proxy Votes MUST be indicated
Promptly Using the Enclosed Envelope. (x) in Black or Blue Ink. o
<PAGE>
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.
------------------------------------------------------------------------------
WHITNEY HOLDING CORPORATION
P R O X Y
Solicited by the Board of Directors
The undersigned hereby appoints Lloyd J. Abadie, Richard C. Hart and
John A. Rehage, and each of them, proxies with full power of substitution, to
represent and to vote all shares of Common Stock of Whitney Holding
Corporation which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of said corporation to be held on April 28, 1999 or any
adjournments or postponements thereof (1) as hereinafter specified upon the
proposals listed below and (2) in their discretion upon such other business as
may properly come before the meeting.
(Continued And To Be Signed On Other Side.)
WHITNEY HOLDING CORPORATION
P.O. BOX 11183
NEW YORK, N.Y. 10203-0183
<PAGE>
