On May 20, 2009, Whitney Holding Corporation's (the Company) Board of Directors voted unanimously to create a new position of Lead Director, to be designated by the vote of the independent directors. The independent directors elected Eric Nickelsen as their first Lead Director. Mr. Nickelsen has served on the Company's Board since 2000, and is an independent director under the rules of the Nasdaq Stock Market and the Company's director independence standards. He currently serves as the Vice Chairman of the Board's Audit Committee and as a member of the Board's Executive, Compensation and Human Resources, and Nominating and Corporate Governance Committees.

In connection with the creation of the new Lead Director position, the Board's Corporate Governance Guidelines will be amended to identify the responsibilities of the Lead Director, which include, among other things, serving as the Chair of the executive session of the independent directors of the Board, acting in the role of liaison between the independent directors and the CEO, suggesting and discussing appropriate agenda items with the Chairman and CEO, and chairing the meetings of the Board in the absence of the Chairman and CEO.

The Nominating and Corporate Governance Committee recommended to the Board that the Compensation and Human Resources Committee discuss at its June meeting the additional director compensation to be paid to Mr. Nickelsen for his role as Lead Director.

In accordance with general instruction B.2 of Form 8-K, the information in this Item 7.01 is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

The Company held its annual meeting of shareholders on May 20, 2009 (the Annual Meeting). A copy of the visual part of the Company's presentation at this Annual Meeting is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The presentation can also be found on the Company's website.

Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities and Exchange Act of 1934, as amended. There was no solicitation in opposition to the nominees for election to the Company's Board for Directors as listed in the proxy statement. At the Annual Meeting, shareholders elected all four of the directors nominated by the Board of Directors. The voting results for each nominee for director were as follows:

Directors with Terms Expiring in 2009 and Elected for Terms Expiring in 2011

                         Nominee            For       Abstentions
                   A.R. Blossman, Jr.    53,065,966    5,307,415
                   John M. Turner, Jr.   55,950,550    2,422,831

Directors with Terms Expiring in 2009 and Elected for Terms Expiring in 2014

                        Nominee            For       Abstentions
                   Angus R. Cooper II   55,190,844    3,182,537
                    Terence E. Hall     56,215,933    2,157,448

Shareholders also ratified the selection of PricewaterhouseCoopers LLP as independent auditors for 2009 and approved the compensation of the Company's named executive officers as disclosed in the Company's 2009 proxy statement. The results of the shareholder vote were as follows:

Proposal to Ratify the Selection of PricewaterhouseCoopers LLP as independent auditors for 2009

For Against Abstentions 57,872,783 377,964 122,633

Proposal to Approve a Non-Binding Advisory Resolution Regarding the Compensation of the Company's Named Executives as set forth in the proxy statement

For Against Abstentions 43,527,635 14,205,258 640,491

(d) Exhibits. Exhibit 99.1 listed in the exhibit index is furnished pursuant to Regulation FD as part of this current report on Form 8-K and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934.

The following exhibits are filed herewith:

Exhibit No. Description of Exhibit

          99.1        Copy of the Company's visual presentation at the
                      Company's Annual Meeting of Shareholders on May
                      20, 2009.