0000106926-06-000092 Sample Contracts

PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
Performance-Based Restricted Stock Unit Agreement • July 6th, 2006 • Whitney Holding Corp • National commercial banks

by Whitney Holding Corporation (the “Corporation”) of Restricted Stock Units (the “Units”) representing the right to receive, on a one-for-one basis, shares of the Corporation’s no par value common stock (“Shares”), pursuant to and subject to the provisions of the Whitney Holding Corporation 2004 Long-Term Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages of this award agreement (this “Agreement”).

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