AMENDMENT ONE TO THE WHITNEY HOLDLING CORPORATION RETIREMENT RESTORATION PLAN

Employee Benefits Plan Agreement

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Title: AMENDMENT ONE TO THE WHITNEY HOLDLING CORPORATION RETIREMENT RESTORATION PLAN
Date: 8/10/2009
Industry: Regional Banks Sector: Financial

Exhibit 10.2

AMENDMENT ONE TO THE

WHITNEY HOLDLING CORPORATION

RETIREMENT RESTORATION PLAN

Effective for Benefit Commencement Dates on or after December 1, 2008, Section 4.4, Form of Restoration Benefit, is amended in its entirety to read as follows:

4.4 Form of Restoration Benefit

A Participant's Restoration Benefit hereunder shall be payable in the form designated by a Participant during his or her Retirement Election Period, from among the following:

Single Life Annuity - Equal monthly payments for the life of the Participant with no period of guaranteed payment.

Term Certain Annuity - Equal monthly payments for the life of the Participant, with a period of 120 or 180 monthly guaranteed payments designated by the Participant. If both the Participant and the Participant’s Beneficiary die before all of the guaranteed monthly payments have been made, the remaining monthly payments will be paid to the contingent Beneficiary designated by the Participant.

Joint and Survivor Annuity - Equal monthly benefits payable for the

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