Exhibit 10.1

IBERIABANK Corporation

Retirement Savings Plan

Amended and Restated April 1, 2005

TABLE OF CONTENTS

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PREAMBLE

This plan holds the assets of the IBERIABANK Corporation Employee Stock Ownership Plan (“Legacy ESOP”), which merged into the IBERIABANK Corporation Profit Sharing Plan and Trust (“Profit Sharing Plan”). The merged plan is hereby renamed the IBERIABANK Corporation Retirement Savings Plan. The history of the Plan is as follows:

The Profit Sharing Plan was originally established effective January 1, 1982, and has been amended and restated numerous times since then (most recently restated effective January 1, 2003). The Profit Sharing Plan was amended effective June 30, 2005 to create an employee stock ownership plan within the Profit Sharing Plan, represented by the assets held in the form of Employer Securities.

The Legacy ESOP was originally established effective January 1, 1995, to enable eligible employees to acquire a proprietary interest in capital stock of the Employer, while allowing the use of exempt loans to the Legacy ESOP pursuant to Labor Regulation §2550.408b-3 and Treasury Regulation §54.4975-7(b). The exempt loan was repaid in full as of March 31, 2005.

The Legacy ESOP merged into the Profit Sharing Plan effective April 1, 2005, to create the IBERIABANK Corporation Retirement Savings Plan (“Plan”). The Plan no longer allows exempt loans, but remains an ESOP (represented by assets in the Legacy ESOP Accounts and other assets of the Plan held in the Employer Securities Fund).

To the extent not inconsistent with the terms of this Plan document, the Trust document for the Plan shall be the trust provisions in the Merrill Lynch Special/Flexible Prototype Defined Contribution Plan and Trust, until such time as the individual Trustees named by the Company are replaced by an institutional directed trustee.

The purpose of this Plan is to encourage Employees to save and systematically invest a portion of their current compensation in order that they may have an additional source of income upon their retirement, to provide them with an opportunity to become stockholders of the Company, and to provide an opportunity to receive current income in the form of dividends on Employer Securities (which dividends may also be reinvested to purchase additional Employer Securities). The benefits provided by the Plan are paid from the Trust Fund established by the Employer and are in addition to the benefits Employees are entitled to receive under the United States Social Security Administration. The Plan and the Trust forming a part hereof are maintained for the exclusive benefit of the Participants and their Beneficiaries.

The Plan is hereby restated effective April 1, 2005 (except as otherwise stated) to implement provisions relative to the Merger, to incorporate prior amendments relating to the addition of employee stock ownership plan features, and to make other changes and clarifications.

ARTICLE I

DEFINITIONS

All capitalized terms used in this Plan shall have the meaning set forth in this Article I, unless a different meaning is plainly required by the context:

1.1 Accounts means each of a Participant’s Pre-Tax Contribution Account, After-Tax Contribution Account, Catch-up Contribution Account, Employer Contribution Account, Dividend Account, Legacy ESOP Account, Pre-Tax Rollover Contribution Account, and After-Tax Rollover Account (including sub accounts established from time to time under each such Account) established and maintained to record the interest of a Participant in the Trust Fund.

1.2 Active Participant means an Eligible Participant who performs 1,000 Hours of Service during a Plan Year and is employed by a Participating Employer on the last day of the Plan Year. A Participant on leave pursuant to the Family and Medical Leave Act of 1993 shall be deemed to be employed on the last day of the Plan Year. An Eligible Participant who terminates employment after his Normal Retirement Date, Disability or death shall be deemed to be an Active Participant.

1.3 After-Tax Rollover Contribution Account means the Account maintained for a Participant to record his after-tax rollover contribution made pursuant to Section 3.6.

1.4 Affiliate or Affiliated Company means the Company and all other entities required to be aggregated with the Company under Sections 414(b), (c), (m) or (o) of the Code.

1.5 Beneficiary means the person or persons designated by a Participant to receive the amount, if any, payable under the Plan in the event of a Participant’s death. Each Beneficiary designation shall be in the form prescribed by the Committee.

If the Participant is married and designates someone other than his legal spouse, his Beneficiary designation must include the written consent of his spouse at the time the designation is made. Such written consent must approve the Beneficiary designated and acknowledge the effect of such designation and must be notarized by a notary public. Such written consent shall not be required if it is established to the satisfaction of the Committee that: (i) the Participant has no spouse; (ii) the spouse’s consent cannot be obtained because the spouse cannot be located, or (iii) such other circumstances exist as may be prescribed in regulations issued pursuant to Code Section 417.

If no valid Beneficiary designation is in effect at the time of the Participant’s death, then, to the extent that any benefits are payable under the Plan after such death, Beneficiary shall mean the Participant’s legal spouse, if he is married at the time of his death, otherwise Beneficiary shall mean the Participant’s estate.

1.6 Board of Directors means the Board of Directors of the Company.

1.7 Catch-up Contribution Account means the Account maintained for a Participant to record the Catch-up Contributions under Section 3.7 contributed by the Employer on such Participant’s behalf.

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1.8 Change of Control means a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, or any successor thereto, whether or not the Employer is registered under the Exchange Act, other than a conversion of the Employer’s mutual holding company to the stock form of organization.

1.9 Code means the Internal Revenue Code of 1986, as amended.

1.10 Committee means the Plan Administration and Investment Committee designated by the Company to administer the Plan in accordance with Article XI or a person or entity designated by the Committee.

1.11 Company means IBERIABANK Corporation and any successor company that may continue the Plan.

1.12 Compensation The term “Compensation,” as modified below, has the following meaning for each respective purpose under the Plan:

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The amount of a Participant’s annual Compensation that can be taken into account under the Plan shall not exceed the annual compensation limit under Code Section 401(a)(17), as adjusted for cost-of-living increases in accordance with Code Section 401(a)(17)(B) ($210,000 in 2005).

1.13 Disability means a condition that qualifies the Participant for commencement of either (i) benefits for permanent and total disability under Federal Old Age and Survivor Insurance, or (ii) benefits under the Participating Employer’s long term disability plan.

1.14 Dividend means a cash distribution paid by the Employer with respect to Employer Securities that is characterized as a dividend under applicable state law.

1.15 Dividend Account means the Account maintained for a Participant to record Dividends paid with respect to assets held in his Account pursuant to Section 8.3.

1.16 Eligible Employee means any Employee of a Participating Employer who has attained age eighteen (18), provided, however, that an Eligible Employee shall not include:

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All determinations shall be made in the sole discretion of the Participating Employer in a uniform non-discriminatory manner.

1.17 Employee means any person who is receiving remuneration for personal services rendered as a common law employee.

1.18 Employer means a Participating Employer or a Non-Participating Employer. Appendix A lists each Participating Employer.

1.19 Employer Contribution means any (a) Matching Contributions, (b) Employer Discretionary Contributions, (c) contributions required on account of the Plan being deemed to be Top-Heavy, and (d) contributions made to the Legacy ESOP that have been transferred to the Plan.

1.20 Employer Contribution Account means the Account established for a Participant that is funded by Employer Contributions under Article IV of the Plan.

1.21 Employer Discretionary Contribution means a contribution by an Employer to the Trust Fund in accordance with Section 4.2.

1.22 Employer Securities means common stock issued by the Company that is readily tradable on an established securities market.

1.23 Entry Date means the first business day after the date the Employee meets the eligibility requirements of Article II, and each business day thereafter.

1.24 ERISA means the Employee Retirement Income Security Act of 1974, as amended.

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1.25 ESOP means the Employee Stock Ownership Plan portion of the Plan, which is intended to meet the requirements of Code Section 4975(e)(7) and Treas. Reg. Section 54.4975-11, and which shall consist of the Employer Securities Fund (as defined in Section 8.1 of the Plan).

1.26 Highly Compensated Employee as determined for any Plan Year after the Plan Year ending December 31, 1996, means any Employee who (a) was a 5% owner (as defined at Section 416(i)(1)(B)(i) of the Code) at any time during the current year or the previous year or (b) received Compensation in excess of $80,000 (as adjusted after 1997 under Code Section 414(q)(1)) in the preceding Plan Year (Employees earning $90,000 in 2004 will be considered Highly Compensated Employees in 2005; Employees earning $95,000 in 2005 will be considered Highly Compensated Employees in 2006).

1.27 Hour of Service means:

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Hours of Service shall also include service with any corporation or partnership that enters into an asset or stock transaction with a Participating Employer (“Seller”), as to Employees who were employed with the Seller on the date of the acquisition and who are employed by any Participating Employer within 30 days of the acquisition, provided (a) the Seller in a stock transaction does not sponsor a defined contribution plan with 401(k) features, or (b) the Seller in an asset transaction does not transfer sponsorship of a defined contribution plan with 401(k) features to a Participating Employer. The Plan will be amended on a regular basis to identify the new predecessor employers pursuant to this provision.

Hours of Service includes service with Iberia Savings Bank, Iberia Financial Services, LLC, Finesco, LLC, Jefferson Bank, LBA Savings Bank, IBERIABANK Insurance Services, LLC, Alliance Bank and American Horizons Bank.

The number of Hours of Service to be credited under this Section on account of a period during which an Employee performs no duties, and the Plan Years to which Hours of Service shall be credited under this Section, shall be determined by the Committee in accordance with Sections 2530.200b-2(b) and (c) of the Regulations of the U.S. Department of Labor.

1.28 Legacy ESOP means the IBERIABANK Corporation Employee Stock Ownership Plan, which was merged into the Plan effective April 1, 2005.

1.29 Legacy ESOP Account means the Account maintained for a Participant to record assets held in a Participant’s Account that are attributable to the Legacy ESOP.

1.30 Matching Contribution means a contribution by an Employer to the Trust Fund as described in Article IV.

1.31 Matching Contribution Account means the Account established for a Participant that is funded by Matching Contributions under Section 4.1 of the Plan.

1.32 Non-Highly Compensated Employee means an Employee who is not a Highly Compensated Employee.

1.33 Non-Participating Employer means an Affiliated Company that is not a Participating Employer.

1.34 Normal Retirement Age means the Participant’s attainment of age sixty-five (65).

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1.35 Normal Retirement Date means the first day of the month following the month during which the Participant attains Normal Retirement Age.

1.36 One Year Break in Service or Break in Service means a Plan Year in which a Participant has 500 or less Hours of Service.

1.37 Parental Absence means an Employee’s absence from work for any of the following reasons: (i) the pregnancy of the Employee, (ii) the birth of the Employee’s child, (iii) the adoption of a child by the Employee, or (iv) the need to care for the Employee’s child immediately following the child’s birth or adoption; provided, however, that the Committee, in its sole discretion, may require evidence that any absence is on account of a reason enumerated herein and evidence as to the duration of such absence.

1.38 Participant means (a) any Eligible Employee who satisfies the participation requirements set forth in Article II, and (b) any former Employee on whose behalf an Account continues to be maintained in the Plan pursuant to Article II. An Eligible Employee remains a Participant as long as he has an Account balance, as provided in Section 2.3.

1.39 Participating Employer means the Company and any Affiliated Companies, listed at Appendix A of the Plan.

By participating in this Plan, the governing body of any Participating Employer expressly recognizes and delegates to the Company and its Board of Directors the right to exercise on the behalf of the Participating Employer all power and authority conferred by the Plan to the Participating Employer or its board of directors.

1.40 Plan means the IBERIABANK Corporation Retirement Savings Plan, as set forth in this document and as amended from time to time.

1.41 Plan Administrator means the Committee.

1.42 Plan Year means the calendar year.

1.43 Pre-Tax Contribution or Pre-Tax Contribution means the amount contributed by the Employer on behalf of a Participant in accordance with Section 3.1.

1.44 Pre-Tax Contribution Account means the Account maintained for a Participant to record the Pre-Tax Contributions under Section 3.1, contributed by the Employer on such Participant’s behalf.

1.45 Pre-Tax Contribution Agreement means the agreement described in Article III.

1.46 Required Beginning Date means for anyone other than a 5% owner (as defined in Code Section 416(i)(1)(B)(i)), April 1st of the calendar year following the calendar year in which the Employee attains age 70  ¹ / 2 or, if later, the calendar year in which the Employee terminates employment with all Participating Employers. For 5% owners, Required Beginning Date means April 1st of the calendar year following the calendar year in which a Participant attains age 70  ¹ / 2 .

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1.47 Rollover Contribution Account means the Account maintained for a Participant to record his rollover contribution made pursuant to Section 3.6.

1.48 Trust or Trust Agreement means the trust established by the Plan under which contributions to the Plan shall be received, held, invested and disbursed to or for the benefit of Participants and their Beneficiaries and Alternate Payees.

1.49 Spouse means an individual of the opposite sex who is legally married to the Employee.

1.50 Temporary Employee means an individual who is paid through an Employer payroll and is classified by the Employer as employed on a temporary basis.

1.51 Trustee means such individual, individuals or entity that has or shall have accepted the appointment by the Board of Directors as Trustee under the Plan.

1.52 Valuation Date means each business day. The Annual Valuation Date means the last day of the Plan Year.

1.53 Year of Service for vesting purposes means a Plan Year in which the Employee completes 1,000 Hours of Service. Years of Service for eligibility purposes means the twelve (12) consecutive month period beginning on the date the Employee first performs an Hour of Service for the Employer in which the Employee completes 1,000 Hours of Service. Provided, however, that succeeding computation periods shall be based on the Plan Year, commencing with the Plan Year that began immediately prior to the first anniversary of the date the Employee first performed an Hour of Service. Years of Service shall include all service with the Employer, including service prior to the attainment of age 18.

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ARTICLE II

PARTICIPATION

2.1 401(k) Participant . Each Eligible Employee shall be eligible to enter into a Pre-Tax Contribution Agreement and thereby make Pre-Tax Contributions as of the first of the month following the date of employment by a Participating Employer. Effective September 1, 2005, entry shall be as soon as is administratively feasible following the Participant’s date of employment by a Participating Employer. Effective September 1, 2005, each Eligible Employee who is a Temporary Employee shall be eligible to enter into a Pre-Tax Contribution Agreement and thereby make Pre-Tax Contributions only upon completion of one Year of Service for eligibility purposes.

2.2 Eligible Participant .

2.3 Termination of Participation. An Eligible Employee or Participant who (i) has terminated employment, (ii) becomes a member of a group of employees covered by a negotiated collective bargaining agreement which does not provide for participation in the Plan, (iii) no longer meets the definition of Eligible Employee, or (iv) becomes an employee of a Non-Participating Employer shall no longer be an Eligible Employee but shall continue as a Participant in the Plan entitled to share in the earnings and losses of the Trust Fund and to exercise the rights of a Participant hereunder until his Accounts have been distributed.

The participation of any Participant shall end when (i) no further benefits are payable to him or his Beneficiary under the Plan and (ii) no further amounts are credited to his Accounts.

2.4 Participation Following Reemployment. If an Eligible Employee has terminated employment but is reemployed, he shall automatically become a Participant as of the date he first performs an Hour of Service following reemployment. The Committee shall allow the Participant to elect to make Pre-Tax Contributions pursuant to Section 3.1.

2.5 Rights of Returning Veteran . This Section applies to Returning Veterans who apply for reemployment. Notwithstanding any provisions of the Plan to the contrary, contributions, benefits, Plan loan repayments and service credit with respect to qualified military service will be provided in accordance with Code Section 414(u).

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The Employee Contributions can be made over a period of years equal to three times the period of Uniformed Service, not to exceed five years. The Employee Contributions shall be deemed to apply first to the earliest period of the Service with the Uniformed Services.

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2.6 Omission of Eligible Employee . If in any Plan Year, any Employee who should be included as a Participant in the Plan is erroneously omitted and discovery of such omission is not made until after a contribution by his Employer for the year has been made, the Administrator shall allocate Forfeitures to the Participant’s Account for the omitted Employee in

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the amount the Employer would have contributed with respect to him had he not been omitted and any earnings, as specified in applicable IRS guidance. If Forfeitures are insufficient to satisfy the obligation to the omitted Employee, the Employer shall make a contribution with respect to the omitted Employee in the amount that the Employer would have contributed with respect to him had he not been omitted. Such contribution shall be made regardless of whether or not it is deductible in whole or in part in any taxable year under applicable provisions of the Code.

2.7 Inclusion of Ineligible Employee . If, in any Plan Year, any person who should not have been included as a Participant in the Plan is erroneously included and discovery of such incorrect inclusion is not made until after a contribution for the year has been made, the Employer shall not be entitled to recover the contribution made with respect to the ineligible person regardless of whether or not a deduction is allowable with respect to such contribution. In such event, the amount contributed with respect to the ineligible person shall constitute a Forfeiture for the Plan Year in which the discovery is made, in accordance with Section 5.2.

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ARTICLE III

EMPLOYEE CONTRIBUTIONS

3.1 Pre-Tax Contributions. A 401(k) Participant may enter into a Pre-Tax Contribution Agreement with his Employer on such form(s) as the Committee shall prescribe. In the Pre-Tax Contribution Agreement the Eligible Employee shall agree to accept a deferral of his Plan Compensation, determined on a payroll basis, expressed as a dollar amount or as a whole percentage no more than 100% of Plan Compensation. The Plan Administrator may adjust a Participant’s Pre-Tax Contribution election to the extent necessary to enable withholding for applicable taxes, benefits and other deductions. The Pre-Tax Contribution Agreement shall remain in effect until changed or discontinued as provided in Section 3.3. An Eligible Employee’s election under this Section 3.1 will be made effective as of the next payroll period.

No Pre-Tax Contribution may be paid to the Plan by the Employer on behalf of a Participant after he ceases to be an Eligible Employee or during any period when such Participant is not receiving Plan Compensation from a Participating Employer.

3.2 Delivery of Pre-Tax Contribution Contributions . All Pre-Tax Contributions shall be transmitted to the Trustee by the Employer as soon as practicable (but in no event later than the 15th business day of the month following the month in which the Pre-Tax Contributions would have otherwise been payable to the Participant in cash).

3.3 Changes in and Discontinuance of Pre-Tax Contributions . A Participant may change his Pre-Tax Contribution agreement on a monthly basis following advance notice of such change in such form and within such time period preceding the effective date as the Committee may prescribe. Any such change shall be effective as of the first payroll period coincident with or next following the first day of the month following the election change. A Participant may discontinue Pre-Tax Contributions paid by his Employer to the Plan on his behalf effective as of the next payroll period after written notice is provided to the Plan Administrator.

3.4 Dollar Limitation . In no event shall a Participant’s Pre-Tax Contribution Contributions for a Participant’s taxable year exceed the dollar limitation contained in Code Section 402(g) to reflect increases in the cost of living. The dollar limit is $14,000 for 2005 and $15,000 for 2006. Catch-up Contributions under Section 3.7 and Code Section 414(v) shall not be considered in determining whether the limit in this Section 3.4 has been reached.

3.5 Return of Excess Deferral Amounts . If a Participant’s Pre-Tax Contribution Contributions under the Plan should exceed the dollar limitation under Section 3.4 for a Plan Year, the excess amount and the earnings thereon shall be distributed to the Participant no later than the April 15 following the calendar year of the excess deferral. If a Participant notifies the Committee in writing no later than March 1 following the calendar year of the excess deferral that he was also a participant in a plan of an unrelated employer governed by the Code Section 402(g) dollar limitation described in Section 3.4, that the total deferrals under the plans exceeded the dollar limitation described in Section 3.4, and that he has allocated some or all of the excess deferrals to this Plan, then the excess allocated to this Plan (and the earnings thereon) shall be distributed to the Participant no later than the following April 15. Excess deferrals that are distributed back to the Participant are not considered to be Annual Additions.

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Any returned excess deferrals will include income or loss for the calendar year of the excess deferral, as well as income or loss for the “gap period” between the end of that year and the date of distribution. The gain or loss allocable to the excess deferral amount for the preceding calendar year shall be determined by any reasonable method, provided that such method does not violate Section 401(a)(4) of the Code, is consistently applied, and is used for allocating income to Participants’ Accounts.

Any Matching Contributions attributable to returned Pre-Tax Contributions shall be forfeited. The amount of excess deferrals to be distributed shall be reduced by Excess Contributions previously distributed for the taxable year ending in the same Plan Year, as provided in Appendix B, Section 3.

3.6 Rollover Contributions . An Eligible Employee may contribute to the Plan any amount distributed from the Participant’s individual retirement account, individual retirement annuity, or qualified plan which qualifies under either of Code Sections 402(c) or 408(d)(3)(A)(ii), which is transferred within the required time, and which meets all other requirements of law for a rollover to the Plan. The Employer, the Committee, and the Trustee shall rely upon the Participant’s written certification that the transfer is a permitted rollover meeting all the above requirements. Such a contribution shall be held in a separate Rollover Contribution Account for the Eligible Employee. If the Committee should learn that the rollover did not meet all the aforesaid requirements, the value of the Participant’s Rollover Contribution Account as of the preceding Valuation Date (or the date of the rollover, if later) shall be returned to him. The Plan does not accept Rollover Contributions that represent hardship distributions described in Code §401(k)(2)(B)(i)(IV).

Effective January 1, 2002, the Plan accepts, in addition to the rollovers described in the previous paragraphs, the following distributions: distributions from a qualified plan described in Code Sections 403(a) and 403(b); distributions from an eligible plan under Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state; and the portion of a distribution from an individual retirement account or annuity described in Code Section 408(a) or (b) that is eligible to be rolled over and would otherwise be includible in gross income.

Effective September 1, 2005, the Plan shall accept Rollover Contributions that have previously been subject to federal income taxation. Such Rollover Contributions shall be held in a separate Account (After-Tax Rollover Account).

3.7 Catch-up Contributions . Effective January 1, 2002, all employees who are eligible to make Pre-Tax Contributions under this Plan and who have attained page 50 before the close of the Plan Year shall be eligible to make Catch-up Contributions in accordance with, and subject to the limitations of, Code Section 414(v). Such Catch-up Contributions shall not be taken into account for purposes of Sections 3.4 and 6.3 of the Plan (implementing the required limitations of Code Sections 402(g) and 415). Catch-up Contributions shall be taken into account for purposes of Section 4.1 (regarding Matching Contributions). For all other purposes of the Plan, Catch-up Contributions shall be treated in the same manner as Employee Deferrals. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of Code Sections 401(k)(3), 401(k)(11), 401(k)(12), 401(b), or 416, as applicable, by reason of making of such Catch-up Contributions.

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ARTICLE IV

EMPLOYER CONTRIBUTIONS

4.1 Matching Contributions . The Compensation Committee of the Board of Directors shall determine the amount of a Matching Contribution, if any, to be contributed which shall not exceed 20% of each Participant’s Plan Compensation contributed as Pre-Tax Contributions for the Plan Year. The Matching Contribution shall be allocated as a percentage of each Participant’s Pre-Tax Contributions for the applicable Plan Year, provided such Participant has satisfied the Matching Contribution eligibility requirements of Section 2.2(a).

4.2 Employer Discretionary Contributions . The Compensation Committee of the Board of Directors shall determine the amount of Employer Discretionary Contributions, if any, to be contributed for the Plan Year. The Employer Discretionary Contribution, if any, shall be allocated as of each Annual Valuation Date to the Employer Contribution Accounts of all Active Participants in the proportion that each such Active Participant’s Plan Compensation bears to the Plan Compensation for all Active Participants for such year, provided such Participant has satisfied the Employer Discretionary Contribution eligibility requirements of Section 2.2(b). The Company may contribute all or part of the entire amount due on behalf of one or more Participating Employers and charge the amount thereof to the Participating Employers responsible therefor. With respect to a Participant who terminated employment due to Disability but is eligible to receive Employer Discretionary Contributions, Plan Compensation shall include the earnings he or she would have received or the entire Plan Year in which the Disability occurred if he or she had been paid for such year at the rate at which he or she was being paid immediately prior to such Disability. Contributions made with respect to such Compensation shall be nonforfeitable and continued for all Participants whose employment terminates due to Disability.

In no event shall the contribution under this Section 4.2, when added to the other contributions under the Plan, exceed the maximum amount that may be claimed as a deduction by the Company for federal income tax purposes under Code Section 404(a)(3).

4.3 Top-Heavy Contributions . As of the end of any Plan Year in which the Plan is Top-Heavy, the Employer shall contribute to the Employer Contribution Account of each Participant who is a Non-Key Employee the amount required under Article XIII.

4.4 Delivery of Contributions . Employer Contributions, if any, shall be delivered in one or more installments to the Trustee no later than the due date (including extensions) of the Participating Employer’s federal income tax return for its fiscal year ending with or during the Plan Year for which the contribution is made. Employer Contributions may be paid in cash, Company Stock, or other property as the Employer may from time to time determine.

4.5 Adjustments if Pre-Tax Contribution Contributions Adjusted . If under Section 3.5 or Section 3 of Appendix B a Participant’s Pre-Tax Contribution Contributions are returned to him, the amount of the Matching Contributions shall be reduced accordingly.

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Notwithstanding the above, Employer Contributions and amounts held in the Legacy ESOP Account shall become 100% vested if a Participant terminates on or after his Normal Retirement Date or due to Disability or death. Legacy ESOP Accounts shall also be 100% vested upon a Change of Control.

5.2 Forfeitures. A Participant shall forfeit the nonvested portion of his Employer Contribution Account upon the earlier of 5 consecutive Breaks in Service or the distribution of the vested portion of his Accounts. If the value of a Participant’s vested percentage is zero, the Participant shall be deemed to have received a distribution as of the date of termination (and therefore shall incur a forfeiture).

Forfeitures of Employer Contributions shall be used: first, to reinstate previously forfeited Account balances of former Participants, if any, who are reemployed after a Break in Service (in accordance with Section 5.4); second, to make up contributions for any Eligible Employees erroneously omitted from the Plan (pursuant to Section 2.6), third, to offset Employer Contributions; fourth, to offset administrative costs; and finally, allocated to Participants in the same manner as Employer Contributions. Prior to September 1, 2005, forfeitures of assets attributable to the Legacy ESOP during such period shall be used: first to reinstate the previously forfeited Account balances of former Participants, if any, who are reemployed after Break in Service (in accordance with Section 5.4); second, to make contributions to Accounts of Participants erroneously omitted from the Plan (in accordance with Section 2.6) and to correct any other errors or omissions in the administration and operation of the Plan that would otherwise require additional contributions by the employer; and third, allocated among the Accounts of (i) Active Participants and (ii) Participants who terminated on or after their Normal Retirement Date prior to September 1, 2005, in the same proportion that each such Participant’s Plan Compensation for the year bears to the total Plan Compensation of all such Participants for the year.

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5.3 Reemployment Before Break in Service . If an Employee has a termination of employment with an Employer and is reemployed before a One-Year Break in Service occurs, he will be treated for vesting purposes as if the termination had not occurred.

5.4 Reemployment After Break in Service . The following special rules apply if an Employee has a One-Year Break in Service and is later reemployed by an Employer.

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ARTICLE VI

ALLOCATIONS

6.1 Allocation of Contributions . Contributions to the Plan shall be allocated in the following manner:

6.2 Definitions .

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6.3 Annual Additions . Except to the extent permitted under Section 3.7 and Code Section 414(v), if applicable, the Annual Addition limit in this Section 6.3 shall be the lesser of (a) $40,000, as adjusted for increases in the cost of living under Code Section 415(d), or (b) 100% of the Participant’s Limitation Compensation for such Limitation Year. The limit referred to in (b) shall not apply to any contribution for medical benefits after separation from service (within the meaning of Code Section 401(h) or 419(A)(f)(2)) that is otherwise treated as an Annual Addition. Makeup contributions for Returning Veterans will be subject to this limitation with respect to the year in which the contributions relate but not in the year in which the contributions were made.

6.4 Limitation for Other Defined Contribution Plans . In the event that the Annual Addition which would otherwise be made to an Employee’s accounts under all defined contribution plans maintained by the Employer for any Limitation Year exceeds the limitations set forth in this Article VI, the excess Annual Addition shall be attributed first to the Plan, and the Employer shall treat such excess as follows:

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ARTICLE VII

INVESTMENTS

7.1 Trust Fund . All contributions, and the earnings on such amounts, shall be delivered to the Trustee and held in trust and pursuant to the terms of the Plan, and in particular the terms of this Article VII and Article XV.

7.2 Separate Accounts . Separate Accounts shall be maintained by the Trustee or a recordkeeping agent appointed by the Plan Administrator for each Participant.

7.3 Valuation . The fair market value of the assets comprising the Trust shall be determined as of each Valuation Date, in accordance with generally accepted valuation methods and accounting practices. As of each Valuation Date, the value of each Account shall be adjusted to reflect the effect on each sub-account of any change in the value of each Investment Fund since the preceding Valuation Date, as well as the effect of any deposits, withdrawals, distributions, other transactions and charges occurring since the last Valuation Date. The Committee shall provide to each Participant, Beneficiary and Alternate Payee as of the end of each calendar quarter a statement of the value of each Account in which such person has an interest.

7.4 Available Investments.

7.5 Employer Securities Fund . The Trustee shall maintain an Employer Securities Fund in accordance with Section 8.1. The purpose of the fund shall be to permit Participants to acquire an equity interest in the business of the Company through ownership of its common stock.

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The Trustee may acquire Employer Securities from shareholders of the Company or directly from the Company. Neither the Trustee, the Employer, nor the Plan Administrator shall have any responsibility or duty to anticipate market condition changes in the value of Employer Securities in order to maximize return or minimize loss with respect to any acquisition or sale of such securities. The expenses directly related to any purchase or sale of Employer Securities will be paid by the Participant who requests such purchase or sale.

In accordance with rules established by the Plan Administrator or Trustee, a Participant may convert a designated portion of his or her investment in the Employer Securities Fund to one or more of the other Investment Funds made available by the Committee pursuant to Section 7.4(a). Such conversions shall be allowed each business day, provided that any change is received by the Committee within such time period preceding the effective date or time as shall be prescribed by the Committee.

7.6 Investment of Contributions.

7.7 Transfer of Amounts Among Investments

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7.8 Liability for Investment Decisions . This Plan is intended to constitute a plan described in Section 404(c) of ERISA, and Title 29 of the Code of Federal Regulations Section 2550.404c-1. Fiduciaries of the Plan may be relieved of liability for any losses that are the direct and necessary result of investment instructions given by each Participant or Beneficiary. Neither the Employer, the Trustee nor the Committee shall be responsible for any loss that may result from a Participant’s exercise of control over the investment of his Accounts.

Each Participant shall have exclusive responsibility for and control over the investment of amounts allocated to his Accounts. Neither the Employers, the Trustee nor the Committee shall have any duty, responsibility or right to question a Participant’s investment directions or to advise a Participant with respect to the investment of his accounts.

The Committee will be obligated to follow the Participant’s investment directions except when the instructions:

7.9 Accounting Procedures . The Committee shall establish such equitable accounting procedures as may be required to make (a) allocations, (b) valuations, and (c) adjustments to Participants’ accounts in accordance with the provisions of the Plan. The Plan Administrator may modify its accounting procedures, from time to time, for the purpose of achieving equitable and nondiscriminatory allocations.

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ARTICLE VIII

EMPLOYER SECURITIES FUND

8.1 Status of Employer Securities Fund. “Employer Securities Fund” means the investment fund or account of the Plan maintained hereunder, the assets of which are invested primarily or solely in Employer Securities. “Employer Securities” means common stock issued by the Employer, which securities are qualifying employer securities within the meaning of Code Section 409(l). Amounts allocated to the Employer Securities Fund from time to time, including all Employer Securities held in the Plan as of June 30, 2005, shall be deemed to constitute a plan that is an employee stock ownership plan (“ESOP”) within the meaning of Code Section 4975(e)(7), the assets of which are invested primarily or solely in Employer Securities. Amounts transferred from the Legacy ESOP that were invested in Employer Securities while held by the Legacy ESOP shall also be held in the Employer Securities Fund. Participants shall at all times have the right to diversify shares in the Employer Securities Fund that are allocated to their accounts, by directing that such shares be invested in other Investment Funds under the Plan (the number of other Investment Funds shall be no less than three).

8.2 Maintenance of Employer Securities Fund. Amounts allocated to the Employer Securities Fund shall be invested and reinvested in Employer Securities. The acquisition and disposition of such shares shall be made by the Trustee (or its designee) in accordance with the provisions of the Trust.

8.3 Dividends . Effective for Dividend record dates occurring on or after June 30, 2005, the Committee shall cause to be distributed in accordance with this Section 8.3 any Dividends subject to the following special rules:

Any such election shall be made in the manner designated by the Committee. Such elections shall be irrevocable two days prior to the last day of the calendar quarter that immediately precedes the calendar quarter with respect to which the direction relates (or such other period as the Committee may designate). The Committee, in its discretion, may permit additional directions during a Plan Year, to the extent necessary to comply with Code Section 404(k). Notwithstanding the above, elections with respect to Dividend record dates that occur on or after June 30, 2005, and on or before September 30, 2005, must be made on or before October 31, 2005, and shall be irrevocable as of such date.

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8.4 Pass-Through of Voting Rights . With respect to all corporate matters, Employer Securities allocated to the Accounts of Participants shall be voted in accordance with the directions of each such Participant. As soon as administratively feasible before each annual or special shareholders meeting of the Employer, the Trustee, the Plan Administrator or a designee shall furnish to each Participant a copy of any proxy solicitation material furnished to shareholders of the Employer, together with a form requesting confidential instructions on how Employer Securities allocated to such Participant’s Account are to be voted. Upon timely receipt of such instructions, the Trustee, the Plan Administrator or such designee shall vote the securities as instructed. The instructions received from Participants shall be held in strict confidence and shall not be divulged or released to any person, including officers or Employees of the Employer.

Neither the Employer, the Trustee nor the Plan Administrator shall make recommendations to Participants on whether to vote or how to vote. Each Participant in the Plan (or, in the event of the Participant’s death, the Participant’s Beneficiary) is, for purposes of voting the Employer Securities allocated to his Employer Securities Sub-account, hereby designated a “named fiduciary” within the meaning of Section 403(a)(1) of ERISA.

Each Participant, as a named fiduciary, shall also be entitled to separately direct the vote of a portion of the number of votes with respect to which voting direction is not timely received from the Participants (“Undirected ESOP Votes”). Such direction with respect to each Participant who timely elects to direct the vote of Undirected ESOP Votes as a named fiduciary shall be with respect to a number of Undirected ESOP Votes equal to the total number of Undirected ESOP Votes multiplied by a fraction, the numerator of which is the total number of votes attributable to shares of Employer Securities allocated to the Participant and the denominator of which is the total number of votes attributable to the Employer Securities of all Participants who timely elect to vote Undirected ESOP Votes as a named fiduciary.

8.5 Tender Offers . The Plan Administrator, the Trustee or an unrelated third-party recordkeeper shall notify each Participant of a tender or other exchange offer and utilize its best efforts to distribute to Participants in a timely manner all information distributed to other shareholders of the Employer in connection with any such offer. Each Participant shall have the right to instruct the Trustee, the Plan Administrator or the recordkeeper, in writing, as to the

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manner in which to respond to any tender or exchange offer with respect to Employer Securities allocated to his or her accounts. Such instructions shall be held in strict confidence and shall not be divulged or released to any person, including any officer or director of the Employer except as may be required to implement the provisions of this Section 8.5; provided, however, that the Trustee, the Plan Administrator or the recordkeeper shall advise, upon request, the total number of shares not subject to instructions to exchange or tender.

If the Trustee shall not receive timely instruction from a Participant (or Beneficiary) as to the manner in which to respond to such a tender or exchange offer, the Trustee shall tender or exchange any shares of Company Stock with respect to which such Participant has the right of direction in accordance with the same procedures applicable to Undirected ESOP Votes in Section 8.4.

Each Participant in the Plan (or, in the event of the Participant’s death, the Participant’s Beneficiary) is hereby designated as a “named fiduciary” within the meaning of Section 403(a)(1) of ERISA, for purposes of responding to any tender or exchange offer with respect to Employer Securities allocated to his Employer Contribution Account and Employer Securities voted in accordance with the previous paragraph.

8.6 Manner of Distribution . Notwithstanding any other provision of the Plan to the contrary, Participants shall have the right to have amounts in the Employer Securities Fund distributed in the form of Employer Securities, although cash will be distributed in lieu of fractional shares. Notwithstanding any provision in the Plan to the contrary, distributions of balances in the Employer Securities Fund shall comply with Code Section 409(o).

8.7 ESOP Trustee . The Trustee of the Plan shall also be the Trustee of the ESOP portion of the Plan.

8.8 Right of First Refusal . During any period when Employer Securities are not publicly traded on an established market, a Participant (or other recipient of a distribution of Employer Securities) shall not sell Employer Securities without first offering such securities to the Trust (and then to the Employer) at a price equal to the greater of (a) the fair market value of Employer Securities, or (b) the purchase price (or other terms of payment) offered by a bona fide third-party purchaser.

The Participant or other distributee shall notify the Plan Administrator, in writing, of any bona fide third-party offer to purchase and the terms of such offer. The Participant (or distributee) shall be free to sell to such third-party if the Trustee (or the Employer) fails to notify the Participant or distributee, in writing, of its intention to purchase all or any portion of the Employer Securities within thirty days after the Plan Administrator receives written notification of the offer.

Neither the Employer nor the Trustee shall be required to exercise the right of first refusal provided for in this Section 8.8.

8.9 Put . If Employer Securities are not readily tradable on an established market (within the meaning of Code Section 409(h)) at the time of any distribution from the Plan, a Participant (or other recipient of a distribution of Employer Securities) shall be entitled to put all or any portion of such stock to the Employer (or to the Trustee if the Trustee elects to assume the

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obligations of the Employer) by notifying the Employer (or Trustee), in writing. The following special rules shall apply to the exercise of a put pursuant to this Section 8.9:

8.10 Certain Transactions Involving Company Stock .

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ARTICLE IX

PAYMENT OF BENEFITS

9.1 Benefits Upon Termination of Employment . A Participant shall be eligible to receive a benefit funded by the Participant’s Accounts upon termination of employment for any reason.

9.2 Distribution Upon Severance From Employment (Removal of Same Desk Rule). Effective January 1, 2002, a Participant’s Accounts shall be distributed on account of the Participant’s severance from employment, regardless of when the severance from employment occurred. However, such a distribution shall be subject to the provisions of the Plan regarding distributions, other than provisions that require a separation from service before such amounts may be distributed.

9.3 Form of Distribution. Distribution will be made in cash or Employer Securities or both, provided that a Participant or Beneficiary can demand that his distribution of assets held in the Employer Securities Fund will be made only in the form of Employer Securities.

9.4 Form of Benefit . The normal form of benefit is a single lump sum benefit. The optional form of benefit is installment payments paid over a period certain in monthly, quarterly, semi-annual or annual installments. The period over which such payment is to be made shall not extend beyond the earlier of the Participant’s life expectancy (or the life expectancy of the Participant and his Designated Beneficiary). Section 9.10(b) explains the form of distribution to a Designated Beneficiary, as defined in Section 9.10(e).

Unless the Participant elects a longer distribution period in writing, distributions to a Participant or his Beneficiary attributable to Employer Securities shall be in a lump sum or in substantially equal monthly, quarterly, semiannual, or annual installments over a period not longer than five (5) years. In the case of a Participant with an account balance attributable to Employer Securities in excess of $500,000, the given (5) year period shall be extended one (1) additional year (but not more than five (5) additional years) for each $100,000 or fraction thereof by which such balance exceeds $500,000. The dollar limits shall be adjusted at the same time and in the same manner as provided in Code Section 415(d).

9.5 When Benefits are Paid or Commence .

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Effective January 1, 2002, a Participant’s Rollover Contribution Account shall not be considered in determining the value of a Participant’s Accounts for purposes of the mandatory immediate lump sum distribution rule and Participant election provisions in Section 9.4(b).

If a Participant or Beneficiary fails to furnish information reasonably requested by the Committee that is necessary to determine whether such Participant or Beneficiary has satisfied all requirements for payment of benefits, the Committee shall delay payment of benefits until the requested information is furnished and shall make reasonable efforts to obtain such information.

Unless the Participant elects otherwise, no provision of the Plan shall require payment of a Participant’s benefits under the Plan to commence as of a date that is more than 60 days after the close of the later of (a) the Plan Year in which the Participant attains age 65 or (b) the Plan Year in which said Participant terminates employment with the Employer.

9.6 Direct Rollover Rules . Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Article, the Distributee

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may elect, at the time and in the manner prescribed by the Committee, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover. Definitions are as follows:

Effective January 1, 2002, a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax employee contributions that are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in Code Section 408(a) or (b), or to a qualified defined contribution plan described in Code Section 401(a) or 403(a) that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution that is includible in gross income and the portion of such distribution that is not so includible.

Effective January 1, 2002, an Eligible Retirement Plan shall include an annuity contract described in Code Section 403(b) and an eligible plan under Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the Alternate Payee under a Qualified Domestic Relations Order, as defined in Code Section 414(p).

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9.7 Notice . The notice required by Section 1.411(a)-11(c) of the Income Tax Regulations must be provided to a Participant no less than 30 days and no more than 90 days before the date of distribution. The notice explains a Participant’s right to defer receipt of the distribution if his benefit exceeds $1,000 ($5,000 prior to March 28, 2005). A Participant will also receive an explanation of his distribution options no less than 30 days and no more than 90 days before the date of distribution. The distribution may commence less than 30 days after the notice required under Section 1.411(a)-11(c) of the Income Tax Regulations is given, provided that:

9.8 Nonalienation of Benefits . Except with respect to federal income tax withholding and federal tax levies, benefits payable under this Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, charge, garnishment, execution or levy of any kind, either voluntary or involuntary, including any such liability which is for alimony or other payments for the support of a spouse or former spouse or for any other relative of the Employee, prior to actually being received by the person entitled to the benefit under the terms of the Plan; and any attempt to anticipate, alienate, sell, transfer, assign, pledge, encumber, charge or otherwise dispose of any right to benefits payable hereunder, shall be void. The Trust Fund shall not in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements or torts of any person entitled to benefits hereunder.

Notwithstanding the above, the Committee shall direct the Trustee to comply with a qualified domestic relations order described in Section 9.9.

9.9 Qualified Domestic Relations Order . All rights and benefits, including election rights, provided to Participants pursuant to this Plan, are subject to the rights afforded to any “Alternate Payee” pursuant to a “qualified domestic relations order,” (“QDRO”) as those terms are defined below. An Alternate Payee shall generally have the same rights as a Participant, with respect to investment of Accounts and distributions from the Plan.

Payment to an “Alternate Payee” pursuant to a QDRO shall be made at such time as determined pursuant to the QDRO and even while the Participant is employed if the QDRO

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requires or permits such distribution. The payment shall be based on the value of the Alternate Payee’s interest in the account as of the Valuation Date preceding the date the payment is made. If the Participant has a loan as an investment of his account, such Participant will continue to be responsible for the entire loan. The Plan Administrator is authorized to establish any additional rules necessary to determine the rights of Alternate Payees under QDROs.

Pursuant to the provisions of Section 414(p) of the Code, a “qualified domestic relations order” shall mean a judgment, decree or order (including approval of a property settlement agreement) made pursuant to a state domestic relations law (including a community property law) that relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child or other dependent of a Participant (“Alternate Payee”) and which:

Upon receipt of any judgment, decree or order (including approval of a property settlement agreement) relating to the provision of payment by the Plan to an Alternate Payee pursuant to a state domestic relations law, the Committee shall promptly notify the affected

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Participant and any person identified in the document as an Alternate Payee of the receipt of such judgment, decree order and shall notify the affected Participant and any such designated Alternate Payee of the Committee’s procedure for determining whether or not the judgment, decree or order is a QDRO.

The Committee shall establish procedures to determine the status of a judgment, decree or order as a QDRO and to administer Plan distributions in accordance with any such QDRO. Such procedures shall be in writing, shall include provisions specifying the notification requirements enumerated in the preceding paragraph, shall permit an Alternate Payee to designate a representative for receipt of communications from the Committee, and shall include such other provisions as the Committee shall determine, including such provisions required under Treasury Regulations.

In the event that the Committee is informed in writing of a claim by a person (a “Claimant”) that may result in the rendering of a qualified domestic relations order with respect to a Participant’s Accounts in the Plan, the Committee is authorized to suspend any payments from those Accounts until receipt of a judgment, decree or order setting forth the rights of Claimant as an Alternate Payee, or upon receipt of an order or written release by the Claimant evidencing that the Claimant has no further claim to the Participant’s interest in the Plan.

If the judgment, decree or order is determined to be a qualified domestic relations order within the 18-month period following the receipt by the Committee of the qualified domestic relations order, then payment of the amount shall be paid to the appropriate Alternate Payee at the time and in the form specified in such order. If such a determination is not made within the 18-month period, the amount shall be returned to the Participant’s Accounts under the Plan and shall be paid at the time and in the manner provided under the Plan as if no order, judgment or decree had been received by the Committee.

9.10 Minimum Distribution Requirements.

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For purposes of this Section 9.10(b)(ii) and Section 9.10(d), unless Section 9.10(b)(ii)(D) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If Section 9.11(b)(ii)(D) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 9.10(b)(ii)(A).

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The Participant’s remaining Life Expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

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If the Participant’s surviving spouse is the Participant’s sole Designated Beneficiary, the remaining Life Expectancy of the surviving spouse is calculated for each Distribution Calendar Year after the year of the Participant’s death using the surviving spouse’s age as of the spouse’s birthday in that year. For Distribution Calendar Years after the year of the surviving spouse’s death, the remaining Life Expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

If the Participant’s surviving spouse is not the Participant’s sole Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

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ARTICLE X

IN-SERVICE DISTRIBUTION AND LOANS

10.1 In-Service Distributions . With the exception of hardship distributions pursuant to Section 10.2, and loans pursuant to Section 10.3, in-service distributions are not permitted.

10.2 Financial Hardship . Prior to a Participant’s termination of employment he may apply to the Committee for a withdrawal of vested funds held in his Accounts on account of a Financial Hardship. However, the total of such withdrawals from a Participant’s Pre-Tax Contribution and Catch-up Contribution Accounts shall not exceed the total of his Pre-Tax Contribution and Catch-up Contributions, less earnings accrued prior to January 1, 1989 on a Participant’s Pre-Tax Contributions. The withdrawal shall be made only under the following conditions:

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10.3 Loans to Participants . A Participant may make a loan from the Plan, subject to the following rules and limitations:

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The Committee may prescribe such additional rules and procedures as it may deem appropriate, including, without limitation, rules and procedures by which the making of loans to Participants or to any class of Participants may be terminated, suspended, or restricted, if and to the extent deemed by the Committee to be necessary or desirable in order to effect compliance with applicable laws and regulations, pursuant to a Participant Loan Program, which shall be established in writing and made a part of the Plan.

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ARTICLE XI

ADMINISTRATION

11.1 Board of Directors . The Board of Directors shall have the following duties and responsibilities in connection with the administration of the Plan:

The Board of Directors will have all powers and authority necessary or appropriate to carry out its duties and responsibilities with respect to the administration of the Plan. The Board of Directors may by written resolution allocate its duties and responsibilities to one or more of its members or delegate such duties and responsibilities to any other persons, provided, however, that any such allocation or delegation shall be terminable upon such notice as the Board of Directors deems reasonable and prudent under the circumstances.

11.2 Administrative Committee . The Administrative Committee (the “Committee”) shall administer the Plan and is designated as the “administrator” within the meaning of Section 3(16) of ERISA. The Committee shall have not less than three members, who shall be appointed by the Board of Directors and who may be removed by the Board of Directors at any time with or without cause. A Committee member may resign at any time by filing his written resignation with the Board of Directors.

All members of the Committee are designated as agents of the Plan for the service of legal process.

The Company will notify the Trustee in writing of each Committee member’s appointment, and the Trustee may assume such appointment continues in effect until written notice to the contrary is given by the Company.

11.3 Committee’s Duties and Responsibilities . The Committee shall have the following duties and responsibilities in connection with the administration of the Plan:

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11.4 Committee’s Powers The Committee will have all powers and authority necessary or appropriate to carry out its duties and responsibilities with respect to the operation and administration of the Plan. It shall interpret and apply all provisions of the Plan and may supply any omission or reconcile any inconsistency or ambiguity in such manner as it deems advisable, including the adoption of interpretative memoranda. All determinations and any actions of the Committee will be conclusive and binding upon all persons, except as otherwise provided herein or by law; provided, however, that the Committee may revoke or modify a determination or action previously made in error. The Committee shall exercise all powers and authority given to it in a nondiscriminatory manner, and will apply uniform administrative rules of general application in order to assure similar treatment to persons in similar circumstances.

The Committee may delegate to any such agent or any sub-committee or member of the Committee its authority to perform any duty or responsibility specified in Section 11.3, including those matters involving the exercise of discretion, provided that such delegation shall be subject to revocation at any time at the discretion of the Committee. Any member of the Committee, any sub-committee or agent to whom the Committee delegates any authority, and any other person or group of persons, may serve in more than one fiduciary capacity (including service as both Committee member and Trustee) with respect to the Plan.

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Any action or decision concurred in by a majority of the Committee members, either at a meeting or in writing (including electronic communications) without a meeting, will constitute an action or decision of the Committee. The Committee may adopt and amend such rules for the conduct of its business and administration of the Plan as it deems advisable.

11.5 Chairman of the Committee . The Committee shall elect any Committee member to serve as Chairman, and may remove him at any time. The Chairman, or a majority of the Committee members then in office, will have the authority to execute all instruments or memoranda necessary or appropriate to carry out the actions and decisions of the Committee; and any person may rely upon any instrument or memoranda so executed as evidence of the Committee’s action or decision indicated thereby.

11.6 Claims Review Procedure . If a Participant (or Beneficiary or Alternate Payee) believes a benefit or distribution is due under the Plan, he may request the distribution of such benefit, in writing, on forms acceptable to the Committee. At such time, the Participant (or Beneficiary) will be given the information and materials necessary to complete any request for the distribution of a benefit. Benefits under the Plan will be paid only if the Committee decides in its discretion that the applicant is entitled to them.

If the request for distribution is disputed or denied, the following action shall be taken:

The denial notice will set forth in a clear and simple manner: (i) the specific reasons for the denial, (ii) reference to relevant provisions of the Plan on which the denial is based; (iii) a description of any additional material or information necessary for the participant to perfect the claim and an explanation of why such items are necessary; and (iv) appropriate information as to the steps to be taken if the Participant wishes to submit his or her claim for review, including the right to bring an action under ERISA Section 502(a) following an adverse determination on review.

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The Participant should include in his written appeal the following information to support his claim for benefits: (i) a list of the issues in the claim denial that he chooses to contest, if any, and that he wishes the Committee to review on appeal; (ii) his position on each issue; (iii) any additional facts that he believes support his position on each issue; and (iv) any legal or other arguments he believes support his position on each issue.

The Participant or his authorized representative will be permitted to submit issues and comments relevant to the claim and given reasonable access to, and copies of, all documents and information relevant to the claim for benefits at no charge. The review will consider all items submitted by the Participant, regardless of whether such information was submitted or considered in the initial benefit determination.

The decision on review will be in written or electronic form and will contain, in the event of a claim denial, the following: (i) specific reasons for the decision, written in a clear and simple manner; (ii) specific references to the pertinent Plan provisions on which the decision is based; (iii) a statement that the Participant may request, at no charge, reasonable access to and copies of all documents, records and other information relevant to the claim for benefits; and (iv) a description of the Plan’s appeal and arbitration procedures (if any), and the Participant’s right to bring an action under ERISA Section 502(a).

If the decision on review is not furnished within the time period set forth in this Subsection 11.6(c), the claim will be deemed denied on review.

11.7 Information from Participants, Beneficiaries and Alternate Payees . Each Participant, Beneficiary and Alternate Payee shall be required to furnish to the Committee, in the form prescribed by it, such personal data, affidavits, authorization to obtain information, and other information as the Committee may deem appropriate for the proper administration of the Plan.

11.8 Actions . Any action taken by the Plan Administrator on matters within its discretion shall be final and binding on the parties and on all Participants, Beneficiaries or other persons claiming any right or benefit under the Plan, in the Trust, or in the administration of the Plan, except as outlined in the review procedures of Section 11.6.

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All decisions of the Plan Administrator shall be uniform and made in a nondiscriminatory manner.

11.9 Bond . The Company shall purchase a bond for the Plan Administrator and any other fiduciaries of the Plan in accordance with the requirements of the Code and ERISA.

11.10 Indemnification . The Company shall defend and indemnify to the full extent permitted by law (including ERISA), which indemnification shall include, but not be limited to, attorney’s fees and any tax imposed as a result of a claim asserted by any person, persons or entity (including a governmental entity), any individual serving as a member of the Committee made or threatened to be made a part to any action, suit or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that such individual is or was a member of the Committee.

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ARTICLE XII

AMENDMENT AND TERMINATION

12.1 Right to Amend or Suspend Contributions . Subject to the provisions of Section 12.2, the Board of Directors reserves the right to amend the Plan or Trust or suspend contributions to the Plan, in whole or in part, at any time and for any reason without the consent of any Participating Employer, Participant, Beneficiary, or Alternate Payee. Each amendment of the Plan shall be in writing, executed by order of the Board of Directors and shall be effective on the date specified therein. Notice of any amendment, modification or suspension of contributions to the Plan shall be given by the Board of Directors to the Committee, the Trustee, and to all Participating Employers.

12.2 Restriction on Amendment . No amendment under Section 12.1 shall:

12.3 Merger . The Plan may be merged or consolidated with, or its assets and liabilities may be transferred to any other plan. The benefits which would be received by a Participant in the event of a termination of the Plan immediately after such transfer, merger or consolidation shall be at least equal to the benefit such Participant would have received if the Plan had terminated immediately prior to the transfer, merger or consolidation.

12.4 Termination . It is expressly declared to be the desire and intention of each Participating Employer to continue the Plan in existence for an indefinite period of time. However, circumstances not now anticipated or foreseeable may arise in the future, as a result of which a Participating Employer may deem it impractical or unwise to continue the Plan established hereunder, and each Participating Employer therefore reserves the right to terminate the Plan at any time insofar as it affects its Eligible Employees. Any Participating Employer may terminate its participation in the Plan by action of its board of directors. Such termination shall be evidenced by an instrument of termination executed by an officer of the Participating Employer pursuant to authorization by its board of directors and shall be delivered to the Board of Directors, the Committee and to each other Participating Employer. To the maximum extent

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permitted by ERISA, the termination of the Plan as to any Participating Employer shall not in any way affect any other Participating Employer’s participation in the Plan. No distribution shall be made of Pre-Tax Contribution Account balances as a result of a termination of the Plan unless the Plan is terminated without the establishment or maintenance of another defined contribution plan, as provided in Code Sections 401(k)(2)(B)(i)(II) and 401(k)(10)(A)(i).

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ARTICLE XIII

STAND-BY TOP-HEAVY PROVISIONS

13.1 Top Heavy Plan . The Plan will be considered a Top Heavy Plan for any Plan Year if it is determined to be a Top Heavy Plan as of the last day of the preceding Plan Year. Notwithstanding any other provisions in the Plan, the provisions of this Article XIII shall apply and supersede all other provisions in the Plan with respect to a Plan Year for which the Plan is a Top Heavy Plan.

13.2 Definitions . For purposes of this Article XIII and as otherwise used in this Plan, the following terms shall have the meanings set forth below:

Effective January 1, 2002, Key Employee means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the Determination Date was an officer of the Employer having annual compensation greater than $130,000 (as adjusted under Code Section 416(i)(1) for Plan Years beginning after December 31, 2002), a 5-percent owner of the Employer, or a 1-percent owner of the Employer having annual compensation of more than $150,000. For this purpose, annual compensation means compensation within the meaning of Code Section 415(c)(3). The determination of who is a Key Employee will be made in accordance with Code Section 416(i)(1) and the applicable regulations and other guidance of general applicability issued thereunder.

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13.3 Vesting . This Section 13.3 shall apply only to Participants subject to the graduated vesting schedule in Section 5.1, and shall not apply to Participants or Accounts that are fully vested under such Section 5.1. If the Plan is a Top Heavy Plan with respect to any Plan Year, the Vested Interest of each Participant who has performed one Hour of Service on or after the date the Plan becomes a Top Heavy Plan shall not be less than the percentage determined in accordance with the following vesting schedule:

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The following additional rules shall apply:

13.4 Minimum Contribution . For each Plan Year that the Plan is a Top Heavy Plan, the Employer Contributions described in Article IV, allocable to the Accounts of each Participant who has performed an Hour of Service at the end of the Plan Year and who is not a Key Employee, shall not be less than the lesser of (i) 3% of such Participant’s compensation, within the meaning of Section 415 of the Code, or (ii) the percentage at which contributions and forfeitures for such Plan Year are made and allocated on behalf of the Key Employee for whom such percentage is the highest. Such allocation shall be made for each Participant who is not a Key Employee and who is employed by the Employer through the last payroll period ending within the Plan Year. For the purpose of determining the appropriate percentage under clause (i), all defined contribution plans required to be included in an Aggregation Group shall be treated as one plan. Clause (ii) shall not be applicable if the Plan is required to be included in an Aggregation Group which enables a defined benefit plan also required to be included in said Aggregation Group to satisfy Sections 401(a)(4) or 410 of the Code. Compensation, for purposes of determining a minimum contribution, is Limitation Compensation.

Effective January 1, 2002, Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution requirements of Code Section 416(c)(2) and the Plan. Matching Contributions that are used to satisfy the minimum contribution requirements shall be treated as Matching Contributions for purposes of the ACP test and other requirements of Code Section 401(m).

The Company has provided that the minimum benefit requirement shall be met by contribution of the minimum benefits calculated under this Section 13.4 to this Plan.

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13.5 Limitations on Contributions . For each Plan Year that the Plan is a Top Heavy Plan, 1.0 shall be substituted for 1.25 as the multiplicand of the dollar limitation in determining the denominator of the defined benefit plan fraction and of the defined contribution plan fraction for purposes of Section 415(e) of the Code. If, after substituting 90 percent for 60 percent wherever the latter appears in Section 416(g) of the Code, the Plan is not determined to be a Top Heavy Plan, the provisions of this Section 13.5 shall not be applicable if the minimum Employer Contribution (including forfeitures) allocable to the Accounts of any Participant who is not a Key Employee is determined by substituting “4” for “3”. If the Participant is a participant in both a defined contribution plan and a defined benefit plan, the benefit from the defined contribution plan minimum shall be comparable to a 3% defined benefit plan benefit.

13.6 Other Plans . The Committee shall, to the extent permitted by the Code and in accordance with the Regulations, apply the provisions of this Article XIII by taking into account the benefits payable and the contributions made under any other plans maintained by a Participating Employer or Affiliated Company which are qualified under Section 401(a) of the Code to prevent inappropriate omissions or required duplication of minimum benefits or contributions by making a comparability analysis to prove that the defined contribution plan is providing a benefit at least equal to the minimum benefit under the defined benefit plan.

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ARTICLE XIV

GENERAL PROVISIONS

14.1 Plan Voluntary . Although it is intended that the Plan shall be continued indefinitely, this Plan is entirely voluntary on the part of the Participating Employers and the continuance of this Plan and the payment of contributions hereunder are not to be regarded as contractual obligations of the Participating Employers. The Plan shall not be deemed to constitute a contract between a Participating Employer and any Employee or to be a consideration or an inducement for the employment of an Employee by an Employer. Nothing contained in the Plan shall be deemed to give any Employee the right to be retained in the service of an Employer or to interfere with the right of an Employer to discharge or to terminate the service of any Employee at any time without regard to the effects such discharge or termination may have on any rights under the Plan.

14.2 Payments to Minors and Incompetents . If a Participant, Beneficiary or Alternate Payee entitled to receive any benefits hereunder is a minor or is deemed by the Committee, or is adjudged to be legally incapable of giving valid receipt and discharge for such benefits, such benefits will be paid to such person or institution as the Committee may designate or to the duly appointed guardian. Such payment shall, to the extent made, be deemed a complete discharge of any liability for such payment under the Plan.

14.3 Missing Payee . The Committee shall retain the address of each Participant, Beneficiary or Alternate Payee. Any notice sent to the last address filed with the Plan Administrator or for the last address indicated on an Employer’s records will be binding upon a Participant or Beneficiary.

14.4 Required Information. Each Participant shall file with the Committee such pertinent information concerning himself, his spouse and his Beneficiary as the Committee may specify, and no Participant, or Beneficiary, or other person shall have any rights or be entitled to any benefits under the Plan unless and until such information is filed by or with respect to him.

14.5 Communications to Committee . All elections, designations, requests, notices, instructions, and other communications from an Employee, a Participant, Beneficiary, or Alternate Payee to the Committee required or permitted under the Plan (i) shall be in such form as is prescribed from time to time by the Committee, (ii) shall be mailed by first-class mail or delivered to such location as shall be specified by the Committee, and (iii) shall be deemed to have been given and delivered only upon actual receipt thereof by the Committee at such location.

14.6 Communications from Employer or Committee . All notices, statements, reports and other communications from an Employer or the Committee to any Employee, Participant, Beneficiary or Alternate Payee shall be deemed to have been duly given when delivered to (including, where applicable, electronic delivery), or when mailed by first-class mail, postage prepaid and addressed to, such Employee, Participant, Beneficiary or Alternate Payee at his address last appearing on the records of the Committee or Company, or when posted by the Company or the Committee as permitted by law.

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14.7 Action . Except as may be specifically provided herein, any action required or permitted to be taken by an Employer may be taken on behalf of the Employer by any authorized officer of the Employer.

14.8 Liability for Benefits . Neither the Trustee, the Employers, the Plan Administrator nor the individual members of the Committee guarantee the Trust from loss or depreciation, nor do they guarantee any payment to any person. The liability of the Trustee, the Employers, the Plan Administrator and the individual members of the Committee to make any payment is limited to the available assets of the Trust.

14.9 Named Fiduciary . The “named fiduciaries” of the Plan within the meaning of ERISA Section 403 shall be (a) the Committee, and (b) the Trustee.

14.10 Gender . Whenever used in the Plan the masculine gender includes the feminine.

14.11 Captions . The captions preceding the Sections of the Plan have been inserted solely as a matter of convenience and in no way define or limit the scope or intent of any provisions of the Plan.

14.12 Applicable Law . The Plan and all rights thereunder shall be governed by and construed in accordance with ERISA and the laws of the State of Louisiana.

14.13 Reversion of Employer Contributions . In no event shall the assets of the Plan revert to the benefit of the Employer. Notwithstanding any provision of the Plan to the contrary, however, all contributions by Employers are conditioned upon the deductibility of such contribution under Code Section 404. To the extent that a deduction is disallowed for an Employer’s contribution, the Trustee shall return the principal amount of such contribution upon the demand of the Employer. Any such demand shall be made within one year following the final determination of the disallowance.

Further, notwithstanding any provision of the Plan to the contrary, any contribution that is made by the Employer on account of a good faith mistake of fact may be returned to the Employer. The Employer shall notify the Trustee, in writing, of such mistake within one year of the contribution. The Trustee shall return the principal amount of the Employer Contribution as soon as possible, but in no event more than 60 days after written notification by the Employer.

The maximum amount that may be returned to an Employer in the case of a mistake of fact or the disallowance of a deduction is the excess of (a) the amount contributed over, as relevant, (b)(i) the amount that would have been contributed had no mistake of fact occurred, or (ii) the amount that would have been contributed had the contribution been limited to the amount that is deductible after any disallowance by the Internal Revenue Service. Earnings attributable to the excess contribution may not be returned to the Employer, but losses attributable thereto must reduce the amount to be so returned. Furthermore, if the withdrawal of the amount attributable to the mistaken or nondeductible contribution would cause the balance of the individual account of any Participant to be reduced to less than the balance which would have been in the account had the mistaken or nondeductible amount not been contributed, then the amount to be returned to the Employer must be limited so as to avoid such reduction.

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14.14 Expenses . All expenses of administration shall be paid from the Trust unless paid directly by the Employer. The Employer may reimburse the Trust for any administrative expense paid by the Trust; such reimbursement shall not be treated as an Employer Contribution under the terms of the Plan.

EXECUTED in multiple originals in New Iberia, Louisiana this      day of                      , 2005

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ACKNOWLEDGMENT

STATE OF LOUISIANA

PARISH OF                     

BEFORE ME , the undersigned Notary Public, personally came and appeared                              , who being by me sworn did depose and state that he signed the foregoing IBERIABANK Corporation Retirement Savings Plan as a free act and deed on behalf of IBERIABANK Corporation for the purposes therein set forth.

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A-1

APPENDIX B

Non-Discrimination Rules

B-1

B-2

B-3