IBERIABANK CORP (Form: 10-Q, Received: 08/11/2008 15:10:42)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

Commission File Number 0-25756

IBERIABANK Corporation

(Exact name of registrant as specified in its charter)

Louisiana

72-1280718

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

200 West Congress Street

Lafayette, Louisiana

70501

(Address of principal executive office)

(Zip Code)

(337) 521-4003

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Securities Exchange Act Rule 12b-2).

Large Accelerated Filer ¨ Accelerated Filer x Non-accelerated Filer ¨ Smaller Reporting Company ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

At July 31, 2008, the Registrant had 12,946,368 shares of common stock, $1.00 par value, which were issued and outstanding.

IBERIABANK CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS


		Page
Part I.	Financial Information

Item 1.	Financial Statements (unaudited)	2
	Consolidated Balance Sheets as of June 30, 2008 and December 31, 2007	2
	Consolidated Statements of Income for the three and six months ended June 30, 2008 and 2007	3
	Consolidated Statements of Shareholders’ Equity for the six months ended June 30, 2008 and 2007	4
	Consolidated Statements of Cash Flows for the six months ended June 30, 2008 and 2007	5
	Notes to Unaudited Consolidated Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

Part II.	Other Information

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Submission of Matters to a Vote of Security Holders	33

Item 5.	Other Information	33

Item 6.	Exhibits	33

Signatures		35

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

IBERIABANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except share data)


	(unaudited) June 30, 2008			December 31, 2007
Assets
Cash and due from banks	$	197,133		$	93,263
Interest-bearing deposits in banks		42,713			29,842

Total cash and cash equivalents		239,846			123,105
Securities available for sale, at fair value		888,934			745,383
Securities held to maturity, fair values of $57,187 and $60,125, respectively		56,903			59,494
Mortgage loans held for sale		76,189			57,695
Loans, net of unearned income		3,540,546			3,430,039
Allowance for loan losses		(39,753	)		(38,285	)

Loans, net		3,500,793			3,391,754
Premises and equipment, net		134,344			122,452
Goodwill		236,761			231,177
Other assets		190,109			185,898

Total Assets	$	5,323,879		$	4,916,958


Liabilities
Deposits:
Noninterest-bearing	$	519,516		$	468,001
Interest-bearing		3,517,105			3,016,827

Total deposits		4,036,621			3,484,828
Short-term borrowings		121,481			436,146
Long-term debt		569,710			457,624
Other liabilities		86,533			40,301

Total Liabilities		4,814,345			4,418,899


Shareholders’ Equity
Preferred stock, $1 par value - 5,000,000 shares authorized		—			—
Common stock, $1 par value - 25,000,000 shares authorized; 14,799,759 shares issued		14,800			14,800
Additional paid-in-capital		363,749			361,746
Retained earnings		211,954			197,911
Accumulated other comprehensive income		(1,514	)		5,725
Treasury stock at cost - 1,896,077 and 2,025,591 shares, respectively		(79,455	)		(82,123	)

Total Shareholders’ Equity		509,534			498,059

Total Liabilities and Shareholders’ Equity	$	5,323,879		$	4,916,958

The accompanying Notes are an integral part of these Consolidated Financial Statements.

IBERIABANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME (unaudited)

(dollars in thousands, except per share data)


	For The Three Months Ended June 30,					For The Six Months Ended June 30,
	2008		2007			2008		2007
Interest and Dividend Income
Loans, including fees	$	52,103	$	53,193		$	107,018	$	99,093
Mortgage loans held for sale		1,067		1,263			1,865		2,111
Investment securities:
Taxable interest		9,659		9,426			18,827		17,916
Tax-exempt interest		961		956			1,918		1,751
Other		1,330		978			2,802		2,045

Total interest and dividend income		65,120		65,816			132,430		122,916

Interest Expense
Deposits		25,859		26,860			51,444		50,293
Short-term borrowings		503		3,908			3,205		6,218
Long-term debt		6,285		4,384			12,482		8,250

Total interest expense		32,647		35,152			67,131		64,761

Net interest income		32,473		30,664			65,299		58,155
Provision for loan losses		1,537		(595	)		4,231		(384	)

Net interest income after provision for loan losses		30,936		31,259			61,068		58,539

Noninterest Income
Service charges on deposit accounts		5,935		5,025			11,049		9,046
ATM/debit card fee income		1,608		1,096			3,015		2,070
Income from bank owned life insurance		767		592			1,509		2,088
Gain on sale of loans and investments, net		4,690		4,896			16,037		7,703
Title income		5,472		5,824			9,981		8,017
Broker commissions		1,682		1,387			2,972		2,664
Other income		2,529		2,991			4,406		4,388

Total noninterest income		22,683		21,811			48,969		35,976

Noninterest Expense
Salaries and employee benefits		22,393		21,873			43,311		39,370
Occupancy and equipment		5,617		5,272			10,948		9,218
Franchise and shares tax		625		602			1,236		1,181
Communication and delivery		1,515		1,674			3,202		2,829
Marketing and business development		764		930			1,623		1,495
Data processing		1,669		1,499			3,092		2,677
Printing, stationery and supplies		505		682			1,005		1,093
Amortization of acquisition intangibles		575		673			1,150		1,209
Professional services		1,172		1,148			2,283		1,913
Other expenses		5,447		4,339			9,229		6,804

Total noninterest expense		40,282		38,692			77,079		67,789

Income before income tax expense		13,337		14,378			32,958		26,726
Income tax expense		3,811		4,351			10,077		7,544

Net Income	$	9,526	$	10,027		$	22,881	$	19,182

Earnings per share - basic	$	0.76	$	0.80		$	1.84	$	1.60

Earnings per share - diluted	$	0.74	$	0.78		$	1.79	$	1.53

Cash dividends declared per share	$	0.34	$	0.34		$	0.68	$	0.66

The accompanying Notes are an integral part of these Consolidated Financial Statements.

IBERIABANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (unaudited)

(dollars in thousands, except share and per share data)


	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income			Treasury Stock			Total
Balance, December 31, 2006	$	12,379	$	214,483		$	173,794		$	(3,306	)	$	(77,799	)	$	319,551
Comprehensive income:
Net income							19,182									19,182
Change in unrealized gain on securities available for sale, net of taxes										(4,756	)					(4,756	)
Change in fair value of derivatives used for cash flow hedges, net of taxes										46						46

Total comprehensive income																14,472
Cash dividends declared, $0.66 per share							(8,504	)								(8,504	)
Reissuance of treasury stock under management incentive plans, net of shares surrendered in payment, including tax benefit, 62,344 shares				538									770			1,308
Common stock issued for vested restricted stock, net of shares forfeited				(2,794	)								2,780			(14	)
Common stock issued for acquisition		2,421		142,190												144,611
Share-based compensation cost				2,167												2,167
Treasury stock acquired at cost													(1,470	)		(1,470	)

Balance, June 30, 2007	$	14,800	$	356,584		$	184,472		$	(8,016	)	$	(75,719	)	$	472,121

Balance, December 31, 2007	$	14,800	$	361,746		$	197,911		$	5,725		$	(82,123	)	$	498,059
Comprehensive income:
Net income							22,881									22,881
Change in unrealized gain on securities available for sale, net of taxes										(7,141	)					(7,141	)
Change in fair value of derivatives used for cash flow hedges, net of taxes										(98	)					(98	)

Total comprehensive income																15,642
Cash dividends declared, $.68 per share				(45	)		(8,767	)								(8,812	)
Equity contribution to joint venture				10												10
Reissuance of treasury stock under incentive compensation plans, net of shares surrendered in payment, including tax benefit, 114,826 shares				657									1,587			2,244
Common stock issued for vested restricted stock, net of shares forfeited				(1,081	)								1,081			—
Share-based compensation cost				2,462												2,462
Cumulative effect adjustment-Adoption of EITF 06-4							(71	)								(71	)

Balance, June 30, 2008	$	14,800	$	363,749		$	211,954		$	(1,514	)	$	(79,455	)	$	509,534

The accompanying Notes are an integral part of these Consolidated Financial Statements.

IBERIABANK CORPORATION AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

(dollars in thousands)


	For The Six Months Ended June 30,
	2008			2007
Cash Flows from Operating Activities
Net income	$	22,881		$	19,182
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		6,242			4,970
(Reversal of) Provision for loan losses		4,231			(384	)
Share-based compensation expense		2,462			2,152
Gain on sale of assets		(9	)		(110	)
Gain on sale of credit card receivables		(6,901	)		—
Gain on sale of investments		(576	)		(15	)
Amortization of premium/discount on investments		(650	)		(1,558	)
Derivative gains on swaps		156			217
Mortgage loans held for sale
Originations and transfers		(511,518	)		(342,341	)
Proceeds from sales		502,160			306,958
Gain on sale of loans, net		(9,136	)		(7,703	)
Cash retained from tax benefit associated with share-based payment arrangements		(925	)		(476	)
Other operating activities, net		24,836			25,601

Net Cash Provided by Operating Activities		33,253			6,493

Cash Flows from Investing Activities
Proceeds from sales of securities available for sale		49,752			134
Proceeds from maturities, prepayments and calls of securities available for sale		158,044			159,677
Purchases of securities available for sale		(313,897	)		(159,260	)
Proceeds from maturities, prepayments and calls of securities held to maturity		6,198			11,675
Purchases of securities held to maturity		(5,868	)		—
Proceeds from sale of credit card receivables		37,402			—
(Increase) Decrease in loans receivable, net, excluding sale of credit card receivables		(147,950	)		(187,459	)
Proceeds from sale of premises and equipment		16			563
Purchases of premises and equipment		(2,252	)		(10,646	)
Proceeds from disposition of real estate owned		5,938			2,489
Cash received (paid) in excess of cash paid (received) in acquisition		128,464			(5,836	)
Other investing activities, net		8,450			(5,441	)

Net Cash Used in Investing Activities		(75,703	)		(194,104	)

Cash Flows from Financing Activities
Increase in deposits		367,759			(779	)
Net change in short-term borrowings		(314,665	)		225,517
Proceeds from long-term debt		124,800			35,000
Repayments of long-term debt		(12,184	)		(6,003	)
Dividends paid to shareholders		(8,717	)		(7,416	)
Proceeds from issuance of treasury stock for stock options exercised		1,903			833
Payments to repurchase common stock		(630	)		(1,471	)
Cash retained from tax benefit associated with share-based payment arrangements		925			476

Net Cash Provided by Financing Activities		159,191			246,157

Net Increase In Cash and Cash Equivalents		116,742			58,546
Cash and Cash Equivalents at Beginning of Period		123,105			84,905

Cash and Cash Equivalents at End of Period	$	239,847		$	143,451

Supplemental Schedule of Noncash Activities
Acquisition of real estate in settlement of loans	$	6,611		$	3,885

Common stock issued in acquisition	$	—		$	144,611

Exercise of stock options with payment in company stock	$	195		$	529

Supplemental Disclosures
Cash paid for:
Interest on deposits and borrowings	$	68,096		$	62,464

Income taxes, net	$	7,493		$	1,500

The accompanying Notes are an integral part of these Consolidated Financial Statements.

IBERIABANK CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in conformity with generally accepted accounting principles. These interim financial statements should be read in conjunction with the audited financial statements and note disclosures for IBERIABANK Corporation (“the Company”) previously filed with the Securities and Exchange Commission in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

The consolidated financial statements include the accounts of IBERIABANK Corporation and its wholly owned subsidiaries IBERIABANK, Pulaski Bank and Trust Company (“Pulaski Bank”), and Lenders Title Company (“LTC”). All significant intercompany balances and transactions have been eliminated in consolidation. The Company offers commercial and retail banking products and services to customers throughout locations in three states through IBERIABANK and Pulaski Bank. The Company also operates mortgage production offices in eight states through Pulaski Bank’s subsidiary, Pulaski Mortgage Company (“PMC”) and offers a full line of title insurance and closing services throughout Arkansas and Louisiana through LTC and its subsidiaries.

All normal, recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the financial statements, have been included. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates that are susceptible to significant change in the near term are the allowance for loan losses, valuation of goodwill, intangible assets and other purchase accounting adjustments and share-based compensation.

Certain amounts reported in prior periods have been reclassified to conform to the current period presentation. Such reclassifications had no effect on previously reported shareholders’ equity or net income.

Note 2 – Acquisition Activity

Pulaski Investment Corporation

On January 31, 2007, the Company acquired all of the outstanding stock of Pulaski Investment Corporation (“PIC”), the holding company for Pulaski Bank of Little Rock, Arkansas, for 1,133,064 shares of the Company’s common stock and cash of $65.0 million. The transaction was accounted for as a purchase and had a total value of $130,818,000. The acquisition extends the Company’s presence into central Arkansas and other states through its mortgage subsidiary, PMC. The PIC transaction resulted in $92,441,000 of goodwill and $5,617,000 of core deposit intangibles. The goodwill acquired is not tax deductible. The amount allocated to the core deposit intangible was determined by an independent valuation and is being amortized over the estimated useful life of ten years using the straight line method.

Pocahontas Bancorp. Inc.

On February 1, 2007, the Company acquired all of the outstanding stock of Pocahontas Bancorp, Inc. (“Pocahontas”), the holding company for First Community Bank (“FCB”) of Jonesboro, Arkansas, for 1,287,793 shares of the Company’s common stock. The transaction was accounted for as a purchase and had a total value of $75,424,000. The acquisition extends the Company’s presence into Northeast Arkansas. The Pocahontas transaction resulted in $41,956,000 of goodwill and $7,029,000 of core deposit intangibles. The goodwill acquired is not tax deductible. The amount allocated to the core deposit intangible was determined by an independent valuation and is being amortized over the estimated useful life of ten years using the straight line method.

Pulaski Bank and FCB were merged on April 22, 2007. The combined financial institution is a federal stock savings bank headquartered in Little Rock, Arkansas and operates under the corporate title of “Pulaski Bank and Trust Company”.

United Title of Louisiana, Inc.

The Company acquired United Title of Louisiana, Inc. (“United”) on April 2, 2007. United operates nine offices in Louisiana. The transaction was accounted for as a purchase and had a total value of approximately $5,800,000. United operates as a subsidiary of LTC.

Kingdom Capital Management, Inc.

The Company acquired Kingdom Capital Management, Inc. (“Kingdom Capital”) on January 7, 2008. Kingdom Capital provides comprehensive fee-based private wealth management services in New Orleans, LA for private banking clients, pension funds, corporations, and trusts. Upon acquisition, Kingdom Capital began doing business as IBERIABANK Asset Management, Inc. (“IAM”). The transaction had a total value of $650,000.

Allocation of the purchase price resulted in goodwill of $631,000 and net assets of $19,000.

American Abstract and Title Company

The Company acquired American Abstract and Title Company (“AAT”) on March 2, 2008. AAT operates 2 offices in Arkansas. The transaction had a total value of $5,000,000. Additional consideration will be paid should AAT meet certain revenue thresholds. The contingency period is 5 years and could result in maximum additional consideration of $500,000. AAT operates as a subsidiary of LTC.

Allocation of the purchase price resulted in goodwill of $4,953,000 and other assets of $47,000. Allocation of the purchase price is preliminary and subject to change based on the contingent consideration noted above and results of the pending valuation of AAT’s title plant intangible asset. Although the valuation may affect the recorded goodwill value, it is not expected to have a material effect on post-acquisition operating results.

ANB Financial, N.A.

On May 9, 2008, Pulaski Bank entered into a Purchase and Assumption Agreement (the “Agreement”) with the Federal Deposit Insurance Corporation (“FDIC”), as receiver of ANB Financial, N.A., Bentonville, Arkansas (“ANB”). Pulaski Bank currently operates eight former ANB offices in Northwest Arkansas.

Pulaski advanced $45,863,000 in cash to the FDIC in partial settlement of the difference between the amount of assets purchased by Pulaski Bank and deposits and other liabilities assumed, less the premium to be paid by Pulaski Bank in the transaction.

The assets of ANB purchased by Pulaski Bank include $180,046,000 in cash, including fed funds and deposits with the Federal Reserve, $45,970,000 of investment securities, all of which are U.S. Treasury and agency securities, $2,374,000 of loans secured by deposits, and $194,000 of accrued interest. No adjustment to the book value of any asset has be made for any loan premiums, discounts or any related deferred income or fees, or loan loss reserves. The FDIC has granted Pulaski Bank a 90-day option to purchase the premises, furniture, fixtures, and equipment associated with these offices. The purchase price of these assets will be at net book value. The final purchase settlement will be at 95% of appraised value of the assets retained.

The FDIC has the right to retain or repurchase certain loans deemed essential to its role as receiver, including loans to officers, directors and affiliates of ANB, loans related to investigations or legal proceedings by the receiver, and loans secured by collateral that also secures assets owned by the receiver.

Pulaski Bank assumed $184,000,000 in insured deposits associated with this transaction. Insured deposits include public fund deposits to the extent those deposits were properly secured and exclude brokered and uninsured deposits. In association with this transaction, Pulaski Bank paid a deposit premium of $1,865,000, equal to 1.01% of the insured deposits assumed. Pulaski Bank also assumed some liabilities, primarily accrued interest payable of $512,000 on deposits.

The assets purchased and liabilities assumed in the ANB transaction are subject to adjustment up to the settlement date to reflect the actual book value of the assets and liabilities acquired. The settlement date of the transaction is expected to be 180 days after the closing date, or such other date prior if agreed upon by the parties.

The FDIC has generally agreed to indemnify Pulaski Bank against all costs, losses, liabilities, and expenses, including legal fees, incurred in connection with certain third party claims that may be brought against Pulaski Bank based on liabilities of ANB that were not assumed by Pulaski Bank under the Agreement. Pulaski Bank has agreed to indemnify the FDIC against certain costs, losses, liabilities and expenses, including legal fees, incurred in connection with certain third party claims that may be brought against the FDIC based on liabilities or obligations of ANB that were assumed by Pulaski Bank under the Agreement.

Pulaski Bank paid deposit processing fees to the FDIC of $177,000 during the second quarter of 2008. In addition, the Company paid additional merger-related expenses of $534,000, including salaries and personnel costs of temporary employees, travel expenses, and legal and professional services.

The results of operations of the acquired companies subsequent to the acquisition dates are included in the Company’s consolidated statements of income. The following pro forma information for the six months ended June 30, 2007 reflects the Company’s estimated consolidated results of operations as if the acquisitions of PIC and Pocahontas occurred at January 1, 2007, unadjusted for potential cost savings. The effect of the acquisitions of United, AAT, and ANB are not included in the pro forma results below, as inclusion of the results of operations of those acquired entities would not have a material effect on the consolidated pro forma results for the six months ended June 30, 2008 and 2007.


(dollars in thousands, except per share data)	2007
Interest and noninterest income	$	167,070
Net income	$	18,803
Earnings per share – basic	$	1.51
Earnings per share – diluted	$	1.46

Note 3 – Earnings Per Share

For the three months ended June 30, 2008, basic earnings per share were based on 12,504,549 weighted average shares outstanding and diluted earnings per share were based on 12,824,304 weighted average shares outstanding. For the three months ended June 30, 2007, per share earnings were based on 12,456,110 and 12,914,251 weighted average basic and diluted shares, respectively.

For the same three month periods of 2008 and 2007, the calculations for basic shares outstanding exclude: (a) the weighted average shares owned by the Recognition and Retention Plan (“RRP”) of 379,625 and 427,160, respectively; and (b) the weighted average shares purchased in Treasury Stock of 1,915,584 and 1,916,490, respectively.

For the six months ended June 30, 2008, basic earnings per share were based on 12,459,013 weighted average shares outstanding and diluted earnings per share were based on 12,780,952 weighted average shares outstanding. For the six months ended June 30, 2007, per share earnings were based on 12,008,866 and 12,501,444 weighted average basic and diluted shares, respectively.

For the same six month periods of 2008 and 2007, the calculations for both basic and diluted shares outstanding exclude: (a) the weighted average shares owned by the Recognition and Retention Plan Trust (“RRP”) of 394,459 and 397,060 respectively; and (b) the weighted average shares purchased in Treasury Stock of 1,945,888 and 1,973,002, respectively.

The effect from the assumed exercise of 368,775 and 314,604 stock options was not included in the computation of diluted earnings per share for the quarters ended June 30, 2008 and 2007, respectively, because such amounts would have had an antidilutive effect on earnings per share.

Note 4 – Share-based Compensation

The Company has various types of share-based compensation plans. These plans are administered by the Compensation Committee of the Board of Directors, which selects persons eligible to receive awards and determines the number of shares and/or options subject to each award, the terms, conditions and other provisions of the awards. See Note 15 of the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 5, 2008 for additional information related to these share-based compensation plans.

The Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised), Share-Based Payment (“SFAS No. 123(R)”) utilizing the modified prospective method. The Company reported $925,000 and $476,000 of excess tax benefits as financing cash inflows during the first six months of 2008 and 2007, respectively. Net cash proceeds from the exercise of stock options were $1,903,000 and $833,000 for the six months ended June 30, 2008 and 2007, respectively.

The Company uses the Black-Scholes option pricing model to estimate the fair value of share-based awards with the following weighted-average assumptions for the indicated periods.


	For the Three Months Ended						For the Six Months Ended
	June 30, 2008			June 30, 2007			June 30, 2008			June 30, 2007
Expected dividends		2.1	%		2.0	%		2.1	%		2.0	%
Expected volatility		24.1	%		23.4	%		23.9	%		23.6	%
Risk-free interest rate		4.6	%		4.7	%		4.6	%		4.7	%
Expected term (in years)		7.0			7.0			7.0			7.0
Weighted-average grant-date fair value	$	15.65		$	15.94		$	15.74		$	16.06

The assumptions above are based on multiple factors, including historical stock option exercise patterns and post-vesting employment termination behaviors, expected future exercise patterns and the expected volatility of the Company’s stock price.

At June 30, 2008, there was $3,826,000 of unrecognized compensation cost related to stock options which is expected to be recognized over a weighted-average period of 5.4 years.

The following table represents the compensation expense that is included in salaries and employee benefits expense in the accompanying consolidated statements of income related to stock options for the periods indicated below.


(dollars in thousands)	For the Six Months Ended
(dollars in thousands)	June 30, 2008		June 30, 2007
Compensation expense related to stock options	$	322	$	303

The following table represents stock option activity for the six months ended June 30, 2008.


	Number of shares		Weighted average exercise price		Weighted average remaining contract life
Outstanding options, December 31, 2007	1,536,883		$	37.09
Granted	22,000			46.80
Exercised	(125,719	)		20.54
Forfeited or expired	(12,348	)		57.00

Outstanding options, June 30, 2008	1,420,816		$	38.53	5.4 Years

Outstanding exercisable, June 30, 2008	1,157,146		$	34.35	4.7 Years

384,970 shares were available for future stock option grants to employees and directors under existing plans at June 30, 2008. At June 30, 2008, the aggregate intrinsic value of shares underlying outstanding stock options and exercisable stock options was $13,623,000 and $13,621,000, respectively. The total intrinsic value of options exercised was $914,000 for the six months ended June 30, 2008.

The share-based compensation plans allow for the issuance of restricted stock awards that may not be sold or otherwise transferred until certain restrictions have lapsed. The unearned share-based compensation related to these awards is being amortized to compensation expense over the vesting period (generally three to seven years). The share-based compensation expense for these awards was determined based on the market price of the Company’s common stock at the date of grant applied to the total number of shares granted, amortized over the vesting period. As of June 30, 2008, unearned share-based compensation associated with these awards totaled $17,487,000.

The following table represents the compensation expense that was included in salaries and employee benefits expense in the accompanying consolidated statements of income related to restricted stock grants for the periods indicated below.

The following table represents unvested restricted stock activity for the periods indicated.


	For the Six Months Ended
	June 30, 2008		June 30, 2007
Balance, beginning of year	401,917		337,830
Granted	62,950		148,404
Forfeited	(17,338	)	(5,828	)
Earned and issued	(73,488	)	(55,134	)

Balance, June 30, 2008 and 2007, respectively	374,041		425,272

Note 5 – Goodwill and Other Intangible Assets

The Company accounts for goodwill and other intangible assets in accordance with SFAS No. 142, Goodwill and Other Intangible Assets. Under these rules, goodwill and other intangible assets deemed to have indefinite lives, such as title plant assets, are not amortized, but are subject to annual impairment tests. Other intangible assets are amortized over their useful lives. The Company performed its annual impairment test of goodwill as of October 1, 2007. This test indicated no impairment of the Company’s recorded goodwill. Management is not aware of any events or changes in circumstances since the impairment testing that would indicate that goodwill might be impaired. Management performed its annual impairment test for its title plant assets as of June 30, 2008. The test indicated no impairment of its recorded title plant assets. Management is not aware of any events or changes in circumstances since the test of the title plant assets that would indicate the assets might be impaired.

As a result of the acquisitions of PIC and Pocahontas, the Company added $134,398,000 of goodwill during the first quarter of 2007. The Company added an additional $4,000,000 in goodwill during the second quarter of 2007 related to the United acquisition. During the first quarter of 2008, the Company recorded $4,953,000 in goodwill due to the acquisition of AAT and $631,000 due to the IAM acquisition.

The Company records other intangible assets that consist of core deposit intangibles, mortgage servicing rights, non-compete agreements, and title plants. As a result of the acquisitions during 2007, the Company added $12,646,000 of core deposit intangibles and $6,217,000 of title plants during 2007.

The following table summarizes the Company’s intangible assets subject to amortization.


	June 30, 2008						June 30, 2007
(dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Core deposit intangibles	$	24,790	$	7,338	$	17,452	$	22,925	$	5,203	$	17,722
Non-compete agreements		18		9		9		—		—		—
Mortgage servicing rights		218		200		18		313		286		27

Total	$	25,026	$	7,547	$	17,479	$	23,238	$	5,489	$	17,749

The amortization expense related to core deposit intangibles for the six months ended June 30, 2008 and 2007 was $1,150,000 and $1,209,000, respectively.

Note 6 – Fair Value Measurements

On January 1, 2008, the Company adopted the provisions of SFAS No. 157, Fair Value Measurement and SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities . SFAS No. 157 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the inputs used to develop those assumptions and measure fair value. The hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

•

Level 1 — Quoted prices in active markets for identical assets or liabilities.

•

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

•

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

A description of the valuation methodologies used for instruments measured at fair value follows, as well as the classification of such instruments within the valuation hierarchy.

Securities available for sale

Securities are classified within Level 1 where quoted market prices are available in an active market. Inputs include securities that have quoted prices in active markets for identical assets. If quoted market prices are unavailable, fair value is estimated using pricing models or quoted prices of securities with similar characteristics, at which point the securities would be classified within Level 2 of the hierarchy. Examples may include certain collateralized mortgage and debt obligations. The Company’s current portfolio does not include Level 3 securities as of June 30, 2008.

Mortgage loans held for sale

As of June 30, 2008, the Company has $76,189,000 of conforming loans held for sale. Mortgage loans originated and held for sale are carried at the lower of cost or estimated fair value. The Company obtains quotes or bids on these loans directly from purchasing financial institutions. Typically these quotes include a premium on the sale and thus these quotes indicate the fair value of the held for sale loans is greater than cost. At June 30, 2008, the entire balance of $76,189,000 is recorded at cost.

Impaired Loans

Loans are measured for impairment using the methods permitted by SFAS No. 114, Accounting by Creditors for Impairment of a Loan . Fair value of impaired loans is measured by either the loans obtainable market price, if available (Level 1), the fair value of the collateral if the loan is collateral dependent (Level 2), or the present value of expected future cash flows, discounted at the loans effective interest rate (Level 3). Fair value of the collateral is determined by appraisals or independent valuation.

Other Real Estate Owned (OREO)

As of June 30, 2008, the Company has $9,712,000 in OREO, which includes all real estate, other than bank premises used in bank operations, owned or controlled by the Company, including real estate acquired in settlement of loans. Properties are recorded at the balance of the loan or at estimated fair value less estimated selling costs, whichever is less, at the date acquired. Fair values of OREO at June 30, 2008 are determined by sales agreement or appraisal, and costs to sell are based on estimation per the terms and conditions of the sales agreement. Inputs include appraisal values on the properties or recent sales activity for similar assets in the property’s market, and thus OREO measured at fair value would be classified within Level 2 of the hierarchy.

Derivative Financial Instruments

The Company utilizes interest rate swap agreements to convert a portion of its variable-rate debt to a fixed rate (cash flow hedge). For derivatives designated as hedging the exposure to changes in the fair value of an asset or liability (fair value hedge), the gain or loss is recognized in earnings in the period of change, together with the offsetting gain or loss to the hedged item attributable to the risk being hedged. Earnings will be affected to the extent to which the hedge is not effective in achieving offsetting changes in fair value. For derivatives designated as hedging exposure to variable cash flows of a forecasted transaction (cash flow hedge), the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings or when the hedge is terminated. The ineffective portion of the gain or loss is reported in earnings immediately. For derivatives that are not designated as hedging instruments, changes in the fair value of the derivatives are recognized in earnings immediately.

In applying hedge accounting for derivatives, the Company establishes a method for assessing the effectiveness of the hedging derivative and a measurement approach for determining the ineffective aspect of the hedge upon the inception of the hedge.

Changes in the fair value of interest rate swaps associated with the Company’s trust preferred securities are recorded as noninterest income. Fair value is estimated using pricing models of derivatives with similar characteristics, at which point the derivatives would be classified within Level 2 of the hierarchy.

The Company enters into commitments to originate loans whereby the interest rate on the prospective loan is determined prior to funding (“rate lock commitments”). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Accordingly, such commitments, along with any related fees received from potential borrowers, are recorded at fair value as derivative assets or liabilities, with changes in fair value recorded in net gain or loss on sale of mortgage loans. Fair value of the interest rate lock commitments are estimated using pricing models of financial instruments with similar characteristics, and thus the commitments are classified within Level 2 of the fair value hierarchy.

The Company’s adoption of SFAS No. 157 did not have a material impact on its consolidated financial statements. The Company has segregated all financial assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below.


Recurring Basis	June 30, 2008		Fair Value Measurements at June 30, 2008 Using
(dollars in thousands) Description	June 30, 2008		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Available -for-sale securities	$	888,934	$	725,142	$	163,792	$	—
Derivative instruments		5,417		—		5,417

Total	$	894,351	$	725,142	$	169,209	$	—

Liabilities
Derivative instruments		5,869		—		5,869

Total	$	5,869	$	—	$	5,869	$	—

Gains and losses (realized and unrealized) included in earnings (or changes in net assets) for the first six months of 2008 are reported in noninterest income or other comprehensive income as follows:


(dollars in thousands)	Noninterest income		Other comprehensive income
Total gains (losses) included in earnings (or changes in net assets)	$	420	$	—

Change in unrealized gains or losses relating to assets still held at June 30, 2008	$	—	$	(7,239	)

The Company has segregated all financial assets and liabilities that are measured at fair value on a nonrecurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below.


Nonrecurring Basis	June 30, 2008		Fair Value Measurements at June 30, 2008 Using
(dollars in thousands) Description	June 30, 2008		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
OREO		39		—		39		—

Total	$	39	$	—	$	39	$	—

The Company did not record any liabilities at fair value for which measurement of the fair value was made on a nonrecurring basis during the six months ended June 30, 2008. There are no unrealized or realized gains or losses included in earnings or changes in net assets for the first six months of 2008 related to these nonrecurring fair value measurements.

SFAS No. 159 provides the Company with an option to report selected financial assets and liabilities at fair value. The fair value option established by this Statement permits the Company to choose to measure eligible items at fair value at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each reporting date subsequent to implementation.

The Company has currently chosen not to elect the fair value option for any items that are not already required to be measured at fair value in accordance with accounting principles generally accepted in the United States, and as such has not included any gains or losses in earnings for the six month period ended June 30, 2008.

Note 7 – Off-Balance Sheet Activities

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The same credit policies are used in these commitments as for on-balance sheet instruments. The Company’s exposure to credit loss in the event of nonperformance by the other parties is represented by the contractual amount of the financial instruments. At June 30, 2008, the fair value of guarantees under commercial and standby letters of credit was $231,000. This amount represents the unamortized fee associated with these guarantees and is included in the consolidated balance sheet of the Company. This fair value will decrease over time as the existing commercial and standby letters of credit approach their expiration dates and the total fair value of letters of credit may increase as new letters of credit are issued.

At June 30, 2008 and 2007, the Company had the following financial instruments outstanding, whose contract amounts represent credit risk.


	Contract Amount
(dollars in thousands)	2008		2007
Commitments to grant loans	$	152,819	$	124,833
Unfunded commitments under lines of credit		707,209		805,837
Commercial and standby letters of credit		23,135		19,844

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to be drawn upon, the total commitment amounts generally represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty.

Unfunded commitments under commercial lines-of-credit, revolving credit lines and overdraft protection agreements are commitments for possible future extensions of credit to existing customers. These lines-of-credit usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed.

The Company is subject to certain claims and litigation arising in the ordinary course of business. In the opinion of management, after consultation with legal counsel, the ultimate disposition of these matters is not expected to have a material effect on the consolidated financial position or results of operations of the Company.

Note 8 – Material Subsequent Event

On July 21, 2008, IBERIABANK issued and sold $25,000,000 of subordinated capital notes to a correspondent bank. The notes bear an interest rate equal to three-month LIBOR, plus 3.00% per annum until September 30, 2015, the maturity date. Quarterly interest payments are payable on March 31, June 30, September 30, and December 31 of each year beginning on September 30, 2008. The subordinated capital notes are not convertible. Subject to prior regulatory approval, IBERIABANK may redeem the subordinated capital notes, in full or in part in multiples of $1,000,000, on any interest payment date. The subordinated debt qualifies as tier 2 capital under regulatory guidelines.

Note 9 – Recent Accounting Pronouncements

In December 2007, the FASB issued SFAS 141(R), Business Combinations . SFAS 141(R) will impact how entities apply the acquisition method to business combinations. Significant changes to how the Company accounts for business combinations under this Statement include 1) the acquisition date will be date the acquirer obtains control, 2) all identifiable assets acquired, liabilities assumed, and noncontrolling interests in the acquiree will be

stated at fair value on the acquisition date, 3) assets or liabilities arising from noncontractual contingencies will be measured at their acquisition date fair value only if it is more likely than not that they meet the definition of an asset or liability on the acquisition date, 4) adjustments subsequently made to the provisional amounts recorded on the acquisition date will be made retroactively during a measurement period not to exceed one year, 5) acquisition-related restructuring costs that do not meet the criteria in SFAS 146, Accounting for Costs Associated with Exit or Disposal Activities , will be expensed as incurred, 6) transaction costs will be expensed as incurred, 7) reversals of deferred income tax valuation allowances and income tax contingencies will be recognized in earnings subsequent to the measurement period, and 8) the allowance for loan losses of an acquiree will not be permitted to be recognized by the acquirer. Additionally, SFAS 141(R) will require additional disclosures regarding subsequent changes to acquisition-related contingencies, contingent consideration, noncontrolling interests, acquisition-related transaction costs, fair values and cash flows not expected to be collected for acquired loans, and goodwill valuation.

The Company will be required to apply SFAS 141(R) prospectively to all business combinations completed on or after January 1, 2009. Early adoption is not permitted. For business combinations with an acquisition date before the effective date, the provisions of SFAS 141(R) will apply to the subsequent accounting for deferred income tax valuation allowances and income tax contingencies and will require any changes in those amounts to be recorded in earnings. Management is currently evaluating the effect adoption of SFAS 141(R) will have on the financial condition, results of operations and/or liquidity of the Company.

In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB 51 . SFAS 160 establishes new accounting and reporting standards for noncontrolling interests in a subsidiary. SFAS 160 will require entities to classify noncontrolling interests as a component of stockholders’ equity and will require subsequent changes in ownership interests in a subsidiary to be accounted for as an equity transaction. SFAS 160 will also require entities to recognize a gain or loss upon the loss of control of a subsidiary and to remeasure any ownership interest retained at fair value on that date. This statement also requires expanded disclosures that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS 160 is effective on a prospective basis for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008, except for the presentation and disclosure requirements, which are required to be applied retrospectively. The Company does not anticipate the guidance to have a material effect on the operating results, financial position, or liquidity of the Company.

In March 2008, the FASB issued SFAS No. 161, Disclosure about Derivative Instruments and Hedging Activities – An Amendment of FASB Statement No. 133 . SFAS No. 161 requires expanded and additional disclosures about an entity’s derivative and hedging activities in order to improve the transparency of financial reporting. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. The Company will adopt the provisions of SFAS No. 161 on January 1, 2009, but does not anticipate adoption will have a material effect on the operating results, financial position, or liquidity of the Company.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles , which identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements in conformity with generally accepted accounting principles. The Statement is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411. The Company will adopt the provisions of SFAS No. 162 when effective but does not anticipate adoption will have a material effect on the operating results, financial position, or liquidity of the Company.

In June 2008, the FASB issued FASB Staff Position No. EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities . EITF 03-6-1 clarifies share-based payment awards that entitle holders to receive non-forfeitable dividends before vesting should be considered participating securities and thus included in the calculation of basic earnings per share. Currently, the Company includes unvested share payment awards in the calculation of diluted earnings per share under the treasury stock method. These awards will now be included in the calculation of basic earnings per share under the two-class method, a change that may reduce both basic and diluted earnings per share. The two-class method allocates earnings for the period between common shareholders and other security holders. The participating awards receiving dividends will be allocated the same amount of income as if they were outstanding shares. EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, as well as interim periods within those years. Once effective, all prior period earnings per share data presented must be adjusted retrospectively to conform to the

provisions. Early application is not permitted. The Company is currently evaluating the effects EITF 03-6-1 will have on its earnings per share, but does not believe it will have a material effect on the operating results, financial position, or liquidity of the Company.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The purpose of this discussion and analysis is to focus on significant changes in the financial condition and results of operations of the Company during the six month period ended June 30, 2008. This discussion and analysis highlights and supplements information contained elsewhere in this Quarterly Report on Form 10-Q, particularly the preceding consolidated financial statements and notes. This discussion and analysis should be read in conjunction with the Company’s 2007 Annual Report on Form 10-K.

FORWARD-LOOKING STATEMENTS

To the extent that statements in this Form 10-Q relate to future plans, objectives, financial results or performance of the Company, these statements are deemed to be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements, which are based on management’s current information, estimates and assumptions and the current economic environment, are generally identified by the use of the words “plan”, “believe”, “expect”, “intend”, “anticipate”, “estimate”, “project” or similar expressions. The Company’s actual strategies and results in future periods may differ materially from those currently expected due to various risks and uncertainties. Factors that may cause actual results to differ materially from these forward-looking statements include, but are not limited to, the risk factors described in Item 1A of the Company’s 2007 Annual Report on Form 10-K.

SECOND QUARTER OVERVIEW

During the second quarter of 2008, the Company reported net income of $9.5 million, or $0.74 per share on a diluted basis, representing a 5.0% decrease compared to net income of $10.0 million earned for the second quarter of 2007. On a per share basis, this represents a 4.3% decrease from the $0.78 per diluted share earned for the second quarter of 2007. For the year, the Company reported net income of $22.9 million, or $1.79 per diluted share, an increase of $3.7 million, or 19.3%, from the same period in 2007. Earnings per diluted share were up 16.7%, or $0.26, during the first six months of 2008.

Key components of the Company’s performance are summarized below.

•

Total assets at June 30, 2008 were $5.3 billion, up $406.9 million, or 8.3%, from $4.9 billion at December 31, 2007. The increase is primarily the result of an increase in cash and investment securities as a result of additional funding provided by the Company’s increased deposits. Asset growth is also a result of loan growth during the first and second quarters. Shareholders’ equity increased by $11.5 million, or 2.3%, from $498.1 million at December 31, 2007 to $509.5 million at June 30, 2008. The increase is the result of the comprehensive income earned during the quarter.

•

Total loans at June 30, 2008 increased to $3.5 billion, a $110.5 million increase over the $3.4 billion at December 31, 2007. The increase was spurred by commercial loan growth of $105.3 million, or 5.3%. Loan growth during the year was tempered by the sale of $30.4 million of credit card receivables in the first quarter.

•

Total customer deposits increased $551.8 million, or 15.8%, from $3.5 billion at December 31, 2007 to $4.0 billion at June 30, 2008. The increase was a result of the Company’s focused campaign on raising deposits during the year, as well as deposits acquired from ANB.

•

Net interest income increased $1.8 million, or 5.9%, for the three months ended June 30, 2008, compared to the same period of 2007. For the six months ended June 30, 2008, net interest income increased $7.1 million, or 12.3%, compared to the same period of 2007. These increases were attributable to increased volume due to growth in both the IBERIABANK and Pulaski Bank loan portfolios. The corresponding net interest margin ratios on a tax-equivalent basis were 2.89% and 3.09% for the quarters ended and 2.96% and 3.11% for the six months ended June 30, 2008 and 2007, respectively.

•

Noninterest income increased $0.9 million, or 4.0%, for the second quarter of 2008 as compared to the same period of 2007. For the six months ended June 30, 2008, noninterest income increased $13.0 million, or 36.1%, compared to the same period of 2007. The increase in the current quarter is due to additional service charges and fee income from the expanded customer base of the banks. The increase for the six month period was primarily the result of a $6.9 million gain on the sale of the $30.4 million in credit card receivables. The increase was also driven by higher title insurance income due to the acquisitions of United in the second quarter of 2007 and AAT in the first quarter of 2008. Service charges on deposit accounts and ATM and debit card income were also higher due to the expanded customer base from the acquisitions.

•

Noninterest expense increased $1.6 million, or 4.1%, for the quarter ended June 30, 2008, as compared to the same quarter last year. For the six months ended June 30, 2008, noninterest expense increased $9.3 million, or 13.7%, compared to the same period of 2007. The increase resulted primarily from higher salary and benefit costs, including mortgage-related commissions and payroll taxes, and FDIC insurance expense resulting from a larger deposit base from the ANB transaction as well as the Company’s deposit campaign. Noninterest expense also included merger related expenses of $0.7 million incurred in connection with the ANB transaction during the second quarter of 2008.

•

The Company recorded a provision for loan losses of $1.5 million during the second quarter of 2008, compared to a provision reversal of $0.6 million for the second quarter of 2007. For the six months ended June 30, 2008, the Company recorded a provision of $4.2 million, compared to a reversal of $0.4 million for the same period in 2007. The provision in the second quarter of 2008 is a result of loan growth during the quarter, while the increase in provision for the three and six month periods of 2008 is attributable to the portfolio growth and a decline in overall asset quality of portions of the Company’s loan portfolios. As of June 30, 2008, the allowance for loan losses as a percent of total loans was 1.12%, consistent with December 31, 2007 but slightly lower than the 1.19%, at June 30, 2007. Net charge-offs for the second quarter of 2008 were $1.0 million, or 0.11% of average loans on an annualized basis, compared to $0.3 million, or 0.04%, a year earlier.

•

In June 2008, the Company’s Board of Directors declared a quarterly cash dividend of $0.34 per common share, consistent with the same quarter of 2007.

•

On May 9, 2008, the Company acquired certain assets and assumed the insured, non-brokered deposits of ANB in Fayetteville-Springdale-Rogers, Arkansas MSA market area. At June 30, 2008, the ANB deposits totaled $133.3 million and loans were $2.8 million. The former ANB branches serve clients in eight banking offices throughout Northwest Arkansas.

FINANCIAL CONDITION

Earning Assets

Earning assets are composed of interest or dividend-earning assets, including loans, securities, short-term investments and loans held for sale. Interest income associated with earning assets is the Company’s primary source of income. Earning assets averaged $4.6 billion during the quarter ended June 30, 2008, an increase of $336.0 million, or 7.8%, from the year ended December 31, 2007. For the six months ended June 30, 2008, average earning assets amounted to $4.5 billion, an increase of $661.6 million, or 17.1%, from the same period of 2007, and an increase of $465.7 million, or 11.5%, from the year ended December 31, 2007.

Loans and Leases – The average loan portfolio increased $142.1 million, or 4.2%, during the first six months of 2008. On a period end basis, the loan portfolio increased $110.5 million.

The Company’s average loan to deposit ratios at June 30, 2008 and December 31, 2007 were 88.5% and 96.2%, respectively. At June 30, 2008, the percentage of fixed rate loans within the total loan portfolio remained consistent with year-end at 67%. The following table sets forth the composition of the Company’s loan portfolio as of the dates indicated.


(dollars in thousands)	June 30, 2008		December 31, 2007		Increase/(Decrease)
(dollars in thousands)	June 30, 2008		December 31, 2007		Amount			Percent
Residential mortgage loans:
Residential 1-4 family	$	500,329	$	515,912	$	(15,583	)	(3.0	)%
Construction/ Owner Occupied		57,998		60,558		(2,560	)	(4.2	)%

Total residential mortgage loans		558,327		576,470		(18,143	)	(3.1	)%
Commercial loans:
Real estate		1,449,844		1,369,882		79,962		5.8	%
Business		659,854		634,495		25,359		4.0	%

Total commercial loans		2,109,698		2,004,377		105,321		5.3	%
Consumer loans:
Indirect automobile		248,172		240,860		7,312		3.0	%
Home equity		473,876		424,716		49,160		11.6	%
Other		150,473		183,616		(33,143	)	(18.1	)%

Total consumer loans		872,521		849,192		23,329		2.7	%

Total loans receivable	$	3,540,546	$	3,430,039	$	110,507		3.2	%

Total commercial loans increased $105.3 million, or 5.3%, compared to December 31, 2007. Commercial loan growth was driven by commercial real estate loans, which increased $80.0 million, or 5.8%, compared to December 31, 2007.

The consumer loan portfolio increased $23.3 million, or 2.7%, compared to December 31, 2007. This increase was primarily the result of a $49.2 million, or 11.6% increase in home equity loans, which were partially offset by a $26.2 million, or 44.6% decrease in credit card loans due to the sale of $30.4 million in credit card receivables during the first quarter of 2008.

Total mortgage loans decreased $18.1 million, or 3.1% to $558.3 million compared to $576.5 million as of December 31, 2007. The decrease in mortgage loans is a result of increased loan sales to secondary markets during the first six months of the year. The Company continues to sell the majority of conforming mortgage loan originations, servicing released, in the secondary market and benefit from the associated fee income rather than assume the rate risk associated with these longer term assets. The Company tends to retain certain residential mortgage loans to high net worth individuals made through the private banking area. These mortgage loans traditionally have shorter durations, lower servicing costs and provide an opportunity to deepen client relationships. The Company does not originate or hold high loan to value, negative amortization, optional ARM, or other exotic mortgage loans in its portfolio.

Investment Securities – The following table summarizes activity in the Company’s investment securities portfolio during the first six months of 2008.


(dollars in thousands)	Available for Sale			Held to Maturity
Balance, December 31, 2007	$	745,383		$	59,494
Acquisition of securities		44,923			—
Transfer from HTM to AFS		2,298			(2,270	)
Purchases		313,897			5,868
Sales		(49,176	)		—
Principal maturities, prepayments and calls		(158,044	)		(6,198	)
Amortization of premiums and accretion of discounts		640			9
Increase (Decrease) in market value		(10,987	)		—

Balance, June 30, 2008	$	888,934		$	56,903

Management evaluates securities for other-than-temporary impairment at least quarterly, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to 1) the length of time and the extent to which the fair value has been less than cost, 2) the financial condition and near-term prospects of the issuer, and 3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and insight provided by industry analysts’ reports. As of June 30, 2008, management’s assessment concluded that no declines are deemed to be other than temporary.

Short-term Investments – Short-term investments result from excess funds that fluctuate daily depending on the funding needs of the Company and are currently invested overnight in an interest-bearing deposit account at the Federal Home Loan Bank (“FHLB”) of Dallas, the total balance of which earns interest at the current FHLB discount rate. The balance in interest-bearing deposits at other institutions increased $12.9 million, or 43.1%, to $42.7 million at June 30, 2008, compared to $29.8 million at December 31, 2007. The excess funding provided by the Company’s deposits, as well as the acquisition of cash from ANB, attributed to the increase in short-term funds. The short-term investments will be used to fund future loan growth during 2008.

Mortgage Loans Held for Sale – Difficulties in the sub-prime mortgage industry over the past year have not had a significant impact on the Company’s mortgage operations. Loans held for sale increased $18.5 million, or 32.1%, to $76.2 million at June 30, 2008, compared to $57.7 million at December 31, 2007. The increase was a result of additional volume generated during the first six months of the year. Consistent with seasonal patterns, the Company originated $268 million in mortgage loans during the quarter, up 8% compared to the previous quarter. Originations were offset by $267 million in sales during the second quarter. Loans held for sale have primarily been fixed rate single-family residential mortgage loans under contract to be sold in the secondary market. Loans sold conform to underwriting standards that are based on standards specified by the Federal National Mortgage Association (Fannie Mae), Federal Housing Administration (FHA), and the Federal Home Loan Mortgage Corporation (Freddie Mac). In most cases, loans in this category are sold within thirty days. Buyers generally have recourse to return a purchased loan to the Company under limited circumstances. Recourse conditions may include early payment default, breach of representations or warranties, and documentation deficiencies.

Asset Quality

As a result of management’s enhancements to underwriting risk/return dynamics within the loan portfolio over time, the credit quality of the Company’s assets has remained strong. Management believes that historically it has recognized and disclosed significant problem loans quickly and taken prompt action in addressing material weaknesses in those credits. The Company will continue to monitor the risk adjusted level of return within the loan portfolio.

Written underwriting standards established by the Board of Directors and management govern the lending activities of the Company. The commercial credit department, in conjunction with senior lending personnel, underwrites all commercial business and commercial real estate loans. The Company provides centralized underwriting of all residential mortgage, construction and consumer loans. Established loan origination procedures require appropriate documentation including financial data and credit reports. For loans secured by real property, the Company generally requires property appraisals, title insurance or a title opinion, hazard insurance and flood insurance, where appropriate.

Loan payment performance is monitored and late charges are assessed on past due accounts. A centralized department collects delinquent loans. Every effort is made to minimize any potential loss, including instituting legal proceedings, as necessary. Commercial loans of the Company are periodically reviewed through a loan review process. All other loans are subject to loan review through a periodic sampling process.

The Company utilizes an asset risk classification system in compliance with guidelines established by the Federal Reserve Board as part of its efforts to monitor commercial asset quality. In connection with examinations of insured institutions, both federal and state examiners also have the authority to identify problem assets and, if appropriate, classify them. There are three classifications for problem assets: “substandard,” “doubtful” and “loss.” Substandard assets have one or more defined weaknesses and are characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Doubtful assets have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full questionable and there is a high probability of loss based on currently existing facts, conditions and values. An asset classified as loss is not considered collectable and of such little value that continuance as an asset of the Company is not warranted. Commercial loans with adverse classifications are reviewed by the Loan Committee of the Board of Directors at least monthly. Loans are placed on nonaccrual status when, in the judgment of management, the probability of collection of principal and interest in full is deemed to be insufficient to warrant further accrual. When a loan is placed on nonaccrual status, previously accrued but unpaid interest for the current period is deducted from interest income. Prior period interest is charged-off to the allowance for loan losses.

Real estate acquired by the Company as a result of foreclosure or by deed-in-lieu of foreclosure is classified as other real estate owned (“OREO”) until sold, and is carried at the balance of the loan at the time of acquisition or at estimated fair value less estimated costs to sell, whichever is less.

Nonperforming assets, defined as nonaccrual loans, accruing loans past due 90 days or more and foreclosed property, amounted to $41.9 million, or 0.79% of total assets at June 30, 2008, compared to $48.2 million, or 0.98% of total assets at December 31, 2007. Of the $41.9 million in nonperforming assets, $33.9 million relates to the Pulaski Bank franchise. Based on the requirements of SOP 03-3, no reserves associated with the acquired impaired loans were included in the consolidated balance sheet. Rather, loans recorded under SOP 03-3 were recorded at discounted values on the dates of acquisition. The allowance for loan losses amounted to 1.12% of total loans and 123.5% of total nonperforming loans at June 30, 2008, compared to 1.12% and 98.8%, respectively, at December 31, 2007. The following table sets forth the composition of the Company’s nonperforming assets, including accruing loans past due 90 days or more, as of the dates indicated.


(dollars in thousands)	June 30, 2008			December 31, 2007
Nonaccrual loans:
Commercial, financial and agricultural	$	24,222		$	30,740
Mortgage		2,698			2,098
Loans to individuals		3,909			3,268

Total nonaccrual loans		30,829			36,107
Accruing loans 90 days or more past due		1,367			2,655

Total nonperforming loans ⁽¹⁾		32,196			38,762
OREO and foreclosed property		9,712			9,413

Total nonperforming assets ⁽¹⁾		41,908			48,175
Performing troubled debt restructurings		—			—

Total nonperforming assets and troubled debt restructurings ⁽¹⁾	$	41,908		$	48,175

Nonperforming loans to total loans ⁽¹⁾		0.91	%		1.13	%
Nonperforming assets to total assets ⁽¹⁾		0.79	%		0.98	%
Allowance for loan losses to nonperforming loans ⁽¹⁾		123.5	%		98.8	%
Allowance for loan losses to total loans		1.12	%		1.12	%

(1)	Nonperforming loans and assets include accruing loans 90 days or more past due.

Total nonperforming assets decreased $6.3 million or 13.0% from year-end, due primarily to the Company’s efforts to address risk in the Pulaski Bank builder construction portfolio. The Pulaski Bank builder construction portfolio continued its compression as homes were sold and loans paid down during the first six months of 2008. The portfolio totaled $44.9 million at June 30, 2008, down $8.4 million during the quarter.

Pulaski Bank’s nonperforming assets totaled $33.9 million at June 30, 2008, including $24.5 million of nonaccrual loans, compared to $41.3 million in nonperforming assets at December 31, 2007. The Pulaski Bank past dues are primarily construction and land development loans in Northwest Arkansas and Memphis. $16.0 million, or 35.6%, of the Pulaski Bank builder construction portfolio is on nonaccrual status at the end of the second quarter, and an additional $4.4 million is past due.

Management continually monitors impacted loans and transfers loans to nonaccrual status when warranted. Net charge-offs for the second quarter of 2008 were $1.0 million, or 0.11%, of average loans on an annualized basis, as compared to $0.3 million, or 0.04%, for the same quarter last year.

Allowance for Loan Losses

The determination of the allowance for loan losses, which represents management’s estimate of probable losses inherent in the Company’s credit portfolio, involves a high degree of judgment and complexity. The Company establishes reserves for estimated losses on delinquent and other problem loans when it is determined that losses are probable on such loans. Management’s determination of the adequacy of the allowance is based on various factors, including an evaluation of the portfolio, past loss experience, current economic conditions, the volume and type of lending conducted by the Company, composition of the portfolio, the amount of the Company’s classified assets, seasoning of the loan portfolio, the status of past due principal and interest payments, and other relevant factors. Changes in such estimates may have a significant impact on the financial statements.

The Company experienced significant commercial loan growth over the past five years and as a result, during that time, refined its loan loss methodology to further reflect the transition in the loan portfolio from a savings bank (i.e., mortgage/consumer loan focus) to a commercial bank (i.e., commercial loan focus). This refinement resulted in more reserves being assigned to the commercial segment of the loan portfolio and previously unallocated reserves being assigned to the portfolio segments.

The foundation of the allowance for the Company’s commercial segment is the credit risk rating of each relationship within the portfolio. The credit risk of each borrower is assessed, and a risk grade is assigned. The portfolios are further segmented by facility or collateral ratings. The dual risk grade for each loan is determined by the relationship manager and other approving officers and changed from time to time to reflect an ongoing assessment of the risk. Grades are reviewed on specific loans by senior management and as part of the Company’s internal loan review process. The commercial loan loss allowance is determined for all pass-rated borrowers based upon the borrower risk rating, the expected default probabilities of each rating category, and the outstanding loan balances by risk grade. For borrowers rated special mention or below, the higher of the migration analysis and Company established minimum reserve percentages apply. In addition, consideration is given to historical loss experience by internal risk rating, current economic conditions, industry performance trends, geographic or borrower concentrations within each portfolio segment, the current business strategy and credit process, loan underwriting criteria, loan workout procedures, and other pertinent information.

Reserves are determined for impaired commercial loans individually based on management’s evaluation of the borrower’s overall financial condition, resources, and payment record; the prospects for support from any financially responsible guarantors; and the realizable value of any collateral. Reserves are established for these loans based upon an estimate of probable losses for the individual loans deemed to be impaired. This estimate considers all available evidence including the present value of the expected future cash flows and the fair value of collateral less disposal costs. Loans for which impaired reserves are provided are excluded from the general reserve calculations described above to prevent duplicate reserves.

The allowance also consists of reserves for unimpaired loans that encompass qualitative economic factors and specific market risk components. The foundation for the general consumer allowance is a review of the loan portfolios and the performance of those portfolios. This review is accomplished by first segmenting the portfolio into homogenous pools. Residential mortgage loans, direct consumer loans, consumer home equity, indirect consumer loans, credit card, and the business banking portfolio each are considered separately. The historical performance of each of these pools is analyzed by examining the level of charge-offs over a specific period of time. The historical average charge-off level for each pool is updated at least quarterly.

In addition to this base analysis, the consumer portfolios are also analyzed for specific risks within each segment. The risk analysis considers the Company’s current strategy for each segment, the maturity of each segment, expansion into new markets, the deployment of newly developed products and any other significant factors impacting that segment. Current regional and national economic factors are an important dimension of the assessment and impact each portfolio segment. The general economic factors are evaluated and adjusted quarterly.

Loan portfolios tied to acquisitions made during the year are incorporated into the Company’s allowance process. If the acquisition has an impact on the level of exposure to a particular segment, industry or geographic market, this increase in exposure is factored into the allowance determination process. Generally, acquisitions have higher levels of risk of loss based on differences in credit culture and portfolio management practices.

Acquired loans follow the reserve standard set in AICPA Statement of Position (SOP) 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer. At acquisition, the Company reviews each loan to determine whether there is evidence of deterioration of credit quality since origination and if it is probable that the Company will be unable to collect all amounts due according to the loan’s contractual terms. The Company considers expected prepayments and estimates the amount and timing of undiscounted expected principal, interest and other cash flows for each loan meeting the criteria above and determines the excess of the loan’s scheduled contractual principal and contractual interest payments over all cash flows expected at acquisition as an amount that should not be accreted (nonaccretable difference). The remaining amount, representing the excess of the loan’s or pool’s cash flows expected to be collected over the amount paid, is accreted into interest income over the remaining life of the loan or pool (accretable yield). The Company records a discount on these loans at acquisition to record the loans at their realizable cash flow. As a result, acquired loans subject to SOP 03-3 are excluded from the calculation of loan loss reserves at the acquisition date.

Based on facts and circumstances available, management of the Company believes that the allowance for loan losses was adequate at June 30, 2008 to cover probable losses in the Company’s loan portfolio. However, future adjustments to the allowance may be necessary, and the Company’s results of operations could be adversely affected if circumstances differ substantially from the assumptions used by management in determining the allowance for loan losses.

The following table presents the activity in the allowance for loan losses during the first six months of 2008.


(dollars in thousands)	Amount
Balance, December 31, 2007	$	38,285
Provision charged to operations		4,231
Loans charged off		(4,158	)
Recoveries		1,395

Balance, June 30, 2008	$	39,753

The allowance for loan losses amounted to $39.8 million, or 1.12% of total loans at June 30, 2008 and December 31, 2007 and 1.19% as of June 30, 2007. Although asset quality in the Pulaski builder construction portfolio declined from June 30, 2007, asset quality in the IBERIABANK and other Pulaski portfolios improved as trouble credits were charged off during 2008.

Other Assets

The following table details the changes in other asset categories during the first six months of 2008.


(dollars in thousands)	June 30, 2008		December 31, 2007		Increase/(Decrease)
(dollars in thousands)	June 30, 2008		December 31, 2007		Amount			Percent
Cash and due from banks	$	239,846	$	123,105	$	116,741		94.8	%
Premises and equipment		134,344		122,452		11,892		9.7
Bank-owned life insurance		66,464		64,955		1,509		2.3
Goodwill		236,761		231,177		5,584		2.4
Core Deposit Intangibles		17,452		16,736		716		4.3
Title plant intangibles		6,714		6,714		—		—
Accrued interest receivable		20,870		22,842		(1,972	)	(8.6	)
FHLB and FRB stock		30,030		37,998		(7,968	)	(21.0	)
Other		48,570		36,653		11,917		32.5

Total	$	801,051	$	662,632	$	138,419		20.9	%

The $116.7 million increase in cash and due from banks results from the Company’s investment of additional deposits generated during the Company’s deposit campaign in short-term investments, as well as cash acquired from ANB.

The $11.9 million increase in premises and equipment is primarily the result of $14.0 million in branches and equipment acquired from ANB.

Goodwill increased during 2008 due to the acquisitions of AAT and IAM. The AAT acquisition resulted in an additional $4.9 million of goodwill and the IAM acquisition resulted in additional goodwill of $0.6 million.

The increase in core deposit intangibles is due to the $1.9 million deposit premium paid to acquire ANB insured deposits.

The $2.0 million decrease in accrued interest receivable from year-end is due to a decrease in interest rates earned during the current period and the timing of interest payments during the quarter.

The decrease in FHLB stock is a result of the automatic repurchase of $7.6 million of FHLB stock at IBERIABANK during the second quarter. The repurchase is mandatory for eligible stock based on FHLB regulations.

The $11.9 million increase in other assets is primarily the result of $6.6 million in fed funds sold during the first half of 2008. The Company did not have funds sold at year-end. The Company also experienced an increase of $1.2 million in the market value of its derivatives and modest increases in prepaid assets, receivables, and other real estate owned.

There were no significant changes in the bank-owned life insurance or title plant balances since year-end.

Funding Sources

Deposits obtained from clients in its primary market areas are the Company’s principal source of funds for use in lending and other business purposes. The Company attracts local deposit accounts by offering a wide variety of accounts, competitive interest rates and convenient branch office locations and service hours. Increasing core deposits through the development of client relationships is a continuing focus of the Company. Borrowings have become an increasingly important funding source as the Company has grown. Other funding sources include short-term and long-term borrowings, subordinated debt, and shareholder’s equity. The following discussion highlights the major changes in the mix of deposits and other funding sources during the first six months of the year.

Deposits – Total end of period deposits increased $551.8 million, or 15.8%, to $4.0 billion at June 30, 2008, compared to $3.5 billion at December 31, 2007. The increase was a result of new deposits gathered during the Company’s deposit campaign and deposits of $133.3 million acquired from ANB. The campaign was able to bring in new accounts to both IBERIABANK and Pulaski Bank.

The following table sets forth the composition of the Company’s deposits at the dates indicated.


(dollars in thousands)	June 30, 2008		December 31, 2007		Increase/(Decrease)
(dollars in thousands)	June 30, 2008		December 31, 2007		Amount			Percent
Noninterest-bearing DDA	$	519,516	$	468,001	$	51,515		11.0	%
NOW accounts		817,474		828,099		(10,625	)	(1.3	)
Savings and money market accounts		1,038,965		766,429		272,536		35.6
Certificates of deposit		1,660,666		1,422,299		238,367		16.8

Total deposits	$	4,036,621	$	3,484,828	$	551,793		15.8	%

Short-term Borrowings – Short-term borrowings decreased $314.7 million, or 72.1%, from December 31, 2007 to June 30, 2008 to $121.5 million. The decrease was a result of two primary factors. The Company was successful in increasing deposits during the first six months of the year and thus was able to use deposits to fund loan originations during the period. In addition, in order to take advantage of lower cost long-term funding, the Company lengthened its liability structure by borrowing long-term funds to lock in more favorable long-term funding rates.

The Company’s short-term borrowings at June 30, 2008 were comprised of $7.0 million in advances from a correspondent bank and $114.5 million of securities sold under agreements to repurchase. The average rates paid on short-term borrowings were 1.53% and 4.48% for the quarters ended June 30, 2008 and 2007, respectively. The decrease in the average rate is a result of the decrease in bank borrowing rates since the second quarter of 2007.

At June 30, 2008, the Company was not in compliance with one of the financial covenants on its $25.0 million line of credit with a correspondent bank. The Company’s return on average assets, calculated at 0.73% and defined for purposes of the agreement as the Company’s net income as a percentage of average total assets, did not meet the minimum ratio of 0.85% specified in the agreement. Non-compliance with the financial covenants could terminate the agreement, thereby making the advances, $7.0 million at June 30, 2008, plus accrued interest and fees, payable immediately. Subsequent to June 30, 2008, the Company obtained a written waiver of this default for the fiscal quarter ended June 30, 2008.

Long-term Borrowings – Long-term borrowings increased $112.1 million, or 24.5%, to $569.7 million at June 30, 2008, compared to $457.6 million at December 31, 2007. The increase in borrowings from December 31, 2007 is a result of two actions during the first half of the year: The Company executed its strategy to lengthen the terms of FHLB advances and issued an additional $7.0 million in trust preferred securities. The trust preferred securities were issued at 350 basis points above LIBOR.

At June 30, 2008, the Company’s long-term borrowings were comprised of $445.9 million of fixed and variable rate advances from the FHLB of Dallas, $11.7 million of advances from a correspondent bank and $112.1 million in junior subordinated debt. The average rates paid on long-term borrowings were 4.33% and 5.23% for the quarters ended June 30, 2008 and 2007, respectively.

Shareholders’ Equity – Shareholders’ equity provides a source of permanent funding, allows for future growth and provides the Company with a cushion to withstand unforeseen adverse developments. At June 30, 2008, shareholders’ equity totaled $509.5 million, an increase of $11.5 million, or 2.3%, compared to $498.1 million at December 31, 2007. The following table details the changes in shareholders’ equity during the first six months of 2008.


(dollars in thousands)	Amount
Balance, December 31, 2007	$	498,059
Net income		22,881
Additional equity contribution to joint venture		10
Sale of treasury stock for stock options exercised, net of shares surrendered		2,244
Cash dividends declared		(8,812	)
Change in other comprehensive income		(7,239	)
Adoption of EITF 06-4		(71	)
Share-based compensation cost		2,462

Balance, June 30, 2008	$	509,534

In April 2007, the Board of Directors of the Company authorized a share repurchase program authorizing the repurchase of up to 300,000 shares of the Company’s outstanding common stock, or approximately 2.4% of total shares outstanding. As of June 30, 2008, the Company had 149,029 shares remaining for repurchase under the plan.

Stock repurchases generally are affected through open market purchases, and may be made through unsolicited negotiated transactions. During the first six months of 2008, the Company did not repurchase any shares of its common stock.

RESULTS OF OPERATIONS

The Company reported net income for the second quarter of 2008 of $9.5 million, compared to $10.0 million earned during the second quarter of 2007, a decrease of $0.5 million, or 5.0%. On a per share basis, the $0.74 earned per diluted share for the second quarter of 2008 represents a 4.3% decrease from the $0.78 earned for the second quarter of 2007. For the six months ended June 30, 2008, the Company reported net income of $22.9 million, compared to $19.2 million earned during the same period of 2007, an increase of $3.7 million, or 19.3%. On a per share basis, the $1.79 earned for the six months ended June 30, 2008 represents a 16.7% increase from the $1.53 per diluted share earned for the six months ended June 30, 2007.

Net Interest Income – Net interest income is the difference between interest realized on earning assets and interest paid on interest-bearing liabilities and is also the driver of core earnings. As such, it is subject to constant scrutiny by management. The rate of return and relative risk associated with earning assets are weighed to determine the appropriateness and mix of earning assets.

Net interest income increased $1.8 million, or 5.9%, to $32.5 million for the three months ended June 30, 2008, compared to $30.7 million for the three months ended June 30, 2007. The increase was due to a $2.5 million, or 7.1%, decrease in interest expense, which was partially offset by a $0.7 million, or 1.1%, decrease in interest income. The decrease in interest income from the second quarter of 2007 was the results of an 80 basis point, or 12.3%, decrease in the average yield of interest-earning assets. The decrease in interest expense was also driven by lower rates. The average rate of interest-bearing liabilities decreased 68 basis points, or 17.8%, from the second quarter of 2007.

Net interest income increased $7.1 million, or 12.3%, to $65.3 million for the six months ended June 30, 2008, compared to $58.2 million for the six months ended June 30, 2007. The increase was due to a $9.5 million, or 7.7%, increase in interest income, which was partially offset by a $2.4 million, or 3.7%, increase in interest expense. The increase in net interest income was the result of a $661.6 million, or 17.1%, increase in the average balance of earning assets, which was partially offset by a $631.3 million, or 18.3%, increase in the average balance of interest-bearing liabilities. The yield on average earnings assets and rate on average interest-bearing liabilities decreased 54 and 48 basis points during this period, respectively.

The Company’s average interest rate spread, which is the difference between the yields earned on earning assets and the rates paid on interest-bearing liabilities, was 2.57% during the three months ended June 30, 2008, compared to 2.69% for the comparable period in 2007. For the six months ended June 30, 2008 and 2007, the average interest rate spread was 2.63% and 2.69%, respectively. The Company’s net interest margin on a taxable equivalent (TE) basis, which is taxable equivalent net interest income as a percentage of average earning assets, was 2.89% and 3.09% for the three months ended June 30, 2008 and June 30, 2007, respectively. For the six months ended June 30, 2008 and 2007, the net interest margin on a taxable equivalent basis was 2.96% and 3.11%, respectively.

As of June 30, 2008, the Company’s interest rate risk model indicated that the Company is slightly asset sensitive in terms of interest rate sensitivity. Based on the Company’s interest rate risk model, the table below illustrates the impact of an immediate and sustained 100 and 200 basis point increase or decrease in interest rates on net interest income.


Shift in Interest Rates (in bps)		% Change in Projected Net Interest Income
+200		2.8%
+100		1.5
-100		(1.4)
-200		(4.8)

The computations of interest rate risk shown above do not necessarily include certain actions management may undertake to manage this risk in response to anticipated changes in interest rates.

As part of its activities to manage interest rate risk, the Company has engaged in interest rate swap transactions, which are a form of derivative financial instrument, to modify the net interest sensitivity to levels deemed to be appropriate. At June 30, 2008, the Company had interest rate swaps in the notional amount of approximately $195.7 million. In addition to using derivative instruments as an interest rate risk management tool, the Company

also enters into derivative instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with these customer contracts, the Company enters into offsetting derivative contract positions. The Company manages its credit risk, or potential risk of default by its commercial customers, through credit limit approval and monitoring procedures. Both the derivative contracts entered into with its customers and the offsetting derivative positions are recorded at their estimated fair value. At June 30, 2008, the Company had $80.4 million notional amount of interest rate contracts with corporate customers and $80.4 million notional amount of offsetting interest rate contracts with other financial institutions to mitigate the Company’s rate exposure on its corporate customers’ contracts.

The following table presents average balance sheets, net interest income and average interest rates for the three and six month periods ended June 30, 2008 and 2007.

Average Balances, Net Interest Income and Interest Yields / Rates

The following table sets forth, for the periods indicated, information regarding (i) the total dollar amount of interest income of the Company from earning assets and the resultant average yields; (ii) the total dollar amount of interest expense on interest-bearing liabilities and the resultant average rate; (iii) net interest income; (iv) net interest spread; and (v) net interest margin. Information is based on average daily balances during the indicated periods. Investment security market value adjustments and trade-date accounting adjustments are not considered to be earning assets and, as such, the net effect of the adjustments is included in nonearning assets. Tax equivalent (TE) yields are calculated using a marginal tax rate of 35%.


(dollars in thousands)	Three Months Ended June 30,														Six Months Ended June 30,
	2008							2007							2008							2007
	Average Balance			Interest		Average Yield/ Rate ⁽¹⁾		Average Balance			Interest		Average Yield/ Rate ⁽¹⁾		Average Balance			Interest		Average Yield/ Rate ⁽¹⁾		Average Balance			Interest		Average Yield/ Rate ⁽¹⁾
Earning assets:
Loans receivable:
Mortgage loans	$	563,072		$	8,265	5.87	%	$	569,351		$	8,323	5.85	%	$	569,084		$	16,804	5.91	%	$	554,126		$	16,085	5.81	%
Commercial loans (TE) ⁽²⁾		2,075,062			28,896	5.64	%		1,751,960			29,891	6.91	%		2,037,489			59,670	5.93	%		1,634,310			55,042	6.87	%
Consumer and other loans		849,782			14,942	7.07	%		791,414			14,979	7.59	%		834,017			30,544	7.36	%		743,489			27,966	7.59	%

Total loans		3,487,916			52,103	6.03	%		3,112,725			53,193	6.89	%		3,440,590			107,018	6.27	%		2,931,925			99,093	6.85	%
Mortgage loans held for sale		73,610			1,067	5.80	%		89,505			1,263	5.64	%		65,525			1,865	5.69	%		72,709			2,111	5.81	%
Investment securities (TE) ⁽²⁾⁽³⁾		879,303			10,620	5.07	%		827,002			10,382	5.26	%		850,167			20,745	5.12	%		793,388			19,667	5.19	%
Other earning assets		183,779			1,330	2.91	%		63,829			978	6.15	%		171,866			2,802	3.28	%		68,485			2,045	6.02	%

Total earning assets		4,624,608			65,120	5.72	%		4,093,061			65,816	6.52	%		4,528,148			132,430	5.93	%		3,866,507			122,916	6.47	%

Allowance for loan losses		(39,531	)						(38,421	)						(38,537	)						(36,702	)
Nonearning assets		628,772							569,136							614,769							521,816

Total assets	$	5,213,849						$	4,623,776						$	5,104,380						$	4,351,621

Interest-bearing liabilities:
Deposits:
NOW accounts	$	826,131		$	3,022	1.47	%	$	845,560		$	5,517	2.62	%	$	837,705		$	6,983	1.68	%	$	816,732		$	10,752	2.65	%
Savings and money market accounts		969,195			5,602	2.32	%		770,496			5,361	2.79	%		875,542			10,189	2.34	%		736,393			10,079	2.76	%
Certificates of deposit		1,660,952			17,235	4.17	%		1,373,393			15,982	4.67	%		1,585,143			34,273	4.35	%		1,290,676			29,462	4.60	%

Total interest-bearing deposits		3,456,278			25,859	3.01	%		2,989,449			26,860	3.60	%		3,298,390			51,445	3.14	%		2,843,801			50,293	3.57	%
Short-term borrowings		129,796			503	1.53	%		345,226			3,908	4.48	%		236,229			3,204	2.68	%		285,141			6,218	4.34	%
Long-term debt		573,563			6,285	4.33	%		331,561			4,384	5.23	%		540,331			12,482	4.57	%		314,682			8,250	5.21	%

Total interest-bearing liabilities		4,159,637			32,647	3.15	%		3,666,236			35,152	3.83	%		4,074,950			67,131	3.30	%		3,443,624			64,761	3.78	%

Noninterest-bearing demand deposits		482,845							448,652							463,565							429,320
Noninterest-bearing liabilities		57,298							33,181							52,027							31,647

Total liabilities		4,699,780							4,148,069							4,590,542							3,904,591
Shareholders’ equity		514,069							475,707							513,838							447,030

Total liabilities and shareholders’ equity	$	5,213,849						$	4,623,776						$	5,104,380						$	4,351,621

Net earning assets	$	464,971						$	426,825						$	453,198						$	422,883

Ratio of earning assets to interest-bearing liabilities		111.18	%						111.64	%						111.12	%						112.28	%

Net Interest Spread				$	32,473	2.57	%				$	30,664	2.69	%				$	65,299	2.63	%				$	58,155	2.69	%

Tax-equivalent Benefit						0.10	%						0.12	%						0.11	%						0.12	%

Net Interest Income (TE) / Net Interest Margin (TE) ⁽¹⁾				$	33,692	2.89	%				$	31,883	3.09	%				$	67,717	2.96	%				$	60,482	3.11	%

⁽¹⁾	Annualized.

⁽²⁾	Fully taxable equivalent (TE) calculations include the tax benefit associated with related income sources that are tax-exempt using a marginal tax rate of 35%.

⁽³⁾	Balances exclude unrealized gain or loss on securities available for sale and impact of trade date accounting.

Provision For Loan Losses – Management of the Company assesses the allowance for loan losses quarterly and will make provisions for loan losses as deemed appropriate in order to maintain the adequacy of the allowance for loan losses. Increases to the allowance for loan losses are achieved through provisions for loan losses that are charged against income. Adjustments to the allowance may also result from purchase accounting associated with loans acquired through acquisitions.

While the vast majority of the Company’s loan portfolio performed well during the first six months of 2008, the builder construction loan portfolio in the Northwest Arkansas and Memphis areas exhibited credit deterioration during 2007 as a result of slow housing conditions that continues to be monitored in 2008. As a result, on a consolidated basis, the Company recorded a provision for loan losses of $1.5 million in the second quarter of 2008. This represents an increase of $2.1 million over the reversal of $0.6 million recorded in the same period of 2007. For the six months ended June 30, 2008, there was a provision for loan losses of $4.2 million compared to a reversal of $0.4 million for the same period in 2007. The increase in the provision is a result of loan growth and noted deterioration in Pulaski Bank’s builder construction portfolio, as well as higher chargeoffs during the current quarter. $0.4 million of the provision for the period was attributable to the builder construction portfolio.

Net chargeoffs were $1.0 million for the second quarter of 2008, or an annualized chargeoff percentage of 0.11%. Net chargeoffs during the second quarter of 2007 were at 0.04% of the consolidated loan portfolio. Year-to-date chargeoffs totaled $2.2 million in the Pulaski Bank loan portfolio and $1.9 million in the IBERIABANK loan portfolio. The increase in net chargeoffs over the second quarter of 2007 is a result of increased Pulaski Bank chargeoffs during the current year, primarily in the commercial and indirect portfolios, as the Company has seen asset quality decline in the Pulaski Bank markets. Net chargeoffs in the second quarter of 2007 included recoveries of $0.7 million. Recoveries in the second quarter of 2008 totaled $0.8 million.

Although some credit deterioration has been noted, the Company believes the allowance is adequate at June 30, 2008 to cover probable losses in the Company’s loan portfolio. The allowance for loan losses as a percentage of outstanding loans, net of unearned income, remained consistent at 1.12% from December 31, 2007 to June 30, 2008.

Noninterest Income – The Company’s total noninterest income was $22.7 million for the three months ended June 30, 2008, $0.9 million, or 4.0%, higher than the $21.8 million earned for the same period in 2007. Noninterest income increased $13.0 million, or 36.1%, for the six months ended June 30, 2007, to $49.0 million, compared to $36.0 million for the six months ended June 30, 2007. The following table illustrates the changes in each significant component of noninterest income.


	Three Months Ended						Six Months Ended
	June 30,				Percent Increase (Decrease)		June 30,				Percent Increase (Decrease)
(dollars in thousands)	2008		2007		Percent Increase (Decrease)		2008		2007		Percent Increase (Decrease)
Service charges on deposit accounts	$	5,935	$	5,025	18.1	%	$	11,049	$	9,046	22.2	%
ATM/debit card fee income		1,608		1,096	46.8			3,015		2,070	45.7
Income from bank owned life insurance		767		592	29.5			1,509		2,088	(27.7	)
Gain on sale of loans, net		4,690		4,896	(4.2	)		16,037		7,703	108.2
Gain (loss) on sale of assets		8		94	(91.5	)		9		110	(91.8	)
Gain (loss) on sale of AFS investments, net		482		—	—			605		11	5,400.0
Gain on sale of equity investments		—		824	—			—		824	—
Title income		5,472		5,824	(6.1	)		9,981		8,017	24.5
Broker commissions		1,682		1,387	21.2			2,972		2,664	11.6
Other income		2,039		2,073	(1.6	)		3,792		3,443	10.1

Total noninterest income	$	22,683	$	21,811	4.0	%	$	48,969	$	35,976	36.1	%

Service charges on deposit accounts increased $0.9 million for the second quarter and $2.0 million for the six months of 2008 compared to the same periods last year primarily due to increased customer volume. The increase in customer base is attributable to the PIC, Pocahontas, and ANB acquisitions.

ATM/debit card fee income increased $0.5 million compared to the same quarter last year and $0.9 million for the first six months of 2008 primarily due to the expanded cardholder base attributable to the PIC and Pocahontas acquisitions and increased usage by customers.

Income from bank owned life insurance increased $0.2 million compared to the same quarter last year and decreased $0.6 million for the first six months of 2008 as the Company received the proceeds from a death benefit of $0.9 million on an insured former employee during the first quarter of 2007.

Gains on the sale of loans decreased $0.2 million compared to the same quarter last year and increased $8.3 million for the first six months of 2008 primarily due to the $6.9 million gain on the sale of approximately $30.4 million in credit card receivables during the first quarter, consistent with past practices at Pulaski Bank. Additional volume due to the PIC and Pocahontas acquisitions accounted for the remainder of the increase from 2007. The decrease in gains during the second quarter is a result of the sale of $3.9 million in troubled commercial credits, which resulted in a $0.5 million loss.

Gain on the sale of equity investments in the second quarter of 2007 reflects the sale of all of the Company’s MasterCard stock. The gain on the sale of AFS investments in the second quarter of 2008 resulted from the sale of $21.3 million in agency and mortgage-backed securities with the proceeds used to invest in collateralized mortgage obligations and municipal securities.

Title income decreased $0.4 million compared to the same quarter last year as LTC’s business has been affected by the soft market in Arkansas. Title income has increased, however, $2.0 million for the first six months of 2008 primarily due to the acquisitions of United in April of 2007 and AAT in March 2008.

Other noninterest income increased $0.3 million in the first six months of the year as a result of higher fees earned from credit card transactions, as well as trust income earned through Pulaski Bank and income from cash settlements of interest rate swap transactions.

Noninterest Expense – The Company’s total noninterest expense was $40.3 million for the three months ended June 30, 2008, $1.6 million, or 4.1%, higher than the $38.7 million incurred for the same period in 2007. Noninterest expense increased $9.3 million, or 13.7%, for the six months ended June 30, 2008, to $77.1 million, compared to $67.8 million for the six months ended June 30, 2007. The following table illustrates the changes in each significant component of noninterest expense.


	Three Months Ended						Six Months Ended
	June 30,				Percent Increase (Decrease)		June 30,				Percent Increase (Decrease)
(dollars in thousands)	2008		2007		Percent Increase (Decrease)		2008		2007		Percent Increase (Decrease)
Salaries and employee benefits	$	22,393	$	21,873	2.4	%	$	43,311	$	39,370	10.0	%
Occupancy and equipment		5,617		5,272	6.6			10,948		9,218	18.8
Franchise and shares tax		625		602	3.8			1,236		1,180	4.7
Communication and delivery		1,515		1,674	(9.5	)		3,202		2,830	13.1
Marketing and business development		764		930	(17.8	)		1,623		1,495	8.6
Data processing		1,669		1,499	11.3			3,092		2,677	15.5
Printing, stationery and supplies		505		682	(26.0	)		1,005		1,093	(8.1	)
Amortization of acquisition intangibles		575		673	(14.6	)		1,150		1,209	(4.9	)
Professional services		1,172		1,148	2.1			2,283		1,914	19.3
Other expenses		5,447		4,339	25.5			9,229		6,803	35.7

Total noninterest expense	$	40,282	$	38,692	4.1	%	$	77,079	$	67,789	13.7	%

Salaries and employee benefits increased $0.5 million for the second quarter and $3.9 million for the first six months of 2008 primarily due to the acquisitions and higher mortgage-related commissions.

Occupancy and equipment expense increased $0.3 million for the second quarter and $1.7 million for the first six months of 2008 due primarily to the facilities costs associated with new branches at Pulaski Bank, as well as an increase in rent expense in the current year from additional LTC locations and renewals of current property rentals.

Communication and delivery charges and data processing expenses both increased $0.2 million and $0.4 million in 2008 compared to the same three and six-month periods in 2007. These increases are primarily a result of merger- related expenses from the ANB acquisition. The FDIC charged the Company deposit processing fees at ANB throughout the second quarter of 2008 from the acquisition date to settlement.

Marketing and business development expenses decreased $0.2 million in the current year as a result of a higher level of customer notifications, advertisements and direct mailing expenses from the PIC and Pocahontas acquisitions in 2007.

Professional services expense was $0.4 million higher for the current six month period compared to the same period last year, as the Company incurred additional legal, audit, and consulting expenses as a result of the acquisitions and the increased size and complexity of the Company.

Other noninterest expenses increased $1.1 million in the second quarter and $2.4 million for the first six months of 2008 as a result of the growth of the Company, primarily through the ANB acquisition. Bank service charges, credit card expenses, and ATM/debit card expenses all reflect the additional locations and volume of activity resulting from the growth of the IBERIABANK and Pulaski Bank franchises, as well as expenses incurred by United and AAT. Other expenses also include FDIC deposit insurance premiums. The increase in FDIC premiums in the current year is due to a larger deposit base from the ANB transaction and the Company’s deposit campaign.

Income Tax Expense – Income tax expense decreased $0.5 million, or 12.4%, for the three months ended June 30, 2008 to $3.8 million, compared to $4.3 million for the three months ended June 30, 2007. For the six months ended June 30, 2008, income tax expense increased $2.5 million, or 33.6%, to $10.0 million, compared to $7.5 million for the six months ended June 30, 2007. The fluctuations from prior periods correspond to the changes in income for the similar periods.

The effective tax rates for the three months ended June 30, 2008 and 2007 were 28.6% and 30.3% respectively. The effective tax rates for the six months ended June 30, 2008 and 2007 were 30.6% and 28.2%, respectively. The difference in the effective tax rates for the periods presented is a result of the relative tax-exempt interest income levels during the respective periods.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities. The Company manages its liquidity with the objective of maintaining sufficient funds to respond to the needs of depositors and borrowers and to take advantage of earnings enhancement opportunities. The primary sources of funds for the Company are deposits, borrowings, repayments and maturities of loans and investment securities, securities sold under agreements to repurchase, as well as funds provided from operations. Certificates of deposit scheduled to mature in one year or less at June 30, 2008 totaled $1.3 billion. Based on past experience, management believes that a significant portion of maturing deposits will remain with the Company, including those obtained through acquisitions. Additionally, the majority of the investment securities portfolio is classified by the Company as available-for-sale, which provides the ability to liquidate securities as needed. Due to the relatively short planned duration of the investment security portfolio, the Company continues to experience significant cash flows on a normal basis.

The following table summarizes the Company’s cash flows for the periods indicated.


(dollars in thousands)	Six Months Ended June 30, 2008			Six Months Ended June 30, 2007
Cash flow provided by (used in) operations	$	33,253		$	6,493
Cash flow used in investing		(75,703	)		(194,104	)
Cash flow provided by financing		159,191			246,157

Net increase in cash and cash equivalents cash flow	$	116,741		$	58,546

The Company had operating cash flow of $33.3 million during the first six months of 2008, $26.8 million higher than in the same period of 2007. The increase was primarily due to higher sales in the Company’s loans held for sale portfolio. Net fundings of held for sale decreased $24.6 million in 2008, as sales volume has increased during the current six months. The Company also recorded higher net income and non-cash expenses, including its provision for loan losses, during 2008.

Cash used in investing activities decreased $118.4 million during the first six months of 2008 compared to the same period in 2007 primarily due to cash inflows from the ANB acquisition and the sale of credit card receivables, resulting in proceeds of $37.4 million. Use of funds to purchase investment securities accounted for the majority of cash outflows during the first six months of 2008.

Net financing cash flows decreased $87.0 million from the first six months of 2007 to the six months of 2008, primarily due to an increase in deposits of $367.8 million. The deposits provided funds the Company used to repay short-term borrowings. The Company was able to pay down short-term borrowings by $314.7 million during 2008. Additional financing cash inflow came in the form of long-term borrowings, as the Company extended some of its borrowing to take advantage of lower interest rates.

While scheduled cash flows from the amortization and maturities of loans and securities are relatively predictable sources of funds, deposit flows and prepayments of loans and investment securities are greatly influenced by general interest rates, economic conditions and competition. The FHLB of Dallas provides an additional source of liquidity to make funds available for general requirements and also to assist with the variability of less predictable funding sources. At June 30, 2008, the Company had $444.7 million of outstanding advances from the FHLB of Dallas. Additional advances available from the FHLB at June 30, 2008 were $745.5 million. The Company and IBERIABANK also have various funding arrangements with commercial banks providing up to $170 million in the form of federal funds and other lines of credit. At June 30, 2008, the Company had $7.0 million outstanding on these lines and all of the remaining funding was available to the Company.

Liquidity management is both a daily and long-term function of business management. Excess liquidity is generally invested in short-term investments such as overnight deposits. On a longer-term basis, the Company maintains a strategy of investing in various lending and investment security products. The Company uses its sources of funds primarily to meet its ongoing commitments and fund loan commitments. At June 30, 2008, the total approved unfunded loan commitments outstanding amounted to $152.8 million. At the same time, commitments under unused lines of credit, including credit card lines, amounted to $707.2 million. The Company has been able to generate sufficient cash through its deposits and borrowings and anticipates it will continue to have sufficient funds to meet its liquidity requirements.

At June 30, 2008, the Company and the banks had regulatory capital that was in excess of regulatory requirements. The following table details the Company’s actual levels and current requirements as of June 30, 2008.


	Actual Capital				Required Capital
(dollars in thousands)	Amount		Percent		Amount		Percent
Tier 1 Leverage	$	358,922	7.25	%	$	197,797	4.00	%
Tier 1 Risk-Based	$	358,922	9.34	%	$	153,512	4.00	%
Total Risk-Based	$	398,675	10.37	%	$	307,023	8.00	%

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and qualitative disclosures about market risk are presented at December 31, 2007 in Item 7A of the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 17, 2008. Additional information at June 30, 2008 is included herein under Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Item 4.

Controls and Procedures

An evaluation of the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2008, was carried out under the supervision, and with the participation of, the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”).

Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to the Company’s management, including the CEO and the CFO, as appropriate, to allow timely decisions regarding required disclosures. Disclosure controls include review of internal controls that are designed to provide reasonable assurance that transactions are properly authorized, assets are safeguarded against unauthorized or improper use and transactions are properly recorded and reported. There was no significant change in the Company’s internal controls over financial reporting during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the internal control over financial reporting.

Any control system, no matter how well conceived and operated, can provide only reasonable assurance that its objectives are achieved. The design of a control system inherently has limitations, including the controls’ cost relative to their benefits. Additionally, controls can be circumvented. No cost-effective control system can provide absolute assurance that all control issues and instances of fraud, if any, will be detected.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

Not Applicable

Item 1A.

Risk Factors

There have been no material changes in the risk factors disclosed by the Company in its Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 17, 2008.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Information regarding purchases of equity securities is included herein under Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Item 3.

Defaults Upon Senior Securities

Not Applicable.

Item 4.

Submission of Matters to a Vote of Security Holders

See Part II, Item 4 of the Company’s Quarterly Report on Form 10-Q for the period ended March 31, 2008, which is incorporated herein by reference.

Item 5.

Other Information

Effective June 19, 2008, the Compensation Committee awarded 825 shares of the restricted common stock to each of the Company’s non-employee directors. The awards will vest at the rate of one-third (33-1/3%) upon each of the three anniversaries of the annual meeting of the Company’s shareholders following the date of the awards and are subject to other terms and conditions of the restricted stock award agreement, attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 6.

Exhibits


		Exhibit No. 4.1		Subordinated Capital Note, Series 2008-1, dated July 21, 2008, issued and sold by IBERIABANK to SunTrust Bank.

		Exhibit No. 10.1		Restricted Stock Agreements under the IBERIABANK Corporation 2008 Stock Incentive Plan (“2008 Plan”).



		Exhibit No. 10.2		Stock Option Agreement under the 2008 Plan.

		Exhibit No. 10.3		Subordinated Capital Note Purchase/Loan Agreement dated as of July 21, 2008, by and between IBERIABANK and SunTrust Bank.

		Exhibit No. 31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

		Exhibit No. 31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

		Exhibit No. 32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

		Exhibit No. 32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	IBERIABANK Corporation

Date: August 11, 2008	By:	/s/ Daryl G. Byrd
		Daryl G. Byrd
		President and Chief Executive Officer

Date: August 11, 2008	By:	/s/ Anthony J. Restel
		Anthony J. Restel
		Senior Executive Vice President and Chief Financial Officer

Exhibit 4.1

THIS NOTE IS NOT A DEPOSIT AND IS NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY GOVERNMENT AGENCY.

THIS NOTE IS UNSECURED, AND IS JUNIOR AND SUBORDINATE IN RIGHT OF PAYMENT TO ALL SENIOR DEBT OF THE COMPANY, WHETHER NOW EXISTING OR HEREAFTER CREATED, WHICH SENIOR DEBT INCLUDES ALL INDEBTEDNESS OWED BY THE COMPANY TO ITS SECURED CREDITORS, ITS GENERAL CREDITORS AND DEPOSITORS. THIS NOTE IS INELIGIBLE AS COLLATERAL FOR ANY LOAN OR EXTENSION OF CREDIT BY THE COMPANY OR ITS SUBSIDIARIES. ANY HOLDER THAT IS A DEPOSITORY INSTITUTION WAIVES ALL RIGHTS OF SETOFF IT MAY HAVE AGAINST THE COMPANY UNDER THIS NOTE.

THIS NOTE (OR ITS PREDECESSOR) IS EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND IS BEING ISSUED IN A TRANSACTION NOT SUBJECT TO REGISTRATION UNDER THE SECURITIES ACT OR THE SECURITIES OR BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION. ACCORDINGLY, THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND HAS NOT BEEN REGISTERED OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES OR BLUE SKY LAWS.

IBERIABANK

SUBORDINATED CAPITAL NOTE

SERIES 2008-1


U.S. $25,000,000.00		No.-001-

FOR VALUE RECEIVED, IBERIABANK, a Louisiana bank (the “ Company ”), hereby makes and delivers this note as of July 21, 2008 and promises to pay to SunTrust Bank (“ SunTrust ”) at its offices at 303 Peachtree Street, Atlanta, GA 30308 or to any Holder or Holders at any other place as SunTrust or such other Holders may from time to time designate

the principal amount of TWENTY FIVE MILLION DOLLARS ($25,000,000) on September 30, 2015 (the “ Maturity Date ”) and to pay interest thereon in arrears on each of March 31, June 30, September 30, and December 31 of each year, including the Maturity Date, or if any such day is not a Business Day, on the next succeeding Business Day (each, an “ Interest Payment Date , beginning on September 30, 2008), as provided below.

1. Interest .

(a) The Interest Rate for the initial interest period from the date of original issuance (as of July 21, 2008) to September 30, 2008 shall be 5.79063% per annum. Thereafter, interest on the outstanding principal amount of this Note and any successor Note or Notes (the “ Notes ”) at the rate equal to three-month LIBOR, as in effect for each Interest Reset Period, plus 3.00% per annum from September 30, 2008 until the Maturity Date. Interest will be computed and paid on the basis of a 360-day year and the actual number of days elapsed in the relevant interest period. Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance. Interest shall also be due and payable when these Notes shall become due and payable (whether at maturity or otherwise). The Company shall pay interest on overdue principal and premium, if any, and interest to the extent all obligations of the Borrower hereunder are not paid in full at maturity of this Note, to the extent lawful and then permitted by Federal Reserve rules then applicable to subordinated capital notes includible within Tier 2 capital, at a rate per annum equal to the Interest Rate applicable from time to time plus 3.00% per annum (“ Default Interest ”). All Default Interest shall be payable on demand. For purposes of payment of interest by the Company, three-month LIBOR in respect of each Interest Payment Date shall be determined by the SunTrust.

(b) The “ LIBOR Determination Date ” is the second London business day prior to the “ Interest Reset Date ”, which shall be the same date as each interest payment date. On each LIBOR Determination Date, SunTrust, as calculation agent hereunder (“ Calculation Agent ”), will determine LIBOR for the period (the “ Interest Reset Period ”) beginning on such Interest Reset Date through the day immediately preceding the next succeeding Interest Reset Date, as follows: SunTrust, as Calculation Agent, will determine the offered rates for three-month U.S. Dollar deposits in the London interbank deposit market, commencing on such Interest Reset Date, which are specified on Reuters Screen LIBOR01 Page (or any successor page), or such similar service as determined by the Bank that displays British Bankers’ Association interest settlement rates for deposits in U.S. Dollars, as of 11:00 A.M. (London, England time) two (2) London business days prior to the Original Issue Date and each Interest Reset Date; provided, that if no such offered rate appears on such page, the rate used will be the per annum rate of interest determined by SunTrust, as Calculation Agent, to be the rate at which deposits in U.S. Dollars for a three-month period are offered to SunTrust in the London interbank deposit market as of 10:00 A.M. (Atlanta, Georgia time), on the day which is 2 Business Days prior to each Interest Reset Date. If Reuters Screen LIBOR01 is replaced by another page, or if the Reuters service is replaced by a successor service, then LIBOR means the replacement page or service selected by SunTrust to display the London interbank offered rates of major banks.

Rates quoted must be based on a principal amount of at least U.S. $1,000,000. If fewer than three New York City banks selected by SunTrust are quoting rates, LIBOR for such Interest Reset Period will be determined as of the last Business Day preceding the Interest Determination Date on which three-month LIBOR can be determined from the Reuters Screen LIBOR01 Page.

- 2 -

The foregoing provisions of Section 1 notwithstanding, and regardless of whether SunTrust is a Holder of any of the Notes and prior to any Interest Reset Date, SunTrust, as Calculation Agent, shall have determined (which determination shall be conclusive and binding upon the Company) that (a) by reason of circumstances affecting the relevant London interbank deposit market, adequate means do not exist for ascertaining LIBOR, or (b) LIBOR does not adequately and fairly reflect the cost to SunTrust of maintaining the funding for the Notes, SunTrust, as Calculation Agent, shall give written notice (or telephonic or facsimile notice, promptly confirmed in writing) to the Company and the other Holders of Notes, if any, as soon as practicable thereafter. Until SunTrust notifies the Borrower that the circumstances giving rise to such notice no longer exist, interest on the Subordinated Term Loan shall be calculated at the Base Rate, as in effect from time to time, plus 1.30% per annum.

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, SunTrust hereunder, including the full principal amount of the Note and any accrued but unpaid interest and Default Interest, if any; or

(ii) impose on SunTrust or the eurodollar interbank market any other condition affecting this Note and the result of the foregoing is to increase the cost to SunTrust of maintaining the full amount provided to the Company hereunder or to reduce the amount received or receivable by SunTrust hereunder (whether of principal, interest or any other amount), then the Company shall promptly pay, upon written notice from and demand by SunTrust, for and on behalf of itself and any other Holder, within 5 Business Days after the date of such notice and demand, such additional amount or amounts sufficient to compensate the Lender for such additional costs incurred or reduction suffered.

If SunTrust, as a Holder or as Calculation Agent, shall have determined that on or after the date of this Agreement any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on SunTrust’s capital (or on the capital of any parent company of SunTrust) as a consequence of its obligations hereunder to a level below that which SunTrust or any SunTrust parent company corporation could have achieved but for such Change in Law (taking into consideration the policies of SunTrust and its parent companies with respect to capital adequacy) then, from time to time, within 5 Business Days after receipt by the Borrower of written demand by the Lender, the Company shall pay to SunTrust and the other Holders, if any, such additional amounts as will compensate SunTrust for any such reduction suffered.

A certificate of the Lender setting forth the amount or amounts necessary to compensate SunTrust shall be delivered to the Borrower and shall be conclusive, absent manifest error. The Borrower shall pay the Lender such amount or amounts within 10 days. Any failure or delay on the part of the SunTrust to demand compensation pursuant to this Section shall not constitute a

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waiver of SunTrust’s right to receive, and the Company’s obligation hereunder to pay, such compensation. Any additional compensation due hereunder as a result of this Section shall be paid to SunTrust and to any other Holder of Notes pro rata to the principal amount of Notes held by each of them

(d) In no event shall the amount of interest due or payable hereunder exceed the maximum rate of interest allowed by applicable law, and in the event any such payment is inadvertently paid by the Company or inadvertently received by the Holder, then the Holder promptly upon such determination shall return such excess sum. It is the express intent hereof that the Company not pay and the Holder not receive, directly or indirectly, in any manner whatsoever, interest in excess of that which may be lawfully paid by the Company under applicable law.

2. Method of Payment . The Company will pay interest on the Notes, except as to Default Interest, to SunTrust and any other Holders, at the close of business on the day immediately preceding the Interest Payment Date, even if such Notes are canceled after the related Record Date and on or before such Interest Payment Date, and as provided herein with respect to Default Interest. The Notes will be payable as to principal, premium, and interest, if any, by wire transfer of immediately available funds with respect to principal of, and premium and interest, if any, on all Notes the Holders of which have $5,000,000 or more principal amount of such Notes and who have provided appropriate wire transfer instructions to the Company. Such payment shall be in such lawful coin and currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments on this Note shall be applied first to accrued interest and the balance, if any, to principal. The Company’s obligations to pay the principal of, and interest (including Default Interest) on, this Note shall be evidenced by this Note and the records of SunTrust. The calculations of the interest rate and entries made in such records shall be prima facie evidence of the existence and amounts of the obligations of, and payments by, the Company therein recorded; provided, that the failure or delay of SunTrust in maintaining or making such records or any error therein shall not in any manner affect the obligation of the Borrower to pay the principal of, and interest (including Default Interest) in accordance with the terms of this Note.

3. Form and Dating . The Notes may have notations, legends or endorsements required by law and agreements to which the Company is subject or usage. The Notes shall be issued initially in minimum denominations of $250,000 and integral multiples thereof, and may be transferred only in minimum denominations of $250,000 and integral multiples thereof.

4. Redemption . The Company shall have the option, but not the obligation, to redeem the Notes in full, or in part in multiples of not less than $1,000,000, on any Interest Payment Date upon not less than 30 days’ prior notice to SunTrust and the other Holders at any time prior to September 30, 2015, subject to prior Federal Reserve or any approval required by its then applicable regulators, if such approval is then required.

5. Persons Deemed Owners . The registered Holder of a Note may be treated as its owner for all purposes. The Notes or any interest therein may be assigned or otherwise transferred by the registered Holder(s) thereof; provided , any such transfer shall be made in a manner that does not require the Company to register the Notes under the Securities Act or any

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applicable state securities or blue sky laws. The Company shall record any assignment or transfer of the Notes promptly upon direction of such transfer, and confirmation from, a registered Holder of compliance herewith.

6. Amendment, Supplement and Waiver . Subject to certain exceptions, the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and any existing Default or Event of Default (other than a Default or Event of Default in the payment of the principal of, premium, if any, or interest, if any, on the Notes, except a payment default resulting from an acceleration that has been rescinded) or compliance with any provision of the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including consents obtained in connection with a purchase of or tender offer or exchange for Notes). Without the consent of any Holder of a Note, the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company’s obligations to the Holders of the Notes in the case of a merger, consolidation or sale of all or substantially all of the assets of the Company, or to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Notes of any such Holder.

7. Subordination .

(a) This Note is unsecured, and is junior and subordinate in right of payment to all Senior Debt of the Company, whether now existing or hereafter created, which Senior Debt includes all indebtedness owed by the Company to its secured creditors, its general creditors and depositors.

(b) Upon or in the event of any distribution to creditors of the Company (i) in a total or partial liquidation or dissolution of the Company; (ii) in a bankruptcy, reorganization, insolvency, receivership, conservatorship or similar proceeding relating to the Company or its property; (iii) in an assignment for the benefit of creditors of the Company; or (iv) in any marshalling of the Company’s assets and liabilities:

(i) holders of Senior Debt shall be entitled to receive payment in full in cash of all Obligations due or to become due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rates specified in the applicable Senior Debt) before the Holders of Notes shall be entitled to receive any payment or distribution with respect to the Notes or on account of any Claim; and

(ii) until all Obligations with respect to Senior Debt (as provided in the immediately preceding paragraph (i)) are paid in full in cash, any payment or distribution (including any payment or distribution that may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes) to which the Holders of Notes would be entitled but for this Section 7 shall be made to holders of Senior Debt; except that, in either case, Holders of Notes may receive payments and other distributions made from any fund held in trust for the benefit of Holders of the Notes.

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(c) The Company may not make any payment or distribution (including any payment or distribution that may be payable or deliverable by reason of the payment of any other Indebtedness of the Company being subordinated to the payment of the Notes) to any Holder of Notes in respect of Obligations or Claims with respect to the Notes and may not acquire from any Holder of Notes any Notes for cash or property (except that Holders of Notes may receive payments and other distributions made from any funds held in trust for the benefit of Holders of the Notes), until all principal, interest and other Obligations with respect to the Senior Debt have been paid in full in cash if:

(i) a default occurs in the payment when due of the principal of, interest on, or any other Obligation with respect to, any Senior Debt;

(ii) a default, other than a payment default, occurs and is continuing with respect to any Senior Debt that permits the holders of Senior Debt as to which such default relates to accelerate its maturity and the Company receives a notice of such default (a “ Payment Blockage Notice ”) from the Representative of any Senior Debt.

The Company may and shall, upon any required approval by the Federal Reserve or its then applicable regulators, if any, resume payments on, and distributions in respect of, the Notes and may acquire them upon:

(x) in the case of a default referred to in Section 7(c)(i), hereof, the date on which such default is cured or waived in accordance with the terms of such Senior Debt; or

(y) in the case of a default referred to in Section 7(c)(ii) hereof, the earlier of (1) the date on which such default is cured or waived in accordance with the terms of such Senior Debt, or (2) 179 days after the date on which the applicable Payment Blockage Notice is received by the Holders, unless the maturity of any Senior Debt has been accelerated.

If the Holders receive any such Payment Blockage Notice, no new Payment Blockage Notice shall be delivered pursuant to this Section 7 unless and until:

(i) 360 days shall have elapsed since the effectiveness of the immediately prior Payment Blockage Notice; and

(ii) all scheduled payments of principal of, premium, if any, and interest on the Notes that have come due have been paid in full in cash.

Further, no nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Holders shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days.

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(d) If payment of the Notes is accelerated because of the occurrence of an Event of Default, then the Company shall cooperate to promptly notify each Representative, or if there is no Representative, each Holder of Senior Debt of the acceleration; provided, however, that so long as any Senior Debt is outstanding, any such acceleration shall not become effective, and the Company shall not make, and the Holders of Notes may not accept or receive, any payment with respect to the Notes until the day which is five Business Days after the receipt by Representatives of Senior Debt of written notice of acceleration. Thereafter, the Company may make payments with respect to the Note in accordance with the terms of this Note.

(e) In the event that any Holder of Notes receives any payment or distribution with respect to the Notes at a time when such Holder, as applicable, has actual knowledge that such payment or distribution is prohibited by Section 7 hereof, such payment or distribution shall be held by such Holder, in trust for the benefit of, and shall be segregated from other funds and property of such Holder of Notes and be paid forthwith over and delivered in the same form as received (with any necessary endorsement), upon written request, to, the trustee of the Senior Debt or the related Holders or their Representatives, as their respective interests may appear, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt.

(f) With respect to the holders of Senior Debt, the Holders (and each Trustee or Representative, if any, on behalf of such Holders) undertake to perform only such obligations on the part of the Holders as are specifically set forth in this Section 7, and no implied covenants or obligations with respect to the holders of Senior Debt shall be construed or implied into this Note against the Holders of Notes. The Holders of Notes shall not be deemed to owe any fiduciary or other duty to the holders of Senior Debt, and shall not be liable to any such holders for any payment or distribution to or on behalf of Holders of Notes or the Company or any other Person money or assets to which any holders of Senior Debt shall be entitled by virtue of this Section 7, except if such payment is made as a result of the willful misconduct or gross negligence of the Holder.

(g) The Company shall promptly notify the Holders of any facts known to an Officer of the Company that would cause a payment of any Obligations with respect to the Notes or of any Claim to violate this Section 7, but failure to give such notice shall not affect the subordination of the Notes and all Claims of the Senior Debt as provided in Section 7.

(h) After all Senior Debt is paid in full in cash and until the Notes are paid in full in cash, Holders of Notes shall be subrogated (equally and ratably with all other Indebtedness that is pari passu with the Notes) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holders of Notes have been applied to the payment of Senior Debt. A distribution made under this Section 9 to holders of Senior Debt that otherwise would have been made to Holders of Notes is not, as between the Company and Holders of Notes, a payment by the Company on the Notes.

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(i) This Section 7 defines the relative rights of Holders of the Notes and holders of Senior Debt. Nothing in this Note shall:

(i) impair, as between the Company and Holders of Notes, the obligation of the Company, which is absolute and unconditional, to pay principal of, premium and interest, including Default Interest, if any, on the Notes in accordance with their terms;

(ii) affect the relative rights of Holders of Notes and creditors of the Company other than their rights in relation to holders of Senior Debt; or

(iii) prevent any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Notes.

(j) Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representatives. Upon any payment or distribution of assets of the Company referred to in this Section 7, the Holders of Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of the liquidating trustee or agent or other Person making any distribution to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Section 7.

8. Certain Covenants . The Company covenants and agrees with the Holders that:

(a) The Company will not declare, pay or make any dividends or distributions on or in respect of, and will not authorize or call, redeem, repurchase or retire, any Company or Subsidiary securities or indebtedness ranking pari passu or junior to the Notes, including any Company junior subordinated debt, capital stock and equity securities, at any time when an Event of Default exists and is continuing hereunder or under the Note Purchase/Loan Agreement or where such action would result in such an Event of Default

(b) The Company may, without the prior written consent of the Holders, enter into agreements with respect to and consummate any mergers, consolidations, sales, leases or transfers of all or substantially all its business or assets, or any spin-off, split-off or restructuring, provided that, if the Company is not the surviving entity in the transaction, the successor entity is a corporation or other entity that is a bank or savings association that is an Insured Depository Institution organized under the laws of the United States or any state thereof or the District of Columbia, and which expressly assumes by supplemental written instrument the due and punctual payment of the principal and interest and other additional amounts on this Note, and the due and punctual performance and observance of all the covenants and conditions contained herein and in each of the Company’s indentures, indebtedness and loan agreements; and provided further, that immediately after giving effect to the transaction, there is no event of default under the other indentures, indebtedness and loan agreements of the Company or an Event of Default hereunder and no event, which, after notice or the lapse of time or both, would become an event of default under the other indentures, indebtedness and loan agreements, or an Event of Default hereunder. Notwithstanding any other provisions of this Note, it is expressly understood and agreed that any receiver or conservator of the Company shall have the right in the performance of its legal duties, and as part of liquidation designed to protect or further the

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continued existence of the Company or the rights of any parties or agencies with an interest in, or claim against, the Company or its assets, to transfer or direct the transfer of the obligations of this Note to any bank or bank holding company selected by such official which shall expressly assume the obligation of the due and punctual payment of the unpaid principal, and interest and premium, if any, on the Note and the due and punctual performance of all covenants and conditions hereunder; and the completion of such transfer and assumption shall serve to supersede and void any default, acceleration or subordination which may have occurred, or which may occur due or related to such transaction, plan, transfer or assumption, pursuant to the provisions of this Note, and shall serve to return the Holder to the same position, other than for substitution of the obligor, it would have occupied had no default, acceleration or subordination occurred; except that any interest and principal previously due, other than by reason of acceleration, and not paid shall, in the absence of a contrary agreement by the Holder, be deemed to be immediately due and payable as of the date of such transfer and assumption, together with the interest from its original due date at the rate provided for herein.

(c) The Company will do all things necessary to preserve and keep in full force and effect its legal existence, and all material rights and franchises in full force and effect, except as would not be disadvantageous to the Holders of the Notes, and to maintain its properties in good condition.

(d) Except as would not be disadvantageous to the Holders of the Notes, the Company will pay or discharge or cause to be paid and discharged before they become delinquent, all taxes, assessments and governmental charges levied upon it or any of its Subsidiaries or upon the income, profits or property of any of them; provided that the Company will not be required to pay or discharge or cause to be paid or discharged any tax, assessment, charge or claim the amount applicability or validity of which are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established on the books and records of the Company or its Subsidiaries.

9. Defaults and Remedies . Events of Default include: (i) default which continues for 30 days in the payment when due of interest on the Notes; (ii) default in payment when due of the principal of or premium, if any, on the Notes; (iii) failure by the Company for 30 days after receipt of notice from Holders of at least 25% in principal amount of the then outstanding Notes to comply with any of its other agreements or obligations in the Notes or the related Note Purchase/Loan Agreement with respect to the Notes; and (iv) the bankruptcy, insolvency, receivership or conservatorship with respect to the Company or any subsidiary or group of subsidiaries that, taken together, would constitute a Significant Subsidiary of the Company. The Holders of the Notes may not accelerate the maturity of the Notes upon any Event of Default except in the case of an Event of Default arising as the result of the bankruptcy, insolvency, receivership, conservatorship or reorganization of the Company.

10. Miscellaneous .

(a) The transfer of Notes may be registered and Notes may be exchanged on the Company’s books and records. The Company may require a Holder, among other things, to furnish appropriate endorsements and transfer documents, and may require a Holder to pay any transfer taxes and fees required by law. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part.

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(b) All parties now or hereafter liable with respect to this Note, whether the Company, any guarantor, endorser, any Successor or any other Person, hereby waive diligence, presentment for payment, demand, notice of non-payment or dishonor, protest and notice of protest, or any other notice of any kind with respect thereto. No delay or omission on the part of the Holder in the exercise of any right or remedy hereunder or under the related Note Purchase/Loan Agreement, or at law or in equity, shall constitute a waiver thereof in that or any subsequent instance, and no single or partial exercise by the Holder of any right or remedy hereunder, under the related Note Purchase/Loan Agreement, or at law or in equity, shall preclude or estop another or further exercise thereof or the exercise of any other right or remedy.

(d) This Note is ineligible as collateral for any loan or extension of credit by the Company or its Subsidiaries. Any Holder that is a depository institution waives all rights of setoff it may have against the Company under this Note.

(e) The Company shall pay (i) all out-of-pocket expenses of the Holder, including, without limitation, reasonable fees and charges of counsel actually incurred for the Holder in connection with the preparation, administration and/or enforcement of this Note, any waiver or consent hereunder or any amendment hereof or any Default or alleged Default hereunder, and (ii) if a Default occurs, all out-of-pocket expenses actually incurred by the Holder, including, without limitation, reasonable fees and charges of counsel actually incurred in connection with such Default and the collection and other enforcement proceedings resulting therefrom.

(f) Any notice or communication by the Company or the Holders to the other is duly given if in writing and delivered in person or mailed by first class mail (registered or certified, return receipt requested), telecopier or overnight air courier guaranteeing next day delivery, to the other’s address:

If to the Company :

IBERIABANK

200 West Congress Street, 12 ^th Floor

Lafayette, Louisiana 70501

Facsimile No.: (504) 310-7322

Attention: Anthony J. Restel

If to the Holder :

SunTrust Bank

303 Peachtree Street

Atlanta, Georgia 30308

Facsimile: No.: (404) 581-1775

Attention: Christopher M. Houck

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Each of the Company and the Holder, by notice to the others, may designate additional or different addresses for subsequent notices or communications. All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the United States mail, postage prepaid, if mailed; when receipt is acknowledged, if telecopied; and the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it.

(g) This Note may not be used to interpret any other indenture, note, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, note, loan or debt agreement may not be used to interpret this Note.

(h) All agreements of the Company in this Note shall bind its successors.

(i) In case any provision in this Note shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Each covenant or obligation set forth herein shall be independent of the others and any waiver or consent to departure with respect to one covenant shall not be deemed or construed to be a waiver or consent to departure with respect to any other covenant.

(j) The Headings and Sections of this Note have been provided for convenience of reference only, are not to be considered a part of this Note and shall in no way modify or restrict any of the terms or provisions hereof.

(k) Nothing in this Note, express or implied, shall give to any Person, other than the Holders, any benefit or any legal or equitable right, remedy or claim under this Note.

(l) Certain defined terms used herein shall have the meanings and interpretations provided in Exhibit 1 hereto and incorporated herein by this reference. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= custodian), and U/G/M/A (= Uniform Gifts to Minors Act).

(m) This Note is the Note referred to in the Note Purchase/Loan Agreement, and is entitled to the benefits of such Note Purchase/Loan Agreement.

(n) THE INTERNAL LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THE NOTES WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES.

[Signature Page Follows]

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IN WITNESS WHEREOF , the party hereto has caused this Note to be duly executed under seal.


IBERIABANK

By
		Name: Anthony J. Restel
		Title: Senior Executive Vice President and Chief Financial Officer

[SEAL]

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ASSIGNMENT FORM

To assign this Note, fill in the form below: ¹

(I) or (we) assign and transfer this Note to

(Insert assignee’s Soc. Sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint __________________________________________________________________ to transfer this Note on the books of the Company. The agent may substitute another to act for him.

Date: ____________________



Your Signature:
(Sign exactly as your name appears on the face of this Note) Signature Guarantee ² :

[Exhibit 1 follows]

¹	Subject to restriction on transfer. See Section 5 of the Note.

²	Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Paying Agent or Trustee, if any).

EXHIBIT 1

Certain Defined Terms and Interpretative Provisions

Defined Terms

“ Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, “ control ,” as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided, however, that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms “ affiliated ,” “ controlling ,” “ controlled by ” and “ under common control with ” shall have correlative meanings.

“ Agent ” means any Registrar, Paying Agent or co-registrar or any successor thereto.

“ Bankruptcy Law ” means Title 11, U.S. Code or any other applicable federal or state bankruptcy, insolvency or similar law for the relief of debtors, and any federal or state law pertaining to the appointment of a receiver, conservator, liquidator, assignee, custodian, trustee or similar official.

“ Base Rate ” means the higher of (i) the per annum rate which SunTrust publicly announces from time to time to be its prime lending rate, as in effect from time to time, and (ii) the Federal Funds Rate, as in effect from time to time, plus one-half of one percent (0.50%). The Lender’s prime lending rate is a reference rate and does not necessarily represent the lowest or best rate charged to customers. The Lender may make commercial loans or other loans at rates of interest at, above or below the Lender’s prime lending rate. Each change in the Lender’s prime lending rate shall be effective from and including the date such change is publicly announced as being effective.

“ Beneficial Owner ” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular “ person ” (as such term is used in Section 13(d)(3) of the Exchange Act), such “ person ” shall be deemed to have beneficial ownership of all securities that such “ person ” has the right to acquire, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition.

“ Board of Directors ” means the board of directors (or other body having similar management functions) or any committee thereof duly authorized to act on behalf of such board. Except as expressly forth herein, any reference to the Board of Directors shall be a reference to the Board of Directors of the Company.

“ Board Resolution ” means, with respect to any Person, a copy of a resolution certified by the Secretary or an Assistant Secretary of such Person to have been duly adopted by the Board of Directors of such Person and to be in full force and effect on the date of such certification, and delivered to the Paying Agent or Trustee (if any).

E-1

“ Business Day ” means any day other than a Legal Holiday, and further, with respect to Notes that bear interest based on LIBOR, any day in which dealings in deposits in U.S. Dollars are transacted in the London interbank market (a “ LIBOR Business Day ”).

“ Capital Lease Obligation ” means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP.

“ Capital Stock ” means:

(i) in the case of a corporation, corporate stock;

(ii) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock;

(iii) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and

(iv) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

“ Claim ” means any claim arising from rescission of the purchase or sale of the Notes, for damages arising from the purchase or sale of the Notes or for reimbursement or contribution on account of such a claim.

“ Closing Date ” means the date of this Note.

“ Currency Agreement ” means in respect of a Person any foreign exchange contract, currency swap agreement, currency spot or futures or options agreements or other similar agreement to which such Person is a party or beneficiary.

“ Default ” means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default.

“ Depositary ” means, with respect to the Notes issuable or issued in whole or in part in global form, DTC as the Depositary with respect to the Notes, until a successor shall have been duly appointed and qualified to become such and, thereafter, “ Depositary ” shall mean or include such successor.

“ DTC ” means The Depository Trust Company, New York, New York.

“ Event of Default ” has the meaning provided in Section 9.

E-2

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and all rules and regulations of the SEC promulgated thereunder.

“ FDIC ” means the Federal Deposit Insurance Corporation and any successor thereto.

“ FDI Act ” means the Federal Deposit Insurance Act and any successor thereto.

“ Federal Reserve ” means the Board of Governors of the Federal Reserve System or its delegee.

“ GAAP ” means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, statements and pronouncements of the Financial Accounting Standards Board, the Public Company Accounting Oversight Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time.

“ Governmental Authority ” means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, self-regulatory authority, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government, including the Federal Reserve, the FDIC and any other federal or state agency charged with the supervision or regulation of depositary institutions or holding companies of depositary institutions (including any trust company subsidiaries whether or not they take deposits), or any court, administrative agency, arbitral authority, self-regulatory authority or commission or other governmental agency, authority or instrumentality having supervisory or regulatory authority.

“ Guarantee ” means a guarantee or other assurance of Indebtedness of another Person, whether as an obligor, guarantor or otherwise, other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, and in any manner including, by way of a pledge of assets or other security or collateral or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness.

“ Hedging Obligations ” means, with respect to any Person, the obligations of such Person under Currency Agreements and Interest Rate Agreements.

“ Holder ,” “ Noteholder ” and “ Holder of Note ” mean a Person in whose name a Note is registered.

“ incur ” shall mean, with respect to any Indebtedness or other Obligation, to directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to such Indebtedness or other Obligation.

“ Indebtedness ” means, with respect to any specified Person, any Obligations of such Person in respect of:

(i) borrowed money;

E-3

(ii) debt securities, bonds, notes, debentures or similar instruments, letters of credit, securities purchase facilities and reimbursement agreements in respect thereof;

(iii) banker’s acceptances;

(iv) Capital Lease Obligations;

(v) the deferred and unpaid balance of the purchase price of any property, all obligations of that Person under any conditional sale or title retention agreement, except any such balance that constitutes an accrued expense or trade payable; or

(vi) any Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term “ Indebtedness ” includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by such Person of any Indebtedness of any other Person. The incurrence of Indebtedness Guaranteed by the specified Person shall, for purposes of this Note, be the incurrence of Indebtedness by such specified Person.

The amount of any Indebtedness outstanding as of any date shall be:

(i) the accreted value thereof, in the case of any Indebtedness issued with original issue discount;

(ii) the principal amount thereof, together with any accrued but unpaid interest thereon, in the case of any other Indebtedness, and premium, if any; and

(iii) the amount of Indebtedness of such specified Person arising by reason of a Guarantee of Indebtedness.

“ Interest Rate Agreement ” means in respect of a Person any interest rate swap agreement, interest rate cap agreement, interest rate floor agreement, interest rate futures or option contracts, or other financial agreement or arrangement designed to protect such Person against fluctuations in interest rates.

“ Issue Date ,” with respect to any Notes, means the date on which such Notes are originally issued.

“ Junior Subordinated Debt ” means the Company’s Trust Preferred Securities and the related Guarantees and Junior Subordinated Debentures, any Indebtedness that is subordinate to or on a parity with any of the foregoing Indebtedness, and any Indebtedness that is by its terms subordinate to the Indebtedness incurred under this Note.

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“ Law ” means any law, rule, regulation or published interpretation by any Governmental Authority, or order, guideline, directive, or request made by a Governmental Authority to SunTrust or to any SunTrust or parent company.

“ Legal Holiday ” means a Saturday, a Sunday or a day on which banking institutions in the City of New York or Atlanta, Georgia are authorized or obligated by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday.

“ Lien ” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in such asset, and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

“ Note Purchase/Loan Agreement ” means each of (i) the Note Agreement, dated as of July 21, 2008, by and between the Company and SunTrust, and (ii) any other similar agreement relating to Additional Notes, as each may be amended, modified, or supplemented from time to time.

“ Obligations ” means any obligation, direct or indirect, contingent or non-contingent, matured or unmatured, to pay principal, interest, penalties, fees, indemnifications, reimbursements, damages, accounts payable and other liabilities of any kind whatsoever, including any guarantee by the Company for the repayment of Indebtedness, whether or not evidenced by bonds, debentures, notes or other written instruments, and any deferred obligation for the payment of the purchase price of property or assets.

“ Officer ” means, with respect to any Person, the Chief Executive Officer, the President, the Chief Financial Officer, any Vice President whose principal duties relate to financial matters, the Treasurer or the Secretary of such Person.

“ Officers’ Certificate ” means a certificate signed on behalf of a Person by the principal executive officer, the principal financial officer or the principal accounting officer of such Person.

“ Payment Blockage Notice ” has the meaning ascribed in Section 7 of this Note.

“ Person ” means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, limited liability company, unincorporated organization or government or agency or political subdivision thereof (including any subdivision or ongoing business of any such entity or substantially all of the assets of any such entity, subdivision or business).

“ Representative ” means the indenture trustee or other trustee, agent or representative in respect of any Indebtedness; provided, however, that if, and for so long as, any Indebtedness lacks such a representative, then the Representative for such Indebtedness shall at all times constitute the holders of a majority in outstanding principal amount of such Indebtedness in respect of any Indebtedness.

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“ SEC ” means the United States Securities and Exchange Commission (or any successor federal regulatory body having similar jurisdiction).

“ Securities Act ” means the Securities Act of 1933, as amended, and all rules and regulations of the SEC promulgated thereunder.

“ Senior Debt ” means

(i) any of the Company’s Indebtedness that, by its terms, is senior, or has a higher priority, in right of payment to the Notes,

(ii) any of the Company’s Indebtedness or other Obligations with respect to Hedging Obligations and commodity contracts,

(iii) any guarantees, endorsements (other than by endorsement of negotiable instruments for collection in the ordinary course of business) or other similar Obligations in respect of Obligations of others of a type described in clauses (i), (ii) and (iii), whether or not such Obligation is classified as a liability on the balance sheet prepared in accordance with GAAP, and

(iv) Obligations owed to general creditors, including obligations to the Federal Reserve Bank, FDIC, and any rights acquired by the FDIC as a result of loans made by the FDIC to the Company or the purchase or guarantee of any of its assets by the FDIC pursuant to the provisions of 12 U.S.C. § 1823(c), (d) or (e), whether now outstanding or hereafter incurred, and obligations owed to depositors of the Company,

in each case whether outstanding on the date of execution of this Note or thereafter incurred, other than Subordinated Debt and Junior Subordinated Debt, including the Company’s Trust Preferred Securities Guarantees and the related Junior Subordinated Debentures.

“ Significant Subsidiary ” means any Subsidiary that would be a “significant subsidiary” as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation was in effect on the Closing Date.

“ Stated Maturity ” means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

“ Subordinated Debt ” means any Debt of the Company (whether outstanding on the Closing Date or thereafter incurred) that is subordinate or junior in right of payment to all Senior Debt pursuant to a written agreement to that effect.

“ Subsidiary ” means, with respect to any Person:

(i) any corporation, association or other business entity of which more than 50% of the Voting Stock is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and

E-6

(ii) any partnership (A) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person, or (B) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

“ Trustee ” means the party, if any, named as such, to hold payments on the Notes during the continuance of a Default.

“ Trust Preferred Securities Guarantees ” shall mean the guarantees issued by the Company in connection with any trust preferred securities issued by an Affiliate to purchase Junior Subordinated Debt issued by the Company and any Guarantee now or hereafter entered into by the Company in respect of any preferred or preference stock that is by its terms subordinated to or on a parity with the Junior Subordinated Debt.

“ Voting Stock ” of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person.

“ Wholly Owned Subsidiary ” of any Person means a Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors’ qualifying shares) shall at the time be owned by such Person and/or by one or more Wholly Owned Subsidiaries of such Person.

Interpretative Provisions

Unless the context otherwise requires, for purposes of this Note:

(i) a term has the meaning assigned to it;

(ii) an accounting term not otherwise defined has the meaning assigned to it in accordance with GAAP;

(iii) “ or ” is not exclusive;

(iv) words in the singular include the plural, and in the plural include the singular and any reference to gender includes all genders;

(v) provisions apply to successive events and transactions;

(vi) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time;

(vii) the terms “ include ,” “ included ,” and “ including ,” and words of similar meaning, shall be deemed to be without limitation, whether by enumeration or otherwise;

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(viii) in computing periods of time from a specified date to a later specified date, the word “from” means “from and including” and the word “to” means “to but excluding”;

(ix) unless otherwise specified (i) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as it was originally executed or as it may from time to time be amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein);

(x) any reference herein to any Person shall be construed to include such Person’s successors and permitted assigns; and

(xi) the words “hereof”, “herein” and “hereunder” and words of similar import shall be construed to refer to this Note as a whole and not to any particular provision hereof.

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EXHIBIT 10.1

RESTRICTED STOCK AGREEMENT

UNDER THE IBERIABANK CORPORATION

2008 STOCK INCENTIVE PLAN

THIS INCENTIVE AGREEMENT (“Agreement”) is entered into as of , 200 , between IBERIABANK Corporation (“IBKC” or the “Company”) and (the “Award Recipient”).

WHEREAS, under the 2008 Stock Incentive Plan (the “Plan”), the Compensation Committee of the IBKC Board of Directors (the “Committee”) may, among other things, award shares of common stock of IBKC (the “Common Stock”), in the form of restricted stock (“Restricted Stock”) to a key employee or Director of IBKC or one of its subsidiaries (collectively, the “Company”);

NOW, THEREFORE, in consideration of the premises, it is agreed as follows:

1. Conditional Award of Restricted Stock

Pursuant to the terms of the Plan, the Award Recipient is hereby awarded, subject to the other terms, conditions, and restrictions contained herein, shares of Restricted Stock.

2. Award Restrictions

2.1 The shares of Restricted Stock and the right to vote them and to receive dividends thereon may not be sold, assigned, transferred, exchanged, pledged, hypothecated or otherwise encumbered until such time as the shares vest and the restrictions imposed thereon lapse, as provided below.

2.2 The shares of Restricted Stock issued to the Award Recipient shall become vested and nonforfeitable as to one third (33-1/3%) of the shares upon each of the three anniversaries of the annual meeting of the Company’s shareholders following the date of this award; provided that on each vesting date if a fraction of a share would vest, a whole share shall vest in lieu thereof and on the last date the number of shares that vest will be the total number of shares awarded less the total number of shares previously vested; and provided further that on the applicable vesting date the Award Recipient is in the employ of or serving as a member of the Board of IBKC. The period during which the restrictions imposed on the shares of Restricted Stock by the Plan and this Agreement are in effect is referred to herein as the “Restricted Period.” During the Restricted Period, the Award Recipient shall be entitled to all rights of a shareholder of IBKC, including the right to vote such shares of Restricted Stock and to receive dividends thereon.

2.3 All restrictions on the Restricted Stock issued to the Award Recipient shall immediately lapse and the shares shall vest (a) if the Award Recipient dies while he is employed by or serving on the Board of the Company, (b) if the Award Recipient becomes disabled, which means any physical or mental impairment which qualifies the Award Recipient for disability

benefits under the applicable long-term disability plan maintained by the Company or, if no such plan applies, which would qualify such Award Recipient for disability benefits under the Federal Social Security System, or (c) if service on the Board terminates due to ineligibility for re-election to serve on the Board because of having reached the mandatory retirement age. Unless otherwise determined by the Committee, the Award Recipient shall forfeit his or her unvested Restricted Stock upon the termination of his or her service to the Company, for any reason, other than as provided in the foregoing sentence.

3. Stock Certificates

3.1 Certificates representing shares of Restricted Stock shall be registered in the name of the Award Recipient and deposited with IBKC, together with a stock power endorsed in blank by the Award Recipient, substantially in the form attached hereto as Exhibit A . Each such certificate shall bear a legend in substantially the following form:

The transferability of this certificate and the shares of Common Stock represented by it is subject to the terms and conditions (including conditions of forfeiture) contained in the IBERIABANK Corporation 2008 Stock Incentive Plan (the “Plan”) and an agreement between the registered owner and IBERIABANK Corporation thereunder. Copies of the Plan and the agreement are on file and available for inspection at the principal office of IBERIABANK Corporation.

3.2 Upon the lapse of restrictions on any shares of Restricted Stock issued to the Award Recipient, IBKC shall cause a stock certificate without a restrictive legend representing such shares of Restricted Stock to be issued in the name of the Award Recipient or his nominee within 30 days after the end of the Restricted Period. Upon receipt of such stock certificate, the Award Recipient is free to hold or dispose of the shares of Common Stock represented by such certificate subject to applicable securities laws.

4. Dividends

Any dividends paid on the shares of Restricted Stock granted to the Award Recipient shall be paid to the Award Recipient as soon as practicable following the date such dividends are declared and paid to the Company’s shareholders.

5. Withholding Taxes

5.1 IBKC shall have the right to withhold from any payments or stock issuances under the Plan, or to collect as a condition of payment, any taxes required by law to be withheld. By signing this Award Agreement, the Award Participant agrees that he or she is solely responsible for the satisfaction of any taxes that may arise (including taxes arising under Sections 409A or 4999 of the Code) and that IBKC shall not have any obligation whatsoever to pay such taxes.

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5.2 Unless an Award Recipient timely makes the election described in Section 5.3, at the time that all or any portion of the Restricted Stock vests the Award Recipient must deliver to IBKC the amount of income tax withholding required by law. In accordance with the terms of the Plan, the Award Recipient may satisfy the tax withholding obligation by electing (the “Election”) to have IBKC withhold from the Shares the Award Recipient otherwise would receive Shares of Common Stock having a value equal to the minimum amount required to be withheld. The value of the shares to be withheld shall be based on the Fair Market Value of the Common Stock on the date that the amount of tax to be withheld shall be determined (the “Tax Date”). Each Election must be made prior to the Tax Date. The Committee may disapprove of any Election, may suspend or terminate the right to make Elections, or may provide with respect to any Restricted Stock that the right to make Elections shall not apply to such Restricted Stock, except that if the Award Recipient is an Executive Officer or is otherwise subject to Section 16 of the Securities Exchange Act of 1934, the Award Recipient’s right to handle the payment of withholding taxes may not be revoked by the Committee.

5.3 The Award Recipient understands that the Award Recipient (and not the Company) shall be responsible for the Award Recipient’s own tax liability that may arise as a result of the transactions contemplated by this Agreement. The Award Recipient understands that Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), taxes as ordinary income the Fair Market Value of the Restricted Stock as of the date any restrictions on the shares lapse. The Award Recipient understands that the Award Recipient may elect to be taxed at the time the Restricted Stock is granted rather than upon vesting by filing an election under Section 83(b) of the Code with the I.R.S. within thirty days from the date of grant. The form for making this election is available from the Secretary of IBKC upon the request of the Award Recipient.

6. Additional Conditions

Anything in this Agreement to the contrary notwithstanding, if at any time IBKC further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any document) of the shares of Common Stock issued or issuable pursuant hereto is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the issuance of shares of Common Stock pursuant hereto, or the removal or any restrictions imposed on such shares, such shares of Common Stock shall not be issued, in whole or in part, or the restrictions thereon removed, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to IBKC.

7. No Contract of Employment Intended

Nothing in this Agreement shall confer upon the Award Recipient any right to continue in the employment of the Company or to interfere in any way with the right of the Company to terminate the Award Recipient’s employment relationship with the Company at any time.

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8. Binding Effect

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators and successors.

9. Inconsistent Provisions

The shares of Restricted Stock covered hereby are subject to the provisions of the Plan. If any provision of this Agreement conflicts with a provision of the Plan, the Plan provision shall control.

10. Designation of Beneficiary

The Award Recipient may expressly designate a beneficiary to his or her interest (the “Beneficiary”), if any, to this Agreement by completing and executing a designation of beneficiary agreement substantially in the form attached to this Agreement as Exhibit B (the “Designation of Beneficiary”) and delivering an executed copy of the Designation of Beneficiary to IBKC.

11. Notices

Any notice or communication required or permitted by any provision of this Agreement to be given to the Award Recipient shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed to the Award Recipient at the last address that the Company had for the Award Recipient on its records. Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Agreement. Any such notice shall be deemed to be given as of the date such notice is personally delivered or properly mailed.

12. Modifications

This Agreement may be modified or amended at any time, provided that Award Recipient must consent in writing to any modification that adversely alters or impairs any rights or obligations under this Agreement.

13. Headings

Section and other headings contained in this Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Agreement or any provision hereof.

14. Severability

Every provision of this Agreement and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.

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15. Governing Law

The laws of the State of Louisiana shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.

16. Counterparts

This Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

17. Restrictions on Transfer

This Agreement may not be sold, pledged, or otherwise transferred without the prior written consent of the Committee. Notwithstanding the foregoing, the Award Recipient may transfer this Agreement (i) by instrument to an inter vivos or testamentary trust (or other entity) in which each beneficiary is a permissible gift recipient, as such is set forth in subsection (ii) of this Section 17, or (ii) by gift to charitable institutions or by gift or transfer for consideration to any of the following relatives of the Award Recipient (or to an inter vivos trust, testamentary trust or other entity primarily for the benefit of the following relatives of the Participant): any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, domestic partner, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships. Any transferee of the Award Recipient’s rights shall succeed and be subject to all of the terms of this Agreement and the Plan.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.


IBERIABANK CORPORATION

By:
		A duly designated representative of the Company


		Award Recipient


Attest:

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Exhibit A

STOCK POWER

PURSUANT TO

IBERIABANK CORPORATION

2008 STOCK INCENTIVE PLAN

Know all men by these presents that I, (name of Award Recipient), do hereby make, constitute and appoint the members of the Compensation Committee of the IBERIABANK Corporation Board of Directors, or any of the them, as appointed by such Board of Directors from time to time, for my benefit as the recipient of an award under the 2008 Stock Incentive Plan (as evidenced by the attached Agreement dated as of , which is incorporated herein by reference), and in my name, place and stead, my true and lawful attorney-in-fact:

To retain the stock certificates evidencing the Restricted Stock issued to me pursuant to such Agreement until the termination of the applicable Restricted Period and the lapse of restrictions under the terms of such Agreement and, for that purpose, to make, execute and deliver all assignments or other instruments of transfer deemed necessary or appropriate, to give a receipt or receipts for the same and generally to do all lawful acts necessary or appropriate to secure for me the Restricted Stock issued under such Agreement.


Dated:
						Signature of Award Recipient

Exhibit B

IBERIABANK CORPORATION

Designation of Beneficiary

In the event of my death or “Disability” within the meaning of the IBERIABANK Corporation 2008 Stock Incentive Plan (the “ Plan ”), I hereby designate the following person to be my beneficiary for the Award(s) (within the meaning of the Plan) identified below:


Name of Beneficiary:

Address:





Social Security No.:

This beneficiary designation of mine relates to any and all of my rights under the following Award or Awards:

the Award that I received pursuant to an award agreement dated , between me and IBERIABANK Corporation (the “ Company ”).

I understand that this beneficiary designation operates to entitle the above-named beneficiary to succeed, in the event of my death, to any and all of my rights under the Award(s) designated above, and shall be effective from the date this form is delivered to the Company until such date as I revoke this designation. A revocation shall occur only if I deliver to an executive officer of the Company either (i) a written revocation of this designation that is signed by me and notarized, or (ii) a designation of death beneficiary, in the form set forth herein, that is executed and notarized on a later date.


Date:

Your Signature:

Your Name (printed):

EXHIBIT 10.2

STOCK OPTION AGREEMENT

UNDER THE

IBERIABANK CORPORATION

2008 STOCK INCENTIVE PLAN

THIS AGREEMENT entered into as of, between IBERIABANK Corporation (“IBKC” or the “Company”) and (“Optionee”) (the “Agreement”), in accordance with the terms of the IBERIABANK Corporation 2008 Stock Incentive Plan (the “Plan”). Capitalized terms shall have the same meaning as set forth in the Plan, unless the context clearly indicates otherwise.

1. Grant of Option

1.1 IBKC hereby grants to Optionee effective (the “Date of Grant”), the option to purchase up to shares of Common Stock (the “Option”) at an exercise price of $ per share (the “Exercise Price”). ⁽¹⁾ The Option shall vest, become exercisable and expire as provided in Section 2 below.

1.2 The Option is intended to be treated as an incentive stock option (an “ISO”) under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), unless designated herein as a non-qualified stock option (a “Non-ISO”). If the Option is designated as an ISO and is not eligible for such treatment, the ineligible portion shall be treated as a Non-ISO.

2. Time of Exercise

2.1 Subject to the provisions of the Plan and this Agreement, the Optionee shall be entitled to exercise the Option as follows:


Years of Continuous Employment After Date of Grant of Option		Percentage of Total Shares Of Common Stock Subject to Option Which May be Exercised
After 1 year		14.286 ⁽²⁾
After 2 years		28.572
After 3 years		42.858
After 4 years		57.144
After 5 years		71.430
After 6 years		85.716
After 7 years		100.000

⁽¹⁾	The exercise price must be at least 100% of the Fair Market Value.

⁽²⁾

Option can be exercised to receive stock beginning one year from grant; however, you must hold the stock for two years from the date of the grant of the Option and for one year after exercise of the Option in order to receive most favorable tax treatment. Optionees should consult their own tax advisor in determining individual tax consequences.

2.2 The Option shall expire and may not be exercised later than ten years following the Date of Grant.

2.3 Notwithstanding the foregoing, the Option shall become accelerated and immediately exercisable in the event of Optionee’s termination of employment as a result of death or disability and in the event of a Change in Control as provided in Section 13(c) of the Plan.

2.4 The Option shall be exercised in the manner set forth in the Plan, using the exercise form attached hereto as Exhibit A . The exercise price may be paid in cash, check, Shares or through a cashless exercise program through a broker, all on the terms provided in the Plan.

3. Conditions for Exercise of Option

3.1 During Optionee’s lifetime, the Option may be exercised only by the Optionee or by the Optionee’s guardian or legal representative. The Option must be exercised while Optionee is employed by IBKC, or in the event of a termination of employment, for such period following termination under certain circumstances, as may be provided in Section 6(h) of the Plan. Notwithstanding the foregoing, no Option may be exercised more than ten years following the Date of Grant.

3.2 In the event the Optionee is discharged from the employ of IBKC or a subsidiary company for Cause, as defined in the Plan, the Optionee shall forfeit the right to exercise any portion of this Option, which shall be immediately null and void.

4. Additional Conditions

Anything in this Agreement to the contrary notwithstanding, if at any time IBKC further determines, in its sole discretion, that the listing, registration or qualification (or any updating of any such document) of the shares of Common Stock issuable pursuant to the exercise of an Option is necessary on any securities exchange or under any federal or state securities or blue sky law, or that the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with the issuance of shares of Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such shares of Common Stock shall not be issued, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to IBKC.

5. Taxes

5.1 IBKC may make such provisions as it may deem appropriate for the withholding of any federal, state and local taxes that it determines are required to be withheld on the exercise of the Option. By signing this Option, the Optionee agrees that he or she is solely responsible for the satisfaction of any taxes that may arise (including taxes arising under Sections 409A or 4999 of the Code) and that IBKC shall not have any obligation whatsoever to pay such taxes.

5.2 Optionee may, but is not required to, satisfy his or her withholding tax obligation in whole or in part by electing (the “Election”) to have IBKC withhold, from the Shares he or she otherwise would receive upon exercise of the Option, Shares of Common Stock having a value equal to the minimum amount required to be withheld. The value of the Shares to be withheld shall be based on the Fair Market Value of the Common Stock on the date that the amount of tax to be withheld shall be determined (the “Tax Date”). Each Election must be made prior to the Tax Date. The Committee may disapprove of any Election or may suspend or terminate the right to make Elections, except that, notwithstanding the terms of the Plan, if the Optionee is an Executive Officer or is otherwise subject to Section 16 of the Securities Exchange Act of 1934, as amended, the right to make an Election may not be disapproved, terminated or suspended. In the absence of any other arrangement, an Optionee who is an Executive Officer will be deemed to have elected to have Shares withheld to satisfy withholding taxes as provided herein.

6. Binding Effect

This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators and successors.

7. Inconsistent Provisions

The Option granted hereby is subject to the provisions of the Plan. If any provision of this Agreement conflicts with a provision of the Plan, the Plan provision shall control.

8. Adjustments to Option

Appropriate adjustments shall be made to the number and class of shares of Common Stock subject to the Option and to the exercise price in accordance with Section 13 of the Plan.

9. Termination of Option

The Committee, in its sole discretion, may terminate the Option. However, no termination may adversely affect the rights of Optionee to the extent that the Option is currently vested on the date of such termination.

10. Designation of Beneficiary

The Optionee may expressly designate beneficiary to his or her interest (the “Beneficiary”), if any, to this Option by completing and executing a designation of beneficiary agreement substantially in the form attached to this Agreement as Exhibit B (the “Designation of Beneficiary”) and delivering an executed copy of the Designation of Beneficiary to IBKC.

11. Notices

Any notice or communication required or permitted by any provision of this Agreement to be given to Optionee shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, addressed to Optionee at the last address that the Company had for Optionee on its records. Each party may, from time to time, by notice to the other party hereto, specify a new address for delivery of notices relating to this Option. Any such notice shall be deemed to be given as of the date such notice is personally delivered or properly mailed.

12. Modifications

This Agreement may be modified or amended at any time, provided that Optionee must consent in writing to any modification that adversely alters or impairs any vested rights or obligations under this Option.

13. Headings.

Section and other headings contained in this Option Agreement are for reference purposes only and are not intended to describe, interpret, define or limit the scope or intent of this Option or any provision hereof.

14. Severability

Every provision of this Option and of the Plan is intended to be severable. If any term hereof is illegal or invalid for any reason, such illegality or invalidity shall not affect the validity or legality of the remaining terms of this Award Agreement.

15. Governing Law

The laws of the State of Louisiana shall govern the validity of this Award Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.

16. Counterparts

This Option may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF the parties hereto have caused this Option to be executed as of the day and year first above written.


IBERIABANK CORPORATION

By:
		A duly designated representative of the Company


		Optionee


Attest:

Exhibit A

IBERIABANK CORPORATION

Form for Exercise of Stock Option for 2008 Stock Incentive Plan

IBERIABANK Corporation

200 West Congress Street

Lafayette, Louisiana 70501

Dear Sir or Madam:

The undersigned elects to exercise his/her Incentive Stock Option to purchase shares of Common Stock of IBERIABANK Corporation (the “Company”) under and pursuant to a Stock Option Agreement dated as of .

1. ¨ Delivered herewith is a check and/or shares of Common Stock, valued at the closing sale price of the stock on the business day prior to the date of exercise, as follows:


$				in cash or check

$				in the form of shares of Common Stock, valued at $ per share

$				Total

2. ¨ Delivered herewith are irrevocable instructions to a broker approved by the Company to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price.

If method 1 is chosen, the name or names to be on the stock certificate or certificates and the address and Social Security Number of such person(s) is as follows:


Name:



Address:



Social Security Number


				Very truly yours,

Date				Optionee

Exhibit B

IBERIABANK CORPORATION

Designation of Beneficiary


Name of Beneficiary:

Address:





Social Security No.:

This beneficiary designation of mine relates to any and all of my rights under the following Award or Awards:

the Award that I received pursuant to an Option dated , between me and IBERIABANK Corporation (the “ Company ”).


Date:

Your Signature:

Your Name (printed):


Sworn to before me this day of , 200

Notary Public
County of
State of

Exhibit 10.3

SUBORDINATED CAPITAL NOTE

SERIES 2008-1

NOTE PURCHASE/LOAN AGREEMENT

dated as of July 21, 2008

between

IBERIABANK.

LAFAYETTE, LOUISIANA,

as Issuer/Borrower

and

SUNTRUST BANK

as Purchaser/Lender

THIS SUBORDINATED CAPITAL NOTE PURCHASE/LOAN AGREEMENT (this “ Agreement ”) is made as of July 21, 2008, by and between IBERIABANK, Lafayette, Louisiana, a Louisiana bank (the “ Company ” or the “ Borrower ”), as the issuer of the Subordinated Capital Notes Series 2008-1 (the “ Notes ”) and the borrower thereunder, and SUNTRUST BANK, a Georgia banking corporation, as the purchaser of, and lender under, the Notes (“ SunTrust ” or the “ Lender ”).

W I T N E S S E T H:

The Company has requested SunTrust, and SunTrust has agreed, subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties and covenants of the Company herein, and in the Notes and the other Transaction Documents to purchase the Notes and thereby lend the Company $25,000,000, which the Company will treat as Tier 2 capital for bank regulatory purposes.

In consideration of the premises, the mutual agreements contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party, the parties, intending to be legally bound, agree as follows:

ARTICLE I

DEFINITIONS; CONSTRUCTION

Section 1.1 Definitions . The following terms have the definitions shown below:

“ BHC Act” means the federal Bank Holding Company Act of 1956, as amended, and any successor thereto.

“ Borrower Parent” means IBERIABANK Corporation, a Louisiana corporation and any successor thereto, and any other Person that is a “company” that “controls” the Issuer for purposes of the BHC Act.

“ Call Report ” means, with respect to the Borrower, the “Consolidated Reports of Condition and Income” (FFIEC Form 031 or 041 or any successor form of the Federal Financial Institutions Examination Council).

“ Closing” means the closing of the transactions contemplated herein and in the Notes.

“ Closing Date” means the date on which the conditions precedent set forth in Section 3.1 have been satisfied or waived in accordance with Section 9.2 , and which, unless otherwise indicated, shall be the date of this Agreement.

“ Federal Reserve Reports ” shall mean the “Consolidated Financial Statements for Bank Holding Companies-FR Y-9C”, the “Parent Company Only Financial Statements for Large Bank Holding Companies-FR Y-9LP”, or any successors thereto, and other reports required to be filed with the Federal Reserve by the Borrower Parent.

“ Transaction Documents ” mean this Agreement, the Notes, and any and all other instruments, agreements, documents and writings delivered at Closing in connection with any of the foregoing.

“ Material Adverse Effect ” means any event, action, omission or condition that (i) has had or is reasonably likely to have a material adverse effect on the condition (financial or otherwise), earnings, cash flows, business or prospects of the Company and whether or not arising in the ordinary course of business, (ii) has had or is reasonably likely to have a material adverse effect on the Notes, the rights of Holders of the Notes or the consummation or performance of the Transactions, (iii) would limit or prevent the Notes from being included and recognized by all applicable Governmental Authorities as Tier 2 capital for all purposes, (iv) questions the validity or enforceability of any Transaction Document, or (v) seeks to restrain, enjoin, limit or prohibit the execution, delivery or performance of any of the Transactions Documents or any of the Transactions.

“Maturity Date” means September 30, 2015, unless the maturity of the Notes is accelerated in accordance with the term of the Notes to an earlier date.

Section 1.2 Terms Generally . All capitalized terms used in the Notes, and the Interpretative Provisions of Exhibit 1 to the Notes are incorporated herein by reference in full and shall apply to this Agreement.

ARTICLE II

AMOUNT AND TERMS OF THE SUBORDINATED TERM LOAN

Section 2.1 Subordinated Term Loan and Subordinated Notes . Subject to the terms and conditions set forth herein, the Lender agrees to purchase the Subordinated Capital Notes from the Borrower on the Closing Date and thereby extend to the Borrower a loan in the principal amount of TWENTY FIVE MILLION DOLLARS AND NO/100 ($25,000,000.00).

Section 2.2 Terms of Notes . The terms of the Notes are hereby incorporated by reference into this Agreement in full.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the SunTrust as follows:

Section 3.1 Organization; Authority . The Company is a corporation duly organized, validly existing and in good standing under the laws of its state of organization, and has the full corporate power and authority to own, lease and operate its properties, to own its Subsidiaries, to issue the Notes, to conduct its business as presently conducted and as described in the Borrower Parent’s latest SEC Reports on Forms 10-K and 10-Q, and to enter into and perform its obligations under this Agreement, the Notes and the other Transaction Documents. The Borrower Parent is a financial holding company, and it has been duly approved by and is registered with, the Federal Reserve as a financial holding company under the BHC Act, and

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with all other federal or state regulatory authorities that require registration or Approval of the Issuer as a holding company (“ Other Banking Approvals ”) owning or controlling its Subsidiaries. The Company is a member in good standing of the Federal Deposit Insurance Corporation (“ FDIC ”) has all necessary authorizations, approvals, registrations, qualifications, orders, licenses, certificates, decrees, consents and permits (collectively, “ Approvals ”) needed to conduct its business, to own its Subsidiaries, to issue the Notes, to conduct its business as presently conducted to enter into and perform its obligations under this Agreement and the other Transaction Documents, and to include the full amount of such Notes as Tier 2 capital for all regulatory purposes, except to the extent that the failure to obtain any such Approval has not had and is not reasonably likely to have a Material Adverse Effect. The Company has a duly authorized and outstanding capitalization as set forth in the information provided to SunTrust all of its outstanding shares of capital stock (“ Company Shares ”) have been duly authorized and validly issued and are fully paid and non assessable (except to the extent that shares may be assessable under applicable federal or state banking Laws), and none of the outstanding Issuer Shares was issued in violation of any preemptive or similar rights of any shareholder of the Issuer. The Company is duly qualified to transact business as a foreign corporation and is in good standing in each jurisdiction where it owns or leases property or transacts business, and where such qualification is necessary, except to the extent that the failure to so qualify or to be in good standing has not had and is not reasonably likely to have a Material Adverse Effect.

Section 3.2 No Conflicts . The execution, delivery and performance of the Transaction Documents to which the Company is a party, and the consummation of the Transactions

(a) do not require any consent or Approval under, do not and will not conflict with, constitute a breach of, or a default or an event, which with notice, lapse of time or both would be a default under, an event or condition that gives any person the right to require the repurchase, redemption or repayment of all or a portion of any note, debenture or other indebtedness of the Company (each a “ Repayment Event ”)

(b) will not result in the creation or imposition of any Lien upon any property or assets of the Company or any of its Subsidiaries, under any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument (“ Contract ”) to which the Company or any of its Subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of any of them is subject, except for a conflict, breach, default or Lien which does not have and is not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, nor will any such action result in any violation of any applicable Law or Approval, except for those violations which, individually or in the aggregate are not reasonably expected to have a Material Adverse Effect.

Section 3.3 Financial Statements .

(a) The audited consolidated financial statements, including the notes and schedules thereto, of the Company, as of and for the last full three years (the “ Annual Financial Statements ”) and the interim unaudited consolidated financial statements of the Company, as of and for the latest interim periods and the corresponding interim periods of the immediately preceding year, (the “ Interim Financial Statements ”, and collectively with the Annual Financial

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Statements, the “ Financial Statements ”) provided to SunTrust have been prepared in accordance with GAAP. The Borrower Parent’s Financial Statements conform to the requirements of the 1934 Act and all applicable United States Securities and Exchange Commission (“ Commission ”) rules and regulations. All Financial Statements of the Company and the Borrower Parent fairly present in all material respects the consolidated financial condition, earnings, cash flows and changes in shareholders’ equity as of the dates and for the periods therein specified, subject, in the case of Interim Financial Statements, only to normal recurring year-end audit adjustments that are not material, and each has been certified as required by applicable Law.

(b) The Company’s most recent principal and quarterly Call Reports, Federal Reserve Forms FR Report Y-9C and FR Report Y-9LP, and any subsequent reports have been provided to the Lender, and the information therein fairly presents in all material respects the financial position and results of operation of the Company and its Subsidiaries, and the Borrower Parent and its Subsidiaries, respectively, as of such date and for such periods.

(c) All of the Borrower Parent’s Federal Reserve Reports, including those on Federal Reserve Forms FRY-9 C and FRY-9LP and the various schedules and subreports thereunder, for the last full year and any subsequent interim periods, conform in all material respects to the Federal Reserve’s requirements for such reports, and all of the Issuer’s Call Reports submitted to its primary federal and state regulators conform in all material respects to the Federal Financial Institutions Examination Council’s (“ FFIEC ”) requirements for Call Reports, and all such Federal Reserve Reports and Call Reports are accurate and complete in all material respects and fairly present in all material respects the reporting entity’s financial condition, earnings, cash flows (to the extent a statement of cash flows is included pursuant to the requirements of such form) and changes in shareholders’ equity as of the dates and for the periods shown are not inconsistent with the Financial Statements and the Interim Financial Statements as of and for the corresponding dates and periods.

(d) Since the respective dates as of which information is included in the most recent Financial Statements, Interim Financial Statements, Federal Reserve Reporter and Call Reports there has not been (i) any event, action, omission or condition that has had a Material Adverse Effect, (ii) any transactions entered into by the Issuer, other than in the ordinary course of business, that are material to the Issuer, (iii) except for regular quarterly cash dividends on the Company’s common stock in the ordinary course of business and dividends paid by any Subsidiary to the Company, including increases, consistent with past practice, any dividend or distribution of any kind declared, paid or made by the Company on its capital stock, nor (iv) any other event, action, omission or condition that is reasonably likely to have a Material Adverse Effect.

Section 3.4 Litigation Matters . There is no litigation, investigation or proceeding of or before any arbitrators or Governmental Authorities pending, or, to the knowledge of the Borrower, threatened against or affecting the Company or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination that could reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

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Section 3.5 Compliance with Laws and Agreements . Each of the Company and each of its Subsidiaries and the Borrower Parent is in compliance with all applicable Laws, and all commitments to, all applicable Governmental Authorities, and all Approvals, except for those violations of which, individually or in the aggregate, would not have a Material Adverse Effect.

Section 3.6 Regulatory Enforcement Matters. None of the Company, the Borrower Parent or any of their respective Subsidiaries, nor any of their respective officers, directors, employees or representatives, is subject or is party to, or has received any notice from any Governmental Authority that any of them is or expected to be a subject of or party to any investigation with respect to, any cease-and-desist order, agreement, civil monetary penalty, bar or suspension from the securities investment or banking businesses, consent agreement, memorandum of understanding or other regulatory enforcement action, proceeding or order with or by, or is a party to any commitment letter or similar undertaking to, or is subject to any directive by, or has been a recipient of any supervisory letter from, or has adopted any board resolutions at the request or suggestion of, any Governmental Authority that, in any such case, currently restricts in any material respect the conduct of their business or that in any material manner relates to their capital adequacy, the payment of or any restriction upon, the payment of dividends, distributions or payments (other than as imposed by Law, generally), their credit policies, their management or their business (each, a “ Regulatory Action ”), nor has the Company or any of its Subsidiaries or the Borrower Parent been advised by any Governmental Authority that it is considering issuing or requesting any such Regulatory Action; and there is no unresolved violation, criticism or exception by any Governmental Authority with respect to any report or statement relating to any examinations of the Company or any of its Subsidiaries (including the Borrower), except where such unresolved violation, criticism or exception would not, singly or in the aggregate, have a Material Adverse Effect.

Section 3.7 Investment Company Act. Neither the Borrower nor the Borrower Parent is an “investment company”, as defined in, or subject to registration or regulation under, the Investment Company Act of 1940, as amended.

Section 3.8 Taxes . Each of the Company, the Borrower Parent and their respective Subsidiaries has filed all federal, state, local and foreign tax returns that are required to be filed or has duly requested extensions thereof and has paid all taxes required to be paid by any of them and any related assessments, fines or penalties, except for any such tax, assessment, fine or penalty that is being contested in good faith and by appropriate proceedings; and adequate charges, accruals and reserves have been provided for in the Financial Statements or Interim Financial Statements in respect of all federal, state, local and foreign taxes, including for all periods and amounts as to which the tax liability of the Company, the Borrower Parent or their respective Subsidiaries is being contested, has not been finally determined or remains open to examination by applicable taxing authorities and where such taxes have not become due and payable.

Section 3.9 Disclosure . The Company has disclosed to the Lender all agreements, instruments, and corporate or other restrictions to which the Company, the Borrower Parent or any of the Borrower Parent’s Subsidiaries is subject or bound , and all other matters known to any of them, that, individually or in the aggregate, could reasonably be expected to

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result in a Material Adverse Effect. None of the Call Reports, Federal Reserve Reports or any reports that the Borrower Parent is required to file with the Commission), financial statements, certificates or other information furnished by or on behalf of the Borrower to the Lender in connection with the negotiation of this Agreement or any other Transaction Document or delivered hereunder or thereunder (as modified or supplemented by any other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, taken as a whole, in light of the circumstances under which they were made, not misleading.

Section 3.10 Capital . On the Closing Date, each of the Borrower and the Borrower Parent, and each depository institution Subsidiary of the Borrower Parent, is “well-capitalized” for all bank regulatory purposes.

Section 3.11 FDIC Insurance . The deposits of the Borrower are insured by the FDIC to the fullest extent permitted by Law, and no proceedings for the termination of such insurance are pending or, to the knowledge of the Borrower, threatened.

Section 3.12 OFAC . None of the Company or the Borrower Parent, nor any of their respective Subsidiaries (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 “Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)), (ii) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner violative of Section 2 or (iii) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

Section 3.13 Patriot Act, Etc . Each of the Company, the Borrower Parent and their respective Subsidiaries is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto and (ii) the Uniting And Strengthening America By Providing Appropriate Tools Required To Intercept And Obstruct Terrorism (USA Patriot Act of 2001). No part of the proceeds of the Notes will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.

Section 3.14 Certificates . No filing with, or Approval of, any Governmental Authority, other than those that have been made or obtained and which remain in full force and effect, is necessary or required for the execution delivery and performance of the Transaction Documents by the Company in connection with the issuance and sale of the Notes or the consummation of the Transactions. The Company has given any required written notice to the applicable. Governmental Authorities having jurisdiction over the Issuer and the Transactions of its intent to engage in the Transactions, and no applicable Governmental Authority has expressed

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any objection to the Offering or the qualification of the Notes as Tier 2 Capital under applicable capital adequacy guidelines and rules. The Company has no reason to believe that the Notes will not be treated as Tier 2 Capital. The Company shall confirm such matters in an officers’ certificate delivered to SunTrust at the Closing and any Subsequent Closing, if any.

ARTICLE IV

COVENANTS

The Borrower covenants and agrees that so long as any amount is owed under the Notes:

Section 4.1 Financial Statements and Other Information . The Company will deliver to the Lender:

(a) as soon as available and in any event within 90 days after the end of each fiscal year of the Borrower Parent, a copy of the annual audited report for such fiscal year for the Borrower Parent and its Subsidiaries, containing a consolidated balance sheet and the related consolidated statements of income, of shareholders’ equity and comprehensive income, and of cash flows (together with all footnotes thereto), setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and reported on by independent public accountants of nationally recognized standing (without a “going concern” or like qualification, exception or explanation and without any qualification or exception as to scope of such audit) to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations and cash flows on a consolidated basis of the Borrower Parent and its Subsidiaries for such fiscal year in accordance with GAAP and that the examination by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards; provided , that the requirements set forth in this clause (a) may be fulfilled by providing to the Lender the report of the Borrower Parent to the Commission on Form 10-K for the applicable fiscal year;

(b) as soon as available and in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower Parent, an unaudited balance sheet of the Borrower Parent and its Subsidiaries on a consolidated basis as of the end of such fiscal quarter and the related unaudited statements of income and cash flows of the Borrower Parent and its Subsidiaries on a consolidated basis for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of Borrower Parent’s previous fiscal year, all certified by the chief financial officer or treasurer of the Borrower Parent as presenting fairly in all material respects the financial condition and results of operations of the Company and its Subsidiaries on a consolidated basis in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes; provided , that the requirements set forth in this clause (b) may be fulfilled by providing to the Lender the report of the Borrower Parent to the Commission on Form 10-Q for the applicable fiscal quarter;

(c) upon filing and not later than the respective due dates provided copies of the Borrower Parent’s Federal Reserve Reports, copies of the Company’s Call Report; and

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(d) deliver without charge to SunTrust or any Holder, promptly upon filing or becoming available, copies of (i) all other reports or other publicly available information that the Company or the Borrower Parent mails or otherwise makes available to their respective shareholders and holders of securities, (ii) all reports, financial statements and proxy or information statements filed by the Borrower Parent with the Commission, NASDAQ or any securities exchange, and (iii) other nonconfidential information concerning the Company, the Borrower Parent or their respective Subsidiaries as reasonably requested by SunTrust or any Holder, including press releases, analysts’ reports and communications with holders of Company or Subsidiary securities.

(e) all amendments of the foregoing and all supplements and schedules to the foregoing.

Documents required to be delivered pursuant to Sections 5.1(a) , 5.1(b) , and 5.1(d) that are filed with, or furnished to, the Commission electronically shall be deemed to have been delivered to the Lender on the date (i) on which the Borrower Parent posts such documents or provides a link thereto on the Borrower Parent’s website on the internet at the website address set forth in Section 9.1 ; provided , that (A) the Borrower shall deliver paper copies of such documents to the Lender if the Lender so requests in writing until a further written notice is received by the Borrower from the Lender to cease delivering paper copies and (B) the Borrower shall notify the Lender of the posting of any such documents.

Section 4.2 Notices of Material Events . The Borrower will furnish to the Lender prompt written notice of the following:

(a) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against or, to the knowledge of the Company, affecting the Company, the Borrower Party or any of their respective Subsidiaries which could reasonably be expected to result in a Material Adverse Effect;

(b) any material investigation of the Company, the Borrower Parent, or any of their respective Subsidiaries by any Governmental Agency having regulatory authority over the Company or any such Subsidiaries (other than routine examinations of the Borrower and/or any such Subsidiary);

(c) the issuance of any cease and desist order, written agreement, cancellation of insurance or other public enforcement action by any Governmental Authority having regulatory authority over the Company or any Subsidiary;

(d) the issuance of any memorandum of understanding or proposed disciplinary action by or from any Governmental Authority having regulatory authority over the Company or any Subsidiary, to the extent that the Company or any such Subsidiary is permitted to disclose such information ( provided that the Borrower shall take all reasonable efforts to obtain any necessary regulatory consents);

(e) any other development that results in, or could reasonably be expected to result in, a Material Adverse Effect.

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Each notice delivered under this Section shall be accompanied by a written statement of a Responsible Officer setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Section 4.3 Use of Proceeds . The Borrower will use the proceeds from the sale of the Notes for general working capital purposes and regulatory capital. No part of the proceeds of the Subordinated Term Loan will be used, whether directly or indirectly, for any purpose that would violate any rule or regulation of the Board of Governors of the Federal Reserve System, including Regulation T, U or X.

ARTICLE V

CONDITIONS PRECEDENT TO NOTES PURCHASE

Section 5.1 Conditions To Purchasing the Notes . The obligations of SunTrust to purchase the Notes and extend credit to the Borrower thereunder is subject to the receipt by SunTrust of the following documents in form and substance reasonably satisfactory to the SunTrust:

(a) this Agreement duly executed and delivered by the Borrower;

(b) a duly executed Note substantially in the form of Exhibit A hereto has been executed and delivered to SunTrust;

(c) a certificate of the Secretary or Assistant Secretary of the Borrower, attaching and certifying copies of its articles of incorporation, bylaws and of the resolutions of its board of directors, authorizing the execution, delivery and performance of the Transaction Documents and certifying the name, title and true signature of each officer of the Borrower authorized to execute the Transaction Documents;

(d) a certificate of good standing issued by the State of Louisiana Office of Financial Institutions;

(e) a favorable written opinion of Jones, Walker, Waechter, Portevant, Carrére and Denégre L.L.P., special counsel to the Borrower, addressed to the Lender, and covering such matters relating to the Borrower, the Transaction Documents and the transactions contemplated therein as the Lender shall reasonably request;

(f) a certificate of Borrower, signed by the Chief Executive Officer, President or an Executive Vice President and by the Chief Financial Officer or Treasurer of the Borrower, certifying that: (a) all representations and warranties of the Borrower herein shall be true and correct in all material respects on and as of the Closing Date, both before and immediately after giving effect to this Agreement, and (b) since March 31, 2008, there has been no material adverse change in the condition (financial or other), earnings, business, prospects or assets of the Borrower or of the Company and its Subsidiaries; and

(g) the payment of the placement fee owed to SunTrust Robinson Humphrey, Inc. in the amount of $250,000.

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ARTICLE VI

MISCELLANEOUS

Section 6.1 Notices .

(a) Except in the case of notices and other communications expressly permitted to be given by telephone, all notices and other communications to any party herein to be effective shall be in writing and shall be delivered by hand or reliable overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows:


To the Borrower:		IBERIABANK 200 West Congress Street 12 ^th Floor Lafayette, Louisiana 70501 Attn: Anthony J. Restel Telephone Number: (504) 310-7317 Fax Number: (504) 310-7322 Email: arestel@iberiabank.com

To the Lender:		SunTrust Bank 303 Peachtree Street, 3 ^rd Floor Atlanta, Georgia 30308 Attn: Christopher M. Houck Telephone Number: (404) 588-7788 Fax Number: (404) 581-1775 Email: chris.houck@suntrust.com

Notices sent by hand or reliable overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business on the next Business Day for the recipient).

Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. All such notices and other communications shall, when transmitted by overnight delivery, or faxed, be effective when delivered for overnight (next-day) delivery, or transmitted in legible form by facsimile machine, respectively, or if mailed, upon the third Business Day after the date deposited into the mails or if delivered, upon delivery; provided , that notices delivered to the Lender shall not be effective until actually received by the Lender at its address specified in this Section 6.1 . With respect to any communications delivered or furnished by electronic communication under Section 5.1 , such communications sent to an e-mail address shall be deemed received upon the sender’s receipt of

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an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other written acknowledgement); provided, that if such communications are not sent during the normal business hours of the recipient, such communications shall be deemed to have been sent at the opening of business on the next Business Day for the recipient, and (ii) communications posted to an internet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such communication is available and identifying the website address therefor.

(b) Any agreement of the Lender herein to receive certain notices by telephone or facsimile is solely for the convenience and at the request of the Borrower. The Lender shall be entitled to rely on the authority of any Person purporting to be a Person authorized by the Borrower to give such notice and the Lender shall not have any liability to the Borrower or other Person on account of any action taken or not taken by the Lender in reliance upon such telephonic or facsimile notice.

Section 6.2 Waiver; Amendments .

(a) No failure or delay by the Lender in exercising any right or power hereunder under the Notes or any other Transaction Document, and no course of dealing between the Borrower and the Lender , shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power or any abandonment or discontinuance of steps to enforce such right or power, preclude any other or further exercise thereof or the exercise of any other right or power hereunder or thereunder. The rights and remedies of the Lender hereunder and under the other Transaction Documents are cumulative and are not exclusive of any rights or remedies provided by law. No waiver of any provision of this Agreement or any other Transaction Document or consent to any departure by the Borrower therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given.

(b) No amendment or waiver of any provision of this Agreement or the other Transaction Documents, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Borrower and the Lender and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 6.3 Expenses; Indemnification .

(a) The Borrower shall pay (i) all reasonable, out-of-pocket costs and expenses of the Lender (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated cost of inside counsel) in connection with the preparation and administration of the Notes, this Agreement and the Other Transaction Documents and any amendments, modifications or waivers thereof (whether or not the Transactions contemplated in this Agreement, the Notes or any other Transaction Document shall be consummated), and (ii) all out-of-pocket costs and expenses (including, without limitation, the reasonable fees, charges and disbursements of outside counsel and the allocated

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cost of inside counsel) incurred by the Lender in connection with the enforcement or protection of its rights in connection with this Agreement, including its rights under this Section, or in connection with the Notes or the other Transaction Documents, including all such out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of the Notes.

(b) The Company agrees to indemnify and hold harmless SunTrust and its Affiliates and its directors, officers, employees, agents, representatives, and each person or entity who controls SunTrust and its Affiliates within the meaning of Section 15 of the Securities Act or Section 20 of the 1934 Act, and their respective heirs, and personal and legal representatives of such individuals, against any and all costs, losses, expenses, claims, damages or liabilities, (joint, several, or individual actions, investigations or proceedings of any nature (“ Claims ”), including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, all as incurred which may be incurred by any Indemnitee, or asserted against any Indemnitee by the Borrower, the Borrower Parent or their respective Subsidiaries or successors or any other Person, arising out of, in connection with or as a result of (i) the authorization, issuance or sale of the Notes the execution, delivery or performance of this Agreement, the Notes or any other Transaction Document the performance by the Parties hereto of their respective obligations hereunder or the consummation of any of the transactions contemplated hereby or by the Notes or any other Transaction Document, (ii) any actual or proposed use of the proceeds form the issuance and sale of the Notes, or (iii) any actual or prospective Claim or relating to any of the foregoing, whether brought by the Borrower, the Borrower Parent or any of their respective Affiliates or any third Person and whether based on contract, tort, or any other theory and regardless of whether any Indemnitee is a party thereto, provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction in a final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee.

(c) Promptly after receipt by an Indemnified Person of notice of the commencement of any Claim, such Indemnified Person will, if a claim in respect thereof is to be made against the Company under this Section 6.3, notify the Company in writing of the commencement thereof; but the failure to so notify the Company shall not relieve the Company from any liability hereunder, except and to the extent it is materially prejudiced as a result thereof, and in any event shall not relieve it from any liability which it may have otherwise than on account of this Section 6.3, except to the extent that the failure to so notify the other party is a defense to such other liability.

(d) The Borrower shall pay, and hold the Lender harmless from and against, any and all present and future stamp, documentary, and other similar taxes with respect to the Notes, this Agreement and any other Transaction Documents, any collateral described therein, or any payments due thereunder, and save the Lender harmless from and against any and all liabilities with respect to or resulting from any delay or omission to pay such taxes.

(e) To the extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to actual or direct damages) arising out of, in connection with or as a result of, this Agreement, any other Transaction Document, the transactions contemplated herein or therein, the Subordinated Term Loan or the use of proceeds thereof.

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(f) All amounts due under this Section shall be payable promptly after written demand therefor.

Section 6.4 Successors and Assigns .

(a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or delegate any of its obligations hereunder without the prior written consent of the Lender (and any attempted assignment, delegation or transfer by the Borrower without such consent shall be null and void).

(b) The Lender is purchasing the Notes without any view to “distribution” of such Notes within the meaning of the Securities Act. The Lender may at any time sell some or all the Notes, or participations or assignments in all or a portion of its rights and obligations under this Agreement, the Notes and the other Transaction Documents; provided , any such transfer shall be made in a manner that does not require the Company to register the Notes under the Securities Act or any applicable state securities or blue sky laws. Any Holder of Notes shall be deemed to have all the same rights granted to SunTrust hereunder and under the Notes and other Transaction Documents.

Section 6.5 Governing Law; Jurisdiction; Consent to Service of Process .

(a) This Agreement and the other Transaction Documents shall be construed in accordance with and be governed by the laws (without giving effect to the conflict of law principles thereof) of the State of New York.

(b) The Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of any Federal and/or state court located in the State of Georgia and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Transaction Document or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such court. Each of the parties hereto agrees that a final nonappealable judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by applicable Law. Nothing in this Agreement or any other Transaction Document shall affect any right that the Lender may otherwise have to bring any action or proceeding relating to this Agreement, then Notes or any other Transaction Document against the Borrower or its properties in the courts of any jurisdiction.

(c) The Borrower irrevocably and unconditionally waives any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding described in paragraph (b) of this Section and brought in any court referred to in paragraph (b) of this Section. Each of the parties hereto irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

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(d) Each party to this Agreement irrevocably consents to the service of process in the manner provided for notices in Section 6.1 . Nothing in this Agreement or in any other Transaction Document will affect the right of any party hereto to serve process in any other manner permitted by law.

Section 6.6 WAIVER OF JURY TRIAL . EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT, THE NOTES OR ANY OTHER TRANSACTION DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).

Section 6.7 Counterparts; Integration . This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement, the Notes the other Transaction Documents, and any separate letter agreement(s) relating to any fees payable to the Lender or any of its Affiliates constitute the entire agreement among the parties hereto and thereto regarding the subject matters hereof and thereof and supersede all prior agreements and understandings, oral or written, regarding such subject matters.

Section 6.8 Survival . All covenants, agreements, representations and warranties made by the Borrower and the Borrower Parent herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement and the purchase of the Notes, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Lender may have had notice or knowledge of any incorrect representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on the Notes or any other amount payable or obligation under this Agreement or the Notes is outstanding and unpaid. The provisions of Section 6.3 shall survive and remain in full force and effect regardless of the consummation of the transactions contemplated hereby, the repayment of all of Borrower’s obligations, or the termination of this Agreement or any provision hereof. All representations and warranties made herein, in the certificates, reports, notices, and other documents delivered pursuant to this Agreement or the Notes shall survive the execution and delivery of this Agreement, the Notes and the other Transaction Documents, and the issuance and sale of the Notes.

Section 6.9 Severability . Any provision of this Agreement or any other Transaction Document held to be illegal, invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof or thereof; and the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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Section 6.10 Patriot Act . The Lender hereby notifies the Borrower that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Patriot Act ”), it is required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow the Lender to identify the Borrower in accordance with the Patriot Act. The Borrower shall, and shall cause each of its Subsidiaries to, provide to the extent commercially reasonable, such information and take such other actions as are reasonably requested by the Lender in order to assist the Lender in maintaining compliance with the Patriot Act.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed under seal in the case of the Borrower by their respective authorized officers as of the day and year first above written.


IBERIABANK

By
		Name: Anthony J. Restel Title: Senior Executive Vice President and Chief Financial Officer

[SEAL]

SUNTRUST BANK

By
		Name: Title:

Joined in by IBERIABANK Corporation solely as to the representations, warranties, and covenants made by the Borrower Parent and the Borrower Parent’s Subsidiaries (other than the Borrower), and executed under seal by its undersigned duly authorized officers as of the day and year first above written.


IBERIABANK CORPORATION

By
		Name: Anthony J. Restel Title: Senior Executive Vice President and Chief Financial Officer

[SEAL]

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EXHIBIT 31.1

CERTIFICATIONS

SECTION 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Daryl G. Byrd, President and Chief Executive Officer of IBERIABANK Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of IBERIABANK Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 11, 2008		/s/ Daryl G. Byrd
		Daryl G. Byrd
		President and Chief Executive Officer

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Anthony J. Restel, Senior Executive Vice President and Chief Financial Officer of IBERIABANK Corporation, certify that:

1. I have reviewed this quarterly report on Form 10-Q of IBERIABANK Corporation;

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: August 11, 2008		/s/ Anthony J. Restel
		Anthony J. Restel
		Senior Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of IBERIABANK Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2008 (the “Report”), I, Daryl G. Byrd, President and Chief Executive Officer of the Company, certify that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report.

/s/ Daryl G. Byrd

Daryl G. Byrd

President and Chief Executive Officer

August 11, 2008

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The information furnished herein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of IBERIABANK Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2008 (the “Report”), I, Anthony J. Restel, Senior Executive Vice President and Chief Financial Officer of the Company, certify that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

/s/ Anthony J. Restel

Anthony J. Restel

Senior Executive Vice President and Chief Financial Officer

August 11, 2008

(dollars in thousands)

For the Six Months Ended

(dollars in thousands)

June 30,
2008

June 30,
2007

Compensation expense related to restricted stock