8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 31, 2007

IBERIABANK CORPORATION

(Exact name of Registrant as Specified in Charter)

Louisiana	0-25756	72-1280718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 West Congress Street, Lafayette, Louisiana 70501

(Address of Principal Executive Offices)

(337) 521-4003

Registrant’s telephone number, including area code

NOT APPLICABLE

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of an Acquisition or Disposition of Assets

On January 31, 2007, the Registrant completed its acquisition of Pulaski Investment Corporation (“PIC”). A copy of the related press release dated February 1, 2007, is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The acquisition consideration was 1,133,064 shares of the Registrant’s common stock and cash of $65 million.

On February 1, 2007, the Registrant completed its acquisition of Pocahontas Bancorp, Inc. (“PFSL”). A copy of the related press release dated February 2, 2007, is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein. The acquisition consideration was 1,287,793 shares of the Registrant’s common stock.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

Pursuant to the Agreement and Plan of Merger dated as of August 9, 2006, as amended, between the Registrant and PIC, as of the effective time of the acquisition on January 31, 2007, the Registrant elected James C. East to the Registrant’s Board of Directors to serve until its 2008 annual meeting of shareholders. At that time the Board of Directors of the Registrant will nominate Mr. East for an additional three-year term.

Mr. East, 68, previously served as chairman of the board of directors of both PIC and its wholly owned subsidiary, Pulaski Bank and Trust. Mr. East acquired a controlling interest in PIC in 1973 and has served as its chairman and as a member of the board of directors since that time.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

In connection with the election of James C. East to the Board of Directors of the Registrant, effective January 31, 2007, the Board of Directors amended Section 3.1 of the Bylaws to increase the number of authorized directors from eleven to twelve. A copy of the Bylaws, as amended, is attached as Exhibit 3.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

Audited consolidated financial statements of PIC at December 31, 2005 and 2004 and for the three years ended December 31, 2005 are attached as Exhibit 99.3 hereto and incorporated into this Item 9.01(a) by reference.

Unaudited consolidated financial statements of PIC at September 30, 2006 and 2005 and for the nine months ended September 30, 2006 are attached as Exhibit 99.4 hereto and incorporated into this Item 9.01(a) by reference.

Audited financial statements of PFSL at September 30, 2006 and 2005 and for the three years ended September 30, 2006 are attached as Exhibit 99.5 hereto and incorporated into this Item 9.01(a) by reference.

(b) Pro Forma Financial Information

Unaudited Pro Forma Condensed Financial Statements of PIC and PFSL are attached as Exhibit 99.6 hereto and incorporated into this Item 9.01(b) by reference.

(c) Exhibits

Exhibit 3.1	Bylaws, as amended.
Exhibit 23.1	Consent of Kemp & Company.
Exhibit 23.2	Consent of Deloitte & Touche LLP.
Exhibit 23.3	Consent of KraftCPAs PLLC.
Exhibit 99.1	Press Release dated February 1, 2007, issued by the Registrant.
Exhibit 99.2	Press Release dated February 2, 2007, issued by the Registrant.
Exhibit 99.3	Pulaski Investment Corporation Audited Consolidated Financial Statements at December 31, 2005 and 2004 and for the three years ended December 31, 2005.
Exhibit 99.4	Pulaski Investment Corporation Unaudited Consolidated Financial Statements at September 30, 2006 and 2005 and for the nine months ended September 30, 2006.
Exhibit 99.5	Pocahontas Bancorp, Inc. Audited Consolidated Financial Statements at September 30, 2006 and 2005 and for the three years ended September 30, 2006.
Exhibit 99.6	IBERIABANK Corporation Unaudited Pro Forma Condensed Combined Financial Information.

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, hereunto duly authorized.

	IBERIABANK CORPORATION
DATE: February 6, 2007	By:	/s/ Daryl G. Byrd
		Daryl G. Byrd
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number
3.1	Bylaws, as amended.
23.1	Consent of Kemp & Company
23.2	Consent of Deloitte & Touche LLP
23.3	Consent of KraftCPAs PLLC
99.1	Press Release dated February 1, 2007, issued by the Registrant.
99.2	Press Release dated February 2, 2007, issued by the Registrant.
99.3	Pulaski Investment Corporation Audited Consolidated Financial Statements at December 31, 2005 and 2004
99.4	Pulaski Investment Corporation Unaudited Consolidated Financial Statements at September 30, 2006 and 2005 and for the nine months ended September 30, 2006.
99.5	Pocahontas Bancorp, Inc. Audited Consolidated Financial Statements at September 30, 2006 and 2005 and for the three years ended September 30, 2006.
99.6	IBERIABANK Corporation Unaudited Pro Forma Condensed Combined Financial Information.

EX-3.1

Exhibit 3.1

BY LAWS

OF

IBERIABANK CORPORATION

Section 1. OFFICES

1.1. Principal Office. The principal office shall be located in Lafayette, Louisiana.

1.2. Additional Offices. The Corporation may have such offices at such other places as the Board of Directors or Chief Executive Officer may from time to time determine or the business of the Corporation may require.

Section 2. SHAREHOLDERS’ MEETINGS

2.1. Time, Place, Presiding Officer and Secretary. Unless otherwise required by law or these By-laws, all meetings of shareholders shall be held at place, within or without the State of Louisiana, as may be designated by the Board of Directors. At every shareholders meeting, the Chief Executive Officer or, in his absence, the Chairman of the Board, shall preside, and the Secretary, or in his absence the appointee of the presiding officer at the meeting, shall act as Secretary of the meeting.

2.2. Annual Meeting. An annual meeting of the shareholders shall be held on the date and at the time as the Board of Directors shall designate, for the purpose of electing directors and for the transaction of such other business as may properly be brought before the meeting. If no annual shareholders’ meeting is held for a period of eighteen months, any shareholder may call such meeting to be held at the registered office of the Corporation as shown on the records of the Secretary of State of Louisiana.

2.3. Special Meetings. Special meetings of the shareholders, for any lawful purpose or purposes, may be called in the manner prescribed in Article 9B of the Articles of Incorporation and under the procedures specified in Article 9D. At any time, upon the written request of any shareholder or shareholders holding in the aggregate a majority of the total voting power, the Secretary shall call a special meeting of shareholders to be held at the registered office of the Corporation as such time as the Secretary may fix, not less than fifteen nor more than sixty days after the actual receipt of the request. Such request shall state the purposes of the proposed special meeting, and the business conducted at such special meeting shall be limited to the purposes stated in such request.

2.4. Notice of Meetings. Except as otherwise provided by law, the authorized person or persons calling a shareholders’ meeting shall cause written notice of the time, place and purpose of the meeting to be given to all shareholders entitled to vote at such meeting at least ten days and not more than sixty days prior to the day fixed for the meeting. Notice of the annual meeting need not state the purpose thereof, unless action is to be taken at the meeting as to which

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notice is required by law or these By-laws. Notice of a special meeting shall state the purpose or purposes thereof, and the business conducted at any special meeting shall be limited to the purposes stated in the notice.

2.5. List of Shareholders. At every meeting of shareholders, a list of shareholders entitled to vote, arranged alphabetically and certified by the Secretary or by the agent of the Corporation having charge of transfers of shares, showing the number and class of shares held by each such shareholder on the record date for the meeting, shall be produced on the request of any shareholder.

2.6. Quorum. Except as otherwise provided by law or the Articles of Incorporation, the presence, in person or by proxy, of the holders of a majority of the total voting power shall constitute a quorum at all meetings of the shareholders.

2.7. Withdrawal. The shareholders present or represented at a duly organized meeting shall constitute a quorum and may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum as fixed in Section 2.6 hereof, or the refusal of any shareholders present to vote.

2.8. Voting; Judges of Election. Each shareholder shall have one vote for each share of stock having voting power registered in his name on the books of the Corporation on the record date for the determination of shareholders entitled to vote. When a quorum is present at any meeting, the vote of the holders of a majority of the voting power present in person or represented by proxy shall decide any questions brought before such meeting, unless the question is one upon which, by express provision of law or the Articles of Incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. Directors shall be elected by plurality vote.

The Board or the Chief Executive Officer may at any time appoint two or more persons to server as Judges of Election at any shareholders meeting to act as judges and tellers with respect to all votes by ballot at such meeting. If any Judge is absent or refuses to act, and his office is not filled by the Board, the Chief Executive Officer or the presiding officer at the meeting may appoint a Judge or Judges.

2.9. Proxies. Each shareholder entitled to vote at a meeting of shareholders may vote in person, or may authorize another person or persons to act for him or her by proxy. Any proxy may be signed by such shareholder or by his or her authorized officer, director, employee, or agent signing such writing or causing his or her signature to be affixed to such writing by any reasonable means including, but not limited to. facsimile signature, and shall be delivered to the Secretary of the Corporation, or may be authorized by telegram, cablegram or other means of electronic transmission; however, any such telegram, cablegram, or other means of electronic transmission shall be submitted with information from which it can be determined that the telegram, cablegram or other electronic transmission was authorized by the shareholder. If it is determined that such telegrams, cablegrams, or other electronic transmissions are valid, the Judges of Election or other such persons making that determination, shall specify the information upon which they relied. Any copy, facsimile telecommunication, or other reliable reproduction

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of the writing or transmission may be substituted or used in lieu of the original writing or transmission, for all purposes for which the original writing or transmission could be used; however, such copy, facsimile telecommunication, or other reliable reproduction shall be a complete reproduction of the entire original writing or transmission. No proxy shall be valid after the expiration of eleven months from the date of its execution unless some other definite period of validity shall expressly be provided in the proxy; but in no case shall an outstanding proxy be valid for longer than three years. A proxy shall be revocable at will, unless otherwise validly provided by agreement or by any provision of the proxy. The revocation of a proxy (if revocable) shall not be effective until written notice thereof has been given to the Secretary of the Corporation, or unless a proxy of later date is filed with the Secretary at or before the meeting. (Amended 3-21-05)

2.10. Adjournments; Postponements; Cancellation. Adjournments of any annual or special meeting of shareholders may be taken without new notice being given unless a new record date is fixed for the adjourned meeting, but any meeting at which directors are to be elected shall be adjourned only from day to day until such directors shall have been elected. Any previously scheduled shareholders meeting may be postponed, and any special meeting of shareholders may be canceled, by resolution of the Board upon public notice given prior to the date previously scheduled for such meeting, except as may otherwise be required by law or the Articles of Incorporation.

2.11. Lack of Quorum. If a meeting cannot be organized because a quorum has not attended, those present may adjourn the meeting to such time and place as they may determine, subject, however, to the provisions of Section 2.10 hereof. In the case of any meeting called for the election of directors, those who attend the second of such adjourned meetings, although less than a quorum as fixed in Section 2.6 hereof, shall nevertheless constitute a quorum for the purpose of electing directors.

2.12. Nature of Business.

A. Except as otherwise provided in Section 3.6 of these By-Laws or required by applicable law, the only items of business which shall be conducted at any meeting of shareholders shall (i) have been specified in the written notice of the meeting given in accordance with Section 2.4 of these By-Laws, (ii) be brought before the meeting at the direction of the Board or the presiding officer of the meeting, (iii) have been submitted to the Corporation in compliance with Rule 14a-8 under the Securities Exchange Act of 1934, to the extent and only to the extent that such rule requires that such proposal be submitted to shareholders notwithstanding the provisions of these By-laws or (iv) be brought in accordance with the provisions of Article 9D of the Article of Incorporation.

B. The presiding officer at the meeting may refuse to acknowledge any proposed item of business not in compliance with the foregoing.

C. Anything to the contrary in these By-laws notwithstanding, no item of business may be conducted at a shareholders meeting that is not permitted by law.

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Section 3. DIRECTORS

3.1 Number. The number of authorized directors shall be twelve, provided that if after proxy materials for any annual meeting of shareholders are mailed to shareholders any person named therein to be nominated at the direction of the Board of Directors becomes unable or unwilling to serve, and the Board of Directors has not named a replacement nominee, the foregoing number of authorized directors shall be automatically reduced by a number equal to the number of such persons; and provided further that upon the consummation of any transaction involving the acquisition by the Corporation, directly or indirectly, of another entity (“Target Corporation”), where the acquisition agreement with respect thereto provides that designees of the Target Corporation shall become members of the Board of Directors, the number of authorized directors shall be increased automatically by the number of such designees. When the number of directors is changed, the Board of Directors shall determine the class or classes to which the increased or decreased number of directors shall be apportioned.

3.2. General Powers; Election. All of the corporate powers shall be vested in, and the business and affairs of the Corporation shall be managed by, the Board of Directors. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts things which are not by law, the Articles of Incorporation or these By-laws directed or required to be done by the Chief Executive Officer or the shareholders. Directors shall be elected at the annual meeting of shareholders as specified in Article 6B of the Articles of Incorporation and shall hold office for three years or until their successors are chosen and have qualified.

3.3. Vacancies. Except as otherwise provided in the Articles of Incorporation or these By-laws, (a) the office of a director shall become vacant if he dies, resigns, or is removed from office, and (b) the Board of Directors may declare vacant the office of a director if (i) he is interdicted or adjudicated an incompetent, (ii) an action is filed by or against him, or any entity of which he is employed as his principal business activity, under the bankruptcy laws of the United States, (iii) in the sole opinion of the Board of Directors he becomes incapacitated by illness or other infirmity so that he is unable to perform his duties for a period of six months or longer, or (iv) he ceases at any time to have the qualifications required by law, the Articles of Incorporation or these By-laws. The remaining directors may, by a majority vote, fill any vacancy on the Board of Directors (including any vacancy resulting from an increase in the authorized number of directors, or from the failure of the shareholders to elect the full number of authorized directors) for an unexpired term; provided that the shareholders shall have the right at any special meeting called for such purposes prior to action by the Board of Directors to fill the vacancy.

3.4. Eligibility for Nomination or Election. No person shall be eligible for nomination or election as a director who:

(1) shall have attained the age of 70 years, or

(2) while a director of the Corporation was absent during his annual term of office from more than one-third of the aggregate number of meetings of the Board of Directors and Committees of which he was a member, unless the failure to so attend resulted from illness or

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other reason determined by the Executive Committee of the Corporation to excuse such failure to attend; provided that nothing herein shall be deemed to be in derogation of the power of the Board of Directors to declare the office of a director vacant as provided in Section 3.3(b).

3.5. Chairman of the Board. At the first meeting of each newly-elected Board of Directors, or at such other time when there shall be a vacancy, the Board of Directors shall elect one of its members as Chairman of the Board to serve at the pleasure of the Board of Directors. The Chairman of the Board shall, if present, open and close all meetings of the Board of Directors and the shareholders, shall preside at all meetings of the Board of Directors, shall be authorized to call special meetings of the Board of Directors as provided in Section 4.4, and shall have such other powers and duties as may be prescribed by the Board of Directors. The Board of Directors may determine the compensation of the Chairman of the Board.

3.6. Shareholder Nomination of Director Candidates.

A. Nominations for the election of Directors may be made by or at the direction of the Board or by any shareholder entitled to vote in the election of Directors generally. However, any such shareholder may nominate one or more persons for election as Directors at a meeting only in compliance with Article 6F of the Articles of Incorporation.

B. The presiding officer at the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing.

Section 4. MEETINGS OF THE BOARD OF DIRECTORS

4.1. Place of Meetings. The meetings of the Board of Directors shall be held in the Board Room at the Corporation’s principal office or at such other place within or without the State of Louisiana as the Board of Directors may from time to time appoint or as may be fixed in the notice of a special meeting given pursuant to Section 4.4 hereof.

4.2. Annual Meeting. The first meeting of each newly-elected Board of Directors shall be held following and on the same day as the annual shareholders’ meeting in the Board Room at the Corporation’s principal office or at such other place as the Board of Directors may determine, and no notice of such first meeting shall be necessary to the newly-elected directors in order legally to constitute the meeting.

4.3. Regular Meeting; Notice. Regular meetings of the Board of Directors shall be held at the offices of the Corporation on the third Wednesday of each month, other than the Annual Meeting, but the Board may at any regular or special meeting change the date of any next succeeding regular meeting, and the Chief Executive Officer may change the date of any regular meeting on at least 5 days notice. Notice of regular meetings of the Board of Directors set by the Board of Directors shall not be required.

4.4. Special Meeting; Notice. Special meetings of the Board of Directors may be called by the Authorized Person on two days notice given to each director, either personally or by telephone, mail or telegram. Special meetings shall be called by the Authorized Person in like

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manner and on like notice on the written request of a majority of the Board of Directors and, if the Authorized Person fails or refuses or is unable to call a special meeting within twenty-four hours of such request, then a majority of the Board of Directors may call the special meeting on two days notice given to each director. As used in this Section 4.4, the term “Authorized Person” shall mean the Chief Executive Officer or the Chairman of the Board.

4.5. Quorum: Adjournments. A majority of the Board of Directors shall be necessary to constitute a quorum for the transaction of business, and except as otherwise provided by law or these By-laws, the acts of a majority of the directors present at a meeting at which a quorum is present and shall be the acts of the Board of Directors. If a quorum is not present at any meeting of the Board of Directors, the directors present may adjourn the meeting from time to tome, without notice other than announcement at the meeting, until a quorum is present.

4.6. Withdrawal. If a quorum is present when a meeting of the Board of Directors or a committee thereof is convened, the directors present may continue to do business, taking action by vote of a majority of a quorum, until adjournment, notwithstanding the withdrawal of enough directors to leave less than a quorum, or the refusal of any director present to vote.

4.7. Action by Consent. Any action which may be taken at a meeting of the Board of Directors or any committee thereof may be taken by a consent in writing signed by all of the directors or by all members of the committee, as the case may be, and filed with the records of proceedings of the Board of Directors or committee.

4.8. Meeting by Telephone or Similar Communications. Members of the Board of Directors may participate at and be present at any meeting of the Board of Directors or any committee thereof by means of conference telephone or similar communications equipment if all persons participating in such meeting can hear and communicate with each other. Participation in a meeting pursuant to this Section 4.8 shall constitute presence in person at such meeting, except where a person participates in the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or commenced.

4.9. Compensation. Directors who are not salaried officers of the Corporation or any of its subsidiaries shall be entitled to such compensation for their services as directors, and all directors shall be entitled to such reimbursement for any reasonable expenses incurred in attending meetings of the Board of Directors or any committee thereof, as may from time to time be determined by the Board of Directors.

Section 5. COMMITTEES OF THE BOARD OF DIRECTORS

5.1. Designation. The Board of Directors may designate one or more committees, each committee to consist of not less than three directors of the Corporation (and one or more directors may be named as alternate members to replace any absent or disqualified regular members), which, to the extent provided by resolution of the Board of Directors of these By-laws, shall have and may exercise the powers of the Board of Directors or these By-laws, shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the Corporation. The members of each committee shall be nominated by the

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Executive Committee, if the Board has designated an Executive Committee, or the Chief Executive Officer if it has not, and approved by the Board of Directors, and, in a similar manner, one of the members of each committee shall be selected as its Chairman, who shall be authorized to call all meetings of such committee, to preside at all such meetings and to appoint a Secretary (who may be an officer of the Corporation or any of its subsidiaries) to keep regular minutes of its meetings and report the same to the Board of Directors when required. Such committee or committees shall have such name or names as may be stated in these By-laws, or as may be determined, from time to time, by the Board of Directors. Any vacancy occurring in any such committee shall be filled in the same manner as appointments are made, but the Chief Executive Officer may designate another director to serve on the committee pending action by the Board of Directors. Each such committee shall hold office during the term of the Board of Directors constituting it, unless otherwise ordered by the Board of Directors. The Chief Executive Officer shall be an ex-officio member of all standing Committees other than the Compensation Committee.

Section 6. NOTICES

6.1. Form of Delivery. Whenever under the provisions of law, the Articles of Incorporation or these By-laws, notice is required to be given to any director or shareholder, it shall not be construed to mean personal notice unless otherwise specifically provided in the Articles of Incorporation or these By-laws, but said notice may be given by mail, addressed to such director or shareholder at his address as it appears on the records of the Corporation, with postage thereon prepaid. Such notices shall be deemed to be given at the time they are deposited in the United States mail. Notice to a director pursuant to Section 4.4 hereof may also be given personally or by telephone or telegram sent to his address as it appears on the records of the Corporation.

6.2. Waiver. Whenever any notice is required to be given by law, the Articles of Incorporation or these By-laws, a waiver thereof in writing signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed equivalent thereto. In addition, notice shall be deemed to have been given to, or waived by, any shareholder or director who attends a meeting of shareholders or directors in person, or is represented at such meeting by proxy, without protesting at the commencement of the meeting the transaction of any business because the meeting is not lawfully called or convened.

Section 7. OFFICERS

7.1. Designations. The officers of the Corporation shall be a President, a Chief Executive Officer, a Secretary and a Treasurer, and may be one or more of the following: Senior Executive Vice President, Executive Vice President, Senior Vice President, Vice President, Assistant Secretary and Assistant Treasurer. Any two offices may be held by the same person, provided that no person holding more than one office may sign, in more than one capacity, any certificate or other instrument required by law to be signed by two officers. No officer other than the Chief Executive Officer need be a director.

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7.2. Appointment of Certain Officers. At the first meeting of each newly-elected Board of Directors, or at such other time when there shall be a vacancy, the Board of Directors shall select a Chief Executive Officer, who it shall also elect to the Board of Directors, and it shall also select a President, a Secretary and a Treasurer, each of whom shall serve for one year or until his successor is elected and has qualified.

7.3 Appointment of Other Officers. As soon as practicable after his selection, the Chief Executive Officer may appoint one or more of each of the following officers. Senior Executive Vice President, Executive Vice President, Senior Vice President, Vice President, Assistant Secretary and Assistant Treasurer, and shall reasonably inform the Board of Directors of such appointees and of terminations and resignations. The Chief Executive Officer may also appoint such other officers, employees and agents of the Corporation as he may deem necessary; or he may vest the authority to appoint any such other officers, employees and agents in such other of the officers of the Corporation as he deems appropriate, subject in all cases to his direction. Subject to these By-laws, all of the officers, employees and agents of the Corporation shall hold their offices or positions at the pleasure of the Board of Directors or the Chief Executive Officer.

7.4. Compensation. The salary and any bonus of the Chief Executive Officer shall be fixed by the Board or, if appointed, the Compensation Committee. The salaries and bonuses of all other officers and employees of the Corporation shall be fixed from time to time by the Chief Executive Officer, except that no officer or employee may be paid a salary and bonus in excess of the salary and bonus of the Chief Executive Officer without the approval of the Board or Compensation Committee. No officer shall be prevented from receiving such salary or bonus by reason of the fact that he is also a director of the Corporation.

7.5. Removal. Any officer or employee of the Corporation may be removed, with or without cause, at any time by the action of the Board of Directors or the Chief Executive Officer, but such removal shall not prejudice the contract rights, if any, of the person so removed. Any vacancy occurring in any office of the Corporation other than his own may be filled by the Chief Executive Officer.

7.6. Duties and Powers of Officers. The duties and powers of the officers of the Corporation shall be as provided in these By-laws, or as provided for pursuant to these By-laws, or as shall be specified from time to time by the Chief Executive Officer, or (except to the extend inconsistent with these By-laws, or with any provision made pursuant hereto) shall be those customarily exercised by corporate officers holding such offices.

7.7. The Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation and, subject to the direction of the Board of Directors, shall have general charge of the business, affairs and property of the Corporation and general supervision over its officers, employees, and agents. In general, he shall perform all duties incident to his office, and shall see that all orders and resolutions of the Board of Directors are carried into effect. He may delegate any of his authority to any other officer of the Corporation, and he or any other officer of the Corporation appointed or designated by him may execute bonds, notes and other evidences of indebtedness, mortgages, contracts, leases, agreements and

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other instruments except where such documents are required by law to be otherwise signed and executed, and except where the signing and execution thereof shall be exclusively delegated to some other officer or employee of the Corporation by the Board of Directors. He shall preside at all meetings of shareholders. He shall have the authority to vote all shares owned by the Corporation in any other corporation (including but not limited to any subsidiary of the Corporation) and to otherwise exercise all of the rights afforded shareholders of such other corporations, in whatever manner he may, in his discretion, deem in the best interest of the Corporation. He may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. Whenever the consent of the Corporation is required under the Articles of Incorporation or By-laws of any affiliate of the Corporation, such consent may be given him or any officer of the Corporation designated by him, and the giving of such consent shall constitute the consent of the Corporation. He may cause the Corporation or any subsidiary of the corporation to engage in any business activity permitted to bank holding companies and their subsidiaries, and may form or cause to be formed subsidiary corporations or other entities to engage in such business.

7.8. The President. The President, when not the Chief Executive Officer, shall have such duties and powers as shall be specified from time to time of the Board of Directors or Chief Executive Officer.

7.9. The Secretary. The Secretary shall have such duties and powers as those customarily exercised by persons holding the office of Secretary and, except as otherwise provided by law or these B-laws, such duties and power as shall be specified from time to tome by the Chief Executive Officer.

7.10. The Assistant Secretary. The Assistant Secretary, if any (or, in the event there be more than one, the Assistant Secretaries in the order determined by the President or in the absence of any designation, then in the order of their appointment), shall, in the absence of the Secretary or, in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as these By-laws or the Chief Executive Officer may from time to time prescribe.

7.11. The Treasurer. Except as otherwise provided by law or these By-laws, the Treasurer shall have such duties and powers as shall be specified from time to time by the Chief Executive Officer.

7.12. The Assistant Treasurer. The Assistant Treasurer, if any (or, if there shall be more than one, the Assistant Treasurers in the order determined by the Chief Executive Officer, or in the absence of any designation, then in order of their appointment), shall, in the absence of the Treasurer or, in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer, and shall perform such other duties and have such other powers as the Chief Executive Officer may from time to time prescribe.

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Section 8. STOCK

8.1. Certificates. Every holder of stock in the Corporation shall be entitled to have a certificate signed by the Chief Executive Officer and the Treasurer or the Secretary or an Assistant Secretary of the Corporation evidencing the number and class (and series, if any) of shares owned by him, containing such information as required by law and bearing the seal of the Corporation, if any. If any stock certificate is manually signed by a transfer agent or registrar other than the Corporation itself or an employee of the Corporation, the signature of any such officer may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

8.2. Missing Certificates. The Chief Executive Officer or the Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Chief Executive Officer or the Board of Directors may, in his or their discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stole nor destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as he or it shall require and/or to give a bond in such sum as he or it may deem appropriate as indemnity against any claim that may be made against the Corporation or any other person with respect to the certificate claimed to have been lost, stolen or destroyed.

8.3. Registration of Transfers. Upon surrender to the Corporation or any transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, to cancel the old certificate and to record the transaction upon its books.

Section 9. DETERMINATION OF SHAREHOLDERS

9.1. Record Date. In order that the Corporation may determine shareholders entitled to notice of an to vote at a meeting of shareholders or any adjournment thereof, or to receive payment of any dividend or other distribution or allotment of any rights, or to exercise any right in respect of any exchange, conversion or exchange of shares, or to participate in a reclassification of stock, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a record date for determination of shareholders for such purpose, such date to be not more than sixty days and, if fixed for the purpose of determining shareholders entitled to notice of and to vote at a meeting, not less than ten days, prior to the date on which the action requiring the determination of shareholders is to be taken. Except as the Board of Directors may provide otherwise, if no record date is fixed for the purpose of determining shareholders (a) entitled to notice of and to vote at a meeting, the close of business on the day before the notice of the meeting is mailed, or, if notice is waived, the close of business on the day before the meeting, shall be the record date for such purposed, or (b) for any

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other purpose, the close of business on the day on which the Board of Directors adopts the resolution relating thereto shall be the record date for such purpose. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

9.2. Registered Shareholders. Except as otherwise required by law, the Corporation and its directors, officers and agents, shall be entitled to recognize and treat a person registered on its books as the owner of shares, as the owner in the fact thereof for all purposes, and as the person exclusively entitled to have and to exercise all rights and privileges incident to the ownership of such shares, and the rights under this Section 9.2 shall not be affected by any actual or constructive notice which the Corporation, or any of its directors, officers, employees or agents, may have to the contrary.

Section 10. MISCELLANEOUS

10.1. Checks. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors or the Chief Executive Officer may from time to time designate.

10.2. Investment Accounts. The Chief Executive Officer and such officers as he may from time to time designate are hereby authorized and empowered to open and close accounts for the Corporation with any person, partnership, or other entity for the purpose of the purchase and sale of securities of whatever type.

10.3. Other Accounts. The Chief Executive Officer and such officer or officers as he may from time to time designate are authorized and empowered to open and close one or more accounts of any type or types with any one or more banks, savings and loan associations, or other institutions and to make deposits to, transfers to or from, and withdrawals from, such accounts, and to take any and all other actions with respect thereto as they in their sole discretion shall deem necessary or advisable.

10.4. Purchase and Sale of Investment Securities. The Chief Executive Officer and such officer or officers as he may from time to time designate are hereby authorized and empowered to purchase and sell, for and on behalf of the Corporation, any securities issued by any corporation, partnership or other entity, in such amounts and for such consideration as the Chief Executive Officer or other designated officer or officers shall determine, except that the Chief Executive Officer and such designated officer or officers shall have no authority to sell any shares of the capital stock of any subsidiary of the Corporation owned by the Corporation other than to the Corporation or to another wholly-owned subsidiary of the Corporation.

10.5. Lending and Borrowing Funds. The Chief Executive Officer and such officers as he may from time to time designate shall have the authority to loan and borrow funds on behalf of the Corporation in such amounts and on such terms, including the pledge of assets, as they shall deem appropriate in furtherance of the business of the Corporation, and, in connection with the foregoing and the investment of proceeds of borrowings shall have the authority to sign,

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execute, acknowledge, verify, deliver or accept on behalf of the Corporation all agreements, contracts, loan agreements, indentures, mortgages, security instruments or documents in connection with the extension or repayment of any lines of credit and/or the making or repayment of any loans and investments.

10.6. Fiscal Year. The fiscal year shall be the calendar year until determined otherwise by the Board of Directors.

10.7. Seal. The corporate seal shall have inscribed thereon the name of this Corporation, the year of its organization and the words “Corporate Seal, Louisiana.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or otherwise reproduced. Failure to affix the corporate seal shall not, however, affect the validity of any instrument.

10.8. Gender. All pronouns and variations thereof used in these By-laws shall be deemed to refer to the masculine, feminine or neuter gender, singular or plural, as the identity of the person, persons, entity or entities referred to require.

Section 11. INDEMNIFICATION

11.1. Definitions. As used in this Section the following terms shall have the meanings set out below:

(a) “Board” - the Board of Directors of the Corporation.

(b) “Claim” - any threatened or pending or completed claim, action, suit, or proceeding, whether civil, criminal, administrative or investigative and whether made judicially or extra-judicially, or any separate issue or matter therein, as the context requires.

(c) “Determining Body” - (i) those members of the Board who are not named as parties to the Claim for which indemnification is being sought (“Impartial Directors”), if there are at least three Impartial Directors, or (ii) a committee of at least three directors appointed by the Board (regardless whether the members of the Board of Directors voting on such appointment are Impartial Directors) and composed of Impartial Directors or (iii) if there are fewer than three Impartial Directors or if the committee appointed pursuant to clause (ii) of this paragraph so directs (regardless whether the members thereof are Impartial Directors), independent legal counsel, which may be the regular outside counsel of the Corporation.

(d) “Disbursing Officer” - the Chief Executive Officer of the Corporation or, if the Chief Executive Officer is a party to the Claim for which indemnification is being sought, any officer not a party to such Claim who is designated by the Chief Executive Officer to be the Disbursing Officer with respect to indemnification requests related to the Claim, which designation shall be made promptly after receipt of the initial request for indemnification with respect to such Claim.

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(e) “Expenses” - any expenses or costs 9inluding, without limitation, attorney’s fees, judgments, punitive or exemplary damages, fines and amounts paid in settlement).

(f) “Indemnitee” - each person who is or was a director or officer of the Corporation or the spouse of such person.

11.2. Indemnity.

(a) To the extent such Expenses exceed the sum of amounts paid or due under or pursuant to (i) policies of liability insurance maintained by the Corporation, (ii) policies of liability insurance maintained by or on behalf of the Indemnitee, and (iii) provisions for indemnification in the by-laws, resolutions or other instruments of any entity other than the Corporation, the Corporation shall indemnify Indemnitee against any Expenses actually and reasonably incurred by him (as they are incurred) in connection with any Claim either against him or as to which he is involved solely as a witness or person required to give evidence, by reason of his position

(i) as a director or officer of the Corporation,

(ii) as a director or officer or any subsidiary of the Corporation or as a fiduciary with respect to any employee benefit plan of the Corporation,

(iii) as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other for profit or not for profit entity or enterprise, if such position is or was held at the request of the Corporation, or

(iv) as the spouse of any person who is or was a director or officer of the Corporation with respect to any Claim involving the spouse arising by reason of such person’s position as described in clauses (i), (ii) or (iii), whether relating to service in such position before or after the effective date of this Section, if he (i) is successful in his defense of the Claim on the merits or otherwise or (ii) has been found by the Determining Body (acting in good faith) to have met the Standard of Conduct; provided that (A) the amount otherwise payable by the Corporation may be reduced by the Determining Body to such amount as it deems proper if it determines that the Claim involved the receipt of a personal benefit by Indemnitee, and (B) no indemnification shall be made in respect of any Claim as to which Indemnitee shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there from, to be liable for willful or intentional misconduct in the performance of his duty to the Corporation or to have obtained an improper personal benefit, unless, and only to the extent that, a court shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such Expenses as the court deems proper.

(b) The Standard of Conduct is met when the conduct by an Indemnitee with respect to which a claim is asserted was conduct that he reasonably believed to be in, or not

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opposed to, the best interest of the Corporation, and, in the case of a criminal action or proceeding, that he had no reasonable cause to believe was unlawful. The termination of any Claim by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not meet the Standard of Conduct.

(c) Promptly upon becoming aware of the existence of any Claim as to which he may be indemnified hereunder, Indemnitee shall notify the Chief Executive Officer of the Corporation of the Claim and whether he intends to seek indemnification hereunder. If such notice indicates that Indemnitee does so intend, the Chief Executive Officer shall promptly advise the Board thereof and notify the Board that the establishment of the Determining Body with respect to the Claim will be a matter presented at the next regularly scheduled meeting of the Board. After the Determining Body ahs been established the Chief Executive Officer shall inform the Indemnitee thereof and Indemnitee shall immediately provide the Determining Body with all facts relevant to the Claim known to him. Within 60 days of the receipt of such information, together with such additional information as the Determining Body may request of Indemnitee, the Determining Body shall determine, and shall advise Indemnitee of is determination, whether Indemnitee has met the Standard of Conduct. The Determining Body may extend such sixty-day period by no more than an additional sixty-days.

(d) Indemnitee shall promptly inform the Determining Body upon his becoming aware of any relevant facts not therefore provided by him to the Determining Body, unless the Determining Body has obtained such facts by other means. If, after determining that the Standard of Conduct has been met, the Determining Body obtains facts of which it was not aware at the time it made such determination, the Determining Body on its own motion, after notifying the Indemnitee and providing him and opportunity to be heard, may, on the basis of such facts, revoke such determination, provided that in the absence of actual fraud by Indemnitee no such revocation may be made later than thirty days after final disposition of the Claim.

(e) In the case of any Claim not involving a proposed, threatened or pending criminal proceeding,

(i) If Indemnitee has, in the good faith judgment of the Determining Body, met the standard of Conduct, the Corporation may, in it sole discretion after notice to Indemnitee, assume all responsibility for the defense of the Claim, and, in any event, the Corporation and the Indemnitee each shall keep the other informed as to the progress of the defense, including prompt disclosure of any proposals for settlement; provided that if the Corporation is a party to the Claim and Indemnitee reasonably determines that there is a conflict between the positions of the Corporation and Indemnitee with respect to the Claim, then Indemnitee shall be entitled to conduct his defense, with counsel of his choice; and provided further that Indemnitee shall in any event be entitled at his expense to employ counsel chosen by him to participate in the defense of the Claim; and

(ii) The Corporation shall fairly consider any proposals by Indemnitee for settlement of the Claim. If the Corporation (A) proposes a settlement acceptable

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to the person asserting the Claim, or (B) believes a settlement proposed by the person asserting the Claim should be accepted, it shall inform Indemnitee of the terms thereof and shall fix a reasonable date by which Indemnitee shall respond. If Indemnitee agrees to such terms, he shall execute such documents as shall be necessary to effect the settlement. If he does not agree may proceed with the defense of the Claim in any manner he chooses, but if he is not successful on the merits or otherwise, the Corporation’s obligation to indemnify him for any Expenses incurred following his disagreement shall be limited to the lesser of (A) the total Expenses incurred by him following his decision not to agree to such proposed settlement or (B) the amount the Corporation would have paid pursuant to the terms of the proposed settlement. If, however, the proposed settlement would impose upon Indemnitee any requirement to act or refrain from acting that would materially interfere with the conduct of his affairs, Indemnitee may refuse such settlement and proceed with the defense of the Claim, if he so desires, at the Corporation’s expense without regard to the limitations imposed by the preceding sentence. In no event, however, shall the Corporation be obligated to indemnify Indemnitee for any amount paid in a settlement that the Corporation has not approved.

(f) In the case of a Claim involving a proposed, threatened or pending criminal proceeding, Indemnitee shall be entitled to conduct the defense of the Claim, and to make all decisions with respect thereto, with counsel of his choice; provided that the Corporation shall not be obligated to indemnify Indemnitee for an amount paid in settlement that the Corporation has not approved.

(g) After notifying the Corporation of the existence of a Claim, Indemnitee may from time to time request the Corporation to pay the Expenses (other than judgments, fines, penalties or amounts paid in settlement) that he incurs in pursuing a defense of the Claim prior to the time that the Determining Body determines whether the Standard of Conduct has been met. If the Disbursing Officer believes the amount requested to be reasonable, he shall pay to Indemnitee the amount requested (regardless of Indemnitee’s apparent ability to repay such amount) upon receipt of an undertaking by or on behalf of Indemnitee to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation under the circumstances. If the Disbursing Officer does not believe such amount to be reasonable, theCorporation shall pay the amount deemed by him to be reasonable and Indemnitee may apply directly to the Determining Body for the remainder of the amount requested.

(h) After it has been determined that the Standard of Conduct was met, for so long and to the extent that the Corporation is required to indemnify Indemnitee under this Agreement, the provisions of Paragraph (g) shall continue to apply with respect to Expenses incurred after such time except that (i) no undertaking shall be required of Indemnitee and (ii) the Disbursing Officer shall pay to Indemnitee such amount of any fines, penalties or judgments against him which have become final as the Corporation is obligated to indemnify him.

(i) Any determination by the Corporation with respect to settlements of a Claim shall be made by the Determining Body.

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(j) The Corporation and Indemnitee shall keep confidential, to the extent permitted by law and their fiduciary obligations, all facts and determinations provided or made pursuant to or arising out of the operation of this Agreement, and the Corporation and Indemnitee shall instruct it or his agents and employees to do likewise.

11.3. Enforcement.

(a) The rights provided by this Section shall be enforceable by Indemnitee in any court of competent jurisdiction.

(b) If Indemnitee seeks a judicial adjudication of his rights under this Section Indemnitee shall be entitled to recover from the Corporation, and shall be indemnified by the Corporation against, any and all Expenses actually and reasonably incurred by him in connection with such proceeding but only if he prevails therein. If it shall be determined that Indemnitee is entitled to receive part but not all of the relief sought, then the Indemnitee shall be entitled to be reimbursed for all Expenses incurred by him in connection with such judicial adjudication if the amount to which he is determined to be entitle exceeds 50% of the amount of his claim. Otherwise, the Expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately prorated.

(c) In any judicial proceeding described in this subsection, the Corporation shall bear the burden of proving that Indemnitee is not entitled to any Expenses sought with respect to any Claim.

11.4. Saving Clause. If any provision of this Section is determined by a court having jurisdiction over the matter to require the Corporation to do or refrain from doing any act that is in violation of applicable law, the court shall be empowered to modify or reform such provision so that, as modified or reformed, such provision provides the maximum indemnification permitted by law, and such provision, as so modified or reformed, and the balance of this Section, shall be applied in accordance with their terms. Without limiting the generality of the foregoing, if any portion of this Section shall be invalidated on any ground, the Corporation shall nevertheless indemnify an Indemnitee to the full extent permitted by any applicable portion of this Section that shall not have been invalidated and to the full extent permitted by law with respect to that portion that has been invalidated.

11.5. Non-Exclusivity.

(a) The indemnification and advancement of Expenses provided by or granted pursuant to this Section shall not be deemed exclusive of any other rights to which Indemnitee is or may become entitled under any statute, article of incorporation, by-law, authorization of shareholders or directors, agreement, or otherwise.

(b) It is the intent of the Corporation by this Section to indemnify and hold harmless Indemnitee to the fullest extent permitted by law, so that if applicable law would permit the Corporation to provide broader indemnification rights than are currently permitted, the

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Corporation shall indemnify and hold harmless Indemnitee to the fullest extent permitted by applicable law notwithstanding that the other terms of this Section would provide for lesser indemnification.

11.6. Successors and Assigns. This Section shall be binding upon the Corporation, its successors and assigns, and shall inure to the benefit of the Indemnitee’s heirs, personal representatives, and assigns and to the benefit of the Corporation, its successors and assigns.

11.7. Indemnification of Other Persons.

(a) The Corporation may indemnify and person not covered by Sections 11.1 through 11.6 to the extent provided in a resolution of the Board or a separate Section of these By-laws.

(b) Section 11 of these B-laws as in effect immediately prior to the adoption of this section 11.7 shall remain in effect with respect to persons not covered by Section 11.1 through 11.6 to the extent necessary to satisfy the Corporation’s contractual obligations entered into prior to such date to provide indemnification to directors and officers of corporations or banks acquired by the Corporation.

(c) Nothing in this Section 11 shall obligate the Corporation to indemnify or advance expenses to any person who was a director, officer or agent of any corporation merged into this Corporation or otherwise acquired by this Corporation. Any such person’s right to indemnification or advancement of expenses, if any, shall consist of those rights contained in the agreement relating to such merger or acquisition.

Section 12. AMENDMENTS

These By-laws may be amended or repealed or new By-laws may be adopted in the manner specified in Article 11B of the Articles of Incorporation.

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EX-23.1

Exhibit 23.1

Consent of Independent Auditors

We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-135359, 333-79811, 333-130273, 333-117356, 333-64402, 333-41970, 333-81315, 333-28859 of IBERIABANK Corporation of our report dated March 17, 2006, with respect to the consolidated financial statements of Pulaski Investment Corporation included in this Current Report on Form 8-K of IBERIABANK Corporation, filed with the Securities and Exchange Commission.

/s/ Kemp & Company

Little Rock, Arkansas

February 6, 2007

EX-23.2

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement Nos. 333-28859, 333-79811, 333-81315, 333-41970, 333-64402, 333-117356, 333-130273, and 333-135359 on Form S-8 of our report dated December 22, 2005 (December 21, 2006 and May 19, 2006 as to the effects of the restatements described in the first and second paragraphs, respectively, in Note 26) related to the consolidated financial statements of Pocahontas Bancorp, Inc. and subsidiaries as of September 30, 2005 and for each of the two years in the period ended September 30, 2005 (which report expresses an unqualified opinion and includes an explanatory paragraph regarding the restatements discussed in Note 26), appearing in this Current Report on Form 8-K of IBERIABANK Corporation.

/s/ Deloitte & Touche LLP

Little Rock, Arkansas

February 6, 2007

EX-23.3

Exhibit 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-135359, 333-79811, 333-130273, 333-117356, 333-64402, 333-41970, 333-81315, 333-28859) of IBERIABANK Corporation of our report dated November 21, 2006, with respect to the consolidated financial statements of Pocahontas Bancorp, Inc. and Subsidiaries as of September 30, 2006 and for the year ended September 30, 2006 included in this Current Report on Form 8-K of IBERIABANK Corporation, filed with the Securities and Exchange Commission.

/s/ Kraft CPAs PLLC

Nashville, Tennessee

February 6, 2007

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

February 1, 2007

CONTACT:

Daryl G. Byrd, President and CEO (337) 521-4003

John R. Davis, Senior Executive Vice President (337) 521-4005

IBERIABANK Corporation Announces Completed Acquisition Of Pulaski Investment Corporation

Lafayette, Louisiana – IBERIABANK Corporation (NASDAQ: IBKC), announced completion of the acquisition of Pulaski Investment Corporation, based in Little Rock, Arkansas.

The shareholders of Pulaski Investment Corporation unanimously approved the acquisition by IBERIABANK Corporation. The transaction was completed after the close of business on January 31, 2007. Pulaski Bank and Trust Company will retain its current name and operate as a wholly-owned separate subsidiary of IBERIABANK Corporation. IBERIABANK Corporation recently elected to become a financial holding company. A bank holding company that qualifies as a financial holding company may engage in a broader range of financial activities.

The Company anticipates completion of operating systems and branch conversions over the next two months.

Daryl G. Byrd, President and Chief Executive Officer of IBERIABANK Corporation added, “Our expansion into Arkansas begins. This acquisition also expands our banking franchise into the dynamic suburbs of the Memphis market. Our business becomes more diversified with the largest independent title insurance agency in Arkansas and a nationally recognized high-quality credit card operation. In addition, our annual mortgage production level climbs to nearly $1 billion with mortgage banking operations throughout Arkansas, Memphis, St. Louis, Dallas, and other vibrant markets. We are very excited about our growth prospects associated with this acquisition.”

James C. East, Chairman of Pulaski, commented, “The culmination of the acquisition is another important step forward. We are particularly excited about the opportunities this partnership brings our franchise – exceptional opportunities for our clients, our employees and our communities.”

Hunter East, Chief Executive Officer of Pulaski, commented, “IBERIABANK and Pulaski are very unique, but complementary, organizations. We are delighted to have affiliated with such a fine group of experienced and client-focused bankers. I am personally excited about my continued involvement with the organization and look forward to aiding in the expansion of the franchise.”

Robert Head, President of the Arkansas franchise for IBERIABANK Corporation, added, “We welcome the shareholders, clients, and associates of Pulaski into the IBERIABANK Corporation family. Our respective franchises provide a broad array of products and services to assist the needs of our clients.”

Forward Looking Statements

To the extent that statements in this press release relate to future plans, objectives, financial results or performance of IBERIABANK Corporation, 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. IBERIABANK Corporation’s actual strategies and results in future periods may differ materially from those currently expected due to various risks and uncertainties.

Actual results could differ materially because of factors such as our ability to execute our growth strategy, risks relating to the integration of acquired companies that have previously been operated separately, credit risk of our customers, sufficiency of our allowance for loan losses, changes in interest rates, reliance on the services of executive management, competition for loans, deposits and investment dollars; changes in government regulations and legislation, geographic concentration of our markets, rapid changes in the financial services industry, and hurricanes and other adverse weather events. Other factors that may cause actual results to differ materially from these forward-looking statements are discussed in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission, available at the SEC’s website, www.sec.gov, and the Company’s website, www.iberiabank.com. All information in this release is as of January 31, 2007. The Company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.

In connection with the proposed merger of Pocahontas Bancorp, Inc., IBERIABANK Corporation filed a Registration Statement on Form S-4 that contains a proxy statement/prospectus. INVESTORS AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION BECAUSE IT CONTAINS IMPORTANT INFORMATION.

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Investors and security holders may obtain a free copy of the proxy statement/prospectus and other documents containing information about IBERIABANK and Pocahontas without charge, at the SEC’s web site at HTTP://www.sec.gov. Copies of the proxy statement/prospectus and the SEC filings incorporated by reference in the proxy statement/prospectus may also be obtained for free by directing a request to: Investor Relations-12^th Floor, IBERIABANK Corporation, 200 West Congress Street, Lafayette, LA, 70501, Phone: (337) 521-4788, Fax: (337) 521-4021 or to Dwayne Powell, President and CEO, Pocahontas Bancorp, Inc., 1700 East Highland Drive, Jonesboro, AR 72401, Phone: (870) 802-1700, Fax: (870) 802-5945.

IBERIABANK Corporation and its directors and executive officers may be deemed to be “participants in the solicitation” of stockholders of Pocahontas Bancorp, Inc. in connection with the proposed transactions. Information concerning directors and executive officers and their direct or indirect interests, by security holdings or otherwise, can be found in the definitive proxy statement of IBERIABANK Corporation filed with the SEC on April 4, 2006.

Pocahontas Bancorp, Inc. and its directors and executive officers may be deemed to be “participants in the solicitation” of stockholders of Pocahontas Bancorp, Inc., in connection with the proposed transaction. Information concerning directors and executive officers and their direct or indirect interests, by security holdings or otherwise, can be found in the definitive proxy statement of Pocahontas Bancorp, Inc., filed with the SEC on January 4, 2006.

This communication is not an offer to purchase shares of Pocahontas common stock, nor is it an offer to sell shares of IBERIABANK Corporation common stock which may be issued in any proposed merger with Pocahontas. Any issuance of IBERIABANK Corporation common stock in any proposed merger with Pocahontas would have to be registered under the Securities Act of 1933, as amended, and such IBERIABANK Corporation common stock would be offered only by means of a prospectus complying with the Act.

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EX-99.2

Exhibit 99.2

FOR IMMEDIATE RELEASE

February 2, 2007

CONTACT:

Daryl G. Byrd, President and CEO (337) 521-4003

John R. Davis, Senior Executive Vice President (337) 521-4005

IBERIABANK Corporation Announces Completed Acquisition Of Pocahontas Bancorp, Inc.

Lafayette, Louisiana – IBERIABANK Corporation (NASDAQ: IBKC), announced completion of the acquisition of Pocahontas Bancorp, Inc., the holding company for First Community Bank , based in Jonesboro, Arkansas.

On February 1, 2007, the shareholders of Pocahontas approved the acquisition by IBERIABANK Corporation. Of the votes cast, 97% voted in favor of the acquisition. The transaction was completed after the close of business on February 1, 2007. For a period of time, First Community Bank will retain its current name and operate as a wholly-owned separate subsidiary of IBERIABANK Corporation. During the next three months, First Community Bank and Pulaski Bank and Trust will merge and become a single wholly-owned subsidiary of IBERIABANK Corporation. At that time, the subsidiary will operate under the name Pulaski Bank and Trust.

The Company anticipates completion of operating systems and branch conversions over the next three months.

“We are excited to finalize such an important transaction,” said Dwayne Powell, President and Chief Executive Officer of Pocahontas. “We are pleased to be a part of such an outstanding organization that has proven to be a relationship-focused company – committed to local decision-making and local leadership. IBERIABANK has done an outstanding job embracing our team and our community. We look forward to continuing to grow our franchise as one company.”

Daryl G. Byrd, President and Chief Executive Officer of IBERIABANK Corporation stated, “We are delighted to welcome the shareholders, associates and clients of Pocahontas and First Community Bank to our organization. Together, we are building a tremendous banking franchise based on the principles of local decision-making, balanced growth, exceptional asset quality, sound diversification, high performance, and shareholder returns.”

On February 1, 2007, the Company announced the completion of the acquisition of Pulaski Investment Corporation, based in Little Rock, Arkansas. On a combined basis including IBERIABANK Corporation, Pulaski Investment Corporation, and Pocahontas Bancorp, Inc., the entity had:

• $4.4 billion in assets (an increase of 38% compared to IBERIABANK Corporation on a standalone basis),

• 85 banking offices (an increase of 66%) in Louisiana, Arkansas, Tennessee and Oklahoma,

• Two bank loan production offices in Fayetteville, AR and Southaven, MS (a suburb of Memphis),

• 27 mortgage offices (an increase of 350%) with an annualized mortgage production level of approximately $1 billion (an increase of 294%) serving clients in eight states,

• 21 title insurance agency offices, the largest independent title insurance agency in Arkansas (a new business line),

• $127 million in trust assets under management (a new business line),

• $48 million in credit card receivables outstanding (an increase of 83%) with clients in all 50 states, and

• Over 1,400 outstanding associates (an increase of 90%).

• Market capitalization of approximately $743 million based on total shares outstanding of approximately 12.7 million and a February 1, 2007 closing price of $58.47.

David Doherty, President of the Northeast Arkansas franchise for IBERIABANK Corporation, added, “Each of the markets we serve operates very differently and our strategic approach to each market varies as well. This combination provides significant diversification, unique growth opportunities, and favorable shareholder returns. With this merger, our clients in Northeast Arkansas will benefit from additional products, services, and expertise. Banking convenience is outstanding, as our clients have one of the most comprehensive bank distribution systems in Northeast Arkansas.”

Forward Looking Statements

To the extent that statements in this press release relate to future plans, objectives, financial results or performance of IBERIABANK Corporation, 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. IBERIABANK Corporation’s actual strategies and results in future periods may differ materially from those currently expected due to various risks and uncertainties.

2

Actual results could differ materially because of factors such as our ability to execute our growth strategy, risks relating to the integration of acquired companies that have previously been operated separately, credit risk of our customers, sufficiency of our allowance for loan losses, changes in interest rates, reliance on the services of executive management, competition for loans, deposits and investment dollars; changes in government regulations and legislation, geographic concentration of our markets, rapid changes in the financial services industry, and hurricanes and other adverse weather events. Other factors that may cause actual results to differ materially from these forward-looking statements are discussed in the Company’s Annual Report on Form 10-K and other filings with the Securities and Exchange Commission, available at the SEC’s website, www.sec.gov, and the Company’s website, www.iberiabank.com. All information in this release is as of February 1, 2007. The Company undertakes no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company’s expectations.

3

EX-99.3

Exhibit 99.3

PULASKI INVESTMENT CORPORATION

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

AT DECEMBER 31, 2005 AND 2004

Report of Independent Auditors

The Board of Directors and Shareholders

Pulaski Investment Corporation

We have audited the accompanying consolidated balance sheets of Pulaski Investment Corporation and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of income, shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2005. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pulaski Investment Corporation and subsidiaries as of December 31, 2005 and 2004, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, in conformity with accounting principles generally accepted in the United States of America.

/s/ Kemp & Company

Little Rock, Arkansas

March 17, 2006

PULASKI INVESTMENT CORPORATION

CONSOLIDATED BALANCE SHEETS

December 31, 2005 and 2004

	2005			2004
ASSETS
Cash and due from banks	$	28,117,268		$	18,114,442
Investment securities
Held-to-maturity securities (approximate fair values of $227,781 in 2005 and $287,984 in 2004)		230,000			285,000
Available-for-sale securities		76,245,144			43,820,608
		76,475,144			44,105,608
Loans - net		328,330,294			320,189,991
Premises and equipment, net		23,841,287			21,918,928
Accrued interest receivable		1,649,042			1,065,572
Other real estate owned		323,408			24,000
Goodwill		612,734			554,823
Title plants		6,232,626			5,405,376
Other intangible assets, net		567,576			591,216
Other assets		5,667,891			7,315,717
	$	471,817,270		$	419,285,673
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest bearing	$	82,183,257		$	71,254,152
Interest bearing		313,587,860			247,051,160
		395,771,117			318,305,312
Federal funds purchased		-0-			8,000,000
Other borrowed funds		26,679,783			50,475,365
Accrued interest payable		616,273			457,130
Other liabilities		8,729,145			6,666,618
Total liabilities		431,796,318			383,904,425
Shareholders’ equity:
Common stock, par value $.25		609,839			609,839
Additional paid-in capital		698,887			698,887
Retained earnings		39,132,865			34,307,997
Accumulated other comprehensive income		(420,639	)		(235,475	)
Total shareholders’ equity		40,020,952			35,381,248
	$	471,817,270		$	419,285,673

See notes to consolidated financial statements.

2

PULASKI INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME

Years ended December 31, 2005, 2004 and 2003

	2005		2004		2003
Interest income:
Loans, including fees	$	25,853,581	$	20,286,907	$	21,552,420
Investment securities:
Taxable		1,234,227		1,350,242		1,729,470
Tax-exempt		8,689		10,710		11,320
Other		521,581		198,139		249,161
		27,618,078		21,845,998		23,542,371
Interest expense:
Deposits		6,057,836		2,957,529		3,873,341
Other		1,762,151		1,271,832		1,212,827
		7,819,987		4,229,361		5,086,168
Net interest income		19,798,091		17,616,637		18,456,203
Provision for loan losses		1,782,768		838,000		720,000
Net interest income after provision for loan losses		18,015,323		16,778,637		17,736,203
Other income:
Income from fiduciary activities		857,270		998,320		843,438
Service charges on deposit accounts		1,691,277		1,375,556		1,450,665
Gain on sale of mortgage loans held for sale		9,453,049		9,467,415		14,149,516
Net gains on sales of available-for-sale securities		-0-		-0-		383,592
Net gain on sale of credit card loans		5,909,491		-0-		-0-
Other		21,254,432		19,100,147		20,692,634
		39,165,519		30,941,438		37,519,845
Other expenses:
Salaries and employee benefits		29,054,773		26,461,366		30,031,333
Net occupancy expense and furniture and equipment expense		5,953,668		4,806,062		4,483,387
Other		11,976,418		8,615,726		9,143,762
		46,984,859		39,883,154		43,658,482
Income before income taxes		10,195,983		7,836,921		11,597,566
Provision for income taxes		3,867,114		3,100,884		4,515,639
Net income	$	6,328,869	$	4,736,037	$	7,081,927

See notes to consolidated financial statements.

3

PULASKI INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

Years ended December 31, 2005, 2004 and 2003

	Common Stock		Capital Surplus		Retained Earnings			Accumulated Other Comprehensive Income			Total
Balance at January 1, 2003	$	607,070	$	401,656	$	26,424,472		$	803,899		$	28,237,097
Comprehensive income
Net income						7,081,927						7,081,927
Other comprehensive income
Change in unrealized gain (losses) on available-for-sale securities, net of deferred income taxes of $(457,311)									(737,025	)		(737,025	)
Total comprehensive income												6,344,902
Cash dividends declared						(2,432,000	)					(2,432,000	)
Balance at December 31, 2003		607,070		401,656		31,074,399			66,874			32,149,999
Comprehensive income
Net income						4,736,037						4,736,037
Other comprehensive income
Change in unrealized gain (losses) on available-for-sale securities, net of deferred income taxes of $(187,602)									(302,349	)		(302,349	)
Total comprehensive income												4,433,688
Sale of Class B common stock (11,076 shares at $27.0856 per share)		2,769		297,231								300,000
Cash dividends declared						(1,502,439	)					(1,502,439	)
Balance at December 31, 2004		609,839		698,887		34,307,997			(235,475	)		35,381,248
Comprehensive income
Net income						6,328,869						6,328,869
Other comprehensive income
Change in unrealized gain (losses) on available-for-sale securities, net of deferred income taxes of $(114,891)									(185,164	)		(185,164	)
Total comprehensive income												6,143,705
Cash dividends declared						(1,504,001	)					(1,504,001	)
Balance at December 31, 2005	$	609,839	$	698,887	$	39,132,865		$	(420,639	)	$	40,020,952

See notes to consolidated financial statements.

4

PULASKI INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

Years ended December 31, 2005, 2004 and 2003

	2005			2004			2003
Operating activities:
Net income	$	6,328,869		$	4,736,037		$	7,081,927
Adjustments to reconcile net income to net cash used by operating activities:
Provision for loan losses		1,782,768			838,000			720,000
Depreciation and amortization		2,498,239			1,694,758			1,665,944
Deferred income taxes		(401,000	)		267,000			(572,000	)
Net gains on sales of available-for-sale securities		-0-			-0-			(383,592	)
Net gain on sale of credit card loans		(5,909,491	)		-0-			-0-
Decrease (increase) in all other assets		1,065,195			(1,758,987	)		(685,452	)
Residential mortgage loans held for sale:
Sales of loans		683,710,948			597,900,139			909,146,994
Loans funded		(680,576,730	)		(604,251,706	)		(872,335,636	)
Increase (decrease) in all other liabilities		2,622,370			(447,432	)		1,497,913
Net cash provided (used) by operating activities		11,121,168			(1,022,191	)		46,136,098
Investing activities:
Net increase in loans not held for sale		(46,704,812	)		(59,734,711	)		(34,205,279	)
Purchases of premises and equipment		(4,301,958	)		(9,482,443	)		(2,798,709	)
Purchase of branching rights		-0-			-0-			(225,000	)
Proceeds from sale of credit card loans		39,257,606			-0-			-0-
Purchases of held-to-maturity securities		-0-			-0-			(250,000	)
Proceeds from maturities of held-to-maturity securities		55,000			55,000			85,000
Proceeds from maturities of available-for-sale securities		11,000,225			30,233,363			60,089,693
Purchases of available-for-sale securities		(43,609,625	)		(11,533,799	)		(72,086,859	)
Proceeds from sales of available-for-sale securities		-0-			-0-			10,698,438
Purchase of title company assets		(981,000	)		-0-			-0-
Net cash used by investing activities		(45,284,564	)		(50,462,590	)		(38,692,716	)
Financing activities:
Net increase (decrease) in deposits		77,465,805			10,092,851			(2,308,516	)
Net increase (decrease) in federal funds purchased		(8,000,000	)		8,000,000			-0-
Cash dividends paid		(1,504,001	)		(2,002,439	)		(1,810,000	)
Proceeds from sales of common stock		-0-			300,000			-0-
Principal payments on other borrowed funds		(38,795,582	)		(2,901,487	)		(5,309,148	)
Proceeds from other borrowed funds		15,000,000			35,000,000			-0-
Net cash provided (used) by financing activities		44,166,222			48,488,925			(9,427,664	)
Cash and cash equivalents:
Net increase (decrease)		10,002,826			(2,995,856	)		(1,984,282	)
Balance at January 1		18,114,442			21,110,298			23,094,580
Balance at December 31	$	28,117,268		$	18,114,442		$	21,110,298

See notes to consolidated financial statements.

5

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

Note 1: Summary of significant accounting policies

Consolidation

The consolidated financial statements include the accounts of Pulaski Investment Corporation, a bank holding company, (“PIC” or the “Company”) and its wholly owned subsidiary, Pulaski Bank and Trust Company (the “Bank”) and the following wholly owned subsidiaries of the Bank: Pulaski Mortgage Company (“PMC”) and its wholly owned subsidiary, PMC Mortgage Company, Pulaski Building, Inc., Lenders Title Company (“LTC”), Directors Properties, Inc., Pulaski Services, Inc. and Pulaski Insurance Agency, Inc. All significant intercompany accounts and transactions have been eliminated in consolidation.

The Company’s wholly owned subsidiary, Pulaski Capital Trust I, is accounted for using the equity method of accounting (see Note 6).

Nature of operations

The Company’s major lines of business consist of commercial banking, mortgage banking and title company services with customers located primarily in Arkansas, Tennessee, Mississippi, Missouri, Oklahoma, Illinois and Texas. The Bank operates under a state bank charter and provides customary banking services. PMC engages in mortgage banking activities and LTC provides title and loan closing services. The Company is subject to regulation by the Federal Reserve, the Arkansas Bank Department and the Federal Deposit Insurance Corporation. See Notes 13 and 16 for additional information concerning the nature of the Company’s operations.

Estimates

The preparation of financial statements in conformity with generally accepted accounting principles required management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. The Company’s loans are secured by specific items of collateral including real property, consumer assets and business assets. In connection with the determination of the estimated losses on loans, management obtains independent appraisals for significant collateral. While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may require the Company to recognize additional losses based on their judgments about information available to them at the time of their examination. Because of these factors, it is reasonably possible that the estimated losses on loans may change materially in the near term. However, the amount of the change that is reasonably possible cannot be estimated.

Investment securities

The Company’s investment securities are classified as held-to-maturity securities and available-for-sale securities. Debt securities for which the Company has the positive intent and ability to hold until maturity are classified as held-to-maturity securities that are reported at cost, adjusted for amortization of premiums and accretion of discounts. Available-for-sale securities consist of securities not classified as held-to-maturity and are

6

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

Note 1: Summary of significant accounting policies (continued)

reported at fair value. Unrealized holding gains and losses, net of tax, on available-for-sale securities are reported as a net amount in a separate component of stockholders’ equity until realized. Gains or losses on the sale of securities are computed using the carrying amount of the specific securities sold.

Residential mortgage loans held for sale

Residential mortgage loans held for sale are carried at the lower of cost or fair market value on a net aggregate basis.

Revenue recognition

Interest on loans is credited to operations currently based upon the principal amount and period outstanding. Interest on loans is not accrued when amounts are considered doubtful of collection. When interest accruals are discontinued, unpaid interest credited to income in the current year is reversed and interest accrued in the prior year is charged to the allowance for loan losses. If the ultimate collectibility of principal is in doubt, any payment received on a loan on which the accrual of interest had been suspended is applied to reduce principal to the extent necessary to eliminate such doubt. Loan origination and commitment fees and certain direct loan origination costs are being deferred and the net amount amortized, generally over the contractual life of the related loans, as an adjustment of the related loan’s yield, except for residential mortgage loans held for sale for which such fees and costs are recognized in a manner that approximates the method required by generally accepted accounting principles for loans held for sale.

Allowance for loan losses

The allowance for loan losses is maintained at a level management believes to be adequate to absorb probable losses in the loan portfolio. Management’s determination of the adequacy of the allowance is based on reviews of individual loans, recent loan loss experience, current economic conditions and the risk characteristics of the various categories of loans. Loans deemed uncollectible are charged to the allowance. Provisions for loan losses and recoveries on loans previously charged off are added to the allowance.

Premises and equipment, net

Premises and equipment are stated at cost, less accumulated depreciation and amortization. The provisions for depreciation and amortization are computed generally by the straight-line method based on estimated useful lives of the assets.

Other real estate

Other real estate consists of properties acquired through foreclosure proceedings, acceptance of a deed in lieu of foreclosure, or through in-substance foreclosure. These properties are carried at the lower of cost or fair market value based on appraised value at the date acquired. Fair value is the estimated sales price based on appraisal values less estimated costs of disposal. Loan losses arising from the acquisition of such properties are charged against the allowance for loan losses. Subsequent valuation adjustments, if any, are charged to operating expenses.

7

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

Note 1: Summary of significant accounting policies (continued)

Income taxes

The liability method is used in accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company and its subsidiaries file consolidated income tax returns. It is the Company’s practice to have its subsidiaries pay to or receive from the Company and other affiliates amounts computed on a separate-return basis.

Cash equivalents

Cash equivalents include due from banks and federal funds sold, which are generally sold for one-day periods.

Goodwill

Goodwill is not amortized; it is tested annually for impairment. No impairment charges were indicated as a result of the annual impairment tests for goodwill.

Title plants

Capitalized costs of the title plants are not depreciated unless circumstances indicate the value of the title plants have been impaired. Costs of maintaining a title plant and doing title searches are expensed as incurred.

Other intangible assets

The Company’s other intangible assets consist primarily of branching rights, an indefinite life intangible asset which is not subject to amortization, and of agreements not to compete, which are subject to amortization. Assets subject to amortization are amortized on a straight-line basis over the period of the related agreements, which range from approximately 4 years to 15 years. Other intangible assets are evaluated for impairment if events and circumstances indicate a possible impairment. No impairment charges were recorded during 2005, 2004 and 2003.

Advertising

Advertising costs, which amounted to $1,517,492 in 2005, $1,072,077 in 2004 and $1,142,032 during 2003, are expensed as incurred.

Reclassifications

Certain amount in the 2004 and 2003 consolidated financial statements have been reclassified to conform to the reporting format used for the 2005 consolidated financial statements.

8

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

Note 2: Investment securities

The amortized cost and approximate fair values of investment securities are as follows as of December 31, 2005 and 2004:

			2005
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
Held-to-maturity
State and municipal governments	$	230,000	$	224	$	(2,443	)	$	227,781
Available-for-sale
U.S. Government and federal agencies	$	50,850,214	$	7,027	$	(251,713	)	$	50,605,528
Mortgage-backed securities		24,930,675		1,188		(438,065	)		24,493,798
Total debt securities		75,780,889		8,215		(689,778	)		75,099,326
Mutual funds		1,145,818		-0		-0-			1,145,818
	$	76,926,707	$	8,215	$	(689,778	)	$	76,245,144

			2004
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
Held-to-maturity
State and municipal governments	$	285,000	$	2,984	$	-0-		$	287,984
Available-for-sale
U.S. Government and federal agencies	$	28,104,595	$	29,589	$	(155,410	)	$	27,978,774
Mortgage-backed securities		14,527,525		93,265		(349,027	)		14,271,763
Total debt securities		42,632,120		122,854		(504,437	)		42,250,537
Mutual funds		1,570,071		-0-		-0-			1,570,071
	$	44,202,191	$	122,854	$	(504,437	)	$	43,820,608

The scheduled maturities of held-to-maturity and available-for-sale debt securities at December 31, 2005 are as follows:

	Held-to-maturity				Available-for-sale
	Amortized cost		Fair value		Amortized cost		Fair value
Due in one year or less	$	45,000	$	45,224	$	25,192,983	$	25,082,025
Due after one year through five years		70,000		68,592		25,657,231		25,523,503
Due after five years through ten years		115,000		113,965		-0-		-0-
		230,000		227,781		50,850,214		50,605,528
Mortgage-backed securities		-0-		-0-		24,930,675		24,493,798
	$	230,000	$	227,781	$	75,780,889	$	75,099,326

9

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

Note 2: Investment securities (continued)

Securities with a carrying value of approximately $11,363,000 at December 31, 2005 and $10,137,000 at December 31, 2004 were pledged to secure public deposits and for other purposes.

The following table shows the Company’s investments in available-for-sale debt securities estimated fair value and gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at December 31, 2005 and 2004:

	Less than 12 months					12 months or more					Total
	Fair value		Unrealized losses			Fair value		Unrealized losses			Fair value		Unrealized losses
December 31, 2005
Held-to-maturity
State and municipal governments	$	182,557	$	(2,443	)	$	-0-	$	-0-		$	182,557	$	(2,443	)
Available-for-sale
U.S. Government and federal agencies	$	28,437,782	$	(54,470	)	$	16,302,946	$	(197,243	)	$	44,740,728	$	(251,713	)
Mortgage-backed securities		14,913,003		(22,322	)		9,414,672		(415,743	)		24,327,675		(438,065	)
	$	43,350,785	$	(76,792	)	$	25,717,618	$	(612,986	)	$	69,068,403	$	(689,778	)
December 31, 2004
Available-for-sale
U.S. Government and federal agencies	$	13,971,328	$	(104,205	)	$	4,948,796	$	(51,205	)	$	18,920,124	$	(155,410	)
Mortgage-backed securities		3,551,608		(92,192	)		8,324,248		(256,835	)		11,875,856		(349,027	)
	$	17,522,936	$	(196,397	)	$	13,273,044	$	(308,040	)	$	30,795,980	$	(504,437	)

Based on evaluation of available evidence, including primarily changes in market interest rates during 2005 and 2004, management believes that the declines in fair value for these securities are temporary. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period that the other-than-temporary impairment is identified.

Proceeds from sales of available-for-sale securities amounted to $10,698,438 for the year ended December 31, 2003 and gross gains of $383,592 were recorded on those sales. There were no sales of available-for-sale securities during 2005 or 2004.

10

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

Note 3: Loans and allowance for loans losses

Loans consisted of the following at December 31:

	2005			2004
Real estate - construction	$	77,292,639		$	48,891,814
Real estate – mortgage		161,577,343			151,274,271
Residential mortgage loans held for sale		27,751,415			30,885,633
Commercial, financial and agricultural		26,335,049			30,566,957
Credit cards		27,244,952			51,215,204
Installment		12,473,670			10,714,961
Total loans		332,675,068			323,548,840
Less:
Allowance for loan losses		(4,344,774	)		(3,358,849	)
Loans – net	$	328,330,294		$	320,189,991

Transactions in the allowance for loan losses were as follows:

	2005			2004			2003
Balance - January 1	$	3,358,849		$	3,040,742		$	2,890,558
Provision for loan losses		1,782,768			838,000			720,000
Net charge-offs:
Charge-offs (deduction)		(874,130	)		(612,563	)		(646,863	)
Recoveries		77,287			92,670			77,047
		(796,843)			(519,893	)		(569,816	)
Balance - December 31	$	4,344,774		$	3,358,849		$	3,040,742

Impaired loans, which management considers to be nonaccrual loans, are measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or as a practical expedient, at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent.

Nonaccrual loans amounted to approximately $1,037,000 and $406,000 at December 31, 2005 and 2004, respectively. Allowance for loan losses allocations for nonaccrual loans were not significant at December 31, 2005 and 2004. Average nonaccrual loans for the years ended December 31, 2005 and 2004 amounted to approximately $722,000 and $312,000, respectively.

11

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

Note 4: Bank premises and equipment

Bank premises and equipment consisted of the following at December 31:

	2005			2004
Land	$	2,422,469		$	2,422,469
Buildings and improvements		16,945,115			14,591,319
Furniture and equipment		19,728,645			18,402,778
Construction in progress		3,005,959			2,458,800
		42,102,188			37,875,366
Less accumulated depreciation and amortization		(18,260,901	)		(15,956,438	)
	$	23,841,287		$	21,918,928

Depreciation expense amounted to $2,410,859, $1,694,758 and $1,608,013 for the years ended December 31, 2005, 2004 and 2003, respectively.

Note 5: Deposits

The following summarizes information on deposits as of December 31:

	2005		2004
Noninterest bearing	$	82,183,257	$	71,254,152
NOW and money market accounts		80,032,236		90,047,222
Savings accounts		116,708,686		55,654,702
Time deposits, $100,000 and over		42,184,111		42,800,100
Other time deposits		74,662,827		58,549,136
	$	395,771,117	$	318,305,312

At December 31, 2005, scheduled maturities of certificates of deposit, which aggregated $116,846,938, are as follows: 2006 - $104,959,944; 2007 and 2008 - $10,800,994, and 2009 and thereafter - $1,086,000.

Note 6: Other borrowed funds

Other borrowed funds consisted of the following at December 31:

	2005		2004
Federal Home Loan Bank advances	$	20,493,783	$	44,289,365
Junior Subordinated Debt Securities due to Pulaski Capital Trust I, 10 7/8%, due in 2030 (1)		6,186,000		6,186,000
	$	26,679,783	$	50,475,365

(1) The related trust preferred securities aggregating $6,000,000 are redeemable beginning in 2010 at 105.438%, declining annually thereafter to 100% after March 8, 2020.

12

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

Note 6: Other borrowed funds (continued)

The Federal Home Loan Bank advances had a weighted average interest rates 4.2% at December 31, 2005 and of 2.47% at December 31, 2004 and are payable monthly through 2010. The advances are secured by residential mortgage loans of the Bank as specified in the blanket lien agreement between the parties. Annual principal payments on the Federal Home Loan Bank advances from 2006 through 2010 are $3,972,833, $4,487,693, $1,631,078, $1,425,108, and $8,977,071, respectively.

The Junior Subordinated Securities were issued to the Company’s statutory business trust subsidiary, Pulaski Capital Trust I. The trust was organized for the sole purpose of selling trust preferred securities (trust preferred securities qualify for Tier 1 capital treatment for regulatory capital computations - see Note 10) to third parties and investing the proceeds from such sales in the debt securities, which are the sole asset of the trust. The preferred trust securities of the trust represent preferred beneficial interests in the assets of the trust and are subject to mandatory redemption upon payment of the subordinated debentures held by the trust. The trust’s ability to pay amounts due on the trust preferred securities is solely dependent upon the Company making payments on the related subordinated debentures. The Company’s obligations under the subordinated securities and other relevant trust agreements constitute a full and unconditional guarantee by the Company of the trust’s obligations under the trust securities.

FASB Interpretation No. 46 – Revised, “Consolidation of Variable Interest Entities” provides that the Company’s investment in the trust subsidiary must be accounted for using the equity method. At December 31, 2005, management is not aware of adverse events or changes in circumstances which indicate that recorded values of the Company’s equity investment in the trust subsidiary may not be recoverable.

The Company has a line of credit (maximum amount of $6,000,000), which matures on October 15, 2008. Interest is payable quarterly at a variable rate. The note is collateralized by all of the issued and outstanding stock of the Bank owned by PIC. No amounts were outstanding under the line of credit at December 31, 2005 and 2004.

Note 7: Income taxes

The provision for income taxes for the years ended December 31, 2005, 2004 and 2003 consisted of the following:

	2005			2004		2003
Current:
Federal	$	3,606,192		$	2,482,108	$	4,391,538
State		661,922			351,776		696,101
		4,268,114			2,833,884		5,087,639
Deferred:
Federal		(356,000	)		232,000		(514,000	)
State		(45,000	)		35,000		(58,000	)
		(401,000	)		267,000		(572,000	)
Provision for income taxes	$	3,867,114		$	3,100,884	$	4,515,639

13

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

Note 7: Income taxes (continued)

The reason for the differences between income tax expense and the amount computed by applying the statutory federal income tax rate to income before taxes are as follows:

	2005			2004			2003
Federal income taxes at statutory rate	$	3,466,634		$	2,664,553		$	3,943,172
Add (deduct):
State income taxes, net of federal tax benefit		407,169			255,272			421,147
Tax-exempt interest income		(2,954	)		(3,641	)		(3,849	)
Other		(3,735	)		184,700			155,169
Provision for income taxes	$	3,867,114		$	3,100,884		$	4,515,639

Deferred tax assets aggregated approximately $2,475,000 and $2,020,000 at December 31, 2005 and 2004, respectively, and were attributable primarily to temporary differences related to the allowance for loan losses and available-for-sale investment securities. Deferred tax liabilities aggregated approximately $2,721,000 and $2,644,000 at December 31, 2005 and 2004, respectively, and were attributable primarily to temporary differences related to title plants and depreciation on premises and equipment. The Company made income tax payments of $1,733,779, $2,886,131 and $4,883,500 during 2005, 2004 and 2003, respectively.

Note 8: Transactions with related parties

The Bank has had, and expects to have in the future, banking transactions in the ordinary course of business with its executive officers, directors and principal shareholders. Such transactions have been on similar terms, including interest rates and collateral on loans, as those prevailing at the same time for comparable transactions with others, and have involved no more than normal risk or other potential unfavorable aspects. Loans made to such borrowers (including companies in which they are principal owners) amounted to approximately $639,000 and $640,000 at December 31, 2005 and 2004, respectively. During the year ended December 31, 2005, new loans to these borrowers amounted to approximately zero and repayments amounted to approximately $1,000. During the year ended December 31, 2004, new loans to these borrowers amounted to approximately $27,000 and repayments amounted to approximately $683,000.

Note 9: Commitments, contingencies and financial instruments

In the normal course of business there are various commitments outstanding and contingent liabilities, such as commitments to extend credit, including standby letters of credit to assure performance or to support debt obligations, which are not reflected in the accompanying consolidated financial statements. These arrangements have credit risk essentially the same as that involved in extending loans to customers.

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 expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s credit worthiness on a case-by-case basis. The amount of collateral obtained if deemed necessary upon extension of credit is based on management’s credit evaluation of the counterparty. Collateral held varies but may include real estate, accounts receivable, inventory, property, plant and equipment, and income-producing commercial properties.

14

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

Note 9: Commitments, contingencies and financial instruments (continued)

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those guarantees are primarily issued to support public and private borrowings arrangements and similar transactions.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, standby letters of credit and loans sold subject to repurchase agreements is represented by the contractual amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.

Financial instruments whose contractual amounts represent credit risk at December 31 are as follows:

	2005		2004
Commitments to extend credit:
Credit card lines	$	70,240,000	$	106,182,000
Other		29,200,000		25,579,000
Standby letters of credit		948,000		964,000

At December 31, 2005, future minimum payments for the next five years under noncancelable operating leases with initial or remaining terms of one year or more are approximately $1,385,000, $896,000, $678,000, $528,000 and $445,000, for 2006 through 2010, respectively. Rental expense for all operating leases amounted to approximately $1,800,000, $1,500,000 and $1,400,000 in 2005, 2004 and 2003, respectively.

Certain of the Company’s subsidiaries are defendants in certain claims and legal actions 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 adverse effect on the consolidated financial condition of the Company.

See Note 19 for a discussion of interest rate lock commitments and mortgage loan hedging program.

Note 10: Regulatory matters

Bank regulatory agencies restrict the amount available for the payment of dividends by the Bank, without obtaining prior approval of the regulatory agencies, to 75% of current year net income plus 75% of retained net income for the preceding year.

The Company and the Bank are subject to various regulatory capital requirements administered by the federal and state banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Company’s or the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company’s and the Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.

15

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

Note 10: Regulatory matters (continued)

Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 2005, that the Company and the Bank met all capital adequacy requirements to which they are subject.

As of the most recent notification from the regulatory agencies, the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based, Tier I risk-based and Tier I leverage ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the Bank’s category.

As more fully discussed in Note 6, the Company has a wholly-owned trust subsidiary which issued $6,000,000 of Capital Securities. The transaction resulted in an increase in consolidated Tier I and total capital since regulatory accounting practices consider such securities, subject to the limitations defined in the regulations, as Tier I capital.

The actual amounts and ratios of the Company (consolidated) and the Bank as of December 31, 2005 and 2004 are presented in the table on the following page.

	Actual			For Minimum Capital Adequacy			Minimum To Be Well Capitalized
	Amount		Ratio	Amount		Ratio	Amount		Ratio
	(dollars in thousands)
As of December 31, 2005
Leverage (Tier I Capital to Average Assets)
Consolidated	$	45,302	9.7	$	18,703	4.0	$	23,379	5.0
Bank		38,037	8.2		18,533	4.0		23,166	5.0
Tier I Capital (to Risk-Weighted Assets)
Consolidated		45,302	13.6		13,331	4.0		19,996	6.0
Bank		38,037	11.4		13,339	4.0		20,008	6.0
Total Capital (to Risk-Weighted Assets)
Consolidated		49,473	14.8		26,662	8.0		33,327	10.0
Bank		48,208	14.5		26,678	8.0		33,347	10.0
As of December 31, 2004
Leverage (Tier I Capital to Average Assets)
Consolidated	$	40,543	9.7	$	16,751	4.0	$	20,938	5.0
Bank		33,343	8.1		16,418	4.0		20,523	5.0
Tier I Capital (to Risk-Weighted Assets)
Consolidated		40,543	12.9		12,620	4.0		18,931	6.0
Bank		33,343	10.6		12,548	4.0		18,822	6.0
Total Capital (to Risk-Weighted Assets)
Consolidated		43,902	13.9		25,241	8.0		31,551	10.0
Bank		42,702	13.6		25,096	8.0		31,370	10.0

16

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

Note 11: Fair values of financial instruments

The following methods and assumptions were used by the Company in estimating its fair value disclosures for financial instruments for the years ended December 31, 2005 and December 31, 2004:

Cash, due from banks, and federal funds sold: The carrying amounts for these assets reported in the balance sheet approximate their fair values.

Investment securities: Fair values for investment securities are based on quoted market prices, where available. If quoted market prices are not available, fair values are based on quoted market prices of comparable instruments.

Loans: For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for fixed-rate loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.

Deposits: The fair values of noninterest bearing deposits, interest bearing transaction accounts and savings accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts for variable-rate, fixed-term money market accounts and certificates of deposits approximate their fair values at the reporting date. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities of such deposits.

Federal funds purchased: The carrying amount of federal funds purchased approximates the fair value of such borrowings.

Other borrowed funds: Fair values are estimated using rates currently offered for borrowings of similar maturities.

Accrued interest: The carrying amounts of accrued interest approximate their fair values.

Commitments to extend credit and standby letters of credit: Due to the insignificance of the fees for such agreements and the short-term nature of the current agreements, no fair value estimates have been made for commitments to extend credit and standby letters of credit.

17

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

Note 11: Fair values of financial instruments (continued)

The estimated fair values of the Company’s financial instruments were as follows at December 31, 2005 and 2004:

	2005				2004
	Carrying amount		Fair value		Carrying amount		Fair value
Financial assets
Cash and due from banks and federal funds sold	$	28,117,268	$	28,117,268	$	18,114,442	$	18,114,442
Held-to-maturity securities		230,000		227,781		285,000		287,984
Available-for-sale securities		76,245,144		76,245,144		43,820,608		43,820,608
Loans – total		332,675,068		335,700,000		323,548,840		330,000,000
Accrued interest receivable		1,649,042		1,649,042		1,065,572		1,065,572
Financial liabilities
Deposits	$	395,771,117	$	395,200,000	$	318,305,312	$	318,000,000
Federal funds purchased		-0-		-0-		8,000,000		8,000,000
Other borrowed funds		26,679,783		27,300,000		50,475,365		51,300,000
Accrued interest payable		616,273		616,273		457,130		457,130

Note 12: Supplemental cash flows information

The Company paid $7,661,000, $4,189,403 and $5,250,151 in interest on deposits and other borrowings during 2005, 2004 and 2003, respectively.

Note 13: Concentrations of credit risk

Most of the Company’s business activity is with customers located in the state of Arkansas and Shelby County, Tennessee. The concentrations of credit by major category of loan type are set forth in Note 3.

The Company’s asset base is exposed to risk, including the risk resulting from changes in interest rates, market values of collateral for loans to customers and changes in the timing of cash flows. The Company monitors the effect of such risk by considering the mismatch of the maturities of its assets and liabilities in the current interest rate environment and the sensitivity of assets and liabilities to changes in interest rates. The Company’s management has considered the effect of significant increases and decreases in interest rates and believes such changes, if they occurred, would be manageable and would not affect the ability of the Company to hold its assets to maturity. However, the Company is exposed to significant market risk in the unlikely event of significant and prolonged interest rate changes.

Note 14: Restrictions on cash and due from banks

The Bank is required to maintain certain minimum cash reserves based upon liabilities to depositors. The minimum cash reserve requirements were approximately $7,138,000 and $7,830,000 at December 31, 2005 and 2004, respectively.

18

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

Note 15: Other intangible assets

Other intangible assets consisted of the following:

	Carrying Amount		Accumulated Amortization			Net Carrying Amount
December 31, 2005
Indefinite life intangible:
Branching rights	$	225,000	$	-0-		$	225,000
Intangible assets subject to amortization:
Agreements not to compete		708,750		(412,345	)		296,405
Other		100,970		(54,799	)		46,171
	$	1,034,720	$	(467,144	)	$	567,576
December 31, 2004
Indefinite life intangible:
Branching rights	$	225,000	$	-0-		$	225,000
Intangible assets subject to amortization:
Agreements not to compete		645,000		(350,461	)		294,539
Other		100,379		(28,702	)		71,677
	$	970,379	$	(379,163	)	$	591,216

Aggregate amortization expense (included in Other expenses in the accompanying Income Statements) for the years ended December 31, 2005, 2004 and 2003 was $96,585, $80,722 and $57,955, respectively. Estimated amortization expense for the next five years is as follows as of December 31, 2005: 2006 - $63,409; 2007 - $49,047; 2008 - $49,047; 2009 - $44,047; and 2010 - $34,047.

Note 16: Title company operations

Included in other income are the following significant categories of income from title company operations for the years ended December 31:

	2005		2004		2003
Title insurance fees	$	9,601,269	$	8,694,412	$	9,376,099
Closing fees		3,762,407		3,491,792		3,990,753
Search fees		946,925		802,446		928,553
Other fees		1,637,220		1,456,413		1,776,884
	$	15,947,821	$	14,445,063	$	16,072,289

On August 9, 2005, LTC acquired the assets of a title insurance company located in north central Arkansas (the “Acquired Company”) for $981,000 in cash. The results of operations of the Acquired Company have been included in the consolidated financial statements since the date of acquisition. The purchase price was assigned as follows: Title plant - $827,250; agreements not to compete - $63,750; goodwill (which is deductible for income tax reporting purposes) - $58,750; other assets - $31,250.

19

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2005, 2004 and 2003

Note 17: Employee benefit plan

The Company maintains a defined contribution retirement plan for the benefit of all eligible employees. Employees are eligible to participate if they have completed at least three months of service. The plan qualifies under Section 401(k) of the Internal Revenue Code, thereby allowing eligible employees to make tax deductible contributions to the plan and the Company to make matching contributions at its discretion. The Company’s expense for matching contributions amounted to approximately $109,000, $113,000 and $128,000 in 2005, 2004 and 2003, respectively.

Note 18: Common stock

The authorized number of Class A and Class B shares are 200,000 and 3,800,000, respectively, of which 121,414 shares of Class A and 2,317,942 shares of Class B were issued and outstanding at December 31, 2005 and 2004, respectively. The Class B common stock has identical rights as the Class A common stock with the exception of the absence of voting rights.

Note 19: Interest rate lock commitments and mortgage loan hedging program

During 2003, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities (“FASB 149”). FASB 149 provides that loan commitments that relate to the origination of mortgage loans held for sale, generally referred to as interest rate lock commitments, are accounted for as derivative instruments by the issuer of the loan commitment and marked to market in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities (“FASB 133”).

To mitigate the exposure of interest rate changes on the value of mortgage loans that are originated for sale to investors in the secondary loan market, the Company enters into interest rate lock commitments. A rate lock is given to a borrower, subject to conditional performance obligations, for a specified period of time that typically does not exceed 60 days. Simultaneously with the issuance of the rate lock to the borrower, a rate lock is received from an investor for a best efforts delivery of the loan. Under the terms of the best efforts delivery lock, the investor commits to purchase the loan at a specified price, provided the loan is funded and delivered prior to a specified date and provided that the credit and loan characteristics meet pre-established criteria for such loans.

Management believes that the fair value of the Company’s interest rate lock commitments approximated zero at December 31, 2005 and 2004.

During 2005, the Company initiated a hedging program for a portion of its mortgage loan production. Under the program, the Company enters into forward sale commitments for mortgage backed securities in order to reduce its market risk on certain loans in process. The Company also executes put option contracts of U.S. Treasury obligations to minimize the risk of interest rate movements. The hedging program transactions are derivative transactions as defined in FASB 133 and, accordingly, must be marked to market during the period they are outstanding. The gross notional amounts of forward contracts and written options were $3,050,000 and $3,076,000, respectively, at December 31, 2005. The fair market value adjustments for outstanding derivative transactions under the hedging program were not significant at December 31, 2005.

20

EX-99.4

Exhibit 99.4

PULASKI INVESTMENT CORPORATION

UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

AT SEPTEMBER 30, 2006 AND 2005

PULASKI INVESTMENT CORPORATION

CONSOLIDATED BALANCE SHEETS

(dollars in thousands)

	(Unaudited) September 30, 2006			December 31, 2005
ASSETS
Cash and due from banks	$	22,623		$	28,117
Investment securities
Held-to-maturity securities		150			230
Available-for-sale securities		54,741			76,245
		54,891			76,475
Loans - net		385,037			328,330
Premises and equipment, net		24,398			23,841
Accrued interest receivable		1,870			1,649
Other real estate owned		3			323
Goodwill		613			613
Title plants		6,233			6,233
Other intangible assets, net		496			568
Other assets		7,249			5,668
	$	503,413		$	471,817
LIABILITIES AND SHAREHOLDERS’ EQUITY
Deposits:
Noninterest bearing	$	68,367		$	82,183
Interest bearing		338,244			313,588
		406,611			395,771
Federal funds purchased		4,000			-0-
Other borrowed funds		45,439			26,680
Accrued interest payable		866			616
Other liabilities		5,039			8,729
Total liabilities		461,955			431,796
Shareholders’ equity:
Common stock		610			610
Additional paid-in capital		699			699
Retained earnings		40,569			39,133
Accumulated other comprehensive income		(420	)		(421	)
Total shareholders’ equity		41,458			40,021
	$	503,413		$	471,817

See notes to consolidated financial statements.

PULASKI INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

(dollars in thousands)

	Nine Months Ended September 30,				Three Months Ended September 30,
	2006		2005		2006		2005
Interest income:
Loans, including fees	$	21,765	$	18,885	$	7,956	$	6,952
Investment securities:
Taxable		2,112		864		655		264
Tax–exempt		5		7		2		2
Other		442		370		158		166
		24,324		20,126		8,771		7,384
Interest expense:
Deposits		7,543		4,125		2,911		1,775
Other		1,836		1,372		763		422
		9,379		5,497		3,674		2,197
Net interest income		14,945		14,629		5,097		5,187
Provision for loan losses		299		903		299		372
Net interest income after provision for loan losses		14,646		13,726		4,798		4,815
Other income:
Income from fiduciary activities		692		650		235		221
Service charges on deposit accounts		1,665		1,178		581		450
Gain on sale of mortgage loans held for sale		6,592		7,173		2,121		2,801
Other		14,884		15,720		4,940		5,628
		23,833		24,721		7,877		9,100
Other expenses:
Salaries and employee benefits		21,538		21,007		7,227		7,443
Occupancy and equipment expense		4,796		4,497		1,619		1,647
Other		7,871		8,558		2,806		3,199
		34,205		34,062		11,652		12,289
Income before income taxes		4,274		4,385		1,023		1,626
Income taxes		1,710		1,745		450		628
Net income	$	2,564	$	2,640	$	573	$	998

See notes to consolidated financial statements.

2

PULASKI INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

For the Nine Months Ended September 30, 2005 and September 30, 2006

(dollar in thousands)

	Common Stock		Capital Surplus		Retained Earnings			Accumulated Other Comprehensive Income			Total
Balance at December 31, 2004	$	610	$	699	$	34,308		$	(236	)	$	35,381
Comprehensive income
Net income						2,640						2,640
Other comprehensive income
Change in unrealized losses on available-for-sale securities, net of deferred income taxes									(140	)		(140	)
Total comprehensive income												2,500
Cash dividends declared						(1,128	)					(1,128	)
Balance at September 30, 2005	$	610	$	699	$	35,820		$	(376	)	$	36,753
Balance at December 31, 2005	$	610	$	699	$	39,133		$	(421	)	$	40,021
Comprehensive income
Net income						2,564						2,564
Other comprehensive income									1			1
Change in unrealized losses on available-for-sale securities, net of deferred income taxes
Total comprehensive income												2,565
Cash dividends declared						(1,128	)					(1,128	)
Balance at September 30, 2006	$	610	$	699	$	40,569		$	(420	)	$	41,458

See notes to consolidated financial statements.

3

PULASKI INVESTMENT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

For the Nine Months Ended September 30, 2006 and September 30, 2005

(dollars in thousands)

	2006			2005
Operating activities:
Net income	$	2,564		$	2,640
Adjustments to reconcile net income to net cash used by operating activities:
Provision for loan losses		287			903
Depreciation and amortization		1,999			1,910
Net change in mortgage loans held for sale		(12,617	)		(15,547	)
Other operating activities, net		(5,242	)		945
Net cash used by operating activities		(13,009	)		(9,149	)
Investing activities:
Net increase in loans not held for sale		(44,377	)		(31,560	)
Purchases of premises and equipment		(5,412	)		(2,984	)
Proceeds from maturities of held-to-maturity securities		80			55
Proceeds from maturities of available-for-sale securities		21,505			9,327
Other investing activities, net		3,248			(1,024	)
Net cash used by investing activities		(24,956	)		(26,186	)
Financing activities:
Net increase in deposits		10,840			73,959
Net increase (decrease) in federal funds purchased		4,000			(5,000	)
Cash dividends paid		(1,128	)		(1,128	)
Principal payments on other borrowed funds		(61,741	)		(37,920	)
Proceeds from other borrowed funds		80,500			15,000
Net cash provided by financing activities		32,471			44,911
Cash and cash equivalents:
Net increase (decrease)		(5,494	)		9,576
Balance at January 1		28,117			18,114
Balance at September 30	$	22,623		$	27,690

See notes to consolidated financial statements.

4

PULASKI INVESTMENT CORPORATION

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. 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 Pulaski Investment Corporation for the years ended December 31, 2005, 2004 and 2003, included herein. The balance sheet at December 31, 2005 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Operating results for the nine-month period ended September 30, 2006 are not necessarily indicative of the results that may be expected for the year ended December 31, 2006.

The consolidated financial statements include the accounts of Pulaski Investment Corporation, a bank holding company, and its wholly owned subsidiary, Pulaski Bank and Trust Company (the “Bank”) and the following wholly owned subsidiaries of the Bank: Pulaski Mortgage Company and its wholly owned subsidiary, PMC Mortgage Company, Pulaski Building, Inc., Lenders Title Company, Directors Properties, Inc., Pulaski Services, Inc. and Pulaski Insurance Agency, Inc. (collectively, the “Company”). All significant intercompany accounts and transactions have been eliminated in consolidation.

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 title plants and other intangible assets.

Note 2: Supplemental Cash Flows Information

The Company paid $9,129,000 and $5,544,000 in interest on deposits and other borrowings during the nine-month periods ended September 30, 2006 and 2005, respectively. During the nine-month periods ended September 30, 2006 and 2005, the Company made income tax payments of $2,075,000 and $1,111,000, respectively.

Note 3: Other Borrowed Funds

Other borrowed funds consisted of the following at (dollars in thousands):

	September 30, 2006		December 31, 2005
Federal Home Loan Bank advances:
Long-term, due monthly through 2010	$	17,253	$	20,494
Short-term		22,000		-0-
Junior Subordinated Debt Securities due to Pulaski Capital Trust I, 10 7/8%, due in 2030		6,186		6,186
	$	45,439	$	26,680

5

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 4: Title Company Operations

Included in other income are the following significant categories of income from title company operations for the nine months ended September 30, 2006 and September 30, 2005:

	2006		2005
Title insurance fees	$	6,812	$	7,201
Closing fees		2,587		2,812
Search fees		751		693
Other fees		913		1,130
	$	11,063	$	11,836

Note 5: Recent Accounting Pronouncements

In February 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 155, Accounting for Certain Hybrid Financial Instruments, an amendment of SFAS No. 133 and 140. SFAS No. 155 permits fair value remeasurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, clarifies which interest-only strips and principal-only strips are not subject to the requirements of SFAS No. 133, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation, clarifies that concentrations of credit risk in the form of subordination are not embedded derivatives and amends SFAS No. 140 to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. This Statement is effective for all financial instruments acquired or issued after the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Company anticipates that the adoption of SFAS No. 155 will not have a material impact on the Company’s financial position or results of operations.

In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, an amendment of SFAS No. 140. SFAS No. 156 requires an entity to recognize a servicing asset or servicing liability each time it undertakes an obligation to service a financial asset by entering into a servicing contract in selected situations; requires all separately recognized servicing assets and servicing liabilities to be initially measured at fair value, if practicable; permits an entity to choose either the amortization or fair value measurement method for each class of separately recognized servicing assets and servicing liabilities; at its initial adoption, permits a one-time reclassification of available-for-sale securities to trading securities by entities with recognized servicing rights, without calling into question the treatment of other available-for-sale securities under SFAS No. 115, provided that the available-for-sale securities are identified in some manner as offsetting the entity’s exposure to changes in fair value of servicing assets or servicing liabilities that a servicer elects to subsequently measure at fair value; and requires separate presentation of servicing assets and servicing liabilities subsequently measured at fair value in the statement of financial position and additional disclosures for all separately recognized servicing assets and servicing liabilities. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after September 15, 2006. The Company anticipates that the adoption of SFAS No. 156 will not have a material impact on the Company’s financial position or results of operations.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 establishes a framework for measuring fair value in generally accepted accounting principles, clarifies the definition of fair value within that framework, and expands disclosures about the use of fair value measurements. This Statement is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company

6

PULASKI INVESTMENT CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

anticipates that the adoption of SFAS No. 157 will not have a material impact on the Company’s financial position or results of operations.

Note 6: Agreement and Plan of Merger

On August 9, 2006, the Company entered into an agreement with IBERIABANK Corporation (“IBERIABANK”), Lafayette, Louisiana, for the sale of all of the Company’s outstanding stock. If the merger agreement is approved and the merger is subsequently completed, each outstanding share of Pulaski Investment Corporation common stock will be converted into (i) cash (without interest) equal to $26.6464 per share (approximately $65,000,000 in the aggregate), (ii) 0.2274 shares of IBERIABANK Corporation common stock for each share of common stock of Pulaski Investment Corporation (approximately $32,500,000 in the aggregate based upon the closing price of IBERIABANK Corporation common stock on August 8, 2006 of $58.60 per shares), and (iii) the number of shares of IBERIABANK Corporation common stock determined by the quotient obtained by dividing $13.323 by the average trading price of the IBERIABANK Corporation common stock on the 15 trading days ending one business day prior to the effective date of the merger (approximately $32,500,000 in aggregate market value). Completion of the transaction is subject to regulatory and shareholders’ approvals.

7

EX-99.5

Exhibit 99.5

POCAHONTAS BANCORP, INC.

AUDITED CONSOLIDATED FINANCIAL STATEMENTS AT

SEPTEMBER 30, 2006 AND 2005 AND FOR THE THREE YEARS IN

THE PERIOD ENDED SEPTEMBER 30, 2006

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Pocahontas Bancorp, Inc.

Jonesboro, Arkansas

We have audited the accompanying consolidated statement of financial condition of Pocahontas Bancorp, Inc. and subsidiaries (the “Company”) as of September 30, 2006, and the related consolidated statements of income, stockholders’ equity, and cash flows for the year then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. The consolidated financial statements of Pocahontas Bancorp, Inc. and subsidiaries for the years ended September 30, 2005 and 2004, were audited by other auditors whose report, dated December 22, 2005 (December 21, 2006 and May 19, 2006 as to the effects of the restatements of those financial statements, as described in the first and second paragraphs, respectively, of Note 26 thereof), expressed an unqualified opinion on those statements.

We conducted our audit of the 2006 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the 2006 financial statements referred to above present fairly, in all material respects, the consolidated financial position of Pocahontas Bancorp, Inc. and subsidiaries as of September 30, 2006, and the consolidated results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ KRAFTCPAS PLLC

Nashville, Tennessee

November 21, 2006

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Pocahontas Bancorp, Inc.

Jonesboro, Arkansas

We have audited the accompanying consolidated statement of financial condition of Pocahontas Bancorp, Inc. and subsidiaries (the “Company”) as of September 30, 2005, and the related consolidated statements of income, stockholders’ equity, and cash flows for the years ended September 30, 2005 and 2004. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2005, and the results of its operations and its cash flows for the years ended September 30, 2005 and 2004, in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 26, the consolidated financial statements for the years ended September 30, 2005 and 2004 have been restated.

/s/ Deloitte & Touche LLP

Little Rock, Arkansas

December 22, 2005 (December 21, 2006 and May 19, 2006 as to the effects of the

restatements described in the first and second paragraphs, respectively, in Note 26)

2

POCAHONTAS BANCORP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

SEPTEMBER 30, 2006 AND 2005

	2006			2005
ASSETS
Cash and due from banks:
Interest bearing	$	17,055		$	14,600
Noninterest bearing		23,808,233			23,396,851
		23,825,288			23,411,451
Cash surrender value of life insurance		8,392,191			8,019,097
Securities held-to-maturity, at amortized cost (fair value of $130,187,272 and $127,755,514 in 2006 and 2005, respectively)		133,120,083			129,952,373
Securities available-for-sale, at fair value (amortized cost of $97,152,528 and $102,343,904 in 2006 and 2005, respectively)		93,561,067			99,460,045
Trading securities, at fair value		—			3,126,044
Loans receivable, net		431,768,328			426,538,047
Loans receivable, held for sale		3,243,591			3,057,985
Accrued interest receivable		5,037,759			4,487,837
Premises and equipment, net		15,876,493			16,716,912
Federal Home Loan Bank stock, at cost		6,571,500			7,962,000
Goodwill		8,847,572			8,847,572
Core deposit premiums, net		4,350,114			5,323,319
Other assets		3,859,743			4,360,885
TOTAL ASSETS	$	738,453,729		$	741,263,567
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Deposits	$	557,788,431		$	514,043,734
Federal Home Loan Bank advances		104,398,292			148,645,397
Deferred compensation		1,788,721			2,176,859
Accrued interest payable		1,243,944			1,289,978
Accrued expenses and other liabilities		3,294,690			5,776,662
Trust preferred securities		16,983,450			16,962,683
Total liabilities		685,497,528			688,895,313
STOCKHOLDERS’ EQUITY:
Common stock, $0.01 par value, 8,000,000 shares authorized; 7,602,492 shares issued and 4,641,717 shares outstanding at 2006 and 2005		76,024			76,024
Additional paid-in capital		57,134,937			57,275,390
Unearned ESOP shares		(1,799,459	)		(2,076,856	)
Accumulated other comprehensive loss		(2,837,087	)		(2,517,282	)
Retained earnings		24,784,330			24,013,522
		77,358,745			76,770,798
Less treasury stock at cost, 2,960,775 shares at 2006 and 2005		(24,402,544	)		(24,402,544	)
Total stockholders’ equity		52,956,201			52,368,254
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	738,453,729		$	741,263,567

See notes to consolidated financial statements.

3

POCAHONTAS BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

	2006			2005		2004
INTEREST INCOME:
Loans receivable	$	28,771,889		$	23,804,611	$	23,997,993
Securities:
Taxable		8,527,625			10,772,099		11,158,113	*
Nontaxable		1,882,097			1,054,706		924,043	*
Total interest income		39,181,611			35,631,416		36,080,149
INTEREST EXPENSE:
Deposits		17,105,078			12,232,219		11,619,647
Borrowed funds		5,415,796			5,269,259		3,751,246
Trust preferred securities		1,610,239			1,440,363		1,286,688
Total interest expense		24,131,113			18,941,841		16,657,581
NET INTEREST INCOME BEFORE PROVISION FOR LOAN LOSSES		15,050,498			16,689,575		19,422,568
PROVISION FOR LOAN LOSSES		845,000			525,000		3,900,000
NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES		14,205,498			16,164,575		15,522,568
NON-INTEREST INCOME:
Dividends		386,678			319,108		135,413
Fees and service charges		3,083,804			3,187,079		3,081,843
Trading gains, net		337			240,736		398,165
Gain on sales of loans		777,312			1,056,477		1,239,706
Gain on sales of securities, net		269,941			565,939		385,866
Gain on sale of branches		—			—		136,834
Gain on sale of loan servicing		159,148			—		—
Other		344,314			306,465		294,690
Total non-interest income, net		5,021,534			5,675,804		5,672,517
NON-INTEREST EXPENSES:
Compensation and benefits		9,350,132			9,342,144		9,539,845
Occupancy and equipment		2,941,812			2,779,615		2,723,191
Insurance premiums		406,065			373,886		334,768
Professional fees		1,478,705			1,008,483		826,156
Data processing		765,205			668,737		675,485
Advertising and donations		478,135			1,193,756		408,480
Office supplies		290,779			373,345		234,129
REO and other repossessed assets		89,889			210,695		321,249
Other		1,303,230			1,554,128		1,211,924
Total non-interest expenses		17,103,952			17,504,789		16,275,227
INCOME BEFORE INCOME TAXES		2,123,080			4,335,590		4,919,858
INCOME TAX EXPENSE (BENEFIT)		(90,550	)		1,096,534		1,463,244
NET INCOME	$	2,213,630		$	3,239,056	$	3,456,614
EARNINGS PER SHARE:
Basic earnings per share	$	0.49		$	0.72	$	0.77
Diluted earnings per share	$	0.48		$	0.71	$	0.75
DIVIDENDS PAID	$	0.32		$	0.32	$	0.32

* 2004 amounts as restated, see Note 26

See notes to consolidated financial statements.

4

POCAHONTAS BANCORP, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

	Common Stock			Additional Paid-In Capital			Unearned ESOP Shares			Accumulated Other Comprehensive Income (Loss)			Retained Earnings			Treasury Stock				Total Stockholders’ Equity
	Shares	Amount														Shares	Amount
BALANCE, OCTOBER 1, 2003	7,497,066	$	74,970	$	56,533,430		$	(538,121	)	$	899,339		$	20,199,149		2,947,275	$	(24,172,200	)	$	52,996,567
Comprehensive income (loss)
Net change in unrealized gain on available-for-sale securities, net of tax											(478,727	)									(478,727	)
Unrealized loss for securities transferred to held-to-maturity											(906,107	)									(906,107	)
Amortization of unrealized loss on securities transferred to held-to-maturity											23,082										23,082
Less reclassification adjustment for (gains) losses included in net income											(254,672	)									(254,672	)
Net income														3,456,614							3,456,614
Total comprehensive income																					1,840,190
Repayment of ESOP loan and related increase in share value					(9,424	)		692,663													683,239
Purchase of stock for ESOP								(2,270,740	)												(2,270,740	)
Options exercised	105,426		1,054		923,649																924,703
Treasury stock purchased																13,500		(230,344	)		(230,344	)
Dividends														(1,442,791	)						(1,442,791	)
BALANCE, SEPTEMBER 30, 2004	7,602,492		76,024		57,447,655			(2,116,198	)		(717,085	)		22,212,972		2,960,775		(24,402,544	)		52,500,824
Comprehensive income (loss)
Net change in unrealized loss on available-for-sale securities, net of tax											(1,695,767	)									(1,695,767	)
Amortization of unrealized loss on securities transferred to held-to-maturity											269,090										269,090
Less reclassification adjustment for (gains) losses included in net income											(373,520	)									(373,520	)
Net income														3,239,056							3,239,056
Total comprehensive income																					1,438,859
Repayment of ESOP loan and related increase in share value					(172,265	)		508,252													335,987
Purchase of stock for ESOP								(468,910	)												(468,910	)
Dividends														(1,438,506	)						(1,438,506	)
BALANCE, SEPTEMBER 30, 2005	7,602,492		76,024		57,275,390			(2,076,856	)		(2,517,282	)		24,013,522		2,960,775		(24,402,544	)		52,368,254
Comprehensive income (loss)
Net change in unrealized gain on available-for-sale securities, net of tax											(288,856	)									(288,856	)
Amortization of unrealized loss on securities transferred to held-to-maturity											147,212										147,212
Less reclassification adjustment for (gains) losses included in net income											(178,161	)									(178,161	)
Net income														2,213,630							2,213,630
Total comprehensive income																					1,893,825
Repayment of ESOP loan and related increase in share value					(140,453	)		353,509													213,056
Purchase of stock for ESOP								(76,112	)												(76,112	)
Dividends	—		—		—			—			—			(1,442,822	)	—		—			(1,442,822	)
BALANCE, SEPTEMBER 30, 2006	7,602,492	$	76,024	$	57,134,937		$	(1,799,459	)	$	(2,837,087	)	$	24,784,330		2,960,775	$	(24,402,544	)	$	52,956,201

See notes to consolidated financial statements.

5

POCAHONTAS BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

	2006			2005			2004
				(As restated, see Note 26)
OPERATING ACTIVITIES:
Net income	$	2,213,630		$	3,239,056		$	3,456,614
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		845,000			525,000			3,900,000
Depreciation of premises and equipment		1,297,821			1,302,848			1,259,864
Deferred income tax provision (benefit)		(533,993	)		487,640			(1,324,590	)
Amortization of deferred loan fees		(60,390	)		(67,185	)		(66,577	)
Amortization of premiums and discounts, net		153,163			244,153			147,083
Amortization of core deposit premium		973,205			973,204			944,696
Adjustment of ESOP shares and release of shares under recognition and retention plan		213,056			335,987			683,239
(Increase) decrease in loans held for sale		591,706			(507,309	)		2,875,744
Net gains on sales of loans		(777,312	)		(1,056,477	)		(1,239,706	)
Net gains on sales of investment securities		(269,941	)		(565,939	)		(385,866	)
Net gains on sales of branches		—			—			(136,834	)
Net gain on sale of mortgage servicing rights		(159,148	)		—			—
Increase in cash surrender value of life insurance policies		(373,093	)		(334,846	)		(343,633	)
Stock dividends on FHLB stock		(348,700	)		(257,700	)		(113,400	)
Changes in operating assets and liabilities, net
Trading securities		(442,256	)		(1,143,679	)		(485,113	)
Accrued interest receivable		(549,921	)		(291,734	)		964,903
Accrued interest payable		(46,034	)		263,943			(21,783	)
Other assets		1,298,788			(1,123,662	)		1,832,607
Deferred compensation		(388,139	)		(253,235	)		(455,144	)
Accrued expenses and other liabilities		(51,973	)		1,313,021			(798,322	)
Net cash provided by operating activities		3,585,469			3,083,086			10,693,782
INVESTING ACTIVITIES:
Sale of branches to Bank of Cave City, Arkansas		—			—			(9,697,800	)
Purchases of available for sale and held to maturity securities		(36,868,631	)		(80,574,357	)		(112,557,349	)
Proceeds from sale of securities available-for-sale		2,900,647			49,180,848			86,953,100
Proceeds from maturities, calls and principal prepayment of investment securities		37,414,708			49,787,128			76,386,821
Net (increase) decrease in FHLB Bank stock		1,739,200			221,600			(2,228,800	)
Increase in loans, net		(6,819,525	)		(46,043,012	)		(1,834,799	)
Proceeds from sale of REO		940,713			988,675			881,693
Proceeds from sale of premises and equipment		3,235			13,456			7,567
Purchases of premises and equipment		(460,638	)		(4,270,778	)		(1,042,267	)
Net cash provided (used) by investing activities		(1,150,291	)		(30,696,440	)		36,868,166

(Continued)

6

POCAHONTAS BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

	2006			2005			2004
				(As restated, see Note 26)
FINANCING ACTIVITIES:
Net increase (decrease) in deposits other than in acquisitions and branch sales	$	43,744,697		$	22,965,201		$	(84,548,016	)
Federal Home Loan Bank advances		1,446,820,000			1,000,211,000			877,684,600
Repayment of Federal Home Loan Bank advances		(1,491,067,104	)		(1,005,462,472	)		(824,481,358	)
Exercise of stock options		—			—			924,703
Purchase of treasury shares		—			—			(230,344	)
Purchase of stock for ESOP		(76,112	)		(468,909	)		(2,270,740	)
Dividends paid		(1,442,822	)		(1,438,506	)		(1,442,791	)
Net cash provided (used) by financing activities		(2,021,341	)		15,806,314			(34,363,946	)
NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS		413,837			(11,807,040	)		13,198,002
CASH AND DUE FROM BANKS, BEGINNING OF YEAR		23,411,451			35,218,491			22,020,489
CASH AND DUE FROM BANKS, END OF YEAR	$	23,825,288		$	23,411,451		$	35,218,491
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the year for:
Interest	$	24,177,147		$	18,677,897		$	16,679,365
Income taxes	$	533,026		$	1,138,685		$	2,884,070
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Transfers from loans to real estate acquired, or deemed acquired, through foreclosure	$	1,188,433		$	2,184,747		$	2,706,959
Loans originated to finance the sale of real estate acquired through foreclosure	$	383,799		$	821,500		$	1,149,662
Trading securities transferred to available-for-sale	$	3,568,300		$	—		$	—
Securities purchased not settled	$	—		$	2,430,000		$	—
Securities transferred to held-to-maturity	$	—		$	—		$	86,089,901

(Concluded)

See notes to consolidated financial statements.

7

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Organization and Principles of Consolidation—The accompanying consolidated financial statements include the accounts of Pocahontas Bancorp, Inc. (“Bancorp”), its wholly owned subsidiary, First Community Bank (the “Bank”), as well as the Bank’s subsidiaries, Southern Mortgage Corporation, P.F. Service, Inc. and Sun Realty, Inc. (collectively referred to as the “Company”). All significant intercompany transactions have been eliminated in consolidation. The Bank operates 21 offices in northeastern Arkansas and Tulsa County Oklahoma, as a federally chartered savings and loan.

Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Due From Banks—For the purpose of presentation in the consolidated statements of cash flows, cash and cash equivalents are defined as those amounts included in the statement of financial condition caption “cash and due from banks.” This includes cash on hand and amounts due from depository institutions and highly-liquid investments having a maturity at acquisition of three months or less.

Trading Securities—Equity securities held principally for resale in the near term are classified as trading securities and reported at their fair values. Unrealized gains and losses on trading securities are included in other income.

Securities Held-to-Maturity—Bonds, notes, and debentures for which the Company has the positive intent and ability to hold to maturity are reported at cost, adjusted for the amortization of premiums and the accretion of discounts, which are recognized in income using the level-yield method over the assets’ remaining lives and adjusted for anticipated prepayments. Should other than a temporary decline in the fair value of a security occur, the carrying value of such security would be written down to current market value by a charge to operations. As of September 30, 2006 and 2005, no securities were determined to have other than a temporary decline in fair value below cost. For a debt security transferred into the held-to-maturity category from the available-for-sale category, the unrealized holding gain or loss at the date of the transfer, which is included in accumulated other comprehensive income, is amortized over the remaining life of the security as an adjustment of yield in a manner consistent with the amortization of any premium or discount.

Securities Available-for-Sale—Available-for-sale securities consist of securities that the Company intends to hold for an indefinite period of time and are reported at fair value. Unrealized holding gains and losses, net of tax, on available-for-sale securities are reported as accumulated other comprehensive income (loss), a separate component of stockholders’ equity, until realized. Gains and losses on the sale of available-for-sale securities are determined using the specific-identification method. Declines in the fair value of individual available-for-sale securities below their cost that are other than temporary would result in a write-down of the individual security to its fair value. The related write-down would be included in earnings as a realized loss. As of September 30, 2006, no securities were determined to have other than a temporary decline in fair value below cost.

Loans Receivable—Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding principal adjusted for any charge offs, the allowance for loan losses, and any deferred fees or costs on originated loans and unamortized premiums or discounts on purchased loans.

8

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

Discounts and premiums on purchased residential real estate loans are amortized to income using the interest method over the remaining period to contractual maturity, adjusted for anticipated prepayments. Discounts and premiums on purchased consumer loans are recognized over the expected lives of the loans using methods that approximate the interest method. Loan origination fees and certain direct origination costs are capitalized and recognized as an adjustment of the yield over the life of the related loan.

The accrual of interest on impaired loans is discontinued when, in management’s opinion, the borrower may be unable to meet contractual principal or interest obligations or where interest or principal is 90 days or more past due. When a loan is placed on nonaccrual status, accrual of interest ceases and, in general, uncollected past due interest (including interest applicable to prior reporting periods, if any) is reversed and charged against current income. Therefore, interest income is not recognized unless the financial condition or payment record of the borrower warrants the recognition of interest income. Interest on loans that have been restructured is generally accrued according to the renegotiated terms.

Loans Receivable Held for Sale—Loans receivable, held for sale are carried at the lower of cost or market, which is computed by the aggregate method (unrealized losses are offset by unrealized gains). Gains or losses on loan sales are recognized at the time of sale and are determined by the difference between net sales proceeds and the unpaid principal balance of loans sold, adjusted for unamortized discount points and fees collected from borrowers, deferred origination costs and amounts allocated to retained servicing rights.

Allowance for Loan Losses—The allowance for loan losses is a valuation allowance to provide for incurred but not yet realized losses. The Company reviews its loans for impairment on a quarterly basis. Impairment is determined by assessing the probability that the borrower will not be able to fulfill the contractual terms of the agreement. If a loan is determined to be impaired, the amount of the impairment is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or by use of the observable market price of the loan or fair value of collateral if the loan is collateral dependent. Throughout the year management estimates the level of probable losses to determine whether the allowance for loan losses is appropriate considering the estimated losses existing in the portfolio. Based on these estimates, an amount is charged to the provision for loan losses and credited to the allowance for loan losses in order to adjust the allowance to a level determined by management to be appropriate relative to losses. The allowance for loan losses is increased by charges to income (provisions) and decreased by charge offs, net of recoveries. Loans are charged off by reducing the loan balance and the allowance in the period in which the loans are deemed uncollectible in whole or in part.

Management’s periodic evaluation of the appropriateness of the allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral and current economic conditions.

Homogeneous loans are those that are considered to have common characteristics that provide for evaluation on an aggregate or pool basis. The Company considers the characteristics of (1) one-to-four family residential first mortgage loans; (2) automobile loans; and (3) consumer and home improvement loans to permit consideration of the appropriateness of the allowance for losses of each group of loans on a pool basis. The primary methodology used to determine the appropriateness of the allowance for losses includes segregating certain specific, poorly performing loans based on their performance characteristics from the pools of loans as to type and then applying a loss factor to the remaining pool balance based on several factors including classification of the loans as to grade, past loss experience, inherent risks, economic conditions in the primary

9

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

market areas and other factors which usually are beyond the control of the Company. Those segregated specific loans are evaluated using the present value of future cash flows, usually determined by estimating the fair value of the loan’s collateral reduced by any cost of selling and discounted at the loan’s effective interest rate if the estimated time to receipt of monies is more than three months.

Non-homogeneous loans are those loans that can be included in a particular loan type, such as commercial loans and multi-family and commercial first mortgage loans, but which differ in other characteristics to the extent that valuation on a pool basis is not valid. After segregating specific, poorly performing loans and applying the methodology as noted in the preceding paragraph for such specific loans, the remaining loans are evaluated based on payment experience, known difficulties in the borrowers business or geographic area, loss experience, inherent risks and other factors usually beyond the control of the Company. These loans are then graded and a factor, based on experience, is applied to estimate the probable loss.

Estimates of the probability of loan losses involve an exercise of judgment. While it is possible that in the near term the Company may sustain losses which are substantial in relation to the allowance for loan losses, it is the judgment of management that the allowance for loan losses reflected in the consolidated statements of financial condition is appropriate considering the estimated probable losses in the portfolio.

Servicing—Servicing assets are recognized as separate assets when rights are acquired through purchase or through sale of financial assets. Capitalized servicing rights are reported in other assets and are amortized into noninterest income in proportion to, and over the period of the estimated future net servicing income of the underlying financial assets. Servicing assets are evaluated for impairment based upon the fair value of the rights as compared to amortized cost. Impairment is determined by stratifying rights by predominant characteristics, such as interest rates and terms. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Impairment is recognized through a valuation allowance for an individual stratum, to the extent that fair value is less than the capitalized amount for the stratum.

Interest Rate Risk—The Company’s asset base is exposed to risk including the risk resulting from changes in interest rates and changes in the timing of cash flows. The Company monitors the effect of such risks by considering the mismatch of the maturities of its assets and liabilities in the current interest rate environment and the sensitivity of assets and liabilities to changes in interest rates. The Company’s management has considered the effect of significant increases and decreases in interest rates and believes such changes, if they occurred, would be manageable and would not affect the ability of the Company to hold its assets as planned. However, the Company is exposed to significant market risk in the event of significant and prolonged interest rate changes.

Foreclosed Real Estate—Real estate properties acquired through, or in lieu of, loan foreclosure are initially recorded at fair value, less estimated costs to sell, at the date of foreclosure establishing a new cost basis. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of carrying amount or fair value less cost to sell. Revenues and expenses from operations and changes in the valuation allowance are included in non-interest expenses. Properties obtained in this matter are also referred to as real estate owned (“REO”).

Premises and Equipment—Land is carried at cost. Buildings and furniture, fixtures, and equipment are carried at cost, less accumulated depreciation. Depreciation for financial statement purposes is computed using the straight-line method over the estimated useful lives of the assets ranging from 3 to 40 years.

10

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

Core Deposit Premiums—Core deposit premiums paid are being amortized over ten years which approximates the estimated life of the purchased deposits. The carrying value of core deposit premiums is periodically evaluated to estimate the remaining periods of benefit. If these periods of benefit are determined to be less than the remaining amortizable life, an adjustment to reflect such shorter life will be made.

Goodwill—Goodwill is tested periodically for impairment and written down to fair value as necessary. As of April 1, 2006 and 2005, the Company performed its annual impairment test and concluded there was no impairment of the carrying value of the Company’s goodwill. Absent any impairment indicators, the Company expects to perform its next impairment test as of April 1, 2007.

Income Taxes—Deferred tax assets and liabilities are recorded for temporary differences between the carrying value and tax bases of assets and liabilities. Such amounts are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. Valuation allowances are established when necessary to reduce the deferred tax assets to the amount expected to be realized. Income tax expense is the tax payable or refundable for the period plus or minus the change during the period in applicable deferred tax assets and liabilities.

Stock Compensation—At September 30, 2006, the Company has two stock-based employee compensation plans, which are more fully described in Note 21. Financial Accounting Standards Board Statement Number 123 (revised 2004) (“FAS 123 (R)”), Share-Based Payments, requires all entities to recognize compensation expense in an amount equal to the fair value of share-based payments such as stock options granted to employees. As of October 1, 2005, the Company adopted FAS 123(R) using the modified prospective method. Under this method, the Company is required to record compensation expense (as previous awards continue to vest) for the unvested portion of previously granted awards that remained outstanding at the date of adoption. As of October 1, 2005, the Company’s options were fully vested, requiring no expense to be recorded for the year ended September 30, 2006.

Recently Adopted or Issued Accounting Standards—In November 2005, FSP FAS 115-1 and FAS 124-1 “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” was issued. The FSP addressed the determination as to when an investment is considered impaired, whether that impairment is other-than-temporary, and the measurement of an impairment loss. It also included accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments. The guidance of the FSP amended FASB Statements No. 115, Accounting for Certain Investments in Debt and Equity Securities, No. 124, Accounting for Certain Investments Held by Not-for-Profit Organizations, and APB Opinion No 18, The Equity Method of Accounting for Investments in Common Stock. The FSP nullified certain requirements of Emerging Issues Task Force (“EITF”) Issue 03-1 and supersedes EITF Topic No. D-44, “Recognition of Other-Than-Temporary Impairment upon the Planned Sale of a Security Whose Cost Exceeds Fair Value.” The FSP gives guidance regarding how to determine whether an investment is impaired, if impaired how to evaluate whether the impairment is other-than-temporary, and proper accounting and disclosures for the investments. The Guidance is effective for reporting periods beginning after December 15, 2005; earlier application is permitted. The adoption of EITF 03-1 did not have an effect on the Company’s consolidated financial statements.

In July 2006, the Financial Accounting Standards Board (FASB) issued Financial Interpretation (FIN) No. 48, Accounting for Uncertainty in Income Taxes, an Interpretation of FASB Statement No. 109 which is

11

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

effective for fiscal years beginning after December 15, 2006. FIN No. 48 provides guidance regarding the recognition, measurement, presentation and disclosure in the financial statements of tax positions taken or expected to be taken on a tax return, including the decision whether to file or not file in a particular jurisdiction. The cumulative effect of the changes arising from the initial application of FIN 48 is required to be reported as an adjustment to the opening balance of retained earnings in the period of adoption. The Company is currently evaluating the impact, if any, of the adoption of FIN 48 on our financial statements.

Reclassifications—Certain 2004 and 2005 amounts have been reclassified to conform to the 2006 presentation. Accrued interest payable is being presented as a separate line item on the Consolidated Statements of Financial Condition in 2006 compared to 2005, dividends are being presented as a separate line item on the Consolidated Statements of Income in 2006 compared to 2005 and 2004, and other comprehensive income is presented in the Consolidated Statements of Stockholders’ Equity in 2006 instead of in a Statement of Income and Other Comprehensive Income in 2005 and 2004.

2. FAIR VALUES OF FINANCIAL INSTRUMENTS

The estimated fair value amounts of financial instruments have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

The carrying amounts and estimated fair values of financial instruments at September 30, 2006 and 2005, were as follows (items which are not financial instruments are not included):

	2006				2005
	Carrying Amounts		Estimated Fair Value		Carrying Amounts		Estimated Fair Value
Financial assets and liabilities:
Cash and due from banks	$	23,825,288	$	23,825,288	$	23,411,451	$	23,411,451
Cash surrender value of life insurance		8,392,191		8,392,191		8,019,097		8,019,097
Securities held-to-maturity		133,120,083		130,187,272		129,952,373		127,755,514
Securities available-for-sale		93,561,067		93,561,067		99,460,045		99,460,045
Trading securities		—		—		3,126,044		3,126,044
Loans receivable, net		431,768,328		432,669,000		426,538,047		423,664,000
Loans receivable held for sale		3,243,591		3,308,000		3,057,985		3,260,000
Accrued interest receivable		5,037,759		5,037,759		4,487,837		4,487,837
Federal Home Loan Bank stock		6,571,500		6,571,500		7,962,000		7,962,000
Demand and savings deposits		216,605,387		216,605,387		246,257,677		245,604,000
Time deposits		341,183,044		339,821,000		267,786,057		267,157,000
Federal Home Loan Bank advances		104,398,292		104,198,000		148,645,397		147,967,000

For purposes of the above disclosures of estimated fair value, the following assumptions were used. The estimated fair values for cash and due from banks, cash surrender value of life insurance, accrued interest receivable, and FHLB stock are considered to approximate cost. The estimated fair values for securities are based on quoted market values for the individual securities or for equivalent securities. The fair value for loans is

12

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

estimated by discounting the future cash flows using the current rates the Company would charge for similar such loans at the applicable date. The estimated fair values for demand and savings deposits are based on the amounts for which they could be settled on demand. The estimated fair values for time deposits and FHLB advances are based on estimates of the rate the Company would pay on such deposits and borrowed funds at the applicable date, applied for the time period until maturity. The estimated fair values for other financial instruments approximate cost and are not considered significant to this presentation. Fair values for the Company’s off-balance-sheet instruments, which consist of lending commitments and standby and commercial letters of credit, are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties’ credit standing. Management believes that the fair value of these off-balance-sheet instruments is not significant.

3. SECURITIES

The amortized cost and estimated fair values of securities at September 30 are as follows:

	2006
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Held-to-Maturity
US Government Agencies	$	4,000,000	$	—	$	133,380	$	3,866,620
US Government Treasury Notes		19,920,698		—		176,948		19,743,750
Mortgage Backed Securities		61,329,055		—		2,755,893		58,573,162
Municipal bonds		47,870,330		268,955		135,545		48,003,740
Total	$	133,120,083	$	268,955	$	3,201,766	$	130,187,272
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available-for-sale
Mortgage backed securities	$	95,214,934	$	—	$	3,520,437	$	91,694,497
Preferred Security		111,350		—		3,325		108,025
Equity Securities (Common Stock)		826,244		26,000		56,799		795,445
Mutual fund		1,000,000		—		36,900		963,100
Total	$	97,152,528	$	26,000	$	3,617,461	$	93,561,067

13

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

	2005
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Held-to-Maturity
US Government Agencies	$	4,000,000	$	—	$	74,057	$	3,925,943
US Government Treasury Notes		19,844,509		—		133,571		19,710,938
Mortgage Backed Securities		76,704,653		9,560		2,101,766		74,612,447
Municipal bonds		29,403,211		257,902		154,927		29,506,186
Total	$	129,952,373	$	267,462	$	2,464,321	$	127,755,514
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
Available-for-sale
Mortgage backed securities	$	101,343,904	$	—	$	2,859,874	$	98,484,030
Mutual fund		1,000,000		—		23,985		976,015
Total	$	102,343,904	$	—	$	2,883,859	$	99,460,045

The amortized cost and estimated fair value of securities at September 30, 2006, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

	Held-to-Maturity				Available-for-Sale
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due in one year or less	$	11,643,160	$	11,582,568	$	—	$	—
Due from one year to five years		18,784,018		18,607,185		—		—
Due from five years to ten years		9,630,181		9,629,987		—		—
Due after ten years		31,733,669		31,794,370		—		—
Mortgage backed securities		61,329,055		58,573,162		95,214,934		91,694,497
Preferred Security		—				111,350		108,025
Equity Securities (Common Stock)		—				826,244		795,445
Mutual fund		—		—		1,000,000		963,100
Total	$	133,120,083	$	130,187,272	$	97,152,528	$	93,561,067

Available-for-sale securities with a carrying value and a fair value of $41,759,272 and $16,440,711 at September 30, 2006 and 2005, respectively, and held-to-maturity securities with a carrying value of $65,953,046 and a fair value of $64,641,364 at September 30, 2006, and a carrying value of $87,277,527 and a fair value of $85,722,293 at September 30, 2005, were pledged to collateralize public and trust deposits.

For the years ended September 30, 2006, 2005, and 2004, proceeds from the sales of securities available-for-sale amounted to $2,900,647, $49,180,848, and $86,953,100, respectively. Gross realized gains amounted to $295,059, $566,790, and $845,892, respectively. Gross realized losses amounted to $25,118, $851, and $460,026, respectively.

14

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

The following table presents those investments of the Company with gross unrealized losses, along with the related fair value, by investment category and length of time in a loss position. These individual securities have been in a continuous unrealized loss position as of September 30, 2006.

Security Description	Less than 12 months					12 months or longer					Total
	Market Value		Unrealized Losses			Market Value		Unrealized Losses			Market Value		Unrealized Losses
Held-to-Maturity
U.S. Government agency obligations	$	—	$	—		$	3,866,620	$	(133,380	)	$	3,866,620	$	(133,380	)
U.S. Government Treasury obligations		—		—			19,743,750		(176,948	)		19,743,750		(176,948	)
Mortgage-backed securities		—		—			58,573,162		(2,755,893	)		58,573,162		(2,755,893	)
Municipal Bonds		7,406,237		(35,967	)		7,177,054		(99,578	)		14,583,291		(135,545	)
	$	7,406,237	$	(35,967	)	$	89,360,586	$	(3,165,799	)	$	96,766,823	$	(3,201,766	)
Available-for-Sale
Mortgage-backed securities	$	12,688,113	$	(107,337	)	$	79,006,384	$	(3,413,100	)	$	91,694,497	$	(3,520,437	)
Preferred Security		108,025		(3,325	)		—		—			108,025		(3,325	)
Equity Securities (Common Stock)		486,945		(34,049	)		58,500		(22,750	)		545,445		(56,799	)
Mutual Fund		963,100		(36,900	)		—		—			963,100		(36,900	)
	$	14,246,183	$	(181,611	)	$	79,064,884	$	(3,435,850	)	$	93,311,067	$	(3,617,461	)

Management of the Company anticipates that the market values of its investments which have unrealized losses for 12 months or longer at September 30, 2006, will increase to at least the cost of the investment to the Company. The investments with indicated losses above include debt securities whose market values have declined due to interest rate fluctuations and equity securities whose decline appears to be due to normal market factors including the issuer’s financial performance. In determining that the investment is not other-than-temporarily impaired the Company considered reports of financial specialists and the volatility of the investment’s fair value.

U.S. Government Obligations. The unrealized losses on the Company’s investments in U.S. Treasury obligations and direct obligations of U.S. government agencies were caused by interest rate increases. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. Because the Company has the ability and intent to hold those investments until a recovery of fair value, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at September 30, 2006.

Federal Agency Mortgage-Backed Securities. The unrealized losses on the Company’s investment in federal agency mortgage-backed securities were caused by interest rate increases. The Company purchased those investment securities at a premium relative to their face amount, and the contractual cash flows of those investments are guaranteed by an agency of the U.S. government. Accordingly, it is expected that the securities would not be settled at a price less than the amortized cost of the Company’s investment. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company has the ability and intent to hold those investments until a recovery of fair value, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at September 30, 2006.

15

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

Municipal Bonds. The unrealized losses on the Company’s investments in municipal bonds were caused by interest rate increases. The contractual terms of those investments do not permit the issuer to settle the securities at a price less than the amortized cost of the investment. Because the Company has the ability and intent to hold those investments until a recovery of fair value, which may be maturity, the Company does not consider those investments to be other-than-temporarily impaired at September 30, 2006.

Mutual Fund. The unrealized loss on the Company’s investment in the CRA Mutual Fund was caused by interest rate increases. The composition of the Fund includes Asset Backed Securities/CMOs, Targeted Mortgage-backed Securities, FNMA, Taxable Municipal Bonds, Money markets, and project loans. Because the Company has the ability and intent to hold this investment until a recovery of fair value, the Company does not consider this investment to be other-than-temporarily impaired at September 30, 2006.

4. LOANS RECEIVABLE

Loans receivable at September 30 are summarized as follows:

	2006		2005
Real estate loans:
Single-family residential	$	127,993,914	$	133,438,043
Multifamily residential		9,623,559		8,812,085
Agricultural		18,095,981		20,190,397
Commercial		130,415,628		135,810,958
Total real estate loans		286,129,082		298,251,483
Other loans:
Savings account loans		6,669,883		6,279,261
Commercial business		78,594,307		80,695,014
Other		69,313,129		52,150,010
Total other loans		154,577,319		139,124,285
Total loans receivable		440,706,401		437,375,768
Less:
Undisbursed loan proceeds		5,796,604		7,456,048
Unearned fees, net		147,412		172,412
Allowance for loan losses		2,994,057		3,209,261
Loans receivable, net	$	431,768,328	$	426,538,047

The Company originates adjustable rate mortgage loans to hold for investment. The Company also originates 15 year, 20 year and 30 year fixed-rate mortgage loans and sells substantially all new originations of such loans to outside investors. Such loans are typically originated for sale. These loans are typically held for sale only a short time, and were approximately $3.2 million and $3.1 million as of September 30, 2006 and 2005, respectively. Normally the short time between origination and sale does not provide for significant differences between cost and market values.

During 2006, the Company sold the servicing rights on $97.2 million of loans previously sold to Fannie Mae for a net gain of $159 thousand.

16

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

The Company is not committed to lend additional funds to debtors whose loans have been modified.

The Company grants real estate, commercial, consumer and agricultural real estate loans, primarily in northeastern Arkansas and Tulsa County Oklahoma. Substantially all loans are collateralized by real estate or consumer assets.

5. ACCRUED INTEREST RECEIVABLE

Accrued interest receivable at September 30 is summarized as follows:

	2006		2005
Securities	$	1,191,180	$	1,050,443
Loans receivable		3,846,579		3,437,394
TOTAL	$	5,037,759	$	4,487,837

6. ALLOWANCE FOR LOAN AND FORECLOSED REAL ESTATE LOSSES

Activity in the allowance for losses on loans and foreclosed real estate for the years ended September 30, 2006, 2005 and 2004 is as follows:

	Loans			Foreclosed Real Estate
BALANCE, OCTOBER 1, 2003	$	4,067,660		$	88,293
Provision for losses		3,900,000			272,515
Charge-offs		(4,645,193	)		(317,717	)
Recoveries		443,033			34,264
BALANCE, SEPTEMBER 30, 2004		3,765,500			77,355
Provision for losses		525,000			161,200
Charge-offs		(2,309,202	)		(201,244	)
Recoveries		1,227,963			7,000
BALANCE, SEPTEMBER 30, 2005		3,209,261			44,311
Provision for losses		845,000			76,700
Charge-offs		(1,522,663	)		(111,939	)
Recoveries		462,459			4,411
BALANCE, SEPTEMBER 30, 2006	$	2,994,057		$	13,483

17

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

The following is a summary of information pertaining to impaired and non-accrual loans:

	September 30,
	2006		2005
	(in thousands)
Impaired loans with a valuation allowance	$	1,875	$	937
Impaired loans without a valuation allowance		—		—
Total Impaired Loans	$	1,875	$	937
Valuation allowance related to impaired loans	$	409	$	229
Total non-accrual loans	$	2,059	$	3,936
Total loans past-due ninety days or more and still accruing	$	4	$	161

	Years Ended September 30,
	2006		2005
	(in thousands)
Average investment in impaired loans	$	1,354	$	4,700
Interest income recognized on impaired loans	$	69	$	35

Interest income recognized on a cash basis on impaired loans is not significantly different from interest recognized on impaired loans above. No additional funds are committed to be advanced in connection with impaired loans.

7. PREMISES AND EQUIPMENT

Premises and equipment at September 30 are summarized as follows:

	2006			2005
Cost:
Land	$	3,654,614		$	3,654,614
Buildings and improvements		14,429,261			14,186,463
Furniture, fixtures, and equipment		5,638,965			5,481,484
		23,722,840			23,322,561
Less accumulated depreciation		(7,846,347	)		(6,605,649	)
TOTAL	$	15,876,493		$	16,716,912

18

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

The Company is obligated under various non-cancelable operating leases for premises and equipment. Rental expense was $125,000, $122,000, and $131,000 for the years ended September 30, 2006, 2005 and 2004, respectively. Most of the leases contain options to extend for periods of 5 years. As of September 30, 2006, the approximate future minimum lease payments due under the aforementioned operating leases for their base terms are as follows:

Years ending September 30:
2007	$	125,931
2008		117,216
2009		69,927
2010		55,539
2011		4,177
Total	$	372,792

8. GOODWILL AND CORE DEPOSIT PREMIUMS, NET

There has been no change in the $8,847,572 carrying amount of goodwill for the years ended September 30, 2006 and 2005.

As of September 30, 2006, the Company has total core deposit intangible assets of $4,350,114 net of accumulated amortization of approximately $5,240,092. Core deposit intangible assets are estimated to have a useful life of 10 years.

The amortization of core deposit premiums is reported in the “interest expense on deposits” line item of the Company’s Consolidated Statements of Income. Total amortization expense for core deposit intangible assets was approximately $973,204, $973,204, and $944,696 for the years ended September 30, 2006, 2005, and 2004 respectively. Amortization expense for the net carrying amount of core deposit intangible assets at September 30, 2006 is estimated to be as follows:

Years ending September 30:
2007	$	973,204
2008		838,883
2009		794,109
2010		794,109
2011		643,060
After September 30, 2011		306,749
Total	$	4,350,114

19

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

9. DEPOSITS

Deposits at September 30 are summarized as follows:

	2006		2005
Checking accounts, including noninterest-bearing deposits of $32,426,589 and $40,043,005 in 2006 and in 2005 , respectively	$	181,900,018	$	200,411,165
Passbook savings		34,705,369		45,846,512
Certificates of deposit		341,183,044		267,786,057
TOTAL	$	557,788,431	$	514,043,734

The aggregate amount of jumbo certificates of deposit with a minimum denomination of $100,000 was $152,742,712 and $115,268,031 at September 30, 2006 and 2005, respectively.

At September 30, 2006, scheduled maturities of certificates of deposit, net are as follows:

	Total
Years ending September 30:
2007	$	271,418,792
2008		39,774,661
2009		17,591,134
2010		8,396,597
2011		4,132,360
Subtotal	$	341,313,544
Unamortized acquisition adjustment		(130,500	)
TOTAL	$	341,183,044

Interest expense on deposits for the years ended September 30, 2006, 2005, and 2004, is summarized as follows:

	2006		2005		2004
Checking	$	3,905,559	$	3,191,612	$	3,529,430
Savings		921,980		851,069		585,210
Certificates of deposit		12,277,539		8,189,538		7,505,007
TOTAL	$	17,105,078	$	12,232,219	$	11,619,647

20

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

10. FEDERAL HOME LOAN BANK STOCK AND ADVANCES

The Company is required to purchase stock in the FHLB. Such stock may be redeemed at par but is not readily marketable. At September 30, 2006 and 2005, the Company had stock of $6,571,500 and $7,962,000, respectively. Pursuant to collateral agreements with the FHLB, advances are collateralized by all of the Company’s stock in the FHLB and by 75% of qualifying loans with a carrying value at September 30, 2006 and 2005, of approximately $138,991,000 and $136,740,000, respectively. Advances at September 30, 2006 and 2005, have maturity dates as follows:

	2006				2005
	Weighted Average Rate		Amount		Weighted Average Rate		Amount
September 30:
2006			$	—	2.93	%	$	76,980,000
2007	3.99	%		75,500,000	3.31	%		49,500,000
2008	3.91	%		10,357,965	3.95	%		10,574,980
2009	4.43	%		5,000,000	4.43	%		5,000,000
2010	7.03	%		4,000,000	7.03	%		4,000,000
2011	5.06	%		7,000,000				—
Thereafter	6.97	%		2,540,327	6.97	%		2,590,417
TOTAL	4.26	%	$	104,398,292	3.36	%	$	148,645,397

Interest expense on FHLB advances was $5,195,592, $4,997,198, and $3,657,921, for the years ended September 30, 2006, 2005, and 2004, respectively. Interest rates on all FHLB advances are fixed as of September 30, 2006.

11. TRUST PREFERRED SECURITIES

On March 28, 2001, Pocahontas Capital Trust I, a Delaware statutory business trust wholly owned by Pocahontas Bancorp, Inc., sold to qualified buyers in a private placement offering $7.5 million of 10.18% cumulative trust preferred securities. The proceeds were used to purchase an equal principal amount of 10.18% subordinated debentures of Pocahontas Bancorp, Inc. Pocahontas Bancorp, Inc. has, through various contractual arrangements, fully and unconditionally guaranteed all obligations of Pocahontas Capital Trust I on a subordinated basis with respect to the preferred securities. Subject to certain limitations, the preferred securities qualify as regulatory Tier 1 capital and are presented in the consolidated statements of financial condition as liabilities. The sole asset of Pocahontas Capital Trust I is the subordinated debentures issued by Pocahontas Bancorp, Inc. Both the preferred securities of Pocahontas Capital Trust I and the subordinated debentures of Pocahontas Bancorp, Inc. will mature on June 6, 2031; however, they may be prepaid, prior to maturity at any time on or after June 8, 2011, or earlier upon the occurrence of a special event as defined as certain changes in tax or investment company laws or regulatory capital requirements.

On November 28, 2001, Pocahontas Capital Trust II, a Delaware statutory business trust wholly owned by Pocahontas Bancorp, Inc., sold to qualified buyers in a private placement offering $10.0 million of variable rate (LIBOR +3.75%) cumulative trust preferred securities. The coupon resets semi-annually and has a coupon cap of 11.0% until December 8, 2006. The proceeds were used to purchase an equal principal amount of variable rate (LIBOR +3.75%) subordinated debentures of Pocahontas Bancorp, Inc. Pocahontas Bancorp, Inc. has, through various contractual arrangements, fully and unconditionally guaranteed all obligations of Pocahontas Capital

21

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

Trust II on a subordinated basis with respect to the preferred securities. Subject to certain limitations, the preferred securities qualify as regulatory Tier 1 capital and are presented in the consolidated statements of financial condition as liabilities. The sole asset of Pocahontas Capital Trust II is the subordinated debentures issued by Pocahontas Bancorp, Inc. Both the preferred securities of Pocahontas Capital Trust II and the subordinated debentures of Pocahontas Bancorp, Inc. will mature on December 8, 2031; however, they may be prepaid, prior to maturity and upon prior approval from the OTS at any time on or after December 8, 2006, or earlier upon the occurrence of a special event as defined as certain changes in tax or investment company laws or regulatory capital requirements.

For the years ended September 30, 2006, 2005 and 2004, interest expense incurred on the trust preferred securities totaled $1,610,239, $1,440,363, and $1,286,688, respectively. Such interest is shown under interest expense as a separate line item, in the consolidated statements of income.

12. DEFERRED COMPENSATION

The Company has funded and unfunded deferred compensation agreements with a former executive and non-officer members of the Board of Directors. The plans limit the ability of the executive to compete with the Company and require that the directors continue to serve for a specified period of time. The amount of expense related to such plans for the years ended September 30, 2006, 2005, and 2004, was approximately $1,700, $14,000, and $13,000, respectively. As of September 30, 2006 and 2005, approximately $23,000, and $302,000, respectively was payable under the remaining agreements.

On March 2, 1999, the Company, the Bank, and an executive entered into an Employment Separation Agreement and Release (the “Agreement”). The Agreement provides, among other things, for the payment by the Company to the executive of $2,750,000, plus interest on the unpaid balance at the federal funds rate as determined monthly, in installments of not less than $150,000 annually, with the entire unpaid amount due upon the executive’s death. The unpaid balance, including accrued interest, was approximately $1,766,000 and $1,875,000 at September 30, 2006 and 2005, respectively.

13. RETIREMENT PLAN AND 401K AND EMPLOYEE STOCK OWNERSHIP PLAN

The Company has a 401K and Employee Stock Ownership Plan (“ESOP”). The 401K portion of the plan has semi-annual open enrollment dates and covers all employees who have accumulated one hour of service in each year. The Company can make either matching contributions or contribute an amount equal to a flat percentage rate, selected by discretion of the Board of Directors, applied to the base salary of each eligible employee. The Company made no contributions to the 401K portion of the plan for the years ended September 30, 2006, 2005 and 2004.

The Company established the ESOP on March 31, 1998. The plan covers all employees who have accumulated one year with 1,000 hours of service in each year. In 2003, the ESOP established a $2.0 million line of credit with the Company that was to be used to purchase additional shares of Company stock. In 2004, the ESOP established a second $2.0 million line of credit with the Company that was to be used to purchase additional shares of Company stock. Both loans were collateralized by the shares that were purchased with the proceeds of the loan; as of September 30, 2004, the ESOP owed $0.3 million on the first line of credit and $1.8 million on the second line of credit.

22

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

During October 2004, the ESOP established a third line of credit for $3.1 million with the Company to be used to payoff the outstanding balances of $0.3 million on the first line of credit and the $1.8 million on the second line of credit and purchase up to $1.0 million in additional shares of Company stock on or before December 31, 2005. The loan is collateralized by shares that were purchased with the proceeds of the loans; as of September 30, 2005, the ESOP owed $1.8 million on the line of credit. As the loan is repaid, ESOP shares will be allocated to participants of the ESOP and are available for release to the participants subject to the vesting provisions of the ESOP. The Company contributed $316,757, $503,605, and $717,636, respectively, to the ESOP in years ended September 30, 2006, 2005, and 2004.

The Company also has a supplemental retirement plan for certain executive officers. The plan requires that a set amount be deposited into a trust each year until the executive officers reach 60 years of age. The amount of expense related to such plans was approximately $122,000, for each of the years ended September 30, 2006, 2005, and 2004, respectively.

14. INCOME TAXES

Bancorp and its subsidiaries file consolidated federal income tax returns on a fiscal year basis. During the year ended September 30, 1997, new legislation was enacted which provides for the recapture into taxable income of certain amounts previously deducted as additions to the bad debt reserves for income tax purposes. The Company began changing its method of determining bad debt reserves for tax purposes following the year ended September 30, 1996. The amounts to be recaptured for income tax reporting purposes are considered by the Company in the determination of the net deferred tax liability.

Income tax provision (benefit) for the years ended September 30 is summarized as follows:

	2006			2005		2004
Current tax
Federal	$	498,393		$	535,991	$	2,335,897
State		(54,950	)		72,903		451,937
		443,443			608,894		2,787,834
Deferred tax
Federal		(478,401	)		404,860		(1,117,427	)
State		(55,592	)		82,780		(207,163	)
		(533,993	)		487,640		(1,324,590	)
Total	$	(90,550	)	$	1,096,534	$	1,463,244

For the year ended September 30, 2006, the Company incurred federal alternative minimum tax of approximately $269,000 due principally to significant earnings from tax-exempt municipal bonds and the increase in the cash surrender value of officers’ life insurance. This amount will be available as a credit to offset regular federal tax in future years.

23

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

The income tax provision differed from the amounts computed by applying the federal income tax rates as a result of the following:

	2006					2005					2004
Expected income tax expense	34.0	%	$	721,847		34.0	%	$	1,496,541		34.0	%	$	1,672,752
Exempt income	(30.1	)		(639,913	)	(8.1	)		(358,600	)	(6.4	)		(314,175	)
Cash surrender value of life insurance	(5.5	)		(117,257	)	(2.4	)		(104,851	)	(2.2	)		(107,839	)
State tax, net of federal benefit	(3.4	)		(72,958	)	2.4			104,345		3.3			161,551
Other	0.8			17,731		(0.6	)		(40,901	)	1.0			50,955
TOTAL	(4.3	)%	$	(90,550	)	25.3	%	$	1,096,534		29.7	%	$	1,463,244

The net deferred tax amount, which is included in other assets (liabilities), consisted of the following:

	2006			2005
Deferred tax assets:
Deferred compensation	$	712,092		$	869,288
Allowance for loan losses		1,633,504			1,857,974
Unrealized loss on available-for-sale securities		1,221,097			980,512
Acquired deposit discount		75,779			—
Acquired loan premium		170,790			—
Tax credits		268,789			—
Other		17,271			17,946
Total deferred tax assets		4,099,321			3,725,720
Deferred tax liabilities:
Acquired core deposit intangible		(740,068	)		(1,001,136	)
Acquired deposit discount		—			(156,643	)
Acquired loan premium		—			(21,351	)
FHLB stock dividends		(315,956	)		(214,572	)
Other		(407,145	)		(470,444	)
Total deferred tax liabilities		(1,463,169	)		(1,864,146	)
Net deferred tax asset (liability)	$	2,636,152		$	1,861,574

The Company provides for the recognition of a deferred tax asset or liability for the future tax consequences of differences in carrying amounts and tax bases of assets and liabilities. Specifically exempted from this provision are bad debt reserves for tax purposes of U.S. savings and loan associations in the association’s base year, as defined. Base year reserves total approximately $3,600,000. Consequently, a deferred tax liability of approximately $1,378,000 related to such reserves is not provided for in the statement of financial condition.

24

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

15. REGULATORY MATTERS

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of tangible and core capital (as defined in the regulations) to adjusted total assets (as defined), and of total capital (as defined) to risk weighted assets (as defined). Management believes, as of September 30, 2006, that the Bank met all capital adequacy requirements to which it is subject.

As of September 30, 2006 and 2005, the most recent notification from the Office of Thrift Supervision (“OTS”) categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total, tangible, and core capital ratios as set forth in the table below. There are no conditions or events since that notification that management believes have changed the institution’s category.

The Bank’s actual capital amounts (in thousands) and ratios are also presented in the table:

	Actual				Required For Capital Adequacy Purposes				Required To Be Categorized As Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
As of September 30, 2006:
Tangible capital to tangible assets	$	54,579	7.51	%	$	10,906	1.50	%		N/A	N/A
Core capital to adjusted tangible assets		54,579	7.51			29,084	4.00		$	36,355	5.00
Total capital to risk weighted assets		57,573	12.39			37,176	8.00			46,471	10.00
Tier I capital to risk weighted assets		54,579	11.74			18,588	4.00			27,882	6.00
As of September 30, 2005:
Tangible capital to tangible assets	$	49,414	6.80	%	$	10,903	1.50	%		N/A	N/A
Core capital to adjusted tangible assets		49,414	6.80			29,074	4.00		$	36,343	5.00
Total capital to risk weighted assets		52,623	11.50			36,595	8.00			45,743	10.00
Tier I capital to risk weighted assets		49,414	10.80			18,297	4.00			27,446	6.00

25

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

16. RETAINED EARNINGS

The Bank may not declare or pay cash dividends on its shares of common stock if the effect thereof would cause the Bank’s stockholder’s equity to be reduced below applicable regulatory capital maintenance requirements for insured institutions. This requirement effectively limits the dividend paying ability of the Company in that the Company must maintain an investment in equity of the Bank sufficient to enable the Bank to meet its requirements as noted above. Required capital amounts are shown in Note 15 to the consolidated financial statements. Liquidation account balances are not maintained because of the cost of maintenance and the remote likelihood of complete liquidation. Additionally, the Bank is limited to distributions it may make to Bancorp without OTS approval if the distribution would cause the total distributions to exceed the Bank’s net income for the year to date plus the Bank’s net income (less distributions) for the preceding two years. Bancorp may use assets other than its investment in the Bank as a source of dividends.

17. EARNINGS PER SHARE

The earnings per share amounts were computed using the weighted average number of shares outstanding during the periods presented. In accordance with Statement of Position No. 93-6, Employers’ Accounting for Employee Stock Ownership Plans, issued by the American Institute of Certified Public Accountants, shares owned by the Company’s Employee Stock Ownership Plan that have not been committed to be released are not considered to be outstanding for the purpose of computing earnings per share.

The weighted average numbers of shares used in the basic and diluted earnings per share calculation are set out in the table below:

	Year Ended September 30
	2006	2005	2004
Basic EPS weighted average shares	4,508,501	4,492,462	4,470,913
Add dilutive effect of unexercised options	68,764	78,772	126,184
Dilutive EPS weighted average shares	4,577,265	4,571,234	4,597,097

18. CONTINGENCIES

The Company is a defendant in certain claims and legal actions 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 adverse effect on the consolidated financial statements of the Company and subsidiaries.

26

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

19. OFF-BALANCE SHEET ARRANGEMENTS AND COMMITMENTS

The Company, in the normal course of business, makes commitments to buy or sell assets or to incur or fund liabilities. Commitments include, but are not limited to the origination, purchase, or sale of loans, the purchase of investment securities, fulfillment of commitments under letters-of-credit, extensions of credit on home equity lines of credit and construction loans, and the commitment to fund withdrawals of savings accounts at maturity.

At September 30, 2006, the Company’s off-balance sheet arrangements principally included lending commitments, which are described below. At September 30, 2006, the Company had no interests in non-consolidated special purpose entities. At September 30, 2006, commitments included:

Total approved loan origination commitments outstanding were $6.4 million.

Rate lock agreements with customers of $3.7 million, all of which have been locked with an investor.

Undisbursed balances of construction loans of $5.8 million.

Total unused lines of credit of $26.9 million.

Outstanding letters of credit of $0.7 million.

Total certificates of deposit scheduled to mature in one year or less of $271.3 million.

Total unfunded commitments to originate loans for sale and the related commitments to sell of $3.7 million meet the definition of a derivative financial instrument; the related asset and liability are considered immaterial at September 30, 2006.

Based on historical experience, management believes that a significant portion of maturing deposits will remain with the Company. The Company anticipates that it will continue to have sufficient funds, through repayments, deposits and borrowings, to meet its current commitments.

The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit, standby letters of credit, and financial guarantees written is represented by the contractual notional amount of those instruments. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.

Unless noted otherwise, the Company does not require collateral or other security to support such financial instruments with credit risk.

Commitments to Extend Credit and Financial Guarantees—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 expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if it is deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation of the counterparty.

27

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds marketable securities as collateral supporting these commitments for which collateral is deemed necessary.

The Company has not incurred any losses on its commitments in any of the three years in the period ended September 30, 2006.

20. RELATED PARTY TRANSACTIONS

In the normal course of business, the Company has made loans to its directors, officers, and their related business interests. In the opinion of management, related party loans are made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unrelated persons and do not involve more than the normal risk of collectability. The aggregate dollar amount of loans outstanding to directors, officers, and their related business interests total approximately $14,886,239, and $13,110,829 at September 30, 2006, and 2005, respectively. During the year ended September 30, 2006, total principal additions were $7,977,280 and total principal reductions were $6,201,870.

Deposits from related parties held by the Company at September 30, 2006, and 2005, amounted to $5,586,355 and $4,823,108, respectively.

21. RESTRICTED STOCK AWARD PROGRAMS AND STOCK OPTION PLANS

1998 Stock Option Plan—

The Company’s stockholders adopted the 1998 Stock Option Plan (“SOP”) on October 23, 1998. The SOP provides for a committee of the Company’s Board of Directors to award any one or a combination of incentive stock options, non-statutory or compensatory stock options, limited rights, dividend equivalent rights and reload options, representing up to 357,075 shares of the Company’s stock. The options will vest in equal amounts over five years beginning one year from the date of grant. Options granted vest immediately in the event of retirement, disability, or death and are generally exercisable for a three year period following such event. Outstanding stock options expire no later than 10 years from the date of grant. Under the SOP, options have been granted to directors and key employees of the Company. The exercise price in each case equals the fair market value of the Company’s stock at the date of grant. The Company granted 350,000 options on October 23, 1998, which have an exercise price of $9.00 per share, the fair value of the stock on that date. The weighted average remaining contractual life of the options as of September 30, 2006, is 2.1 years.

28

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

Stock Options Assumed in Acquisition—

During the year ended September 30, 2002, the Company completed its acquisition of North Arkansas Bancshares, Inc. The Company assumed 30,970 in stock options granted to employees and directors of North Arkansas Bancshares, Inc. related to such acquisition. All options granted to non-employee directors shall expire one year after the non-employee director ceases to maintain continuous service.

A summary of the activity of the Company’s stock option plans is as follows:

	Shares	Weighted Average Exercise Price
Outstanding at October 01, 2004	190,831	$	8.77
Granted	—
Exercised	—
Forfeited	—
Outstanding at September 30, 2005	190,831	$	8.77
Granted	—
Exercised	—
Forfeited	—
Outstanding at September 30, 2006	190,831	$	8.77
Options exercisable at September 30, 2004	190,831	$	8.77
Options exercisable at September 30, 2005	190,831	$	8.77
Options exercisable at September 30, 2006	190,831	$	8.77

1998 Recognition Plan

The 1998 Recognition and Retention Plan (“RRP”) provides for a committee of the Company’s Board of Directors to award restricted stock to key officers as well as non-employee directors. The RRP authorizes the Company to grant up to 142,830 shares of the Company’s common stock. The Committee granted 142,830 shares to key officers and non-employee directors on October 23, 1998.

Compensation expense was recognized based on the fair market value of the shares on the grant date of $9.00 over the vesting period. The shares vested equally over a five year period with the first vesting date of January 3, 2000. All expense associated with this plan has been recognized.

29

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

22. OTHER COMPREHENSIVE INCOME

	Year Ended September 30, 2006
	Before Tax Amount			Tax Benefit		Net-of-Tax Amount
UNREALIZED GAINS (LOSSES) ON SECURITIES:
Unrealized holding gain (loss) on securities arising during period	$	(214,612	)	$	72,968	$	(141,644	)
Less reclassification adjustment for gains included in net income		(269,941	)		91,780		(178,161	)
Other comprehensive income (loss)	$	(484,553	)	$	164,748	$	(319,805	)
	Year Ended September 30, 2005
	Before Tax Amount			Tax Benefit		Net-of-Tax Amount
UNREALIZED GAINS (LOSSES) ON SECURITIES:
Unrealized holding gain (loss) on securities arising during period	$	(2,161,632	)	$	734,955	$	(1,426,677	)
Less reclassification adjustment for gains included in net income		(565,939	)		192,419		(373,520	)
Other comprehensive income (loss)	$	(2,727,571	)	$	927,374	$	(1,800,197	)
	Year Ended September 30, 2004
	Before Tax Amount			Tax Benefit		Net-of-Tax Amount
UNREALIZED GAINS (LOSSES) ON SECURITIES:
Unrealized holding gain (loss) on securities arising during period	$	(2,063,261	)	$	701,509	$	(1,361,752	)
Less reclassification adjustment for gains included in net income		(385,867	)		131,195		(254,672	)
Other comprehensive income (loss)	$	(2,449,128	)	$	832,704	$	(1,616,424	)

23. MERGER AGREEMENT

On July 26, 2006, the Company entered into a definitive agreement with IBERIABANK Corporation (“IBERIABANK”) pursuant to which IBERIABANK will acquire the Company. According to the agreement, shareholders of Bancorp will receive 0.2781 share of IBERIABANK common stock per outstanding share of Bancorp common stock. The merger consideration is not subject to caps or collars. The transaction is expected to be consummated in the first calendar quarter of 2007, subject to regulatory and Bancorp shareholder approvals. Subsequent to completion of the merger, First Community Bank will operate as a separately chartered banking subsidiary of IBERIABANK.

24. PARENT COMPANY ONLY FINANCIAL INFORMATION

The following condensed statements of financial condition as of September 30, 2006 and 2005, and condensed statements of income and cash flows for the years ended September 30, 2006, 2005 and 2004, for Pocahontas Bancorp, Inc. should be read in conjunction with the consolidated financial statements and the notes herein.

30

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

POCAHONTAS BANCORP, INC.

(PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF FINANCIAL CONDITION

SEPTEMBER 30, 2006 AND 2005

	2006		2005
ASSETS
Cash	$	20,690	$	—
Deposit in Bank		4,916,039		6,297,468
Investment in Bank		65,340,575		62,061,533
Loan receivable		1,815,885		2,056,529
Investment securities		903,470		3,126,044
Other assets		1,747,576		1,323,652
TOTAL ASSETS	$	74,744,235	$	74,865,226
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accrued expenses and other liabilities	$	3,038,363	$	3,659,300
Deferred compensation		1,766,221		1,874,989
Trust preferred securities		16,983,450		16,962,683
Stockholders’ equity		52,956,201		52,368,254
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	74,744,235	$	74,865,226

CONDENSED STATEMENTS OF INCOME

YEARS ENDED SEPTEMBER 30, 2006, 2005 AND 2004

	2006			2005		2004
INCOME:
Dividend from the Bank	$	—		$	4,000,000	$	5,500,000
Interest and investment income		543,898			497,144		536,154
Total Income		543,898			4,497,144		6,036,154
EXPENSES:
Interest expense		1,703,511			1,568,526		1,335,162
Operating expenses		1,090,918			748,985		671,960
Total Expenses		2,794,429			2,317,511		2,007,122
EARNINGS (LOSS) BEFORE INCOME TAXES AND EQUITY IN UNDISTRIBUTED EARNINGS OF BANK SUBSIDIARY		(2,250,531	)		2,179,633		4,029,032
INCOME TAX BENEFIT		887,836			726,535		517,437
EARNINGS (LOSS) BEFORE EQUITY IN UNDISTRIBUTED EARNINGS OF BANK SUBSIDIARY		(1,362,695	)		2,906,168		4,546,469
EQUITY IN UNDISTRIBUTED EARNINGS (DISTRIBUTIONS IN EXCESS OF EARNINGS) OF BANK SUBSIDIARY		3,576,325			332,888		(1,089,855	)
NET INCOME	$	2,213,630		$	3,239,056	$	3,456,614

31

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

POCAHONTAS BANCORP, INC.

(PARENT COMPANY ONLY)

CONDENSED STATEMENTS OF CASH FLOWS

YEARS ENDED SEPTEMBER 30, 2006, 2005 AND 2004

	2006			2005			2004
OPERATING ACTIVITIES:
Net income	$	2,213,630		$	3,239,056		$	3,456,614
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in undistributed earnings of Bank subsidiary		(3,576,325	)		(332,888	)		1,089,855
ESOP allocation		213,056			335,987			—
Amortization		20,767			20,766			20,767
Gain on sales of securities		(265,857	)		—			—
Changes in operating assets and liabilities:
Trading securities		(442,256	)		(1,143,679	)		(485,113	)
Loan receivable		240,644			34,696			(1,553,104	)
Other assets		(412,324	)		(559,079	)		166,505
Accrued expenses and other liabilities		(697,046	)		623,938			(74,045	)
Deferred compensation		(108,769	)		(107,945	)		(125,737	)
Net cash (used) provided by operating activities		(2,814,480	)		2,110,852			2,495,742
INVESTING ACTIVITIES:
Proceeds from sales of investments		2,896,563			—			—
Net cash provided by investing activities		2,896,563			—			—
FINANCING ACTIVITIES:
Options exercised		—			—			924,703
Dividends paid		(1,442,822	)		(1,438,506	)		(1,442,791	)
Purchase of treasury stock		—			—			(230,344	)
Net cash used by financing activities		(1,442,822	)		(1,438,506	)		(748,432	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(1,360,739	)		672,346			1,747,310
CASH AND CASH EQUIVALENTS:
Beginning of year		6,297,468			5,625,122			3,877,812
End of year	$	4,936,729		$	6,297,468		$	5,625,122

32

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

25. QUARTERLY FINANCIAL DATA (UNAUDITED)

The following tables represent summarized data for each of the four quarters in the years ended September 30, 2006 and 2005:

	2006
	Fourth Quarter			Third Quarter			Second Quarter			First Quarter
	(in thousands, except per share data)
Interest income	$	10,145		$	9,816		$	9,770		$	9,451
Interest expense		6,550			6,204			5,879			5,498
Net interest income		3,595			3,612			3,891			3,953
Provision for loan losses		535			—			310			—
Net interest income after provision for loan losses		3,060			3,612			3,581			3,953
Non-interest income		1,065			1,150			1,352			1,455
Non-interest expense		4,247			4,161			4,379			4,317
Income before income taxes		(122	)		601			554			1,091
Income tax expense (benefit)		(209	)		(38	)		(77	)		234
Net income	$	87		$	639		$	631		$	857
Basic earnings per share	$	0.02		$	0.14		$	0.14		$	0.19
Diluted earnings per share	$	0.01		$	0.14		$	0.14		$	0.19
Cash dividends declared per common share	$	0.08		$	0.08		$	0.08		$	0.08
	2005
	Fourth Quarter			Third Quarter			Second Quarter			First Quarter
	(in thousands, except per share data)
Interest income	$	9,071		$	9,059		$	8,724		$	8,778
Interest expense		5,102			4,862			4,567			4,411
Net interest income		3,969			4,197			4,157			4,367
Provision for loan losses		400			—			—			125
Net interest income after provision for loan losses		3,569			4,197			4,157			4,242
Non-interest income		1,572			1,734			819			1,551
Non-interest expense		4,427			4,653			4,325			4,100
Income before income taxes		714			1,278			651			1,693
Income tax expense (benefit)		(140	)		440			221			576
Net income	$	854		$	838		$	430		$	1,117
Basic earnings per share	$	0.19		$	0.19		$	0.09		$	0.25
Diluted earnings per share	$	0.19		$	0.19		$	0.09		$	0.24
Cash dividends declared per common share	$	0.08		$	0.08		$	0.08		$	0.08

33

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

26. RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS

Subsequent to the issuance of the Company’s consolidated financial statements included in its Form 10-K/A for the year ended September 30, 2005, the Company determined that a restatement of the amounts for the taxable and nontaxable securities interest income line items of the consolidated statement of income for the year ended September 30, 2004 was necessary due to a classification error. The previously reported nontaxable securities interest income of $0.3 million was understated by $0.6 million and the previously reported taxable securities interest income of $11.8 million was overstated by $0.6 million for the year ended September 30, 2004. The reclassification within securities interest income had no effect on total interest income or any other financial statement line item. In addition, the Company determined that amounts previously presented in the Company’s consolidated statements of cash flows for the years ended September 30, 2005 and 2004 contained errors related to the Company’s transfers from loans to real estate acquired, or deemed acquired, through foreclosure and the loans originated to finance the sale of real estate acquired through foreclosure. As a result, the accompanying consolidated statements of cash flows for the years ended September 30, 2005, and 2004 have been restated to eliminate the effect of the non cash transactions from both the investing activities and operating activities sections. These corrections resulted in an increase in net cash provided by operating activities and a corresponding decrease in cash provided by (or increase in cash used in) investing activities of $2.2 million, and $2.7 million from those amounts previously restated in the consolidated statements of cash flows for the years ended September 30, 2005 and 2004, respectively. There was no change in the net increase (decrease) in cash resulting from these corrections. Further, these changes had no effect on the Company’s consolidated statements of income, consolidated statements of financial condition, or consolidated statements of shareholders’ equity.

As previously reported in its Form 10-K/A for the year ended September 30, 2005, the Company had also previously determined that amounts presented in the Company’s consolidated statement of cash flows for the year ended September 30, 2005, reflected an error in the presentation of the Company’s investment securities that were purchased, but not yet settled, at September 30, 2005. An error in the presentation of the receipt of stock dividends paid on FHLB stock has also been corrected for the years ended September 30, 2005 and 2004. As a result, the consolidated statement of cash flows for the year ended September 30, 2005 has previously been restated to present the purchase of securities not yet settled at September 30, 2005 as a non-cash activity rather than in the investing activities and operating activities sections. The amounts presented in the Company’s consolidated statements of cash flows for the years ended September 30, 2005 and 2004 also reflect a correction in the presentation of the receipt of stock dividends on FHLB stock as an adjustment to reconcile net income to net cash provided by operating activities rather than investing activities. There was no change in the net increase (decrease) in cash resulting from either of these corrections. Further, these changes had no effect on the Company’s consolidated statements of income, consolidated statements of financial condition, or consolidated statements of shareholders’ equity.

34

POCAHONTAS BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

YEARS ENDED SEPTEMBER 30, 2006, 2005, AND 2004

The effect of the restatements on the Company’s consolidated statements of cash flows for the years ended September 30, 2005 and 2004 is reflected in the table below:

Consolidated statement of cash flows:

	2005									2004
	As originally reported			As previously restated			As currently restated			As originally reported			As previously restated			As currently restated
OPERATING ACTIVITIES:
Stock dividends on FHLB stock	$	—		$	(257,700	)	$	(257,700	)	$	—		$	(113,400	)	$	(113,400	)
Changes in operating assets and liabilities:
Other assets		(3,308,409	)		(3,308,409	)		(1,123,662	)		(874,352	)		(874,352	)		1,832,607
Accrued expenses and other liabilities		3,743,021			1,313,021			1,313,021			(798,322	)		(798,322	)		(798,322	)
Net cash provided by operating activities		3,586,039			898,339			3,083,086			8,100,223			7,986,823			10,693,782
INVESTING ACTIVITIES:
Purchases of available for sale and held to maturity securities		(83,004,357	)		(80,574,357	)		(80,574,357	)		(112,557,349	)		(112,557,349	)		(112,557,349	)
Net (increase) decrease in FHLB Bank stock		(36,100	)		221,600			221,600			(2,342,200	)		(2,228,800	)		(2,228,800	)
Increase in loans, net		(44,679,765	)		(44,679,765	)		(46,043,012	)		(277,502	)		(277,502	)		(1,834,799	)
Proceeds from sale of REO		1,810,175			1,810,175			988,675			2,031,355			2,031,355			881,693
Net cash provided (used) by investing activities		(31,199,393	)		(28,511,693	)		(30,696,440	)		39,461,725			39,575,125			36,868,166
FINANCING ACTIVITIES:
Net cash provided (used) by financing activities		15,806,314			15,806,314			15,806,314			(34,363,946	)		(34,363,946	)		(34,363,946	)
NET INCREASE (DECREASE) IN CASH AND DUE FROM BANKS		(11,807,040	)		(11,807,040	)		(11,807,040	)		13,198,002			13,198,002			13,198,002
CASH AND DUE FROM BANKS, AT BEGINNING OF PERIOD		35,218,491			35,218,491			35,218,491			22,020,489			22,020,489			22,020,489
CASH AND DUE FROM BANKS, AT END OF PERIOD	$	23,411,451		$	23,411,451		$	23,411,451		$	35,218,491		$	35,218,491		$	35,218,491
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Purchase of securities not yet settled	$	—		$	2,430,000		$	2,430,000		$	—		$	—		$	—

35

EX-99.6

Exhibit 99.6

IBERIABANK Corporation

UNAUDITED PRO FORMA CONDENSED COMBINED

FINANCIAL INFORMATION

The following tables show information about the financial condition and operations of IBERIABANK Corporation after giving effect to the acquisition of Pulaski Investment Corporation and Pocahontas Bancorp, and the $30 million private placement of IBERIABANK Corporation common stock, the $15 million trust preferred securities offering and the $20 million in long-term borrowings to fund the cash portion of the Pulaski Investment Corporation acquisition. The preliminary unaudited pro forma condensed combined financial information shows the impact of the acquisitions as well as the securities offerings and borrowings on the combined balance sheets and the combined statements of income under the purchase method of accounting with IBERIABANK Corporation treated as the acquirer. Under this method of accounting, the assets and liabilities of Pulaski Investment Corporation and Pocahontas Bancorp are recorded by us at their estimated fair values as of the date the respective acquisitions are completed. The preliminary unaudited pro forma condensed combined balance sheets as of September 30, 2006 assume the acquisitions were completed on that date. The private placement of IBERIABANK Corporation common stock, the trust preferred securities offering and the long-term borrowings are included in the pro forma adjustments column for the Pulaski Investment Corporation acquisition. The preliminary unaudited pro forma income statements for the nine months ended September 30, 2006 and for the year ended December 31, 2005 were prepared assuming the acquisitions were completed on the first day of each respective period.

It is anticipated that Pulaski Investment Corporation and Pocahontas Bancorp will provide IBERIABANK Corporation with financial benefits such as expense efficiencies and revenue enhancements, among other factors, although no assurances can be given that such benefits will be fully achieved. These benefits have not been reflected in the preliminary unaudited pro forma financial information. As required, the preliminary unaudited pro forma condensed combined financial information includes adjustments, which give effect to events that are directly attributable to the transaction and factually supportable; as such, any planned adjustments affecting the balance sheet, income statement, or shares of common stock outstanding subsequent to the assumed acquisition completion date are not included. The preliminary unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not indicate the financial results of the combined companies had the companies actually been combined at the beginning of each period presented.

In addition, the allocation of the purchase price reflected in the preliminary pro forma condensed combined financial information is subject to adjustment. The preliminary purchase price allocation for the acquisitions will vary from the actual purchase price allocation that will be recorded upon the completion of the acquisitions based upon changes in the estimated fair value of the assets and liabilities acquired from Pulaski Investment Corporation and Pocahontas Bancorp. In addition, subsequent to the acquisition completion dates, there may be further refinements of the purchase price allocation as additional information becomes available.

The preliminary unaudited pro forma condensed combined financial information is derived from and should be read in conjunction with the historical consolidated financial statements and related notes, which are included elsewhere in this information statement-prospectus.

The acquisition of Pulaski Investment Corporation is not contingent upon the completion of the acquisition of Pocahontas Bancorp.

IBERIABANK CORPORATION, PULASKI INVESTMENT CORPORATION AND

POCAHONTAS BANCORP, INC.

Unaudited Pro Forma Condensed Combined Consolidated Statement of Financial Condition

As of September 30, 2006

(dollars in thousands)

	IBERIABANK Corporation			Pulaski Investment Corporation			Pro Forma Adjustments			Pro Forma Combined Sub Total			Pocahontas Bancorp			Pro Forma Adjustments			Pro Forma Combined
Assets
Cash and cash equivalents	$	71,066		$	22,623		$	(4,640	)(10)	$	89,049		$	23,825		$	(5,037	)(j)	$	107,837
Securities available for sale, at fair value		576,634			54,741			(52,800	)(5)		578,575			93,561			—			672,136
Securities held to maturity		24,023			150			(3	)(5)		24,170			133,120			(2,933	)(e)		154,357
Mortgage loans held for sale		20,055			40,368			—			60,423			3,244			—			63,667
Loans, net		2,139,530			344,669			(2,383	)(2),(3),(4)		2,481,816			431,768			3,084	(b),(c),(d)		2,916,668
Premises and equipment, net		68,231			24,398			12,867	(1)		105,496			15,876			2,789	(a)		124,161
Goodwill		93,167			613			78,037	(13)		171,817			8,848			19,157	(m)		199,822
Other assets		119,558			15,851			12,643	(7)		148,052			28,212			8,020	(g),(l)		184,284
Total Assets	$	3,112,264		$	503,413		$	43,721		$	3,659,398		$	738,454		$	25,080		$	4,422,932
Liabilities
Deposits	$	2,405,837		$	406,611		$	(530	)(6)	$	2,811,918		$	557,788		$	(1,504	)(f)	$	3,368,202
Short-term borrowings		169,327			26,000			—			195,327			12,000			—			207,327
Long-term debt		234,265			23,439			(17,195	)(8),(12)		240,509			109,381			215	(h)		350,105
Other liabilities		22,576			5,905			8,067	(11)		36,548			6,329			3,745	(k)		46,622
Total Liabilities		2,832,005			461,955			(9,658	)		3,284,302			685,498			2,456			3,972,256
Shareholders’ Equity
Common stock		11,802			610			1,054			13,466			76			1,215			14,757
Additional paid-in-capital		198,533			699			92,474			291,706			57,135			17,154			365,995
Retained earnings		168,169			40,569			(40,569	)		168,169			24,784			(24,784	)		168,169
Unearned compensation		(13,928	)		—			—			(13,928	)		(1,799	)		1,799			(13,928	)
Accumulated other comprehensive income		(6,335	)		(420	)		420			(6,335	)		(2,837	)		2,837			(6,335	)
Treasury stock at cost		(77,982	)		—			—			(77,982	)		(24,403	)		24,403			(77,982	)
Total Shareholders’ Equity		280,259			41,458			53,379	(9)		375,096			52,956			22,624	(i)		450,676
Total Liabilities and Shareholders’ Equity	$	3,112,264		$	503,413		$	43,721		$	3,659,398		$	738,454		$	25,080		$	4,422,932

2

IBERIABANK CORPORATION, PULASKI INVESTMENT CORPORATION AND

POCAHONTAS BANCORP, INC.

Unaudited Pro Forma Condensed Combined Consolidated Statement of Income

For the Nine Months ended September 30, 2006

(in thousands, except per share data)

	IBERIABANK Corporation			Pulaski Investment Corporation		Pro Forma Adjustments			Pro Forma Combined Sub Total			Pocahontas Bancorp			Pro Forma Adjustments			Pro Forma Combined
Interest and Dividend Income
Loans, including fees	$	97,319		$	21,765	$	491	(2)	$	119,575		$	21,871		$	(1,376	)(b)	$	140,070
Investment securities		21,663			2,117		(2,126	)(5)		21,654			7,859			341	(e)		29,854
Other		2,044			442		—			2,486			—			—			2,486
Total interest and dividend income		121,026			24,324		(1,635	)		143,715			29,730			(1,035	)		172,410
Interest Expense
Deposits		41,218			7,543		530	(6)		49,291			13,276			735	(f),(g)		63,302
Borrowings		10,706			1,836		(61	)(8),(10),(12)		12,481			5,357			542	(h),(j)		18,380
Total interest expense		51,924			9,379		469			61,772			18,633			1,277			81,682
Net interest income		69,102			14,945		(2,104	)		81,943			11,097			(2,312	)		90,728
Provision for loan losses		(3,856	)		299		—			(3,557	)		845			—			(2,712	)
Net interest income after provision for loan losses		72,958			14,646		(2,104	)		85,500			10,252			(2,312	)		93,440
Noninterest income		18,800			23,833		—			42,633			3,567			—			46,200
Noninterest expense		54,169			34,205		1,173	(1),(7)		89,547			12,787			892	(a),(g)		103,226
Income (loss) before income tax expense		37,589			4,274		(3,277	)		38,586			1,032			(3,204	)		36,414
Income tax expense (benefit)		10,809			1,710		(1,147	)(11)		11,372			(325	)		(1,121	)(k)		9,926
Net Income (Loss)	$	26,780		$	2,564	$	(2,130	)	$	27,214		$	1,357		$	(2,083	)	$	26,488
Earnings (loss) per share—basic	$	2.87		$	1.05				$	2.48		$	0.30					$	2.16
Earnings (loss) per share—diluted	$	2.70		$	1.05				$	2.35		$	0.29					$	2.06
Average shares outstanding		9,328			2,439		(775	)(14)		10,992			4,529			(3,238	)(n)		12,283
Average shares outstanding—diluted		9,919			2,439		(775	)(14)		11,583			4,598			(3,307	)(n)		12,874

3

IBERIABANK CORPORATION, PULASKI INVESTMENT CORPORATION AND

POCAHONTAS BANCORP, INC.

Unaudited Pro Forma Condensed Combined Consolidated Statement of Income

For the Year ended December 31, 2005, except as noted below ^(A)

(in thousands, except per share data)

	IBERIABANK Corporation		Pulaski Investment Corporation		Pro Forma Adjustments			Pro Forma Combined Sub Total		Pocahontas Bancorp (A)		Pro Forma Adjustments			Pro Forma Combined
Interest and Dividend Income
Loans, including fees	$	109,201	$	25,854	$	655	(2)	$	135,710	$	23,805	$	(1,835	)(b)	$	157,680
Investment securities		24,192		1,243		(2,834	)(5)		22,601		11,827		454	(e)		34,882
Other		1,856		521		—			2,377		—		—			2,377
Total interest and dividend income		135,249		27,618		(2,179	)		160,688		35,632		(1,381	)		194,939
Interest Expense
Deposits		36,597		6,058		530	(6)		43,185		12,232		531	(f),(g)		55,948
Borrowings		13,854		1,762		(82	)(8),(10),(12)		15,534		6,710		759	(h),(j)		23,003
Total interest expense		50,451		7,820		448			58,719		18,942		1,290			78,951
Net interest income		84,798		19,798		(2,627	)		101,969		16,690		(2,671	)		115,988
Provision for loan losses		17,069		1,783		—			18,852		525		—			19,377
Net interest income after provision for loan losses		67,729		18,015		(2,627	)		83,117		16,165		(2,671	)		96,611
Noninterest income		26,141		39,166		—			65,307		5,676		—			70,983
Noninterest expense		64,438		46,985		1,564	(1),(7)		112,987		17,505		1,189	(a),(g)		131,681
Income (loss) before income tax expense		29,432		10,196		(4,191	)		35,437		4,336		(3,860	)		35,913
Income tax expense (benefit)		7,432		3,867		(1,467	)(11)		9,832		1,097		(1,351	)(k)		9,578
Net Income (Loss)	$	22,000	$	6,329	$	(2,724	)	$	25,605	$	3,239	$	(2,509	)	$	26,335
Earnings (loss) per share—basic	$	2.40	$	2.59				$	2.37	$	0.72				$	2.17
Earnings (loss) per share—diluted	$	2.24	$	2.59				$	2.23	$	0.71				$	2.06
Average shares outstanding		9,155		2,444		(780	)(14)		10,819		4,492		(3,201	)(n)		12,110
Average shares outstanding—diluted		9,813		2,444		(780	)(14)		11,477		4,571		(3,280	)(n)		12,768

(A) The Pocahontas Bancorp, Inc. historical numbers are for its fiscal year ended September 30, 2005.

Pulaski Investment Corporation

1) Adjustment to fair value Pulaski Investment Corporation’s fixed assets. The adjustment reflected, which totals $12.9 million, is based upon currently available fair value information. The adjustment will be depreciated over the estimated remaining life of the adjusted fixed assets using the straight-line method. The preliminary pro forma combined income statement impact of the adjustment resulted in pre-tax increases to depreciation expense of $0.2 million and $0.3 million for the nine months ended September 30, 2006 and the year ended December 31, 2005, respectively. The final adjustment may be significantly different.

2) Adjustment to fair value Pulaski Investment Corporation’s loan portfolio. The adjustment reflected, which totals $1.3 million, is based upon currently available fair value information. The adjustment will be recognized over the estimated remaining life of the loan portfolio using the effective yield method. The preliminary pro forma combined income statement impact of the adjustment resulted in pre-tax increases to interest income of $0.5 million and $0.7 million for the nine months ended September 30, 2006 and the year ended December 31, 2005, respectively. The final adjustment may be significantly different.

3) Adjustment to the allowance for loan losses for certain loans for which IBERIABANK Corporation’s plans for ultimate recovery differ from those of Pulaski Investment Corporation. IBERIABANK Corporation intends to dispose of these loans through sales or other means. The adjustment, which totals $0.5 million, is based upon a partial review of the Pulaski Investment Corporation loan portfolio. As IBERIABANK Corporation obtains additional information on the Pulaski Investment Corporation loan portfolio, the final adjustment may be significantly different from the adjustment reflected herein.

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4) Adjustment to reflect the estimated discount on impaired loans of $0.7 million in accordance with AICPA Statement of Position 03-3. The final adjustment may be significantly different.

5) Adjustment to recognize securities classified as held to maturity by Pulaski Investment Corporation at fair value. The adjustment, which totals $3.0 thousand, is based upon currently available fair value information. Adjustments to securities also include the sale of $52.8 million of available for sale securities subsequent to the acquisition of Pocahontas Bancorp. The preliminary pro forma combined income statement impact of the sale of securities is a decrease in interest income of $2.1 million and $2.8 million for the nine months ended September 30, 2006 and the year ended December 31, 2005, respectively. The proceeds from the securities sale will be used to pay down Pocahontas Bancorp long-term debt. The final adjustment may be significantly different.

6) Adjustment to fair value Pulaski Investment Corporation’s interest-bearing deposits. The adjustment of $0.5 million will be recognized over the estimated remaining life of the respective deposits using the effective yield method. The preliminary pro forma combined income statement impact for the adjustment resulted in increases to interest expense of $0.5 million for both the nine months ended September 30, 2006 and the year ended December 31, 2005. The final adjustments may be significantly different.

7) Adjustment to recognize core deposit intangibles of $12.6 million associated with the acquisition, and the related preliminary pro forma combined income statement impact resulting from the acquisition. Core deposit intangibles will be amortized over a ten-year period using the straight-line method. The preliminary pro forma combined income statement impact for the adjustment resulted in increases to other non-interest expense of $0.9 million and $1.3 million for the core deposit intangibles amortization for the nine months ended September 30, 2006 and the year ended December 31, 2005, respectively. The final adjustment may be significantly different.

8) Adjustment to fair value Pulaski Investment Corporation’s borrowings. The adjustment of $0.6 million will be recognized over the estimated remaining life of the respective borrowings using the effective yield method. The preliminary pro forma combined income statement impact for the adjustments resulted in increases to interest expense of $0.2 million for both the nine months ended September 30, 2006 and the year ended December 31, 2005. The final adjustments may be significantly different.

9) Adjustment to eliminate Pulaski Investment Corporation’s historical stockholders’ equity. In addition to the cash consideration, the acquisition will result in the issuance of approximately 1.7 million shares of IBERIABANK Corporation common stock of which 0.6 million will be issued in the private placement. The issuance of IBERIABANK Corporation common stock in the acquisition is recognized in the preliminary pro forma balance sheets at a value of $61.00 per share, which was the closing price of IBERIABANK Corporation common stock on September 30, 2006. The issuance of IBERIABANK Corporation common stock under the private placement is recognized in the preliminary pro forma balance sheets at a value of $52.00. Of the assumed purchase price of $131.0 million, $30.0 million will be raised from the private placement. The final adjustment may be significantly different.

10) Adjustment to cash consists of cash consideration of $65.0 million paid to complete the acquisition, cash received of $30.0 million in the private placement, cash received from the $15.0 million in trust preferred borrowing, cash received from $20.0 million of long-term borrowings, acquisition related costs of $0.5 million in costs related to investment banking, legal, and consulting fees to be incurred directly in connection with the acquisition, an estimated $2.7 million in after tax costs related to change-in-control and other agreements that exist prior to the acquisition consummation date and $1.5 million for private placement underwriting fees. The preliminary pro forma combined income statement impact of the reduction in cash resulted in pre-tax increases to interest expense of $0.1 million and $0.2 million for the nine months ended September 30, 2006 and the year ended December 31, 2005, respectively, due to additional borrowings needed as a result of the cash payments.

11) Adjustment to recognize deferred tax liabilities at 35% resulting from the fair value adjustments in accordance with Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes,” (“SFAS 109”).

12) Adjustment to recognize the $15.0 million trust preferred borrowings and $20.0 million of long-term borrowings undertaken to complete the acquisition as well as the reduction of $52.8 million in long-term debt resulting in the above-mentioned Pocahontas Bancorp available for sale securities sale. The adjustments resulted in pre-tax decreases to interest expense of $0.3 million and $0.5 million for the nine months ended September 30, 2006 and the year ended December 31, 2005, respectively.

13) Adjustment to eliminate Pulaski Investment Corporation’s historical goodwill and recognize goodwill resulting from the acquisition of $79.0 million. See purchase price allocation table in Note 3 for more information.

14) The pro forma basic and diluted potential common shares for the incremental shares issued in connection with the Pulaski Investment Corporation acquisition, assuming the transaction occurred at the beginning of the periods presented.

Pocahontas Bancorp, Inc.

a) Adjustment to fair value Pocahontas Bancorp’s fixed assets. The adjustment reflected, which totals $2.8 million, is based upon currently available fair value information. The adjustment will be depreciated over the estimated remaining life of the adjusted fixed assets using the straight-line method. The preliminary pro forma combined income statement impact of the adjustment resulted in pre-tax increases to depreciation expense of $0.1 million for both the nine months ended September 30, 2006 and the year ended December 31, 2005. The final adjustment may be significantly different.

b) Adjustment to fair value Pocahontas Bancorp’s loan portfolio. The adjustment reflected, which totals $4.9 million, is based upon currently available fair value information. The adjustment will be recognized over the estimated remaining life of the loan portfolio using the effective yield method. The preliminary pro forma combined income statement impact of the adjustment resulted in pre-tax decreases to interest income of $1.4 million and $1.8 million for the nine months ended September 30, 2006 and the year ended December 31, 2005, respectively. The final adjustment may be significantly different.

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c) Adjustment to the allowance for loan losses for certain loans for which the Company’s plans for ultimate recovery differ from those of Pocahontas Bancorp. IBERIABANK Corporation intends to dispose of these loans through sales or other means. The adjustment, which totals $1.0 million, is based upon a partial review of the Pocahontas Bancorp loan portfolio. As IBERIABANK Corporation obtains additional information on the Pocahontas Bancorp loan portfolio, the final adjustment may be significantly different from the adjustment reflected herein.

d) Adjustment to reflect the estimated discount on impaired loans of $0.8 million in accordance with AICPA Statement of Position 03-3. The final adjustment may be significantly different.

e) Adjustment to recognize securities classified as held to maturity by Pocahontas Bancorp at fair value. The adjustment reflected which totals $2.9 million, is based upon currently available fair value information. The preliminary pro forma combined income statement impact of the adjustment resulted in pre-tax increases to interest income of $0.3 million and $0.5 million for the nine months ended September 30, 2006 and the year ended December 31, 2005, respectively. The final adjustment may be significantly different.

f) Adjustment to fair value Pocahontas Bancorp’s interest-bearing deposits. The adjustment of $1.5 million will be recognized over the estimated remaining life of the respective deposits using the effective yield method. The preliminary pro forma combined income statement impact for the adjustment resulted in increases to interest expense of $1.5 million for both the nine months ended September 30, 2006 and the year ended December 31, 2005. The final adjustments may be significantly different.

g) Adjustment to eliminate Pocahontas Bancorp’s historical core deposit intangibles and recognize core deposit intangibles of $10.8 million associated with the acquisition, and the related preliminary pro forma combined income statement impact resulting from the acquisition. Core deposit intangibles will be amortized over a ten-year period using the straight-line method. The preliminary pro forma combined income statement impact for the adjustment resulted in increases to other non-interest expense of $0.8 million and $1.1 million for the core deposit intangibles amortization for the nine months ended September 30, 2006 and the year ended December 31, 2005, respectively. The preliminary pro forma combined income statement impact for the adjustment also resulted in decreases to interest expense of $0.7 million and $1.0 million to eliminate the historical core deposit intangibles amortization for the nine months ended September 30, 2006 and the year ended December 31, 2005, respectively. The final adjustment may be significantly different.

h) Adjustment to fair value Pocahontas Bancorp’s borrowings. The adjustment of $0.2 million will be recognized over the estimated remaining life of the respective borrowings using the effective yield method. The preliminary pro forma combined income statement impact for the adjustments resulted in increases to interest expense of $0.3 million and $0.5 million for the nine months ended September 30, 2006 and the year ended December 31, 2005, respectively. The final adjustment may be significantly different.

i) Adjustment to eliminate Pocahontas Bancorp’s historical stockholders’ equity. The acquisition will result in the issuance of approximately 1.3 million shares of IBERIABANK Corporation common stock. The issuance of IBERIABANK Corporation common stock is recognized in the preliminary pro forma balance sheet at a value of $58.55 per share, which was the average closing price per share of IBERIABANK Corporation common stock for the five-day period surrounding the date the acquisition was announced.

j) Adjustment to cash for acquisition related costs. Adjustment includes an estimated $1.3 million in costs related to investment banking, legal, and consulting fees to be incurred directly in connection with the acquisition and an estimated $3.7 million in costs related to change-in-control, stock option exercises and other agreements that existed prior to the acquisition consummation date. The preliminary pro forma combined income statement impact of the reduction in cash resulted in pre-tax increases to interest expense of $0.2 million and $0.3 million for the nine months ended September 30, 2006 and the year ended December 31, 2005, respectively, due to additional borrowings needed as a result of the cash payments. The final adjustments may be significantly different.

k) Adjustment to recognize deferred tax liabilities at 35% resulting from the fair value adjustments in accordance with Statement of Financial Accounting Standard No. 109, “Accounting for Income Taxes,” (“SFAS 109”).

l) Adjustment to recognize the cancellation of Pocahontas Bancorp’s ESOP. The adjustment reflected, which totals $1.5 million, is based upon currently available fair value information. The final adjustment may be significantly different.

m) Adjustment to eliminate historical Pocahontas Bancorp’s goodwill and recognize goodwill resulting from the acquisition of $28.0 million. See purchase price allocation table in Note 3 for more information.

n) The pro forma basic and diluted potential common shares for the incremental shares issued in connection with the Pocahontas Bancorp acquisition, assuming the transaction occurred at the beginning of the periods presented.

6

IBERIABANK CORPORATION, PULASKI INVESTMENT CORPORATION AND

POCAHONTAS BANCORP, INC.

NOTES TO PRELIMINARY UNAUDITED PRO FORMA

CONDENSED COMBINED FINANCIAL STATEMENTS

NOTE 1—BASIS OF PRELIMINARY PRO FORMA PRESENTATION

The acquisitions will be accounted for as acquisitions by IBERIABANK Corporation of Pulaski Investment Corporation and Pocahontas Bancorp, Inc. using the purchase method of accounting. Accordingly, the assets and liabilities of Pulaski Investment Corporation and Pocahontas Bancorp will be recorded at their respective fair values on the date the acquisitions are completed. The pro forma adjustments included herein are subject to change as additional information becomes available and as additional analyses are performed.

The final allocation of the purchase price will be determined after the acquisitions are completed and additional analyses are performed to determine the fair values of Pulaski Investment Corporation’s and Pocahontas Bancorp’s tangible and identifiable intangible assets and liabilities as of the dates the acquisitions are completed. Changes in the fair value of the net assets of Pulaski Investment Corporation and Pocahontas Bancorp as of the dates of the acquisitions will change the amount of purchase price allocable to excess purchase price. The further refinement of transaction costs will change the amount of excess purchase price recorded. The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.

The pro forma financial information for the acquisitions is included only as of and for the nine months ended September 30, 2006, and for the year ended December 31, 2005. The unaudited pro forma information is not necessarily indicative of the results of operations or the combined financial position that would have resulted had the acquisitions been completed at the beginning of the applicable periods presented, nor is it necessarily indicative of the results of operations in future periods or the future financial position of the combined company. The historical data presented for Pocahontas Bancorp are for its fiscal year ended September 30, 2005 and for the nine months ended September 30, 2006.

NOTE 2—PURCHASE PRICES

The purchase price of Pulaski Investment Corporation is based on exchanging 0.2274 shares (fixed portion) of IBERIABANK Corporation common stock for each outstanding Pulaski Investment Corporation share at the closing price per share of IBERIABANK Corporation common stock on September 30, 2006, the date of the pro forma balance sheet, as well as issuing shares of IBERIABANK Corporation common stock determined by the quotient obtained by dividing $13.323 by the average trading price of the IBERIABANK Corporation common stock on the 15 trading days ending one business day prior to the effective date of the merger (variable portion) for each outstanding share of Pulaski Investment Corporation common stock.

Based upon values as of September 30, 2006, the total market value of the IBERIABANK Corporation common stock to be issued in connection with the Pulaski Investment Corporation acquisition is calculated as follows:

Pulaski Investment Corporation common shares outstanding on September 30, 2006		2,439,356
Exchange ratio (fixed portion)		0.2274
Exchange ratio (variable portion)		0.2184
IBKC common stock to be issued		1,087,489
Market price per share of IBKC common stock at September 30, 2006	$	61.00
Total market value of IBKC common stock to be issued	$	66,336,829

The actual value per share of IBERIABANK Corporation common stock cannot be determined until the date that the number of shares to be issued under the variable portion is fixed. In addition to the IBERIABANK Corporation common stock issued in connection with the Pulaski Investment Corporation acquisition, $65.0 million in cash will be paid to complete the acquisition.

7

The purchase price of Pocahontas Bancorp is based on exchanging 0.2781 shares of IBERIABANK Corporation common stock for each outstanding Pocahontas Bancorp share at the average closing price per share of IBERIABANK Corporation common stock for the five- day period surrounding the date the acquisition was announced.

The total market value of the IBERIABANK Corporation common stock to be issued in connection with the Pocahontas Bancorp acquisition is calculated as follows:

Pocahontas Bancorp, Inc. common shares outstanding on September 30, 2006		4,641,717
Exchange ratio		0.2781
IBKC common stock to be issued		1,290,861
Value of IBKC common stock	$	58.55
Total market value of IBKC common stock to be issued	$	75,579,912

In addition to the above market value of the IBERIABANK Corporation common stock to be issued in both acquisitions, the total purchase prices will include other direct acquisition costs of IBERIABANK Corporation, such as legal, investment banking and other professional fees.

NOTE 3—PRIVATE PLACEMENT

We intend to use the proceeds of $30 million we have received from the private placement (together with the proceeds from the sale of $15 million of trust preferred securities and $20 million of to-be-financed long-term debt) to fund the cash portion of our acquisition of Pulaski Investment Corporation. Pending this use, we may invest all or a portion of the net proceeds in short-term financial instruments. The proceeds are based on a sale price of $52.00 per share and 576,923 shares.

NOTE 4—PURCHASE PRICE ALLOCATIONS

The preliminary unaudited pro forma condensed combined financial statements reflect the following purchase price allocations for Pulaski Investment Corporation and Pocahontas Bancorp (in thousands):

Pulaski Investment Corporation
Historical net assets applicable to Pulaski Investment Corporation’s common stock at September 30, 2006				$	41,458
After tax merger related charges, severance payments and contract termination cost					(3,140	)
Increase (decrease) to Pulaski Investment Corporation’s net asset value at September 30, 2006 as a result of estimated fair value adjustments:
Investment securities	$	(3	)
Loans		(2,383	)
Fixed assets		12,867
Core deposit intangibles		12,643
Other assets		—
Deposits		530
Borrowings		(605	)
Deferred taxes on fair value adjustments		(8,067	)
Net estimated fair value adjustments					14,982
Elimination of Pulaski Investment Corporation’s existing intangibles					(613	)
Total preliminary allocation of purchase price					52,687
Goodwill due to the merger					78,650
Total purchase price, including cash				$	131,337

8

Pocahontas Bancorp, Inc.
Historical net assets applicable to Pocahontas Bancorp Inc.’s common stock at September 30, 2006				$	52,956
After tax merger related charges, severance payments and contract termination cost					(5,037	)
Increase (decrease) to Pocahontas Bancorp Inc.’s net asset value at September 30, 2006 as a result of estimated fair value adjustments:
Investment securities	$	(2,933	)
Loans		3,084
Fixed assets		2,789
Core deposit intangibles		10,824
Other assets		1,546
Deposits		1,504
Borrowings		(215	)
Deferred taxes on fair value adjustments		(3,745	)
Net estimated fair value adjustments					12,854
Elimination of Pocahontas Bancorp Inc.’s existing intangibles					(13,198	)
Total preliminary allocation of purchase price					47,575
Goodwill due to the merger					28,005
Total purchase price				$	75,580

Comparative Pro Forma Per Share Data

The table below summarizes selected per share information about IBERIABANK Corporation, Pulaski Investment Corporation and Pocahontas Bancorp. The IBERIABANK Corporation per share information is presented on a pro forma basis to reflect the mergers with Pulaski Investment Corporation and Pocahontas Bancorp. The Pulaski Investment Corporation per share information is presented both historically, and on a pro forma basis to reflect the merger.

The data in the table should be read together with the financial information and the financial statements of IBERIABANK Corporation, Pulaski Investment Corporation and Pocahontas Bancorp included elsewhere in this information statement-prospectus. The pro forma per common stock data is presented as an illustration only. The data do not necessarily indicate the combined financial position per share or combined results of operations per share that would have been reported if the merger had occurred when indicated, nor are the data a forecast of the combined financial position or combined results of operations for any future period. No pro forma adjustments have been included herein which reflect the potential effects of cost savings or synergies which may be obtained by combining the operations of IBERIABANK Corporation, Pulaski Investment Corporation and Pocahontas Bancorp or the costs of combining the companies and their operations.

As noted above, the acquisition of Pulaski Investment Corporation is not contingent upon the completion of the acquisition of Pocahontas Bancorp.

9

	Historical						Pro Forma
Per Share Data	IBERIABANK Corporation		Pulaski Investment Corporation		Pocahontas Bancorp		Pro Forma Combined		Pro Forma Per Equivalent Pulaski Investment Corporation Share (0.4458 shares)
Net Income
Nine Months Ended September 30, 2006
Basic	$	2.87	$	1.05	$	0.30	$	2.16	$	0.96
Diluted		2.70		1.05		0.29		2.06		0.92
Year Ended December 31, 2005 (1)
Basic		2.40		2.59		0.72		2.17		0.97
Diluted		2.24		2.59		0.71		2.06		0.92
Cash Dividends
Nine Months Ended September 30, 2006		0.90		0.46		0.24		0.90		0.40
Year Ended December 31, 2005 (1)		1.00		0.62		0.32		1.00		0.45
Shareholders’ Equity
Nine Months Ended September 30, 2006		28.90		17.00		11.41		35.62		15.88
Year Ended December 31, 2005 (1)		27.60		16.41		11.28		N/A		N/A

(1) Pocahontas Bancorp historical data are for the year ended September 30, 2005.

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