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): November 13, 2009

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 7.01 REGULATION FD DISCLOSURE

On November 13, 2009 IBERIABANK Corporation issued a press release announcing acquisitions by IBERIABANK, the Company’s wholly owned subsidiary, of ORION Bank, Naples, Florida, and Century Bank, FSB, Sarasota, Florida, in FDIC assisted transactions, and other recent developments. Copies of the press release and related supplemental materials are attached as Exhibits 99.1 and 99.2 to this Current Report and are incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits. .

Exhibit 99.1	Press Release announcing the acquisitions issued by IBERIABANK Corporation and other recent developments, dated November 13, 2009.
Exhibit 99.2	Supplemental materials to Press Release dated November 13, 2009.

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: November 13, 2009	By:	/s/    DARYL G. BYRD
		Daryl G. Byrd
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number
99.1	Press Release announcing the acquisitions issued by IBERIABANK Corporation, dated November 13, 2009.
99.2	Supplemental materials to Press Release dated November 13, 2009.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

November 13, 2009

Contact:

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

Beth A. Ardoin, Director of Communications (337) 278-6868

IBERIABANK Announces Opportunistic Florida Expansion

LAFAYETTE, LOUISIANA – IBERIABANK (www.iberiabank.com), the 122-year old subsidiary of IBERIABANK Corporation (NASDAQ: IBKC), announced that it has entered into purchase and assumption agreements with loss share arrangements with the Federal Deposit Insurance Corporation (“FDIC”) to purchase certain assets and to assume certain deposit and other liabilities of two Florida-based failed financial institutions. The two acquisitions are – Orion Bank (“Orion”), a full service Florida-chartered commercial bank headquartered in Naples, Florida and Century Bank, FSB (“Century”), a full service federal thrift headquartered in Sarasota, Florida.

On a pro forma combined basis, the two acquisitions provide the Company:

• 34 full service offices throughout south Florida,

• Total assets of approximately $3.1 billion,

• Total loans of approximately $2.5 billion (before loan discounts and FDIC receivables),

• Investment securities of approximately $0.3 billion,

• Total deposits of approximately $2.5 billion,

• Long-term borrowings of approximately $0.5 billion, and

• Loss share protection from the FDIC on approximately $2.6 billion in covered assets.

The impact on the Company is currently expected to:

• Be highly accretive to net income and fully diluted earnings per share (“EPS”) at least over the next several years,

• Be accretive to book value per share and tangible book value per share, and

• Leverage and deploy the Company’s recent underwritten public common equity offerings in which the Company sold common stock for net proceeds of approximately $275 million.

Upon completion of the acquisitions the Company will continue to remain “well capitalized” by regulatory standards, with no additional capital required to support these transactions.

Additional information regarding Orion, Century, and the acquisitions is provided in a supplemental PowerPoint presentation available on the Company’s website at www.iberiabank.com, under the “Investor Relations” section.

Depositors of Orion and Century will automatically become depositors of IBERIABANK, and their deposits will continue to be insured by the FDIC. Depositors can access their accounts through automated teller machine transactions, checks, and debit transactions. Offices of Orion and Century will open under regular operating hours on Saturday, November 14, 2009 and Monday, November 16, 2009 as branches of IBERIABANK. With the completion of this transaction, IBERIABANK Corporation will have a combined 204 offices serving clients in 11 states.

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Daryl G. Byrd, President and Chief Executive Officer of IBERIABANK Corporation stated, “We welcome the clients of Orion Bank and Century Bank to the IBERIABANK family. These two companies possess very strong deposit market share positions in five very attractive Florida MSAs, with outstanding growth characteristics. Recognizing the importance of ensuring a smooth transition, we deployed over 100 IBERIABANK Corporation associates to all of the acquired branch offices and support areas to assist in the weekend resolution process. We greatly appreciate the hard work and compassion our current team members and our newest associates from Orion and Century who are assisting in this assimilation process. Our Company has a very unique and successful culture with a strong focus on people. After all, banking is all about people.”

Byrd continued, “Our team is well versed in FDIC resolutions, having recently completed two other FDIC-assisted transactions. We continue to make significant investments in people and systems to ensure we have the appropriate infrastructure to support these growth opportunities in a very high quality manner. While we historically stated caution with regard to expansion in these particular markets, the changing competitive dynamics, the stage of the local economic cycle, the protection provided under the FDIC loss share agreements, the favorable financial results of these transactions, and our expanded recruiting network, support our decision to pursue these opportunities. We are very excited to expand our presence in Florida.”

Highlights of the Transactions

• Deposits. To minimize client disruption, IBERIABANK assumed all of the outstanding deposits of Orion and Century. IBERIABANK will assume approximately $2.5 billion in deposits, which include $0.4 billion in brokered deposits. IBERIABANK received a 1.50% discount on non-brokered deposits and a discount on total assumed deposits of approximately 1.26%.

With the acquisition of Orion and Century, IBERIABANK will have nearly $3 billion in deposits in Florida, and rank as the 20^th largest financial institution by deposits on a pro forma basis at June 30, 2009. On that basis, Florida will account for approximately 35% of the Company’s total deposits.

• Offices. In aggregate, IBERIABANK will have a total of 37 offices in six Florida Metropolitan Statistical Areas (MSAs). The offices are in the Florida MSAs of Naples-Marco Island (7 offices, $1.3 billion), Bradenton-Sarasota (14 offices, $0.9 billion), Key West (5 offices, $0.2 billion), Cape Coral-Fort Myers (4 offices, $0.2 billion), Miami-Ft. Lauderdale (4 offices, $0.3 billion), and Jacksonville (3 offices, $0.1 billion). The FDIC has granted IBERIABANK a 90-day option to purchase at fair market value the premises, furniture, fixtures, and equipment and assume the leases associated with these offices.

• Assets. Orion had approximately $1.7 billion in loans and $270 million in investment securities. Century had approximately $0.7 billion in loans and $23 million in investment securities. Each institution had approximately $38 million in other real estate owned (“OREO”). Under terms of the agreements, IBERIABANK purchased the assets at a discount of approximately $420 million.

• Loss Sharing Arrangements. The loans and OREO are covered by loss share agreements between the FDIC and IBERIABANK which afford IBERIABANK significant protection. IBERIABANK expects no first loss, based on estimated losses, discounts received, and the terms of the agreements. Under these agreements, the FDIC will cover 80% of the losses on the disposition of loans and OREO up to $550 million for Orion and up to $285 million for Century, or

2

$668 million (IBERIABANK would cover the remaining $167 million amount). In addition, the FDIC will cover 95% of losses that exceed that $550 million and $285 million threshold levels. Assuming total loans and OREO of $2.5 billion, the total potential loss exposure to IBERIABANK would be approximately $252 million.

The loss share agreements with the FDIC are designed to minimize disruptions for loan clients and maximize return on covered assets by keeping those assets in the private sector. The FDIC determined these agreements provided “least costly” resolutions for the FDIC’s Deposit Insurance Fund (“DIF”).

• Market and Accounting Adjustments. IBERIABANK will determine the valuation and purchase price of core deposits and the acquired facilities and equipment upon completion of adequate valuation appraisals, and continues to evaluate the mark-to-market valuations of the assets and liabilities. The Company anticipates recording a significant one-time gain under FAS 141R in accordance with generally accepted accounting principles, the amount of which will be disclosed at a later date upon completion of additional review and recorded in the fourth quarter of 2009. Based on preliminary information and subject to a significant increase or decrease, the Company anticipates recording a potential and significant one-time gain in the fourth quarter of 2009 of approximately $30 to $50 million.

• Other Financial Considerations. Based on preliminary analysis and subject to significant modification, the Company currently projects the combined impact of the acquisitions to be accretive to 2010 EPS by at least $1.00 per share on an after-tax basis. The estimated internal rate of return on this transaction well exceeds the estimated historical returns on the Company’s previous acquisitions in the range of approximately 15% to mid-20%.

• Regulatory Capital Strength. The Company has received all necessary regulatory approvals. IBERIABANK Corporation and IBERIABANK are expected to remain well capitalized after this transaction is completed. Based on preliminary analysis, the Company currently projects its regulatory tier 1 leverage capital ratio will likely exceed 7.50%, and will rise significantly thereafter based on potential balance sheet compression and projected earnings.

Other Recent Developments

• CapitalSouth Acquisition. The Company successfully completed the conversion of operating and branch systems associated with the recent CapitalSouth Bank acquisition over the weekend of November 7-8, 2009. The Company recently recruited Greg King as Market President for the Birmingham franchise.

• October 2009 Financial Results. The Company’s financial results for October 2009 include the impact of the CapitalSouth transaction. Period-end loan growth for the month of October was approximately $57 million (an increase of 16% on an annualized basis compared to September 30, 2009) and deposit growth was approximately $60 million (an increase of 16% on an annualized basis compared to September 30, 2009). The tax-equivalent net interest margin for the month was 3.36% compared to 3.03% in the third quarter of 2009. Excluding the covered assets associated with CapitalSouth, which are covered under the FDIC loss sharing agreement, nonperforming assets totaled $54 million at October 31, 2009, unchanged compared to September 30, 2009. Annualized net charge-offs equated to 0.14% of average loans during the month of October 2009. Based on unaudited results, the Company earned $0.30 EPS in the month of October 2009.

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IBERIABANK Corporation

IBERIABANK Corporation is a multi-bank financial holding company headquartered in Lafayette, Louisiana. Upon completion of this transaction, the Company will have 204 combined offices, including 135 bank branch offices in Louisiana, Arkansas, Tennessee, Alabama, Texas, and Florida, 26 title insurance offices in Arkansas and Louisiana, and mortgage representatives in 43 locations in 11 states. The Company’s common stock trades on the NASDAQ Global Select Market under the symbol “IBKC” and the Company’s market capitalization of over $900 million, based on the closing stock price on November 13, 2009.

The following 12 investment firms currently provide equity research coverage on IBERIABANK Corporation:

• B. Riley & Company

• FIG Partners, LLC

• Howe Barnes Hoefer & Arnett, Inc.

• Keefe, Bruyette & Woods

• Raymond James & Associates, Inc.

• Robert W. Baird & Company

• Soleil Securities Corporation/Tenner Investment Research

• Stephens, Inc.

• Sterne, Agee & Leach

• Stifel Nicolaus & Company

• SunTrust Robinson-Humphrey

• Wunderlich Securities

Conference Call

In association with the announcement of these transactions the Company will host a live conference call on Monday, November 16, 2009, at 8:00 a.m. Central Standard Time by dialing 1-800-288-8961. The confirmation code for the call is 124309.

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.

Forward-looking statements regarding the Orion and Century transactions are based on currently available information provided to us by the FDIC. Actual results could differ materially after experience with these acquisitions.

Actual results also could differ materially because of factors such as the current level of market volatility and 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, effects of the on-going correction in residential real estate prices and reduced levels of home sales, sufficiency of our allowance for loan losses, changes in interest rates, access to funding sources, reliance on the services

4

of executive management, competition for loans, deposits and investment dollars, reputational risk and social factors, changes in government regulations and legislation, increases in FDIC insurance assessments, geographic concentration of our markets, rapid changes in the financial services industry, dependence on our operational, technological, and organizational infrastructure, hurricanes and other adverse weather events, the volatility of our common stock, and valuation of intangible assets. These and 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 the date of this release. 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.

5

EX-99.2

Acquisition of Orion Bank and

Century Bank, FSB

Supplemental Materials

November 13, 2009

Exhibit 99.2

2

Forward Looking Statements

Forward Looking Statements

Safe Harbor

Safe Harbor

Statements contained in this presentation which are

Statements contained in this presentation which are

not historical facts and which pertain to future

not historical facts and which pertain to future

operating results of IBERIABANK Corporation and its

operating results of IBERIABANK Corporation and its

subsidiaries constitute “forward-looking statements”

subsidiaries constitute “forward-looking statements”

within the meaning of the Private Securities Litigation

within the meaning of the Private Securities Litigation

Reform Act of 1995. These forward-looking

Reform Act of 1995. These forward-looking

statements involve significant risks and uncertainties. 

statements involve significant risks and uncertainties. 

Actual results may differ materially from the results

Actual results may differ materially from the results

discussed in these forward-looking statements. 

discussed in these forward-looking statements. 

Factors that might cause such a difference include,

Factors that might cause such a difference include,

but are not limited to, those discussed in the

but are not limited to, those discussed in the

Company’s periodic filings with the SEC.

Company’s periodic filings with the SEC.

3

Strategic Opportunity

Strategic Opportunity

Transaction Overview

Transaction Overview

IBERIABANK Has Purchased Certain Assets And Assumed

IBERIABANK Has Purchased Certain Assets And Assumed

Certain Liabilities From The FDIC As Receiver Of Both

Certain Liabilities From The FDIC As Receiver Of Both

Orion Bank And Century Bank, FSB

Orion Bank And Century Bank, FSB

Assumed $3.1 Billion Of Total Assets; $2.5 of Total Loans

Assumed $3.1 Billion Of Total Assets; $2.5 of Total Loans

Billion (Before Loan Discount And FDIC Receivables)

Billion (Before Loan Discount And FDIC Receivables)

All Loans Covered By FDIC Loss Protection

All Loans Covered By FDIC Loss Protection

No Holding Company Assets Or Liabilities Were Included

No Holding Company Assets Or Liabilities Were Included

All Required Approvals Were Received And The

All Required Approvals Were Received And The

Transaction Has Closed

Transaction Has Closed

Branches Will Be Open For Business On Saturday,

Branches Will Be Open For Business On Saturday,

November 14 And Monday, November 16

November 14 And Monday, November 16

4

Strategic Opportunity

Strategic Opportunity

IBKC in Florida

IBKC in Florida

Focused Primarily On Urban And Suburban Markets

Focused Primarily On Urban And Suburban Markets

Deploy Full Product Set –

Deploy Full Product Set –

Private Banking, Wealth

Private Banking, Wealth

Management, Consumer, Credit Card, and Small Business

Management, Consumer, Credit Card, and Small Business

FDIC-Assisted Transactions Provide Distribution and

FDIC-Assisted Transactions Provide Distribution and

Deposits With Limited Credit Risk From Acquired Assets

Deposits With Limited Credit Risk From Acquired Assets

IBKC’s Ability To Recruit Top Talent Provides A Strategic

IBKC’s Ability To Recruit Top Talent Provides A Strategic

Advantage In Markets Where We Deploy Commercial Market

Advantage In Markets Where We Deploy Commercial Market

Strategy

Strategy

In Those Commercial Oriented Markets, Our  Successful

In Those Commercial Oriented Markets, Our  Successful

Business Model And The Evolving Banking Environment

Business Model And The Evolving Banking Environment

Will Produce Future Lending Opportunities Over Time

Will Produce Future Lending Opportunities Over Time

Consistent With Our Credit Culture

Consistent With Our Credit Culture

5

Our Markets

Our Markets

Distribution System

Distribution System

6

Our Markets

Our Markets

Distribution System –

Distribution System –

SW Florida

SW Florida

7

Our Markets

Our Markets

Distribution System –

Distribution System –

SE Florida Coast

SE Florida Coast

8

IBERIABANK

IBERIABANK

Our Markets By State

Our Markets By State

Deposit data as of September 30, 2009

•

204 IBKC Offices

Operating in 11 States

•

135 Banking Offices

•

43  Mortgage Offices

•

26 Title Offices

•

Acquisitions of Orion

Bank and Century Bank

Make Florida IBKC’s

Second Largest Deposit

Market

State

Rank

Branches

Deposits

Louisiana

5

50

3,207,116

$   

Florida

20

37

2,568,801

Arkansas

12

37

984,601

Alabama

23

8

365,296

Tennessee

145

2

111,047

Texas

na

1

414

135

7,237,275

$   

IBERIABANK - TOTAL DEPOSITS BY STATE

Louisiana

44%

Florida

35%

Arkansas

14%

Alabama

5%

Tennessee

2%

9

IBERIABANK

IBERIABANK

Florida Market Share

Florida Market Share

Rank

Company

Branches

Deposits

Mkt Share %

1

Bank of America Corp. (NC)

664

72,758,277

18.52

2

Wells Fargo & Co. (CA)

721

64,256,750

16.36

3

SunTrust Banks Inc. (GA)

567

39,902,616

10.16

4

Regions Financial Corp. (AL)

426

17,449,995

4.44

5

BB&T Corp. (NC)

307

16,447,119

4.19

6

JPMorgan Chase & Co. (NY)

240

10,765,960

2.74

7

Citigroup Inc. (NY)

52

8,915,841

2.27

8

BU Financial Corp. (FL)

85

8,303,473

2.11

9

Fifth Third Bancorp (OH)

167

7,609,986

1.94

10

PNC Financial Services Group (PA)

112

6,034,456

1.54

11

EverBank Financial (FL)

5

5,752,713

1.46

12

Northern Trust Corp. (IL)

30

5,071,085

1.29

13

AmTrust Financial Corporation (OH)

25

4,805,144

1.22

14

BankAtlantic Bancorp Inc. (FL)

101

4,076,885

1.04

15

Ocean Bankshares Inc. (FL)

21

4,043,670

1.03

16

Mercantil Servicios

15

3,807,862

0.97

17

Synovus Financial Corp. (GA)

61

3,441,333

0.88

18

HSBC Holdings plc

19

3,319,692

0.84

19

South Financial Group Inc. (SC)

67

3,060,065

0.78

20

IBERIABANK - Proforma

37

2,962,490

0.75

21

Riverside Banking Company (FL)

60

2,756,237

0.70

22

Caja Madrid

22

2,729,320

0.69

23

Royal Bank of Canada

88

2,685,447

0.68

24

TFS Financial Corp (MHC) (OH)

15

2,575,503

0.66

25

Orion Bancorp Inc. (FL)

23

2,140,184

0.54

55

Century Financial Group Inc. (FL)

11

689,740

0.18

215

IBERIABANK Corp. (LA)

3

132,566

0.03

Total For Institutions In Market

5,829

392,871,126

Florida - State Market Share

•

Existing IBKC = $132

Million in Deposits From

Previous CapitalSouth

Bank Acquisition

•

Acquisition of Orion

Bank And Century Bank

Will  Add Approximately

$2.7 Billion in Deposits

•

Resulting IBKC

Franchise Will Hold The

20

th

Ranked Market

Share With $2.9 Billion in

Deposits

Source:

SNL

Financial

–

June

30,

2009

data

10

IBERIABANK

IBERIABANK

Florida Market Share -

Florida Market Share -

MSAs

MSAs

Source: SNL Financial –

June 30, 2009 data

Rank

Company

Branches

Deposits

Mkt

Share

%

Rank

Company

Branches

Deposits

Mkt

Share %

1

Fifth Third Bancorp (OH)

21

1,977,049

16.93

1

First State Bk

of the FL Keys (FL)

11

534,275

24.00

2

Bank of America Corp. (NC)

17

1,571,101

13.45

2

TIB Financial Corp. (FL)

9

507,304

22.79

3

Wells Fargo & Co. (CA)

19

1,341,835

11.49

3

Bank of America Corp. (NC)

8

339,100

15.23

4

Orion Bancorp Inc. (FL)

7

1,260,813

10.79

4

Home BancShares

Inc. (AR)

9

206,167

9.26

5

KeyCorp (OH)

1

688,091

5.89

5

Orion Bancorp Inc. (FL)

5

186,951

8.40

6

Regions Financial Corp. (AL)

14

557,421

4.77

6

BB&T Corp. (NC)

3

132,438

5.95

7

Bank of Florida Corp. (FL)

3

409,154

3.50

7

Gibraltar Private Bk

& Tr

Co. (FL)

1

112,830

5.07

8

Florida Community Banks Inc (FL)

3

406,445

3.48

8

Wells Fargo & Co. (CA)

2

100,020

4.49

9

BU Financial Corp. (FL)

3

369,138

3.16

9

Key West Bancgroup

Inc. (FL)

1

61,076

2.74

10

Northern Trust Corp. (IL)

4

366,152

3.13

10

Cmnty

Bk

of South FL Inc. (FL)

2

46,290

2.08

Total For Institutions In Market

158

11,680,468

Total For Institutions In Market

51

Rank

Company

Branches

Deposits

Mkt

Share

%

Rank

Company

2,226,451

Mkt

Braches

Share %

1

Bank of America Corp. (NC)

38

3,675,155

20.34

1

Wells Fargo & Co. (CA)

37

1,854,458

15.22

2

Wells Fargo & Co. (CA)

33

3,005,570

16.63

2

Bank of America Corp. (NC)

30

1,752,328

14.38

3

SunTrust Banks Inc. (GA)

35

2,032,448

11.25

3

SunTrust Banks Inc. (GA)

27

1,579,773

12.97

4

BB&T Corp. (NC)

23

959,861

5.31

4

BB&T Corp. (NC)

23

1,086,516

8.92

5

IBERIABANK Pro Forma

14

928,434

5.14

5

Fifth Third Bancorp (OH)

19

943,784

7.75

6

Fifth Third Bancorp (OH)

16

726,759

4.02

6

First Citizens BancShares

Inc. (NC)

4

466,307

3.83

7

Century Financial Group Inc. (FL)

10

648,985

3.59

7

Southwest FL Community Bancorp (FL)

10

432,720

3.55

8

Regions Financial Corp. (AL)

22

631,028

3.49

8

BU Financial Corp. (FL)

3

392,160

3.22

9

Marshall & Ilsley

Corp. (WI)

11

579,170

3.21

9

Regions Financial Corp. (AL)

15

374,953

3.08

10

Northern Trust Corp. (IL)

4

489,394

2.71

10

TIB Financial Corp. (FL)

9

337,444

2.77

16

Orion Bancorp Inc. (FL)

4

279,449

1.55

17

Orion Bancorp Inc. (FL)

4

174,194

1.43

Total For Institutions In Market

329

18,069,727

Total For Institutions In Market

245

12,184,691

Rank

Company

Branches

Deposits

Mkt

Share

%

Rank

Company

Branches

Deposits

Mkt

Share %

1

Wells Fargo & Co. (CA)

225

26,035,757

17.04

1

Bank of America Corp. (NC)

37

13,793,482

38.81

2

Bank of America Corp. (NC)

209

24,658,473

16.14

2

Wells Fargo & Co. (CA)

60

6,057,486

17.05

3

SunTrust Banks Inc. (GA)

106

10,637,975

6.96

3

EverBank

Financial (FL)

5

5,752,713

16.19

4

Citigroup Inc. (NY)

51

8,909,313

5.83

4

SunTrust Banks Inc. (GA)

33

1,748,971

4.92

5

JPMorgan Chase & Co. (NY)

130

7,617,076

4.99

5

Banco

Bilbao Vizcaya

Argent SA

25

1,141,779

3.21

6

BU Financial Corp. (FL)

61

5,840,902

3.82

6

Regions Financial Corp. (AL)

28

678,251

1.91

7

AmTrust

Financial Corporation (OH)

22

4,709,336

3.08

7

Synovus

Financial Corp. (GA)

7

496,856

1.40

8

Regions Financial Corp. (AL)

81

4,431,197

2.90

8

Fifth Third Bancorp (OH)

9

453,585

1.28

9

Ocean Bankshares

Inc. (FL)

21

4,043,670

2.65

9

BB&T Corp. (NC)

15

435,577

1.23

10

BB&T Corp. (NC)

69

4,015,396

2.63

26

IBERIABANK Corp. (LA)

3

132,566

0.37

54

IBERIABANK Pro Forma

4

279,532

0.19

Total For Institutions In Market

328

35,537,013

59

Orion Bancorp Inc. (FL)

3

238,777

0.16

107

Century Financial Group Inc. (FL)

1

40,755

0.03

Total For Institutions In Market

1,660

152,799,523

Jacksonville, FL

Naples-Marco Island, FL

Bradenton-Sarasota-Venice, FL

Miami-Fort Lauderdale-Pompano Beach-Homestead, FL

Key West, FL

Cape Coral-Fort Myers, FL

Deposits

MSA

IBKC

Market

Rank

IBKC

Offices

IBKC

Deposits

IBKC Dep

Mkt. Share

(%)

Percent of

IBKC

Franchise

Market

Population

Population

Change

2000-09

(%)

Projected

Population

Change

2009-14

(%)

Median

HH

Income

2009

($)

HH

Income

Change

2000-09

(%)

Projected

HH Income

Change

2009-14

(%)

FLORIDA

Naples-Marco Island, FL

4

7

1,260,813

10.79

16.63

331,285

31.79

10.67

63,299

30.75

5.13

Bradenton-Sarasota-Venice, FL

5

14

928,434

1.55

12.25

721,598

22.31

8.45

52,726

29.60

6.01

Miami-Fort Lauderdale-Pompano Beach-Homestead, FL

54

4

279,532

0.16

3.69

5,549,666

10.83

3.49

52,512

30.34

4.03

Key West, FL

5

5

186,951

8.40

2.47

73,639

(7.48)

(4.11)

54,614

27.82

(0.02)

Cape Coral-Fort Myers, FL

17

4

174,194

1.43

2.30

645,899

46.50

17.89

52,154

29.34

5.02

Jacksonville, FL

26

3

132,566

0.37

1.75

1,392,346

24.01

10.33

55,237

29.52

4.49

LOUISIANA

Lafayette, LA

1

13

1,149,488

22.72

15.17

260,628

9.01

4.00

41,287

16.34

3.26

New Iberia, LA

1

4

538,043

37.70

7.10

75,954

3.67

1.18

35,547

14.44

1.11

New Orleans-Metairie-Kenner, LA

12

12

477,850

1.79

6.30

1,166,214

(11.42)

11.89

42,739

21.00

(1.80)

Baton Rouge, LA

6

4

312,764

2.14

4.13

782,691

10.87

5.21

43,138

15.25

3.29

Monroe, LA

4

7

297,896

11.53

3.93

173,860

2.24

0.70

36,070

13.68

4.15

Shreveport-Bossier City, LA

7

2

130,931

2.39

1.73

393,983

4.79

1.82

38,191

15.09

2.36

Ruston, LA

2

2

101,101

10.26

1.33

58,032

11

IBERIABANK

IBERIABANK

IBKC Market Demographics

IBKC Market Demographics

Source: SNL Financial

0.22

(0.37)

30,974

12.44

1.60

Crowley, LA

4

2

53,818

7.39

0.71

61,376

4.27

1.64

30,304

13.63

0.37

Abbeville, LA

9

2

45,285

5.33

0.60

56,905

5.76

2.08

32,473

10.30

1.26

Bastrop, LA

6

2

17,901

6.53

0.24

29,521

(4.84)

(3.32)

28,280

12.55

1.06

Houma-Bayou Cane-Thibodaux, LA

13

1

15,277

0.39

0.20

204,970

5.40

1.43

40,199

14.56

4.23

ARKANSAS

Little Rock-North Little Rock-Conway, AR

9

11

400,326

3.15

5.28

686,372

12.42

5.94

51,839

33.16

4.95

Jonesboro, AR

4

6

177,513

7.62

2.34

118,164

9.65

4.59

40,548

30.35

7.34

Fayetteville-Springdale-Rogers, AR-MO

19

8

106,203

1.44

1.40

456,132

31.43

13.38

49,287

36.00

4.35

Paragould, AR

8

1

11,528

1.61

0.15

41,326

10.70

5.46

39,417

27.77

6.28

TENNESSEE

Memphis, TN-MS-AR

33

2

101,656

0.46

1.34

1,321,291

9.63

4.39

52,209

31.81

4.71

ALABAMA

Birmingham-Hoover, AL

13

4

246,572

0.93

3.25

1,124,423

6.86

3.26

45,864

20.69

4.91

Montgomery, AL

14

2

82,324

1.06

1.09

371,467

7.20

3.67

44,553

19.70

3.98

Huntsville, AL

13

2

77,960

1.10

1.03

397,307

16.04

7.87

52,034

20.52

3.14

Mobile, AL

19

1

4,191

0.07

0.06

410,457

2.65

1.41

39,943

18.48

4.39

Aggregate: National

96.46

309,731,508

10.06

4.63

54,719

29.78

4.06

`

12

Deposits

Deposits

IBKC Deposit data as of September 30, 2009 adjusted for acquired

deposits.

Acquired Deposits assumes acquisition of all deposits.

DDA

13%

20%

Svgs

5%

23%

CDs

39%

IBKC

DDA

7%

14%

3%

27%

33%

16%

Orion & Century

DDA

11%

NOW

18%

Svgs

5%

MMDA

24%

CDs

37%

Brokered

5%

IBKC -

Pro Forma

NOW

Acquired

Pro Forma

IBKC

Deposits

IBKC

DDA

628,804

$       

158,550

$       

787,354

$       

NOW

959,041

341,876

1,300,917

Svgs

253,769

84,001

337,770

MMDA

1,072,434

669,219

1,741,653

CDs

1,861,690

810,098

2,671,788

Brokered

-

397,795

397,795

4,775,738

$    

2,461,539

$    

7,237,277

$    

Brokered

NOW

Svgs

CDs

MMDA

MMDA

13

Acquired Branches

Acquired Branches

Based on branch deposit data as of June 30, 2009

14

Loan Portfolio

Loan Portfolio

Gross portfolios balances estimated at date of acquisition.

Does not include loan discounts which will reduce balances.

C&D

37%

CRE

27%

Res Re

29%

C&I

6%

Consumer

0%

Orion Bank

C&D

19%

CRE

0%

Res Re

63%

C&I

4%

Consumer

1%

Other

13%

Century Bank, FSB

C&D

33%

CRE

20%

Res Re

38%

C&I

5%

Consumer

0%

Other

4%

Acquired Portolio

Composition

15

Loan Portfolio –

Loan Portfolio –

Pro Forma Covered Loans

Pro Forma Covered Loans

September 30, 2009 data adjusted for acquired assets

IBKC

65%

Orion

25%

Century

10%

Pro Forma Portfolio

Not Covered

58%

Covered

42%

IBKC Pro Forma -

Covered Loans

16

Loans By State

Loans By State

September 30, 2009 data adjusted for acquired assets –

does not incorporate loan discounts

Louisiana

71%

Arkansas

15%

Alabama

12%

Tennessee

2%

IBKC

Louisiana

45%

Arkansas

10%

Alabama

8%

Florida

36%

Tennessee

1%

Pro Forma

17

Acquired Securities

Acquired Securities

Note: Book Value of Securities

9%

10%

8%

Fixed CMO

70%

2%

1%

Total Acquired Securities

Fixed MBS

2%

Floating MBS

1%

Fixed CMO

91%

Fixed Corporate

6%

Century Bank, FSB

Fixed Agency

11%

Fixed MBS

11%

Floating MBS

9%

Fixed CMO

67%

Taxfree

Munis

2%

Orion Bank

Taxfree

Munis

Fixed Corporate

Fixed Agency

Fixed MBS

Floating MBS

18

Orion Bank

Orion Bank

Naples, Florida

Naples, Florida

19

Orion Bank

Orion Bank

Highlights

Highlights

Federal Reserve Member; Bank is Headquartered in

Federal Reserve Member; Bank is Headquartered in

Naples, Florida

Naples, Florida

Established in 1977 as The First Bank of Marathon

Established in 1977 as The First Bank of Marathon

Franchise with 23 Offices in Five Florida MSA’s

Franchise with 23 Offices in Five Florida MSA’s

24

24

th

Ranked Deposit Market Share in Florida with $2.1

Ranked Deposit Market Share in Florida with $2.1

Billion in Deposits

Billion in Deposits

At June 30, 2009 -

At June 30, 2009 -

$2.7 Billion in Assets, $2.0 Billion in

$2.7 Billion in Assets, $2.0 Billion in

Loans, and $2.1 Billion in Deposits

Loans, and $2.1 Billion in Deposits

NPAs/Assets = 9.36%; Texas Ratio = 254%

NPAs/Assets = 9.36%; Texas Ratio = 254%

260 FTE Employees

260 FTE Employees

September 18, 2009 –

September 18, 2009 –

Federal Reserve of Atlanta Issued

Federal Reserve of Atlanta Issued

a Cease & Desist Order for Orion Bank

a Cease & Desist Order for Orion Bank

20

Orion Bank

Orion Bank

Balance Sheet History

Balance Sheet History

Source: SNL Financial

(Dollars in Thousands)

12/31/05

12/31/06

12/31/07

12/31/08

3/31/09

6/30/09

Balance Sheet Highlights

Total Assets

1,739,901

$

2,555,707

$

2,674,036

$

2,862,938

$

2,827,273

$

2,691,214

$

Total Securities

122,833

428,166

435,071

437,257

360,129

318,318

Total Loans & Leases

1,487,032

1,962,678

2,050,248

2,002,559

1,964,939

1,963,759

Total Deposits

1,280,345

1,639,689

1,662,405

2,237,481

2,197,239

2,137,698

Total Equity

83,080

111,309

121,041

61,670

58,537

70,324

Loans/ Assets (%)

85.5

76.8

76.7

70.0

69.5

73.0

Loans/Deposits (%)

116.1

119.7

123.3

89.5

89.4

91.9

Equity Cap/ Total Assets (%)

4.77

4.36

4.53

2.15

2.07

2.61

Tang Common Eq/ Tang Assets (%)

4.77

4.36

4.53

2.15

2.07

2.15

Leverage Ratio (%)

6.98

5.93

6.19

3.22

3.34

4.09

21

Orion Bank

Orion Bank

Income Statement History

Income Statement History

Source: SNL Financial

YTD

(Dollars in Thousands)

2005

2006

2007

2008

6/30/09

Income Statement

Interest Income

93,572

$    

163,983

$  

186,164

$  

151,587

$  

55,541

$    

Interest Expense

30,887

79,039

107,070

92,501

38,748

Net Interest Income (FTE)

62,685

84,944

79,094

59,086

16,793

Loan Loss Provisions

2,100

2,625

18,550

54,650

9,801

Total Noninterest Income

7,147

7,283

7,437

5,733

1,042

Realized Sec Gns/(Loss)

-

-

-

40

2,680

Total Noninterest Expense

30,723

39,288

41,785

52,501

27,245

Net Income -

Pre Tax

37,009

50,314

26,196

(42,292)

(16,531)

Income Taxes

(14,007)

(19,159)

(9,676)

16,874

6,529

Net Income -

After Tax

23,002

31,155

16,520

(25,418)

(10,002)

ORION BANK

Branches -

Naples

Ninth Street

Main Office

22

ORION BANK

Branches –

Naples (Cont.)

Tamiami

Pine Ridge

23

ORION BANK

Branches –

Naples (Cont.)

Immokalee

Airport

24

ORION BANK

Branches -

Sarasota

Main Street

University

Tamiami

25

ORION BANK

Branches –

Fort Myers

First Street

Orion Drive

Summerlin

26

ORION BANK

Branches –

Other SW Florida

Bradenton

Cape Coral

27

ORION BANK

Branches –

Florida Keys

Marathon Shores

Islamorada

28

ORION BANK

Branches –

Florida Keys (cont.)

Keys Kennedy

1001 Marathon

Key West -

Duval

29

ORION BANK

Branches –

Other SE Florida

5003 East Boca

West Palm Beach

Not Shown:

Marco Island, Palm

Beach Gardens

30

31

Century Bank, FSB

Century Bank, FSB

Sarasota, Florida

Sarasota, Florida

32

Century Bank,FSB

Century Bank,FSB

Highlights

Highlights

Federal Savings Bank Headquartered in Sarasota,

Federal Savings Bank Headquartered in Sarasota,

Florida

Florida

Established in 1985

Established in 1985

Franchise With 11 Offices in Two Florida MSA’s

Franchise With 11 Offices in Two Florida MSA’s

53

53

rd

Ranked

Ranked

Deposit

Deposit

Market

Market

Share

Share

in

in

Florida

Florida

with

with

$690

$690

Million in Deposits

Million in Deposits

At June 30, 2009 -

At June 30, 2009 -

$841 Million in Assets, $695 Million in

$841 Million in Assets, $695 Million in

Loans, and $690 Million in Deposits

Loans, and $690 Million in Deposits

NPAs/Assets = 20.61%; Texas Ratio = 523%

NPAs/Assets = 20.61%; Texas Ratio = 523%

133 FTE Employees

133 FTE Employees

August 11, 2009 –

August 11, 2009 –

OTS Issued a Cease & Desist Order

OTS Issued a Cease & Desist Order

for Century Bank, FSB

for Century Bank, FSB

33

Century Bank, FSB

Century Bank, FSB

Balance Sheet History

Balance Sheet History

Source: SNL Financial

(Dollars in Thousands)

12/31/05

12/31/06

12/31/07

12/31/08

3/31/09

6/30/09

Balance Sheet Highlights

Total Assets

611,110

$ 

819,143

$ 

920,063

$ 

919,126

$ 

899,329

$ 

841,304

$  

Total Securities

37,562

49,462

68,643

53,883

48,990

41,905

Total Loans & Leases

544,727

741,061

824,119

770,918

741,837

694,707

Total Deposits

480,002

646,431

695,022

719,480

708,993

689,740

Total Equity

41,219

52,464

57,813

39,119

35,074

7,628

Loans/ Assets (%)

89.1

90.5

89.6

83.9

82.5

82.6

Loans/Deposits (%)

113.5

114.6

118.6

107.2

104.6

100.7

Equity Cap/ Total Assets (%)

6.74

6.40

6.28

4.26

3.90

0.91

Tang Common Eq/ Tang Assets (%)

5.97

6.31

6.20

4.26

3.90

0.91

Leverage Ratio (%)

6.66

6.34

6.20

4.63

4.49

1.51

34

Century Bank, FSB

Century Bank, FSB

Income Statement History

Income Statement History

Source: SNL Financial

YTD

(Dollars in Thousands)

2005

2006

2007

2008

6/30/09

Income Statement

Interest Income

34,306

$    

51,034

$    

66,622

$    

56,554

$    

19,669

$    

Interest Expense

14,999

25,141

36,766

33,709

14,503

Net Interest Income (FTE)

19,501

26,173

30,247

23,166

5,166

Loan Loss Provisions

540

480

8,886

31,026

35,628

Total Noninterest Income

2,830

2,301

1,594

158

(788)

Realized Sec Gns/(Loss)

926

777

587

366

43

Total Noninterest Expense

9,943

11,567

14,551

15,742

7,969

Net Income - Pre Tax

12,774

17,204

8,991

(23,078)

(39,176)

Income Taxes

(4,828)

(6,608)

-

-

-

Net Income - After Tax

7,946

10,596

8,991

(23,078)

(39,176)

CENTURY BANK, FSB

Branches -

Sarasota

17

th

Street

Bay Village

35

CENTURY BANK, FSB

Branches -

Sarasota

Gulf Gate

36

Main Branch

Tuttle

CENTURY BANK, FSB

Branches -

Bradenton

Freedom Village

West Bradenton

Southwood

37

CENTURY BANK, FSB

Branches –

Other SW Mkts

Venice

Parrish

38