10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2009

Commission File Number 0-25756

IBERIABANK Corporation

(Exact name of Registrant as specified in its charter)

Louisiana	72-1280718
(State of incorporation or organization)	(I.R.S. Employer Identification Number)

200 West Congress Street, Lafayette, Louisiana	70501
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code: (337) 521-4003

Securities registered pursuant to Section 12(g) of the Act: Not Applicable

Securities registered pursuant to Section 12(b) of the Act

Common Stock (par value $1.00 per share)

(Title of Class)

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Exchange Act of 1934.    Yes  ¨    No  x

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  x

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ¨

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

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

Indicate by check mark whether the Registrant is a shell company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934.    Yes  ¨    No  x

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

As of June 30, 2009, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting shares of common stock held by non-affiliates of the Registrant was approximately $649.9 million. This figure is based on the closing sale price of $43.91 per share of the Registrant’s common stock on June 30, 2009. For purposes of this calculation, the term “affiliate” refers to all executive officers and directors of the Registrant and all shareholders beneficially owning more than 10% of the Registrant’s common stock.

Number of shares of common stock outstanding as of March 12, 2010: 26,741,532

DOCUMENTS INCORPORATED BY REFERENCE

(1) Portions of the Annual Report to Shareholders for the fiscal year ended December 31, 2009 are incorporated into Part II, Items 5 through 9B of this Form 10-K; (2) portions of the definitive proxy statement for the 2010 Annual Meeting of Shareholders to be filed within 120 days of Registrant’s fiscal year end (the “Proxy Statement”) are incorporated into Part III, Items 10 through 14 of this Form 10-K.

IBERIABANK CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	11
Item 1B.	Unresolved Staff Comments	22
Item 2.	Properties	22
Item 3.	Legal Proceedings	22
Item 4.	[Reserved]	22
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	23
Item 6.	Selected Financial Data	24
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	24
Item 8.	Financial Statements and Supplementary Data	24
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	25
Item 9A.	Controls and Procedures	25
Item 9B.	Other Information	25
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	26
Item 11.	Executive Compensation	26
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	26
Item 13.	Certain Relationships and Related Transactions, and Director Independence	26
Item 14.	Principal Accounting Fees and Services	26
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	27
	Signatures	31

PART 1.

Item 1. Business.

Unless we indicate otherwise, the words “we”, “our”, “us”, and “Company” refer to IBERIABANK Corporation and its wholly owned subsidiaries.

General

IBERIABANK Corporation, a Louisiana corporation, is a multi-bank financial holding company with 209 combined offices, including 136 bank branch offices in Louisiana, Arkansas, Florida, Alabama, Tennessee, and Texas, 26 title insurance offices in Arkansas and Louisiana, and mortgage representatives in 47 locations in 12 states. As of December 31, 2009, we had consolidated assets of $9.7 billion, total deposits of $7.6 billion and shareholders’ equity of $954.2 million.

Our principal executive office is located at 200 West Congress Street, Lafayette, Louisiana, and our telephone number at that office is (337) 521-4003. Our website is located at www.iberiabank.com.

We are the holding company for IBERIABANK, a Louisiana banking corporation headquartered in Lafayette, Louisiana; IBERIABANK fsb, a federal savings bank headquartered in Little Rock, Arkansas (formerly Pulaski Bank and Trust Company); Lenders Title Company, an Arkansas-chartered title insurance and closing services agency headquartered in Little Rock, Arkansas (“Lenders Title”); and IBERIA Capital Partners LLC, a corporate finance services firm in formation.

We offer traditional commercial bank products and services to our clients. These products and services include a broad array of commercial, consumer, mortgage, and private banking products and services, cash management, deposit and annuity products and investment brokerage services. Certain of our non-bank subsidiaries engage in financial services-related activities, including brokerage services, sales of variable annuities, life, health, dental and accident insurance products, and wealth management services.

Our segments reflect the manner in which financial information is currently evaluated. The Company strategically manages and reports the results of its business through four operating segment levels: IBERIABANK, IBERIABANK fsb, IBERIABANK Mortgage Company (“IMC”), and Lenders Title.

IBERIABANK and IBERIABANK fsb offer commercial and retail banking products and services to customers throughout locations in six states. IBERIABANK provides these products and services in Louisiana, Alabama, and Florida, while IBERIABNK fsb provides similar services in Arkansas, Tennessee, and Texas. IMC operates mortgage production offices that provide mortgage servicing and mortgage loan origination activities in twelve states. Lenders Title offers a full line of title insurance and closing services throughout Arkansas and Louisiana.

Subsidiaries

IBERIABANK has six active, wholly-owned non-bank subsidiaries, Iberia Financial Services, LLC; IBERIABANK Insurance Services, LLC; IBERIABANK Asset Management, Inc.; Acadiana Holdings, LLC, Iberia Investment Fund I, LLC, and Iberia Investment Fund II, LLC. Iberia Financial Services manages the brokerage services offered by IBERIABANK. At December 31, 2009, IBERIABANK’s equity investment in Iberia Financial Services, LLC was $2.6 million, and Iberia Financial Services, LLC had total assets of $3.2 million. IBERIABANK Insurance Services, LLC is a licensed insurance agency and facilitates the receipt of insurance commissions from the sale of variable annuities, life, health, dental and accident insurance products. At December 31, 2009, IBERIABANK’s equity investment in IBERIABANK Insurance Services, LLC was $0.1 million, and IBERIABANK Insurance Services, LLC had total assets of $0.2 million. Acadiana Holdings, LLC owns and operates a commercial office building that also serves as our headquarters and IBERIABANK’s main office. At December 31, 2009, IBERIABANK’s equity investment in Acadiana Holdings, LLC was $9.9 million, and Acadiana Holdings, LLC had total assets of $10.8 million. IBERIABANK Asset Management, Inc. (“IAM”) provides wealth management services to high net worth individuals, pension funds, corporations and trusts. At December 31, 2009, IBERIABANK’s equity investment in IAM was $0.7 million, and IAM had total assets of $0.7 million. Iberia Investment Fund I, LLC and Iberia Investment Fund II, LLC are investment funds held for the purpose of funding new market tax credits and are disregarded entities for tax purposes. IBERIABANK’s equity investment in Iberia Investment Fund I, LLC and Iberia

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Investment Fund II, LLC was $40.6 million and $3.0 million, respectively, at December 31, 2009. Iberia Investment Funds I, LLC and Iberia Investment Fund II, LLC has total assets of $97.1 million and $10.5 million, respectively, at December 31, 2009.

IBERIABANK fsb has two active, wholly-owned non-bank subsidiaries, IBERIABANK Mortgage Company (“IMC”, formerly Pulaski Mortgage Company) and P.F. Services, Inc. IMC offers one-to-four family residential mortgage loans in Louisiana, Arkansas, Tennessee, Mississippi, Oklahoma, Texas, Missouri, Illinois, Georgia, Florida, and Idaho. At December 31, 2009, IBERIABANK fsb’s equity investment in IMC was $29.6 million, and IMC had total assets of $89.2 million. P.F. Services, Inc. owns an office building which we plan to divest. IBERIABANK fsb’s equity investment in P.F. Services, Inc. was $0.4 million, and P.F. Services, Inc. had total assets of $0.4 million at December 31, 2009.

Lenders Title provides a full line of title insurance and loan closing services for both residential and commercial customers in locations throughout Arkansas. Lenders Title has three active, wholly-owned subsidiaries, Asset Exchange, Inc., United Title of Louisiana, Inc. (“United Title”), and American Abstract and Title Company, Inc (“AAT”). Asset Exchange, Inc. provides qualified intermediary services to facilitate Internal Revenue Code Section 1031 tax deferred exchanges. At December 31, 2009, Lenders Title’s equity investment in Asset Exchange, Inc. was less than $0.3 million, and Asset Exchange, Inc. had total assets of $0.3 million. United Title and AAT provide a full line of title insurance and loan closing services for both residential and commercial customers in locations throughout Louisiana. At December 31, 2009, Lenders Title’s equity investment in United Title was $5.2 million, and United Title had total assets of $6.5 million. Lenders Title’s equity investment in AAT was $1.8 million and AAT had total assets of $2.7 million.

Competition

We face strong competition in attracting deposits, originating loans, and providing title services. Our most direct competition for deposits has historically come from other commercial banks, savings institutions and credit unions located in our market areas, including many large financial institutions that have greater financial and marketing resources available to them. In addition, during times of high interest rates, we have faced significant competition for investors’ funds from short-term money market securities, mutual funds and other corporate and government securities. Our ability to attract and retain customer deposits depends on our ability to generally provide a rate of return, liquidity and risk comparable to that offered by competing investment opportunities.

We experience strong competition for loan originations principally from other commercial banks, savings institutions and mortgage banking companies. We compete for loans principally through the interest rates and loan fees we charge, the efficiency and quality of services we provide borrowers and the convenient locations of our branch office network.

Employees

We had 1,579 full-time employees and 106 part-time employees as of December 31, 2009. None of these employees is represented by a collective bargaining agreement. We believe we enjoy an excellent relationship with our personnel.

Business Combinations

We continually evaluate business combination opportunities and sometimes conduct due diligence activities in connection with them. As a result, business combination discussions and, in some cases, negotiations take place, and transactions involving cash, debt or equity securities can be expected. Any future business combinations or series of business combinations that we might undertake may be material in terms of assets acquired or liabilities assumed.

TARP Preferred Stock Redemption and Warrant Repurchase

The Emergency Economic Stabilization Act of 2008 (the “EESA”) authorized the U.S. Treasury Department (the “Treasury Department”) to take actions to restore stability and liquidity to the financial system in the U.S. The EESA established the Troubled Asset Relief Program (the “TARP”) and the Treasury Department established the Capital Purchase Program (the “CPP”) under TARP. Pursuant to the CPP, qualified financial institutions may issue and sell senior preferred stock and warrants to purchase common stock to the Treasury Department, the proceeds of which will qualify as Tier 1 regulatory capital in an amount of between 1% and 3% of risk-weighted assets.

We were approved to participate in the CPP in an amount up to $115 million, or approximately 3% of our total risk-weighted assets, which our board of directors subsequently decided to reduce to $90 million. On December 5, 2008, for an aggregate purchase price of $90 million under then current Treasury Department guidelines we:

• Issued and sold 90,000 shares of our preferred stock to the Treasury Department under the terms and conditions of the CPP; and

• Issued and sold a warrant to the Treasury Department to purchase 276,980 shares of our common stock equal, in the aggregate, to 15% of the Treasury Department’s investment amount in our preferred stock, or approximately $13.5 million. The exercise price for the warrant was $48.74 per share of common stock and was based on an average market price of our common stock.

The preferred stock was non-voting and qualified as Tier 1 capital and paid cumulative dividends at a rate of 5% per annum for the first five years, and 9% thereafter. The dividends ranked senior to any junior preferred stock and our common stock. The warrant was exercisable in full immediately.

On March 31, 2009, we announced the redemption of all shares of preferred stock sold to the Treasury Department for a purchase price of $90 million. In connection with the redemption, we incurred a charge of approximately $2.2 million in the first quarter in the form of an accelerated deemed dividend to account for the difference between the amount at which the preferred stock sale was initially recorded and its redemption price. The accelerated dividend was combined with the previously scheduled cash dividend, resulting in a total deemed dividend of $3.4 million during the quarter ended March 31, 2009.

On May 20, 2009, we announced that we had repurchased the warrant for $1.2 million. The repurchase had no impact on our results of operations. Payment of the repurchase price resulted in reduction of our cash and an offsetting reduction of paid-in capital.

Available Information

Our filings with the Securities and Exchange Commission (“SEC”), including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments thereto, are available on our website as soon as reasonably practicable after the reports are filed with or furnished to the SEC. Copies can be

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obtained free of charge in the “Investor Relations” section of our website at www.iberiabank.com. Our SEC filings are also available through the SEC’s website at www.sec.gov. Copies of these filings are also available by writing the Company at the following address:

IBERIABANK Corporation

P.O. Box 52747

Lafayette, Louisiana 70505-2747

Supervision and Regulation

General

The banking industry is extensively regulated under both federal and applicable state laws. The following discussion is a summary of certain statutes and regulations applicable to bank and financial holding companies and their subsidiaries and provides specific information relevant to us. Regulation of financial institutions is intended primarily for the protection of depositors, deposit insurance funds and the banking system, and generally is not intended for the protection of shareholders.

Proposals are frequently introduced to change federal and state laws and regulations applicable to us. The likelihood and timing of any such changes and the impact such changes might have on us are impossible to determine with any certainty.

We are a bank holding company and are qualified as a financial holding company with the Board of Governors of the Federal Reserve System (the “FRB”). We are subject to examination and supervision by the FRB pursuant to the Bank Holding Company Act of 1956, as amended (the “BHCA”), and are required to file reports and other information regarding our business operations and the business operations of our subsidiaries with the FRB.

Because we are a public company, we are also subject to regulation by the Securities and Exchange Commission (the “SEC”). The SEC has established three categories of issuers for the purpose of filing periodic and annual reports. Under these regulations, we are considered to be an “accelerated filer” and, as such, must comply with SEC accelerated reporting requirements.

As a Louisiana-chartered commercial bank and a member of the Federal Reserve System, IBERIABANK is subject to regulation, supervision and examination by the Office of Financial Institutions of the State of Louisiana, IBERIABANK’s chartering authority, and the FRB, IBERIABANK’s primary federal regulator. As a federal savings association, IBERIABANK fsb is subject to regulation, supervision and examination by the Office of Thrift Supervision (the “OTS”). IBERIABANK and IBERIABANK fsb are collectively referred to herein as the “Banks.” Each of the Banks is also subject to regulation, supervision and examination by the Federal Deposit Insurance Corporation (the “FDIC”). The FDIC insures the deposits of the Banks to the maximum extent permitted by law.

State and federal law govern the activities in which the Banks may engage, the investments they may make and the aggregate amount of loans that may be granted to one borrower. Various consumer and compliance laws and regulations also affect the Banks’ operations.

The banking industry is affected by the monetary and fiscal policies of the FRB. An important function of the FRB is to regulate the national supply of bank credit to moderate recessions and to curb inflation. Among the instruments of monetary policy used by the FRB to implement its objectives are: open-market operations in U.S. Government securities, changes in the discount rate and the federal funds rate (which is the rate banks charge each other for overnight borrowings) and changes in reserve requirements on bank deposits.

In addition to federal and state banking laws and regulations, we and certain of our subsidiaries and affiliates, including those that engage in securities brokerage and insurance activities, are subject to other federal and state laws and regulations, and supervision and examination by other state and federal regulatory agencies, including the Financial Industry Regulatory Authority (“FINRA”), the U.S. Department of Housing and Urban Development (“HUD”), and various state insurance and securities regulators.

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Holding Company Structure

We have one Louisiana-chartered commercial bank subsidiary, one federal savings association subsidiary, one title insurance company subsidiary, and numerous other non-bank subsidiaries of these first tier subsidiaries. We are also forming, subject to FINRA approval, a new first tier subsidiary to provide equity research, institutional sales and trading, and corporate financial services. Exhibit 21 of this report lists all of our subsidiaries.

The Banks are subject to affiliate transaction restrictions under federal laws, which limit the transfer of funds by a subsidiary bank or its subsidiaries to its parent corporation or any non-bank subsidiary of its parent corporation, whether in the form of loans, extensions of credit, investments, or asset purchases. Such transfers by a subsidiary bank are limited to:

• 10% of the subsidiary bank’s capital and surplus for transfers to its parent corporation or to any individual non-bank subsidiary of the parent, and

• An aggregate of 20% of the subsidiary bank’s capital and surplus for transfers to such parent together with all such non-bank subsidiaries of the parent.

Furthermore, such loans and extensions of credit must be secured within specified amounts. In addition, all affiliate transactions must be conducted on terms and under circumstances that are substantially the same as such transactions with unaffiliated entities. Such extensions of credit must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties and must not involve more than the normal risk of repayment or present other unfavorable features.

As a matter of policy, the FRB expects a bank holding company to act as a source of financial and managerial strength to each of its subsidiary banks and to commit resources to support each such subsidiary bank. Under this source of strength doctrine, the FRB may require a bank holding company to make capital injections into a troubled subsidiary bank. They may charge the bank holding company with engaging in unsafe and unsound practices if it fails to commit resources to such a subsidiary bank or if it undertakes actions that the FRB believes might jeopardize its ability to commit resources to such subsidiary bank. A capital injection may be required at times when the holding company does not have the resources to provide it.

Any loans by a holding company to a subsidiary bank are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. In the event of a bank holding company’s bankruptcy, the bankruptcy trustee will assume any commitment by the holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank. Moreover, the bankruptcy law provides that claims based on any such commitment will be entitled to a priority of payment over the claims of the institution’s general unsecured creditors, including the holders of its note obligations.

Louisiana law permits the Louisiana commissioner to require a special assessment of shareholders of a Louisiana-chartered bank whose capital has become impaired to remedy an impairment in such bank’s capital stock. This statute also provides that the commissioner may suspend the bank’s certificate of authority until the capital is restored. As the sole shareholder of IBERIABANK, we are subject to such statute.

Moreover, the claims of a receiver of an insured depository institution for administrative expenses and the claims of holders of deposit liabilities of such an institution are accorded priority over the claims of general unsecured creditors of such an institution, including the holders of the institution’s note obligations, in the event of liquidation or other resolution of such institution. Claims of a receiver for administrative expenses and claims of holders of deposit liabilities of the Banks, including the FDIC as the insurer of such holders, would receive priority over the holders of notes and other senior debt of the Banks in the event of liquidation or other resolution and over our interests as sole shareholder of the Banks.

The FRB maintains a bank holding company rating system that emphasizes risk management, introduces a framework for analyzing and rating financial factors, and provides a framework for assessing and rating the potential impact of non-depository entities of a holding company on its subsidiary depository institution(s).

A composite rating is assigned based on the foregoing three components, but a fourth component is also rated, reflecting generally the assessment of depository institution subsidiaries by their principal regulators. Ratings are made on a scale of 1 to 5 (1 highest) and are not made public. The composite ratings assigned to us, like those assigned to other financial institutions, are confidential and may not be directly disclosed, except to the extent required by law.

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Acquisitions. The Company complies with numerous laws relating to its acquisition activity. Under the BHCA, a bank holding company may not directly or indirectly acquire ownership or control of more than 5% of the voting shares or substantially all of the assets of any bank holding company or bank or merge or consolidate with another bank holding company without the prior approval of the FRB. Current Federal law authorizes interstate acquisitions of banks and bank holding companies without geographic limitation. Furthermore, a bank headquartered in one state is authorized to merge with a bank headquartered in another state, as long as neither of the states have opted out of such interstate merger authority prior to such date, and subject to any state requirement that the target bank shall have been in existence and operating for a minimum period of time, not to exceed five years; and subject to certain deposit market-share limitations. After a bank has established branches in a state through an interstate merger transaction, the bank may establish and acquire additional branches at any location in the state where a bank headquartered in that state could have established or acquired branches under applicable federal or state law.

In 2009, IBERIABANK consummated three FDIC-assisted transactions. On August 21, 2009, IBERIABANK acquired certain assets of CapitalSouth Bank, including a substantial majority of its loan portfolio, and assumed certain liabilities of CapitalSouth Bank from the FDIC, as receiver. On November 13, 2009, IBERIABANK acquired certain assets and assumed certain liabilities of each of Orion Bank and Century Bank, FSB from the FDIC, as receiver. In connection with these FDIC-assisted transactions, IBERIABANK entered into purchase and assumption, loss-sharing and other agreements which contain certain regulatory covenants and limitations. We currently expect to enter additional FDIC-assisted transactions.

Safety and Soundness Regulations. The FRB has enforcement powers over bank holding companies and their non-banking subsidiaries. The FRB has authority to prohibit activities that represent unsafe or unsound practices or constitute violations of law, rule, regulation, administrative order or written agreement with a federal regulator. These powers may be exercised through the issuance of cease and desist orders, civil money penalties or other actions.

There also are a number of obligations and restrictions imposed on bank holding companies and their depository institution subsidiaries by federal law and regulatory policy that are designed to reduce potential loss exposure to the depositors of such depository institutions and to the FDIC insurance funds in the event the depository institution is insolvent or is in danger of becoming insolvent. For example, under requirements of the FRB with respect to bank holding company operations, a bank holding company is required to serve as a source of financial strength to its subsidiary depository institutions and to commit financial resources to support such institutions in circumstances where it might not do so otherwise. In addition, the “cross-guarantee” provisions of federal law require insured depository institutions under common control to reimburse the FDIC for any loss suffered or reasonably anticipated by the Deposit Insurance Fund (“DIF”) as a result of the insolvency of commonly controlled insured depository institutions or for any assistance provided by the FDIC to commonly controlled insured depository institutions in danger of failure. The FDIC may decline to enforce the cross-guarantee provision if it determines that a waiver is in the best interests of the DIF. The FDIC’s claim for reimbursement under the cross guarantee provisions is superior to claims of shareholders of the insured depository institution or its holding company, but is subordinate to claims of depositors, secured creditors and nonaffiliated holders of subordinated debt of the commonly controlled insured depository institution.

Banking regulators also have broad enforcement powers over the Banks, including the power to impose fines and other civil and criminal penalties, and to appoint a conservator in order to conserve the assets of any such institution for the benefit of depositors and other creditors.

Dividends. We are a legal entity separate and distinct from our subsidiaries. The majority of our revenue is from dividends paid us by the Banks. The Banks are subject to laws and regulations that limit the amount of dividends they can pay. In addition, we and the Banks are subject to various regulatory restrictions relating to the payment of dividends, including requirements to maintain capital at or above regulatory minimums, and to remain “well-capitalized” under the prompt corrective action rules. The FRB has indicated generally that it may be an unsafe or unsound practice for a bank holding company to pay dividends unless the bank holding company’s net income over the preceding year is sufficient to fund the dividends and the expected rate of earnings retention is consistent with the organization’s capital needs, asset quality and overall financial condition.

In addition to the limitations placed on the payment of dividends at the holding company level, there are various legal and regulatory limits on the extent to which the Banks may pay dividends or otherwise supply funds to us. The Banks are subject to laws and regulations of Louisiana and the OTS, as applicable, which place certain restrictions on the payment of dividends. Additionally, as a member of the Federal Reserve System, IBERIABANK is subject to regulations of the FRB.

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We do not expect that these laws, regulations or policies will materially affect the ability of the Banks to pay dividends. Additional information is provided in Note 22 to the Consolidated Financial Statements incorporated herein by reference.

FDIC Insurance. The deposits of the Banks are insured by the DIF of the FDIC up to the limits set forth under applicable law and are subject to the deposit insurance premium assessments of the DIF. The FDIC imposes a risk-based deposit premium assessment system, which was amended pursuant to the Federal Deposit Insurance Reform Act of 2005 (the “Reform Act”). Under this system, as amended, the assessment rates for an insured depository institution vary according to the level of risk incurred in its activities. To arrive at an assessment rate for a banking institution, the FDIC places it in one of four risk categories determined by reference to its capital levels and supervisory ratings. In addition, in the case of those institutions in the lowest risk category, the FDIC further determines its assessment rate based on certain specified financial ratios or, if applicable, its long-term debt ratings. The assessment rate schedule can change from time to time, at the discretion of the FDIC, subject to certain limits. On November 12, 2009, the FDIC adopted a rule requiring banks to prepay three years’ worth of premiums to replenish the depleted insurance fund. The FDIC has published guidelines under the Reform Act on the adjustment of assessment rates for certain institutions. Under the current system, premiums are assessed quarterly. In addition, insured depositors have been required to pay a pro rata portion of the interest due on the obligations issued by the Financing Corporation to fund the closing and disposal of failed thrift institutions by the Resolution Trust Corporation.

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Capital Requirements The Federal Reserve has issued risk-based capital ratio and leverage ratio guidelines for bank holding companies. The risk-based capital ratio guidelines establish a systematic analytical framework that:

• makes regulatory capital requirements sensitive to differences in risk profiles among banking organizations,

• takes off-balance sheet exposures into explicit account in assessing capital adequacy, and

• minimizes disincentives to holding liquid, low-risk assets.

Under the guidelines and related policies, bank holding companies must maintain capital sufficient to meet both a risk-based asset ratio test and a leverage ratio test on a consolidated basis. The risk-based ratio is determined by allocating assets and specified off-balance sheet commitments into four weighted categories, with higher weighting assigned to categories perceived as representing greater risk. The risk-based ratio represents capital divided by total risk weighted assets. The leverage ratio is core capital divided by total assets adjusted as specified in the guidelines. The Banks are subject to substantially similar capital requirements.

Generally, under the applicable guidelines, a financial institution’s capital is divided into two tiers. Institutions that must incorporate market risk exposure into their risk-based capital requirements may also have a third tier of capital in the form of restricted short-term subordinated debt. These tiers are:

• “Tier 1”, or core capital, includes total equity plus qualifying capital securities and minority interests, excluding unrealized gains and losses accumulated in other comprehensive income, and non-qualifying intangible and servicing assets.

• “Tier 2”, or supplementary capital, includes, among other things, cumulative and limited-life preferred stock, mandatory convertible securities, qualifying subordinated debt, and the allowance for credit losses, up to 1.25% of risk-weighted assets.

• “Total capital” is Tier 1 plus Tier 2 capital.

The Federal Reserve and the other federal banking regulators require that all intangible assets (net of deferred tax), except originated or purchased mortgage-servicing rights, non-mortgage servicing assets, and purchased credit card relationships, be deducted from Tier 1 capital. However, the total amount of these items included in capital cannot exceed 100% of its Tier 1 capital.

Under the risk-based guidelines, financial institutions are required to maintain a risk-based ratio of 8%, with 4% being Tier 1 capital. The appropriate regulatory authority may set higher capital requirements when they believe an institution’s circumstances warrant.

Under the leverage guidelines, financial institutions are required to maintain a leverage ratio of at least 3%. The minimum ratio is applicable only to financial institutions that meet certain specified criteria, including excellent asset quality, high liquidity, low interest rate risk exposure, and the highest regulatory rating. Financial institutions not meeting these criteria are required to maintain a minimum Tier 1 leverage ratio of 4%.

Special minimum capital requirements apply to equity investments in non-financial companies. The requirements consist of a series of deductions from Tier 1 capital that increase within a range from 8% to 25% of the adjusted carrying value of the investment.

Failure to meet applicable capital guidelines could subject the financial institution to a variety of enforcement remedies available to the federal regulatory authorities. These include limitations on the ability to pay dividends, the issuance by the regulatory authority of a capital directive to increase capital, and the termination of deposit insurance by the FDIC. In addition, the financial institution could be subject to the measures described below under “Prompt Corrective Action” as applicable to “under-capitalized” institutions.

The risk-based capital standards of the Federal Reserve, the OTS, and the FDIC specify that evaluations by the banking agencies of a bank’s capital adequacy will include an assessment of the exposure to declines in the economic value of the bank’s capital due to changes in interest rates. These banking agencies issued a joint policy statement on interest rate risk describing prudent methods for monitoring such risk that rely principally on internal measures of exposure and active oversight of risk management activities by senior management.

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Prompt Corrective Action The Federal Deposit Insurance Corporation Improvement Act of 1991, known as FIDICIA, requires federal banking regulatory authorities to take “prompt corrective action” with respect to depository institutions that do not meet minimum capital requirements. For these purposes, FIDICIA establishes five capital tiers: “well-capitalized,” “adequately-capitalized,” “under-capitalized,” “significantly under-capitalized,” and “critically under-capitalized.”

An institution is deemed to be:

• “well-capitalized” if it has a total risk-based capital ratio of 10% or greater, a Tier 1 risk-based capital ratio of 6% or greater, and a Tier 1 leverage ratio of 5% or greater and is not subject to a regulatory order, agreement, or directive to meet and maintain a specific capital level for any capital measure;

• “adequately-capitalized” if it has a total risk-based capital ratio of 8% or greater, a Tier 1 risk-based capital ratio of 4% or greater, and, generally, a Tier 1 leverage ratio of 4% or greater and the institution does not meet the definition of a “well-capitalized” institution;

• “under-capitalized” if it does not meet one or more of the “adequately-capitalized” tests;

• “significantly under-capitalized” if it has a total risk-based capital ratio that is less than 6%, a Tier 1 risk-based capital ratio that is less than 3%, or a Tier 1 leverage ratio that is less than 3%; and

• “critically under-capitalized” if it has a ratio of tangible equity, as defined in the regulations, to total assets that is equal to or less than 2%.

Throughout 2009, our regulatory capital ratios and those of the Banks were in excess of the levels established for “well-capitalized” institutions.

(in thousands of dollars)		“Well- Capitalized” Minimums		At December 31, 2009
				Actual		Excess Capital
Ratios:
Tier 1 leverage ratio	Consolidated	5.00	%	9.90	%	$	386,087
	IBERIABANK	5.00		8.40			221,751
	IBERIABANK fsb	5.00		10.35			74,516
Tier 1 risk-based capital ratio	Consolidated	6.00		13.21			425,775
	IBERIABANK	6.00		12.18			278,167
	IBERIABANK fsb	6.00		12.45			74,667
Total risk-based capital ratio	Consolidated	10.00		14.58			270,458
	IBERIABANK	10.00		13.50			157,625
	IBERIABANK fsb	10.00		13.69			42,738

FDICIA generally prohibits a depository institution from making any capital distribution, including payment of a cash dividend or paying any management fee to its holding company, if the depository institution would be “under-capitalized” after such payment. “Under-capitalized” institutions are subject to growth limitations and are required by the appropriate federal banking agency to submit a capital restoration plan. If any depository institution subsidiary of a holding company is required to submit a capital restoration plan, the holding company would be required to provide a limited guarantee regarding compliance with the plan as a condition of approval of such plan.

If an “under-capitalized” institution fails to submit an acceptable plan, it is treated as if it is “significantly under-capitalized.” “Significantly under-capitalized” institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become “adequately-capitalized,” requirements to reduce total assets, and cessation of receipt of deposits from correspondent banks.

“Critically under-capitalized” institutions may not, beginning 60 days after becoming “critically under-capitalized,” make any payment of principal or interest on their subordinated debt. In addition, “critically under-capitalized” institutions are subject to appointment of a receiver or conservator within 90 days of becoming so classified.

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Under FDICIA, a depository institution that is not “well-capitalized” is generally prohibited from accepting brokered deposits and offering interest rates on deposits higher than the prevailing rate in its market. As previously stated, the Banks are “well-capitalized” and the FDICIA brokered deposit rule did not adversely affect their ability to accept brokered deposits. IBERIABANK had $175.5 million of such brokered deposits at December 31, 2009. At that date, IBERIABANK fsb had no such brokered deposits.

Additional information is provided in Note 15 to the Consolidated Financial Statements and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Capital Resources” in Exhibit 13 to this Form 10-K incorporated herein by reference.

Financial Holding Company Status In order to maintain its status as a financial holding company, a bank holding company’s depository subsidiaries must all be both “well capitalized” and “well managed,” and must meet their Community Reinvestment Act obligations.

Financial holding company powers relate to “financial activities” that are determined by the Federal Reserve, in coordination with the Secretary of the Treasury, to be financial in nature, incidental to an activity that is financial in nature, or complementary to a financial activity, provided that the complementary activity does not pose a safety and soundness risk. The Gramm-Leach-Bliley Act designates certain activities as financial in nature, including:

• underwriting insurance or annuities;

• providing financial or investment advice;

• underwriting, dealing in, or making markets in securities;

• merchant banking, subject to significant limitations;

• insurance company portfolio investing, subject to significant limitations; and

• any activities previously found by the Federal Reserve to be closely related to banking.

The Gramm-Leach-Bliley Act also authorizes the Federal Reserve, in coordination with the Secretary of the Treasury, to determine that additional activities are financial in nature or incidental to activities that are financial in nature.

We are required by the Bank Holding Company Act to obtain Federal Reserve approval prior to acquiring, directly or indirectly, ownership or control of voting shares of any bank, if, after such acquisition, we would own or control more than 5% of its voting stock. However, as a financial holding company, we may commence any new financial activity, except for the acquisition of a savings, association, with notice to the Federal Reserve within 30 days after the commencement of the new financial activity.

Affiliate Transactions. The Banks are subject to Regulation W, which comprehensively implemented statutory restrictions on transactions between a bank and its affiliates. Regulation W combines the FRB’s interpretations and exemptions relating to Sections 23A and 23B of the Federal Reserve Act. Regulation W and Section 23A place limits on the amount of loans or extensions of credit to, investments in, or certain other transactions with affiliates, and on the amount of advances to third parties collateralized by the securities or obligations of affiliates. In general, the Banks’ “affiliates” are IBERIABANK Corporation and our non-bank subsidiaries.

Regulation W and Section 23B prohibit, among other things, a bank from engaging in certain transactions with affiliates unless the transactions are on terms substantially the same, or at least as favorable to the bank, as those prevailing at the time for comparable transactions with non-affiliated companies.

The Banks are also subject to certain restrictions on extensions of credit to executive officers, directors, certain principal shareholders and their related interests. Such extensions of credit must be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with third parties and must not involve more than the normal risk of repayment or present other unfavorable features.

USA Patriot Act. The USA Patriot Act of 2001 and its related regulations require insured depository institutions, broker-dealers, and certain other financial institutions to have policies, procedures, and controls to detect, prevent, and report money laundering and terrorist financing. The statute and its regulations also provide for information sharing, subject to conditions, between federal law enforcement agencies and financial institutions, as well as among financial institutions, for counter-terrorism purposes. Federal banking regulators are required, when reviewing bank holding company acquisition and bank merger applications, to take into account the effectiveness of the anti-money laundering activities of the applicants.

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Consumer Privacy and Other Consumer Protection Laws. We, like all other financial institutions, are required to:

• provide notice to our customers regarding privacy policies and practices,

• inform our customers regarding the conditions under which their non-public personal information may be disclosed to non-affiliated third parties, and

• give our customers an option to prevent disclosure of such information to non-affiliated third parties.

Under the Fair and Accurate Credit Transactions Act of 2003, our customers may also opt out of information sharing between and among us and our affiliates. We are also subject, in connection with our lending and leasing activities, to numerous federal and state laws aimed at protecting consumers, including the Home Mortgage Disclosure Act, the Real Estate Settlement Procedures Act, the Equal Credit Opportunity Act, the Truth in Lending Act, and the Fair Credit Reporting Act.

Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act of 2002 (the “SOX Act”) implements a broad range of corporate governance, accounting and disclosure requirements for public companies, and also for their directors and officers. SEC rules adopted to implement SOX Act requirements require a reporting company’s chief executive and chief financial officers to certify certain financial and other information included in our quarterly and annual reports. The rules also require these officers to certify that they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our financial reporting and disclosure controls and procedures; that they have made certain disclosures to the auditors and to the Audit Committee of the board of directors about our controls and procedures; and that they have included information in their quarterly and annual filings about their evaluation and whether there have been significant changes to the controls and procedures or other factors which would significantly impact these controls subsequent to their evaluation. Section 404 of the SOX Act requires management to undertake an assessment of the adequacy and effectiveness of our internal controls over financial reporting and requires our auditors to attest to and report on the effectiveness of these controls. See Item 9A.—“Controls and Procedures” hereof for our evaluation of disclosure controls and procedures. The certifications required by Sections 302 and 906 of the SOX Act also accompany this Form 10-K.

Other Regulatory Matters. We and our subsidiaries and affiliates are subject to numerous examinations by federal and state banking regulators, as well as the SEC, FINRA, NASDAQ, and various state insurance and securities regulators.

Corporate Governance. Information with respect to our corporate governance is available on our web site, www.iberiabank.com, and includes:

• Corporate Governance Guidelines

• Nominating and Corporate Governance Committee Charter

• Codes of Ethics

• Chief Executive Officer and Chief Financial Officer Certifications

We intend to disclose any waiver of or substantial amendment to the Codes of Ethics applicable to directors and executive officers on our web site at www.iberiabank.com.

Federal Taxation

We and our subsidiaries are subject to the generally applicable corporate tax provisions of the Internal Revenue Code (the “Code”), and the Banks are subject to certain additional provisions of the Code which apply to financial institutions. We and our subsidiaries file a consolidated federal income tax return on the basis of a fiscal year ending on December 31.

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Retained earnings at December 31, 2009 and 2008 included approximately $21.9 million accumulated prior to January 1, 1987 for which no provision for federal income taxes has been made. If this portion of retained earnings is used in the future for any purpose other than to absorb bad debts, it will be added to future taxable income.

The deferred tax liability at December 31, 2009 includes $74.9 million of future deductible temporary differences. Included is $55.0 million related to book deductions for the bad debt reserve that have not been deducted for tax purposes.

State Taxation

Louisiana does not permit the filing of consolidated income tax returns. We are subject to the Louisiana Corporation Income Tax based on our separate Louisiana taxable income, as well as a corporate franchise tax. IBERIABANK is not subject to the Louisiana income or franchise taxes. However, IBERIABANK is subject to the Louisiana Shares Tax which is imposed on the assessed value of our stock. The formula for deriving the assessed value is to calculate 15% of the sum of (a) 20% of our capitalized earnings, plus (b) 80% of our taxable shareholders’ equity, and to subtract from that figure 50% of our real and personal property assessment. Various items may also be subtracted in calculating a company’s capitalized earnings. The portion of the Louisiana shares tax expense calculated on our shareholders’ equity is included in noninterest expense, and the portion calculated on our capitalized earnings is included in income tax expense.

Arkansas generally imposes income tax on financial institutions computed at a rate of 6.5% of net earnings. For the purpose of the 6.5% income tax, net earnings are defined as the net income of the financial institution computed in the manner prescribed for computing the net taxable income for federal corporate income tax purposes, less (i) interest income from obligations of the United States, of any county, municipal or public corporation authority, special district or political subdivision, plus (ii) any deduction for state income taxes.

Florida generally imposes income tax on financial institutions computed at a rate of 5.5% of net earnings. For the purpose of the 5.5% income tax, net earnings are defined as the net income of the financial institution computed in the manner prescribed for computing the net taxable income for federal corporate income tax purposes, less certain modifications defined by Florida law.

Alabama generally imposes income tax on financial institutions computed at a rate of 5.5% of net earnings. For the purpose of the 6.5% income tax, net earnings are defined as the net income of the financial institution computed in the manner prescribed for computing the net taxable income for federal corporate income tax purposes, less certain modifications defined by Alabama law.

Item 1A. Risk Factors.

There are risks, many beyond our control, which could cause our results to differ significantly from management’s expectations. Some of these risk factors are described below. Any factor described in this report could, by itself or together with one or more other factors, adversely affect our business, results of operations and/or financial condition.

Risks About Our Company

The current economic environment poses significant challenges for us and could adversely affect our financial condition and results of operations.

Although we remain well capitalized and have not suffered from liquidity issues, we are operating in a challenging and uncertain economic environment. Financial institutions continue to be affected by declines in the real estate market and constrained financial markets. We retain direct exposure to the residential and commercial real estate markets, and we could be affected by these events. Continued declines in real estate values, home sales volumes and financial stress on borrowers as a result of the uncertain economic environment, including job losses, could have an adverse affect on our borrowers or their customers, which could adversely affect our financial condition and results of operations. In addition, a continued deterioration in local economic conditions in our markets could drive losses beyond those which are provided for in our allowance for loan losses and result in a variety of consequences including the following:

• increases in loan delinquencies;

• increases in nonperforming assets and foreclosures;

• decreases in demand for our products and services, which could adversely affect our liquidity position; and

• decreases in the value of the collateral securing our loans, especially real estate, which could reduce customers’ borrowing power.

Disruptions in the global financial markets could adversely affect our results of operations and financial condition.

        Since mid-2007, global financial markets have suffered substantial disruption, illiquidity and volatility. These circumstances resulted in significant government assistance to a number of major financial institutions. These events have significantly diminished overall confidence in the financial markets and in financial institutions and have increased the uncertainty we face in managing our business. If these disruptions continue or other disruptions in the financial markets or the global or our regional economic environment arise, they could have an adverse effect on our future results of operations and financial condition, including our liquidity position, and may affect our ability to access capital.

The U.S. government’s plans to stabilize the financial markets may not be effective.

In response to the recent volatility in the financial markets, the U.S. government has enacted certain legislation and regulatory programs to foster stability, including the EESA as amended by the American Recovery and Reinvestment Act of 2009, or ARRA. There can be no assurance that the impact of such legislation and the various programs created thereunder on the financial markets will be sufficient to produce the desired results. The failure of the U.S. government to fully execute the programs it has already developed, or to implement expeditiously other remedial economic and financial legislation that may be needed, could have a material adverse effect on the financial markets, which in turn could materially and adversely affect our business, financial condition and results of operations.

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Recent legislative and regulatory proposals in response to recent turmoil in the financial markets may adversely affect our business and results of operations.

The banking industry is heavily regulated. We are subject to examinations, supervision and comprehensive regulation by various federal and state agencies. Our compliance with these regulations is costly and restricts certain of our activities. Banking regulations are primarily intended to protect the federal deposit insurance fund and depositors, not shareholders.

The burden imposed by federal and state regulations puts banks at a competitive disadvantage compared to less regulated competitors such as finance companies, mortgage banking companies and leasing companies. Changes in the laws, regulations and regulatory practices affecting the banking industry may increase our costs of doing business or otherwise adversely affect us and create competitive advantages for others. Federal economic and monetary policies may also affect our ability to attract deposits and other funding sources, make loans and investments, and achieve satisfactory interest spreads.

Legislation proposing significant structural reforms to the financial services industry is being considered in the U.S. Congress, including, among other things, the creation of a Consumer Financial Protection Agency, which would have broad authority to regulate financial service providers and financial products. In addition, the Federal Reserve Board has proposed guidance on incentive compensation at the banking organizations it regulates and the Treasury Department and the federal banking regulators have issued statements calling for higher capital and liquidity requirements for banking organizations. Complying with any new legislative or regulatory requirements, and any programs established thereunder, by federal and state governments to address the current economic crisis could have an adverse impact on our results of operations, financial condition, our ability to fill positions with the most qualified candidates available and our ability to maintain our dividend.

We may be required to pay significantly higher FDIC premiums or special assessments that could adversely affect our earnings.

Market developments have significantly depleted the insurance fund of the FDIC and reduced the ratio of reserves to insured deposits. As a result, we may be required to pay significantly higher premiums or additional special assessments that could adversely affect our earnings. In the second quarter of 2009, the FDIC implemented a special assessment that resulted in approximately $2 million of additional expense during the quarter. It is possible that the FDIC may impose additional special assessments in the future as part of its restoration plan. In addition, on November 12, 2009, the FDIC adopted a rule requiring banks to prepay, on December 30, 2009, three years’ worth of premiums to replenish the depleted insurance fund. We expect the amount of our prepaid assessment to be approximately $19 million. This expected amount does not reflect the impact of the Orion and Century FDIC-assisted transactions. The FDIC is also considering other criteria to create a more risk-based assessment model that could increase respective assessment expenses of some depository institutions. We are generally unable to control the amount of premiums that we are required to pay for FDIC insurance. If there are additional bank or financial institution failures, we may be required to pay even higher FDIC premiums than the recently increased levels. These announced increases and any future increases or required prepayments in FDIC insurance premiums may materially adversely affect our results of operations.

Our recent growth and financial performance will be negatively impacted if we are unable to execute our growth strategy.

Our stated growth strategy is to grow organically and supplement that growth with select acquisitions. Over the last few years, we have continued to fill out our Louisiana franchise by adding de novo branches in attractive

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markets where we believe we have a competitive advantage and will continue to do so. In the wake of Hurricanes Katrina and Rita, we implemented a branch expansion initiative whereby we opened banking offices in various southern Louisiana communities. Our success depends primarily on generating loans and deposits of acceptable risk and expense. There can be no assurances that we will be successful in continuing our organic, or internal, growth strategy. Since it depends upon economic conditions, our ability to identify appropriate markets for expansion, our ability to recruit and retain qualified personnel, our ability to fund growth at reasonable cost, sufficient capital, competitive factors, banking laws, and other factors.

Supplementing our internal growth through acquisitions is an important part of our strategic focus. Since 1995, approximately 66% of our asset growth has been through acquisitions, or external growth. Our acquisition efforts focus on select markets and targeted entities in Louisiana and most recently in selected markets we consider to be contiguous, or natural extensions, to our current markets. These selected markets include Arkansas, where we completed acquisitions of Pulaski Investment Corporation and Pocahontas Bancorp, Inc. in 2007, and ANB Financial, N.A. in 2008. As consolidation of the banking industry continues, the competition for suitable acquisition candidates may increase. We compete with other banking companies for acquisition opportunities, and many of these competitors have greater financial resources than we do and may be able to pay more for an acquisition than we are able or willing to pay. We also may need additional debt or equity financing in the future to fund acquisitions. We may not be able to obtain additional financing or, if available, it may not be in amounts and on terms acceptable to us. Our issuance of additional securities will dilute existing shareholders’ equity interest in us and may have a dilutive effect on our earnings per share. If we are unable to locate suitable acquisition candidates willing to sell on terms acceptable to us, or we are otherwise unable to obtain additional debt or equity financing necessary for us to continue making acquisitions, we would be required to find other methods to grow our business and we may not grow at the same rate we have in the past, or at all.

We cannot be certain as to our ability to manage increased levels of assets and liabilities without increased expenses and higher levels of nonperforming assets. We may be required to make additional investments in equipment and personnel to manage higher asset levels and loan balances, which may adversely affect earnings, shareholder returns, and our efficiency ratio. Increases in operating expenses or nonperforming assets may decrease our earnings and the value of our common stock.

In addition to the normal operating challenges inherent in managing a larger financial institution, each of our acquisitions and potential future acquisitions is subject to appropriate regulatory approval. Our regulators may require that we demonstrate that we have appropriately integrated our prior acquisitions, or any future acquisitions we may do, before permitting us to engage in any future material acquisitions.

FDIC-assisted acquisition opportunities may not become available and increased competition may make it more difficult for us to bid on failed bank transactions on terms we consider to be acceptable.

A part of our near-term business strategy is to pursue failing banks that the FDIC plans to place in receivership. The FDIC may not place banks that meet our strategic objectives into receivership. Failed bank transactions are attractive opportunities in part because of loss sharing arrangements with the FDIC that limit the acquirer’s downside risk on the purchased loan portfolio and, apart from our assumption of deposit liabilities, we have significant discretion as to the non-deposit liabilities that we assume. In addition, assets purchased from the FDIC are marked to their fair value and in many cases there is little or no addition to goodwill arising from an FDIC-assisted transaction. The bidding process for failing banks could become very competitive and the increased competition may make it more difficult for us to bid on terms we consider to be acceptable.

Like most banking organizations, our business is highly susceptible to credit risk.

As a lender, we are exposed to the risk that our customers will be unable to repay their loans according to their terms and that the collateral securing the payment of their loans (if any) may not be sufficient to assure repayment. Credit losses could have a material adverse effect on our operating results.

As of December 31, 2009, our total loan portfolio was approximately $5.8 billion, or 60% of total assets. The major components of our loan portfolio include 64% of commercial loans, both real estate and business, 18% of mortgage loans comprised primarily of residential 1-4 family mortgage loans, and 18% consumer loans. Our credit risk with respect to our consumer installment loan portfolio and commercial loan portfolio relates principally to the general creditworthiness of individuals and businesses within our local market areas. Our credit risk with respect to our residential and commercial real estate mortgage and construction loan portfolios relates principally to the general creditworthiness of individuals and businesses and the value of real estate serving as security for the repayment of the loans. A related risk in connection with loans secured by commercial real estate is the effect of unknown or unexpected environmental contamination, which could make the real estate effectively unmarketable or otherwise significantly reduce its value as security, or could expose us to remediation liabilities as the lender.

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Our loan portfolio has and will continue to be affected by the on-going correction in residential real estate prices and reduced levels of home sales.

There has been a general slowdown in housing in some of our market areas, reflecting declining prices and excess inventories of houses to be sold, particularly impacting borrowers in our Northwest Arkansas and Memphis markets. As a result, home builders have shown signs of financial deterioration. A soft residential housing market, increased delinquency rates, and a weakened secondary credit market have affected the overall mortgage industry. We expect the home builder market to continue to be volatile and anticipate continuing pressure on the home builder segment in the coming months. We make credit and reserve decisions based on the current conditions of borrowers or projects combined with our expectations for the future. If the slowdown in the housing market continues, we could experience higher charge-offs and delinquencies beyond that which is provided in the allowance for loan losses. As such, our earnings could be adversely affected through a higher than anticipated provision for loan losses.

At December 31, 2009, we had:

• $649.8 million of home equity loans and lines, representing 11.2% of total loans and leases.

• $1.0 billion in residential real estate loans, representing 17.4% of total loans and leases. Adjustable-rate mortgages, primarily mortgages that have a fixed rate for the first 3 to 5 years and then adjust annually, comprised 44.8% of this portfolio.

• $83.9 million of loans to single family home builders, including loans made to both middle market and small business home builders. These loans represented 1.5% of total loans and leases.

Our allowance for loan losses may not be sufficient to cover actual loan losses, which could adversely affect our earnings.

We maintain an allowance for loan losses in an attempt to cover loan losses inherent in our loan portfolio. Additional loan losses will likely occur in the future and may occur at a rate greater than we have experienced to date.

The determination of the allowance for loan losses, which represents management’s estimate of probable losses inherent in our credit portfolio, involves a high degree of judgment and complexity. Our policy is to establish reserves for estimated losses on delinquent and other problem loans when it is determined that losses are expected to be incurred on such loans. Management’s determination of the adequacy of the allowance is based on various factors, including an evaluation of the portfolio, past loss experience, current economic conditions, the volume and type of lending conducted by us, composition of the portfolio, the amount of our classified assets, seasoning of the loan portfolio, the status of past due principal and interest payments and other relevant factors. Changes in such estimates may have a significant impact on our financial statements. If our assumptions and judgments prove to be incorrect, our current allowance may not be sufficient and adjustments may be necessary to allow for different economic conditions or adverse developments in our loan portfolio. Federal and state regulators also periodically review our allowance for loan losses and may require us to increase our provision for loan losses or recognize further loan charge-offs, based on judgments different than those of our management. Any increase in our allowance for loan losses would have an adverse effect on our operating results and financial condition.

Commercial and commercial real estate loans generally are viewed as having more risk of default than residential real estate loans or other loans or investments. These types of loans also typically are larger than residential real estate loans and other consumer loans. Because the loan portfolio contains a significant number of commercial and commercial real estate loans with relatively large balances, the deterioration of a material amount of these loans may cause a significant increase in nonperforming assets. An increase in nonperforming loans could result in: a loss of earnings from these loans, an increase in the provision for loan losses or an increase in loan charge-offs, which would have an adverse impact on our results of operations and financial condition.

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Changes in interest rates and other factors beyond our control may adversely affect our earnings and financial condition.

Our net income depends to a great extent upon the level of our net interest income. Changes in interest rates can increase or decrease net interest income and net income. Net interest income is the difference between the interest income we earn on loans, investments and other interest-earning assets, and the interest we pay on interest-bearing liabilities, such as deposits and borrowings. Net interest income is affected by changes in market interest rates, because different types of assets and liabilities may react differently, and at different times, to market interest rate changes. When interest-bearing liabilities mature or reprice more quickly than interest-earning assets in a period, an increase in market rates of interest could reduce net interest income. Similarly, when interest-earning assets mature or reprice more quickly than interest-bearing liabilities, falling interest rates could reduce net interest income. As of December 31, 2009, our interest rate risk model indicated we are asset sensitive, meaning interest rate changes would be expected to impact our asset yields more than our liability costs.

Changes in market interest rates are affected by many factors beyond our control, including inflation, unemployment, the money supply, international events, and events in world financial markets. We attempt to manage our risk from changes in market interest rates by adjusting the rates, maturity, repricing, and balances of the different types of interest-earning assets and interest-bearing liabilities, but interest rate risk management techniques are not exact. As a result, a rapid increase or decrease in interest rates could have an adverse effect on our net interest margin and results of operations. Changes in the market interest rates for types of products and services in our markets also may vary significantly from location to location and over time based upon competition and local or regional economic factors.

If we or our banks or holding company were unable to borrow funds through access to capital markets, we may not be able to meet the cash flow requirements of our depositors and borrowers, or the operating cash needs to fund corporate expansion and other corporate activities.

Liquidity is the ability to meet cash flow needs on a timely basis at a reasonable cost. The liquidity of our banks is used to make loans and leases to repay deposit liabilities as they become due or are demanded by customers. Liquidity policies and limits are established by the board of directors. Management and the Investment Committee regularly monitor the overall liquidity position of the banks and the holding company to ensure that various alternative strategies exist to cover unanticipated events that could affect liquidity. Management and the Investment Committee also establish policies and monitor guidelines to diversify the banks’ funding sources to avoid concentrations in any one market source. Funding sources include Federal funds purchased, securities sold under repurchase agreements, non-core deposits, and short- and long-term debt. The Banks are also members of the Federal Home Loan Bank (“FHLB”) System, which provides funding through advances to members that are collateralized with mortgage-related assets.

We maintain a portfolio of securities that can be used as a secondary source of liquidity. There are other sources of liquidity available to us should they be needed. These sources include sales or securitizations of loans, our ability to acquire additional national market, non-core deposits, additional collateralized borrowings such as FHLB advances, the issuance and sale of debt securities, and the issuance and sale of preferred or common securities in public or private transactions. The Banks also can borrow from the Federal Reserve’s discount window.

Amounts available under our existing credit facilities as of December 31, 2009, consist of $960.4 million in Federal Home Loan Bank notes and $145.0 million in the form of federal funds and other lines of credit.

If we were unable to access any of these funding sources when needed, we might be unable to meet customers’ needs, which could adversely impact our financial condition, results of operations, cash flows, and level of regulatory-qualifying capital. For further discussion, see Note 15 to the Consolidated Financial Statements.

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Our eligibility to continue to use a short form registration statement on Form S-3 may affect our short-term ability to access the capital markets.

The ability to conduct primary offerings under a registration statement on Form S-3 has benefits to issuers who are eligible to use this short form registration statement. Form S-3 permits an eligible issuer to incorporate by reference its past and future filings and reports made under the Securities Exchange Act of 1934, as amended, or the Exchange Act. In addition, Form S-3 enables eligible issuers to conduct primary offerings “off the shelf” under Rule 415 of the Securities Act of 1933, as amended, or the Securities Act. The shelf registration process under Form S-3, combined with the ability to incorporate information on a forward basis, allows issuers to avoid additional delays and interruptions in the offering process and to access the capital markets in a more expeditious and efficient manner than raising capital in a standard registered offering on Form S-1. One of the requirements for Form S-3 eligibility is for an issuer to have timely filed its Exchange Act reports (including Form 10-Ks, Form 10-Qs and certain Form 8-Ks) for the 12- month period immediately preceding either the filing of the Form S-3 or a subsequent determination date.

During 2009, we were unable to timely file on Form 8-K certain required financial statement information with respect to the FDIC-assisted transactions we consummated (although such information was filed on February 25, 2010). Therefore, we believe we may not be able to continue to use Form S-3 for a period of approximately 12 months from and after we file our Annual Report on Form 10-K for the year ended December 31, 2009. Without Form S-3 eligibility, we may experience delays in our ability to raise capital in the capital markets during that 12-month period. Any such delay may result in offering terms that may not be advantageous to us.

We face risks related to our operational, technological and organizational infrastructure.

Our ability to grow and compete is dependent on our ability to build or acquire the necessary operational and technological infrastructure and to manage the cost of that infrastructure while we expand. Similar to other large corporations, in our case, operational risk can manifest itself in many ways, such as errors related to failed or inadequate processes, faulty or disabled computer systems, fraud by employees or persons outside of the company and exposure to external events. We are dependent on our operational infrastructure to help manage these risks. In addition, we are heavily dependent on the strength and capability of our technology systems which we use both to interface with our customers and to manage our internal financial and other systems. Our ability to develop and deliver new products that meet the needs of our existing customers and attract new ones depends on the functionality of our technology systems. Additionally, our ability to run our business in compliance with applicable laws and regulations is dependent on these infrastructures.

We continuously monitor our operational and technological capabilities and make modifications and improvements when we believe it will be cost effective to do so. In some instances, we may build and maintain these capabilities ourselves. We also outsource some of these functions to third parties. These third parties may experience errors or disruptions that could adversely impact us and over which we may have limited control. We also face risk from the integration of new infrastructure platforms and/or new third party providers of such platforms into our existing businesses.

Acquisitions or mergers entail risks which could negatively affect our operations.

Acquisitions and mergers, particularly the integration of companies that have previously been operated separately, involves a number of risks, including, but not limited to:

• the time and costs associated with identifying and evaluating potential acquisition or merger partners;

• difficulties in assimilating operations of the acquired institution and implementing uniform standards, controls, procedures and policies;

• exposure to asset quality problems of the acquired institution;

• our ability to finance an acquisition and maintain adequate regulatory capital;

• diversion of management’s attention from the management of daily operations;

• risks and expenses of entering new geographic markets;

• potential significant loss of depositors or loan customers from the acquired institution;

• loss of key employees of the acquired institution; and

• exposure to undisclosed or unknown liabilities of an acquired institution.

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Any of these acquisition risks could result in unexpected losses or expenses and thereby reduce the expected benefits of the acquisition. Also, we may issue equity securities, including common stock and securities convertible into common stock in connection with future acquisitions, which could cause ownership and economic dilution to our current shareholders. Our failure to successfully integrate current and future acquisitions and manage our growth could adversely affect our business, results of operations, financial condition and future prospects.

The loss of certain key personnel could negatively affect our operations.

Although we have employed a significant number of additional executive officers and other key personnel in recent months, our success continues to depend in large part on the retention of a limited number of key management, lending and other banking personnel. We could undergo a difficult transition period if we were to lose the services of any of these individuals. Our success also depends on the experience of our banking facilities’ managers and lending officers and on their relationships with the customers and communities they serve. The loss of these key persons could negatively impact the affected banking operations. The unexpected loss of key senior managers, or the inability to recruit and retain qualified personnel in the future, could have an adverse effect on our business, financial condition, or operating results.

Competition may decrease our growth or profits.

We compete for loans, deposits, title business and investment dollars with other banks and other financial institutions and enterprises, such as securities firms, insurance companies, savings associations, credit unions, mortgage brokers, private lenders and title companies, many of which have substantially greater resources than ours. Credit unions have federal tax exemptions, which may allow them to offer lower rates on loans and higher rates on deposits than taxpaying financial institutions such as commercial banks. In addition, non-depository institution competitors are generally not subject to the extensive regulation applicable to institutions that offer federally insured deposits. Other institutions may have other competitive advantages in particular markets or may be willing to accept lower profit margins on certain products. These differences in resources, regulation, competitive advantages, and business strategy may decrease our net interest margin, may increase our operating costs, and may make it harder for us to compete profitably.

Reputational risk and social factors may impact our results.

Our ability to originate and maintain accounts is highly dependent upon consumer and other external perceptions of our business practices and/or our financial health. Adverse perceptions regarding our business practices and/or our financial health could damage our reputation in both the customer and funding markets, leading to difficulties in generating and maintaining accounts as well as in financing them. Adverse developments with respect to the consumer or other external perceptions regarding the practices of our competitors, or our industry as a whole, may also adversely impact our reputation. In addition, adverse reputational impacts on third parties with whom we have important relationships may also adversely impact our reputation. Adverse impacts on our reputation, or the reputation of our industry, may also result in greater regulatory and/or legislative scrutiny, which may lead to laws or regulations that may change or constrain the manner in which we engage with our customers and the products we offer. Adverse reputational impacts or events may also increase our litigation risk. We carefully monitor internal and external developments for areas of potential reputational risk and have established governance structures to assist in evaluating such risks in our business practices and decisions.

Changes in government regulations and legislation could limit our future performance and growth.

The banking industry is heavily regulated. We are subject to examinations, supervision and comprehensive regulation by various federal and state agencies. Our compliance with these regulations is costly and restricts certain of our activities. Banking regulations are primarily intended to protect the federal deposit insurance fund and depositors, not shareholders. The burden imposed by federal and state regulations puts banks at a competitive disadvantage compared to less regulated competitors such as finance companies, mortgage banking companies and leasing companies. Changes in the laws, regulations and regulatory practices affecting the banking industry may increase our costs of doing business or otherwise adversely affect us and create competitive advantages for others. Regulations affecting banks and financial services companies undergo continuous change, and we cannot predict the ultimate effect of these changes, which could have a material adverse effect on our profitability or financial condition. Federal economic and monetary policies may also affect our ability to attract deposits and other funding sources, make loans and investments, and achieve satisfactory interest spreads.

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The geographic concentration of our markets makes our business highly susceptible to local economic conditions.

Unlike larger organizations that are more geographically diversified, our offices are primarily concentrated in selected markets in Louisiana Alabama, Arkansas, Florida, Tennessee and Texas. As a result of this geographic concentration, our financial results depend largely upon economic conditions in these market areas. Deterioration in economic conditions in the markets we serve could result in one or more of the following:

• an increase in loan delinquencies;

• an increase in problem assets and foreclosures;

• a decrease in the demand for our products and services; and

• a decrease in the value of collateral for loans, especially real estate, in turn reducing customers’ borrowing power, the value of assets associated with problem loans and collateral coverage.

If we do not adjust to rapid changes in the financial services industry, our financial performance may suffer.

We face substantial competition for deposit, credit, title and trust relationships, as well as other sources of funding in the communities we serve. Competing providers include other banks, thrifts and trust companies, insurance companies, mortgage banking operations, credit unions, finance companies, title companies, money market funds and other financial and nonfinancial companies which may offer products functionally equivalent to those offered by us. Competing providers may have greater financial resources than we do and offer services within and outside the market areas we serve. In addition to this challenge of attracting and retaining customers for traditional banking services, our competitors include securities dealers, brokers, mortgage bankers, investment advisors and finance and insurance companies who seek to offer one-stop financial services to their customers that may include services that financial institutions have not been able or allowed to offer to their customers in the past. The increasingly competitive environment is primarily a result of changes in regulation, changes in technology and product delivery systems and the accelerating pace of consolidation among financial service providers. If we are unable to adjust both to increased competition for traditional banking services and changing customer needs and preferences, our financial performance and your investment in our common stock could be adversely affected.

Hurricanes or other adverse weather events could negatively affect our local economies or disrupt our operations, which would have an adverse effect on our business or results of operations.

Like other coastal areas, some of our markets in Louisiana are susceptible to hurricanes and tropical storms. Such weather events can disrupt our operations, result in damage to our properties and negatively affect the local economies in which we operate. We cannot predict whether or to what extent damage that may be caused by future hurricanes or other weather events will affect our operations or the economies in our market areas, but such weather events could result in a decline in loan originations, a decline in the value or destruction of properties securing our loans and an increase in the delinquencies, foreclosures and loan losses. Our business or results of operations may be adversely affected by these and other negative effects of hurricanes or other significant weather events.

We are exposed to intangible asset risk which could impact our financial results.

In accordance with GAAP, we record assets acquired and liabilities assumed at their fair value, and, as such, acquisitions typically result in recording goodwill. We perform a goodwill valuation at least annually to test for goodwill impairment. Impairment testing is a two step process that first compares the fair value of goodwill with its carrying amount, and second measures impairment loss by comparing the implied fair value of goodwill with the carrying amount of that goodwill. Management’s testing in 2009 indicated an impairment of goodwill at our Lenders Title Company subsidiary, resulting in an impairment charge of $9.7 million recorded in our operating results for the year ended December 31, 2009. Adverse conditions in our business climate, including a significant decline in future operating cash flows, a significant change in our stock price or market capitalization, or a deviation from our expected growth rate and performance may significantly affect the fair value of our goodwill and may trigger additional impairment losses, which could be materially adverse to our operating results and financial position.

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Risks Related to the FDIC-assisted Transactions

The success of the FDIC-assisted transactions will depend on a number of uncertain factors.

The success of the FDIC-assisted transactions will depend on a number of factors, including, without limitation:

• our ability to integrate the branches acquired from CapitalSouth, Orion and Century in the FDIC-assisted transactions into IBERIABANK’s current operations;

• our ability to limit the outflow of deposits held by our new customers in the acquired branches and to successfully retain and manage interest-earning assets (i.e., loans) acquired in the FDIC-assisted transactions;

• our ability to attract new deposits and to generate new interest-earning assets in the geographic areas previously served by CapitalSouth, Orion, Century and the acquired branches;

• our ability to effectively compete in new markets in which we did not previously have a presence:

• our success in deploying the cash received in the FDIC-assisted transactions into assets bearing sufficiently high yields without incurring unacceptable credit or interest rate risk;

• our ability to control the incremental non-interest expense from the acquired branches in a manner that enables us to maintain a favorable overall efficiency ratio;

• our ability to retain and attract the appropriate personnel to staff the acquired branches; and

• our ability to earn acceptable levels of interest and non-interest income, including fee income, from the acquired branches.

As with any acquisition involving a financial institution, particularly one involving the transfer of a large number of bank branches such as the FDIC-assisted transactions, there may be business and service changes and disruptions that result in the loss of customers or cause customers to close their accounts and move their business to competing financial institutions. Integrating the acquired branches will be an operation of substantial size and expense, and may be affected by general market and economic conditions or government actions affecting the financial industry generally. Integration efforts will also likely divert our management’s attention and resources. No assurance can be given that we will be able to integrate the acquired branches successfully, and the integration process could result in the loss of key employees, the disruption of ongoing business, or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the FDIC-assisted transactions. We may also encounter unexpected difficulties or costs during the integration that could adversely affect our earnings and financial condition, perhaps materially. Additionally, no assurance can be given that the operation of the acquired branches will not adversely affect our existing profitability, that we will be able to achieve results in the future similar to those achieved by our existing banking business, that we will be able to compete effectively in the market areas currently served by CapitalSouth, Orion, Century and the acquired branches, or that we will be able to mange any growth resulting from the FDIC-assisted transactions effectively.

Our ability to grow the acquired branches following the FDIC-assisted transactions depends in part on our ability to retain certain key branch personnel we expect to hire in connection with the FDIC-assisted transactions. We believe that the ties these employees have in the local banking markets previously served by CapitalSouth, Orion, Century and the acquired branches are vital to our ability to maintain our relationships with existing CapitalSouth, Orion and Century customers and to generate new business in these markets. Our failure to hire or retain these employees could adversely affect the success of the FDIC-assisted transactions and our future growth.

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Changes in national and local economics conditions could lead to higher loan charge-offs in connection with the FDIC-assisted transactions all of which may not be supported by the loss sharing agreement with the FDIC.

We acquired significant portfolios of loans in the FDIC-assisted transactions. Although these loan portfolios will be initially accounted for at fair value, there is no assurance that the loans we acquired will not become impaired, which may result in additional charge-offs to this portfolio. The fluctuations in national, regional and local economic conditions, including those related to local residential, commercial real estate and construction markets, may increase the level of charge-offs that we make to our loan portfolio, and consequently, reduce our net income, and may also increase the level of charge-offs on the loan portfolio that we have acquired in the Acquisitions and correspondingly reduce our net income. These fluctuations are not predictable, cannot be controlled and may have a material adverse impact on our operations and financial condition even if other favorable events occur.

Although we have entered into loss sharing agreements with the FDIC which provide that a significant portion of losses related to specified loan portfolios that we have acquired in connection with the FDIC-assisted transactions will be borne by the FDIC, we are not protected for all losses resulting from charge-offs with respect to those specified loan portfolios. Additionally, the loss sharing agreements have limited terms; therefore, any charge-off of related losses that we experience after the term of the loss sharing agreements will not be reimbursed by the FDIC and will negatively impact our net income. The loss sharing agreements also impose standard requirements on us which must be satisfied in order to retain loss share protections.

Deposit and loan run-off rates could exceed the rates we have projected in connection with our planning for the FDIC-assisted transactions and the integration of the acquired branches.

Deposit run-off could be higher than our assumptions. As part of the FDIC-assisted transactions, it will be necessary to convert customer loan and deposit data from Orion’s and Century’s data processing systems to our data processing system. Delays or errors in the conversion process could adversely affect customer relationships, increase run-off of deposit and loan customers and result in unexpected charges and costs. Similarly, run-off could increase if we are not able to service in a cost-effective manner particular loan or deposit products with special features previously offered by Orion and Century. Any increase in run-off rates could adversely affect our ability to stimulate growth in the acquired branches, our liquidity, and our results of operations.

Risks About Our Common Stock

We cannot guarantee that we will pay dividends to shareholders in the future.

Cash available to pay dividends to our shareholders is derived primarily, if not entirely, from dividends paid to us from the Banks. The ability of our subsidiary banks to pay dividends to us as well as our ability to pay dividends to our shareholders is limited by regulatory and legal restrictions and the need to maintain sufficient consolidated capital. We may also decide to limit the payment of dividends even when we have the legal ability to pay them in order to retain earnings for use in our business. Further, any lenders making loans to us may impose financial covenants that may be more restrictive than regulatory requirements with respect to the payment of dividends. For instance, we are prohibited from paying dividends on our common stock if the required payments on our subordinated debentures have not been made. There can be no assurance of whether or when we may pay dividends in the future.

The trading history of our common stock is characterized by low trading volume. The value of your investment may be subject to sudden decreases due to the volatility of the price of our common stock.

Our common stock trades on Nasdaq Global Market. During 2009, the average daily trading volume of our common stock was approximately 185,000 shares. We cannot predict the extent to which investor interest in us will lead to a more active trading market in our common stock or how much more liquid that market might become. A public trading market having the desired characteristics of depth, liquidity and orderliness depends upon the presence in the marketplace of willing buyers and sellers of our common stock at any given time, which presence is dependent upon the individual decisions of investors, over which we have no control.

The market price of our common stock may be highly volatile and subject to wide fluctuations in response to numerous factors, including, but not limited to, the factors discussed in other risk factors and the following:

• actual or anticipated fluctuations in our operating results;

• changes in interest rates;

• changes in the legal or regulatory environment in which we operate;

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• press releases, announcements or publicity relating to us or our competitors or relating to trends in our industry;

• changes in expectations as to our future financial performance, including financial estimates or recommendations by securities analysts and investors;

• future sales of our common stock;

• changes in economic conditions in our marketplace, general conditions in the U.S. economy, financial markets or the banking industry; and

• other developments affecting our competitors or us.

These factors may adversely affect the trading price of our common stock, regardless of our actual operating performance, and could prevent our shareholders from selling common stock at or above the public offering price. In addition, the stock markets, from time to time, experience extreme price and volume fluctuations that may be unrelated or disproportionate to the operating performance of companies. These broad fluctuations may adversely affect the market price of our common stock, regardless of our trading performance.

In the past, shareholders often have brought securities class action litigation against a company following periods of volatility in the market price of their securities. We may be the target of similar litigation in the future, which could result in substantial costs and divert management’s attention and resources.

Sales of a significant number of shares of our common stock in the public markets, or the perception of such sales, could depress the market price of our common stock.

Sales of a substantial number of shares of our common stock in the public markets and the availability of those shares for sale could adversely affect the market price of our common stock. In addition, future issuances of equity securities, including pursuant to outstanding options, could dilute the interests of our existing stockholders, including you, and could cause the market price of our common stock to decline. We may issue such additional equity or convertible securities to raise additional capital. The issuance of any additional shares of common or preferred stock or convertible securities could be substantially dilutive to shareholders of our common stock. Moreover, to the extent that we issue restricted stock units, phantom shares, stock appreciation rights, options or warrants to purchase our common stock in the future and those stock appreciation rights, options or warrants are exercised or as the restricted stock units vest, our shareholders may experience further dilution. Holders of our shares of common stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, such sales or offerings could result in increased dilution to our shareholders. We cannot predict the effect that future sales of our common stock would have on the market price of our common stock.

We may issue debt and equity securities or securities convertible into equity securities, any of which may be senior to our common stock as to distributions and in liquidation, which could negatively affect the value of our common stock.

In the future, we may attempt to increase our capital resources by entering into debt or debt-like financing that is unsecured or secured by all or up to all of our assets, or by issuing additional debt or equity securities, which could include issuances of secured or unsecured commercial paper, medium-term notes, senior notes, subordinated notes, preferred stock or securities convertible into or exchangeable for equity securities. In the event of our liquidation, our lenders and holders of our debt and preferred securities would receive a distribution of our available assets before distributions to the holders of our common stock. Because our decision to incur debt and issue securities in our future offerings will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing or nature of our future offerings and debt financings. Further, market conditions could require us to accept less favorable terms for the issuance of our securities in the future.

Our management has broad discretion over the use of proceeds from equity offerings.

Our management has significant flexibility in applying the proceeds that we receive from equity offerings. Although we have indicated our intent to use the proceeds from recent offerings for general corporate purposes, including future acquisitions, our working capital needs and investments in our subsidiaries, our management retains significant discretion with respect to the use of proceeds. The proceeds of our offerings may be used in a manner which does not generate a favorable return for us. We may use the proceeds to fund future acquisitions of other businesses. In addition, if we use the funds to acquire other businesses, there can be no assurance that any business we acquire would be successfully integrated into our operations or otherwise perform as expected.

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We may issue additional securities, which could dilute your ownership percentage.

In many situations, our board of directors has the authority, without any vote of our shareholders, to issue shares of our authorized but unissued stock, including shares authorized and unissued under our stock option plans. In the future, we may issue additional securities, through public or private offerings, to raise additional capital or finance acquisitions. Moreover, to the extent that we issue restricted stock units, stock appreciation rights, options or warrants to purchase our common stock in the future and those stock appreciation rights, options or warrants are exercised or as the restricted stock units vest, our shareholders may experience further dilution. Any such issuance would dilute the ownership of current holders of our common stock.

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

As of December 31, 2009, we operated 209 combined offices, including 136 bank branch offices in Louisiana, Arkansas, Alabama, Florida, Texas, and Tennessee, 26 title insurance offices in Arkansas and Louisiana, and had mortgage representatives in 26 locations in twelve states. Office locations are either owned or leased. For offices in premises leased by us or our subsidiaries, rent expense totaled $4.6 million in 2009. During 2009, we and our subsidiaries received $1.4 million in rental income for space leased to others. At December 31, 2009, there were no significant encumbrances on the offices, equipment and other operational facilities owned by us and our subsidiaries.

Additional information on our premises is provided in Note 7 to the Consolidated Financial Statements incorporated herein by reference.

Item 3. Legal Proceedings.

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

Item 4. RESERVED

Executive Officers of the Registrant

Set forth below is information with respect to the executive officers of IBERIABANK Corporation and principal occupations and positions held for periods including the last five years.

DARYL G. BYRD, age 55, has served as our President since 1999 and as Chief Executive Officer since 2000. He also serves as President and Chief Executive Officer of each of the Banks.

ANTHONY J. RESTEL, age 40, has served as Senior Executive Vice President and Chief Financial Officer since February 2005. Mr. Restel was hired as Vice President and Treasurer in 2001 and previously served as Chief Credit Officer of each of the Banks.

MICHAEL J. BROWN, age 46, has served as Senior Executive Vice President since 2001. In September 2009, Mr. Brown was appointed Vice-Chairman and Chief Operating Officer. Mr. Brown is responsible for management of all of our banking markets.

JEFFERSON G. PARKER, age 57, serves as our Vice-Chairman and Managing Director of Brokerage, Trust, and Wealth Management. He has served as our Vice-Chairman since September 2009. Before his employment with the Company, Mr. Parker was a member of our Board of Directors since 2001. Prior to joining IBERIABANK, he served as President of Howard Weil, Inc., an energy research and investment banking boutique serving the institutional investors.

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JOHN R. DAVIS, age 49, has served as Senior Executive Vice President – Mergers and Acquisitions/Finance and Investor Relations since 2001. He also serves as Director of Finance Strategy and Mortgage.

MICHAEL A. NAQUIN, age 49, has served as Senior Executive Vice President since March 2004. He also serves as Director of Retail Segment and Facilities.

ELIZABETH A. ARDOIN, age 41, joined the Company in 2002 as Senior Vice President and Director of Communications. In 2005, she was promoted to Executive Vice President continuing to serve in the same capacity for the organization.

GEORGE J. BECKER III, age 69, has served as Executive Vice President, Director of Organizational Development since February 2005. In 2007, he began his second tenure as Director of Corporate Operations. Mr. Becker, a Certified Public Accountant, also serves as Secretary of IBERIABANK Corporation and each of the Banks.

BARRY F. BERTHELOT, age 60, joined the Company in 2010 as Executive Vice President and Director of Organizational Development. Prior to joining IBERIABANK, he served as President of the Acadiana market for JP Morgan Chase.

JAMES B. GBUREK, age 59, serves as Executive Vice President and Chief Risk Officer of the Company and each of its financial institution subsidiaries. He joined the Company in 2009. Mr. Gburek is responsible for managing internal and external risks, including oversight of the Audit, Loan Review, Compliance, and Legal functions, as well as serving as regulatory agency liaison. From July 2008 to February 2009, he was Chief Credit Officer for Trident National Bank (in organization). Prior to that time, he worked for Wachovia Corporation for 23 years, where he last served as Managing Director of the Latin American Group in the Corporate and Investment Bank.

H. GREGG STRADER, age 51, serves as Executive Vice President and Chief Credit Officer since his appointment in 2009. Mr. Strader previously served as Senior Credit Officer and led our Special Assets Department and our Business Credit Services group prior to becoming Chief Credit Officer. Prior to joining the Company in 2009, Strader worked for Wachovia Corporation in a number of various senior credit roles for 23 years. From April 2005 until May of 2008, he served as Chief Real Estate Risk Officer for Wachovia.

PART II.

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.

Stock Performance Graph

The following graph and table, which were prepared by SNL Financial LC (“SNL”), compares the cumulative total return on our Common Stock over a measurement period beginning December 31, 2004 with (i) the cumulative total return on the stocks included in the National Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) Composite Index and (ii) the cumulative total return on the stocks included in the SNL $5 Billion-$10 Billion Bank Index. All of these cumulative returns are computed assuming the quarterly reinvestment of dividends paid during the applicable period. Our stock value has been adjusted for a 5 for 4 stock split in August 2005.

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	Period Ending
Index	12/31/04	12/31/05	12/31/06	12/31/07	12/31/08	12/31/09
IBERIABANK Corporation	100.00	98.03	115.84	94.15	99.44	114.80
NASDAQ Composite	100.00	101.37	111.03	121.92	72.49	104.31
SNL Bank $5B-$10B	100.00	96.89	104.56	83.86	73.57	56.56

The stock performance graph assumes $100.00 was invested December 31, 2004. The stock price performance included in this graph is not necessarily indicative of future stock price performance.

Additional information required herein is incorporated by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Corporate Information Data” in Exhibit 13 hereto.

Share Repurchases

In April 2007, the Board of Directors of the Company authorized a share repurchase program authorizing the repurchase of up to 300,000 shares of the Company’s outstanding common stock, or approximately 1.4% of total shares outstanding. As of December 31, 2009, the Company had 149,029 shares remaining for repurchase under the plan.

Stock repurchases generally are affected through open market purchases, and may be made through unsolicited negotiated transactions. During 2009, the Company did not repurchase any shares of its common stock.

	2009
	Total Number of Shares Purchased(1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plan	Maximum Number of Shares Available for Purchase Pursuant to Publicly Announced Plan
	(Shares in Thousands)
October 1-31	3,340	$	44.51	—	149,029
November 1-30	2,046		53.12	—	149,029
December 1-31	342		56.28	—	149,029
Total	5,728	$	48.29	—	149,029

(1) Repurchases reflect shares exchanged or surrendered in connection with the exercise of equity-based awards under the Company’s equity-based compensation plans.

Item 6. Selected Financial Data.

The information required herein is incorporated by reference to “Selected Consolidated Financial and Other Data” in Exhibit 13 hereto.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The information required herein is incorporated by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Exhibit 13 hereto.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

The information required herein is incorporated by reference to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Exhibit 13 hereto.

Item 8. Financial Statements and Supplementary Data.

The information required herein is incorporated by reference to “IBERIABANK Corporation and Subsidiaries Consolidated Financial Statements” in Exhibit 13 hereto.

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures.

None.

Item 9A. Controls and Procedures.

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act’), we performed an evaluation of the effectiveness of our disclosure controls and procedures as of December 31, 2009. The evaluation was carried out under the supervision, and with the participation of, the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). Based on that evaluation, the CEO and CFO have concluded that our disclosure controls and procedures are effective in alerting them in a timely manner to material information required to be disclosed by us in reports that it files or submits under the Exchange Act.

In addition, we reviewed our financial reporting internal controls. There was no significant change in our internal control over financial reporting during the last fiscal quarter that has materially affected, or is reasonable likely to materially affect, our internal control over financial reporting. Management’s Annual Report on Internal Control over Financial Reporting, and the attestation report of the independent registered public accounting firm are included in Exhibit 13 and are incorporated by reference herein.

Item 9B. Other Information.

None.

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PART III.

Item 10. Directors and Executive Officers of the Registrant and Corporate Governance.

Information concerning the Registrant’s executive officers is contained in Part I of this Form 10-K. Other information required herein, including information on directors, the audit committee, and the audit committee financial expert is incorporated by reference to the Proxy Statement.

Item 11. Executive Compensation.

The information required herein is incorporated by reference to the Proxy Statement.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.

The information required herein is incorporated by reference to the Proxy Statement.

Item 13. Certain Relationships and Related Transactions, and Director Independence.

The information required herein is incorporated by reference to the Proxy Statement.

Item 14. Principal Accounting Fees and Services.

The information required herein is incorporated by reference to the Proxy Statement.

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PART IV.

Item 15. Exhibits and Financial Statement Schedules.

(a) Documents Filed as Part of this Report.

(1) The following financial statements are incorporated by reference from Item 8 hereof (see Exhibit No. 13):

Consolidated Balance Sheets as of December 31, 2009 and 2008.

Consolidated Statements of Income for the Years Ended December 31, 2009, 2008 and 2007

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2009, 2008 and 2007

Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008 and 2007

Notes to Consolidated Financial Statements

(2) All schedules for which provision is made in the applicable accounting regulation of the SEC are omitted because of the absence of conditions under which they are required or because the required information is included in the consolidated financial statements and related notes thereto.

(3) The following exhibits are filed as part of this Form 10-K, and this list includes the Exhibit Index.

Exhibit Index

Exhibit No 1.1	Underwriting Agreement, dated December 10, 2008, between the Registrant and Stifel, Nicolaus & Company, Incorporated, as representative of the several underwriters – incorporated herein by reference to Exhibit 1.1. to the Registrant’s Current Report on Form 8-K dated December 10, 2008.
Exhibit No. 1.2	Underwriting Agreement, dated June 30, 2009, between the Registrant and Goldman, Sachs, & Co. and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters – incorporated herein by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K dated June 30, 2009.
Exhibit No. 1.3	Underwriting Agreement, dated March 2, 2010, between the Registrant and Goldman, Sachs, & Co. and Keefe, Bruyette & Woods, Inc., as representatives of the several underwriters – incorporated herein by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K dated March 2, 2010.
Exhibit No. 2.1	Agreement and Plan of Merger, dated September 22, 2002, between the Registrant and Acadiana Bancshares, Inc. – incorporated herein by reference to Exhibit 2.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2002.
Exhibit No. 2.2	Agreement and Plan of Merger, dated November 17, 2003, by and among Alliance Bank of Baton Rouge, the Registrant, and IBERIABANK – incorporated herein by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form S-4 (File No. 333-111308).
Exhibit No. 2.3	Agreement and Plan of Merger, dated September 29, 2004, between the Registrant and American Horizons Bancorp, Inc. – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 29, 2004.
Exhibit No. 2.4	Agreement and Plan of Merger, dated July 26, 2006, between the Registrant and Pocahontas Bancorp, Inc. – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated July 26, 2006, as amended.
Exhibit No. 2.5	Agreement and Plan of Merger, dated August 9, 2006, between the Registrant and Pulaski Investment Corporation – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated August 9, 2006.
Exhibit No. 2.6	Purchase and Assumption Agreement dated as of May 9, 2008, by and among the Federal Deposit Insurance Corporation, Receiver of ANB Financial N.A., Pulaski Bank and Trust Company, and the Federal Deposit Insurance Corporation – incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K dated May 9, 2008.
Exhibit No. 2.7	Purchase and Assumption Agreement dated as of August 21, 2009, by and among the Federal Deposit Insurance Corporation, Receiver of CapitalSouth Bank, IBERIABANK, and the Federal Deposit Insurance Corporation – incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K dated August 21, 2009.
Exhibit No. 2.8	Purchase and Assumption Agreement dated as of November 13, 2009, by and among the Federal Deposit Insurance Corporation, Receiver of Orion Bank, IBERIABANK, and the Federal Deposit Insurance Corporation – incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K dated November 13, 2009.
Exhibit No. 2.9	Purchase and Assumption Agreement dated as of November 13, 2009, by and among the Federal Deposit Insurance Corporation, Receiver of Century Bank, A Federal Savings Bank, IBERIABANK, and the Federal Deposit Insurance Corporation – incorporated herein by reference to Exhibit 2.2 to the Registrant’s Current Report on Form 8-K dated November 13, 2009.
Exhibit No. 3.1	Articles of Incorporation, as amended – incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009.
Exhibit No. 3.2	Bylaws of the Company, as amended – incorporated herein by reference to Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated October 19, 2009.
Exhibit No. 3.3	Warrant to purchase 138,490 shares of common stock, issue date: December 5, 2008- incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K dated December 5, 2008.
Exhibit No. 3.4	Warrant Repurchase Agreement dated May 20, 2009, between the Registrant and the United States Department of the Treasury – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated May 20, 2009.
Exhibit No. 4.1	Stock Certificate – incorporated herein by reference to Registration Statement on Form S-8 (File No. 33-93210).
Exhibit No. 4.2	Junior Subordinated Indenture between the Registrant and Wilmington Trust Company, dated September 20, 2004 – incorporated herein by reference to Exhibit 4 to Registrant’s Current Report on Form 8-K dated September 20, 2004.
Exhibit No. 4.3	Junior Subordinated Indenture between the Registrant and Wilmington Trust Company, dated October 31, 2006 – incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated October 31, 2006.

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Exhibit No. 4.4	Junior Subordinated Indenture between the Registrant and Wilmington Trust Company, dated June 21, 2007 – incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated June 21, 2007.
Exhibit No. 4.5	Junior Subordinated Indenture between the Registrant and U.S. Bank National Association, dated November 9, 2007 – incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated November 9, 2007.
Exhibit No. 4.6	Junior Subordinated Indenture between the Registrant and U.S. Bank National Association, dated November 9, 2007 – incorporated herein by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated November 9, 2007.
Exhibit No. 4.7	Subordinated Capital Note, Series 2008-1, dated as of July 21, 2008, between IBERIABANK and SunTrust Bank- incorporated herein by reference to Exhibit 4.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008.
Exhibit No. 4.8	Indenture, dated as of March 28, 2008, between IBERIABANK Corporation and Wells Fargo Bank, National Association, as trustee, with respect to IBERIABANK Statutory Trust VIII – incorporated herein by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K dated March 28, 2008.
Exhibit No. 10.1	Retirement Savings Plan - incorporated herein by reference to Exhibit 10.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.
Exhibit No. 10.2	Employment Agreement with Daryl G. Byrd, as amended and restated – incorporated herein by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001.
Exhibit No. 10.3	Indemnification Agreements with Daryl G. Byrd and Michael J. Brown – incorporated herein by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
Exhibit No. 10.4	Severance Agreements with Michael J. Brown and John R. Davis – incorporated herein by reference to Exhibit 10.6 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000.
Exhibit No. 10.5	Severance Agreement with George J. Becker III – incorporated herein by reference to Exhibit 10.7 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000.
Exhibit No. 10.6	Severance Agreement with Anthony J. Restel – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2005.
Exhibit No. 10.7	1996 Stock Option Plan – incorporated herein by reference to Exhibit 10.1 to Registration Statement on Form S-8 (File No. 333-28859).
Exhibit No. 10.8	1999 Stock Option Plan – incorporated herein by reference to the Registrant’s definitive proxy statement dated March 19, 1999.
Exhibit No. 10.9	Recognition and Retention Plan – incorporated herein by reference to the Registrant’s definitive proxy statement dated April 16, 1996.
Exhibit No. 10.10	Supplemental Stock Option Plan – incorporated herein by reference to Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999.
Exhibit No. 10.11	2001 Incentive Compensation Plan, as amended – incorporated herein by reference to the Registrant’s definitive proxy statement dated April 2, 2003.
Exhibit No. 10.12	2005 Stock Incentive Plan, as amended – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2009.
Exhibit No. 10.13	Purchase Agreement, dated as of June 17, 2003, among IBERIABANK Corporation, IBERIABANK Statutory Trust II and Trapeza CDO III, LLC - incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2003.
Exhibit No. 10.14	Placement Agreement among the Registrant, IBERIABANK Statutory Trust III and SunTrust Capital Markets, Inc., dated as of September 20, 2004 – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report of Form 8-K dated September 20, 2004.
Exhibit No. 10.15	Guarantee Agreement between the Registrant and Wilmington Trust Company, dated as of September 20, 2004 – incorporated herein by reference to Exhibit 10.7 to the Registrant’s Current Report of Form 8-K dated September 20, 2004.
Exhibit No. 10.16	Change in Control Severance Agreement with Michael A. Naquin, dated August 25, 2004 - incorporated herein by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.
Exhibit No. 10.17	Indemnification Agreement with Michael A. Naquin, dated March 3, 2004 - incorporated herein by reference to Exhibit 10.15 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004.

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Exhibit No. 10.18	Form of Restricted Stock Award Agreement under the ISB Supplemental Stock Option Plan – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated August 15, 2005.
Exhibit No. 10.19	Form of Acknowledgement regarding acceleration of unvested stock options granted by the Registrant – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 30, 2005.
Exhibit No. 10.20	Form of Restricted Stock Agreement under the IBERIABANK Corporation 2001 Incentive Compensation Plan - incorporated herein by reference to Exhibit 10.18 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.
Exhibit No. 10.21	Form of Incentive Stock Option Agreement under the IBERIABANK Corporation 2001 Incentive Compensation Plan - incorporated herein by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005.
Exhibit No. 10.22	Form of Restricted Stock Agreement under the IBERIABANK Corporation 2005 Stock Incentive Plan – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated May 17, 2006.
Exhibit No. 10.23	Form of Stock Option Agreement under the IBERIABANK Corporation 2005 Stock Incentive Plan – incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated May 17, 2006.
Exhibit No. 10.24	Amended and Restated Trust Agreement, dated as of October 31, 2006, among the Registrant, as depositor, Wilmington Trust Company, as Delaware trustee, Wilmington Trust Company, as property trustee, and the administrators named therein – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated October 31, 2006.
Exhibit No. 10.25	Guarantee Agreement, dated as of October 31, 2006, between the Registrant and Wilmington Trust Company – incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated October 31, 2006.
Exhibit No. 10.26	Purchase Agreement, dated November 10, 2006, by and among the Registrant and the Purchasers thereto – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated November 10. 2006.
Exhibit No. 10.27	Lock-Up Agreement between officers and directors of the Registrant and Stifel, Nicolaus & Company, Incorporated – incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated November 16, 2006.
Exhibit No. 10.28	Amended and Restated Trust Agreement, dated as of June 21, 2007, among the Registrant, as sponsor, Wilmington Trust Company, as Delaware trustee, Wilmington Trust Company, as institutional trustee, and the administrators named therein – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated June 21, 2007.
Exhibit No. 10.29	Guarantee Agreement, dated as of June 21, 2007, between the Registrant and Wilmington Trust Company – incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated June 21, 2007.
Exhibit No. 10.30	Amended and Restated Trust Agreement, dated as of November 9, 2007, among the Registrant, as sponsor, U.S. Bank National Association, as institutional trustee and the administrators named therein – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated November 9, 2007.
Exhibit No. 10.31	Guarantee Agreement, dated as of November 9, 2007, between the Registrant and U.S. Bank National Association – incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated November 9, 2007.
Exhibit No. 10.32	Amended and Restated Trust Agreement, dated as of November 9, 2007, among the Registrant, as sponsor, U.S. Bank National Association, as institutional trustee and the administrators named therein – incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated November 9, 2007.
Exhibit No. 10.33	Guarantee Agreement, dated as of November 9, 2007, between the Registrant and U.S. Bank National Association – incorporated herein by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K dated November 9, 2007.
Exhibit No. 10.34	IBERIABANK Corporation Deferred Compensation Plan – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 17, 2007.
Exhibit No. 10.35	Change in Control Severance Agreement with Jeffrey A. Powell, dated December 15, 2008- incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 15, 2008.
Exhibit No. 10.36	Letter Agreement, including Securities Purchase Agreement, between the Registrant and the United States Department of the Treasury, dated December 5, 2008-incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated December 5, 2008.

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Exhibit No. 10.37	Form of Waiver executed by each of Messrs. Daryl G. Byrd, Anthony J. Restel, Michael J. Brown, John R. Davis, and Michael A. Naquin, dated December 5, 2008- incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated December 5, 2008.
Exhibit No. 10.38	Form of Letter Agreement, executed by each of Messrs. Daryl G. Byrd, Anthony J. Restel, Michael J. Brown, John R. Davis, and Michael A. Naquin, dated December 5, 2008- incorporated herein by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K dated December 5, 2008.
Exhibit No. 10.39	Form of Phantom Stock Award Agreement – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated November 17, 2008.
Exhibit No. 10.40	Form of Restricted Stock Agreement under the IBERIABANK Corporation 2008 Stock Incentive Plan – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008.
Exhibit No 10.41	Form of Stock Option Agreement under the IBERIABANK Corporation 2008 Stock Incentive Plan – incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008.
Exhibit No. 10.42	Subordinated Capital Note Purchase/ Loan Agreement dated as of July 21, 2008, by and between IBERIABANK and SunTrust Bank – incorporated herein by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2008.
Exhibit No. 10.43	IBERIABANK Corporation 2008 Stock Incentive Plan – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated April 29, 2008.
Exhibit No. 10.44	Amended and Restated Declaration of Trust, dated as of March 28, 2008, among IBERIABANK Corporation, as sponsor, Wells Fargo Bank, National Association, as institutional trustee, and the administrators named therein, with respect to IBERIABANK Statutory Trust VIII- incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated March 28, 2008.
Exhibit No. 10.45	Guarantee Agreement, dated as of March 28, 2008, between IBERIABANK Corporation, as guarantor, and Wells Fargo Bank, National Association, as trustee, with respect to IBERIABANK Statutory Trust VIII- incorporated herein by reference to the Registrant’s Current Report on Form 8-K dated March 28, 2008.
Exhibit No. 10.46	Change in Control Severance Agreement with James B. Gburek dated September 21, 2009 – incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2009.
Exhibit No. 10.47	IBERIABANK Corporation 2009 Phantom Stock Plan – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 29, 2009.
Exhibit No. 10.48	Form of IBERIABANK Corporation Phantom Stock Unit Agreement – incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated September 29, 2009.
Exhibit No. 10.49	Form of Termination of Letter Agreement, executed by each of Mssrs. Daryl G. Byrd, Anthony J. Restel, Michael J. Brown, John R. Davis, and Michael A. Naquin, dated March 31, 2009 – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated March 31, 2009, as amended.
Exhibit No. 10.50	Employment Letter with Jefferson G. Parker dated September 17, 2009 – incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated September 17, 2009.
Exhibit No. 10.51	Change in Control Severance Agreement with Jefferson G. Parker dated September 17, 2009 – incorporated herein by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K dated September 17, 2009.
Exhibit No. 12	Statements: Computations of Ratios.
Exhibit No. 13	Annual Report to Shareholders – Portions of Annual Report to Shareholders for the year ended December 31, 2009, which are expressly incorporated herein by reference.
Exhibit No. 21	Subsidiaries of the Registrant.
Exhibit No. 23.1	Consent of Ernst & Young LLP
Exhibit No. 31.1	Certification of principal executive officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
Exhibit No. 31.2	Certification of principal financial officer pursuant to Exchange Act Rule 13a-14(a) or 15d-14(a).
Exhibit No. 32.1	Certification of principal executive officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit No. 32.2	Certification of principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Exhibit No. 99	Audit Committee Charter, as amended – incorporated herein by reference to Exhibit 99 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	IBERIABANK CORPORATION
Date: March 16, 2010	By:	/S/    DARYL G. BYRD
		President/CEO and Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Name	Title	Date
/S/    DARYL G. BYRD	President, Chief Executive Officer and	March 16, 2010
Daryl G. Byrd	Director
/S/    JOHN R. DAVIS	Senior Executive Vice President of Finance	March 16, 2010
John R. Davis	and Investor Relations
/S/    ANTHONY J. RESTEL	Senior Executive Vice President and Chief	March 16, 2010
Anthony J. Restel	Financial Officer
/S/    JEFFREY A. POWELL	Executive Vice President, Corporate	March 16, 2010
Jeffrey A. Powell	Controller and Principal Accounting Officer
/S/    ELAINE D. ABELL	Director	March 16, 2010
Elaine D. Abell
/S/    HARRY V. BARTON, JR.	Director and Audit Committee Chairman	March 16, 2010
Harry V. Barton, Jr.
/S/    ERNEST P. BREAUX, JR.	Director	March 16, 2010
Ernest P. Breaux, Jr.
/S/    JOHN N. CASBON	Director	March 16, 2010
John N. Casbon
/S/    WILLIAM H. FENSTERMAKER	Director	March 16, 2010
William H. Fenstermaker
/S/    O. MILES POLLARD, JR.	Director and Audit Committee Member	March 16, 2010
O. Miles Pollard, Jr.
/S/    E. STEWART SHEA III	Director	March 16, 2010
E. Stewart Shea III
/S/    DAVID H. WELCH	Director and Audit Committee Member	March 16, 2010
David H. Welch

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EX-12

EXHIBIT 12

STATEMENTS: COMPUTATION OF RATIOS

The following is a computation of Non-GAAP financial ratios:

	Years Ended December 31,
(dollars in thousands)	2009			2008			2007			2006			2005
Net Interest Income	$	172,785		$	137,644		$	123,519		$	91,522		$	84,798
Effect of Tax Benefit on Interest Income		6,282			4,902			4,746			3,544			3,283
Net Interest Income (TE) (1)		179,067			142,546			128,265			95,066			88,081
Noninterest Income		332,986			91,932			76,594			23,450			26,141
Effect of Tax Benefit on Noninterest Income		1,558			1,598			1,901			1,123			1,067
Noninterest Income (TE) (1)		334,544			93,530			78,495			24,574			27,208
Total Revenues (TE) (1)	$	513,611		$	236,076		$	206,760		$	119,640		$	115,289
Total Noninterest Expense	$	223,260		$	161,226		$	140,118		$	72,545		$	63,708
Less Intangible Amortization Expense		(2,893	)		(2,408	)		(2,198	)		(1,118	)		(1,207	)
Tangible Operating Expense (2)	$	220,367		$	158,818		$	137,920		$	71,427		$	62,501
Net income	$	151,250		$	39,912		$	41,310		$	35,695		$	22,000
Effect of Intangible Amortization, net of tax		1,880			1,566			1,429			727			784
Cash earnings	$	153,130		$	41,478		$	42,739		$	36,422		$	22,784
Net Income per Common Share- Diluted	$	8.03		$	2.97		$	3.21		$	3.48		$	2.19
Diluted Shares		17,957			12,970			12,572			9,926			9,757
Effect of Intangible Amortizaton per diluted share, net of tax	$	0.10		$	0.12		$	0.11		$	0.08		$	0.08
Cash Earnings per Share- Diluted	$	8.13		$	3.09		$	3.32		$	3.56		$	2.27
Return on Average Common Equity		19.16	%		7.59	%		8.87	%		12.86	%		8.41	%
Effect of Intangibles (2)		10.12			8.05			9.99			9.08			5.39
Return on Average Tangible Common Equity (2)		29.28	%		15.64	%		18.86	%		21.94	%		13.80	%
Efficiency Ratio		44.1	%		70.2	%		70.0	%		63.1	%		57.4	%
Effect of Tax Benefit Related to Tax Exempt Income		(0.6	)		(1.9	)		(2.3	)		(2.5	)		(2.2	)
Efficiency Ratio (TE) (1)		43.5	%		68.3	%		67.8	%		60.6	%		55.3	%
Effect of Amortization of Intangibles		(0.6	)		(1.0	)		(1.1	)		(0.9	)		(1.1	)
Tangible Efficiency Ratio (TE) (1) (2)		42.9	%		67.3	%		66.7	%		59.7	%		54.2	%

⁽¹⁾ Fully taxable equivalent (TE) calculations include the tax benefit associated with related income sources that are tax-exempt using a marginal tax rate of 35%.

⁽²⁾ Tangible calculations eliminate the effect of goodwill and acquisition related intangible assets and the corresponding amortization expense on a tax-effected basis where applicable.

STATEMENTS: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

	Years Ended December 31,
(dollars in thousands)	2009		2008		2007		2006		2005
Net income	$	151,250	$	39,912	$	41,310	$	35,695	$	22,000
Income tax expense		85,891		15,870		17,160		14,535		8,162
Income before income tax expense	$	237,141	$	55,782	$	58,470	$	50,230	$	30,162
Fixed charges
Interest on short-term and other borrowings	$	21,919	$	29,807	$	34,430	$	15,655	$	13,852
Fixed charges excluding interest on deposits		21,919		29,807		34,430		15,655		13,852
Interest on deposits		75,683		96,376		104,297		58,116		36,598
Fixed charges including interest on deposits	$	97,602	$	126,183	$	138,727	$	73,770	$	50,450
Preferred stock dividends		3,350		348		—		—		—
Fixed charges including preferred stock dividends	$	100,952	$	126,531	$	138,727	$	73,770	$	50,450
Earnings for ratio computations (1)
Excluding interest on deposits	$	259,060	$	85,589	$	92,900	$	65,885	$	44,014
Including interest on deposits	$	334,743	$	181,965	$	197,197	$	124,000	$	80,612
Ratio of earnings to fixed charges (2)
Excluding interest on deposits		11.82		2.87		2.70		4.21		3.18
Including interest on deposits		3.43		1.44		1.42		1.68		1.60
Ratio of earnings to fixed charges and preferred dividends (2)
Excluding interest on deposits		10.25		2.84		2.70		4.21		3.18
Including interest on deposits		3.32		1.44		1.42		1.68		1.60

⁽¹⁾ Earnings are the sum of income before income tax expense and fixed charges.

⁽²⁾ For the purposes of calculating the ratio of earning to fixed charges, fixed charges are the sum of interest and debt expenses, excluding interest on deposits, and, in the second alternative, fixed charges are the sum of interest and debt expenses including interest on deposits.

EX-13

EXHIBIT 13

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis is intended to assist readers in understanding the consolidated financial condition and results of operations of IBERIABANK Corporation (the “Company”) and its wholly owned subsidiaries, IBERIABANK, IBERIABANK fsb (formerly Pulaski Bank & Trust Company), Lenders Title Company (“LTC”), and IBERIA Capital Partners, LLC (“ICP”) as of December 31, 2009 and 2008 and for the years ended December 31, 2007 through 2009. This discussion should be read in conjunction with the audited consolidated financial statements, accompanying footnotes and supplemental financial data included herein.

The Company offers commercial and retail banking products and services to customers in locations in six states through IBERIABANK and IBERIABANK fsb. The Company also operates mortgage production offices in twelve states through IBERIABANK fsb’s subsidiary, IBERIABANK Mortgage Company (“IMC”), and offers a full line of title insurance and closing services throughout Arkansas and Louisiana through LTC and its subsidiaries.

EXECUTIVE OVERVIEW

The Company’s results of operations and financial condition were impacted by a number of significant events during 2009. Management undertook these strategic initiatives to position the Company for future growth through core earnings and provide additional capital to fund the Company’s growing operations.

Preferred Stock Redemption

In December 2008, the Company completed the sale of 90,000 shares of its $1.00 par value, $1,000 liquidation value Fixed Rate Cumulative Perpetual Preferred Stock, Series A (“preferred stock”), to the United States Department of the Treasury. The preferred shares included a 10-year warrant to purchase up to 138,490 shares of the Company’s common stock at an exercise price of $48.74 per share, for an aggregate purchase price of $6.8 million. The preferred stock and warrant were issued in association with the Capital Purchase Program (“CPP”) under the Treasury Department’s Troubled Asset Relief Program (commonly referred to as “TARP”). The preferred stock paid an annual dividend of 5.0% and qualified as Tier 1 capital. The fair value allocation of the $90.0 million in proceeds between the preferred shares and the warrant resulted in $87.8 million allocated to the preferred shares and $2.2 million allocated to the warrant.

On February 26, 2009, the Company announced it had filed notice to the U.S. Treasury that the Company would redeem all of the 90,000 outstanding shares of its preferred stock at a total redemption price of $90.6 million, which included the unpaid accrued interest. On the March 31, 2009 redemption date, the Company paid $90.6 million to the U.S Treasury to redeem the preferred stock. At the time of payment, all rights of the Treasury, as the holder of the preferred stock, terminated. At the time of payment, the preferred stock had a carrying value of $87.8 million. The remaining $2.7 million included an accrued dividend of $0.6 million and an accelerated deemed dividend of $2.2 million. As a result, for the year ended December 31, 2009, the dividend paid on the preferred shares totaled $3.4 million.

Acquisition Activity during 2009

Consistent with the Company’s growth strategy over the past 10 years, the Company completed three acquisitions during 2009 that significantly grew the Company’s asset base and extended the Company’s footprint into two new states.

CapitalSouth Bank

On August 21, 2009, the Company announced that IBERIABANK had entered into a purchase and assumption agreement with a loss share arrangement with the Federal Deposit Insurance Corporation (“FDIC”), as receiver of CapitalSouth Bank, Birmingham, Alabama (“CSB”) to assume all of the deposits and certain assets in a whole-bank acquisition of CSB, a full-service commercial bank headquartered in Birmingham, Alabama. IBERIABANK now operates ten former CSB branches in four Metropolitan Statistical Areas (“MSAs”): Birmingham, Montgomery, and Huntsville, Alabama, and Jacksonville, Florida.

The loans and other real estate owned (“OREO”) acquired are covered by a loss share agreement between IBERIABANK and the FDIC which affords IBERIABANK significant protection against future losses. Under the agreement, the FDIC will cover 80% of losses on the disposition of loans and OREO up to $135.0 million, or $108.0 million, and 95% of losses that exceed the $135.0 million threshold. The term for loss sharing on single-family residential real estate loans is ten years, while the term for loss sharing on non-residential real estate loans is eight years in respect to losses. The reimbursable losses from the FDIC are based on the book value of the relevant loans as determined by the FDIC at the date of the transaction. New loans made after that date are not covered by the provisions of the loss share agreement. IBERIABANK has recorded a receivable from the FDIC of $88.1 million, which represents the estimated fair value of the FDIC’s portion of the losses that are expected to be incurred and reimbursed to the Company.

Orion Bank

On November 13, 2009, IBERIABANK entered into a purchase and assumption agreement with a loss share arrangement with the FDIC, as receiver of Orion Bank (“Orion”), to purchase certain assets and assume certain deposit and other liabilities in a whole-bank acquisition of Orion, a full-service Florida-chartered commercial bank headquartered in Naples, Florida. IBERIABANK now operates 23 former Orion branches in five MSAs: Naples, Sarasota, Fort Myers, and Palm Beach, Florida, as well as the Florida Keys.

Similar to the agreement to purchase CapitalSouth, the loans and other real estate owned acquired are covered by a loss share agreement between IBERIABANK and the FDIC which affords IBERIABANK significant protection against future losses. Under the agreement, the FDIC will cover 80% of losses on the disposition of loans and OREO up to $550.0 million, or $440.0 million, and 95% of losses that exceed the $550.0 million threshold. The term for loss sharing on single-family residential real estate loans is ten years, while the term for loss sharing on non-residential real estate loans is five years in respect to losses and IBERIABANK reimbursement to the FDIC for a total of eight years for recoveries. The reimbursable losses from the FDIC are based on the book value of the relevant loans as determined by the FDIC at the date of the transaction. New loans made after that date are not covered by the provisions of the loss share agreement. IBERIABANK has recorded a receivable from the FDIC of $711.8 million, which represents the estimated fair value of the FDIC’s portion of the losses that are expected to be incurred and reimbursed to the Company.

Century Bank

Also on November 13, 2009, IBERIABANK, entered into a purchase and assumption agreement with a loss share arrangement with the FDIC, as receiver of Century Bank, FSB (“Century”), to purchase certain assets and assume certain deposit and other liabilities in a whole-bank acquisition of Century, a full-service federal thrift headquartered in Sarasota, Florida. IBERIABANK now operates 11 former Century branches in two Florida MSAs: Sarasota and Bradenton.

The loans and other real estate owned acquired are covered by a loss share agreement between IBERIABANK and the FDIC which affords IBERIABANK significant protection against future losses. Under the agreement, the FDIC will cover 80% of losses on the disposition of loans and OREO up to $285.0 million, or $228.0 million, and 95% of losses that exceed the $285.0 million threshold. The term for loss sharing on single-family residential real estate loans is ten years, while the term for loss sharing on non-residential real estate loans is five years in respect to losses and IBERIABANK reimbursement to the FDIC for a total of eight years for recoveries. The reimbursable losses from the FDIC are based on the book value of the relevant loans as determined by the FDIC at the date of the transaction. New loans made after that date are not covered by the provisions of the loss share agreement. IBERIABANK has recorded a receivable from the FDIC of $232.1 million, which represents the estimated fair value of the FDIC’s portion of the losses that are expected to be incurred and reimbursed to the Company.

The three acquisitions were accounted for under the purchase method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic No. 805 (formerly Statement of Financial Accounting Standards No. 141(R), Business Combinations, or “FAS 141(R)”). Major categories of assets acquired and liabilities assumed, as well as the gain recorded on each transaction, are presented in the following table. Both the purchased assets and liabilities assumed were recorded at their respective acquisition date fair values. Identifiable intangible assets, including core deposit intangible assets, were recorded at fair value. Because the fair value of assets acquired and intangible assets created as a result of the acquisition exceeds the fair value of liabilities assumed, the provisions of ASC 805 allow the Company to record a gain resulting from the acquisitions in its consolidated statements of income for year ended December 31, 2009. The gains are included in noninterest income on the Company’s consolidated statements of income for the year ended December 31, 2009.

(dollars in thousands)	CapitalSouth		Orion		Century		Total
Assets
Investment securities	$	46,027	$	230,968	$	22,128	$	299,123
Loans		363,117		961,094		417,561		1,741,772
Other real estate owned		10,244		28,505		21,150		59,899
Core deposit intangible		377		10,421		2,243		13,041
FDIC loss share receivable		88,093		711,756		232,053		1,031,902
Other assets		102,805		418,944		116,874		638,624
Total Assets	$	610,663	$	2,361,688	$	812,009	$	3,784,361
Liabilities
Interest-bearing deposits		461,348		1,748,749		504,875		2,714,972
Noninterest-bearing deposits		56,543		134,337		110,940		301,820
Borrowings		30,619		344,690		143,006		518,315
Other liabilities		4,916		15,642		1,586		22,144
Total Liabilities	$	553,425	$	2,243,418	$	760,407	$	3,557,251
Total Equity		57,238		118,270		51,602		227,110
Total Liabilities and Equity	$	610,663	$	2,361,688	$	812,009	$	3,784,361

Change in Accounting Principle

The Company’s results of operations were also impacted by a change in accounting principle effective in the first quarter of 2009. In September 2008, the Financial Accounting Standards Board (“FASB”) issued accounting guidance that clarifies that share-based payment awards that entitle holders to receive non-forfeitable dividends before vesting should be considered participating securities and thus included in the calculation of basic earnings per share. Effective January 1, 2009, these awards are now included in the calculation of basic earnings per share under the “two-class” method, a change that reduces both basic and diluted earnings per share. The “two-class” method allocates earnings for the period between common shareholders and other security holders. All prior period per share data presented has been adjusted retrospectively to conform to the provisions of the principle. As a result of the adoption, basic and diluted income per common share for the year ended December 31, 2009 were $0.23 and $0.19 per share lower, respectively, than they would have been under the previously-used “treasury stock” method of per share calculation. For the year ended December 31, 2008, basic and diluted income per common share were $0.08 and $0.07 lower, respectively, under the current method than the previously reported method, and $0.08 and $0.06 per share lower, respectively, for the year ended December 31, 2007. Adoption had no effect on the Company’s retained earnings or other components of equity. For additional information, see Note 2 to the Company’s consolidated financial statements.

Balance Sheet Position and Results of Operations

The Company’s income available to common shareholders for 2009 totaled $147.9 million, or $8.03 per share on a diluted basis, a 273.8% increase compared to the $39.6 million earned for 2008. On a per share basis, this represents a 170.8% increase from the $2.97 per diluted share earned in 2008. The increase in per share earnings is a result of the gains the Company recorded on its three acquisitions in 2009. Total acquisition gains of $227.3 million, as well as a $35.1 million increase in net interest income, drove earnings growth. Key components of the Company’s 2009 performance are summarized below.

• Total assets at December 31, 2009 were $9.7 billion, up $4.1 billion, or 73.7%, from $5.6 billion at December 31, 2008. The increase is primarily the result of assets acquired from Orion, Century, and CSB. Assets acquired totaled $3.8 billion at the time of acquisition, with loans of $1.7 billion and a loss share receivable of $1.0 billion accounting for the majority of the growth.

• Total loans at December 31, 2009 were $5.8 billion, an increase of $2.0 billion, or 54.5%, from $3.7 billion at December 31, 2008. Loan growth was a result of $1.7 billion in loans acquired, as well as organic growth of $298.2 million, or 8.0%.

• Total customer deposits increased $3.6 billion, or 89.1%, from $4.0 billion at December 31, 2008 to $7.6 billion at December 31, 2009. The increase was primarily the result of the $3.0 billion in deposits obtained in the three acquisitions during 2009. Total noninterest-bearing accounts increased $364.6 million, or 58.7%, during 2009, providing the Company a significant funding source for loan growth. Total interest-bearing deposits increased $3.2 billion, or 94.7%, during 2009. Although deposit competition remained intense through much of 2009, the Company was able to generate strong organic growth across its many deposit products. Organic deposit growth was driven by the opening of new markets during 2009, as well as growth in many of the Company’s core markets.

• Shareholders’ equity increased $220.0 million, or 30.0%, from $734.2 million at December 31, 2008 to $954.2 million at December 31, 2009. The increase is the result of earnings for the year and the Company’s common stock issuance of 4.4 million shares in July 2009. Growth in shareholders’ equity was offset partially by the Company’s redemption of its preferred shares during the first quarter.

• Net interest income for the year increased $35.1 million, or 25.5%, in 2009 versus 2008. This increase is largely attributable to a $347.2 million increase in average net earning assets. The corresponding net interest margin ratio on a tax-equivalent basis increased six basis points to 3.09% from 3.03% for the years ended December 31, 2009 and 2008, respectively, due to changes in the volume and mix of the Company’s assets and liabilities and rate decreases driven by federal funds, Treasury, and other Company borrowing rate decreases during 2009. Most of the Company’s variable rate loans and deposits are tied to these rates and thus the repricing of these assets and liabilities during 2009 decreased both the average earning asset yield and the interest-bearing liability rate.

• Noninterest income increased $241.1 million, or 262.2%, for 2009 as compared to 2008. The increase was primarily driven by gains from the Company’s acquisitions. Noninterest income for 2009 also reflects a $9.8 million increase in gains on the sale of loans, primarily from IBERIABANK fsb’s mortgage origination subsidiary, IBERIABANK Mortgage Company (“IMC”).

• Noninterest expense increased $62.0 million, or 38.5%, for 2009 as compared to 2008. The increase was attributed to higher salaries and employee benefits from the acquisitions, as well as increased occupancy, equipment, and other branch expenses resulting from the Company’s expanded footprint. Noninterest expenses also increased as a result of higher costs of OREO properties and deposit insurance premiums.

• The Company recorded a provision for loan losses of $45.4 million during 2009, compared to a provision of $12.6 million in 2008. The provision was primarily the result of net charge-offs for 2009 of $30.6 million, or 0.73%, of average loans, compared to $10.0 million, or 0.28%, a year earlier. As of December 31, 2009, the allowance for loan losses as a percent of total loans was 0.96%, compared to 1.09% at December 31, 2008. The allowance for loan losses covered 6% of nonperforming loans at the end of 2009, compared to 135% coverage at December 31, 2008. The majority of the Company’s nonperforming loans were from former CSB, Century, and Orion loans, which are covered by loss share agreements with the FDIC. Excluding these covered loans, nonperforming assets as a percentage of total assets were 0.91%.

• Despite the tough market conditions experienced in the industry during 2009, the Company paid cash dividends totaling $1.36 per common share, consistent with dividends paid in 2008. The Company’s dividend payout ratio to common shareholders was 16.9%.

The Company’s focus is that of a high performing institution. Management believes that improvement in core earnings drives shareholder value and has adopted a mission statement that is designed to provide guidance for management, our associates and Board of Directors regarding the sense of purpose and direction of the Company. We are very shareholder and client focused, expect high performance from our associates, believe in a strong sense of community and strive to make the Company a great place to work.

During 2009, the Company continued to execute its business model successfully, as evidenced by its successful completion of three large acquisitions, which expands the Company’s presence into Alabama and Florida. In addition, the Company experienced solid organic loan and deposit growth during the year, despite the challenges the entire industry faced in 2009. The Company remains well positioned for future growth opportunities, as evidenced by abundant liquidity, core funding, and capitalization levels.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

In preparing financial reports, management is required to apply significant judgment to various accounting, reporting and disclosure matters. Management must use assumptions and estimates to apply these principles where actual measurement is not possible or practical. The accounting principles and methods used by the Company conform with accounting principles generally accepted in the United States and general banking practices. Estimates and assumptions most significant to the Company relate primarily to the allowance for loan losses, valuation of goodwill, intangible assets and other purchase accounting adjustments and share-based compensation. These significant estimates and assumptions are summarized in the following discussion and are further analyzed in the footnotes to the consolidated financial statements.

Allowance for Loan Losses

The determination of the allowance for loan losses, which represents management’s estimate of probable losses inherent in the Company’s loan portfolio, involves a high degree of judgment and complexity. The Company’s policy is to establish reserves for estimated losses on delinquent and other problem loans when it is determined that losses are expected to be incurred on such loans. Management’s determination of the adequacy of the allowance is based on various factors, including an evaluation of the portfolio, past loss experience, current economic conditions, the volume and type of lending conducted by the Company, composition of the portfolio, the amount of the Company’s classified assets, seasoning of the loan portfolio, the status of past due principal and interest payments, and other relevant factors. Changes in such estimates may have a significant impact on the financial statements. For further discussion of the allowance for loan losses, see the Asset Quality and Allowance for Loan Losses sections of this analysis and Note 1 and Note 5 to the Consolidated Financial Statements.

Valuation of Goodwill, Intangible Assets and Other Purchase Accounting Adjustments

The Company accounts for acquisitions in accordance with ASC Topic No. 805, which requires the use of the purchase method of accounting. For purchase acquisitions, the Company is required to record the assets acquired, including identified intangible assets, and liabilities assumed, at their fair value, which in many instances involves estimates based on third party valuations, such as appraisals, or internal valuations based on discounted cash flow

analyses or other valuation techniques. The determination of the useful lives of intangible assets is subjective as is the appropriate amortization period for such intangible assets. In addition, purchase acquisitions typically result in recording goodwill. The Company performs a goodwill valuation at least annually. Impairment testing of goodwill is a two step process that first compares the fair value of goodwill with its carrying amount, and second measures impairment loss by comparing the implied fair value of goodwill with the carrying amount of that goodwill. Based on management’s goodwill impairment test, LTC had an impairment of goodwill of $9.7 million at October 1, 2009, and has recorded the charge through its statement of income for the year ended December 31, 2009. There was no impairment of goodwill at October 1, 2008 or 2007. For additional information on goodwill and intangible assets, see Note 1 and Note 8 to the consolidated financial statements.

Share-based Compensation

Management utilizes the Black-Scholes option valuation model to estimate the fair value of stock options. The option valuation model requires the input of highly subjective assumptions, including expected stock price volatility and option life. These subjective input assumptions materially affect the fair value estimate.

For additional discussion of the Company’s stock options plans, sees Notes 1 and 16 to the consolidated financial statements.

Acquisition Accounting for Loans and Related Indemnification Asset

Beginning in 2009, the Company accounts for its acquisitions under ASC Topic No. 805, Business Combinations, which requires the use of the purchase method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. No allowance for loan losses related to the acquired loans is recorded on the acquisition date as the fair value of the loans acquired incorporates assumptions regarding credit risk. Loans acquired are recorded at fair value in accordance with the fair value methodology prescribed in ASC Topic 820, exclusive of the shared-loss agreements with the FDIC. These fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.

Over the life of the acquired loans, the Company continues to estimate cash flows expected to be collected on individual loans or on pools of loans sharing common risk characteristics. The Company evaluates at each balance sheet date whether the present value of its loans determined using the effective interest rates has decreased and if so, recognizes a provision for loan loss in its consolidated statement of income. For any increases in cash flows expected to be collected, the Company adjusts the amount of accretable yield recognized on a prospective basis over the loan’s or pool’s remaining life.

Because the FDIC will reimburse the Company for certain acquired loans should the Company experience a loss, an indemnification asset is recorded at fair value at the acquisition date. The indemnification asset is recognized at the same time as the indemnified loans, and measured on the same basis, subject to collectability or contractual limitations. The shared loss agreements on the acquisition date reflect the reimbursements expected to be received from the FDIC, using an appropriate discount rate, which reflects counterparty credit risk and other uncertainties.

The shared loss agreements continue to be measured on the same basis as the related indemnified loans. Because the acquired loans are subject to the accounting prescribed by ASC Topic 310, subsequent changes to the basis of the shared loss agreements also follow that model. Deterioration in the credit quality of the loans (immediately recorded as an adjustment to the allowance for loan losses) would immediately increase the basis of the shared loss agreements, with the offset recorded through the consolidated statement of income. Increases in the credit quality or cash flows of loans (reflected as an adjustment to yield and accreted into income over the remaining life of the loans) decrease the basis of the shared loss agreements, with such decrease being accreted into income over 1) the same period or 2) the life of the shared loss agreements, whichever is shorter. Loss assumptions used in the basis of the indemnified loans are consistent with the loss assumptions used to measure the indemnification asset. Fair value accounting incorporates into the fair value of the indemnification asset an element of the time value of money, which is accreted back into income over the life of the shared loss agreements.

Upon the determination of an incurred loss the indemnification asset will be reduced by the amount owed by the FDIC. A corresponding, claim receivable is recorded until cash is received from the FDIC.

For further discussion of the Company’s acquisitions and loan accounting, see Note 3 and Note 5 to the consolidated financial statements.

ACQUISITION ACTIVITIES

In addition to the three acquisitions completed during 2009, the Company has been an active acquirer over the previous six years. From 2003 through 2008, the Company completed the following acquisitions:

Acadiana Bancshares, Inc.—February 28, 2003

The Company completed its acquisition of Acadiana Bancshares, Inc., in exchange for 1,227,276 shares of the Company’s common stock valued at $38.6 million and $9.8 million in cash. The transaction resulted in $24.1 million of goodwill, $4.0 million of core deposit intangibles and $0.3 million of other intangibles. At acquisition, Acadiana Bancshares had total assets of $303 million, including loans of $189 million, and deposits were $207 million.

Alliance Bank of Baton Rouge—February 29, 2004

The Company completed its acquisition of Alliance Bank of Baton Rouge in exchange for 359,106 shares of the Company’s common stock valued at $15.5 million. The transaction resulted in $5.2 million of goodwill and $1.2 million of core deposit intangibles. At acquisition, Alliance had total assets of $72 million, including loans of $54 million, and deposits were $62 million.

American Horizons Bancorp, Inc.—January 31, 2005

The Company completed its acquisition of American Horizons Bancorp, Inc. in exchange for 990,435 shares of the Company’s common stock valued at $47.7 million and $0.7 million in cash. The transaction resulted in $28.5 million of goodwill and $5.0 million of core deposit intangibles. At acquisition, American Horizons had total assets of $252 million, including loans of $202 million, and deposits were $193 million.

Pulaski Investment Corporation – January 31, 2007

The Company completed the acquisition of Pulaski Investment Corporation (“PIC”), the holding company for Pulaski Bank and Trust of Little Rock, Arkansas, extending the Company’s presence into central Arkansas and other states through its mortgage subsidiary, Pulaski Mortgage Company (“PMC”). Pulaski shareholders received 1,133,064 shares of the Company’s common stock and cash of $65.0 million as a result of the transaction. The transaction resulted in $92.4 million of goodwill, $5.6 million of core deposit intangibles and $5.3 million of title plant intangibles. At acquisition, total assets of PIC were $488.1 million, including loans of $367.6 million, and deposits were $422.6 million.

Pocahontas Bancorp, Inc. – February 1, 2007

The Company completed the acquisition of Pocahontas Bancorp, Inc. (“Pocahontas”), the holding company for First Community Bank of Jonesboro, Arkansas. The acquisition extended the Company’s presence into Northeast Arkansas. Pocahontas shareholders received 1,287,793 shares of the Company’s common stock as a result of the transaction. The transaction resulted in $42.0 million of goodwill and $7.0 million of core deposit intangibles. At acquisition, total assets of Pocahontas were $707.3 million, including loans of $409.9 million, and deposits were $582.4 million.

Pulaski Bank and FCB were merged on April 22, 2007. The combined financial institution is a federally chartered savings association headquartered in Little Rock, Arkansas and operates under the corporate title of IBERIABANK fsb.

United Title of Louisiana, Inc. – April 2, 2007

The Company completed the acquisition of United Title of Louisiana, Inc. (“United”). United operates 7 offices in Louisiana and expanded the Company’s title insurance business into Louisiana. United shareholders received $5.8 million of cash as a result of the transaction. United operates as a subsidiary of LTC. The transaction resulted in $4.0 million of goodwill and $1.5 million in title plant intangibles.

Kingdom Capital Management, Inc.

The Company acquired Kingdom Capital Management, Inc. (“Kingdom Capital”) on January 7, 2008. Kingdom Capital provides comprehensive fee-based private wealth management services in New Orleans, Louisiana for private banking clients, pension funds, corporations, and trusts. Upon acquisition, Kingdom Capital began doing business as IBERIABANK Asset Management, Inc. (“IAM”). The transaction had a total value of $0.7 million, with essentially all of the acquisition value paid recorded as goodwill.

American Abstract and Title Company

The Company acquired American Abstract and Title Company (“AAT”) on March 2, 2008. AAT operates 2 offices in Arkansas and further expanded the title insurance footprint in Arkansas. The transaction had a total value of $5.0 million. Additional consideration may be paid should AAT meet certain revenue thresholds. The contingency period is 5 years and could result in maximum additional consideration of $0.5 million. Allocation of the purchase price resulted in goodwill of almost $5.0 million and other assets of slightly less than $0.1 million.

ANB Financial, N.A.

On May 9, 2008, IBERIABANK fsb entered into the agreement with the FDIC to become receiver of ANB. The acquisition extended the Company’s presence into Northwest Arkansas through the operation of eight former ANB offices. Pulaski purchased ANB assets of approximately $239.9 million, primarily cash, while assuming $190.2 million in liabilities, including $189.7 million in insured deposits.

For more information on the Company’s acquisitions, see Note 3 to the Consolidated Financial Statements.

FINANCIAL CONDITION

Earning Assets

Interest income associated with earning assets is the Company’s primary source of income. Earning assets are composed of interest or dividend-earning assets, including loans, securities, short-term investments and loans held for sale. Earning assets averaged $5.7 billion during 2009, a $1.1 billion, or 22.0%, increase compared to $4.7 billion during 2008. The increase is the result of earnings assets acquired and loan during 2009.

The year-end mix of earning assets shown in the following chart reflects the mix between investment securities and the major loan groups.

Loans and Leases

The loan portfolio increased $2.0 billion, or 54.5%, to $5.8 billion at December 31, 2009, compared to $3.7 billion at December 31, 2008. The increase was primarily from loans acquired in the CSB, Century, and Orion acquisitions. Excluding the $1.7 billion in loans acquired, the Company experienced strong organic growth of $298.2 million, or 8.0%, during 2009. The Company experienced growth in both the IBERIABANK and IBERIABANK fsb portfolios.

The Company’s loan to deposit ratio at December 31, 2009 and December 31, 2008 was 76.6% and 93.7%, respectively. The write-down of the acquired loans to fair value upon acquisition contributed to the decrease in the Company’s loan to deposit ratio. The percentage of fixed rate loans to total loans decreased from 64% at the end of 2008 to 48% as of December 31, 2009. The following table sets forth the composition of the Company’s loan portfolio as of December 31st for the years indicated.

TABLE 1 – LOAN PORTFOLIO COMPOSITION

December 31,
(dollars in thousands)	2009				2008				2007				2006				2005
Commercial loans:
Real estate	$	2,499,843	43	%	$	1,522,965	41	%	$	1,369,882	40	%	$	750,051	34	%	$	545,868	29	%
Business		1,218,014	21			775,625	21			634,495	18			461,048	21			376,966	19
Total commercial loans		3,717,857	64			2,298,590	62			2,004,377	58			1,211,099	55			922,834	48
Mortgage loans:
Residential 1-4 family		975,395	17			498,740	13			515,912	15			431,585	19			430,111	22
Construction/Owner Occupied		32,857	1			36,693	1			60,558	2			45,285	2			30,611	2
Total mortgage loans		1,008,252	18			535,433	14			576,470	17			476,870	21			460,722	24
Loans to individuals:
Indirect automobile		259,339	4			265,722	7			240,860	7			228,301	10			229,646	12
Home equity		649,821	11			501,036	13			424,716	12			233,885	10			230,363	12
Other		149,096	3			143,621	4			183,616	6			83,847	4			74,951	4
Total consumer loans		1,058,256	18			910,379	24			849,192	25			546,033	24			534,960	28
Total loans receivable	$	5,784,365	100	%	$	3,744,402	100	%	$	3,430,039	100	%	$	2,234,002	100	%	$	1,918,516	100	%

Because of the loss protection provided by the FDIC, the risks of the CSB, Orion, and Century loans and foreclosed real estate are significantly different from those assets not covered under the loss share agreement. Accordingly, the Company presents loans subject to the loss share agreements as “covered loans” in the information below and loans that are not subject to the loss share agreement as “non-covered loans.”

The following is a summary of the major categories of non-covered loans outstanding:

(dollars in thousands)
Non-covered Loans	December 31, 2009		December 31, 2008
Residential mortgage loans:
Residential 1-4family	$	434,956	$	498,740
Construction/ Owner Occupied		18,198		36,693
Total residential mortgage loans		453,154		535,433
Commercial loans:
Real estate		1,659,844		1,522,965
Business		1,086,860		775,625
Total commercial loans		2,746,704		2,298,590
Consumer loans:
Indirect automobile		259,339		265,722
Home equity		512,087		501,036
Other		142,615		143,621
Total consumer loans		914,041		910,379
Total non-covered loans receivable	$	4,113,899	$	3,744,402

The carrying amount of the covered loans at December 31, 2009 consisted of loans accounted for in accordance with ASC Topic 310-30 and loans not subject to ASC Topic 310-30 as detailed in the following table.

(dollars in thousands)
Covered Loans	ASC 310-30 Loans		Non- ASC 310-30 Loans		Total Covered Loans
Residential mortgage loans:
Residential 1-4 family	$	108,453	$	431,986	$	$540,439
Construction/ Owner Occupied		4,256		10,403		14,659
Total residential mortgage loans		112,709		442,389		555,098
Commercial loans:
Real estate		71,716		768,283		839,999
Business		363		130,791		131,154
Total commercial loans		72,079		899,074		971,153
Consumer loans:
Indirect automobile		—		—		—
Home equity		8,575		129,159		137,734
Other		1,251		5,230		6,481
Total consumer loans		9,826		134,389		144,215
Total covered loans receivable	$	194,614	$	1,475,852	$	1,670,466

Commercial Loans

Commercial real estate and commercial business loans generally have shorter repayment periods and more frequent repricing opportunities than residential 1-4 family loans. Total commercial loans increased $1.4 billion, or 61.7% during 2009, with $971.1 million, or 68.4%, due to the acquired loan portfolios of CSB, Orion, and Century. The Company’s focus on growing its commercial loan portfolio continued in 2009 as commercial loans as a percentage of total loans increased from 62% at December 31, 2008 to 64% at December 31, 2009.

The Company has increased its investment in commercial real estate loans from $1.5 billion, or 41% of the total loan portfolio as of December 31, 2008, to $2.5 billion, or 43% of the total loan portfolio as of December 31, 2009. The Company’s underwriting standards generally provide for loan terms of three to five years, with amortization schedules of no more than twenty years. Low loan-to-value ratios are maintained and usually limited to no more than 80%. In addition, the Company obtains personal guarantees of the principals as additional security for most commercial real estate loans.

As of December 31, 2009, the Company’s commercial business loans amounted to $1.2 billion, or 21% of the Company’s total loan portfolio. This represents a $442.4 million, or 57.0% increase from December 31, 2008. The Company originates commercial business loans on a secured and, to a lesser extent, unsecured basis. The Company’s commercial business loans may be structured as term loans or revolving lines of credit. Term loans are generally structured with terms of no more than three to five years, with amortization schedules of no more than seven years. The Company’s commercial business term loans are generally secured by equipment, machinery or other corporate assets. The Company also provides for revolving lines of credit generally structured as advances upon perfected security interests in accounts receivable and inventory. Revolving lines of credit generally have an annual maturity. The Company obtains personal guarantees of the principals as additional security for most commercial business loans.

Mortgage Loans

Residential 1-4 family loans comprise most of the Company’s mortgage loans. The vast majority of the Company’s residential 1-4 family mortgage loan portfolio is secured by properties located in its market areas and originated under terms and documentation which permit their sale in the secondary market. Larger mortgage loans of private banking clients and prospects are generally retained to enhance relationships, and also due to the expected shorter durations and relatively lower servicing costs associated with loans of this size. The Company does not originate or hold high loan to value, negative amortization, option ARM, or other exotic mortgage loans in its portfolio.

The Company continues to sell the majority of conforming mortgage loan originations in the secondary market and recognize the associated fee income rather than assume the rate risk associated with these longer term assets. The Company also releases the servicing of these loans upon sale. As a result of acquired mortgage loans, total residential mortgage loans increased $472.8 million compared to December 31, 2008. At December 31, 2009, $556.3 million, or 55.2%, of the Company’s residential 1-4 family mortgage and construction loans were fixed rate loans and $452.0 million, or 44.8%, were adjustable rate loans.

Consumer Loans

The Company offers consumer loans in order to provide a full range of retail financial services to its customers. The Company originates substantially all of such loans in its primary market areas. At December 31, 2009, $1.1 billion, or 18%, of the Company’s total loan portfolio was comprised of consumer loans, compared to $910.4 million, or 24% at the end of 2008. The $147.9 million increase in total consumer loans compared to December 31, 2008 was driven by home equity loan growth of $148.8 million, primarily from the loans acquired during 2009, offset by decreases in the Company’s indirect automobile portfolios.

Consistent with 2008, home equity loans comprised the largest component of the Company’s consumer loan portfolio at December 31, 2009. The balance of home equity loans increased $148.8 million, or 29.7%, from $501.0 million at December 31, 2008 to $649.8 million at December 31, 2009.

Indirect automobile loans comprised the second largest component of the Company’s consumer loan portfolio. Independent automobile dealerships originate these loans and forward applications to Company personnel for approval or denial. The Company relies on the dealerships, in part, for loan qualifying information. To that extent, there is risk inherent in indirect automobile loans associated with fraud or negligence by the automobile dealership. To limit this risk, an emphasis is placed on established dealerships that have demonstrated reputable behavior, both within the communities we serve and through long-term relationships with the Company. The balance of indirect automobile loans decreased $6.4 million during 2009, from $265.7 million, or 7% of the Company’s total loan portfolio at December 31, 2008, to $259.3 million, or 4% at December 31, 2009, as the Company retained its focus on prime or low risk paper.

The remainder of the consumer loan portfolio at December 31, 2009 was composed of direct automobile loans, credit card loans and other consumer loans. The Company’s direct automobile loans amounted to $30.6 million, or 0.5% of the Company’s total loan portfolio. The Company’s credit card loans totaled $44.6 million, or 0.8% of the Company’s total loan portfolio at such date. The Company’s other personal consumer loans amounted to $74.0 million, or 1.3% of the Company’s total loan portfolio at December 31, 2009.

In January 2008, the Company sold $30.4 million in credit card loans, and recorded a gain of $6.9 million on the sale. The sale did not include credit card holders in the Company’s current banking markets. The Company has not had, and does not anticipate, a significant change in its current national credit card market origination operations. There were no similar credit card sales during the twelve months ended December 31, 2009.

Loan Maturities

The following table sets forth the scheduled contractual maturities of the Company’s loan portfolio at December 31, 2009, unadjusted for scheduled principal reductions, prepayments or repricing opportunities. Demand loans, loans having no stated schedule of repayments and no stated maturity and overdraft loans are reported as due in one year or less. The average life of a loan may be substantially less than the contractual terms because of prepayments. As a result, scheduled contractual amortization of loans is not reflective of the expected term of the Company’s loan portfolio. Of the loans with maturities greater than one year, approximately 60% of the value of these loans bears a fixed rate of interest.

TABLE 2 – LOAN MATURITIES BY TYPE

(dollars in thousands)	One Year Or Less		One Through Five Years		After Five Years		Total
Commercial real estate	$	907,694	$	1,298,917	$	293,232	$	2,499,843
Commercial business		327,725		571,653		318,636		1,218,014
Mortgage		84,608		154,074		769,570		1,008,252
Consumer		373,970		301,578		382,708		1,058,256
Total	$	1,693,997	$	2,326,222	$	1,764,146	$	5,784,365

Mortgage Loans Held for Sale

Loans held for sale increased $3.4 million, or 5.4%, to $66.9 million at December 31, 2009 compared to $63.5 million at December 31, 2008. The increase in the balance over 2008 is a result of increased origination activity during 2009. The Company originated $1.6 billion in mortgage loans during 2009, with $351 million during the fourth quarter alone. Originations were $669 million, or 72.9%, higher than during 2008. In the fourth quarter of 2009, originations were $168 million, or 91.8%, higher than the same period of 2008. The volume of mortgage loan sales was also significantly higher in 2009. Total 2009 sales of $1.6 billion were $653 million, or 70.3%, higher than in 2008. Fourth quarter sales in 2009 were $146 million, or 77.2%, higher than in the same period of 2008.

Loans held for sale have primarily been fixed rate single-family residential mortgage loans under contract to be sold in the secondary market. In most cases, loans in this category are sold within thirty days. Buyers generally have recourse to return a purchased loan to the Company under limited circumstances. Recourse conditions may include early payment default, breach of representations or warranties, and documentation deficiencies. During 2009, an insignificant number of loans were returned to the Company.

Asset Quality

Over time, the loan portfolio has transitioned to be more representative of a commercial bank. Accordingly, there is the potential for a higher level of return for investors, but also the potential for higher charge-off and nonperforming levels. In recognition of this, management has tightened underwriting guidelines and procedures, adopted more conservative loan charge-off and nonaccrual guidelines, rewritten the loan policy and developed an internal loan review function. As a result of management’s enhancements to underwriting risk/return dynamics within the loan portfolio over time, the credit quality of the Company’s assets has remained strong. Management believes that historically it has recognized and disclosed significant problem loans quickly and taken prompt action in addressing material weaknesses in those credits.

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

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

The Company utilizes an asset risk classification system in compliance with guidelines established by the Federal Reserve Board as part of its efforts to improve commercial asset quality. In connection with examinations of insured institutions, both federal and state examiners also have the authority to identify problem assets and, if appropriate, classify them. There are three classifications for problem assets: “substandard,” “doubtful” and “loss.” Substandard assets have one or more defined weaknesses and are characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Doubtful assets have the weaknesses of

substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full questionable and there is a high probability of loss based on currently existing facts, conditions and values. An asset classified as loss is not considered collectable and of such little value that continuance as an asset of the Company is not warranted. Commercial loans with adverse classifications are reviewed by the Loan Committee of the Board of Directors at least monthly. Loans are placed on nonaccrual status when, in the judgment of management, the probability of collection of interest is deemed to be insufficient to warrant further accrual. When a loan is placed on nonaccrual status, previously accrued but unpaid interest for the current year is deducted from interest income. Prior year interest is charged-off to the allowance for loan losses.

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

Under Generally Accepted Accounting Principles, the Company is required to account for certain loan modifications or restructurings as “troubled debt restructurings”. In general, the modification or restructuring of a debt constitutes a troubled debt restructuring if the Company for economic or legal reasons related to the borrower’s financial difficulties grants a concession to the borrower that the Company would not otherwise consider under current market conditions. Debt restructurings or loan modifications for a borrower do not necessarily constitute troubled debt restructurings, however, and troubled debt restructurings do not necessarily result in nonaccrual loans.

The following tables set forth the composition of the Company’s nonperforming assets, including accruing loans past due 90 or more days, as of the dates indicated.

TABLE 3 – NONPERFORMING ASSETS AND TROUBLED DEBT RESTRUCTURINGS

	December 31,
(dollars in thousands)	2009			2008			2007			2006			2005
Nonaccrual loans:
Commercial, financial and agricultural	$	694,048		$	21,433		$	30,740		$	745		$	2,377
Mortgage		141,208			2,423			2,098			353			384
Loans to individuals		55,737			3,969			3,268			1,603			2,012
Total nonaccrual loans		890,993			27,825			36,107			2,701			4,773
Accruing loans 90 days or more past due		43,952			2,481			2,655			310			1,003
Total nonperforming loans (1)		934,945			30,306			38,762			3,011			5,776
Foreclosed property		74,092			16,312			9,413			2,008			257
Total nonperforming assets (1)		1,009,037			46,618			48,175			5,019			6,033
Troubled debt restructurings in compliance with modified terms		42,843			—			—			—			—
Total nonperforming assets and troubled debt restructurings (1)	$	1,051,880		$	46,618		$	48,175		$	5,019		$	6,033
Nonperforming loans to total loans (1)		16.16	%		0.81	%		1.13	%		0.13	%		0.30	%
Nonperforming assets to total assets (1)		10.40	%		0.83	%		0.98	%		0.16	%		0.21	%
Nonperforming assets and troubled debt restructurings to total assets (1)		10.84	%		0.83	%		0.98	%		0.16	%		0.21	%

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

	December 31, 2009
(dollars in thousands)	Non- covered Loans			Covered Loans			Total
Nonaccrual loans:
Commercial, financial and agricultural	$	31,029		$	663,019		$	694,048
Mortgage		3,314			137,894			141,208
Loans to individuals		5,504			50,233			55,737
Total nonaccrual loans		39,847			851,146			890,993
Accruing loans 90 days or more past due		4,960			38,992			43,952
Total nonperforming loans		44,807			890,138			934,945
Foreclosed property		15,281			58,811			74,092
Total nonperforming assets		60,088			948,949			1,009,037
Troubled debt restructurings in compliance with modified terms		—			42,843			42,843
Total nonperforming assets and troubled debt restructurings	$	60,088		$	991,792		$	1,051,880
Nonperforming loans to total loans		1.09	%		53.29	%		16.16	%
Nonperforming assets to total assets		0.91	%		31.63	%		10.40	%
Nonperforming assets and troubled debt restructurings to total assets		0.91	%		33.06	%		10.84	%

Nonperforming assets, defined as nonaccrual loans, accruing loans past due 90 days or more and foreclosed property, totaled $1.0 billion, or 10.40 % of total assets, at December 31, 2009, compared to $46.6 million, or 0.83% of total assets, at December 31, 2008. Of the $1.0 billion in nonperforming assets, $968.0 million, or 95.9%, relates to the IBERIABANK franchise, while $41.0 million, or 4.1%, relates to the IBERIABANK fsb franchise. The allowance for loan losses amounted to 0.96% of total loans and 6.0% of total nonperforming loans at December 31, 2009, compared to 1.09% and 134.9%, respectively, at December 31, 2008.

Of the $1.0 billion in nonperforming assets, $948.9 million relates to the former CSB, Orion, and Century banks, and is covered by loss share agreements with the FDIC. Total nonperforming assets for these acquisitions account for 94.0% of total nonperforming assets and 98.0% of total IBERIABANK nonperforming assets. Excluding these loans, the Company’s nonperforming asset ratio would have been 0.91%, eight basis points above the 0.83% at December 31, 2008.

Excluding the IBERIABANK loans covered by loss share agreements, total nonaccrual loans at IBERIABANK were $11.9 million, or 0.38% of total non-covered loans, an increase of $5.4 million, or 83.4%, from December 31, 2008. The increase in nonaccrual loans was driven by an increase in commercial nonaccrual loans of $2.7 million. Despite the increase, total nonaccrual loans increased only 16 basis points. OREO and loans 90 days past due or more still accruing increased $1.8 million and $1.9 million, respectively.

In the IBERIABANK fsb portfolio, total nonperforming assets increased $4.3 million, or 11.8%, driven by an increase in nonaccrual loans of $6.6 million, or 31.0% of nonaccrual loans of $21.3 million at December 31, 2008. The increase in nonaccrual loans was offset by a $2.9 million decrease in OREO properties to $11.3 million at December 31, 2009.

Subsequent to December 31, 2009, the Company downgraded two commercial relationships totaling $16.7 million to nonaccrual status, increasing total nonperforming assets by the same amount.

At December 31, 2009, excluding loans covered by the FDIC loss share agreements, the Company had $67.7 million of commercial assets classified as substandard, one loan at IBERIABANK fsb with a $15,000 balance classified as doubtful, and no assets classified as loss. At such date, the aggregate of the Company’s classified assets amounted to 0.70% of total assets, 1.17% of total loans, and 1.41% of non-covered loans. At December 31, 2008, the aggregate of the Company’s classified assets, $37.2 million, amounted to 0.67% of total assets.

In addition to the problem loans described above, excluding covered loans, there were $68.3 million of loans classified special mention at December 31, 2009, which in management’s opinion were subject to potential future rating downgrades. Special mention loans increased $41.3 million, or 153.0%, from December 31, 2008. Loans rated as special mention totaled $45.8 million at IBERIABANK, or 0.96% of the total loan portfolio and 1.46% of the non-covered loan portfolio, at December 31, 2009. Five relationships accounted for $37.7 million, or 82.5%, of total IBERIABANK special mention loans. At IBERIABANK fsb, special mention loans totaled $22.5 million, or 2.24%, of the total IBERIABANK fsb loan portfolio. Seven relationships accounted for $17.6 million, or 78.4%, of total IBERIABANK fsb special mention loans.

Allowance for Loan Losses

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

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

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

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

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

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

Acquired loans follow the reserve standard set in ASC Topic No. 310-30 (formerly AICPA Statement of Position (SOP) 03-3, Accounting for Certain Loans or Debt Securities Acquired in a Transfer). At acquisition, the Company reviews each loan to determine whether there is evidence of deterioration in credit quality since origination and if it is probable that the Company will be unable to collect all amounts due according to the loan’s contractual terms. The Company considers expected prepayments and estimates the amount and timing of undiscounted expected principal, interest and other cash flows for each loan meeting the criteria above, and determines the excess of the loan’s scheduled contractual principal and contractual interest payments over all cash flows expected at acquisition as an amount that should not be accreted (nonaccretable difference). The remaining amount, representing the excess of the loan’s or pool’s cash flows expected to be collected over the amount paid, is accreted into interest income over the remaining life of the loan or pool (accretable yield). The Company records a discount on these loans at acquisition to record them at their realizable cash flow. As a result, acquired loans subject to ASC Topic No. 310-30 are excluded from the calculation of loan loss reserves at the acquisition date.

Loans acquired in the CSB, Orion, and Century acquisitions were recorded at their acquisition date fair value, which was based on expected cash flows and included an estimation of expected future loan losses. As a result, the loans acquired are excluded from the calculation of loan loss reserves and thus no provision for loan losses is recorded for these loans in the current period consolidated financial statements. Under current accounting principles, information regarding the Company’s estimate of loan fair values may be adjusted for a period of up to one year as the Company continues to refine its estimate of expected future cash flows in the acquired portfolio. Within a one year period, if the Company discovers that it has materially underestimated the loan losses inherent in the loan portfolio at the acquisition date, it will retroactively reduce or eliminate the gain recorded on the acquisition. Beyond the one year period, if the Company determines that losses arose after the acquisition date, the additional losses will be reflected as a provision for loan losses.

Additional information on the allowance process is provided in Note 1 to the Consolidated Financial Statements.

Based on facts and circumstances available, management of the Company believes that the allowance for loan losses was adequate at December 31, 2009 to cover any probable losses in the Company’s loan portfolio. However, future adjustments to the allowance may be necessary, and the Company’s results of operations could be adversely affected if circumstances differ substantially from the assumptions used by management in determining the allowance for loan losses.

The following table presents the allocation of the allowance for loan losses and the percentage of the total amount of loans in each loan category listed as of the dates indicated.

TABLE 4 – ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES

	December 31,
	2009				2008				2007				2006				2005
	Reserve %		% of Loans		Reserve %		% of Loans		Reserve %		% of Loans		Reserve %		% of Loans		Reserve %		% of Loans
Commercial, financial and agricultural	78	%	64	%	78	%	62	%	68	%	58	%	71	%	55	%	50	%	48	%
Real estate – mortgage	3		17		3		13		4		17		4		19		14		22
Real estate – construction	—		1		—		1		7		1		—		2		1		2
Loans to individuals	19		18		19		24		21		24		25		24		28		28
Unallocated	—		—		—		—		—		—		—		—		7		—
Total allowance for loan losses	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%

The allowance for loan losses amounted to $55.8 million, or 0.96% and 6.0% of total loans and total nonperforming loans, respectively, at December 31, 2009 compared to 1.09% and 134.9%, respectively, at December 31, 2008. The 13 basis point decrease in allowance coverage of total loans is attributable to the increase in loan balances from the FDIC-assisted acquisitions in 2009. The covered loans totaled $1.7 billion at December 31, 2009. Excluding these covered loans, the allowance as a percentage of non-covered loans was 1.36%, a 27 basis point increase. The decrease in the coverage of nonperforming loans is also a result of the covered nonperforming loans, as well as general increases in nonaccrual loan levels for most portfolios at both IBERIABANK and IBERIABANK fsb.

Net charge-offs for 2009 were $30.6 million, or 0.73% of total average loans, up from $10.0 million, or 0.28%, in 2008. The increase in net charge-offs is a result of the increase in the size of the loan portfolio and credit quality, specifically at IBERIABANK fsb. Net charge-off percentage for the IBERIABANK fsb portfolio was 2.22% in 2009. Net charge-offs were 0.33% of average loans for IBERIABANK for the year ended December 31, 2009.

The following table sets forth the activity in the Company’s allowance for loan losses during the periods indicated.

TABLE 5 – SUMMARY OF ACTIVITY IN THE ALLOWANCE FOR LOAN LOSSES

	Year Ended December 31,
(dollars in thousands)	2009			2008			2007			2006			2005
Allowance at beginning of period	$	40,872		$	38,285		$	29,922		$	38,082		$	20,116
Addition due to purchase transaction		—			—			8,746			—			4,893
Adjustment for loans transferred to held for sale		—			—			—			—			(350	)
Provision charged (reversed) to operations		45,370			12,568			1,525			(7,803	)		17,069
Provision recorded through acquisition gain adjustment		147
Charge-offs:
Commercial, financial and agricultural		25,204			7,696			956			336			1,432
Mortgage		311			128			56			97			471
Loans to individuals		7,752			5,057			3,694			2,188			3,638
Total charge-offs		33,267			12,881			4,706			2,621			5,541
Recoveries:
Commercial, financial and agricultural		1,016			1,164			1,118			539			539
Mortgage		67			56			84			36			3
Loans to individuals		1,563			1,680			1,597			1,689			1,353
Total recoveries		2,646			2,900			2,799			2,264			1,895
Net charge-offs		30,621			9,981			1,907			357			3,646
Allowance at end of period	$	55,768		$	40,872		$	38,285		$	29,922		$	38,082
Allowance for loan losses to nonperforming assets (1)		5.53	%		87.7	%		79.5	%		596.2	%		631.2	%
Allowance for loan losses to total loans at end of period		0.96	%		1.09	%		1.12	%		1.34	%		1.98	%
Net charge-offs to average loans		0.73	%		0.28	%		0.06	%		0.02	%		0.20	%

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

Investment Securities

The following table shows the carrying values of securities by category as of the dates indicated.

TABLE 6 – CARRYING VALUE OF SECURITIES

	December 31,
(dollars in thousands)	2009				2008				2007				2006				2005
Securities available for sale:
U.S. Government- sponsored enterprise obligations	$	241,168	15	%	$	76,617	9	%	$	65,174	8	%	$	169,805	29	%	$	97,443	17	%
Obligations of state and political subdivisions		50,460	3			44,681	5			44,769	6			40,654	7			39,731	7
Mortgage backed securities		1,020,939	65			706,472	79			634,466	79			348,373	60			406,321	71
Other securities		7,909	—			973	—			974	—			—	—			—	—
Total securities available for sale		1,320,476	83			828,743	93			745,383	93			558,832	96			543,495	95
Securities held to maturity:
U.S. Government- sponsored enterprise obligations		155,713	10			5,031	1			8,050	1			8,063	1			8,075	2
Obligations of state and political subdivisions		65,540	4			52,745	6			47,648	6			9,038	2			13,285	2
Mortgage backed securities		39,108	3			2,957	—			3,796	—			5,419	1			7,727	1
Total securities held to maturity		260,361	17			60,733	7			59,494	7			22,520	4			29,087	5
Total securities	$	1,580,837	100	%	$	889,476	100	%	$	804,877	100	%	$	581,352	100	%	$	572,582	100	%

All of the Company’s mortgage-backed securities are agency securities. The Company does not hold any Fannie Mae or Freddie Mac preferred stock, corporate equity, collateralized debt obligations, collateralized loan obligations, structured investment vehicles, private label collateralized mortgage obligations, sub-prime, Alt-A, or second lien elements in its investment portfolio.

Investment securities increased by an aggregate of $691.4 million, or 77.7%, from $889.5 million at December 31, 2008 to $1.6 billion at December 31, 2009. The increase was due to the acquisition of $299.1 million in securities from the Company’s three 2009 acquisitions, as well as purchases of investment securities of $1.5 billion, which were offset by $762.2 million in maturities, prepayments and calls, and $338.1 million from sales of investment securities.

During 2007, the carrying value was also affected by a $0.3 million write-down of a security management deemed to be other than temporarily impaired. The write-down was associated with the loss of the credit enhancement provided by a monoline insurer of a municipal revenue bond held by the Company. No other declines in fair value were deemed other-than-temporary. During 2009 and 2008, there were no other-than-temporary impairment charges recorded on the Company’s investment portfolio. At December 31, 2009, the Company’s investment portfolio did not contain any securities that are directly backed by subprime or Alt-A mortgages.

Funds generated as a result of sales and prepayments are used to fund loan growth and purchase other securities. The Company continues to monitor market conditions and take advantage of market opportunities with appropriate rate and risk return elements. Note 4 of the Consolidated Financial Statements provides further information on the Company’s investment securities.

Short-term Investments

Short-term investments result from excess funds that fluctuate daily depending on the funding needs of the Company and are currently invested overnight in interest-bearing deposit accounts at the FHLB of Dallas and Atlanta, the total balance of which earns interest at the current FHLB discount rate. The balance in interest-bearing deposits at other institutions decreased $105.4 million, or 56.6%, from $186.1 million at December 31, 2008 to $80.7 million at December 31, 2009. The decrease is a result of excess cash from the Company’s common and preferred stock issuances in December 2008. The funds had not been fully deployed into other earning assets at the end of 2008. The average rate on these funds during 2009 was 0.25%, compared to 2.01% during 2008.

Other Assets

The following table details the changes in other asset balances at the dates indicated.

TABLE 7 – OTHER ASSETS COMPOSITION

	December 31,
(dollars in thousands)	2009		2008		2007		2006		2005
Cash and cash equivalents (1)	$	175,397	$	345,865	$	123,105	$	84,905	$	126,800
Premises and equipment		137,426		131,404		122,452		71,007		55,010
Bank-owned life insurance		70,813		67,921		64,955		46,705		44,620
Goodwill		227,080		236,761		231,177		92,779		93,167
Core deposit intangibles		26,342		16,193		16,736		6,291		7,409
Title plant and other intangibles		6,722		6,729		6,714		—		—
Accrued interest receivable		32,869		19,633		22,842		15,514		14,145
FHLB and FRB stock		61,716		29,673		37,998		22,378		20,272
Fed funds sold		261,421		9,866		—		—		—
Other real estate owned		74,092		16,312		9,414		2,008		256
Swap market value		32,697		20,559		4,623		2,840		1,463
FDIC loss share receivable		1,034,734		—		—		—		—
Investment in new market tax credit entities		104,200		—		—		—		—
Other		79,011		25,511		22,616		18,904		25,920
Total	$	2,324,520	$	926,427	$	662,632	$	363,331	$	389,062

⁽¹⁾ Cash and cash equivalents include short-term investments noted previously.

The $170.5 million decrease in cash and due from banks results from the Company’s redemption of its preferred stock issued to the U.S. Treasury in March 2009. In addition, the Company has deployed the proceeds from its common stock issuance in December 2008 to fund loan growth, invest in additional investment securities, and pay down its short-term debt. These decreases were offset by cash acquired in the CSB acquisition during the third quarter of 2009 and the Orion and Century cash acquired in the fourth quarter of 2009.

The $6.0 million increase in premises and equipment in 2009 is a result of the additional branches the Company opened during 2009. Disposals of the Company’s Pulaski Bank and Pulaski Mortgage Company signage as part of the Companies’ name change during the second quarter of 2009 offset the increase in premises and equipment. As part of the disposal, the Company recorded a $0.6 million loss that is recorded in noninterest expense in the Company’s consolidated statement of income for the year ended December 31, 2009.

The $2.9 million increase in the Company’s bank-owned life insurance balance is a result of earnings on existing policies during 2009.

There was no goodwill created during 2009 as a result of the Company’s acquisitions. Because the fair value of assets acquired exceeded the fair value of liabilities assumed, the Company recorded gains on the transactions in accordance with generally accepted accounting principles. The decrease of $9.7 million from December 31, 2008 was the result of an impairment charge at the Company’s LTC subsidiary. The fair value of goodwill was determined to be less than the current carrying amount of the goodwill, and thus the impairment charge was included in the Company’s operating results for the twelve months of 2009.

The $10.1 million increase in core deposit intangibles is due to the Company’s three acquisitions in the current year. The Company recorded an additional $13.0 million in core deposits as a result. The intangible assets created were offset by amortization expense of $2.9 million for the year ended December 31, 2009.

The $13.2 million increase in accrued interest receivable from December 31, 2008 is attributable primarily to loan growth and the timing of interest payments during the year.

The $32.0 million increase in FHLB stock is the result of acquired stock from CSB, Orion and Century, as well as additional investments at IBERIABANK and IBERIABANK fsb made during the year.

Excess liquidity from the Company’s acquisitions led to the $261.4 million in fed funds sold at year-end. Cash acquired from CSB, Orion, and Century, as well as cash paid by the FDIC in the transactions, totaled $496.0 million, which lead to the Company’s excess cash position.

Additional OREO property of $57.8 million in 2009 is the result of the movement of collateral for underperforming loans to OREO at December 31, 2009 for collection.

The increase in the market value of the Company’s derivatives is mostly attributable to additional derivative agreements recorded during 2009.

As part of the three FDIC-assisted acquisitions during 2009, the Company recorded a $1.0 billion receivable from the FDIC, which represents the fair value of the expected reimbursable losses covered by the loss share agreements.

The Company recorded $104.2 million in new market tax credits in the current year based on its investment in qualified tax credit entities.

The $53.5 million increase in other assets since December 31, 2008 is primarily the result of two events. First, the Company has prepaid $23.4 million in deposit insurance assessments to the FDIC. The $23.4 million payment is an estimate of the Company’s deposit insurance liability for the next three years. There were no prepayments of insurance in 2008. Additional prepaid expenses increased as well, including prepaid equipment and software maintenance contracts.

There was no significant change in the Company’s title plant or other intangible asset balances since December 31, 2008.

Funding Sources

Deposits obtained from clients in its primary market areas are the Company’s principal source of funds for use in lending and other business purposes. The Company attracts local deposit accounts by offering a wide variety of accounts, competitive interest rates and convenient branch office locations and service hours. Increasing core deposits through acquisitions and the development of client relationships is a continuing focus of the Company. Borrowings have become an increasingly important funding source as the Company has grown. Other funding sources include short-term and long-term borrowings, subordinated debt and shareholders’ equity. The following discussion highlights the major changes in the mix of deposits and other funding sources during 2009.

Deposits

The Company’s ability to attract and retain customer deposits is critical to the Company’s continued success. Deposits increased $3.6 billion, or 89.1%, during 2009, totaling $7.6 billion at December 31, 2009. $3.0 billion of the 2009 growth was a result of acquired deposits. The Company had organic deposit growth of $543.5 million during the year, accounting for 15.3% of total growth. Almost all of the deposit growth was at the IBERIABANK franchise, as deposit growth was minimal at IBERIABANK fsb.

Total deposit growth includes significant growth in noninterest deposits ($0.4 million, or 58.7%), NOW and savings /money market accounts ($1.7 billion, or 96.7%), and time deposits ($1.5 billion, or 92.4%).

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

TABLE 8 – DEPOSIT COMPOSITION

	December 31,
(dollars in thousands)	2009				2008				2007				2006				2005
Noninterest-bearing DDA	$	985,253	13	%	$	620,637	16	%	$	468,001	13	%	$	354,961	15	%	$	350,065	15	%
NOW accounts		1,241,241	16			821,649	20			828,099	24			628,541	26			575,379	26
Savings and money market		2,253,065	30			954,408	24			766,429	22			588,202	24			554,731	25
Certificates of deposit		3,076,589	41			1,599,122	40			1,422,299	41			850,878	35			762,781	34
Total deposits	$	7,556,148	100	%	$	3,995,816	100	%	$	3,484,828	100	%	$	2,422,582	100	%	$	2,242,956	100	%

Total certificates of deposit increased $1.5 billion, or 92.4%, during the year. Certificates of deposit $100,000 and over increased $922.7 million, or 134.6%, from $685.6 million at December 31, 2008 to $1.6 billion at December 31, 2009. The following table details large-denomination certificates of deposit by remaining maturities.

TABLE 9 – REMAINING MATURITY OF CDS $100,000 AND OVER

	December 31,
(dollars in thousands)	2009		2008		2007
3 months or less	$	442,853	$	216,704	$	186,548
Over 3 - 12 months		752,056		290,452		348,161
Over 12 - 36 months		383,897		134,396		87,618
More than 36 months		29,516		44,087		17,607
Total	$	1,608,322	$	685,639	$	639,934

Additional information regarding deposits is provided in Note 9 of the Consolidated Financial Statements.

Borrowings and Debt

The Company may obtain advances from the FHLB of Dallas based upon the common stock it owns in the FHLB of Dallas and certain of its real estate loans and investment securities, provided certain standards related to the Company’s creditworthiness have been met. These advances are made pursuant to several credit programs, each of which has its own interest rate and range of maturities. The level of short-term borrowings can fluctuate significantly on a daily basis depending on funding needs and the source of funds chosen to satisfy those needs.

Total short-term borrowings increased $55.1 million, or 26.5%, to $263.4 million at December 31, 2009 compared to $208.2 million at December 31, 2008. The increase in borrowings was a result of two primary factors. The Company’s short-term FHLB borrowings increased $32.0 million from December 31, 2008, due primarily to short-term funding needs. In addition, the Company’s securities sold under agreements to repurchase increased $23.1 million and mostly relates to the Company’s acquisitions. Despite the increase, total short-term debt was only 3.0% of total liabilities and 26.1% of total borrowings at December 31, 2009, which compares favorably to 4.3% and 26.8%, respectively, at December 31, 2008.

The Company’s short-term borrowings at December 31, 2009 were comprised of $90.0 million of advances from the FHLB of Dallas and $173.4 million of repurchase agreements.

The average amount of short-term borrowings in 2009 was $197.8 million, compared to $205.1 million in 2008. The weighted average rate on short-term borrowings was 0.66% at December 31, 2009, compared to 2.14% at December 31, 2008. For additional information regarding short-term borrowings, see Note 10 of the Consolidated Financial Statements.

The Company’s long-term borrowings increased $177.4 million, or 31.2%, to $745.9 million at December 31, 2009, compared to $568.5 million at December 31, 2008. The increase in borrowings from December 31, 2008 is a result of two actions during the year. First, the Company executed its strategy to lengthen the terms of FHLB advances to take advantage of a lower interest rate environment. The Company’s long-term advances increased $149.5 million during 2009. In addition, the increase was due to the borrowings assumed from the Company’s CSB, Orion, and Century acquisitions.

The majority of the Company’s long-term borrowings, $552.7 million, were comprised of fixed-rate advances from the FHLB of Dallas and Atlanta which cannot be paid off without incurring substantial prepayment penalties. Remaining FHLB advances of $20.0 million consist of variable rate advances based on three-month LIBOR.

The Company’s remaining debt consists of $111.6 million of junior subordinated deferrable interest debentures of the Company and a $25.0 million subordinated capital note to a correspondent bank. The debentures are issued to statutory trusts that were funded by the issuance of floating rate capital securities of the trusts and qualify as Tier 1 Capital for regulatory purposes. Interest is payable quarterly and may be deferred at any time at the election of the Company for up to 20 consecutive quarterly periods. During any deferral period, the Company is subject to certain restrictions, including being prohibited from declaring dividends to its common shareholders. During 2009, the Company did not issue additional trust preferred securities. The securities are redeemable by the Company in whole or in part after five years, or earlier under certain circumstances.

The following table summarizes each outstanding issue of junior subordinated debt. For additional information, see Note 11 of the Consolidated Financial Statements.

TABLE 10 – JUNIOR SUBORDINATED DEBT COMPOSITION

(dollars in thousands)
Date Issued	Term	Callable After(4)	Interest Rate(5)		Amount
Correspondent bank note
July 2008	7 years	—	LIBOR plus 3.000	%	$	25,000
Junior subordinated debt
March 2000(1)	30 years	—	10.875	%	$	7,692
March 2001(2)	30 years	—	10.180	%		8,024
November 2002	30 years	5 years	LIBOR plus 3.250	%		10,310
June 2003	30 years	5 years	LIBOR plus 3.150	%		10,310
March 2003 (3)	30 years	5 years	LIBOR plus 3.150	%		6,186
September 2004	30 years	5 years	LIBOR plus 2.000	%		10,310
October 2006	30 years	5 years	LIBOR plus 1.600	%		15,464
June 2007	30 years	5 years	LIBOR plus 1.435	%		10,310
November 2007	30 years	5 years	LIBOR plus 2.640	%		25,775
March 2008	30 years	5 years	LIBOR plus 3.500	%		7,217
Balance, December 31, 2009					$	136,598

⁽¹⁾ Obtained via the PIC acquisition

⁽²⁾ Obtained via the Pocahontas acquisition

⁽³⁾ Obtained via the American Horizons acquisition.

⁽⁴⁾ Subject to regulatory requirements.

⁽⁵⁾ The interest rate on the Company’s junior subordinated debt, excluding the debt acquired in the PIC and Pocahontas acquisitions, is indexed to LIBOR and is based on the 3-month LIBOR rate. At December 31, 2009, the 3-month LIBOR rate was 0.2506%.

Shareholders’ Equity

Shareholders’ equity provides a source of permanent funding, allows for future growth and provides the Company with a cushion to withstand unforeseen adverse developments. At December 31, 2009, shareholders’ equity totaled $954.2 million, an increase of $220.0 million, or 30.0%, compared to $734.2 million at December 31, 2008. The following table details the changes in shareholders’ equity during 2009.

TABLE 11 – CHANGES IN SHAREHOLDERS’ EQUITY

(dollars in thousands)	Amount
Balance, December 31, 2008	$	734,208
Common stock issued		164,644
Preferred stock and warrant redemption Net income		(89,078 151,250	)
Reissuance of treasury stock under management incentive plans, net of shares surrendered		4,831
Cash dividends declared - common stock		(25,002	)
Cash dividends declared - preferred stock and accretion		(3,251	)
Increase in other comprehensive income		10,122
Share-based compensation cost		6,586
Equity activity of joint venture		(95	)
Balance, December 31, 2009	$	954,215

In April 2007, the Board of Directors of the Company authorized a share repurchase program authorizing the repurchase of up to 300,000 shares of the Company’s outstanding common stock, or approximately 1.4% of total shares outstanding. As of December 31, 2009, the Company had 149,029 shares remaining for repurchase under the plan.

Stock repurchases generally are affected through open market purchases, and may be made through unsolicited negotiated transactions. During 2009, the Company did not repurchase any shares of its common stock.

In March 2010, the Company completed the sale of 5,973,207 shares of its common stock in an underwritten public offering at a price of $57.75 per share. The shares include 778,402 shares pursuant to the exercise of the underwriters’ over-allotment option. The net proceeds of the offering, after deducting underwriting discounts and commissions and estimated offering expenses, were $329.0 million.

Although the issuance of the common stock in March 2010 did not have a dilutive effect on the per share results of operations for the years ended December 31, 2009, 2008, and 2007, the outstanding shares will affect per share results in future periods.

For more information on the Company’s common stock issuance, see Note 21 of the Consolidated Financial Statements.

RESULTS OF OPERATIONS

The Company reported income available to common shareholders of $147.9 million, $39.6 million, and $41.3 million for the years ended December 31, 2009, 2008 and 2007, respectively. Earnings per share (“EPS”) on a diluted basis were $8.03 for 2009, $2.97 for 2008, and $3.21 for 2007. During 2009, interest income increased $6.6 million, interest expense decreased $28.6 million, the provision for loan losses increased $32.8 million, noninterest income increased $241.1 million, noninterest expense increased $62.0 million and income tax expense increased $70.0 million. Cash earnings, defined as net income before the net of tax amortization of acquisition intangibles, amounted to $153.1 million, $41.5 million and $42.7 million for the years ended December 31, 2009, 2008 and 2007, respectively. Included in operating results for the year ended December 31, 2009 are the results of operations of CSB from the acquisition date of August 21, 2009 and the results of operations of Orion and Century from the acquisition date of November 13, 2009.

Net Interest Income

Net interest income is the difference between interest realized on earning assets and interest paid on interest-bearing liabilities and is also the driver of core earnings. As such, it is subject to constant scrutiny by management. The rate of return and relative risk associated with earning assets are weighed to determine the appropriateness and mix of earning assets. Additionally, the need for lower cost funding sources is weighed against relationships with clients and future growth requirements. The Company’s average interest rate spread, which is the difference between the yields earned on earning assets and the rates paid on interest-bearing liabilities, was 2.78%, 2.67%, and 2.73% during the years ended December 31, 2009, 2008, and 2007, respectively. The Company’s net interest margin on a taxable equivalent (TE) basis, which is net interest income (TE) as a percentage of average earning assets, was 3.09%, 3.03%, and 3.13% during the years ended December 31, 2009, 2008 and 2007, respectively.

Net interest income increased $35.1 million, or 25.5%, in 2009 to $172.8 million compared to $137.6 million in 2008. This increase was due to a $6.6 million, or 2.5%, increase in interest income, along with a $28.6 million, or 22.7%, decrease in interest expense. The improvement in net interest income was the result of increased volume, but was tempered by a compression in net interest spread and margin ratios. Rate compression was driven in part by the decrease in short-term interest rates during the year and the associated repricing of the Company’s assets.

In 2008, net interest income increased $14.1 million, or 11.4%, to $137.6 million compared to $123.5 million in 2007. This increase was due to a $1.6 million, or 0.6%, increase in interest income, along with a $12.5 million, or 9.0%, decrease in interest expense. The improvement in net interest income was the result of increased volume due to growth, as well as an improved mix of earning assets and deposits. Although earnings improved through increased net interest income, the related net interest spread and margin ratios compressed, a result of a decrease in short-term interest rates during 2008.

In order to modify its sensitivity to interest rate volatility through rate repricing, the Company has executed interest rate swap transactions, which are a form of derivative financial instruments, to modify its net interest sensitivity to levels deemed to be appropriate. Through these derivatives, the Company manages interest rate risk by hedging with an interest rate swap contract designed to pay fixed and receive floating interest.

Average loans made up 72.7% of average earning assets as of December 31, 2009 as compared to 75.9% at December 31, 2008. Average loans increased $630.3 million, or 17.8%, in 2009. The increase in average loans was funded by increased customer deposits and other borrowings. Average investment securities made up 18.7% of average earning assets at December 31, 2009 compared to 18.8% at December 31, 2008. Average interest-bearing deposits made up 84.0% of average interest-bearing liabilities at December 31, 2009 compared to 81.6% at December 31, 2008. Average short- and long-term borrowings made up 4.1% and 11.9% of average interest-bearing liabilities at December 31, 2009, respectively, compared to 5.0% and 13.5% at December 31, 2008. Tables 12 and 13 further display the changes in net interest income.

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

TABLE 12 – AVERAGE BALANCES, NET INTEREST INCOME AND INTEREST YIELDS / RATES

	Years Ended December 31,
(dollars in thousands)	2009							2008							2007
						Average							Average							Average
	Average					Yield/		Average					Yield/		Average					Yield/
	Balance			Interest		Rate		Balance			Interest		Rate		Balance			Interest		Rate
Earning assets:
Loans receivable:
Mortgage loans	$	598,237		$	32,402	5.42	%	$	554,943		$	32,633	5.88	%	$	565,232		$	33,164	5.87	%
Commercial loans (TE)		2,614,425			127,640	4.97			2,113,145			119,234	5.68			1,760,012			119,994	6.88
Consumer and other loans		953,474			60,240	6.32			867,715			61,787	7.12			787,748			60,081	7.63
Total loans		4,166,136			220,282	5.35			3,535,803			213,654	6.07			3,112,992			213,239	6.88
Loans held for sale		72,489			3,450	4.76			59,551			3,471	5.83			71,180			4,440	6.24
Investment securities (TE)		1,070,701			42,707	4.20			876,380			42,404	5.08			809,884			40,537	5.25
Other earning assets		423,743			3,948	0.27			188,694			4,298	2.28			68,357			4,030	5.89
Total earning assets		5,733,069			270,387	4.79			4,660,428			263,827	5.72			4,062,413			262,246	6.53
Allowance for loan losses		(44,735	)						(39,138	)						(36,752	)
Nonearning assets		683,481							585,074							547,828
Total assets	$	6,371,815						$	5,206,364						$	4,573,489
Interest-bearing liabilities:
Deposits:
NOW accounts	$	971,990		$	7,961	0.82	%	$	817,708		$	12,131	1.48	%	$	816,376		$	20,785	2.55	%
Savings and money market accounts		1,286,254			18,533	1.44			937,026			19,957	2.13			764,275			20,837	2.73
Certificates of deposit		1,809,992			49,189	2.72			1,604,973			64,288	4.01			1,344,446			62,675	4.66
Total interest-bearing deposits		4,068,236			75,683	1.86			3,359,707			96,376	2.87			2,925,097			104,297	3.57
Short-term borrowings		197,824			1,328	0.66			205,120			4,458	2.14			357,743			15,938	4.39
Long-term debt		578,505			20,591	3.51			554,288			25,349	4.50			349,898			18,492	5.21
Total interest-bearing liabilities		4,844,565			97,602	2.01			4,119,115			126,183	3.05			3,632,738			138,727	3.81
Noninterest-bearing demand deposits		628,742							509,769							439,296
Noninterest-bearing liabilities		107,137							49,314							35,666
Total liabilities		5,580,444							4,678,198							4,107,700
Shareholders’ equity		791,371							528,166							465,789
Total liabilities and shareholders’ equity	$	6,371,815						$	5,206,364						$	4,573,489
Net earning assets	$	888,504						$	541,313						$	429,675
Net interest spread				$	172,785	2.78	%				$	137,644	2.67	%				$	123,519	2.73	%
Net interest income (TE) / Net interest margin (TE)				$	179,067	3.09	%				$	142,546	3.03	%				$	128,265	3.13	%

The following table displays the dollar amount of changes in interest income and interest expense for major components of earning assets and interest-bearing liabilities. The table distinguishes between (i) changes attributable to volume (changes in average volume between periods times the average yield/rate for the two periods), (ii) changes attributable to rate (changes in average rate between periods times the average volume for the two periods), and (iii) total increase (decrease).

TABLE 13 – SUMMARY OF CHANGES IN NET INTEREST INCOME

	2009 / 2008								2008 / 2007
	Change Attributable To								Change Attributable To
						Total									Total
						Increase									Increase
(dollars in thousands)	Volume		Rate			(Decrease)			Volume			Rate			(Decrease)
Earning assets:
Loans receivable:
Mortgage loans	$	2,434	$	(2,665	)	$	(231	)	$	(605	)	$	74		$	(531	)
Commercial loans (TE)		25,111		(16,705	)		8,406			22,463			(23,223	)		(760	)
Consumer and other loans		4,074		(5,621	)		(1,547	)		5,435			(3,730	)		1,705
Loans held for sale		679		(700	)		(21	)		(692	)		(278	)		(970	)
Investment securities (TE)		8,524		(8,221	)		303			3,280			(1,412	)		1,868
Other earning assets		3,793		(4,143	)		(350	)		3,149			(2,880	)		269
Total net change in income on earning assets		44,615		(38,055	)		6,560			33,030			(31,449	)		1,581
Interest-bearing liabilities:
Deposits:
NOW accounts		1,985		(6,155	)		(4,170	)		34			(8,689	)		(8,655	)
Savings and money market accounts		7,682		(9,106	)		(1,424	)		5,335			(6,213	)		(878	)
Certificates of deposit		7,460		(22,560	)		(15,100	)		11,155			(9,542	)		1,613
Borrowings		417		(8,305	)		(7,888	)		3,795			(8,419	)		(4,624	)
Total net change in expense on interest-bearing liabilities		17,544		(46,126	)		(28,582	)		20,319			(32,863	)		(12,544	)
Change in net interest spread	$	27,071	$	8,071		$	35,142		$	12,711		$	1,414		$	14,125

Interest income includes interest income earned on earning assets as well as applicable loan fees earned. Interest income that would have been earned on nonaccrual loans had they been on accrual status is not included in the data reported above.

Provision for Loan Losses

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

On a consolidated basis, the Company recorded a provision for loan losses of $45.4 million in 2009, an increase of $32.8 million over the $12.6 million provision recorded in 2008. The increase in the provision is a result of loan growth in IBERIABANK and IBERIABANK fsb’s portfolios, as well as higher charge-offs during the current year. The increase in the provision can also be attributable to a decrease in overall asset quality during 2009, as the Company had higher levels of past due loans, especially in the IBERIABANK portfolio. Loans past due in the consolidated loan portfolio totaled $253.0 million at December 31, 2009, an increase of $219.6 million over December 31, 2008. $223.5 million, or 88.4%, of total past dues were related to the former CSB, Orion, and Century portfolios. Excluding these loans, the Company’s past due loans at December 31, 2009 were $29.4 million, a decrease of 11.7% from December 31, 2008. The following table illustrates loans past due 30 days or more, including nonaccrual loans, as a percentage of loans outstanding.

TABLE 14 – PAST DUE LOANS

	December 31,
	2009		2008
IBERIABANK
30+ days past due	5.03	%	0.69	%
Non-accrual loans	17.96	%	0.22	%
Total past due loans	22.99	%	0.92	%
IBERIABANK
(Excluding FDIC Covered Assets)
30+ days past due	0.58	%	0.69	%
Non-accrual loans	0.38	%	0.22	%
Total past due loans	0.96	%	0.92	%
IBERIABANK fsb
30+ days past due	1.12	%	1.57	%
Non-accrual loans	2.78	%	2.53	%
Total past due loans	3.90	%	4.10	%
IBERIABANK Corporation
(Excluding FDIC Covered Assets)
30+ days past due	0.71	%	0.89	%
Non-accrual loans	0.96	%	0.74	%
Total past due loans	1.67	%	1.63	%
IBERIABANK Corporation
30+ days past due	4.35	%	0.89	%
Non-accrual loans	15.33	%	0.74	%
Total past due loans	19.68	%	1.63	%

Past due loans, including nonaccrual loans, were 19.68% of total loans at December 31, 2009. Excluding the loans covered by loss share agreements, past due loans were 1.67% of total loans at December 31, 2009, a modest four basis point increase over December 31, 2008. In the IBERIABANK loan portfolio, excluding covered loans, past due loans increased four basis points as well, to 0.96% of total loans at December 31, 2009. IBERIABANK fsb’s past due ratio of 3.90% at December 31, 2009 is 20 basis points below the 4.10% at December 31, 2008.

Net charge-offs were $30.6 million in 2009, or an annualized chargeoff percentage of 0.73%. Net charge-offs for 2008 were at 0.28% of the consolidated loan portfolio. Year-to-date charge-offs totaled $11.0 million in the IBERIABANK loan portfolio and $19.7 million in the IBERIABANK fsb loan portfolio. The increase in net charge-offs over 2008 is a result of increased IBERIABANK fsb charge-offs during the current year, primarily in the commercial and credit card portfolios, as the Company has seen asset quality decline in the IBERIABANK fsb markets. Chargeoffs at IBERIABANK were seen in the commercial and consumer loan portfolios. Net charge-offs during 2009 included recoveries of $2.6 million, a decrease of $0.3 million from 2008.

Although some credit deterioration has been noted, the Company believes the allowance is adequate at December 31, 2009 to cover probable losses in the Company’s loan portfolio. The allowance for loan losses as a percentage of outstanding loans, net of unearned income, decreased only 13 basis points from 1.09% at December 31, 2008 to 0.96% at December 31, 2009. Although this ratio has decreased slightly since 2008, the Company continues to conclude adequate coverage of probable losses as supported by adequate coverage ratios.

Excluding loans covered by the FDIC loss share agreements, the Company’s allowance is 1.36% of non-covered loans. On the same basis, the Company’s allowance at December 31, 2009 is 124.5% of total nonperforming loans. The Company’s provision for loan losses covered net chargeoffs in 2009 1.5 times and covers 100% of nonperforming loans not subject to loss share reimbursement.

Noninterest Income

The Company reported noninterest income of $333.0 million in 2009 compared to $91.9 million for 2008. The following table illustrates the primary components of noninterest income for the years indicated.

TABLE 15 – NONINTEREST INCOME

						Percent					Percent
						Increase					Increase
(dollars in thousands)	2009			2008		(Decrease)		2007			(Decrease)
Service charges on deposit accounts	$	22,986		$	23,025	(0.2	)%	$	19,964		15.3	%
ATM/debit card fee income		7,975			6,820	16.9			4,934		38.2
Income from bank owned life insurance		2,892			2,966	(2.5	)		3,530		(16.0	)
Gain on sale of loans, net		35,108			25,295	38.8			16,744		51.1
Gain (loss) on sale of assets		(644	)		832	(177.4	)		132		532.7
Gain (loss) on sale of investments, net		6,736			1,137	492.4			1,415		(19.6	)
Gain on acquisitions		227,342				100.0
Impairment of investment securities		—			—	—			(302	)	(100.0	)
Title revenue		18,476			19,003	(2.8	)		17,293		9.9
Broker commission income		4,592			5,528	(16.9	)		5,487		0.8
Other income		7,523			7,326	2.7			7,397		(1.0	)
Total noninterest income	$	332,986		$	91,932	262.2	%	$	76,594		20.0	%

Service charges on deposit accounts decreased slightly in 2009. The decrease was a result of lower NSF fees charged to customers. The $0.8 million decrease in NSF fees was offset by a similar increase in analysis and service fees attributable to the Company’s larger customer base. Service charges increased $3.1 million in 2008 primarily due to the addition of accounts related to the ANB acquisition, as well as an increase in customer base in Louisiana and Arkansas.

An expanding cardholder base led to a $1.2 million increase in ATM and debit card income in 2009. ATM/debit card fee income increased $1.9 million in 2008 due to the expanded cardholder base and increased usage by customers. In addition, the Company earned income of $0.3 million from the conversion of its MasterCard debit cards to VISA debit cards during the third quarter of 2008.

The $0.1 million decrease in income earned from bank owned life insurance was attributable to slightly lower returns on the Company’s policies during 2009. There were no additional policies purchased during 2009. Income from bank owned life insurance decreased $0.6 million in 2008 as the Company received the proceeds from a death benefit of $0.9 million on an insured former employee during the first quarter of 2007. The decrease in income was offset by earnings from additional policies purchased during 2007 and 2008.

Additional mortgage origination and sale activity at the Company’s IMC subsidiary increased gains on the sale of loans $9.8 million for the twelve months of 2009 when compared to the same period in 2008. Total 2009 sales of $1.6 billion were $653 million, or 70.3%, higher than in 2008. Gains in 2008 increased $8.6 million over 2007 primarily due to the $6.9 million gain on the sale of approximately $30.4 million in credit card receivables during the first quarter of 2008, consistent with past practices at IBERIABANK fsb. Additional volume of originations and sales produced by IMC accounted for the remainder of the increase over 2007.

The Company recorded a loss of $0.6 million on the sale of assets during 2009. The loss on the disposal of relates primarily to the disposal of Pulaski Bank and PMC signage in connection with the entity’s name change to IBERIABANK fsb and IBERIABANK Mortgage Company. There were no significant disposals during the same periods in 2008. Gains on the sale of assets increased $0.7 million in 2008 due primarily to the sale of the Company’s ATMs during the period to an outsourcing company that is responsible for the operation, maintenance, and repair of the ATM’s. Gains in 2008 also included the sale of a statue from one of IBERIABANK’s branches.

The Company gains on sale of its investments resulted from the sale of $331.4 million in agency and mortgage-backed securities, as well as CMO’s, during 2009, with the proceeds used to invest in higher yielding securities. Gains increased $5.6 million in 2009 based on a higher volume of sales activity. Gains on the sale of investments in 2008 decreased $0.3 million from 2007. The gain recorded in 2007 includes a gain of $0.8 million from the sale of the Company’s Mastercard stock and gains of $0.6 million from the sales of treasuries and agency callable and bullet securities.

As a result of a decrease in title insurance activity, title income decreased $0.5 million during 2009. The Company’s business experienced a seasonal downturn in 2009, as residual business from mortgage financing slowed. Title income increased $1.7 million compared to 2007 primarily due to the acquisitions of United in April of 2007 and AAT in March 2008.

Broker commissions decreased $0.9 million from 2008 as a result of lower dealer transactions during 2009, consistent with the Company’s expectations. The decreased volume is attributable to a weakened overall economy and the availability of excess customer capital. There were no significant changes in broker commission income from 2007 to 2008.

There were no significant changes in other noninterest income during 2009 or 2008 when compared to prior periods.

Noninterest Expense

The Company reported noninterest expense of $223.3 million in 2009 compared to $161.2 million for 2008. Ongoing attention to expense control is part of the Company’s corporate culture. However, the Company’s continued focus on growth through new branches, acquisitions and product expansion have caused increases in several components of noninterest expense. The following table illustrates the primary components of noninterest expense for the years indicated.

TABLE 16 – NONINTEREST EXPENSE

(dollars in thousands)	2009		2008		Percent Increase (Decrease)		2007		Percent Increase
Salaries and employee benefits	$	114,379	$	88,971	28.6	%	$	79,672	11.7	%
Occupancy and equipment		24,337		23,294	4.5			20,035	16.3
Franchise and shares tax		3,242		2,243	44.5			2,470	(9.2	)
Communication and delivery		6,522		6,495	0.4			6,142	5.7
Marketing and business development		5,640		3,342	68.8			3,039	10.0
Data processing		6,922		6,399	8.2			5,819	10.0
Printing, stationery and supplies		2,411		2,065	16.8			2,152	(4.0	)
Amortization of acquisition intangibles		2,893		2,408	20.1			2,198	9.6
Professional services		8,164		5,137	58.9			3,973	29.3
Goodwill impairment		9,681		—	100.0			—	—
Other expenses		39,069		20,872	87.2			14,618	42.8
Total noninterest expense	$	223,260	$	161,226	38.5	%	$	140,118	15.1	%

Salaries and employee benefits increased $25.4 million during 2009 due to higher mortgage incentives paid, as well as increased staffing due to the growth of the Company. The Company expanded into the Houston and Mobile markets in the current year and has begun staffing these new markets. In addition, salaries and benefits expense for the former CSB, Orion, and Century employees retained are included in 2009 operating expenses since their acquisition dates.

Salaries and employee benefits increased $9.3 million in 2008 primarily due to increased staffing associated with the ANB, AAT, and IAM acquisitions, as well as higher mortgage-related commissions. Salaries and benefits expense also include higher share-based employee compensation costs due to new grants during 2008.

An increase in the Company’s rent expense due to new locations drove occupancy and equipment expense up $1.0 million in 2009 when compared to 2008. In addition to locations added in the current year, the Company incurred merger-related occupancy expenses in the latter part of 2009. The increased size of the Company also contributed to the higher repairs and maintenance expense at the Company’s locations in 2009. Occupancy and equipment expense increased $3.3 million in 2008 when compared to 2007 due primarily to the facilities costs associated with new branches at IBERIABANK fsb, as well as an increase in rent expense in the current year from additional LTC locations and renewals of current property rentals. Equipment expense for 2008 also includes equipment rental expense associated with the outsourcing of the operation and maintenance of the Company’s ATMs.

Despite the increase in the number of branches and locations the Company operates, the Company has kept communication and delivery expenses, as well as data processing expenses, stable with 2008. Excluding expenses incurred with the disposal of business forms, stationary, and other office supplies due to the name change to IBERIABANK fsb and IBERIABANK Mortgage Company, company-wide expenses for printing and supplies remained consistent with 2008. Disposal of unusable forms and supplies using the Pulaski and PMC logos totaled $0.1 million in 2009.

Communication and delivery charges and data processing increased $0.4 million and $0.6 million, respectively, in 2008. These increases are primarily a result of merger-related expenses from the ANB acquisition. The FDIC charged the Company deposit processing fees at ANB throughout the second quarter of 2008 from the acquisition date to settlement. The addition of ANB branches in 2008 also increased the Company’s delivery charges.

The $2.3 million increase in marketing and business development expenses during 2009 is a result of the expenses associated with customer mailings regarding the IBERIABANK fsb name change and the CSB, Orion, and Century acquisitions. Expenses totaled $0.1 million for the name change and $0.4 million for the acquisitions. Because the Company entered into new states in 2009, the Company increased advertising and media expenses by $0.5 million in 2009 to promote the franchise in Florida and Alabama. The Company also increased its community relations expense by $0.6 million in the current year to continue to promote the franchise.

Marketing and business development expense increased $0.3 million in 2008 as a result of additional customer notifications, advertisements, and direct mail expenses incurred as a result of growth from the ANB acquisition. 2008 business development expenses also include the cost of customer mailings associated with the switch in ATM and debit card providers from MasterCard to VISA.

The core deposits created in the CSB, Orion, and Century acquisitions during 2009 contributed to the $0.5 million increase in amortization of intangible assets. Amortization of acquisitions intangibles increased $0.2 million in 2008 from 2007 as a result of the additional core deposit intangibles recorded in the ANB acquisition.

Professional services expense was $3.0 million higher in the current year when compared to last year, as the Company incurred additional legal, audit, and consulting expenses as a result of the preferred stock redemption, warrant and fair value valuations, CSB, Orion, and Century acquisitions, and the overall increase in size and complexity of the Company.

Professional services expense increased $1.2 million in 2008 primarily due to higher consulting expenses, legal fees, and independent auditor fees. The Company incurred additional legal and consulting expenses as a result of the ANB acquisition. Legal and audit fees were also incurred as part of the Company’s preferred stock issuance during 2008.

Other noninterest expenses in 2009 include insurance and bond expenses of $10.2 million. Similar expenses in 2008 totaled $3.4 million. The largest increase in expenses is a result of additional FDIC assessments in the current year. The size of the Company’s deposits, as well as a special assessment imposed on all financial institutions during the first and second quarters of 2009, increased the Company’s deposit insurance $6.8 million for year ended December 31, 2009.

Both credit and loan-related expense and ATM/debit card expenses reflect the additional locations and volume of activity resulting from the growth of the IBERIABANK and IBERIABANK fsb franchises. For the year, credit-related expenses increased $1.4 million, while ATM expenses increased $1.1 million. Travel and entertainment expenses increased $1.4 million in 2009, as the Company incurred significant acquisition-related travel expenses as a result of the Alabama and Florida acquisitions. Other expense types, including credit card expenses, bank service charges, and stock market and registration agent fees, did not experience a significant fluctuation from 2008.

Net costs of OREO property increased $6.5 million in the current year, as the Company has increased its collection efforts on its properties included in OREO. The increase in expenses is consistent with an increase in the size of the IBERIABANK and IBERIABANK fsb portfolios, as OREO balances have increased $57.8 million, or 354.2%, since December 31, 2008. In 2009, the Company incurred $5.9 million in property writedowns that are included in these net costs. In addition, the number of properties included in OREO resulted in increased appraisal, property tax, and maintenance expenses. Many of these same expenses were offset by gains on sales in 2008.

Other noninterest expenses increased $6.3 million in 2008 from 2007. Loan related expenses increased $1.1 million as a result of the additional loan collection efforts on the Company’s portfolio. Similarly, net costs of OREO properties increased $1.1 million as the size of the portfolio increased due to collection efforts. Increases in bank service charges, credit card expenses, and ATM/debit card expenses all reflected the additional locations and volume of activity resulting from the growth of the IBERIABANK and IBERIABANK fsb franchises, as well as expenses incurred by United and AAT. Combined, these expenses increased $1.1 million in 2008. Other expenses also included higher FDIC deposit insurance premiums. The $2.3 million increase in FDIC premiums in 2008 was due to a larger deposit base from the ANB acquisition and organic growth. The increase in premiums was also due to the expiration of a one-time credit in 2008.

Income Taxes

For the years ended December 31, 2009, 2008, and 2007, the Company incurred income tax expense of $85.9 million, $15.9 million, and $17.2 million, respectively. The Company’s effective tax rate amounted to 36.2%, 28.5%, and 29.3% during 2009, 2008 and 2007, respectively. The difference between the effective tax rate and the statutory tax rate primarily relates to variances in items that are non-taxable or non-deductible, primarily the effect of tax-exempt income, the non-deductibility of part of the amortization of acquisition intangibles, and various tax credits taken. The difference in the effective tax rates for the periods presented is a result of the relative tax-exempt interest income levels during the respective periods. The increase in the Company’s effective tax rate in 2009 is primarily caused by an increase in income taxes at the Company’s IBERIABANK subsidiary. With IBERIABANK’s expansion into Florida and Alabama in 2009, income generated in those states, included the Company’s gain on acquisitions, is subject to state taxes and therefore increased income tax expense in the current year. For more information, see Note 13 of the Consolidated Financial Statements.

CAPITAL RESOURCES

Federal regulations impose minimum regulatory capital requirements on all institutions with deposits insured by the Federal Deposit Insurance Corporation. The Federal Reserve Board (“FRB”) imposes similar capital regulations on bank holding companies. Compliance with bank and bank holding company regulatory capital requirements, which include leverage and risk-based capital guidelines, are monitored by the Company on an ongoing basis. Under the risk-based capital method, a risk weight is assigned to balance sheet and off-balance sheet items based on regulatory guidelines. At December 31, 2009, the Company exceeded all regulatory capital ratio requirements with a Tier 1 leverage capital ratio of 9.90%, a Tier 1 risk-based capital ratio of 13.21% and a total risk-based capital ratio of 14.58%.

At December 31, 2009, both IBERIABANK and IBERIABANK fsb also exceeded all regulatory capital ratio requirements with Tier 1 leverage capital ratios of 8.40% and 10.35%, Tier 1 risk-based capital ratios of 12.18% and 12.45% and total risk-based capital ratios of 13.50% and 13.69%, respectively.

For additional information on the Company’s capital ratios, see Note 15 to the Consolidated Financial Statements.

Regulatory capital ratios will be significantly affected by the common stock issuance in March 2010. The net proceeds of $329.0 million qualify as Tier 1 capital for regulatory purposes. Assuming the proceeds from the issuance were received on December 31, 2009, the Company’s regulatory capital ratios would have been as follows:

	Pro-forma Capital
(dollars in thousands)	Amount		Percent
Tier 1 Leverage	$	1,108,905	13.51	%
Tier 1 Risk-Based	$	1,108,905	17.80	%
Total Risk-Based	$	1,189,686	19.09	%

LIQUIDITY

The Company’s liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities. The Company manages its liquidity with the objective of maintaining sufficient funds to respond to the needs of depositors and borrowers and to take advantage of earnings enhancement opportunities. The primary sources of funds for the Company are deposits, borrowings, repayments and maturities of loans and investment securities, securities sold under agreements to repurchase, as well as funds provided from operations. Certificates of deposit scheduled to mature in one year or less at December 31, 2009 totaled $2.3 billion. Based on past experience, management believes that a significant portion of maturing deposits will remain with the Company. Additionally, the

majority of the investment security portfolio is classified by the Company as available-for-sale which provides the ability to liquidate securities as needed. Due to the relatively short planned duration of the investment security portfolio, the Company continues to experience significant cash flows on a normal basis.

The following table summarizes the Company’s cash flows for the years ended December 31, 2009, 2008, and 2007:

(dollars in thousands)	2009			2008			2007
Cash flow (used in) provided by operations	$	(227,156	)	$	46,365		$	73,570
Cash flow used in investing		(241,837	)		(220,268	)		(420,619	)
Cash flow provided by financing		298,525			396,663			385,249
Net (decrease) increase in cash and cash equivalents	$	(170,468	)	$	222,760		$	38,200

The Company’s operating cash flow decreased $273.5 million in 2009, primarily as a result of two factors. First, the Company sold fed funds of $261.4 million at December 31, 2009 due to excess liquidity. Liquidity exceeded short-term funding needs due to the cash acquired from the Orion and Century banks, as well as cash paid by the FDIC in settlement of the acquisitions. Funds sold were offset by income of $151.3 million and a noncash provision for loan losses of $45.4 million.

Cash flows provided by operations during 2008 were $27.2 million lower than the same period in 2007. The decrease was primarily due to a decrease in net income of $1.4 million and an increase of $9.2 million in net fundings of loans held for sale. Operating cash flow was also negatively affected by the assets acquired in the ANB acquisition during 2008.

Cash used in investing activities was $21.6 million higher than in 2008. Investing cash flow was negatively affected by the use of funds to purchase investment securities during 2009. Net cash outflow for investment security activity was $362.2 million higher than in 2008. Net investment purchases totaled $393.2 million for 2009. Cash flow was positively affected by cash received in acquisition transactions of $496.0 million, which includes both the cash at the acquiring institutions and cash paid by the FDIC.

Cash used in investing activities decreased $200.4 million in 2008 compared to the same period in 2007 primarily due to the cash received during the ANB acquisition. Net cash inflow from the acquisitions was $128.5 million during 2008, a $134.3 million increase in cash inflow over 2007. The sale of a portion of the Company’s credit card receivables during 2008 for $37.4 million provided additional cash inflow. Investing cash outflow was also positively impacted by a decrease in net loan funding of $83.8 million and a decrease in purchases of property and equipment of $6.6 million.

Cash provided by financing activities was $298.5 million in 2009, $98.1 million lower than in 2008. The decrease was primarily a result of the repayments of long-term debt in 2009, as the Company repaid $380.7 million of long-term FHLB advances and subordinated debt in 2009. In addition, the Company repaid its outstanding preferred stock and redeemed the associated warrants for $89.1 million and paid common and preferred stock dividends of $26.7 million. Cash received from the Company’s common stock issuance in July 2009 offset these uses of cash. Total proceeds from the 4.4 million shares issued were $164.6 million. In addition, the Company had an increase in deposits, net of acquired deposits, of $529.4 million, $202.5 million higher than in 2008.

Although cash provided by financing activities only increased $11.4 million from 2007 to 2008, the Company’s financing activities significantly affected its balance sheet position, and more specifically total capital and funding sources. The Company increased its deposits through organic growth and received proceeds of $109.9 million and $90.0 million from its common and preferred stock issuances. The cash flow provided by these activities allowed the Company to decrease its short term borrowings by $227.9 million through pay downs and extension of borrowings to longer-term financing.

While scheduled cash flows from the amortization and maturities of loans and securities are relatively predictable sources of funds, deposit flows and prepayments of loan and investment securities are greatly influenced by general

interest rates, economic conditions and competition. The FHLB of Dallas provides an additional source of liquidity to make funds available for general requirements and also to assist with the variability of less predictable funding sources. At December 31, 2009, the Company had $662.7 million of outstanding advances from the FHLB of Dallas. Additional advances available at December 31, 2009 from the FHLB of Dallas amounted to $960.4 million. The Company and IBERIABANK also have various funding arrangements with commercial banks providing up to $145 million in the form of federal funds and other lines of credit. At December 31, 2009, there was no balance outstanding on these lines and all of the funding was available to the Company.

Liquidity management is both a daily and long-term function of business management. Excess liquidity is generally invested in short-term investments such as overnight deposits. On a longer-term basis, the Company maintains a strategy of investing in various lending and investment security products. The Company uses its sources of funds primarily to meet its ongoing commitments and fund loan commitments. The Company has been able to generate sufficient cash through its deposits, as well as borrowings, and anticipates it will continue to have sufficient funds to meet its liquidity requirements.

ASSET/ LIABILITY MANAGEMENT AND MARKET RISK

The principal objective of the Company’s asset and liability management function is to evaluate the interest rate risk included in certain balance sheet accounts, determine the appropriate level of risk given the Company’s business focus, operating environment, capital and liquidity requirements and performance objectives, establish prudent asset concentration guidelines and manage the risk consistent with Board approved guidelines. Through such management, the Company seeks to reduce the vulnerability of its operations to changes in interest rates. The Company’s actions in this regard are taken under the guidance of the Senior Management Planning Committee. The Senior Management Planning Committee normally meets monthly to review, among other things, the sensitivity of the Company’s assets and liabilities to interest rate changes, local and national market conditions and interest rates. In connection therewith, the Senior Management Planning Committee generally reviews the Company’s liquidity, cash flow needs, maturities of investments, deposits, borrowings and capital position.

The objective of interest rate risk management is to control the effects that interest rate fluctuations have on net interest income and on the net present value of the Company’s earning assets and interest-bearing liabilities. Management and the Board are responsible for managing interest rate risk and employing risk management policies that monitor and limit this exposure. Interest rate risk is measured using net interest income simulation and asset/liability net present value sensitivity analyses. The Company uses financial modeling to measure the impact of changes in interest rates on the net interest margin and predict market risk. Estimates are based upon numerous assumptions including the nature and timing of interest rate levels including yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows and others. These analyses provide a range of potential impacts on net interest income and portfolio equity caused by interest rate movements.

Included in the modeling are instantaneous parallel rate shifts scenarios, which are utilized to establish exposure limits. These scenarios are known as “rate shocks” because all rates are modeled to change instantaneously by the indicated shock amount, rather than a gradual rate shift over a period of time that has traditionally been more realistic.

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

Shift in Interest Rates (in bps)	% Change in Projected Net Interest Income
+200	3.9	%
+100	1.3
- 100	-3.7
- 200	-8.4

The influence of using the forward curve as of December 31, 2009 as a basis for projecting the interest rate environment would approximate a 1.1% increase in net interest income. The computations of interest rate risk shown above do not necessarily include certain actions that management may undertake to manage this risk in response to anticipated changes in interest rates.

The rate environment is a function of the monetary policy of the FRB. The principal tools of the FRB for implementing monetary policy are open market operations, or the purchases and sales of U.S. Treasury and federal agency securities. The FRB’s objective for open market operations has varied over the years, but the focus has gradually shifted toward attaining a specified level of the federal funds rate to achieve the long-run goals of price stability and sustainable economic growth. The federal funds rate is the basis for overnight funding and drives the short end of the yield curve. Longer maturities are influenced by FRB purchases and sales and also expectations of monetary policy going forward. The FRB began to increase the targeted level for the federal funds rate in June 2004 after reaching a then-low of 1.00% in mid-2003. The targeted fed funds rate decreased three times in 2007 by 100 total basis points and ended 2007 at 4.25%. In response to growing concerns about the banking industry and customer liquidity, the fed funds rate decreased seven times to a new all-time low of 0.25% at the end of 2008. The fed funds rate has remained at 0.25% through 2009. The decrease in the fed funds rate has resulted in compressed net interest margin for the Company, as assets have repriced more quickly than the Company’s liabilities. Although management believes that the Company is not significantly affected by changes in interest rates over an extended period of time, any flattening of the yield curve will exert downward pressure on the net interest margin and net interest income.

As part of its asset/liability management strategy, the Company has emphasized the origination of commercial and consumer loans, which typically have shorter terms than residential mortgage loans and/or adjustable or variable rates of interest. The majority of fixed-rate, long-term residential loans are sold in the secondary market to avoid assumption of the rate risk associated with longer duration assets in the current low rate environment. As of December 31, 2009, $3.0 billion, or 51.8%, of the Company’s total loan portfolio had adjustable interest rates. IBERIABANK and IBERIABANK fsb have no significant concentration to any single loan component or industry segment.

The Company’s strategy with respect to liabilities in recent periods has been to emphasize transaction accounts, particularly noninterest or low interest-bearing transaction accounts, which are not sensitive to changes in interest rates. At December 31, 2009, 59.3% of the Company’s deposits were in transaction and limited-transaction accounts, compared to 60.0% at December 31, 2008. Noninterest bearing transaction accounts totaled 13.0% of total deposits at December 31, 2009, compared to 15.5% of total deposits at December 31, 2008.

As part of an overall interest rate risk management strategy, off-balance sheet derivatives may also be used as an efficient way to modify the repricing or maturity characteristics of on-balance sheet assets and liabilities. Management may from time to time engage in interest rate swaps to effectively manage interest rate risk. The interest rate swaps of the Company were executed to modify net interest sensitivity to levels deemed appropriate.

OTHER OFF-BALANCE SHEET ACTIVITIES

In the normal course of business, the Company is a party to a number of activities that contain credit, market and operational risk that are not reflected in whole or in part in the Company’s consolidated financial statements. Such activities include traditional off-balance sheet credit-related financial instruments, commitments under operating leases and long-term debt. The Company provides customers with off-balance sheet credit support through loan commitments, lines of credit and standby letters of credit. Many of the unused commitments are expected to expire unused or be only partially used; therefore, the total amount of unused commitments does not necessarily represent future cash requirements. The Company anticipates it will continue to have sufficient funds together with available borrowings to meet its current commitments. At December 31, 2009, the total approved loan commitments outstanding amounted to $131.1 million. At the same date, commitments under unused lines of credit, including credit card lines, amounted to $1.0 billion. Included in these totals are commercial commitments amounting to $637.7 million as shown in the following table.

TABLE 17 – COMMERCIAL COMMITMENT EXPIRATION PER PERIOD

(dollars in thousands)	Less Than 1 Year		1 – 3 Years		3 – 5 Years		Over 5 Years		Total
Unused commercial lines of credit	$	389,003	$	188,412	$	56,674	$	3,651	$	637,740
Unfunded loan commitments		79,285		—		—		—		79,285
Standby letters of credit		21,341		8,881		—		—		30,222
Total	$	489,629	$	197,293	$	56,674	$	3,651	$	747,247

The Company has entered into a number of long-term leasing arrangements to support the ongoing activities of the Company. The required payments under such commitments and other debt commitments at December 31, 2009 are shown in the following table.

TABLE 18 – CONTRACTUAL OBLIGATIONS AND OTHER DEBT COMMITMENTS

(dollars in thousands)	2010		2011		2012		2013		2014		2015 and After		Total
Operating leases	$	5,309	$	3,834	$	2,967	$	2,366	$	2,177	$	13,743	$	30,396
Certificates of deposit		2,259,678		484,248		271,851		38,944		21,335		533		3,076,589
Short-term borrowings		263,351		—		—		—		—		—		263,351
Long-term debt		138,888		122,644		128,735		45,979		136,334		173,284		745,864
Total	$	2,667,226	$	610,726	$	403,553	$	87,289	$	159,846	$	187,560	$	4,116,200

IMPACT OF INFLATION AND CHANGING PRICES

The consolidated financial statements and related financial data presented herein have been prepared in accordance with generally accepted accounting principles, which generally require the measurement of financial position and operating results in terms of historical dollars, without considering changes in relative purchasing power over time due to inflation. Unlike most industrial companies, the majority of the Company’s assets and liabilities are monetary in nature. As a result, interest rates generally have a more significant impact on the Company’s performance than does the effect of inflation. Although fluctuations in interest rates are neither completely predictable nor controllable, the Company regularly monitors its interest rate position and oversees its financial risk management by establishing policies and operating limits. Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services, since such prices are affected by inflation to a larger extent than interest rates. Although not as critical to the banking industry as to other industries, inflationary factors may have some impact on the Company’s growth, earnings, total assets and capital levels. Management does not expect inflation to be a significant factor in 2010.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA⁽¹⁾

	Years Ended December 31,
(dollars in thousands, except per share data)	2009		2008		2007		2006		2005
Balance Sheet Data
Total assets	$	9,700,402	$	5,583,226	$	4,916,958	$	3,203,036	$	2,852,592
Cash and cash equivalents		175,397		345,865		123,105		84,905		126,800
Loans receivable		5,784,365		3,744,402		3,430,039		2,234,002		1,918,516
Investment securities		1,580,837		889,476		804,877		581,352		572,582
Goodwill and other intangibles		260,144		259,683		254,627		99,070		100,576
Deposit accounts		7,556,148		3,995,816		3,484,828		2,422,582		2,242,956
Borrowings		1,009,215		776,692		893,770		439,602		319,061
Shareholders’ equity		954,215		734,208		498,059		319,551		263,569
Book value per share (2)	$	46.04	$	40.53	$	38.99	$	31.07	$	27.60
Tangible book value per share (2) (4)		33.53		24.20		19.06		21.43		17.07

	Years Ended December 31,
(dollars in thousands, except per share data)	2009		2008		2007		2006			2005
Income Statement Data
Interest income	$	270,387	$	263,827	$	262,246	$	165,292		$	135,248
Interest expense		97,602		126,183		138,727		73,770			50,450
Net interest income		172,785		137,644		123,519		91,522			84,798
Provision for (reversal of) loan losses		45,370		12,568		1,525		(7,803	)		17,069
Net interest income after provision for (reversal of) loan losses		127,415		125,076		121,994		99,325			67,729
Noninterest income		332,986		91,932		76,594		23,450			26,141
Noninterest expense		223,260		161,226		140,118		72,545			63,708
Income before income taxes		237,141		55,782		58,470		50,230			30,162
Income taxes		85,891		15,870		17,160		14,535			8,162
Net income	$	151,250	$	39,912	$	41,310	$	35,695		$	22,000
Earnings per share – basic	$	8.10	$	3.04	$	3.31	$	3.67		$	2.33
Earnings per share – diluted		8.03		2.97		3.21		3.48			2.19
Cash earnings per share – diluted		8.13		3.09		3.32		3.56			2.27
Cash dividends per share		1.36		1.36		1.34		1.22			1.00

	At or For the Years Ended December 31,
	2009		2008		2007		2006		2005
Key Ratios (3)
Return on average assets	2.37	%	0.77	%	0.90	%	1.19	%	0.81	%
Return on average common equity	19.16		7.59		8.87		12.86		8.41
Return on average tangible common equity (4)	29.28		15.64		18.86		21.94		13.80
Equity to assets at end of period	9.84		13.15		10.13		9.98		9.24
Earning assets to interest-bearing liabilities	118.34		113.14		111.83		116.07		114.92
Interest rate spread (5)	2.78		2.67		2.73		2.99		3.23
Net interest margin (TE) (5) (6)	3.09		3.03		3.13		3.42		3.54
Noninterest expense to average assets	3.50		3.10		3.06		2.41		2.34
Efficiency ratio (7)	44.14		70.23		70.02		63.10		57.43
Tangible efficiency ratio (TE) (4) (5)	42.91		67.27		66.71		59.70		54.21
Common stock dividend payout ratio	16.90		46.98		41.61		33.64		43.56
Asset Quality Data
Nonperforming assets to total assets at end of period (8)	10.40	%	0.83	%	0.98	%	0.16	%	0.21	%
Allowance for loan losses to nonperforming loans at end of period (8)	5.96		134.87		98.77		993.76		659.29
Allowance for loan losses to total loans at end of period	0.96		1.09		1.12		1.34		1.98
Consolidated Capital Ratios
Tier 1 leverage capital ratio	9.90	%	11.27	%	7.42	%	9.01	%	7.65	%
Tier 1 risk-based capital ratio	13.21		14.07		9.32		11.81		10.70
Total risk-based capital ratio	14.58		15.69		10.37		13.06		11.96

(1) 2007 Balance Sheet, Income Statement, and Asset Quality Data, as well as Key Ratios and Capital Ratios, are impacted by the Company’s acquisitions of PIC on January 31, 2007 and Pocahontas on February 1, 2007. 2009 Balance Sheet, Income Statement, and Asset Quality Data, as well as Key Ratios and Capital Ratios, are impacted by the Company’s acquisitions of CSB on August 21, 2009 and Orion and Century on November 13, 2009.

(2) Shares used for book value purposes exclude shares held in treasury and unreleased shares held by the Employee Stock Ownership Plan at the end of the period.

(3) With the exception of end-of-period ratios, all ratios are based on average daily balances during the respective periods.

(4) Tangible calculations eliminate the effect of goodwill and acquisition related intangible assets and the corresponding amortization expense on a tax-effected basis where applicable.

(5) Interest rate spread represents the difference between the weighted average yield on earning assets and the weighted average cost of interest-bearing liabilities. Net interest margin represents net interest income as a percentage of average earning assets.

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

(7) The efficiency ratio represents noninterest expense as a percentage of total revenues. Total revenues are the sum of net interest income and noninterest income.

(8) Nonperforming loans consist of nonaccruing loans and loans 90 days or more past due. Nonperforming assets consist of nonperforming loans and repossessed assets.

MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Board of Directors of

IBERIABANK Corporation

The management of IBERIABANK Corporation (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.

All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

The Company’s management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on our assessment, management believes that, as of December 31, 2009, the Company’s internal control over financial reporting is effective based on those criteria.

The Company’s independent registered public accounting firm has also issued an attestation report on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2009.

/s/ Daryl G. Byrd	/s/ Anthony J. Restel
Daryl G. Byrd	Anthony J. Restel
President and Chief Executive Officer	Senior Executive Vice President and Chief Financial Officer

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

IBERIABANK Corporation

We have audited IBERIABANK Corporation’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). IBERIABANK Corporation’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, IBERIABANK Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of IBERIABANK Corporation as of December 31, 2009 and 2008, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009 and our report dated March 15, 2010, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

New Orleans, Louisiana

March 15, 2010

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

IBERIABANK Corporation

We have audited the accompanying consolidated balance sheets of IBERIABANK Corporation as of December 31, 2009 and 2008, and the related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009. 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. 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 financial statements referred to above present fairly, in all material respects, the consolidated financial position of IBERIABANK Corporation at December 31, 2009 and 2008, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2009 in conformity with U.S. generally accepted accounting principles.

As discussed in Note 1 to the consolidated financial statements, IBERIABANK Corporation changed its method of accounting for business combinations during 2009. In addition, as discussed in Note 2 to the consolidated financial statements, IBERIABANK Corporation changed its method of computing earnings per share during 2009.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), IBERIABANK Corporation’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 15, 2010, expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

New Orleans, Louisiana

March 15, 2010

IBERIABANK CORPORATION AND SUBSIDIARIES

Consolidated Balance Sheets

December 31, 2009 and 2008

(dollars in thousands, except share data)	2009			2008
Assets
Cash and due from banks	$	94,674		$	159,716
Interest-bearing deposits in banks		80,723			186,149
Total cash and cash equivalents		175,397			345,865
Fed funds sold		261,421			9,866
Securities available for sale, at fair value		1,320,476			828,743
Securities held to maturity, fair values of $260,798 and $60,950, respectively		260,361			60,733
Mortgage loans held for sale		66,945			63,503
Loans covered by loss share agreement		1,670,466			—
Non-covered loans, net of unearned income		4,113,899			3,744,402
Total loans, net of unearned income		5,784,365			3,744,402
FDIC loss share receivable		1,034,734			—
Allowance for loan losses		(55,768	)		(40,872	)
Loans and related loss receivable, net		6,763,331			3,703,530
Premises and equipment, net		137,426			131,404
Goodwill		227,080			236,761
Other assets		487,965			202,821
Total Assets	$	9,700,402		$	5,583,226
Liabilities
Deposits:
Noninterest-bearing	$	985,253		$	620,637
Interest-bearing		6,570,895			3,375,179
Total deposits		7,556,148			3,995,816
Short-term borrowings		263,351			208,213
Long-term debt		745,864			568,479
Other liabilities		180,824			76,510
Total Liabilities		8,746,187			4,849,018
Shareholders’ Equity
Preferred stock, $1 par value and liquidation value per share of $1,000; 5,000,000 shares authorized; 90,000 shares issued and outstanding in 2008		—			87,779
Common stock, $1 par value – 50,000,000 shares authorized; 22,106,659 and 17,674,759 shares issued, respectively		22,107			17,677
Additional paid-in capital		632,086			474,209
Retained earnings		341,621			218,818
Accumulated other comprehensive income		22,416			12,294
Treasury stock at cost – 1,359,411 and 1,773,939 shares, respectively		(64,015	)		(76,569	)
Total Shareholders’ Equity		954,215			734,208
Total Liabilities and Shareholders’ Equity	$	9,700,402		$	5,583,226

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

IBERIABANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income

Years Ended December 31, 2009, 2008 and 2007

(dollars in thousands, except per share data)	2009			2008			2007
Interest and Dividend Income
Loans, including fees	$	220,282		$	213,654		$	213,239
Mortgage loans held for sale, including fees		3,450			3,471			4,440
Investment securities:
Taxable interest		38,487			38,547			36,869
Tax-exempt interest		4,220			3,857			3,668
Other		3,948			4,298			4,030
Total interest and dividend income		270,387			263,827			262,246
Interest Expense
Deposits		75,683			96,376			104,297
Short-term borrowings		1,328			4,458			15,938
Long-term debt		20,591			25,349			18,492
Total interest expense		97,602			126,183			138,727
Net interest income		172,785			137,644			123,519
Provision for loan losses		45,370			12,568			1,525
Net interest income after provision for loan losses		127,415			125,076			121,994
Noninterest Income
Service charges on deposit accounts		22,986			23,025			19,964
ATM/debit card fee income		7,975			6,820			4,934
Income from bank owned life insurance		2,892			2,966			3,530
Gain on sale of loans, net		35,108			25,295			16,744
Gain on sale of assets		(644	)		832			132
Gain on acquisition		227,342			—			—
Gain on sale of investments, net		6,736			1,137			1,113
Gains (losses) on swaps		202			(280	)		(726	)
Net cash settlements on swaps		(326	)		5			590
Title revenue		18,476			19,003			17,293
Broker commissions		4,592			5,528			5,487
Other income		7,647			7,601			7,533
Total noninterest income		332,986			91,932			76,594
Noninterest Expense
Salaries and employee benefits		114,379			88,971			79,672
Occupancy and equipment		24,337			23,294			20,035
Franchise and shares tax		3,242			2,244			2,470
Communication and delivery		6,522			6,495			6,142
Marketing and business development		5,640			3,342			3,039
Data processing		6,922			6,399			5,819
Printing, stationery and supplies		2,411			2,065			2,151
Amortization of acquisition intangibles		2,893			2,408			2,198
Professional services		8,164			5,137			3,973
Goodwill Impairment		9,681			—			—
Other expenses		39,069			20,871			14,619
Total noninterest expense		223,260			161,226			140,118
Income before income tax expense		237,141			55,782			58,470
Income tax expense		85,891			15,870			17,160
Net Income		151,250			39,912			41,310
Preferred Stock Dividends		(3,350	)		(348	)		—
Income Available to Common Shareholders – Basic	$	147,900		$	39,564		$	41,310
Earnings Allocated to Unvested Restricted Stock		(3,733	)		(1,045	)		(926	)
Earnings Available to Common Shareholders – Diluted		144,167			38,519			40,384
Earnings per common share – Basic	$	8.10		$	3.04		$	3.31
Earnings per common share – Diluted	$	8.03		$	2.97		$	3.21
Cash dividends declared per common share	$	1.36		$	1.36		$	1.34

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

IBERIABANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

Years Ended December 31, 2009, 2008 and 2007

(dollars in thousands, except share and per share data)	Preferred Stock			Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Income			Treasury Stock			Total
Balance, December 31, 2006	$	—		$	12,379	$	214,483		$	173,794		$	(3,306	)	$	(77,799	)	$	319,551
Comprehensive income:
Net income										41,310									41,310
Change in unrealized gain on securities available for sale, net of deferred taxes													9,352						9,352
Change in fair value of derivatives used for cash flow hedges, net of tax effect													(321	)					(321	)
Total comprehensive income																			50,341
Cash dividends declared, $1.34 per share							20			(17,189	)								(17,169	)
Consolidation of joint venture							60			(4	)								56
Reissuance of treasury stock under stock option plan, net of shares surrendered in payment, including tax benefit, 130,913 shares							1,375									2,572			3,947
Common stock issued for recognition and retention plan							(2,711	)								2,711			—
Common stock issued for acquisition					2,421		143,989												146,410
Share-based compensation cost							4,530												4,530
Treasury stock acquired at cost, 168,021 shares																(9,607	)		(9,607	)
Balance, December 31, 2007	$	—		$	14,800	$	361,746		$	197,911		$	5,725		$	(82,123	)	$	498,059
Cumulative effect adjustment –Adoption of EITF 06-4										(71	)								(71	)
Balance after adjustment, December 31, 2007		—			14,800		361,746			197,840			5,725			(82,123	)		497,988
Comprehensive income:
Net income										39,912									39,912
Change in unrealized gain on securities available for sale, net of deferred taxes													7,099						7,099
Change in fair value of derivatives used for cash flow hedges, net of tax effect													(530	)					(530	)
Total comprehensive income																			46,481
Cash dividends declared, $1.36 per share							(33	)		(18,586	)								(18,619	)
Cash dividends declared, preferred stock										(348	)								(348	)
Equity contribution to joint venture							10												10
Reissuance of treasury stock under incentive plan, net of shares surrendered in payment, including tax benefit, 168,860 shares							919									2,788			3,707
Common stock issued for recognition and retention plan							(2,766	)								2,766			—
Common stock issued, net of issuance costs					2,877		106,978												109,855
Preferred stock issued and common stock warrants		87,779					2,249												90,028
Share-based compensation cost							5,106												5,106
Balance, December 31, 2008	$	87,779		$	17,677	$	474,209		$	218,818		$	12,294		$	(76,569	)	$	734,208
Comprehensive income:
Net income										151,250									151,250
Change in unrealized gain on securities available for sale, net of deferred taxes													(2,592	)					(2,592	)
Change in fair value of derivatives used for cash flow hedges, net of tax effect													12,714						12,714
Total comprehensive income																			161,372
Cash dividends declared, $1.36 per share										(25,002	)								(25,002	)
Preferred stock dividend and accretion		99								(3,350	)								(3,251	)
Preferred stock redemption		(87,878	)																(87,878	)
Redemption of preferred warrant							(1,200	)											(1,200	)
Reissuance of treasury stock under incentive plan, net of shares surrendered in payment, including tax benefit, 192,685 shares							(497	)								5,328			4,831
Common stock issued					4,430		160,214												164,644
Common stock issued for recognition and retention plan							(7,226	)								7,226			—
Share-based compensation cost							6,586												6,586
Equity contribution to joint venture										(95	)								(95	)
Balance, December 31, 2009	$	—		$	22,107	$	632,086		$	341,621		$	22,416		$	(64,015	)	$	954,215

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

IBERIABANK CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows

Years Ended December 31, 2009, 2008 and 2007

(dollars in thousands)	2009			2008			2007
Cash Flows from Operating Activities
Net income	$	151,250		$	39,912		$	41,310
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		10,377			11,333			10,834
Amortization of purchase accounting adjustments		(7,051	)		883			(517	)
Provision for loan losses		45,370			12,568			1,525
Noncash compensation expense		6,586			5,106			4,530
(Loss) gain on sale of assets		644			(832	)		(132	)
Loss on impaired securities		—			—			302
Gain on sale of credit card receivables		—			(6,901	)		—
Gain on sale of investments		(6,736	)		(1,137	)		(1,113	)
Goodwill impairment		9,681			—			—
Loss on abandonment of fixed assets		154			—			—
Amortization of premium/discount on investments		3,719			(1,044	)		(2,845	)
Derivative (gains) losses on swaps		(198	)		275			726
Current (benefit) provision for deferred income taxes		77,850			(305	)		2,004
Mortgage loans held for sale
Originations		(1,587,095	)		(928,915	)		(779,145	)
Proceeds from sales		1,618,761			941,500			799,311
Gain on sale of loans, net		(35,108	)		(18,394	)		(16,744	)
Cash retained from tax benefit associated with share-based payment arrangements		(1,346	)		(1,650	)		(796	)
Increase in other assets		(311,898	)		(13,925	)		(3,736	)
Other operating activities, net		(202,116	)		7,891			18,056
Net Cash Provided by (Used in) Operating Activities		(227,156	)		46,365			73,570
Cash Flows from Investing Activities
Proceeds from sales of securities available for sale		338,096			59,895			45,029
Proceeds from maturities, prepayments and calls of securities available for sale		413,221			327,851			289,694
Purchases of securities available for sale		(944,914	)		(415,312	)		(300,783	)
Proceeds from maturities, prepayments and calls of securities held to maturity		349,019			10,286			13,066
Purchases of securities held to maturity		(548,647	)		(13,768	)
Proceeds from sale of loans		—			37,402			—
Increase in loans receivable, net, excluding loans acquired and sale of credit card receivable		(344,310	)		(361,971	)		(445,723	)
Proceeds from sale of premises and equipment		70			3,164			2,864
Purchases of premises and equipment		(16,212	)		(7,492	)		(14,121	)
Proceeds from disposition of real estate owned		15,011			2,148			4,654
Cash received (paid) in excess of cash paid (received) for acquisition		496,015			128,464			(5,836	)
Other investing activities, net		814			9,065			(9,463	)
Net Cash Used in Investing Activities		(241,837	)		(220,268	)		(420,619	)
Cash Flows from Financing Activities
Increase in deposits, net of deposits acquired		529,415			326,954			57,631
Net change in short-term borrowings, net of borrowings acquired		42,561			(227,933	)		194,541
Proceeds from long-term debt		53,531			157,666			200,000
Repayments of long-term debt		(380,659	)		(45,684	)		(45,145	)
Dividends paid to shareholders		(23,355	)		(17,870	)		(16,138	)
Preferred stock dividend paid		(3,350	)		—			—
Proceeds from sale of treasury stock for stock options exercised		4,449			2,787			3,171
Payments to repurchase common stock		(979	)		(762	)		(9,607	)
Preferred stock issued and common stock warrants		(87,878	)		90,000			—
Common stock issued		164,644			109,855			—
Redemption of preferred stock warrant		(1,200	)		—			—
Cash retained from tax benefit associated with share-based payment arrangements		1,346			1,650			796
Net Cash Provided by Financing Activities		298,525			396,663			385,249
Net Increase (Decrease) In Cash and Cash Equivalents		(170,468	)		222,760			38,200
Cash and Cash Equivalents at Beginning of Period		345,865			123,105			84,905
Cash and Cash Equivalents at End of Period	$	175,397		$	345,865		$	123,105
Supplemental Schedule of Noncash Activities
Acquisition of real estate in settlement of loans	$	19,254		$	8,746		$	10,776
Common stock issued in acquisition	$	—		$	—		$	146,410
Transfers of property into Other Real Estate	$	20,575		$	531		$	347
Exercise of stock options with payment in company stock	$	290		$	187		$	529
Supplemental Disclosures
Cash paid for:
Interest on deposits and borrowings	$	104,228		$	128,940		$	134,552
Income taxes, net	$	17,127		$	7,493		$	4,420

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

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION: The consolidated financial statements include the accounts of IBERIABANK Corporation and its wholly owned subsidiaries, IBERIABANK, IBERIABANK fsb (formerly Pulaski Bank and Trust Company, or “Pulaski Bank”), Lenders Title Company (“LTC”), and IBERIA Capital Partners LLC (“ICP”). All significant intercompany balances 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. Certain amounts reported in prior periods have been reclassified to conform to the current period presentation. Such reclassifications had no effect on previously reported shareholders’ equity or net income.

NATURE OF OPERATIONS: The Company offers commercial and retail banking products and services to customers throughout locations in six states through IBERIABANK and IBERIABANK fsb. The Company also operates mortgage production offices in twelve states through IBERIABANK fsb’s subsidiary, IBERIABANK Mortgage Company (“IMC”, formerly Pulaski Mortgage Company, or “PMC”) and offers a full line of title insurance and closing services throughout Arkansas and Louisiana through LTC and its subsidiaries. Upon Financial Industry Regulatory Authority (“FINRA”) approval of its license, ICP will provide equity research, institutional sales and trading, and corporate finance services.

USE OF ESTIMATES: The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Material estimates that are susceptible to significant change in the near term are the allowance for loan losses, valuation of goodwill, intangible assets and other purchase accounting adjustments and share-based compensation.

CONCENTRATION OF CREDIT RISKS: Most of the Company’s business activity is with customers located within the States of Louisiana, Florida, Arkansas, Alabama, Texas, and Tennessee. The Company’s lending activity is concentrated in its primary market areas in those states. The Company has emphasized originations of commercial loans and private banking loans. Repayment of loans is expected to come from cash flows of the borrower. Losses on secured loans are limited by the value of the collateral upon default of the borrowers. The Company does not have any significant concentrations to any one industry or customer.

CASH AND CASH EQUIVALENTS: For purposes of presentation in the consolidated statements of cash flows, cash and cash equivalents are defined as cash, interest-bearing deposits and noninterest-bearing demand deposits at other financial institutions with original maturities less than three months. IBERIABANK and IBERIABANK fsb may be required to maintain average balances on hand or with the Federal Reserve Bank to meet regulatory reserve and clearing requirements. At December 31, 2009 and 2008, the required reserve balances were $6,864,000 and $2,669,000, respectively, for IBERIABANK and $25,000 for both 2009 and 2008 for IBERIABANK fsb. Both IBERIABANK and IBERIABANK fsb had enough cash deposited with the Federal Reserve at December 31, 2009 to cover the required reserve balance.

INVESTMENT SECURITIES: Debt securities that management has the ability and intent to hold to maturity are classified as held to maturity and carried at cost, adjusted for amortization of premiums and accretion of discounts using methods approximating the interest method. Securities not classified as held to maturity or trading, including equity securities with readily determinable fair values, are classified as available for sale and recorded at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Declines in the value of individual held to maturity and available for sale securities below their cost that are other than temporary are included in earnings as realized losses. In estimating other than temporary impairment losses, management considers 1) the length of time and the extent to which the fair value has been less than cost, 2) the financial condition and near-term prospects of the issuer, 3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value, and 4) for debt securities, the recovery of contractual principal and interest. Gains/losses on securities sold are recorded on the trade date, using the specific identification method.

MORTGAGE LOANS HELD FOR SALE: Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses, if any, are recognized through a valuation allowance that is recorded as a charge to income. Loans held for sale have primarily been fixed rate single-family residential mortgage loans under contract to be sold in the secondary market. In most cases, loans in this category are sold within thirty days. These loans are generally sold with the mortgage servicing rights released. Buyers generally have recourse to return a purchased loan to the Company under limited circumstances. Recourse conditions may include early payment default, breach of representations or warranties, and documentation deficiencies. During 2009, an insignificant number of loans were returned to the Company.

LOANS: The Company grants mortgage, commercial and consumer loans to customers. Loans receivable that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are stated at the unpaid principal balances, less the allowance for loan losses and net deferred loan origination fees and unearned discounts. Deferred loan origination fees were $5,098,000 and $3,575,000 and deferred loan expenses were $4,586,000 and $4,760,000 at December 31, 2009 and 2008, respectively. In addition to loans issued in the normal course of business, the Company considers overdrafts on customer deposit accounts to be loans and reclassifies these overdrafts as loans in its consolidated balance sheets. At December 31, 2009 and 2008, overdrafts of $2,117,000 and $1,684,000, respectively, have been reclassified to loans receivable.

Interest income on loans is accrued over the term of the loans based on the principal balance outstanding. Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield, using the interest method.

The accrual of interest on commercial loans is discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in process of collection. Mortgage, credit card and other personal loans are typically charged off to net collateral value, less cost to sell, no later than 180 days past due. Past due status is based on the contractual terms of loans. In all cases, loans are placed on nonaccrual status or charged off at an earlier date if collection of principal or interest is considered doubtful.

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. The impairment loss is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

In general, all interest accrued but not collected for loans that are placed on nonaccrual status or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis method or cost-recovery method, until qualifying for a return to accrual status. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.

ALLOWANCE FOR LOAN LOSSES: The allowance for loan losses is established as losses are estimated to have occurred through a provision charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Changes in the allowance related to impaired loans are charged or credited to the provision for loan losses.

The allowance for loan losses is maintained at a level which, in management’s opinion, is adequate to absorb credit losses inherent in the portfolio. The Company utilizes both peer group analysis, as well as a historical analysis of the Company’s portfolio to validate the overall adequacy of the allowance for loan losses. In addition to these objective criteria, the Company subjectively assesses the adequacy of the allowance for loan losses with consideration given to current economic conditions, changes to loan policies, the volume and type of lending, composition of the portfolio, the level of classified and criticized credits, seasoning of the loan portfolio, payment status and other factors.

In connection with acquisitions, the Company acquires certain loans considered impaired and accounts for these loans under the provisions of the ASC Topic 310 (formerly Statement of Position 03-3 (“SOP 03-3”), Accounting for Certain Loans or Debt Securities Acquired in a Transfer). ASC 310 requires the initial recognition of these loans at the present value of amounts expected to be received. The allowance for loan losses previously associated with these loans does not carry over. Any deterioration in the credit quality of these loans subsequent to acquisition would be considered in the acquirer’s allowance for loan losses.

ACQUISITION ACCOUNTING, COVERED LOANS AND RELATED INDEMNIFICATION ASSET: Beginning in 2009, the Company accounts for its acquisitions under ASC Topic 805, Business Combinations, which requires the use of the purchase method of accounting. All identifiable assets acquired, including loans, are recorded at fair value. No allowance for loan losses related to the acquired loans is recorded on the acquisition date as the fair value of the loans acquired incorporates assumptions regarding credit risk. Loans acquired are recorded at fair value in accordance with the fair value methodology prescribed in ASC Topic 820, exclusive of the shared-loss agreements with the FDIC. The fair value estimates associated with the loans include estimates related to expected prepayments and the amount and timing of undiscounted expected principal, interest and other cash flows.

Over the life of the acquired loans, the Company continues to estimate cash flows expected to be collected on individual loans or on pools of loans sharing common risk characteristics. The Company evaluates at each balance sheet date whether the present value of its loans determined using the effective interest rates has decreased and if so, recognizes a provision for loan loss in its consolidated statement of income. For any increases in cash flows expected to be collected, the Company adjusts the amount of accretable yield recognized on a prospective basis over the loan’s or pool’s remaining life.

Because the FDIC will reimburse the Company for certain acquired loans should the Company experience a loss, an indemnification asset is recorded at fair value at the acquisition date. The indemnification asset is recognized at the same time as the indemnified loans, and measured on the same basis, subject to collectability or contractual limitations. The shared loss agreements on the acquisition date reflect the reimbursements expected to be received from the FDIC, using an appropriate discount rate, which reflects counterparty credit risk and other uncertainties.

The shared loss agreements continue to be measured on the same basis as the related indemnified loans. Because the acquired loans are subject to the accounting prescribed by ASC Topic 310, subsequent changes to the basis of the shared loss agreements also follow that model. Deterioration in the credit quality of the loans (immediately recorded as an adjustment to the allowance for loan losses) would immediately increase the basis of the shared loss agreements, with the offset recorded through the consolidated statement of income. Increases in the credit quality or cash flows of loans (reflected as an adjustment to yield and accreted into income over the remaining life of the loans) decrease the basis of the shared loss agreements, with such decrease being accreted into income over 1) the same period or 2) the life of the shared loss agreements, whichever is shorter. Loss assumptions used in the basis of the indemnified loans are consistent with the loss assumptions used to measure the indemnification asset. Fair value accounting incorporates into the fair value of the indemnification asset an element of the time value of money, which is accreted back into income over the life of the shared loss agreements.

Pursuant to an AICPA letter dated December 18, 2009, the AICPA summarized the SEC staff’s view regarding the accounting in subsequent periods for discount accretion associated with loan receivables acquired in a business combination or asset purchase. Regarding the accounting for such loan receivables that, in the absence of further standard setting, the AICPA understands that the SEC staff would not object to an accounting policy based on contractual cash flows (ASC Topic 310-20 approach) or an accounting policy based on expected cash flows (ASC Topic 310-30 approach). The Company believes analogizing to ASC Topic 310-30 is the more appropriate option to follow in accounting for the fair value discount.

Upon the determination of an incurred loss the indemnification asset will be reduced by the amount owed by the FDIC. A corresponding, claim receivable is recorded until cash is received from the FDIC.

For further discussion of the Company’s acquisitions and loan accounting, see Note 3 and Note 5 to the consolidated financial statements.

OFF-BALANCE SHEET CREDIT RELATED FINANCIAL INSTRUMENTS: The Company accounts for its guarantees in accordance with the provisions of ASC Topic 460 (formerly Financial Accounting Standards Board (“FASB”) Interpretation No. 45, Guarantor’s Accounting and Disclosure Requirements for Guarantees). In the ordinary course of business, the Company has entered into commitments to extend credit, including commitments under credit card arrangements, commercial letters of credit and standby letters of credit. Such financial instruments are recorded when they are funded.

DERIVATIVE FINANCIAL INSTRUMENTS: ASC Topic 815 (formerly Statement of Financial Accounting Standards (“SFAS”) No. 133, Accounting for Derivative Instruments and Hedging Activities) requires that all derivatives be recognized as assets or liabilities in the balance sheet at fair value. The Company may enter into derivative contracts to manage exposure to interest rate risk or to meet the financing needs of its customers.

Interest Rate Swap Agreements

The Company utilizes interest rate swap agreements to convert a portion of its variable-rate debt to a fixed rate (cash flow hedge). Interest rate swaps are contracts in which a series of interest rate flows are exchanged over a prescribed period. The notional amount on which the interest payments are based is not exchanged.

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

In applying hedge accounting for derivatives, the Company establishes a method for assessing the effectiveness of the hedging derivative and a measurement approach for determining the ineffective aspect of the hedge upon the inception of the hedge. These methods are consistent with the Company’s approach to managing risk.

Rate Lock Commitments

The Company enters into commitments to originate loans whereby the interest rate on the prospective loan is determined prior to funding (“rate lock commitments”). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Accordingly, such commitments, along with any related fees received from potential borrowers, are recorded at fair value as derivative assets or liabilities, with changes in fair value recorded in net gain or loss on sale of mortgage loans. The fair value of rate lock commitments was immaterial in 2009 and 2008.

PREMISES AND EQUIPMENT: Land is carried at cost. Buildings and equipment are carried at cost, less accumulated depreciation computed on a straight line basis over the estimated useful lives of 10 to 40 years for buildings and 5 to 15 years for furniture, fixtures and equipment.

OTHER REAL ESTATE: Other real estate includes all real estate, other than bank premises used in bank operations, owned or controlled by the Company, including real estate acquired in settlement of loans. Properties are recorded at the balance of the loan or at estimated fair value less estimated selling costs, whichever is less, at the date acquired. Subsequent to foreclosure, management periodically performs valuations and the assets are carried at the lower of cost or fair value less estimated selling costs. Revenue and expenses from operations, gain or loss on sale and changes in the valuation allowance are included in net expenses from foreclosed assets. Other real estate owned and foreclosed property totaled $74,092,000 and $16,312,000 at December 31, 2009 and 2008, respectively. There was no allowance for losses on foreclosed property at December 31, 2009 and 2008.

GOODWILL AND OTHER INTANGIBLE ASSETS: Goodwill is accounted for in accordance with ASC Topic 350 (formerly SFAS No. 142, Goodwill and Other Intangible Assets), and accordingly is not amortized but is evaluated at least annually for impairment. Definite-lived intangible assets continue to be amortized over their useful lives and evaluated at least quarterly for impairment.

The Company records its title plant assets in accordance with ASC Topic 950 (formerly SFAS No. 61, Accounting for Title Plant). Under ASC Topic 950, costs incurred to construct a title plant, including the costs incurred to obtain, organize, and summarize historical information, are capitalized until the title plant can be used to perform title searches. Purchased title plant, including a purchased undivided interest in title plant, is recorded at cost at the date of acquisition. For title plant acquired separately or as part of a company acquisition, cost is measured as the fair value

of the consideration given. Capitalized costs of title plant are not depreciated or charged to income unless circumstances indicate that the carrying amount of the title plant has been impaired. Impairment identifiers include a change in legal requirements or statutory practices, identification of obsolescence, and abandonment of the title plant, among others identifiers.

TRANSFERS OF FINANCIAL ASSETS: Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when 1) the assets have been isolated from the Company, 2) the transferee obtains the right, free of conditions that constrain it from taking advantage of that right, to pledge or exchange the transferred assets, and 3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

INCOME TAXES: The Company and all subsidiaries file a consolidated federal income tax return on a calendar year basis. The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions through IBERIABANK, IBERIABANK fsb, LTC and their subsidiaries. In lieu of Louisiana state income tax, IBERIABANK is subject to the Louisiana bank shares tax, which is included in noninterest expense or income tax expense in the Company’s consolidated financial statements. With few exceptions, the Company is no longer subject to U.S. federal, state or local income tax examinations for years before 2007.

Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized.

STOCK COMPENSATION PLANS: The Company issues stock options under various plans to directors, officers and other key employees. The Company accounts for its options in accordance with ASC Topics 718 and 505. Under those provisions, the Company has adopted a fair value based method of accounting for employee stock compensation plans, whereby compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. As a result, compensation expense relating to stock options and restricted stock is reflected in net income as part of “Salaries and employee benefits” on the consolidated statements of income. The Company’s practice has been to grant options at no less than the fair market value of the stock at the grant date.

See Note 16 for additional information on the Company’s share-based compensation plans.

EARNINGS PER COMMON SHARE: Basic earnings per share represents income available to common shareholders divided by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance. Potential common shares that may be issued by the Company relate to outstanding stock options and warrants and are determined using the two-class method.

See Note 2 for additional information on the Company’s calculation of earnings per share.

TREASURY STOCK: The purchase of the Company’s common stock is recorded at cost. At the date of retirement or subsequent reissuance, treasury stock is reduced by the cost of such stock with differences recorded in additional paid-in capital or retained earnings, as applicable.

COMPREHENSIVE INCOME: Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities and cash flow hedges, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.

SEGMENT INFORMATION: ASC Topic 280 (formerly SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information) requires the reporting of information about a company’s operating segments using a “management approach”. The Statement requires that reportable segments be identified based upon those revenue-producing components for which separate financial information is produced internally and are subject to evaluation by the chief operating decision maker in deciding how to allocate resources to segments.

The Company reports the results of its operations through four business segments: IBERIABANK, IBERIABANK fsb, IBERIABANK Mortgage Company, and Lenders Title Company.

See Note 14 for additional information on the Company’s segments.

RECENT ACCOUNTING PRONOUNCEMENTS

ASC Topic 105 (formerly FASB Statement No. 168)

In 2009, the Company adopted the provisions of FASB Statement No. 168, “The FASB Accounting Standards Codification” and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162. The FASB Accounting Standards Codification (“Codification”) has become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants, which include the Company. The Codification supersedes all existing non-SEC accounting and reporting standards. All other nongrandfathered non-SEC accounting literature not included in the Codification has therefore become nonauthoritative.

Following Statement No. 168, FASB will not issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, Effective July 1, 2009, changes to the Codification are communicated through an Accounting Standards Update (“ASU”). ASUs will be published for all authoritative U.S. GAAP promulgated by the FASB, regardless of the form in which such guidance may have been issued prior to release of the FASB Codification (e.g., FASB Statements, EITF Abstracts, FASB Staff Positions, etc.). ASUs also will be issued for amendments to the SEC content in the FASB Codification as well as for editorial changes. ASUs will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on changes in the Codification. Throughout the notes to these consolidated financial statements and management’s discussion and analysis, the Company will reference accounting standards the Company has adopted and uses as GAAP. In an effort to conform to the provisions of Statement No. 168, the Company will also reference the new Codification section (“ASC”) that replaces the previous standard reference. Statement No. 168 corresponds to ASC 105 in the current codification.

ASC Topic 805 (formerly SFAS 141(R))

On January 1, 2009, the Company prospectively adopted the provisions of ASC Topic 805, which impacts how the Company applies the acquisition method to business combinations. Significant changes to how the Company accounts for business combinations under this Statement include 1) the acquisition date will be date the Company obtains control, 2) all identifiable assets acquired, liabilities assumed, and noncontrolling interests in the acquiree will be stated at fair value on the acquisition date, 3) assets or liabilities arising from noncontractual contingencies will be measured at their acquisition date fair value only if it is more likely than not that they meet the definition of an asset or liability on the acquisition date, 4) adjustments subsequently made to the provisional amounts recorded on the acquisition date will be made retroactively during a measurement period not to exceed one year, 5) acquisition-related restructuring costs that do not meet certain criteria will be expensed as incurred, 6) transaction costs will be expensed as incurred, 7) reversals of deferred income tax valuation allowances and income tax contingencies will be recognized in earnings subsequent to the measurement period, and 8) the allowance for loan losses of an acquiree will not be permitted to be recognized by the acquirer. Additionally, ASC Topic 805 requires additional disclosures regarding subsequent changes to acquisition-related contingencies, contingent consideration, noncontrolling interests, acquisition-related transaction costs, fair values and cash flows not expected to be collected for acquired loans, and goodwill valuation. The Companies three acquisitions during 2009 were accounted for under ASC Topic 805. For further information, see Note 3 to these consolidated financial statements.

International Financial Reporting Standards (“IFRS”)

In November 2008, the SEC issued a proposed roadmap regarding the potential use by U.S. issuers of financial statements prepared in accordance with IFRS. IFRS is a comprehensive series of accounting standards published by the International Accounting Standards Board (“IASB”). Under the proposed roadmap, the Company may be required to prepare financial statements in accordance with IFRS as early as 2014. The SEC will make a determination in 2011 regarding the mandatory adoption of IFRS. The Company is currently assessing the impact that this potential change would have on its operating results and financial condition, and will continue to monitor the development of the potential implementation of IFRS.

ASC Topic 805 (formerly FSP No. FAS 141(R)-1)

In April 2009, the FASB issued FSP No. FAS 141(R)-1, Accounting for Assets Acquired and Liabilities Assumed in a Business Combination That Arise from Contingencies (“FSP FAS 141(R)-1”). FSP FAS 141(R)-1 amends and clarifies ASC Topic 805 (formerly SFAS 141(R)), to address application issues on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. As issued, ASC Topic 805 required that all contractual contingencies and all noncontractual contingencies that are more likely than not to give rise to an asset or liability be recognized at their acquisition date fair value. All noncontractual contingencies that do not meet the more-likely-than not criterion as of the acquisition date would be accounted for in accordance with other U.S. GAAP, as appropriate, including ASC Topic 450 (formerly FASB Statement No. 5, Accounting for Contingencies). ASC Topic 805 required that when new information is obtained, a liability be measured at the higher of its acquisition-date fair value and the amount that would be recognized by applying guidance in Topic 450. FSP FAS 141(R)-1 clarified the guidance to state an acquirer shall recognize at fair value, at the acquisition date, an asset acquired or a liability assumed in a business combination that arises from a contingency if the acquisition-date fair value of that asset or liability can be determined during the measurement period. The Company has adopted the provisions of this guidance effective January 1, 2009, and adoption did not have a material effect on the operating results, financial position, or liquidity of the Company.

ASC Topic 155 (formerly FASB Statement No. 165)

In 2009, the Company adopted the provisions of ASC Topic 155, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, the Statement sets forth the period after the balance sheet date during which management of the Company should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which the Company should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that the Company should make about events or transactions that occurred after the balance sheet date.

ASC Topic 810 (formerly FASB Statement No. 167)

In September 2009, FASB issued Statement No. 167, Amendments to FASB Interpretation No. 46(R), to improve financial reporting by enterprises involved with variable interest entities. ASC Topic 810 amends Interpretation No.

46(R) to require the Company to perform an analysis to determine whether the Company’s variable interest gives it a controlling financial interest in a variable interest entity (“VIE”). The analysis is designed to identify the primary beneficiary of a VIE as an enterprise that has both the power to direct the activities of the VIE that most significantly impact the economic performance of the entity, as well as the obligation to absorb losses of the VIE that could be significant to the VIE or the right to receive benefits from the entity that could be significant to the VIE. The Statement also amends Interpretation 46(R) to require ongoing reassessments of whether the Company is the primary beneficiary of a VIE. Before this Statement, Interpretation No. 46(R) required reconsideration of whether the Company is the primary beneficiary of a variable interest entity only when specific events occurred. In addition, under Interpretation No. 46(R), a troubled debt restructuring as defined in paragraph 2 of FASB Statement No. 15, Accounting by Debtors and Creditors for Troubled Debt Restructurings (ASC 310), was not an event that required reconsideration of whether an entity is a variable interest entity and whether an enterprise is the primary beneficiary of a variable interest entity. This Statement eliminates that exception. The Company is evaluating the impact the issuance of Topic 810 has on its financial statements, but does not anticipate Topic 810 will have a significant impact the Company’s financial condition, results of operations, or liquidity.

FASB Exposure Draft

Also in September 2009, the FASB issued an Exposure Draft (“ED”) of a proposed Statement of Financial Accounting Standards, Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. The proposed Statement is intended to improve the transparency of financial reporting by requiring enhanced disclosures about the Company’s allowance for credit losses as well as the credit quality of the Company’s loan portfolio.

The proposed disclosures include disclosure of information that enables the users of the Company’s consolidated financial statements to understand the risk characteristics of the Company’s loan portfolio segments, the factors and methodologies used in estimating the Company’s allowance for loan losses for each portfolio, and the activity in both the loan balances and allowance for loan losses for each loan portfolio segment. Additionally, the proposed disclosures include disclosing information by loan portfolio segment that enables users to assess the fair value of the Company’s loans at the end of the reporting period, as well as assess the quantitative and qualitative risks arising from the credit quality of the Company’s loans. Suggested disclosures also include information that enables users to understand the accounting for, and amount of, loans that meet the definition of an impaired loan in ASC Topic 310, as well as loans that are on nonaccrual status. The proposed Statement would be effective beginning with the first interim or annual reporting period ending after December 15, 2009, with early application encouraged. Because the proposed Statement enhances current disclosure requirements, and does not represent a departure from current GAAP, issuance and adoption of the proposed Statement will not affect the Company’s financial position, results of operations, or liquidity, but will require additional disclosures in the Company’s interim and annual consolidated financial statements.

ASU No. 2010-06

In January 2010, the FASB issued ASU No. 2010-06, which provides amendments to ASC subtopic 820-10 that require new disclosures related to fair value measurements. The update requires new disclosures for transfers in and out of Levels 1 and 2 fair value measurements, as well as a description of the reasons for the transfers. In addition, the update requires enhanced disclosure of Level 3 fair value measurement activity, including disclosure of separate information for purchases, sales, issuances, and settlements of Level 3 measurements on a gross basis. Finally, the update provides amendments that clarify existing disclosures about the level of disaggregation of data and input and valuation techniques used to measure fair value on both a recurring and nonrecurring basis.

The new disclosures and clarifications of existing disclosures are effective for interim or annual reporting periods beginning after December 15, 2009, except for the disclosure of gross Level 3 activity, which is effective for periods beginning after December 15, 2010. Because the ASU enhances current disclosure requirements, and does not represent a departure from current GAAP, issuance and adoption of the proposed ASU will not affect the Company’s financial position, results of operations, or liquidity, but will require additional disclosures in the Company’s interim and annual consolidated financial statements.

NOTE 2 – CHANGE IN ACCOUNTING PRINCIPLE – EARNINGS PER SHARE

Accounting Standards Codification Topic No. 260 clarifies share-based payment awards that entitle holders to receive non-forfeitable dividends before vesting should be considered participating securities and thus included in the calculation of basic earnings per share. Effective January 1, 2009, these awards are now included in the calculation of basic earnings per share under the two-class method, a change that reduces both basic and diluted earnings per share. The two-class method allocates earnings for the period between common shareholders and other security holders. The participating awards receiving dividends will be allocated the same amount of income as if they were outstanding shares. All prior period earnings per share data presented have been adjusted retrospectively to conform to the provisions of the principle. Previously, the Company included unvested share payment awards in the calculation of diluted earnings per share under the treasury stock method.

The following tables present the effect the adoption of ASC 260 has on affected financial statement line items, weighted average shares outstanding, and per share amounts for the years ended December 31, 2009, 2008, and 2007. Adoption had no effect on the Company’s retained earnings or other components of equity.

	For the Years Ended December 31,
	2009					2008
	Two-class method			Treasury stock method		Two-class method			Treasury stock method
Income available to common shareholders	$	147,900,000		$	147,899,000	$	39,564,000		$	39,564,000
Distributed and undistributed earnings to unvested restricted stock		(4,024,000	)		—		(1,032,000	)		—
Distributed and undistributed earnings to common shareholders – Basic(1)		143,876,000			147,899,000		38,532,000			39,564,000
Undistributed earnings reallocated to unvested restricted stock		291,000			—		(13,000	)		—
Distributed and undistributed earnings to common shareholders – Diluted	$	144,167,000		$	147,899,000	$	38,519,000		$	39,564,000
Weighted average shares outstanding – Basic (3)		18,210,867			17,753,654		13,045,855			12,688,741
Weighted average shares outstanding – Diluted		17,956,674			17,997,685		12,970,054			13,026,897
Earnings per common share – Basic(1)	$	8.10		$	8.33	$	3.04		$	3.12
Earnings per common share – Diluted	$	8.03		$	8.22	$	2.97		$	3.04
Earnings per unvested restricted stock share – Basic (2)	$	8.80			N/A	$	2.89			N/A
Earnings per unvested restricted stock share – Diluted	$	8.16			N/A	$	2.93			N/A

(1) Total earnings available to common shareholders include distributed earnings of $24,490,000, or $1.38 per weighted average share, and undistributed earnings of $119,386,000, or $6.72 per weighted average share under the two-class method for the year ended December 31, 2009.

(2) Total earnings available to unvested restricted stock include distributed earnings of $685,000, or $1.50 per weighted average share, and undistributed earnings of $3,339,000, or $7.30 per weighted average share, under the two-class method for the year ended December 31, 2009.

(3) Weighted average basic shares outstanding used in the two-class method include 457,213 and 357,114 shares of unvested restricted stock for the years ended December 31, 2009 and 2008, respectively.

	For the Year Ended December 31, 2007
	Two-class method			Treasury stock method
Income available to common shareholders	$	41,310,000		$	41,310,000
Distributed and undistributed earnings to unvested restricted stock		(972,000	)		—
Distributed and undistributed earnings to common shareholders – Basic		40,338,000			41,310,000
Undistributed earnings reallocated to unvested restricted stock		46,000			—
Distributed and undistributed earnings to common shareholders – Diluted	$	40,384,000		$	41,310,000
Weighted average shares outstanding – Basic (1)		12,481,050			12,203,127
Weighted average shares outstanding – Diluted		12,571,580			12,631,267
Earnings per common share – Basic	$	3.31		$	3.39
Earnings per common share – Diluted	$	3.21		$	3.27
Earnings per unvested restricted stock share – Basic	$	3.50			N/A
Earnings per unvested restricted stock share – Diluted	$	3.33			N/A

(1) Weighted average basic shares outstanding used in the two-class method include 277,923 shares of unvested restricted stock for the year ended December 31, 2007.

For the years ended December 31, 2009, 2008, and 2007, the calculations for basic shares outstanding exclude: (a) the weighted average shares owned by the Recognition and Retention Plan (“RRP”) of 513,107, 391,230, and 407,706, respectively, and (b) the weighted average shares in Treasury Stock of 1,569,063, 1,884,549, and 1,979,790, respectively.

The effect from the assumed exercise of 696,026, 373,390, and 326,501 stock options was not included in the computation of diluted earnings per share for the years ended December 31, 2009, 2008, and 2007, respectively, because such amounts would have had an antidilutive effect on earnings per share.

NOTE 3 – ACQUISITION ACTIVITY

American Abstract and Title Company

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

Allocation of the purchase price resulted in goodwill of $4,953,000 and other assets of $47,000.

ANB Financial, N.A.

On May 9, 2008, IBERIABANK fsb entered into a purchase and assumption agreement with the Federal Deposit Insurance Corporation (“FDIC”), as receiver of ANB Financial, N.A., Bentonville, Arkansas (“ANB”). IBERIABANK fsb currently operates eight former ANB offices in Northwest Arkansas.

IBERIABANK fsb advanced $45,863,000 in cash to the FDIC in partial settlement of the difference between the amount of assets purchased by IBERIABANK fsb and deposits and other liabilities assumed, less the premium to be paid by IBERIABANK fsb in the transaction. The assets of ANB purchased by IBERIABANK fsb included $180,046,000 in cash, including fed funds and deposits with the Federal Reserve, $44,923,000 of investment securities, all of which were U.S. Treasury and agency securities, $1,945,000 of loans secured by deposits, and $194,000 of accrued interest. IBERIABANK fsb also acquired $12,874,000 in premises, furniture, fixtures, and equipment associated with these offices.

IBERIABANK fsb assumed $189,708,000 in insured deposits associated with this transaction. Insured deposits included public fund deposits to the extent those deposits were properly secured and excluded brokered and uninsured deposits. In association with this transaction, IBERIABANK fsb paid a deposit premium of $1,865,000. IBERIABANK fsb also assumed some liabilities, primarily accrued interest payable of $512,000 on deposits.

IBERIABANK fsb paid deposit processing fees to the FDIC of $177,000 during the second quarter of 2008. In addition, the Company paid additional merger-related expenses during 2008 of $2,303,000 including salaries and personnel costs of temporary employees, travel expenses, and legal and professional services. These fees and other costs were expensed as incurred.

CapitalSouth Bank

On August 21, 2009, the Company announced IBERIABANK had entered into a purchase and assumption agreement with a loss share arrangement with the Federal Deposit Insurance Corporation, as receiver of CapitalSouth Bank, Birmingham, Alabama (“CSB”) to assume all of the deposits and certain assets in a whole-bank acquisition of CSB, a full-service commercial bank headquartered in Birmingham, Alabama. The Company assumed all deposits of CSB with no losses to any depositor. IBERIABANK now operates ten former CSB branches in four Metropolitan Statistical Areas (“MSAs”): Birmingham, Montgomery, and Huntsville, Alabama, and Jacksonville, Florida.

The FDIC has granted IBERIABANK an option to purchase at appraised value the premises, furniture, fixtures, and equipment of CSB and assume the leases associated with these offices. The Company did not exercise the option to purchase the assets at December 31, 2009, but anticipates exercising the option in 2010. Purchase of the assets will not have a material effect on the Company’s net asset position or results of operations.

The loans and other real estate owned acquired are covered by a loss share agreement between IBERIABANK and the FDIC which affords IBERIABANK significant protection against future losses. Under the agreement, the FDIC will cover 80% of losses on the disposition of loans and OREO up to $135,000,000, or $108,000,000 of losses, and 95% of losses that exceed the $135,000,000 threshold. The term for loss sharing on single-family residential real estate loans is ten years, while the term for loss sharing on non-residential real estate loans is five years and IBERIABANK reimbursement to the FDIC for a total of eight years for recoveries. The reimbursable losses from the FDIC are based on the book value of the relevant loans as determined by the FDIC at the date of the transaction. New loans made after that date are not covered by the provisions of the loss share agreement. IBERIABANK has recorded a receivable from the FDIC of $88,093,000, which represents the estimated fair value of the FDIC’s portion of the losses that are expected to be incurred and reimbursed to the Company.

The acquisition was accounted for under the purchase method of accounting in accordance with ASC Topic 805. The net assets acquired as of August 21, 2009, as well as the gain recorded on the transaction (total equity as shown in the table), are presented in the following table. Both the purchased assets and liabilities assumed were recorded at their respective acquisition date fair values. Identifiable intangible assets, including core deposit intangible assets, were recorded at fair value. Because the fair value of assets acquired and intangible assets created as a result of the acquisition exceeds the fair value of liabilities assumed, the provisions of ASC 805 allow the Company to record a gain resulting from the acquisition in its consolidated statements of income for the year ended December 31, 2009. The gain totaled $57.2 million and is included in noninterest income on the Company’s consolidated statement of income for the year ended December 31, 2009.

Subsequent to the acquisition, the allowance for loan losses for loans acquired in FDIC-assisted transactions is determined without giving consideration to the amounts recoverable through loss sharing agreements (since the loss sharing agreement are separately accounted for and thus presented “gross” on the balance sheet). The provision for loan losses is reported net of changes in the amount recoverable under the loss sharing agreements.

The Company’s operating results for the year ended December 31, 2009 include the operating results of the acquired assets and assumed liabilities for the 132 days subsequent to the August 21, 2009 acquisition date. The revenue from the assets acquired totaled $9,837,000 for the 132-day period. Due to the significant fair value adjustments recorded, as well as the nature of the FDIC loss sharing agreement in place, CSB’s historical results are not believed to be relevant to the Company’s results, and thus no pro forma information is presented.

The acquired assets and liabilities, as well as the adjustments to record the assets and liabilities at fair value, are presented in the following table. Cash acquired from the FDIC is included in the fair value adjustments to arrive at the total assets acquired.

(dollars in thousands)	Acquired from the FDIC		Fair Value Adjustments			As recorded by IBERIABANK
Assets
Cash and cash equivalents	$	9,516	$	73,690		$	83,206
Investment securities		45,406		621	(a)		46,027
Loans		477,788		(114,671	)  (b)		363,117
Other real estate owned		12,148		(1,904	)  (c)		10,244
Core deposit intangible		—		377	(d)		377
FDIC loss share receivable		—		88,093	(e)		88,093
Other assets		19,600		—			19,600
Total Assets	$	564,458	$	46,205		$	610,663
Liabilities
Interest-bearing deposits		459,786		1,562	(f)		461,348
Noninterest-bearing deposits		56,543		—			56,543
Borrowings		29,372		1,247	(g)		30,619
Other liabilities		4,916		—			4,916
Total Liabilities	$	550,617	$	2,809		$	553,425
Total Equity							57,238
Total Liabilities and Equity						$	610,663

Explanation of Certain Fair Value Adjustments

(a) The adjustment is necessary to record CSB’s held-to-maturity investments at fair value on the date of acquisition.

(b) The adjustment represents the write down of the book value of CSB’s loans to their estimated fair value based on expected cash flows which includes an estimate of expected future loan losses.

(c) The adjustment represents the write down to book value of CSB’s OREO properties to their estimated fair value at the acquisition date based on their appraised value, as adjusted for costs to sell.

(d) The adjustment represents the value of the core deposit base assumed in the acquisition. The core deposit asset was recorded as an identifiable intangible asset and will be amortized on an accelerated basis over the average life of the deposit base, estimated to be ten years.

(e) The adjustment is to record the fair value of the amount the Company estimates it will receive from the FDIC under its loss sharing arrangement. The value of the receivable represents the fair value of expected cash flows as a result of future loan losses.

(f) The adjustment is necessary because the weighted average interest rate of CSB’s CD’s exceeded the cost of similar funding at the time of acquisition. The fair value adjustment will be amortized to reduce interest expense on a declining basis over the average life of the portfolio, which is estimated at 11 months.

(g) The adjustment is necessary because the interest rate of CSB’s fixed rate borrowings exceeded current interest rates on similar borrowings. The fair value adjustment will be amortized to reduce interest expense on a declining basis over the average life of the borrowings, which is estimated at 43 months.

Orion Bank

On November 13, 2009, the Company announced that IBERIABANK had entered into a purchase and assumption agreement with a loss share arrangement with the FDIC, as receiver of Orion Bank (“Orion”), to purchase certain assets and assume certain deposit and other liabilities in a whole-bank acquisition of Orion, a full-service Florida-chartered commercial bank headquartered in Naples, Florida. IBERIABANK now operates 23 former Orion branches in five MSAs: Naples, Sarasota, Fort Myers, and Palm Beach, Florida, as well as the Florida Keys.

The FDIC has granted IBERIABANK an option to purchase at appraised value the premises, furniture, fixtures, and equipment of Orion and assume the leases associated with these offices. The Company did not exercise the option to purchase the assets at December 31, 2009, but anticipates exercising the option in 2010. Purchase of the assets will not have a material effect on the Company’s net asset position or results of operations.

The loans and other real estate owned acquired are covered by a loss share agreement between IBERIABANK and the FDIC which affords IBERIABANK significant protection against future losses. Under the agreement, the FDIC will cover 80% of losses on the disposition of loans and OREO up to $550,000,000, or $440,000,000 of losses, and 95% of losses that exceed the $550,000,000 threshold. The term for loss sharing on single-family residential real estate loans is ten years, while the term for loss sharing on non-residential real estate loans is five years in respect to losses and IBERIABANK reimbursement to the FDIC for a total of eight years for recoveries. The reimbursable losses from the FDIC are based on the book value of the relevant loans as determined by the FDIC at the date of the transaction. New loans made after that date are not covered by the provisions of the loss share agreement. IBERIABANK has recorded a receivable from the FDIC of $711,756,000, which represents the estimated fair value of the FDIC’s portion of the losses that are expected to be incurred and reimbursed to the Company.

The acquisition was accounted for under the purchase method of accounting in accordance with ASC Topic 805. The net assets acquired as of November 13, 2009, as well as the gain recorded on the transaction (total equity as shown in the table), are presented in the following table. Both the purchased assets and liabilities assumed were recorded at their respective acquisition date fair values. Identifiable intangible assets, including core deposit intangible assets, were recorded at fair value. Because the fair value of assets acquired and intangible assets created as a result of the acquisition exceeds the fair value of liabilities assumed, the provisions of ASC 805 allow the Company to record a gain resulting from the acquisition in its consolidated statement of income for the year ended December 31, 2009. The gain totaled $118,270,000 and is included in noninterest income on the Company’s consolidated statement of income for the year ended December 31, 2009.

Subsequent to the acquisition, the allowance for loan losses for loans acquired in FDIC-assisted transactions is determined without giving consideration to the amounts recoverable through loss sharing agreements (since the loss sharing agreement are separately accounted for and thus presented “gross” on the balance sheet). The provision for loan losses is reported net of changes in the amount recoverable under the loss sharing agreements.

The Company’s operating results for the year ended December 31, 2009 include the operating results of the acquired assets and assumed liabilities for the 48 days subsequent to the November 13, 2009 acquisition date. The revenue from the assets acquired totaled $11,397,000 for the 48-day period. Due to the significant fair value adjustments recorded, as well as the nature of the FDIC loss sharing agreement in place, Orion’s historical results are not believed to be relevant to the Company’s results, and thus no pro forma information is presented.

The acquired assets and liabilities, as well as the adjustments to record the assets and liabilities at fair value, are presented in the following table. Cash acquired from the FDIC is included in the fair value adjustments to arrive at the total assets acquired.

(dollars in thousands)	Acquired from the FDIC		Fair Value Adjustments			As recorded by IBERIABANK
Assets
Cash and cash equivalents	$	212,686	$	172,341		$	385,027
Investment securities		231,986		(1,019	)  (a)		230,968
Loans		1,816,034		(854,940	)  (b)		961,094
Other real estate owned		50,900		(22,395	)  (c)		28,505
Core deposit intangible		—		10,421	(d)		10,421
FDIC loss share receivable		—		711,756	(e)		711,756
Other assets		38,780		(4,863	)		33,917
Total Assets	$	2,350,386	$	11,302		$	2,361,688
Liabilities
Interest-bearing deposits		1,739,694		9,055	(f)		1,748,749
Noninterest-bearing deposits		134,337		—			134,337
Borrowings		332,692		11,998	(g)		344,690
Other liabilities		15,642		—			15,642
Total Liabilities	$	2,222,365	$	21,053		$	2,243,418
Total Equity							118,270
Total Liabilities and Equity						$	2,361,688

Explanation of Certain Fair Value Adjustments

(a) The adjustment is necessary to record Orion’s held-to-maturity investments at fair value on the date of acquisition.

(b) The adjustment represents the write down of the book value of Orion’s loans to their estimated fair value based on expected cash flows which includes an estimate of expected future loan losses.

(c) The adjustment represents the write down to book value of Orion’s OREO properties to their estimated fair value at the acquisition date based on their appraised value, as adjusted for costs to sell.

(d) The adjustment represents the value of the core deposit base assumed in the acquisition. The core deposit asset was recorded as an identifiable intangible asset and will be amortized on an accelerated basis over the average life of the deposit base, estimated to be ten years.

(e) The adjustment is to record the fair value of the amount the Company estimates it will receive from the FDIC under its loss sharing arrangement. The value of the receivable represents the fair value of expected cash flows as a result of future loan losses.

(f) The adjustment is necessary because the weighted average interest rate of Orion’s CD’s exceeded the cost of similar funding at the time of acquisition. The fair value adjustment will be amortized to reduce interest expense on a declining basis over the average life of the portfolio, which is estimated at 10 months.

(g) The adjustment is necessary because the interest rate of Orion’s fixed rate borrowings exceeded current interest rates on similar borrowings. The fair value adjustment will be amortized to reduce interest expense on a declining basis over the average life of the borrowings, which is estimated at 21 months.

Century Bank

On November 13, 2009, the Company announced that IBERIABANK had entered into a purchase and assumption agreement with a loss share arrangement with the FDIC, as receiver of Century Bank, FSB (“Century”), to purchase certain assets and assume certain deposit and other liabilities in a whole-bank acquisition of Century, a full-service federal thrift headquartered in Sarasota, Florida. IBERIABANK now operates 11 former Century branches in two Florida MSAs: Sarasota and Bradenton.

The FDIC has granted IBERIABANK an option to purchase at appraised value the premises, furniture, fixtures, and equipment of Century and assume the leases associated with these offices. The Company did not exercise the option to purchase the assets at December 31, 2009, but anticipates exercising the option in 2010. Purchase of the assets will not have a material effect on the Company’s net asset position or results of operations.

The loans and other real estate owned acquired are covered by a loss share agreement between IBERIABANK and the FDIC which affords IBERIABANK significant protection against future losses. Under the agreement, the FDIC will cover 80% of losses on the disposition of loans and OREO up to $285,000,000, or $228,000,000 of losses, and 95% of losses that exceed the $285,000,000 threshold. The term for loss sharing on single-family residential real estate loans is ten years, while the term for loss sharing on non-residential real estate loans is five years in respect to losses and IBERIABANK reimbursement to the FDIC for a total of eight years for recoveries. The reimbursable losses from the FDIC are based on the book value of the relevant loans as determined by the FDIC at the date of the transaction. New loans made after that date are not covered by the provisions of the loss share agreement. IBERIABANK has recorded a receivable from the FDIC of $232,053,000, which represents the estimated fair value of the FDIC’s portion of the losses that are expected to be incurred and reimbursed to the Company.

The acquisition was accounted for under the purchase method of accounting in accordance with ASC Topic 805. The net assets acquired as of November 13, 2009, as well as the gain recorded on the transaction (total equity as shown in the table), are presented in the following table. Both the purchased assets and liabilities assumed were recorded at their respective acquisition date fair values. Identifiable intangible assets, including core deposit intangible assets, were recorded at fair value. Because the fair value of assets acquired and intangible assets created as a result of the acquisition exceeds the fair value of liabilities assumed, the provisions of ASC 805 allow the Company to record a gain resulting from the acquisition in its consolidated statements of income for the year ended December 31, 2009. The gain totaled $51,602,000 and is included in noninterest income on the Company’s consolidated statement of income for the year ended December 31, 2009.

Subsequent to the acquisition, the allowance for loan losses for loans acquired in FDIC-assisted transactions is determined without giving consideration to the amounts recoverable through loss sharing agreements (since the loss sharing agreement are separately accounted for and thus presented “gross” on the balance sheet). The provision for loan losses is reported net of changes in the amount recoverable under the loss sharing agreements.

The Company’s operating results for the year ended December 31, 2009 include the operating results of the acquired assets and assumed liabilities for the 48 days subsequent to the November 13, 2009 acquisition date. The revenue from the assets acquired totaled $4,103,000 for the 48-day period. Due to the significant fair value adjustments recorded, as well as the nature of the FDIC loss sharing agreement in place, Century’s historical results are not believed to be relevant to the Company’s results, and thus no pro forma information is presented.

The acquired assets and liabilities, as well as the adjustments to record the assets and liabilities at fair value, are presented in the following table. Cash acquired from the FDIC is included in the fair value adjustments to arrive at the total assets acquired.

(dollars in thousands)	Acquired from the FDIC		Fair Value Adjustments			As recorded by IBERIABANK
Assets
Cash and cash equivalents	$	14,800	$	86,672		$	101,472
Investment securities		22,067		61	(a)		22,128
Loans		710,506		(292,946	)  (b)		417,561
Other real estate owned		35,770		(14,620	)  (c)		21,150
Core deposit intangible		—		2,243	(d)		2,243
FDIC loss share receivable		—		232,053	(e)		232,053
Other assets		15,403		—			15,403
Total Assets	$	798,546	$	13,463		$	812,009
Liabilities
Interest-bearing deposits		497,832		7,043	(f)		504,875
Noninterest-bearing deposits		110,940		—			110,940
Borrowings		135,426		7,580	(g)		143,006
Other liabilities		1,586		—			1,586
Total Liabilities	$	745,784	$	14,623		$	760,407
Total Equity							51,602
Total Liabilities and Equity						$	812,009

Explanation of Certain Fair Value Adjustments

(a) The adjustment is necessary to record Century’s held-to-maturity investments at fair value on the date of acquisition.

(b) The adjustment represents the write down of the book value of Century’s loans to their estimated fair value based on expected cash flows which includes an estimate of expected future loan losses.

(c) The adjustment represents the write down to book value of Century’s OREO properties to their estimated fair value at the acquisition date based on their appraised value, as adjusted for costs to sell.

(d) The adjustment represents the value of the core deposit base assumed in the acquisition. The core deposit asset was recorded as an identifiable intangible asset and will be amortized on an accelerated basis over the average life of the deposit base, estimated to be ten years.

(e) The adjustment is to record the fair value of the amount the Company estimates it will receive from the FDIC under its loss sharing arrangement. The value of the receivable represents the fair value of expected cash flows as a result of future loan losses.

(f) The adjustment is necessary because the weighted average interest rate of Century’s CD’s exceeded the cost of similar funding at the time of acquisition. The fair value adjustment will be amortized to reduce interest expense on a declining basis over the average life of the portfolio, which is estimated at 9 months.

(g) The adjustment is necessary because the interest rate of Century’s fixed rate borrowings exceeded current interest rates on similar borrowings. The fair value adjustment will be amortized to reduce interest expense on a declining basis over the average life of the borrowings, which is estimated at 40 months.

During 2009, the Company paid $3,691,000 in merger-related expenses for the CSB, Orion, and Century acquisitions. These expenses included salaries and personnel costs of temporary employees, travel expenses, and legal and professional services. These costs were expensed as incurred and are included in noninterest expense on the Company’s statement of income.

NOTE 4 – INVESTMENT SECURITIES

The amortized cost and fair values of investment securities, with gross unrealized gains and losses, consist of the following:

(dollars in thousands)	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
December 31, 2009
Securities available for sale:
U.S. Government-sponsored enterprise obligations	$	240,611	$	1,156	$	(599	)	$	241,168
U.S. Treasury securities		4,998		1		—			4,999
Obligations of state and political subdivisions		50,317		887		(744	)		50,460
Mortgage backed securities		1,006,223		20,481		(5,765	)		1,020,939
Other securities		2,878		32		—			2,910
Total securities available for sale	$	1,305,027	$	22,557	$	(7,108	)	$	1,320,476
Securities held to maturity:
U.S. Government-sponsored enterprise obligations	$	155,713	$	123	$	(126	)	$	155,710
Obligations of state and political subdivisions		65,540		987		(288	)		66,239
Mortgage backed securities		39,108		180		(439	)		38,849
Total securities held to maturity	$	260,361	$	1,290	$	(853	)	$	260,798
December 31, 2008
Securities available for sale:
U.S. Government-sponsored enterprise obligations	$	75,719	$	983	$	(85	)	$	76,617
Obligations of state and political subdivisions		44,876		790		(985	)		44,681
Mortgage backed securities		687,244		19,299		(71	)		706,472
Other securities		952		21		—			973
Total securities available for sale	$	808,791	$	21,093	$	(1,141	)	$	828,743
Securities held to maturity:
U.S. Government-sponsored enterprise obligations	$	5,031	$	236	$	—		$	5,267
Obligations of state and political subdivisions		52,745		512		(647	)		52,610
Mortgage backed securities		2,957		118		(2	)		3,073
Total securities held to maturity	$	60,733	$	866	$	(649	)	$	60,950

Securities with carrying values of $1,210,189,000 and $696,023,000 were pledged to secure public deposits and other borrowings at December 31, 2009 and 2008, respectively.

Management evaluates securities for other-than-temporary impairment at least quarterly, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to 1) the length of time and the extent to which the fair value has been less than amortized cost, 2) the financial condition and near-term prospects of the

issuer, and 3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value above amortized cost. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government or its agencies, whether downgrades by bond rating agencies have occurred, and industry analysts’ reports.

Information pertaining to securities with gross unrealized losses at December 31, 2009 and 2008, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

	Less Than Twelve Months					Over Twelve Months					Total
(dollars in thousands)	Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value
December 31, 2009
Securities available for sale:
U.S. Government-sponsored enterprise obligations	$	(599	)	$	51,228	$	—		$	—	$	(599	)	$	51,228
Obligations of state and political subdivisions		(35	)		7,137		(709	)		2,500		(744	)		9,637
Mortgage backed securities		(5,765	)		317,222		—			22		(5,765	)		317,244
Total securities available for sale	$	(6,399	)	$	375,587	$	(709	)	$	2,522	$	(7,108	)	$	378,109
Securities held to maturity:
U.S. Government-sponsored enterprise obligations	$	(126	)	$	45,575	$	—		$	—	$	(126	)	$	45,575
Obligations of state and political subdivisions		(276	)		12,772		(12	)		234		(288	)		13,006
Mortgage backed securities		(439	)		15,212		—			—		(439	)		15,212
Total securities held to maturity	$	(841	)	$	73,559	$	(12	)	$	234	$	(853	)	$	73,793
December 31, 2008
Securities available for sale:
U.S. Government-sponsored enterprise obligations	$	(85	)	$	8,077	$	—		$	—	$	(85	)	$	8,077
Obligations of state and political subdivisions		(140	)		5,903		(845	)		3,386		(985	)		9,289
Mortgage backed securities		(63	)		11,096		(8	)		1,266		(71	)		12,362
Total securities available for sale	$	(288	)	$	25,076	$	(853	)	$	4,652	$	(1,141	)	$	29,728
Securities held to maturity:
U.S. Government-sponsored enterprise obligations	$	—		$	—	$	—		$	—	$	—		$	—
Obligations of state and political subdivisions		(628	)		17,226		(19	)		867		(647	)		18,093
Mortgage backed securities		—			—		(2	)		123		(2	)		123
Total securities held to maturity	$	(628	)	$	17,226	$	(21	)	$	990	$	(649	)	$	18,216

At December 31, 2009, 163 debt securities have unrealized losses of 1.8% of the securities’ amortized cost basis and 0.5% of the Company’s total amortized cost basis. The unrealized losses for each of the 163 securities relate principally to market interest rate changes. Six of the 163 securities have been in a continuous loss position for over twelve months. These six securities have an aggregate amortized cost basis and unrealized loss of $3,477,000 and $722,000, respectively. The six securities were issued by either Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) or by state and political subdivisions (Municipals). The Fannie Mae and Freddie Mac securities are rated AAA.

At December 31, 2008, 112 debt securities had unrealized losses of 3.6% of the securities’ amortized cost basis and 0.2% of the Company’s total amortized cost basis. The unrealized losses for each of the 112 securities relate principally to market interest rate changes. 14 of the 112 securities were in a continuous loss position for over twelve months. These 14 securities had an aggregate amortized cost basis and unrealized loss of $6,514,000 and $873,000, respectively. The 14 securities were primarily issued by either Federal National Mortgage Association (Fannie Mae), Federal Home Loan Mortgage Corporation (Freddie Mac) or by state and political subdivisions (Municipals) and were rated AAA or Aaa by Standard and Poor’s or Moody’s, respectively.

The Company has assessed the nature of the losses in its portfolio as of December 31, 2009 and 2008 to determine if there are losses that are deemed other-than-temporary. In its analysis of these securities, management considered numerous factors to determine whether there were instances where the amortized cost basis of the debt securities would not be fully recoverable, including, but not limited to:

• the length of time and extent to which the fair value of the securities was less than their amortized cost,

• whether adverse conditions were present in the operations, geographic area, or industry of the issuer,

• the payment structure of the security, including scheduled interest and principal payments, including the issuer’s failures to make scheduled payments, if any, and the likelihood of failure to make scheduled payments in the future,

• changes to the rating of the security by a rating agency, and

• subsequent recoveries or additional declines in fair value after the balance sheet date.

Management believes it has considered these factors, as well as all relevant information available, when determining the expected future cash flows of the securities in question. In each instance, management has determined the cost basis of the securities would be fully recoverable. Management also has the intent and ability to hold debt securities until their maturity or anticipated recovery if the security is classified as available for sale. In addition, management does not believe the Company will be required to sell debt securities before the anticipated recovery of the amortized cost basis of the security. As a result of this analysis, no declines in fair value have been deemed to be other than temporary as of December 31, 2009 and 2008.

The amortized cost and estimated fair value by maturity of investment securities at December 31, 2009 are shown in the following table. Securities are classified according to their contractual maturities without consideration of principal amortization, potential prepayments or call options. Accordingly, actual maturities may differ from contractual maturities.

	Securities Available for Sale						Securities Held to Maturity
(dollars in thousands)	Weighted Average Yield		Amortized Cost		Fair Value		Weighted Average Yield		Amortized Cost		Fair Value
Within one year or less	1.08	%	$	42,156	$	42,292	1.16	%	$	27,414	$	27,555
One through five years	3.00			145,725		147,939	2.34			140,330		140,433
After five through ten years	3.78			429,607		438,384	4.33			16,176		16,401
Over ten years	3.61			687,539		691,861	3.90			76,441		76,409
Totals	3.52	%	$	1,305,027	$	1,320,476	2.80	%	$	260,361	$	260,798

The following is a summary of realized gains and losses from the sale of securities classified as available for sale.

	Years Ended December 31,
(dollars in thousands)	2009			2008			2007
Realized gains	$	6,775		$	1,138		$	620
Realized losses		(40	)		(36	)		(24	)
Net realized gains (losses)	$	6,735		$	1,102		$	596

At December 31, 2009, the Company’s exposure to four investment security issuers individually exceeded 10% of shareholders’ equity:

(dollars in thousands)	Amortized Cost		Market Value
Federal National Mortgage Association (Fannie Mae)	$	679,729	$	688,635
Federal Home Loan Bank		125,851		126,173
Government National Mortgage Association (Ginnie Mae)		138,350		135,177
Federal Home Loan Mortgage Corporation (Freddie Mac)		259,986		267,195
	$	1,203,916	$	1,217,180

NOTE 5 – LOANS RECEIVABLE

Loans receivable at December 31, 2009 and 2008 consists of the following:

(dollars in thousands)	2009		2008
Residential mortgage loans:
Residential 1-4 family	$	975,395	$	498,740
Construction/ Owner Occupied		32,857		36,693
Total residential mortgage loans		1,008,252		535,433
Commercial loans:
Real estate		2,499,843		1,522,965
Business		1,218,014		775,625
Total commercial loans		3,717,857		2,298,590
Consumer loans:
Indirect automobile		259,339		265,722
Home equity		649,821		501,036
Other		149,096		143,621
Total consumer loans		1,058,256		910,379
Total loans receivable	$	5,784,365	$	3,744,402

Loans receivable includes $2,998,227,000 and $1,360,565,000 of adjustable rate loans and $2,786,138,000 and $2,383,837,000 of fixed rate loans at December 31, 2009 and 2008, respectively. The amount of loans for which the accrual of interest has been discontinued totaled $890,993,000 and $27,825,000 at December 31, 2009 and 2008, respectively. The amount of interest income that would have been recorded in 2009, 2008 and 2007 if these loans had been current in accordance with their original terms was approximately $10,176,000, $1,244,000 and $616,000, respectively. Accruing loans past due 90 days or more total $43,952,000 and $2,481,000 as of December 31, 2009 and 2008, respectively. Included in accruing loans past due 90 days or more are $38,992,000 in loans that are accounted for in accordance with ASC Topic 310-30.

As discussed in Note 3 above, on August 21, 2009 the Company acquired substantially all of the assets and liabilities of CSB, and on November 13, 2009, acquired certain assets and assumed certain deposit and other liabilities of Orion and Century. The loans and foreclosed real estate that were acquired in these transactions are covered by loss share agreements between the FDIC and IBERIABANK, which afford IBERIABANK significant loss protection. Under the loss share agreements, the FDIC will cover 80% of covered CSB loan and foreclosed real estate losses up to $135,000,000, Orion covered loan and foreclosed real estate losses up to $550,000,000, Century covered loan and foreclosed real estate losses up to $285,000,000, and 95% of losses that exceed these amounts.

Because of the loss protection provided by the FDIC, the risks of the CSB, Orion, and Century loans and foreclosed real estate are significantly different from those assets not covered under the loss share agreement. Accordingly, the Company presents loans subject to the loss share agreements as “covered loans” in the information below and loans that are not subject to the loss share agreement as “non-covered loans.”

The following is a summary of the major categories of non-covered loans outstanding:

(dollars in thousands)	December 31, 2009		December 31, 2008
Non-covered Loans
Residential mortgage loans:
Residential 1-4 family	$	434,956	$	498,740
Construction/ Owner Occupied		18,198		36,693
Total residential mortgage loans		453,154		535,433
Commercial loans:
Real estate		1,659,844		1,522,965
Business		1,086,860		775,625
Total commercial loans		2,746,704		2,298,590
Consumer loans:
Indirect automobile		259,339		265,722
Home equity		512,087		501,036
Other		142,615		143,621
Total consumer loans		914,041		910,379
Total non-covered loans receivable	$	4,113,899	$	3,744,402

The carrying amount of the covered loans at December 31, 2009 consisted of loans accounted for in accordance with ASC Topic 310-30 and loans not subject to ASC Topic 310-30 as detailed in the following table.

(dollars in thousands)	ASC 310-30 Loans		Non- ASC 310-30 Loans		Total Covered Loans
Covered Loans
Residential mortgage loans:
Residential 1-4 family	$	108,453	$	431,986	$	540,439
Construction/ Owner Occupied		4,256		10,403		14,659
Total residential mortgage loans		112,709		442,389		555,098
Commercial loans:
Real estate		71,716		768,283		839,999
Business		363		130,791		131,154
Total commercial loans		72,079		899,074		971,153
Consumer loans:
Indirect automobile		—		—		—
Home equity		8,575		129,159		137,734
Other		1,251		5,230		6,481
Total consumer loans		9,826		134,389		144,215
Total covered loans receivable	$	194,614	$	1,475,852	$	1,670,466

A summary of changes in the allowance for loan losses for the years ended December 31, 2009, 2008 and 2007 is as follows:

(dollars in thousands)	2009			2008			2007
Balance, beginning of year	$	40,872		$	38,285		$	29,922
Addition due to purchase transaction		—			—			8,746
Provision charged to operations		45,370			12,568			1,525
Provision recorded through acquisition gain adjustment		147			—			—
Loans charged-off		(33,267	)		(12,882	)		(4,706	)
Recoveries		2,646			2,901			2,798
Balance, end of year	$	55,768		$	40,872		$	38,285

The following is a summary of information pertaining to impaired loans as of December 31:

(dollars in thousands)	2009		2008
Impaired non-covered loans without a valuation allowance	$	715	$	1,438
Impaired covered loans without a valuation allowance		194,614		—
Impaired loans with a valuation allowance		40,572		25,677
Total impaired loans	$	235,901	$	27,115
Valuation allowance related to impaired loans	$	6,416	$	2,794

(dollars in thousands)	2009		2008		2007
Average investment in impaired loans	$	112,288	$	32,299	$	18,932
Interest income recognized on impaired loans		7,096		848		1,115
Nonaccrual loans		890,993		27,825		36,107
Accruing loans more than 90 days past due		43,952		2,481		2,655

As of December 31, 2009, the Company was not committed to lend additional funds to any customer whose loan was classified as impaired.

The Company acquired certain impaired loans through the CSB, Orion, Century, PIC, and Pocahontas acquisitions which are subject to ASC Topic 310-30. The Company’s allowance for loan losses for all acquired loans subject to ASC Topic 310-30 would reflect only those losses incurred after acquisition. The carrying value of these loans, $195,329,000, is included in the balance sheet amounts of loans as of December 31, 2009.

The following is a summary of the impaired loans acquired in the PIC and Pocahontas acquisitions during 2007 as of the dates of acquisition.

(dollars in thousands)
Contractually required principal and interest at acquisition	$	18,688
Nonaccretable difference (expected losses and foregone interest)		(5,718	)
Cash flows expected to be collected at acquisition		12,970
Accretable yield		(2,087	)
Basis in acquired loans at acquisition	$	10,883

The following is a summary of the impaired loans acquired in the CSB, Orion, and Century acquisitions during 2009 as of the dates of acquisition.

(dollars in thousands)
Contractually required principal and interest at acquisition	$	3,283,960
Nonaccretable difference (expected losses and foregone interest)		(1,519,619	)
Cash flows expected to be collected at acquisition		1,764,341
Accretable yield		(22,569	)
Basis in acquired loans at acquisition	$	1,741,772

The following is a summary of changes in the accretable yields of acquired impaired loans during 2009 and 2008.

(dollars in thousands)	Accretable Yield
	2009			2008
Balance, beginning of year	$	317		$	164
Additions		22,569			—
Adjustments to accretable yield through goodwill		—			—
Accretion		(2,498	)		(258	)
Transfers from nonaccretable difference to accretable yield		401			411
Disposals		—			—
Balance, end of year	$	20,789		$	317

NOTE 6 – LOAN SERVICING

Loans serviced for others, consisting primarily of commercial loan participations sold, are not included in the accompanying consolidated balance sheets. The unpaid principal balances of loans serviced for others were $87,676,000 and $56,183,000 at December 31, 2009 and 2008, respectively. Custodial escrow balances maintained in connection with the foregoing portfolio of loans serviced for others, and included in demand deposits, were $5,000 and $10,000 at December 31, 2009 and 2008, respectively.

NOTE 7 – PREMISES AND EQUIPMENT

Premises and equipment at December 31, 2009 and 2008 consists of the following:

(dollars in thousands)	2009		2008
Land	$	36,526	$	34,240
Buildings		105,649		99,923
Furniture, fixtures and equipment		59,541		53,737
Total premises and equipment		201,716		187,900
Less accumulated depreciation		64,290		56,496
Total premises and equipment, net	$	137,426	$	131,404

Depreciation expense was $8,287,000, $8,600,000 and $8,416,000 for the years ended December 31, 2009, 2008, and 2007, respectively.

The Company actively engages in leasing office space available in buildings it owns. Leases have different terms ranging from monthly rental to five-year leases. At December 31, 2009, income from these leases averaged $128,000 per month. Total lease income for 2009, 2008 and 2007 was $1,398,000, $1,867,000, and $1,208,000, respectively.

Income from leases is reported as a reduction in occupancy and equipment expense. The total allocated cost of the portion of the buildings held for lease at December 31, 2009 and 2008 was $11,222,000 and $10,870,000, respectively, with related accumulated depreciation of $2,828,000 and $2,460,000, respectively.

The Company leases certain branch and corporate offices, land and ATM facilities through non-cancelable operating leases with terms that range from one to thirty-two years, with renewal options thereafter. Certain of the leases have escalation clauses and renewal options ranging from monthly renewal to fifteen years. Total rent expense for the years ended December 31, 2009, 2008 and 2007 amounted to $4,586,000, $4,075,000 and $3,455,000, respectively.

Minimum future annual rent commitments under these agreements for the indicated periods follow:

(dollars in thousands)	Amount
Year Ending December 31,
2010	$	5,309
2011		3,834
2012		2,967
2013		2,366
2014		2,177
2015 and thereafter		13,743
Total	$	30,396

NOTE 8 – GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill

Changes to the carrying amount of goodwill not subject to amortization for the years ended December 31, 2009 and 2008 are provided in the following table.

(dollars in thousands)	Amount
Balance, December 31, 2007	$	231,177
Goodwill acquired during the year		5,584
Balance, December 31, 2008	$	236,761
Goodwill acquired during the year		—
Goodwill impairment		(9,681	)
Balance, December 31, 2009	$	227,080

At December 31, 2009, goodwill is allocated to the Company’s reportable segments as follows:

(dollars in thousands)	Amount
IBERIABANK	$	93,410
IBERIABANK fsb		113,392
IBERIABANK Mortgage Company		11,550
Lenders Title Company		8,728
Other		—
Balance, December 31, 2009	$	227,080

The Company performed the required annual impairment tests of goodwill as of October 1, 2009. As a result of a decrease in operating revenue and income at the Company’s LTC subsidiary, the Company determined that it was more likely than not that the fair value of LTC may have been reduced below its carrying amount. To estimate the fair value, the Company used a discounted cash flow model derived from internal five-year cash flow estimates with a terminal value based on estimated future growth rates. The fair value estimate indicated that the carrying amount of the LTC subsidiary exceeded its estimated fair value. As a result, Step 2 testing was required for this reporting unit. The Company determined, as a result of the Step 2 analysis, that the goodwill allocated to LTC was partially impaired, primarily due to a decrease in expected cash flows for LTC. During 2009, the Company recorded a non-cash goodwill impairment charge of $9,681,000, representing 52.6% of total LTC goodwill. The impairment charge is included in other noninterest expense on the Company’s consolidated statement of income for the year ended December 31, 2009.

The Company’s annual impairment test did not indicate impairment at any of the Company’s other reporting units as of the testing date, and subsequent to that date, management is not aware of any events or changes in circumstances since the impairment test that would indicate that goodwill might be impaired.

Title Plant

The Company had title plant assets totaling $6,722,000 at December 31, 2009 and 2008, respectively. The Company performed the required annual impairment tests of its title plant as of October 1, 2009 and 2008. The results of these tests did not indicate impairment of the Company’s recorded title plant.

Intangible Assets Subject to Amortization

The Company’s purchase accounting intangible assets from prior acquisitions which are subject to amortization include core deposit intangibles, amortized on a straight line or accelerated basis over a 9.9 year average, and mortgage servicing rights, amortized over the remaining servicing life of the loans, with consideration given to prepayment assumptions. The definite-lived intangible assets had the following carrying values:

	December 31, 2009						December 31, 2008
(dollars in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Core deposit intangibles	$	37,831	$	11,489	$	26,342	$	24,790	$	8,597	$	16,193
Non-compete agreements		18		18		—		18		12		6
Mortgage servicing rights		331		102		229		197		9		188
Total	$	38,180	$	11,609	$	26,571	$	25,005	$	8,618	$	16,387

During 2009, the Company recorded $13,041,000 in core deposit intangible assets related to the deposits acquired in the CSB, Orion, and Century acquisitions. During 2009, the Company also recorded additional mortgage servicing rights of $134,000 at the Company’s IMC subsidiary.

The related amortization expense of purchase accounting intangible assets is as follows:

(dollars in thousands)	Amount
Aggregate amortization expense:
For the year ended December 31, 2007	$	2,223
For the year ended December 31, 2008		2,456
For the year ended December 31, 2009		3,008
Estimated amortization expense:
For the year ended December 31, 2010	$	4,890
For the year ended December 31, 2011		4,198
For the year ended December 31, 2012		3,860
For the year ended December 31, 2013		3,612
For the year ended December 31, 2014		3,345
For the years ended December 31, 2015 and thereafter		6,666

NOTE 9 – DEPOSITS

Certificates of deposit with a balance of $100,000 and over were $1,608,322,000 and $685,639,000 at December 31, 2009 and 2008, respectively. A schedule of maturities of all certificates of deposit as of December 31, 2009 is as follows:

(dollars in thousands)	Amount
Year Ending December 31,
2010	$	2,259,678
2011		484,248
2012		271,851
2013		38,944
2014		21,335
2015 and thereafter		533
Total	$	3,076,589

NOTE 10 – SHORT-TERM BORROWINGS

Short-term borrowings at December 31, 2009 and 2008 are summarized as follows:

(dollars in thousands)	2009		2008
Federal Home Loan Bank advances	$	90,000	$	58,000
Securities sold under agreements to repurchase		173,351		150,213
Total short-term borrowings	$	263,351	$	208,213

Securities sold under agreements to repurchase, which are classified as secured borrowings, generally mature daily. Securities sold under agreements to repurchase are reflected at the amount of cash received in connection with the transaction. The Company may be required to provide additional collateral based on the fair value of the underlying securities.

The short-term borrowings at December 31, 2009 consist of FHLB advances with maturity terms between 4 and 365 days, at fixed interest rates between 0.120% and 0.500%. The short-term borrowings at December 31, 2008 consisted of an FHLB advance with a maturity term of two days, at a fixed interest rate of 0.500%.

Additional information on the Company’s short-term borrowings for the years indicated is as follows:

(dollars in thousands)	2009			2008			2007
Outstanding at December 31st	$	263,351		$	208,213		$	436,146
Maximum month-end outstanding balance		263,351			293,000			467,123
Average daily outstanding balance		197,824			80,394			357,743
Average rate during the year		0.66	%		2.14	%		4.39	%
Average rate at year end		0.48	%		0.50	%		4.12	%

NOTE 11 – LONG-TERM DEBT

Long-term debt at December 31, 2009 and 2008 is summarized as follows:

(dollars in thousands)	2009		2008
Federal Home Loan Bank notes at:
0.000 to 0.238% variable, 3 month LIBOR index	$	20,000	$	45,000
2.591 to 7.040% fixed		552,734		378,199
Correspondent Bank Note
3 year term, variable, 3 month LIBOR index plus 1.00%		—		8,333
Notes Payable – Investment Fund Contributions
7 to 30 year term, 0.50 to 5.00% fixed		36,531		—
Junior Subordinated Debt:
Correspondent Bank Capital Note, 3 month LIBOR(1) plus 3.00%	$	25,000	$	25,000
Statutory Trust I, 3 month LIBOR plus 3.25%		10,310		10,310
Statutory Trust II, 3 month LIBOR plus 3.15%		10,310		10,310
Statutory Trust III, 3 month LIBOR plus 2.00%		10,310		10,310
Statutory Trust IV, 3 month LIBOR plus 1.60%		15,464		15,464
American Horizons Statutory Trust I, 3 month LIBOR plus 3.15%		6,186		6,186
Statutory Trust V, 3 month LIBOR plus 1.435%		10,310		10,310
Statutory Trust VI, 3 month LIBOR plus 2.75%		12,372		12,372
Statutory Trust VII, 3 month LIBOR plus 2.54%		13,403		13,403
Pocahontas Trust I, Fixed rate of 10.18%		7,692		7,841
Pulaski Trust I, Fixed rate of 10.875%		8,024		8,224
Statutory Trust VIII, 3 month LIBOR plus 3.50%		7,217		7,217
Total Long-term Debt	$	745,864	$	568,479

⁽¹⁾ The interest rate on the Company’s long-term debt indexed to LIBOR is based on the 3-month LIBOR rate. At December 31, 2009, the 3-month LIBOR rate was 0.2506%.

FHLB advance repayments are amortized over periods ranging from two to thirty years, and have a balloon feature at maturity. Advances are collateralized by a blanket pledge of mortgage loans and a secondary pledge of FHLB stock and FHLB demand deposits. Total additional advances available from the FHLB at December 31, 2009 were $960,404,000 under the blanket floating lien and $118,880,000 with a pledge of investment securities. The weighted average advance rate at December 31, 2009 was 3.13%.

The Company has various funding arrangements with commercial banks providing up to $145,000,000 in the form of federal funds and other lines of credit. At December 31, 2009, there were no balances outstanding on these lines and all of the funding was available to the Company.

Junior subordinated debt consists of a total of $111,598,000 in Junior Subordinated Deferrable Interest Debentures of the Company issued to statutory trusts that were funded by the issuance of floating rate capital securities of the trusts and a $25,000,000 capital note issued to a correspondent bank during July 2008. Issuances of $10,310,000 each were completed in November 2002, June 2003, September 2004, and June 2007 and an issuance of $15,464,000 was completed in October 2006. The issue of $6,186,000 completed in March 2003 was assumed in the American Horizons acquisition. Issuances of $7,841,000 and $8,224,000 were assumed in the Pocahontas and PIC acquisitions, respectively. The Company issued $25,775,000 in November 2007 and $7,217,000 in March 2008 to provide funding for various business activities, primarily loan growth.

The term of the securities is 30 years, and they are callable at par by the Company anytime after 5 years. Interest is payable quarterly and may be deferred at any time at the election of the Company for up to 20 consecutive quarterly periods. During a deferral period, the Company is subject to certain restrictions, including being prohibited from declaring dividends to its common shareholders. The capital note matures after seven years and is callable in full or in $1,000,000 increments by the Company at anytime within the seven-year term subject to 30-day written notice to the noteholder. Interest on the note is payable quarterly.

The debentures qualify as Tier 1 Capital and the capital note qualifies as Tier 2 capital for regulatory purposes.

Advances and long-term debt at December 31, 2009 have maturities or call dates in future years as follows:

(dollars in thousands)	Amount
Year Ending December 31,
2010	$	138,888
2011		122,644
2012		128,735
2013		45,979
2014		136,334
2015 and thereafter		173,284
Total	$	745,864

NOTE 12 – ON-BALANCE SHEET DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

In the course of its business operations, the Company is exposed to certain risks, including interest rate, liquidity, and credit risk. The Company manages its risks through the use of derivative financial instruments, primarily through management of exposure due to the receipt or payment of future cash amounts based on interest rates. The Company’s derivative financial instruments manage the differences in the timing, amount, and duration of expected cash receipts and payments.

The Company accounts for its derivative financial instruments in accordance with ASC Topic 815 (formerly SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities), which requires that all derivatives be recognized as assets or liabilities in the balance sheet at fair value.

The primary types of derivatives used by the Company include interest rate swap agreements and interest rate lock commitments.

Interest Rate Swap Agreements

As part of its activities to manage interest rate risk due to interest rate movements, the Company has engaged in interest rate swap transactions to manage exposure to interest rate risk through modification of the Company’s net interest sensitivity to levels deemed to be appropriate. The Company utilizes these interest rate swap agreements to convert a portion of its variable-rate debt to a fixed rate (cash flow hedge). The notional amount on which the interest payments are based is not exchanged. The Company had notional amounts of $95,000,000 and $130,000,000 in derivative contracts on its debt at December 31, 2009 and 2008, respectively.

In addition to using derivative instruments as an interest rate risk management tool, the Company also enters into derivative instruments to help its commercial customers manage their exposure to interest rate fluctuations. To mitigate the interest rate risk associated with these customer contracts, the Company enters into offsetting derivative contract positions. The Company manages its credit risk, or potential risk of default by its commercial customers, through credit limit approval and monitoring procedures. At December 31, 2009, the Company had notional amounts of $184,015,000 on interest rate contracts with corporate customers and $184,015,000 in offsetting interest rate contracts with other financial institutions to mitigate the Company’s rate exposure on its corporate customers’ contracts. At December 31, 2008, the Company had notional amounts of $130,563,000 on both interest rate contracts with corporate customers and offsetting contracts with other financial institutions.

Because the swap agreements used to manage interest rate risk have been designated as hedging exposure to variable cash flows of a forecasted transaction, the effective portion of the derivative’s gain or loss is initially reported as a component of other comprehensive income and subsequently reclassified into earnings when the forecasted transaction affects earnings or when the hedge is terminated. The ineffective portion of the gain or loss is reported in earnings immediately.

In applying hedge accounting for derivatives, the Company establishes a method for assessing the effectiveness of the hedging derivative and a measurement approach for determining the ineffective aspect of the hedge upon the inception of the hedge. These methods are consistent with the Company’s approach to managing risk.

For interest rate swap agreements that are not designated as hedging instruments, changes in the fair value of the derivatives are recognized in earnings immediately. There are no interest rate swap agreements that currently are not designated as a hedging instrument at December 31, 2009. At December 31, 2008, the Company had one non-hedged agreement with a notional amount of $10,000,000. The non-hedged agreement matured in the third quarter of 2009.

Rate Lock Commitments

The Company enters into commitments to originate loans whereby the interest rate on the prospective loan is determined prior to funding (“rate lock commitments”). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Accordingly, such commitments, along with any related fees received from potential borrowers, are recorded at fair value as derivative assets or liabilities, with changes in fair value recorded in net gain or loss on sale of mortgage loans. The fair value of rate lock commitments was immaterial during 2009 and 2008.

At December 31, the information pertaining to outstanding derivative instruments is as follows.

		Asset Derivatives					Liability Derivatives
(dollars in thousands)		2009		2008			2009		2008
	Balance Sheet Location	Fair Value				Balance Sheet Location	Fair Value
Derivatives designated as hedging instruments under ASC Topic 815
Interest rate contracts	Other assets	$	19,000	$	1,152	Other liabilities	$	478	$	2,392
Total derivatives designated as hedging instruments under ASC Topic 815		$	19,000	$	1,152		$	478	$	2,392
Derivatives not designated as hedging instruments under ASC Topic 815
Interest rate contracts	Other assets	$	13,697	$	19,407	Other liabilities	$	13,697	$	19,407
Total derivatives not designated as hedging instruments under ASC Topic 815		$	13,697	$	19,407		$	13,697	$	19,407

At December 31, 2009, the Company was not required to post collateral for any derivative transactions. The Company does not anticipate additional assets will be required to be posted as collateral, nor does it believe additional assets would be required to settle its derivative instruments immediately if contingent features were triggered at December 31, 2009. As permitted by generally-accepted accounting principles, the Company does not offset fair value amounts recognized for the right to reclaim cash collateral or the obligation to return cash collateral against recognized fair value amounts of derivatives executed with the same counterparty under a master netting agreement.

At December 31, the information pertaining to the effect of the derivative instruments on the consolidated financial statements is as follows.

(dollars in thousands)	Amount of Gain (Loss) Recognized in OCI, net of taxes (Effective Portion)					Location of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)				Location of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)	Amount of Gain (Loss) Recognized in Income on Derivative (Ineffective Portion and Amount Excluded from Effectiveness Testing)
Derivatives in ASC Topic 815 Cash Flow Hedging Relationships	2009		2008				2009		2008			2009		2008
Interest rate contracts	$	12,040	$	(675	)	Interest income (expense)	$	—	$	—	Other income (expense)	$	—	$	—
Total	$	12,040	$	(675	)		$	—	$	—		$	—	$	—

	Location of Gain (Loss) Recognized in Income on Derivatives	Amount of Gain (Loss) Recognized in Income on Derivatives
(dollars in thousands)
Derivatives Not Designated as Hedging Instruments under ASC Topic 815		2009		2008
Interest rate contracts	Other income (expense)	$	202	$	(280	)
Total		$	202	$	(280	)

During the year ended December 31, 2009, the Company has not reclassified into earnings any gain or loss as a result of the discontinuance of cash flow hedges because it was probable the original forecasted transaction would not occur by the end of the originally specified term.

At December 31, 2009, there are no derivatives whose fair values will mature within the next twelve months. The Company does not expect to reclassify any amount from accumulated other comprehensive income into interest income over the next twelve months for derivatives that will be settled.

At December 31, 2009 and 2008, the information pertaining to outstanding interest rate swap agreements is as follows:

(dollars in thousands)	2009			2008
Notional amount	$	463,031		$	391,125
Weighted average pay rate		4.6	%		3.5	%
Weighted average receive rate		0.6	%		4.0	%
Weighted average maturity in years		8.5			9.2
Unrealized gain (loss) relating to interest rate swaps	$	18,523		$	(1,241	)

Changes in the fair value of interest rate swaps designated as hedging the variability of cash flows associated with long-term debt are reported in other comprehensive income. These amounts subsequently are reclassified into interest income and interest expense as a yield adjustment in the same period in which the related interest on the long-term debt affects earnings. As a result of these interest rate swaps, interest expense was decreased by $326,000 and increased by $5,000 for the years ended December 31, 2009 and 2008, respectively.

NOTE 13 – INCOME TAXES

The provision for income tax expense consists of the following:

	Years Ended December 31,
(dollars in thousands)	2009			2008			2007
Current expense	$	12,330		$	15,063		$	9,311
Deferred expense (benefit)		77,850			(305	)		2,004
Tax credits		(5,489	)		(760	)		(848	)
Tax benefits attributable to items charged to equity and goodwill		1,200			1,872			6,693
Total income tax expense	$	85,891		$	15,870		$	17,160

There was a balance receivable of $9,875,000 and a balance payable of $4,642,000 for federal and state income taxes at December 31, 2009 and 2008, respectively. The provision for federal income taxes differs from the amount computed by applying the federal income tax statutory rate of 35 percent on income from operations as indicated in the following analysis:

	Years Ended December 31,
(dollars in thousands)	2009			2008			2007
Federal tax based on statutory rate	$	82,999		$	19,524		$	20,465
Increase (decrease) resulting from:
Effect of tax-exempt income		(5,175	)		(4,227	)		(4,324	)
Interest and other nondeductible expenses		1,009			770			881
State taxes		9,261			987			1,261
Tax credits		(5,489	)		(760	)		(848	)
Goodwill impairment		2,808			—			—
Other		478			(424	)		(275	)
Income tax expense	$	85,891		$	15,870		$	17,160
Effective rate		36.2	%		28.5	%		29.3	%

The net deferred tax asset at December 31, 2009 and 2008 is as follows:

(dollars in thousands)	2009			2008
Deferred tax asset:
Allowance for loan losses	$	20,112		$	14,533
Discount on purchased loans		269			334
Deferred compensation		1,562			1,430
Investments acquired		714			1,344
Borrowings		29			280
Swap loss		2			71
Unrealized loss on cash flow hedges		—			434
Other		4,782			2,646
Subtotal		27,470			21,072
Deferred tax liability:
Basis difference in acquired loans		(85,761	)		—
FHLB stock		(650	)		(760	)
Premises and equipment		(8,087	)		(4,301	)
Acquisition intangibles		(9,377	)		(9,746	)
Deferred loan costs		(1,593	)		(1,654	)
Unrealized gain on investments classified as available for sale		(5,406	)		(6,983	)
Unrealized gain on cash flow hedges		(6,483	)		—
Other		(4,042	)		(3,323	)
Subtotal		(121,399	)		(26,767	)
Deferred tax liability, net	$	(93,929	)	$	(5,695	)

Retained earnings at December 31, 2009 and 2008 included approximately $21,864,000 accumulated prior to January 1, 1987 for which no provision for federal income taxes has been made. If this portion of retained earnings is used in the future for any purpose other than to absorb bad debts, it will be added to future taxable income.

On January 1, 2007, the Company adopted the provisions of ASC Topic 740 (formerly FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes). The Company does not believe it has any unrecognized tax benefits included in its consolidated financial statements. The Company has not had any settlements in the current period with taxing authorities, nor has it recognized tax benefits as a result of a lapse of the applicable statute of limitations.

The Company recognizes interest and penalties accrued related to unrecognized tax benefits, if applicable, in noninterest expense. During the years ended December 31, 2009, 2008, and 2007, the Company did not recognize any interest or penalties in its consolidated financial statements, nor has it recorded an accrued liability for interest or penalty payments.

NOTE 14 – SEGMENTS

The Company’s segments reflect the manner in which financial information is currently evaluated. The Company strategically manages and reports the results of its business through four operating segment levels: IBERIABANK, IBERIABANK fsb, IMC, and LTC.

The Company’s IBERIABANK and IBERIABANK fsb segments offer commercial and retail banking products and services to customers throughout locations in six states. IBERIABANK provides these products and services in Louisiana, Alabama, and Florida, while IBERIABNK fsb provides similar services in Arkansas, Tennessee, and Texas. As a Louisiana-chartered commercial bank and a member of the Federal Reserve System, IBERIABANK is subject to regulation, supervision and examination by the Office of Financial Institutions of the State of Louisiana, IBERIABANK’s chartering authority, and the Board of Governors of the Federal Reserve System (the “FRB”), IBERIABANK’s primary federal regulator. As a federal savings association, IBERIABANK fsb is subject to regulation, supervision and examination by the Office of Thrift Supervision (the “OTS”).

IMC operates mortgage production offices that provide mortgage servicing and mortgage loan origination activities in twelve states. LTC offers a full line of title insurance and closing services throughout Arkansas and Louisiana.

The IBERIABANK and IBERIABANK fsb segments are considered reportable segments based on quantitative thresholds applied for reportable segments provided by ASC Topic 280, and are disclosed separately. The Company’s IMC and LTC segments do not meet the thresholds provided, but are reported because management believes information about these segments will be useful to readers of these consolidated financial statements. The Other segment includes the results of operations and financial condition of ICP, as well as the activities of the Company’s holding company, which include corporate business activities, including payment of employee salary and benefits and marketing, business development, legal, professional, and other corporate expenses. Certain expenses not directly attributable to a specific segment are allocated to segments based on pre-determined means that reflect utilization.

The Company maintains its books and records on a legal entity basis for the preparation of financial statements in conformity with GAAP. The following tables present information prepared from the Company’s internal management information system, which is maintained on a line of business level through allocations from the consolidated financial results.

The following tables present certain information regarding our continuing operations by segment, including a reconciliation of segment results to reported operating results for the periods presented. Reconciling items between segment results and reported results include:

• Elimination of interest income and interest expense representing interest earned by IBERIABANK fsb on an intercompany line of credit with IMC to fund mortgage originations, as well as the elimination of the related line of credit at IBERIABANK fsb included in IBERIABANK fsb total loans

• Elimination of interest income earned by the Company on an intercompany note payable with the Company’s LTC segment

• Elimination of interest income and interest expense representing interest earned by IBERIABANK and IBERIABANK fsb on interest-bearing checking accounts held by related companies, as well as the elimination of the related deposit balances at the IBERIABANK and IBERIABANK fsb segments

• Elimination of investment in subsidiary balances on certain operating segments included in total segment assets

• Elimination of intercompany due to/due from balances on certain operating segments that are included in total segment assets.

There were no discontinued operations for the years ended December 31, 2009, 2008, or 2007.

(dollars in thousands)	Year ended December 31, 2009
	IBERIABANK		IBERIABANK fsb			IMC		LTC			Other			Eliminations			Total Reported
Interest income	$	208,410	$	59,094		$	3,577	$	128		$	1,528		$	(2,350	)	$	270,387
Interest expense		70,662		23,565			975		286			4,464			(2,350	)		97,602
Net interest income		137,748		35,529			2,602		(158	)		(2,936	)		—			172,785
Provision for loan losses		18,577		26,793			—		—			—			—			45,370
Gain on acquisition		227,342		—			—		—			—			—			227,342
Gain (loss) on sale of loans		18		(2	)		35,092		—			—			—			35,108
Title income		—		—			—		18,476			—			—			18,476
Other noninterest income		35,603		16,296			146		(1	)		16			—			52,060
Goodwill impairment		—		—			—		9,681			—			—			9,681
Core deposit intangible amortization		1,442		1,451			—		—			—			—			2,893
Other noninterest expenses		99,240		48,951			27,094		17,690			17,711			—			210,686
Income tax provision (benefit)		98,237		(9,697	)		4,219		253			(7,121	)		—			85,891
Net income (loss)	$	183,215	$	(15,675	)	$	6,527	$	(9,307	)	$	(13,510	)	$	—		$	151,250
Total loans	$	4,778,728	$	1,050,771		$	7,182	$	—		$	—		$	(52,316	)	$	5,784,365
Total assets		8,056,926		1,519,153			89,152		18,967			1,068,368			(1,052,164	)		9,700,402
Total deposits		6,467,287		1,151,981			568		—			—			(63,688	)		7,556,148

(dollars in thousands)	Year ended December 31, 2008
	IBERIABANK			IBERIABANK fsb		IMC		LTC			Other			Eliminations			Total Reported
Interest income	$	192,701		$	69,541	$	3,076	$	234		$	693		$	(2,418	)	$	263,827
Interest expense		81,402			37,398		1,972		446			7,383			(2,418	)		126,183
Net interest income		111,299			32,143		1,104		(212	)		(6,690	)		—			137,644
Provision for loan losses		4,200			8,307		61		—			—			—			12,568
Gain (loss) on sale of loans		(210	)		5,815		19,690		—			—			—			25,295
Title income		—			—		—		19,003			—			—			19,003
Other noninterest income		32,474			15,315		180		16			(351	)		—			47,634
Core deposit intangible amortization		1,035			1,373		—		—			—			—			2,408
Other noninterest expenses		66,240			40,963		20,879		20,262			10,474			—			158,818
Income tax provision (benefit)		22,110			204		19		(530	)		(5,933	)		—			15,870
Net income (loss)	$	49,978		$	2,426	$	15	$	(925	)	$	(11,582	)	$	—		$	39,912
Total loans	$	2,901,397		$	886,409	$	5,584	$	—		$	—		$	(48,988	)	$	3,744,402
Total assets		3,864,066			1,505,505		74,338		28,125			861,407			(750,215	)		5,583,226
Total deposits		2,842,113			1,154,917		405		—			—			(1,619	)		3,995,816

(dollars in thousands)	Year ended December 31, 2007
	IBERIABANK			IBERIABANK fsb			IMC		LTC		Other			Eliminations			Total Reported
Interest income	$	192,718		$	68,367		$	2,648	$	605	$	498		$	(2,590	)	$	262,246
Interest expense		92,855			38,734			2,307		—		7,421			(2,590	)		138,727
Net interest income		99,863			29,633			341		605		(6,923	)		—			123,519
Provision for (reversal of) loan losses		(4,337	)		5,861			—		—		—			—			1,525
Gain (loss) on sale of loans		2,371			(1,496	)		15,869		—		—			—			16,744
Title income		—			—			—		17,293		—			—			17,293
Other noninterest income		31,564			11,206			182		4		(135	)		(264	)		42,557
Core deposit intangible amortization		1,039			1,159			—		—		—			—			2,198
Other noninterest expenses		73,886			28,818			12,949		16,339		6,193			(264	)		137,921
Income tax provision (benefit)		18,919			704			1,354		659		(4,476	)		—			17,160
Net income (loss)	$	44,291		$	2,801		$	2,089	$	904	$	(8,775	)	$	—		$	41,310
Total loans	$	2,621,953		$	845,811		$	5,684	$	—	$	—		$	(43,409	)	$	3,430,039
Total assets		3,566,677			1,317,476			67,740		25,699		615,066			(675,700	)		4,916,958
Total deposits		2,502,051			985,219			261		—		—			(2,703	)		3,484,828

Significant Segment Activity That Affects Comparability

During the year ended December 31, 2009, the Company recorded a gain on the CSB, Orion, and Century acquisitions of $227,342,000, which was included in noninterest income on the Company’s consolidated financial statements. See Note 3 to these consolidated financial statements for further information on the gain recorded. There were no similar gains recorded for the years ended December 31, 2008 and 2007. The acquisitions resulted in a significant increase in IBERIABANK’s total loans, total deposits, and total assets for the year ended December 31, 2009.

Also during 2009, the Company recorded an impairment of LTC’s goodwill of $9,681,000, which is included in noninterest expense in the Company’s consolidated financial statements. See Note 8 to these consolidated financial statements for further information on the impairment charge. There was no impairment of the Company’s goodwill for the years ended December 31, 2008 and 2007.

NOTE 15 – CAPITAL REQUIREMENTS AND OTHER REGULATORY MATTERS

The Company, IBERIABANK, and IBERIABANK fsb 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 financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company, IBERIABANK, and IBERIABANK fsb must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

Quantitative measures established by regulation to ensure capital adequacy require the Company, IBERIABANK, and IBERIABANK fsb to maintain minimum amounts and ratios of total and Tier 1 capital to risk-weighted assets and of Tier 1 capital to average assets. Management believes, as of December 31, 2009 and 2008, that the Company, IBERIABANK, and IBERIABANK fsb met all capital adequacy requirements to which they are subject.

As of December 31, 2009, the most recent notification from the Federal Deposit Insurance Corporation categorized IBERIABANK and IBERIABANK fsb as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, an institution must maintain minimum total risk-based, Tier 1 risk-based and Tier 1 leverage ratios as set forth in the following table. There are no conditions or events since the notification that management believes have changed either entity’s category. The Company’s, IBERIABANK’s, and IBERIABANK fsb’s actual capital amounts and ratios as of December 31, 2009 and 2008 are presented in the following table.

	Actual				Minimum				Well Capitalized
(dollars in thousands)	Amount		Ratio		Amount		Ratio		Amount		Ratio
December 31, 2009
Tier 1 leverage capital:
IBERIABANK Corporation	$	779,922	9.90	%	$	315,067	4.00	%	$	N/A	N/A	%
IBERIABANK		548,128	8.40			261,102	4.00			326,377	5.00
IBERIABANK fsb		144,128	10.35			55,689	4.00			69,612	5.00
Tier 1 risk-based capital:
IBERIABANK Corporation		779,922	13.21			236,098	4.00			N/A	N/A
IBERIABANK		548,128	12.18			179,974	4.00			269,961	6.00
IBERIABANK fsb		144,128	12.45			46,307	4.00			69,461	6.00
Total risk-based capital:
IBERIABANK Corporation		860,703	14.58			472,196	8.00			N/A	N/A
IBERIABANK		607,559	13.50			359,947	8.00			449,934	10.00
IBERIABANK fsb		158,506	13.69			92,614	8.00			115,768	10.00
December 31, 2008
Tier 1 leverage capital:
IBERIABANK Corporation	$	570,851	11.27	%	$	202,555	4.00	%	$	N/A	N/A	%
IBERIABANK		276,506	7.58			145,897	4.00			182,371	5.00
IBERIABANK fsb		120,255	8.78			54,786	4.00			68,482	5.00
Tier 1 risk-based capital:
IBERIABANK Corporation		570,851	14.07			162,338	4.00			N/A	N/A
IBERIABANK		276,506	9.10			121,528	4.00			182,292	6.00
IBERIABANK fsb		120,255	12.50			38,482	4.00			57,722	6.00
Total risk-based capital:
IBERIABANK Corporation		636,723	15.69			324,675	8.00			N/A	N/A
IBERIABANK		328,177	10.80			243,055	8.00			303,819	10.00
IBERIABANK fsb		132,128	13.74			76,930	8.00			96,163	10.00

NOTE 16 – SHARE-BASED COMPENSATION

The Company has various types of share-based compensation plans. These plans are administered by the Compensation Committee of the Board of Directors, which selects persons eligible to receive awards and determines the number of shares and/or options subject to each award, the terms, conditions and other provisions of the awards.

Stock Option Plans

The Company issues stock options under various plans to directors, officers and other key employees. The option exercise price cannot be less than the fair value of the underlying common stock as of the date of the option grant and the maximum option term cannot exceed ten years. The stock options granted were issued with vesting periods ranging from one-and-a half to seven years. At December 31, 2009, future awards of 15,573 shares could be made under approved incentive compensation plans.

The stock option plans also permit the granting of Stock Appreciation Rights (“SARs”). SARs entitle the holder to receive, in the form of cash or stock, the increase in the fair value of Company stock from the date of grant to the date of exercise. No SARs have been issued under the plans.

The Company’s net income for the year ended December 31, 2009, 2008 and 2007 included $721,000, $689,000 and $649,000 of compensation costs and $252,000, $241,000 and $227,000 of income tax benefits related to stock options granted under share-based compensation arrangements, respectively. The impact on basic and diluted earnings per share was $0.04 each for the year ended December 31, 2009, $0.04 and $0.03, respectively, for the year ended December 31, 2008 and $0.03 and $0.02, respectively, for the year ended December 31, 2007.

The Company reported $1,346,000, $1,650,000 and $796,000 of excess tax benefits as financing cash inflows during the years ended December 31, 2009, 2008 and 2007, respectively, related to the exercise and vesting of share-based compensation grants. Net cash proceeds from the exercise of stock options were $4,449,000, $2,787,000 and $3,171,000 for the years ended December 31, 2009, 2008 and 2007.

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

	For the Year Ended December 31,
	2009			2008			2007
Expected dividends		2.1	%		2.1	%		2.0	%
Expected volatility		24.2	%		24.0	%		23.6	%
Risk-free interest rate		4.5	%		4.6	%		4.7	%
Expected term (in years)		7.0			7.0			7.0
Weighted-average grant-date fair value	$	15.45		$	15.67		$	15.98

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

At December 31, 2009, there was $4,379,000 of unrecognized compensation cost related to stock options which is expected to be recognized over a weighted-average period of 4.9 years.

The following table represents the activity related to stock options:

	Number of shares		Weighted average exercise price		Weighted average remaining contract life
Outstanding options, December 31, 2006	1,495,317		$	33.52
Granted	182,419			57.58
Exercised	(132,553	)		24.26
Forfeited or expired	(8,300	)		48.67
Outstanding options, December 31, 2007	1,536,883		$	37.09
Granted	26,500			47.45
Exercised	(178,953	)		19.29
Forfeited or expired	(26,689	)		52.12
Outstanding options, December 31, 2008	1,357,741		$	39.35
Granted	98,600			53.22
Exercised	(192,682	)		21.84
Forfeited or expired	(3,785	)		58.36
Outstanding options, December 31, 2009	1,259,874		$	43.05	4.9 Years
Outstanding exercisable at December 31, 2007	1,243,827		$	32.20
Outstanding exercisable at December 31, 2008	1,092,758		$	35.11
Outstanding exercisable at December 31, 2009	946,463		$	38.89	3.9 Years

The following table presents the weighted average remaining life as of December 31, 2009 for options outstanding within the stated exercise prices:

	Outstanding				Exercisable
Exercise Price Range Per Share	Number of Options	Weighted Average Exercise Price		Weighted Average Remaining Life	Number of Options	Weighted Average Exercise Price
$10.70 to $12.05	11,520	$	11.00	0.3 years	11,520	$	11.00
$12.06 to $15.80	—		—	—	—		—
$15.81 to $19.50	16,000	$	18.79	1.2 years	16,000	$	18.79
$19.51 to $29.90	216,073	$	22.29	1.8 years	216,073	$	22.29
$29.91 to $39.85	170,261	$	32.02	3.2 years	170,261	$	32.02
$39.86 to $49.79	456,266	$	46.49	5.0 years	425,167	$	46.52
$49.80 to $51.11	10,500	$	50.51	7.6 years	3,715	$	50.83
$51.12 to $54.91	87,850	$	54.41	9.9 years	1,214	$	54.15
$54.92 to $60.00	291,404	$	57.97	6.8 years	102,513	$	58.03
	1,259,874	$	43.05	4.9 years	946,463	$	38.89

Shares reserved for future stock option grants to employees and directors under existing plans were 15,573 at December 31, 2009. At December 31, 2009, the aggregate intrinsic value of shares underlying outstanding stock options and underlying exercisable stock options was $14,818,000 and $14,555,000. Total intrinsic value of options exercised was $4,422,000 for the year ended December 31, 2009.

Restricted Stock Plans

The Company issues restricted stock under various plans for certain officers and directors. A supplemental stock benefit plan adopted in 1999 and the 2001, 2005, 2008, and 2010 Incentive Plans allow grants of restricted stock. The plans allow for the issuance of restricted stock awards that may not be sold or otherwise transferred until certain

restrictions have lapsed. The holders of the restricted stock receive dividends and have the right to vote the shares. The fair-value cost of the restricted stock shares awarded under these plans is recorded as unearned share-based compensation, a contra-equity account. The unearned compensation related to these awards is amortized to compensation expense over the vesting period (generally three to seven years). The total share-based compensation expense for these awards is determined based on the market price of the Company’s common stock at the date of grant applied to the total number of shares granted and is amortized over the vesting period. As of December 31, 2009, unearned share-based compensation associated with these awards totaled $23,268,000. For the years ended December 31, 2009, 2008 and 2007, the amount included in compensation expense related to restricted stock grants was $4,925,000, $3,853,000, and $3,490,000, respectively. The weighted average grant date fair value of the restricted stock granted during the years ended December 31, 2009, 2008, and 2007 was $45.84, $47.26, and $57.21, respectively.

The following table represents unvested restricted stock award activity for the years ended December 31, 2009, 2008, and 2007, respectively:

	For the Year Ended December 31,
	2009		2008		2007
Balance, beginning of year	414,788		401,917		337,830
Granted	235,557		116,850		151,604
Forfeited	(5,367	)	(17,338	)	(21,288	)
Earned and issued	(94,460	)	(86,641	)	(66,229	)
Balance, end of year	550,518		414,788		401,917

401(k) Profit Sharing Plan

The Company has a 401(k) Profit Sharing Plan covering substantially all of its employees. Annual employer contributions to the plan are set by the Board of Directors. The Company made contributions of $723,000, $651,000 and $687,000 for the years ended December 31, 2009, 2008 and 2007, respectively. The Plan provides, among other things, that participants in the Plan be able to direct the investment of their account balances within the Profit Sharing Plan into alternative investment funds. Participant deferrals under the salary reduction election may be matched by the employer based on a percentage to be determined annually by the employer.

Phantom Stock Awards

As part of the 2008 Incentive Compensation Plan and 2009 Phantom Stock Plan, the Company issues phantom stock awards to certain key officers and employees. The award is subject to a vesting period of seven years and is paid out in cash upon vesting. The amount paid per vesting period is calculated as the number of vested “share equivalents” multiplied by the closing market price of a share of the Company’s common stock on the vesting date. Share equivalents are calculated on the date of grant as the total award’s dollar value divided by the closing market price of a share of the Company’s common stock on the grant date.

Award recipients are also entitled to a “dividend equivalent” on each unvested share equivalent held by the award recipient. A dividend equivalent is a dollar amount equal to the cash dividends that the participant would have been entitled to receive if the participant’s share equivalents were issued in shares of common stock. Dividend equivalents will be deemed to be reinvested as share equivalents that will vest and be paid out on the same date as the underlying share equivalents on which the dividend equivalents were paid. The number of share equivalents acquired with a dividend equivalent shall be determined by dividing the aggregate of dividend equivalents paid on the unvested share equivalents by the closing price of a share of the Company’s common stock on the dividend payment date.

The following table represents share and dividend equivalent share award activity during the years ended December 31, 2009 and 2008.

	Number of share equivalents	Dividend equivalents	Total share equivalents	Value of share equivalents(1)
Balance, December 31, 2007	—	—	—	$	—
Granted	34,947	403	35,350		1,696,800
Forfeited share equivalents	—	—	—		—
Vested share equivalents	—	—	—		—
Balance, December 31, 2008	34,947	403	35,350	$	1,696,800
Granted	32,414	1,483	33,897		1,824,000
Forfeited share equivalents	—	—	—		—
Vested share equivalents	—	—	—		—
Balance, December 31, 2009	67,361	1,886	69,247	$	3,726,000

(1) Value of share equivalents is calculated based on the market price of the Company’s stock at the end of the respective periods. The market price of the Company’s stock was $53.81 and $48.00 on December 31, 2009 and 2008, respectively.

During the years ended December 31, 2009 and 2008, the Company recorded $322,000 and $54,000, respectively, in compensation expense based on the number of share equivalents vested at the end of the period and the current market price of $53.81 and $48.00 per share of common stock. There were no awards vested during the years ended December 31, 2009 and 2008 according to the vesting provisions of the plan and thus no cash payments were made to award recipients.

2010 Stock Incentive Plan

At a special meeting of the Company’s shareholders held on January 29, 2010, the shareholders approved the Company’s 2010 Stock Incentive Plan (the “2010 Plan”), which became effective immediately upon shareholder approval. Under the 2010 Plan, employees, consultants and directors of the Company and its affiliates may be granted awards, though only employees are eligible to receive stock options classified as incentive stock options.

A maximum of 500,000 shares of the Company’s common stock may be awarded under the 2010 Plan. In addition, the maximum number of shares that may be issued as full value awards (i.e. restricted stock awards, for which the recipient receives “full value” of the stock) is limited to 250,000. Awards under the 2010 Plan may include restricted stock awards, stock options, and stock appreciation rights. However, no participant may receive stock options and stock appreciation rights with respect to more than 300,000 shares of common stock per calendar year.

Administration of the 2010 Plan is consistent with that of previously approved plans. The 2010 Plan is administered by a committee of at least two directors, each of whom will be a non-employee director, and an outside director. The committee has the authority, subject to the terms of the 2010 Plan, to determine persons eligible to receive awards, the number of shares and/or options subject to each award, the terms, conditions and other provisions of the awards. The Board of Directors has the power to terminate, amend, alter, suspend, or discontinue the 2010 Plan at any time. If the Board does not take action to earlier terminate the 2010 Plan, the 2010 Plan will terminate on December 14, 2019.

NOTE 17 – RELATED PARTY TRANSACTIONS

In the ordinary course of business, the Company has granted loans to executive officers and directors and their affiliates amounting to $1,512,000 and $3,097,000 at December 31, 2009 and 2008, respectively. During the year ended December 31, 2009, total principal additions were $400,000 and total principal payments were $4,236,000. Unfunded commitments to executive officers and directors and their affiliates totaled $45,000 and $2,061,000 at December 31, 2009 and 2008, respectively. None of the related party loans were classified as nonaccrual, past due, restructured or potential problem loans at December 31, 2009 or 2008.

Deposits from related parties held by the Company through IBERIABANK and IBERIABANK fsb at December 31, 2009 and 2008 amounted to $8,002,000 and $2,906,000, respectively.

NOTE 18 – OFF-BALANCE SHEET ACTIVITIES

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The same credit policies are used in these commitments as for on-balance sheet instruments. The Company’s exposure to credit loss in the event of nonperformance by the other parties is represented by the contractual amount of the financial instruments. At December 31, 2009, the fair value of guarantees under commercial and standby letters of credit was $302,000. This amount represents the unamortized fee associated with these guarantees and is included in the consolidated balance sheet of the Company. This fair value will decrease over time as the existing commercial and standby letters of credit approach their expiration dates.

At December 31, 2009 and 2008, the Company had the following financial instruments outstanding, whose contract amounts represent credit risk:

	Contract Amount
(dollars in thousands)	2009		2008
Commitments to grant loans	$	131,145	$	117,429
Unfunded commitments under lines of credit		1,014,145		807,135
Commercial and standby letters of credit		30,222		27,664

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

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

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

NOTE 19 – FAIR VALUE MEASUREMENTS

On January 1, 2008, the Company adopted the provisions of ASC Topic 820 (formerly SFAS No. 157, Fair Value Measurement), and ASC Topic 825 (formerly SFAS No. 159, The Fair Value Option for Financial Assets and Financial Liabilities). ASC Topic 820 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or liability and establishes a fair value hierarchy that prioritizes the inputs used to develop those assumptions and measure fair value. The hierarchy requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

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

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

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

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

Securities available for sale

Securities are classified within Level 1 where quoted market prices are available in an active market. Inputs include securities that have quoted prices in active markets for identical assets. If quoted market prices are unavailable, fair value is estimated using quoted prices of securities with similar characteristics, at which point the securities would be classified within Level 2 of the hierarchy. Examples may include certain collateralized mortgage and debt obligations. The Company’s current portfolio does not include Level 3 securities as of December 31, 2009.

Mortgage loans held for sale

As of December 31, 2009, the Company has $66,945,000 of conforming mortgage loans held for sale. Mortgage loans originated and held for sale are carried at the lower of cost or estimated fair value. The Company obtains quotes or bids on these loans directly from purchasing financial institutions. Typically these quotes include a premium on the sale and thus these quotes indicate the fair value of the held for sale loans is greater than cost. At December 31, 2009, the entire balance of $66,945,000 is recorded at cost.

Impaired Loans

Loans are measured for impairment using the methods permitted by ASC Topic 310. Fair value of impaired loans is measured by either the loans obtainable market price, if available (Level 1), the fair value of the collateral if the loan is collateral dependent (Level 2), or the present value of expected future cash flows, discounted at the loans effective interest rate (Level 3). Fair value of the collateral is determined by appraisals or independent valuation.

Other Real Estate Owned

As of December 31, 2009, the Company has $74,092,000 in OREO and foreclosed property, which includes all real estate, other than bank premises used in bank operations, owned or controlled by the Company, including real estate acquired in settlement of loans. Properties are recorded at the balance of the loan or at estimated fair value less estimated selling costs, whichever is less, at the date acquired. Fair values of OREO at December 31, 2009 are determined by sales agreement or appraisal, and costs to sell are based on estimation per the terms and conditions of the sales agreement or amounts commonly used in real estate transactions. Inputs include appraisal values on the properties or recent sales activity for similar assets in the property’s market, and thus OREO measured at fair value would be classified within Level 2 of the hierarchy. In accordance with the OREO treatment described, the Company included property writedowns of $5,926,000 and $265,000 in earnings for the years ended December 31, 2009 and 2008, respectively.

Derivative Financial Instruments

The Company utilizes interest rate swap agreements to convert a portion of its variable-rate debt to a fixed rate (cash flow hedge). The Company also enters into commitments to originate loans whereby the interest rate on the prospective loan is determined prior to funding (“rate lock commitments”). Rate lock commitments on mortgage loans that are intended to be sold are considered to be derivatives. Fair value of the interest rate swap and interest rate lock commitments are estimated using prices of financial instruments with similar characteristics, and thus the commitments are classified within Level 2 of the fair value hierarchy.

The Company’s adoption of Topic 820 did not have a material impact on its consolidated financial statements. The Company has segregated all financial assets and liabilities that are measured at fair value on a recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below.

(dollars in thousands)			Fair Value Measurements at December 31, 2009 Using
Recurring Basis Description	December 31, 2009		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Available -for-sale securities	$	1,320,476	$	154,333	$	1,166,143	$	—
Derivative instruments		32,697		—		32,697		—
Total	$	1,353,173	$	154,333	$	1,198,840	$	—
Liabilities
Derivative instruments		14,175		—		14,175		—
Total	$	14,175	$	—	$	14,175	$	—

Gains and losses (realized and unrealized) included in earnings (or changes in net assets) during 2009 related to assets and liabilities measured at fair value on a recurring basis are reported in noninterest income or other comprehensive income as follows:

(dollars in thousands)	Noninterest income		Other comprehensive income
Total gains (losses) included in earnings (or changes in net assets)	$	6,937	$	—
Change in unrealized gains (losses) relating to assets still held at December 31, 2009	$	—	$	10,122

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

(dollars in thousands)			Fair Value Measurements at December 31, 2009 Using
Nonrecurring Basis Description	December 31, 2009		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Loans	$	10,211	$	—	$	10,211	$	—
Property, plant, and equipment		660		—		660		—
Goodwill		8,729						8,729
Total	$	19,600	$	—	$	10,871	$	8,729

Assets and liabilities measured at fair value on a nonrecurring basis above do not include the assets acquired and liabilities assumed as part of the CSB, Orion, and Century acquisitions. The fair values of the acquired assets and assumed liabilities would be classified in the table above as Level 2 for the investment securities and OREO properties acquired and Level 3 for the other assets acquired and the liabilities assumed. Fair value measurement of the acquired assets and liabilities is discussed further in Note 3.

In accordance with the provisions of ASC Topic 310, the Company records loans considered impaired at their fair value. A loan is considered impaired if it is probable the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Fair value is measured at the fair value of the collateral for collateral-dependent loans. Impaired non-covered loans with an outstanding balance of $14,322,000 were recorded at their fair value at December 31, 2009. These loans include a reserve of $4,154,000 included in the Company’s allowance for loan losses.

In accordance with the provisions of ASC Topic 360 (formerly Statement 144, Accounting for the Impairment or Disposal of Long-Lived Assets), land at one of the Company’s former branches with a carrying amount of $814,000 was written down to its fair value of $660,000, resulting in an impairment charge of $154,000, which was included in earnings for the year ended December 31, 2009.

Goodwill recorded at fair value is a result of the Company’s annual impairment test at its LTC reporting unit, discussed further in Note 8 to these consolidated financial statements.

Excluding liabilities recorded as part of the acquisitions, the Company did not record any liabilities at fair value for which measurement of the fair value was made on a nonrecurring basis during the year ended December 31, 2009.

ASC Topic 825 provides the Company with an option to report selected financial assets and liabilities at fair value. The fair value option established by this Statement permits the Company to choose to measure eligible items at fair value at specified election dates and report unrealized gains and losses on items for which the fair value option has been elected in earnings at each reporting date subsequent to implementation.

The Company has currently chosen not to elect the fair value option for any items that are not already required to be measured at fair value in accordance with accounting principles generally accepted in the United States, and as such has not included any gains or losses in earnings for the year ended December 31, 2009.

NOTE 20 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted

market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. ASC Topic 825 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:

Cash and Cash Equivalents: The carrying amounts of cash and short-term instruments approximate their fair value.

Investment Securities: Fair value equals quoted market prices in an active market. If quoted market prices are unavailable, fair value is estimated using pricing models or quoted prices of securities with similar characteristics.

Loans: The fair value of mortgage loans receivable was estimated based on present values using entry-value rates at December 31, 2009 and 2008, weighted for varying maturity dates. Other loans receivable were valued based on present values using entry-value interest rates at December 31, 2009 and 2008 applicable to each category of loans. Fair values of mortgage loans held for sale are based on commitments on hand from investors or prevailing market prices.

Deposits: The fair value of NOW accounts, money market deposits and savings accounts was the amount payable on demand at the reporting date. Certificates of deposit were valued using a weighted average rate calculated based upon rates at December 31, 2009 and 2008 for deposits of similar remaining maturities.

Short-term Borrowings: The carrying amounts of short-term borrowings maturing within ninety days approximate their fair values.

Long-term Debt: The fair values of long-term debt are estimated using discounted cash flow analyses based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.

Derivative Instruments: Fair values for interest rate swap agreements are based upon the amounts required to settle the contracts.

Off-Balance Sheet Items: The Company has outstanding commitments to extend credit and standby letters of credit. These off-balance sheet financial instruments are generally exercisable at the market rate prevailing at the date the underlying transaction will be completed. At December 31, 2009 and 2008, the fair value of guarantees under commercial and standby letters of credit was immaterial.

The estimated fair values and carrying amounts of the Company’s financial instruments are as follows:

	December 31, 2009				December 31, 2008
(dollars in thousands)	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Financial Assets
Cash and cash equivalents	$	175,397	$	175,397	$	345,865	$	345,865
Investment securities		1,580,837		1,581,274		889,476		889,693
Loans and loans held for sale		5,851,310		5,851,067		3,807,905		3,769,857
Derivative instruments		32,697		32,697		20,559		20,599
Financial Liabilities
Deposits	$	7,556,148	$	7,367,867	$	3,995,816	$	3,847,939
Short-term borrowings		263,351		263,351		208,213		208,213
Long-term debt		745,864		743,361		568,479		584,696
Derivative instruments		14,175		14,175		21,800		21,800

The fair value estimates presented herein are based upon pertinent information available to management as of December 31, 2009 and 2008. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

NOTE 21 – SHAREHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

Redemption of Preferred Stock

On December 5, 2008, the Company completed the issuance and sale of 90,000 shares of its $1.00 par value, $1,000 liquidation value Fixed Rate Cumulative Perpetual Preferred Stock, Series A (“preferred stock”), to the U.S. Department of the Treasury as part of the announced Capital Purchase Program (“CPP”). The preferred shares included a 10-year warrant to purchase up to 138,490 shares of the Company’s common stock at an exercise price of $48.74 per share, for an aggregate purchase price of $6,750,000. The exercise price of the warrant and the market price for determining the number of shares of common stock subject to the warrant, were determined on the date of the preferred investment (calculated on a 20-trading day trailing average).

The fair value allocation of the $90,000,000 proceeds between the preferred shares and the warrant resulted in $87,779,000 allocated to the preferred shares and $2,221,000 allocated to the warrant. The issuance required the Company to pay the U.S. Treasury a 5.0% annual dividend on a quarterly basis, or $4,500,000 annually, for each of the first five years of the investment, and 9.0% thereafter.

On February 26, 2009, the Company announced it had filed notice to the U.S. Treasury that the Company would redeem all of the 90,000 outstanding shares of its preferred stock at a total redemption price of $90,575,000, which included the unpaid accrued interest. On the March 31, 2009 redemption date, the Company paid $90,575,000 to the U.S Treasury to redeem the preferred stock. At the time of payment, all rights of the Treasury, as the holder of the preferred stock, terminated. At the time of payment, the preferred stock had a carrying value of $87,843,000. The remaining $2,732,000 included an accrued dividend of $575,000 and an accelerated deemed dividend of $2,157,000. As a result, for the year ended December 31, 2009, the dividend paid on the preferred shares totaled $3,350,000.

Comprehensive Income

Comprehensive income is the total of net income and all other non-shareholder changes in equity. Items recognized as components of comprehensive income or loss are displayed in the Company’s consolidated statements of changes in shareholders’ equity. The following is a summary of the changes in the components of other comprehensive income:

	Years Ended December 31,
(dollars in thousands)	2009			2008			2007
Balance at beginning of year , net	$	12,969		$	5,869		$	(3,483	)
Unrealized gain (loss) on securities available for sale		2,746			12,025			13,791
Reclassification adjustment for net (gains) losses realized in net income		(6,735	)		(1,102	)		596
Net unrealized gain (loss)		(3,989	)		10,923			14,387
Tax effect		(1,397	)		3,823			5,035
Net of tax change		(2,592	)		7,100			9,352
Balance at end of year, net		10,376			12,969			5,869
Balance at beginning of year, net	$	(675	)	$	(144	)	$	177
Unrealized gain (loss) on cash flow hedges		19,561			(817	)		(493	)
Tax effect		(6,847	)		286			172
Net of tax change		12,714			(531	)		(321	)
Balance at end of year, net		12,040			(675	)		(144	)
Total change in other comprehensive income (loss), net of income taxes	$	10,122		$	6,569		$	9,031
Total balance in other comprehensive income (loss), net of income taxes	$	22,416		$	12,294		$	5,725

Public Stock Offering – March 8, 2010

On March 8, 2010, the Company completed the sale of 5,973,207 shares of its common stock in an underwritten public offering at a price of $57.75 per share. The shares include 778,402 shares pursuant to the exercise of the underwriters’ over-allotment option. The net proceeds of the offering, after deducting underwriting discounts and commissions and estimated offering expenses, were $328,980,000.

NOTE 22 – RESTRICTIONS ON DIVIDENDS, LOANS AND ADVANCES

IBERIABANK is restricted under applicable laws in the payment of dividends to an amount equal to current year earnings plus undistributed earnings for the immediately preceding year, unless prior permission is received from the Commissioner of Financial Institutions for the State of Louisiana. Dividends payable by IBERIABANK in 2010 without permission will be limited to 2010 earnings plus an additional $183,216,000.

IBERIABANK fsb is restricted under applicable laws in the payment of dividends to an amount equal to current year earnings plus undistributed earnings for the immediately preceding two years, unless prior permission is received from the Office of Thrift Supervision. Because IBERIABANK fsb reported a loss for the year ended December, 31, 2009, IBERIABANK fsb will not be able to pay dividends in 2010 without permission.

Funds available for loans or advances by IBERIABANK or IBERIABANK fsb to the Company amounted to $77,286,000. In addition, dividends paid by IBERIABANK or IBERIABANK fsb to the Company would be prohibited if the effect thereof would cause IBERIABANK’s or IBERIABANK fsb’s capital to be reduced below applicable minimum capital requirements.

NOTE 23 – CONDENSED PARENT COMPANY ONLY FINANCIAL STATEMENTS

Condensed financial statements of IBERIABANK Corporation (parent company only) are shown below. The parent company has no significant operating activities.

Condensed Balance Sheets

December 31, 2009 and 2008

(dollars in thousands)	2009		2008
Assets
Cash in bank	$	62,025	$	168,313
Investment in subsidiaries		953,202		660,170
Other assets		53,027		32,924
Total assets	$	1,068,254	$	861,407
Liabilities and Shareholders’ Equity
Liabilities	$	114,039	$	127,199
Shareholders’ equity		954,215		734,208
Total liabilities and shareholders’ equity	$	1,068,254	$	861,407

Condensed Statements of Income

Years Ended December 31, 2009, 2008 and 2007

(dollars in thousands)	2009			2008			2007
Operating income
Dividends from subsidiaries	$	—		$	25,200		$	14,500
Reimbursement of management expenses		34,280			28,980			—
Other income		1,544			343			362
Total operating income		35,824			54,523			14,862
Operating expenses
Interest expense		4,464			7,383			7,421
Salaries and employee benefits expense		35,719			27,483			4,468
Other expenses		16,241			11,971			1,724
Total operating expenses		56,424			46,837			13,613
Income (loss) before income tax (expense) benefit and increase in equity in undistributed earnings of subsidiaries		(20,600	)		7,686			1,249
Income tax benefit		7,108			5,933			4,476
Income (loss) before equity in undistributed earnings of subsidiaries		(13,492	)		13,619			5,725
Equity in undistributed earnings of subsidiaries		164,742			26,293			35,585
Net Income	$	151,250		$	39,912		$	41,310
Preferred Stock Dividends		(3,350	)		(348	)		—
Income available to common shareholders	$	147,900		$	39,564		$	41,310

Condensed Statements of Cash Flows

Years Ended December 31, 2009, 2008, and 2007

(dollars in thousands)	2009			2008			2007
Cash Flows from Operating Activities
Net income	$	151,250		$	39,912		$	41,310
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		(937	)		(226	)		(407	)
Net income of subsidiaries		(164,742	)		(40,793	)		(35,561	)
Noncash compensation expense		6,586			5,106			4,530
Gain on sale of assets		—			(3	)		—
Derivative (gains) losses on swaps		(198	)		(549	)		726
Increase in dividend receivable from subsidiaries		—			—			11,500
Cash retained from tax benefit associated with share-based payment arrangements		(1,346	)		(1,650	)		(796	)
Other, net		(13,648	)		12,105			(6,024	)
Net Cash (Used in) Provided by Operating Activities		(23,035	)		13,902			15,278
Cash Flows from Investing Activities
Cash received in excess of cash paid in acquisition		—			128,464			(5,836	)
Proceeds from sale of premises and equipment		—			17			—
Purchases of premises and equipment		(1,217	)		487			—
Capital contributed to subsidiary		(130,730	)		—			—
Acquisition		—			(163,487	)		(96,629	)
Net Cash Used In Investing Activities		(131,947	)		(34,519	)		(102,465	)
Cash Flows from Financing Activities
Dividends paid to shareholders		(23,355	)		(17,870	)		(16,138	)
Proceeds from long-term debt		—			7,000			78,810
Common stock issued		164,644			109,855			—
Preferred stock and common stock warrants (repaid) issued		(89,078	)		90,000			—
Repayments of long-term debt		(8,333	)		(6,667	)		(15,310	)
Costs of issuance of common stock		—			—			(38	)
Payments to repurchase common stock		(979	)		(762	)		(9,607	)
Proceeds from sale of treasury stock for stock options exercised		4,449			2,787			3,171
Cash retained from tax benefit associated with share-based payment arrangements		1,346			1,650			796
Net Cash Provided by Financing Activities		48,694			185,993			41,684
Net (Decrease) Increase in Cash and Cash Equivalents		(106,288	)		165,376			(45,503	)
Cash and Cash Equivalents at Beginning of Period		168,313			2,937			48,440
Cash and Cash Equivalents at End of Period	$	62,025		$	168,313		$	2,937

NOTE 24 – QUARTERLY RESULTS OF OPERATIONS

(dollars in thousands, except per share data)	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Year Ended December 31, 2009
Total interest income	$	60,321		$	60,974		$	63,554		$	85,538
Total interest expense		24,034			22,698			22,888			27,982
Net interest income		36,287			38,276			40,666			57,556
Provision for loan losses		3,032			7,783			25,295			9,260
Net interest income after provision for loan losses		33,255			30,493			15,371			48,296
Gain (loss) on sale of investments, net		3			5,879			(25	)		878
Other noninterest income		23,727			26,151			81,259			195,115
Noninterest expense		43,792			49,814			54,540			75,114
Income before income taxes		13,193			12,709			42,065			169,174
Income tax expense		4,048			4,235			17,113			60,495
Net Income		9,145			8,474			24,952			108,679
Preferred stock dividends		(3,350	)		—			—			—
Income available to common shareholders	$	5,795		$	8,474		$	24,952		$	108,679
Earnings allocated to unvested restricted stock		(169	)		(250	)		(608	)		(2,706	)
Earnings available to common shareholders—Diluted	$	5,626		$	8,224		$	24,344		$	105,973
Earnings per share – basic	$	0.36		$	0.53		$	1.23		$	5.26
Earnings per share – diluted	$	0.36		$	0.52		$	1.22		$	5.22
Year Ended December 31, 2008
Total interest income	$	67,310		$	65,120		$	66,323		$	65,074
Total interest expense		34,484			32,647			31,145			27,907
Net interest income		32,826			32,473			35,178			37,167
Provision for loan losses		2,695			1,537			2,131			6,206
Net interest income after provision for loan losses		30,131			30,936			33,047			30,961
Gain on sale of investments, net		122			482			8			525
Other noninterest income		26,164			22,201			22,567			19,863
Noninterest expense		36,796			40,282			43,595			40,552
Income before income taxes		19,621			13,337			12,027			10,797
Income tax expense		6,266			3,811			3,272			2,521
Net Income		13,355			9,526			8,755			8,276
Preferred stock dividends		—			—			—			(348	)
Income available to common shareholders	$	13,355		$	9,526		$	8,755		$	7,928
Earnings per share – basic	$	1.04		$	0.74		$	0.68		$	0.58
Earnings per share – diluted	$	1.02		$	0.72		$	0.66		$	0.57

Corporate Information

Corporate Headquarters

IBERIABANK Corporation

200 West Congress Street

Lafayette, LA 70501

337.521.4012

Corporate Mailing Address

P.O. Box 52747

Lafayette, LA 70505-2747

Annual Meeting

IBERIABANK Corporation Annual Meeting of Shareholders will be held on Tuesday, May 4, 2010 at 10:00 a.m. at the Windsor Court Hotel (La Chinoiserie - 23rd Floor) located at 300 Gravier Street, New Orleans, Louisiana.

Shareholder Assistance

Shareholders requesting a change of address, records or information about the Dividend Reinvestment Plan, or lost certificates should contact:

Investor Relations

Registrar and Transfer Company

10 Commerce Drive

Cranford, NJ 07016

800.368.5948

www.invrelations@RTCO.com

For Information

Copies of the Company’s Annual Report on Form 10-K including financial statements and financial statement schedules, will be furnished to Shareholders without cost by sending a written request to George J. Becker III, Secretary, IBERIABANK Corporation, 200 West Congress Street, 12th Floor, Lafayette, Louisiana 70501. This and other information regarding IBERIABANK Corporation and its subsidiaries may be accessed from our web sites. In addition, shareholders may contact:

Daryl G. Byrd, President and CEO

337.521.4003

John R. Davis Senior Executive Vice President

337.521.4005

Internet Addresses

www.iberiabank.com

www.iberiabankfsb.com

www.iberiabankmortgage.com

www.lenderstitle.com

www.utla.com

www.iberiabankcreditcards.com

Stock Information

	MARKET PRICE						DIVIDENDS DECLARED
2008	HIGH		LOW		CLOSING
First Quarter	$	51.97	$	40.02	$	44.25	$	0.34
Second Quarter	$	53.35	$	44.18	$	44.47	$	0.34
Third Quarter	$	62.50	$	40.87	$	52.85	$	0.34
Fourth Quarter	$	56.15	$	42.04	$	48.00	$	0.34
	MARKET PRICE						DIVIDENDS DECLARED
2009	HIGH		LOW		CLOSING
First Quarter	$	48.04	$	35.78	$	45.94	$	0.34
Second Quarter	$	51.44	$	37.00	$	39.41	$	0.34
Third Quarter	$	50.05	$	38.75	$	45.56	$	0.34
Fourth Quarter	$	57.00	$	41.76	$	53.81	$	0.34

At December 31, 2009, IBERIABANK Corporation had approximately 2,086 shareholders of record.

Securities Listing

IBERIABANK Corporation’s common stock trades on the NASDAQ Global Select Market under the symbol “IBKC.” In local and national newspapers, the company is listed under “IBERIABANK.”

Dividend Restrictions

The majority of the Company’s revenue is from dividends declared and paid to the Company by its subsidiary financial institutions, which are subject to laws and regulations that limit the amount of dividends and other distributions they can pay. In addition, the Company and these subsidiaries are required to maintain capital at or above regulatory minimums and to remain “well-capitalized” under prompt corrective action regulations. The declaration and payment of dividends on the Company’s capital stock also are subject to contractual restrictions. See Note 11—Long-Term Debt, Note 15—Capital Requirements and Other Regulatory Matters and Note 22—Restrictions on Dividends, Loans and Advances to the Consolidated Financial Statements. See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Dividend Investment Plan

IBERIABANK Corporation shareholders may take advantage of our Dividend Reinvestment Plan. This program provides a convenient, economical way for shareholders to increase their holdings of the Company’s common stock. The shareholder pays no brokerage commissions or services charges while participating in the plan. A nominal fee is charged at the time that an individual terminates plan participation. This plan does not currently offer participants the ability to purchase additional shares with optional cash payments.

To enroll in the IBERIABANK Corporation Dividend Reinvestment Plan, shareholders must complete an enrollment form. A summary of the plan and enrollment forms are available from the Register and Transfer Company at the address provided under Shareholder Assistance.

EX-21

EXHIBIT 21

SUBSIDIARIES OF THE REGISTRANT

IBERIABANK Corporation, a Louisiana corporation, is a bank holding company that has elected to become a financial holding company. The table below sets forth all of IBERIABANK Corporation’s subsidiaries as to state or jurisdiction of organization. All of the subsidiaries listed below are included in the consolidated financial statements, and no separate financial statements are submitted for any subsidiary.

Subsidiary	State or Jurisdiction of Organization
IBERIABANK	Louisiana
Acadiana Holdings, LLC	Louisiana
IBERIABANK Insurance Services, LLC	Louisiana
Pulaski Insurance Agency, Inc.	Arkansas
Sun Realty, Inc.	Arkansas
Jefferson Insurance Corporation	Louisiana
Iberia Financial Services, LLC	Louisiana
Finesco, LLC	Louisiana
Pulaski Financial Services, LLC	Arkansas
IBERIABANK Asset Management, Inc.	Louisiana
Iberia Investment Fund I, LLC	Louisiana
Iberia Investment Fund II, LLC	Louisiana
IBERIABANK fsb	United States
IBERIABANK Mortgage Company	Arkansas
P.F. Services, Inc.	Arkansas
Lenders Title Company	Arkansas
Asset Exchange, Inc.	Arkansas
United Title of Louisiana, Inc.	Louisiana
United Title & Abstract, LLC	Louisiana
American Abstract and Title Company, Inc.	Arkansas
IBERIA Capital Partners LLC	Louisiana

EX-23.1

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the following Registration Statements:

Registration Statement (Form S-8 No. 333-135359) pertaining to the IBERIABANK Corporation Retirement Savings Plan;

Registration Statement (Form S-8 No. 333-28859) pertaining to the IBERIABANK Corporation 1996 Stock Option Plan;

Registration Statement (Form S-8 No. 333-64402) pertaining to the IBERIABANK Corporation 2001 Incentive Compensation Plan;

Registration Statement (Form S-8 No. 333-117356) pertaining to the IBERIABANK Corporation Stock Purchase Warrants;

Registration Statement (Form S-8 No. 333-130273) pertaining to the IBERIABANK Corporation 2005 Stock Incentive Plan;

Registration Statement (Form S-8 No. 333-79811) pertaining to the IBERIABANK Corporation Retirement Savings Plan;

Registration Statement (Form S-8 No. 333-81315) pertaining to the IBERIABANK Corporation 1999 Stock Option Plan

Registration Statement (Form S-8 No. 333-41970) pertaining to the IBERIABANK Corporation Supplemental Stock Option Plan;

Registration Statement (Form S-8 No. 333-148635) pertaining to the IBERIABANK Corporation Deferred Compensation Plan;

Registration Statement (Form S-8 No. 333-151754) pertaining to the IBERIABANK Corporation 2008 Incentive Compensation Plan; and

Registration Statement (Form S-3 No. 333-155443) pertaining to the IBERIABANK Corporation shelf registration statement

of our reports dated March 15, 2010, with respect to the consolidated financial statements of IBERIABANK Corporation, and the effectiveness of internal control over financial reporting of IBERIABANK Corporation included in this Annual Report (Form 10-K) for the year ended December 31, 2009.

/s/ Ernst & Young LLP

New Orleans, Louisiana

March 15, 2010

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

SECTION 302 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

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

1. I have reviewed this annual report on Form 10-K of IBERIABANK Corporation;

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

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

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

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

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

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

d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

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

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

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

Date: March 16, 2010	/s/ Daryl G. Byrd
	Daryl G. Byrd
	President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

SECTION 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER

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

1. I have reviewed this annual report on Form 10-K of IBERIABANK Corporation;

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

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

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

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

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

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

d) Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

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

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

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

Date: March 16, 2010	/s/ Anthony J. Restel
	Anthony J. Restel
	Senior Executive Vice President and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of IBERIABANK Corporation (the “Company”) on Form 10-K for the fiscal year ended December 31, 2009 (the “Report”), I, Daryl G. Byrd, President and Chief Executive Officer of the Company, certify that to the best of my knowledge:

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

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

/s/ Daryl G. Byrd

Daryl G. Byrd

President and Chief Executive Officer

March 16, 2010

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

EX-32.2

EXHIBIT 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of IBERIABANK Corporation (the “Company”) on Form 10-K for the fiscal year ended December 31, 2009 (the “Report”), I, Anthony J. Restel, Senior Executive Vice President and Chief Financial Officer of the Company, certify that to the best of my knowledge:

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

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

/s/ Anthony J. Restel

Anthony J. Restel

Senior Executive Vice President and Chief Financial Officer

March 16, 2010

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