Common use of Conduct of Business - Negative Covenants Clause in Contracts

Conduct of Business - Negative Covenants. From the date of this Agreement until the earlier of the Effective Date or until the termination of this Agreement, except as otherwise permitted by this Agreement or as set forth on Schedule 6.1, PFSL will not do, or agree or commit to do, and will cause each of its Subsidiaries not to do or agree to commit to do, any of the following without the prior written consent of a duly authorized officer of IBKC, which consent will not be unreasonably withheld: (a) Amend its charter, by-laws, or other governing instruments, or (b) Impose, or suffer the imposition, on any share of capital stock held by it or by one of its Subsidiaries, of any material lien, charge or encumbrance, or permit any such lien, charge or encumbrance to exist, or (c) Repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any shares of its capital stock or any securities convertible into any shares of its capital stock, or (d) Except as expressly contemplated by this Agreement, acquire direct or indirect control over any corporation, association, firm or organization, other than in connection with (i) internal reorganizations or consolidations involving existing Subsidiaries, (ii) good faith foreclosures in the ordinary course of business, (iii) acquisitions of control by a banking Subsidiary in a bona fide fiduciary capacity, (iv) investments made by small business investment corporations or by Subsidiaries that invest in unaffiliated companies in the ordinary course of business, or (v) the creation of new Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement, or (e) Except as set forth on Schedule 6.1(e), issue, sell, pledge, encumber, authorize the issuance of, or otherwise dispose of: (i) any shares of its capital stock, including any agreement to issue, sell, pledge, encumber, or authorize the issuance of its capital stock; (ii) any substantial part of its assets or earning power; or (iii) any asset other than in the ordinary course of business for reasonable and adequate consideration, or (f) Adjust, split, combine, or reclassify any capital stock of PFSL or issue or authorize the issuance of any other securities in respect of or in substitution for PFSL Common Stock, or (g) Except as set forth on Schedule 6.1(g), incur any additional material debt obligation or other material obligation for borrowed money, except in the ordinary course of its business consistent with past practices (and such ordinary course of business shall include, but shall not be limited to, Federal Home Loan Bank advances, the creation of deposit liabilities, purchases of federal funds, sales of certificates of deposit and entry into repurchase agreements), or (h) Grant any increase in compensation or benefits to its officers or other employees; pay any bonus not in accordance with Schedule 6.1(h) or as set forth below, enter into any severance agreements with any of its directors or officers; grant any increase in fees or other increases in compensation or other benefits to any of its present or former directors; or effect any change in retirement benefits for any class of its employees or officers (unless such change is required by applicable law or, in the opinion of counsel, is necessary or advisable to maintain the tax qualification of any plan under which the retirement benefits are provided) that would increase the retirement benefit liabilities of PFSL, except that FCB may accrue up to $500,000 as a success bonus to key employees (the “Success Bonus”). The allocation of and the recipients of the Success Bonus shall be mutually agreed by the parties hereto and shall be distributed in accordance with IBERIABANK’s standard payroll processing to FCB Employees who continue to be FCB employees as of the conversion of FCB’s processing system subsequent to the Merger. The obligation to pay the Success Bonus to FCB Employees shall be assumed by IBKC in the Merger, or (i) Except as contemplated by this Agreement, or any of the agreements, documents or instruments contemplated hereby, or as set forth on Schedule 6.1(i), amend any existing employment, severance or similar contract between it or any of its Subsidiaries (unless such amendment is required by law), or enter into any new such contract with, any person, or (j) Except as contemplated by this Agreement or any of the agreements, documents or instruments contemplated hereby, or set forth in Schedule 6.1(j), adopt any new employee benefit plan or make any material change in or to any existing employee benefit plan, other than any such change that is required by law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan. (k) Place or suffer to exist on any of it assets or properties any mortgage, pledge, lien, charge or other encumbrance, other than in the ordinary course of business consistent with past practices, or as disclosed in Schedule 6.1(k), cancel any material indebtedness to it or any material claims which it may have had, or waive any right of substantial value or discharge or satisfy any material noncurrent liability. (l) Charge off (except as may otherwise be required by law or by regulatory authorities or by GAAP consistently applied) any material Credit, or make or enter into any commitments to make any Credit which varies materially from its written credit policies, copies of which have been made available to IBKC. (m) Reduce its reserve for loan losses below the amount recorded on its Financial Statements at December 31, 2005, except as may be required by law, regulatory authority or GAAP. (n) Other than in the normal course of providing credit to customers as part of its banking business, accepting deposits and making investments, enter into any contract or series of related contracts involving a payment of more than $5,000. (o) Commit to do any of the foregoing.

Conduct of Business - Negative Covenants. From the date of this Reorganization Agreement until the earlier of the Effective Date Time of the Merger or until the termination of this Reorganization Agreement, except as otherwise permitted by this Agreement or as set forth on in Schedule 6.15.3, PFSL PSFC and Peoples Bank covenant and agree that they will not neither do, or nor agree or commit to do, and will cause each of its Subsidiaries not nor permit any PSFC Subsidiary to do or commit or agree to commit to do, any of the following without requesting Emclaire's approval and receiving the prior written consent of a duly authorized officer the president of IBKCEmclaire, which consent will not be unreasonably withheldwithheld and shall be deemed given unless Emclaire disapproves the same within five (5) business days of having received PSFC's written request for such approval: (a) Amend Except as expressly contemplated by this Reorganization Agreement or the Plan of Merger, amend its charter, by-laws, Articles of Incorporation or other governing instruments, Bylaws; or (b) Impose, or suffer the imposition, Impose on any share of capital stock held by it or by one any of its Subsidiaries, Subsidiaries of any material lien, charge charge, or encumbrance, or permit any such lien, charge charge, or encumbrance to exist, ; or (ci) Repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any shares of its capital stock or other equity securities or any securities or instruments convertible into any shares of its capital stock, or any rights or options to acquire any shares of its capital stock or other equity securities except as expressly permitted by this Reorganization Agreement or the Plan of Merger; or (ii) split or otherwise subdivide its capital stock; or (iii) recapitalize in any way; or (iv) declare a stock dividend on the PSFC Common Stock; or (v) pay or declare a cash dividend or make or declare any other type of distribution on the PSFC Common Stock except for any cash dividend already declared prior to this Reorganization Agreement or regular quarterly cash dividends payable in the same amount and during the same time periods as past quarterly dividends; or (d) Except as expressly contemplated permitted by this Reorganization Agreement, acquire direct or indirect control over any corporation, association, firm firm, organization or organizationother entity, other than in connection with (i) mergers, acquisitions, or other transactions approved in writing by Emclaire, (ii) internal reorganizations or consolidations involving existing Subsidiaries, (ii) good faith foreclosures in the ordinary course of business, (iii) acquisitions of control by a banking Subsidiary in a bona fide its fiduciary capacity, or (iv) investments made by small business investment corporations or by Subsidiaries that invest in unaffiliated companies in the ordinary course of business, or (v) the creation of new Subsidiaries subsidiaries organized to conduct or continue activities otherwise permitted by this Reorganization Agreement, or; (e) Except as set forth on Schedule 6.1(e)expressly permitted by this Reorganization Agreement or the Plan of Merger, to (i) issue, sell, pledge, encumber, authorize the issuance ofagree to sell, or otherwise dispose of: (i) of or otherwise permit to become outstanding any additional shares of its PSFC Common Stock (not including shares issuable upon the exercise of validly issued and PSFC Stock Options outstanding as of the date of this Reorganization Agreement), or any other capital stock of PSFC or of any PSFC Subsidiary, or any stock appreciation rights, or any option, warrant, conversion, call, scrip, or other right to acquire any such stock, including or any agreement security convertible into any such stock, unless any such shares of such stock are directly sold or otherwise directly transferred to issuePSFC or any PSFC Subsidiary, sell, pledge, encumber, or authorize the issuance of its capital stock; (ii) sell, agree to sell, or otherwise dispose of any substantial part of its the assets or earning powerpower of PSFC or of any PSFC Subsidiary; or (iii) sell, agree to sell, or otherwise dispose of any asset of PSFC or any PSFC Subsidiary other than in the ordinary course of business for reasonable and adequate considerationconsideration or (iv) buy, or (f) Adjust, split, combine, agree to buy or reclassify any capital stock otherwise acquire a substantial part of PFSL the assets or issue or authorize the issuance earning power of any other securities in respect of Person or in substitution for PFSL Common Stock, or (g) Except as set forth on Schedule 6.1(g), incur any additional material debt obligation or other material obligation for borrowed money, entity except in the ordinary course of business to realize upon a debt owed to it. (f) Incur, or permit any PSFC Subsidiary to incur, any additional debt obligation or other obligation for borrowed money other than (i) in replacement of existing short-term debt with other short-term debt of an equal or lesser amount, (ii) financing of banking related activities, or (iii) indebtedness of PSFC or any PSFC Subsidiary to Peoples Bank or another PSFC Subsidiary in excess of an aggregate of $10,000 (for PSFC and its Subsidiaries on a consolidated basis) except in the ordinary course of the business consistent with past practices of PSFC or such PSFC Subsidiary (and such ordinary course of business shall include, but shall not be limited to, creation of deposit liabilities, entry into repurchase agreements or reverse repurchase agreements, purchases or sales of federal funds, Federal Home Loan Bank advances, the creation of deposit liabilities, purchases of federal funds, and sales of certificates of deposit and entry into repurchase agreementsdeposit), or; (hg) Grant any increase in compensation or benefits to any of its employees or officers in excess of the lesser of five percent (5%) per annum or other employees$2,500 for any of them individually, except in accordance with past practices or as required by law; pay any bonus not except in accordance with Schedule 6.1(h) past practices or as set forth below, any plan or arrangement; enter into any severance agreements with any of its directors officers or officersemployees; grant any material increase in fees or other increases in new compensation or other benefits to any director of its present PSFC or former directorsof any PSFC Subsidiary; or effect any change in retirement benefits for any class of its employees or officers (officers, unless such change is required by applicable law or, in the opinion of counsel, is necessary or advisable to maintain the tax qualification of any plan under which the retirement benefits are provided) that would increase the retirement benefit liabilities of PFSL, except that FCB may accrue up to $500,000 as a success bonus to key employees (the “Success Bonus”). The allocation of and the recipients of the Success Bonus shall be mutually agreed by the parties hereto and shall be distributed in accordance with IBERIABANK’s standard payroll processing to FCB Employees who continue to be FCB employees as of the conversion of FCB’s processing system subsequent to the Merger. The obligation to pay the Success Bonus to FCB Employees shall be assumed by IBKC in the Merger, orlaw; (ih) Except as contemplated by this Agreement, or any of the agreements, documents or instruments contemplated hereby, or as set forth on Schedule 6.1(i), amend Amend any existing employment, severance or similar employment contract between it and any person to increase the compensation or any of its Subsidiaries (unless such amendment is required by law), benefits payable thereunder; or enter into any new such employment contract withwith any person that PSFC or Peoples Bank do not have the unconditional right to terminate without liability (other than liability for services already rendered), at any person, ortime on or after the Effective Time of the Merger; (ji) Except as contemplated by this Agreement or any of the agreements, documents or instruments contemplated hereby, or set forth in Schedule 6.1(j), adopt Adopt any new employee benefit plan or terminate or make any material change materialchange in or to any existing employee benefit plan, plan other than any such change that is required by law or that, in the opinion of counsel, is necessary or advisable to maintain the tax tax-qualified status of any such plan.; (j) Enter into any new service contracts, purchase or sale agreements or lease agreements in excess of $5,000 that are material to PSFC or any PSFC Subsidiary; (k) Place or suffer to exist on Make any of it assets or properties any mortgage, pledge, lien, charge or other encumbrance, other than in the ordinary course of business consistent with past practices, or as disclosed in Schedule 6.1(k), cancel any material indebtedness to it or any material claims which it may have had, or waive any right of substantial value or discharge or satisfy any material noncurrent liability.capital expenditure exceeding $10,000; (l) Charge off (except as Knowingly take any action that is intended or may otherwise reasonably be required by law expected to result in any of its representations and warranties set forth in this Reorganization Agreement being or by regulatory authorities or by GAAP consistently applied) becoming untrue in any material Creditrespect, or make in any of the conditions to the Merger set forth in Article 7 not being satisfied, or enter into in violation of any commitments to make any Credit which varies materially from its written credit policiesprovision of this Reorganization Agreement, copies of which have been made available to IBKC. (m) Reduce its reserve for loan losses below the amount recorded on its Financial Statements at December 31except, 2005in every case, except as may be required by applicable law; (m) Change its methods of accounting in effect at June 30, 1997, except as required by changes in generally accepted accounting principles as concurred in, in writing, by PSFC's independent auditors (a copy of which shall be provided to Emclaire) or regulatory authority or GAAP.accounting principles; (n) Other than Except as required by applicable law, knowingly take or cause to be taken any action that could reasonably be expected to jeopardize or delay the receipt of any of the required regulatory approvals or which would reasonably be expected to result in the normal course of providing credit any such required regulatory approval containing a condition that is determined by Emclaire to customers as part of its banking business, accepting deposits and making investments, enter into any contract or series of related contracts involving a payment of more than $5,000.be unduly burdensome; (o) Commit Fail to do use its best efforts to keep in full force and effect its insurance and bonds in such amounts as are reasonable to cover such risks customary in relation to the character and location of its properties and the nature of its business and in any event at least equal in scope and amount of coverage of insurance and bonds now carried; (p) Fail to notify Emclaire promptly of its receipt of any letter, notice or other communication, whether written or oral, from any governmental entity advising PSFC that it is contemplating issuing, requiring, or requesting any agreement, memorandum of understanding, or similar undertaking, order or directive; (q) Fail promptly to notify Emclaire of (i) the foregoingcommencement or threat of any audit, action, or proceeding involving any material amount of taxes against either PSFC or any PSFC Subsidiary or (ii) the receipt by PSFC or any PSFC Subsidiary of any deficiency or audit notices or reports in respect of any material deficiencies asserted by any federal, state, local or other tax authorities; (r) Fail to maintain and keep its properties in good repair and condition, except for depreciation due to ordinary wear and tear; (s) Engage in any off-balance sheet hedge transactions.

Conduct of Business - Negative Covenants. From the date of this Agreement until the earlier of the Effective Date or until the termination of this Agreement, except as otherwise permitted by this Agreement or as set forth on Schedule 6.1, PFSL TSH will not do, or agree or commit to do, and will cause each of its Subsidiaries not to do or agree to commit to do, any of the following without the prior written consent of a duly authorized officer of IBKC, which consent will not be unreasonably withheld: (a) Amend its charterarticles of incorporation, by-laws, or other governing instruments, or (b) Impose, or suffer the imposition, on any share of capital stock held by it or by one of its Subsidiaries, of any material lien, charge or encumbrance, or permit any such lien, charge or encumbrance to exist, or (c) Repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any shares of its capital stock or any securities convertible into any shares of its capital stock, or (d) Except as expressly contemplated by this Agreement, acquire direct or indirect control over any corporation, association, firm or organization, other than in connection with (i) internal reorganizations or consolidations involving existing Subsidiaries, (ii) good faith foreclosures in the ordinary course of business, (iii) acquisitions of control by a banking Subsidiary in a bona fide fiduciary capacity, (iv) investments made by small business investment corporations or by Subsidiaries that invest in unaffiliated companies in the ordinary course of business, or (v) the creation of new Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement, or (e) Except as set forth on Schedule 6.1(e)) or upon the exercise of stock options, issue, sell, pledge, encumber, authorize the issuance of, or otherwise dispose of: (i) any shares of its capital stock, including any agreement to issue, sell, pledge, encumber, or authorize the issuance of its capital stock; (ii) any substantial part of its assets or earning power; or (iii) any asset other than in the ordinary course of business for reasonable and adequate consideration, or (f) Adjust, split, combine, or reclassify any capital stock of PFSL TSH or issue or authorize the issuance of any other securities in respect of or in substitution for PFSL TSH Common Stock, or (g) Except as set forth on Schedule 6.1(g), incur any additional material debt obligation or other material obligation for borrowed money, except in the ordinary course of its business consistent with past practices (and such ordinary course of business shall include, but shall not be limited to, Federal Home Loan Bank advances, the creation of deposit liabilities, purchases of federal funds, sales of certificates of deposit and entry into repurchase agreements), or (h) Grant any increase in compensation or benefits to its officers or other employees, or continue replacement hiring with other than temporary employees; notwithstanding the foregoing, TSH and TFB may continue replacement hiring of temporary employees; pay any bonus not in accordance with Schedule 6.1(h) or as set forth below, enter into any severance agreements with any of its directors or officers; grant any increase in fees or other increases in compensation or other benefits to any of its present or former directors; or effect any change in retirement benefits for any class of its employees or officers (unless such change is required by applicable law or, in the opinion of counsel, is necessary or advisable to maintain the tax qualification of any plan under which the retirement benefits are provided) that would increase the retirement benefit liabilities of PFSL, TSH; except that FCB TFB may accrue up to $500,000 1,000,000 in the aggregate as a success retention bonus payments to the key employees listed on Schedule 6.1(h) (the “Success BonusClosing Date Retention Bonuses”). Schedule 6.1(h) shall be provided to IBKC within five (5) Business Days of the date of this Agreement. The allocation of and the recipients of the Success Bonus Closing Date Retention Bonuses to such key employees listed on Schedule 6.1(h) shall be mutually agreed by within TFB’s discretion prior to the parties hereto Closing, shall not exceed $70,000 to any one employee, and shall be distributed in accordance with IBERIABANKTFB’s standard payroll processing to FCB Employees such TFB employees who continue to be FCB TFB employees as of the conversion of FCB’s processing system subsequent to the Merger. The obligation to pay the Success Bonus to FCB Employees shall be assumed by IBKC in the MergerEffective Date, or (i) Except as contemplated by this Agreement, or any of the agreements, documents or instruments contemplated hereby, or as set forth on Schedule 6.1(i), amend any existing employment, severance or similar contract between it or any of its Subsidiaries (unless such amendment is required by law), or enter into any new such contract with, any person, or (j) Except as contemplated by this Agreement or any of the agreements, documents or instruments contemplated hereby, or set forth in Schedule 6.1(j), adopt any new employee benefit plan or make any material change in or to any existing employee benefit plan, other than any such change that is required by law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan., or (k) Place or suffer to exist on any of it its assets or properties any mortgage, pledge, lien, charge or other encumbrance, other than in the ordinary course of business consistent with past practices, or as disclosed in Schedule 6.1(k), cancel any material indebtedness to it or any material claims which it may have had, or waive any right of substantial value or discharge or satisfy any material noncurrent liability., or (l) Charge off (except as may otherwise be required by law or by regulatory authorities or by GAAP consistently applied) any material Credit, or make or enter into any commitments to make any Credit which varies materially from its written credit policies, copies of which have been made available to IBKC., or (m) Reduce Fail to maintain its reserve allowance for loan losses below at the amount recorded on its Financial Statements at December 31, 2005, except as may be level required by law, regulatory authority GAAP or GAAP.any Regulatory Authority, (n) Other than in the normal course of providing credit to customers as part of its banking business, accepting deposits and making investments, enter into any contract or series of related contracts involving a payment of more than $5,000.100,000, or (o) Commit to do any of the foregoing.

Conduct of Business - Negative Covenants. From the date of this Agreement until the earlier of the Effective Date or until the termination of this Agreement, except as otherwise permitted by this Agreement or as set forth on Schedule 6.1, PFSL FGBC will not do, or and will not agree or commit to do, and FGBC will cause each of its Subsidiaries not to do or and not to agree to commit to do, any of the following without the prior written consent of a duly authorized officer of IBKC, which consent will not be unreasonably withheld: (a) Amend its charterarticles of incorporation, by-laws, or other governing instruments, or (b) Impose, or suffer the imposition, on any share of capital stock held by it or by one of its Subsidiaries, of any material lien, charge or encumbrance, or permit any such lien, charge or encumbrance to exist, or (c) RepurchaseExcept as set forth on Schedule 6.1(c), repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any shares of its capital stock or any securities convertible into any shares of its capital stock, or issue Certificates representing more than five percent (5%) of the outstanding shares of FGBC Common Stock to replace lost, stolen or destroyed Certificates in accordance with Section 2.2(f), or (d) Except as expressly contemplated by this Agreement, acquire direct or indirect control over any corporation, association, firm or organization, other than in connection with (i) internal reorganizations or consolidations involving existing Subsidiaries, (ii) good faith foreclosures in the ordinary course of business, (iii) acquisitions of control by a banking Subsidiary in a bona fide fiduciary capacity, (iv) investments made by small business investment corporations or by Subsidiaries that invest in unaffiliated companies in the ordinary course of business, or (v) the creation of new Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement, or (e) Except as set forth on Schedule 6.1(e), issue, sell, pledge, encumber, authorize the issuance of, or otherwise dispose of: (i) any shares of its capital stock, including any agreement to issue, sell, pledge, encumber, or authorize the issuance of its capital stock; (ii) any substantial part of its assets or earning power; or (iii) any asset other than in the ordinary course of business for reasonable and adequate consideration, or (f) Adjust, split, combine, or reclassify any capital stock of PFSL FGBC or issue or authorize the issuance of any other securities in respect of or in substitution for PFSL FGBC Common Stock, or (g) Except as set forth on Schedule 6.1(g), incur any additional material debt obligation or other material obligation for borrowed money, except in the ordinary course of its business consistent with past practices (and such ordinary course of business shall include, but shall not be limited to, Federal Home Loan Bank advances, the creation of deposit liabilities, purchases of federal funds, sales of certificates of deposit and entry into repurchase agreements), or (h) Grant Except as set forth on Schedule 6.1(h), without prior consultation with or the prior consent of IBKC, grant any increase in compensation or benefits to its officers or other employees; pay any bonus not in accordance with Schedule 6.1(h) or as set forth belowbonus, enter into any severance agreements with any of its directors or officers; grant any increase in fees or other increases in compensation or other benefits to any of its present or former directors; or effect any change in retirement benefits for any class of its employees or officers (unless such change is required by applicable law or, in the opinion of counsel, is necessary or advisable to maintain the tax qualification of any plan under which the retirement benefits are provided) that would increase the retirement benefit liabilities of PFSL, except that FCB may accrue up to $500,000 as a success bonus to key employees (the “Success Bonus”). The allocation of FGBC and the recipients of the Success Bonus shall be mutually agreed by the parties hereto and shall be distributed in accordance with IBERIABANK’s standard payroll processing to FCB Employees who continue to be FCB employees as of the conversion of FCB’s processing system subsequent to the Merger. The obligation to pay the Success Bonus to FCB Employees shall be assumed by IBKC in the Merger, orits Subsidiaries. (i) Except as contemplated by this Agreement, or any of the agreements, documents or instruments contemplated hereby, or as set forth on Schedule 6.1(i), amend any existing employment, severance or similar contract or other arrangement between it or any of its Subsidiaries (unless such amendment is required by law), or enter into any new such contract or other employment arrangement with, any person, or (j) Except as contemplated by this Agreement or any of the agreements, documents or instruments contemplated hereby, or set forth in Schedule 6.1(j), adopt any new employee benefit plan or make any material change in or to any existing employee benefit plan, other than any such change that is required by law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan., or (k) Place or suffer to exist on any of it assets or properties any mortgage, pledge, lien, charge or other encumbrance, other than in the ordinary course of business consistent with past practices, or as disclosed in Schedule 6.1(k), cancel any material indebtedness to it or any material claims which it may have had, or waive any right of substantial value or discharge or satisfy any material noncurrent liability., or (l) Charge off (except as may otherwise be required by law or by regulatory authorities Regulatory Authorities or by GAAP consistently applied) any material Credit, or make or enter into any commitments to make any Credit which varies materially from its written credit policies, copies of which have been made available to IBKC., or (m) Reduce its reserve for loan losses below the amount recorded on its Financial Statements at December 31, 2005$7.0 million, except as may be required by law, regulatory authority Regulatory Authorities or GAAP., or (n) Other than in the normal ordinary course of providing credit to customers as part of its banking business, accepting deposits and making investmentsbusiness consistent with past practices, enter into any contract or series of related contracts involving a payment of more than $5,000100,000. (o) Commit to do any of the foregoing.

Conduct of Business - Negative Covenants. From the date of this Agreement until the earlier of the Effective Date or until the termination of this Agreement, except as otherwise permitted by this Agreement or as set forth on Schedule 6.1, PFSL OMNI will not do, or and will not agree or commit to do, and OMNI will cause each of its Subsidiaries not to do or and not to agree to commit to do, any of the following without the prior written consent of a duly authorized officer of IBKC, which consent will not be unreasonably withheld: (a) Amend its charterarticles of incorporation, by-laws, or other governing instruments, or (b) Impose, or suffer the imposition, on any share of capital stock held by it or by one of its Subsidiaries, of any material lien, charge or encumbrance, or permit any such lien, charge or encumbrance to exist, or (c) Repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any shares of its capital stock or any securities convertible into any shares of its capital stock, or (d) Except as expressly contemplated by this Agreement, acquire direct or indirect control over any corporation, association, firm or organization, other than in connection with (i) internal reorganizations or consolidations involving existing Subsidiaries, (ii) good faith foreclosures in the ordinary course of business, (iii) acquisitions of control by a banking Subsidiary in a bona fide fiduciary capacity, (iv) investments made by small business investment corporations or by Subsidiaries that invest in unaffiliated companies in the ordinary course of business, or (v) the creation of new Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement, or (e) Except as set forth on Schedule 6.1(e), issue, sell, pledge, encumber, authorize the issuance of, or otherwise dispose of: (i) any shares of its capital stock, including any agreement to issue, sell, pledge, encumber, or authorize the issuance of its capital stock; (ii) any substantial part of its assets or earning power; or (iii) any asset other than in the ordinary course of business for reasonable and adequate consideration, or (f) Adjust, split, combine, or reclassify any capital stock of PFSL OMNI or issue or authorize the issuance of any other securities in respect of or in substitution for PFSL OMNI Common Stock, or (g) Except as set forth on Schedule 6.1(g), incur any additional material debt obligation or other material obligation for borrowed money, except in the ordinary course of its business consistent with past practices (and such ordinary course of business shall include, but shall not be limited to, Federal Home Loan Bank advances, the creation of deposit liabilities, purchases of federal funds, sales of certificates of deposit and entry into repurchase agreements), or (h) Grant Except as set forth on Schedule 6.1(h), grant any increase in compensation or benefits to its officers or other employees; pay any bonus not in accordance with Schedule 6.1(h) or as set forth below, enter into any severance agreements with any of its directors or officers; grant any increase in fees or other increases in compensation or other benefits to any of its present or former directors; or effect any change in retirement benefits for any class of its employees or officers (unless such change is required by applicable law or, in the opinion of counsel, is necessary or advisable to maintain the tax qualification of any plan under which the retirement benefits are provided) that would increase the retirement benefit liabilities of PFSL, except that FCB may accrue up to $500,000 as a success bonus to key employees (the “Success Bonus”). The allocation of OMNI and the recipients of the Success Bonus shall be mutually agreed by the parties hereto and shall be distributed in accordance with IBERIABANK’s standard payroll processing to FCB Employees who continue to be FCB employees as of the conversion of FCB’s processing system subsequent to the Merger. The obligation to pay the Success Bonus to FCB Employees shall be assumed by IBKC in the Merger, orits Subsidiaries. (i) Except as contemplated by this Agreement, or any of the agreements, documents or instruments contemplated hereby, or as set forth on Schedule 6.1(i), amend any existing employment, severance or similar contract between it or any of its Subsidiaries (unless such amendment is required by law), or enter into any new such contract with, any person, or (j) Except as contemplated by this Agreement or any of the agreements, documents or instruments contemplated hereby, or set forth in Schedule 6.1(j), adopt any new employee benefit plan or make any material change in or to any existing employee benefit plan, other than any such change that is required by law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan., or (k) Place or suffer to exist on any of it assets or properties any mortgage, pledge, lien, charge or other encumbrance, other than in the ordinary course of business consistent with past practices, or as disclosed in Schedule 6.1(k), cancel any material indebtedness to it or any material claims which it may have had, or waive any right of substantial value or discharge or satisfy any material noncurrent liability., or (l) Charge off (except as may otherwise be required by law or by regulatory authorities Regulatory Authorities or by GAAP consistently applied) any material Credit, or make or enter into any commitments to make any Credit which varies materially from its written credit policies, copies of which have been made available to IBKC., or (m) Reduce its current reserve for loan losses below the amount recorded on its Financial Statements at December 31, 2005losses, except as may be required by law, regulatory authority Regulatory Authorities or GAAP., or (n) Other than in the normal course of providing credit to customers as part of its banking business, accepting deposits and making investments, enter into any contract or series of related contracts involving a payment of more than $5,00050,000. (o) Commit to do any of the foregoing.

Conduct of Business - Negative Covenants. From the date of this Agreement until the earlier of the Effective Date or until the termination of this Agreement, except as otherwise permitted by this Agreement or as set forth on Schedule 6.1, PFSL Xxxxxx will not do, or agree or commit to do, and will cause each of its Subsidiaries not to do or agree to commit to do, any of the following without the prior written consent of a duly authorized officer of IBKCHFBC or Heritage, which consent will not be unreasonably withheldwithheld or delayed: (a) Amend its charter, charter or by-laws, or other governing instruments, or (b) Impose, or suffer the imposition, on any share of capital stock held by it or by one of its SubsidiariesSubsidiaries (other than in a fiduciary capacity), of any material lien, charge or encumbrance, or permit any such material lien, charge or encumbrance to exist, or (c) Repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any shares of its capital stock or any securities convertible into any shares of its capital stock, except as provided for in or contemplated by this Agreement, or (d) Except as expressly contemplated by this Agreement, acquire direct or indirect control over any corporation, association, firm or organization, other than in connection with (i) internal reorganizations or consolidations involving existing Subsidiaries, (ii) good faith foreclosures in the ordinary course of business, (iii) acquisitions of control by Xxxxxx or a banking Subsidiary in a bona fide fiduciary capacity, (iv) investments made by small business investment corporations or by Subsidiaries that invest in unaffiliated companies in the ordinary course of business, or (v) the creation of new Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement, or (e) Except as set forth on Schedule 6.1(e), issue, sell, pledge, encumber, authorize the issuance of, sell or otherwise dispose of: of (i) any shares of its capital stockstock of any Xxxxxx Company, including except for shares of Xxxxxx Capital Stock sold or otherwise transferred to HFBC or any agreement to issue, sell, pledge, encumber, or authorize the issuance of its capital stockSubsidiaries or shares which may be issued upon the exercise of stock options outstanding under the Xxxxxx Stock Option Plan on the date hereof; (ii) any substantial part of its the assets or earning powerpower of any Xxxxxx Company; or (iii) any material asset other than in the ordinary course of business for reasonable and adequate consideration, or (f) Adjust, split, combine, or reclassify any capital stock of PFSL any Xxxxxx Company or issue or authorize the issuance of any other securities in respect of or in substitution for PFSL Common Xxxxxx Capital Stock, or (g) Except as set forth on Schedule 6.1(g), incur any additional material debt obligation or other material obligation for borrowed moneymoney (other than (i) in replacement of existing short-term debt with other short-term debt, (ii) financing of banking related Subsidiary activities consistent with past practices, (iii) indebtedness of any of the Xxxxxx Companies to another of the Xxxxxx Companies or (iv) indebtedness of any of the Xxxxxx Companies to any of their respective affiliates), except in the ordinary course of its business and the business of its Subsidiaries consistent with past practices (and such ordinary course of business shall include, but shall not be limited to, Federal Home Loan Bank advances, the creation of deposit liabilities, purchases of federal funds, sales of certificates of deposit and entry into repurchase agreements), or (h) Grant any increase in compensation or benefits to its officers or other employees, except for normal wage or salary increases in the ordinary course of business consistent with past practices as disclosed on Schedule 6.1(h); pay any bonus not in accordance with Schedule 6.1(h) or as set forth below, enter into any severance agreements with any of its directors or officersofficers or the directors or officers of any of its Subsidiaries; grant any increase in fees or other increases in compensation or other benefits to any of its present or former directors; , or effect any change in retirement benefits for any class of its employees or officers (unless such change is required by applicable law or, in the opinion of counsel, is necessary or advisable to maintain the tax qualification of any plan under which the retirement benefits are provided) that would materially increase the retirement benefit liabilities of PFSLthe Xxxxxx Companies on a consolidated basis, except that FCB Xxxxxx may continue to accrue up year-end bonuses to $500,000 as a success bonus to key employees (at the rate accrued through December 31, 2012) through December 31, 2013 (the “Success Year-End Bonus”). The allocation of and the recipients of the Success Bonus shall be mutually agreed by the parties hereto and shall be distributed in accordance with IBERIABANK’s standard payroll processing to FCB Employees who continue to be FCB employees as of the conversion of FCB’s processing system subsequent to the Merger. The obligation to pay the Success Bonus to FCB Employees shall be assumed by IBKC in the Merger, or (i) Except as contemplated by this Agreement, Agreement or any of the agreements, documents or instruments contemplated hereby, or as set forth on Schedule 6.1(i), amend any existing employment, severance or similar contract between it or any of its Subsidiaries and (unless such amendment is required by law), or enter into any new such contract with, any person, or (j) Except as contemplated by this Agreement or any of the agreements, documents or instruments contemplated hereby, or as set forth in Schedule 6.1(j), adopt any new employee benefit plan of any Xxxxxx Company or make any material change in or to any existing employee benefit planplan of any Xxxxxx Company, other than any such change that is required by law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan., or (k) Place or suffer to exist on any of it assets or properties any mortgage, pledge, lien, charge or other encumbrance, other than in the ordinary course of business consistent with past practices, or as disclosed in Schedule 6.1(k), cancel any material indebtedness to it or any material claims which it may have had, or waive any right of substantial value or discharge or satisfy any material noncurrent liability. (l) Charge off (except as may otherwise be required by law or by regulatory authorities Regulatory Authorities or by GAAP consistently applied) any material Credit, or make or enter into any commitments to make any Credit which varies materially from its written credit policies, copies of which have been made available to IBKCHFBC. (m) Reduce its reserve for loan losses below the amount recorded on its Financial Statements at December 31, 2005, except as may be required by law, regulatory authority or GAAP. (n) Other than in the normal course of providing credit to customers as part of its banking business, accepting deposits and making investments, enter into any contract or series of related contracts involving a payment of more than $5,000. (o) Commit to do any of the foregoing.

Conduct of Business - Negative Covenants. From the date of this Agreement until the earlier of the Effective Date or until the termination of this Agreement, except as otherwise permitted by this Agreement or as set forth on Schedule 6.1, PFSL PIC will not do, or agree or commit to do, and will cause each of its Subsidiaries not to do or agree to commit to do, any of the following without the prior written consent of a duly authorized officer of IBKC, which consent will not be unreasonably withheld: (a) Amend its charter, by-laws, or other governing instruments, or (b) Impose, or suffer the imposition, on any share of capital stock held by it or by one of its Subsidiaries, of any material lien, charge or encumbrance, or permit any such lien, charge or encumbrance to exist, or (c) Repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any shares of its capital stock or any securities convertible into any shares of its capital stock, or (d) Except as expressly contemplated by this Agreement, acquire direct or indirect control over any corporation, association, firm or organization, other than in connection with (i) internal reorganizations or consolidations involving existing Subsidiaries, (ii) good faith foreclosures in the ordinary course of business, (iii) acquisitions of control by a banking Subsidiary in a bona fide fiduciary capacity, (iv) investments made by small business investment corporations or by Subsidiaries that invest in unaffiliated companies in the ordinary course of business, or (v) the creation of new Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement, or (e) Except as set forth on Schedule 6.1(e), issue, sell, pledge, encumber, authorize the issuance of, or otherwise dispose of: (i) any shares of its capital stock, including any agreement to issue, sell, pledge, encumber, or authorize the issuance of its capital stock; (ii) any substantial part of its assets or earning power; or (iii) any asset other than in the ordinary course of business for reasonable and adequate consideration, or (f) Adjust, split, combine, or reclassify any capital stock of PFSL PIC or issue or authorize the issuance of any other securities in respect of or in substitution for PFSL PIC Common Stock, or (g) Except as set forth on Schedule 6.1(g), incur any additional material debt obligation or other material obligation for borrowed money, except in the ordinary course of its business consistent with past practices (and such ordinary course of business shall include, but shall not be limited to, Federal Home Loan Bank advances, the creation of deposit liabilities, purchases of federal funds, sales of certificates of deposit and entry into repurchase agreements), or (h) Grant Except as set forth on Schedule 6.1(h), grant any increase in compensation or benefits to its officers or other employees; pay any bonus not in accordance with Schedule 6.1(h) or as set forth below, enter into any severance agreements with any of its directors or officers; grant any increase in fees or other increases in compensation or other benefits to any of its present or former directors; or effect any change in retirement benefits for any class of its employees or officers (unless such change is required by applicable law or, in the opinion of counsel, is necessary or advisable to maintain the tax qualification of any plan under which the retirement benefits are provided) that would increase the retirement benefit liabilities of PFSL, except that FCB may accrue up to $500,000 as a success bonus to key employees (the “Success Bonus”). The allocation of PIC and the recipients of the Success Bonus shall be mutually agreed by the parties hereto and shall be distributed in accordance with IBERIABANK’s standard payroll processing to FCB Employees who continue to be FCB employees as of the conversion of FCB’s processing system subsequent to the Merger. The obligation to pay the Success Bonus to FCB Employees shall be assumed by IBKC in the Merger, orits Subsidiaries. (i) Except as contemplated by this Agreement, or any of the agreements, documents or instruments contemplated hereby, or as set forth on Schedule 6.1(i), amend any existing employment, severance or similar contract between it or any of its Subsidiaries (unless such amendment is required by law), or enter into any new such contract with, any person, or (j) Except as contemplated by this Agreement or any of the agreements, documents or instruments contemplated hereby, or set forth in Schedule 6.1(j), adopt any new employee benefit plan or make any material change in or to any existing employee benefit plan, other than any such change that is required by law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan., or (k) Place or suffer to exist on any of it assets or properties any mortgage, pledge, lien, charge or other encumbrance, other than in the ordinary course of business consistent with past practices, or as disclosed in Schedule 6.1(k), cancel any material indebtedness to it or any material claims which it may have had, or waive any right of substantial value or discharge or satisfy any material noncurrent liability., or (l) Charge off (except as may otherwise be required by law or by regulatory authorities or by GAAP consistently applied) any material Credit, or make or enter into any commitments to make any Credit which varies materially from its written credit policies, copies of which have been made available to IBKC., or (m) Reduce its reserve for loan losses below the amount recorded on its Financial Statements at December 31, 2005$4.0 million, except as may be required by law, regulatory authority or GAAP., or (n) Other than in the normal course of providing credit to customers as part of its banking business, accepting deposits and making investments, enter into any contract or series of related contracts involving a payment of more than $5,00050,000. (o) Commit to do any of the foregoing.

Conduct of Business - Negative Covenants. From the date of this Agreement until the earlier of the Effective Date or until the termination of this Agreement, except as otherwise permitted by this Agreement or as set forth on Schedule 6.1, PFSL CMBC will not do, or and will not agree or commit to do, and CMBC will cause each of its Subsidiaries not to do or and not to agree to commit to do, any of the following without the prior written consent of a duly authorized officer of IBKC, which consent will not be unreasonably withheld: (a) Amend its charterarticles of incorporation, by-laws, or other governing instruments, or (b) Impose, or suffer the imposition, on any share of capital stock held by it or by one of its Subsidiaries, of any material lien, charge or encumbrance, or permit any such lien, charge or encumbrance to exist, or (c) Repurchase, redeem, or otherwise acquire or exchange, directly or indirectly, any shares of its capital stock or any securities convertible into any shares of its capital stock, or issue Certificates representing more than ten percent (10%) of the outstanding shares of CMBC Common Stock to replace lost, stolen or destroyed Certificates in accordance with Section 2.2(f), or (d) Except as expressly contemplated by this Agreement, acquire direct or indirect control over any corporation, association, firm or organization, other than in connection with (i) internal reorganizations or consolidations involving existing Subsidiaries, (ii) good faith foreclosures in the ordinary course of business, (iii) acquisitions of control by a banking Subsidiary in a bona fide fiduciary capacity, (iv) investments made by small business investment corporations or by Subsidiaries that invest in unaffiliated companies in the ordinary course of business, or (v) the creation of new Subsidiaries organized to conduct or continue activities otherwise permitted by this Agreement, or (e) Except as set forth on Schedule 6.1(e), issue, sell, pledge, encumber, authorize the issuance of, or otherwise dispose of: (i) any shares of its capital stock, including any agreement to issue, sell, pledge, encumber, or authorize the issuance of its capital stock; (ii) any substantial part of its assets or earning power; or (iii) any asset other than in the ordinary course of business for reasonable and adequate consideration, or (f) Adjust, split, combine, or reclassify any capital stock of PFSL CMBC or issue or authorize the issuance of any other securities in respect of or in substitution for PFSL CMBC Common Stock, or (g) Except as set forth on Schedule 6.1(g), incur any additional material debt obligation or other material obligation for borrowed money, except in the ordinary course of its business consistent with past practices (and such ordinary course of business shall include, but shall not be limited to, Federal Home Loan Bank advances, the creation of deposit liabilities, purchases of federal funds, sales of certificates of deposit and entry into repurchase agreements), or (h) Grant any increase in compensation or benefits to its officers or other employees; pay any bonus not in accordance with Schedule 6.1(h) or as set forth belowbonus, enter into any severance agreements with any of its directors or officers; grant any increase in fees or other increases in compensation or other benefits to any of its present or former directors; or effect any change in retirement benefits for any class of its employees or officers (unless such change is required by applicable law or, in the opinion of counsel, is necessary or advisable to maintain the tax qualification of any plan under which the retirement benefits are provided) that would increase the retirement benefit liabilities of PFSL, except that FCB may accrue up to $500,000 as a success bonus to key employees (the “Success Bonus”). The allocation of CMBC and the recipients of the Success Bonus shall be mutually agreed by the parties hereto and shall be distributed in accordance with IBERIABANK’s standard payroll processing to FCB Employees who continue to be FCB employees as of the conversion of FCB’s processing system subsequent to the Merger. The obligation to pay the Success Bonus to FCB Employees shall be assumed by IBKC in the Merger, orits Subsidiaries. (i) Except as contemplated by this Agreement, or any of the agreements, documents or instruments contemplated hereby, or as set forth on Schedule 6.1(i), amend any existing employment, severance or similar contract or other arrangement between it or any of its Subsidiaries (unless such amendment is required by law), or enter into any new such contract or other employment arrangement with, any person, or (j) Except as contemplated by this Agreement or any of the agreements, documents or instruments contemplated hereby, or set forth in Schedule 6.1(j), adopt any new employee benefit plan or make any material change in or to any existing employee benefit plan, other than any such change that is required by law or that, in the opinion of counsel, is necessary or advisable to maintain the tax qualified status of any such plan., or (k) Place or suffer to exist on any of it assets or properties any mortgage, pledge, lien, charge or other encumbrance, other than in the ordinary course of business consistent with past practices, or as disclosed in Schedule 6.1(k), cancel any material indebtedness to it or any material claims which it may have had, or waive any right of substantial value or discharge or satisfy any material noncurrent liability., or (l) Charge off (except as may otherwise be required by law or by regulatory authorities Regulatory Authorities or by GAAP consistently applied) any material Credit, or make or enter into any commitments to make any Credit which varies materially from its written credit policies, copies of which have been made available to IBKC., or (m) Reduce its reserve for loan losses below the amount recorded on its Financial Statements at December 31, 2005$5.39 million (excluding overdrafts), except as may be required by law, regulatory authority Regulatory Authorities or GAAP., or (n) Other than in the normal course of providing credit to customers as part of its banking business, accepting deposits and making investments, enter into any contract or series of related contracts involving a payment of more than $5,00050,000. (o) Commit to do any of the foregoing.