AMENDED AND RESTATED AGREEMENT THIS AMENDED AND RESTATED AGREEMENT, dated this 20th day of August, 2001, between IBERIABANK Corporation (the "Corporation"), a Louisiana chartered corporation, IBERIABANK (the "Bank"), a Louisiana-chartered bank and...

Exhibit 10.6(l)

AMENDED AND RESTATED AGREEMENT

THIS AMENDED AND RESTATED AGREEMENT, dated this 20th day of August,

2001, between IBERIABANK Corporation (the "Corporation"), a Louisiana chartered

corporation, IBERIABANK (the "Bank"), a Louisiana-chartered bank and

wholly-owned subsidiary of the Corporation, and Xxxxx X. Xxxx (the "Executive"),

amends and restates the agreement among the parties dated July 7, 1999.

W I T N E S S E T H:

WHEREAS, the Corporation and the Bank (collectively the "Employers")

wish to employ the Executive as an executive officer; and

WHEREAS, the Employers desire to be assured of the Executive's active

participation in the business of the Employers; and

WHEREAS, in order to induce the Executive to accept employment with the

Employers, the parties desire to specify the severance benefits which shall be

due the Executive in the event that his employment with the Employers is

terminated under specified circumstances;

NOW THEREFORE, in consideration of the premises and the mutual

agreements herein contained, the parties hereby agree as follows:

1. Definitions. The following words and terms shall have the meanings

set forth below for the purposes of this Agreement:

(a) Base Salary. "Base Salary" shall have the meaning set forth

in Section 3(a) hereof.

(b) Cause. Termination of the Executive's employment for "Cause"

shall mean, in the good faith determination of the Board of

Directors of each of the Corporation and the Bank and after

giving the Executive Notice of Termination satisfying the

requirements of paragraph (i) below and a reasonable

opportunity to cure, termination because of personal

dishonesty, incompetence in the performance of his duties,

willful misconduct, breach of fiduciary duty involving

personal profit, intentional failure to perform stated

duties, willful violation of any law, rule or regulation

(other than traffic violations or similar offenses) or final

cease-and-desist order or material breach of any provision

of this Agreement. For purposes of this paragraph, no act or

failure to act on the Executive's part shall be considered

"willful" unless done, or omitted to be done, by the

Executive not in good faith and without reasonable belief

that the Executive's action or omission was in the best

interest of the Employers. Any act, or failure to act, based

upon authority given pursuant to a resolution of the Board

or the advice of counsel for the Employers shall be

conclusively presumed to be in good faith and in the

Employers' best interests. The cessation of Executive's

employment shall not be deemed to be for Cause unless and

until there shall have been delivered to him a copy of a

resolution duly adopted by the vote of not less than

three-quarters of the entire membership of the Board at a

meeting called and held for such purpose (after reasonable

notice is provided to the Executive and he is given an

opportunity, together with counsel, to be heard before the

Board), finding that, in the Board's good faith opinion, the

Executive is guilty of the conduct described above, and

specifying the particulars thereof in detail.

change in control of the Corporation, of a nature that would

be required to be reported in response to Item 6(e) of

Schedule 14A of Regulation 14A promulgated under the

Securities Exchange Act of 1934, as amended ("Exchange Act")

or any successor thereto, whether or not any security of the

Corporation is registered under Exchange Act; provided that,

without limitation, such a Change in Control shall be deemed

to have occurred if any "person" (as such term is used in

Sections 13(d) and 14(d) of the Exchange Act) is or becomes

the "beneficial owner" (as defined in Rule 13d-3 under the

Exchange Act), directly or indirectly, of securities of the

Corporation representing 25% or more of the combined voting

power of the Corporation's then outstanding securities; (ii)

during any period of two consecutive years, individuals (the

"Continuing Directors") who at the beginning of such period

constitute the Board of Directors of the Corporation (the

"Existing Board") cease for any reason to constitute at

least two-thirds thereof, provided that any individual whose

election or nomination for election as a member of the

Existing Board was approved by a vote of at least two-thirds

of the Continuing Directors then in office shall be

considered a Continuing Director unless his or her initial

assumption of office occurs as a result of an actual or

threatened contest with respect to the election or removal

of directors or other actual or threatened solicitation of

proxies by or on behalf of someone other than a Continuing

Director; or (iii) the acquisition of ownership, holding or

power to vote more than 25% of the voting stock of the Bank

by any person other than the Corporation.

(d) Code. "Code" shall mean the Internal Revenue Code of 1986,

as amended, and "Code 280G Maximum" shall mean the product

of 2.99 and the Executive's "base amount" within the meaning

of Section 280G of the Code.

(e) Date of Termination. "Date of Termination" shall mean (i) if

the Executive's employment is terminated for Cause or for

Disability, the date specified in the Notice of Termination,

and (ii) if the Executive's employment is terminated for any

other reason, the date on which a Notice of Termination is

given or as specified in such Notice.

(f) Disability. Termination by the Employers of the Executive's

employment based on "Disability" shall mean termination

because of any physical or mental impairment which qualifies

the Executive for disability benefits under the applicable

long-term disability plan maintained by the Employers or any

subsidiary or, if no such plan applies, which would qualify

the Executive for disability benefits under the Federal

Social Security System.

(g) Good Reason. Termination by the Executive of the Executive's

employment for "Good Reason" shall mean termination by the

Executive based on:

(i) Without the Executive's express written consent, the

failure to elect or to reelect or to appoint or to

re-appoint the Executive to the positions of President

and Chief Executive Officer of each of the Corporation

and the Bank or a material adverse change made by the

Employers in the Executive's functions, duties or

responsibilities with the Employers;

(ii) Without the Executive's express written consent, a

reduction by the Employers in the Executive's Base

Salary as the same may be increased from time to time

or, except to the extent permitted by Section 3(b)

hereof, a reduction in the package of fringe benefits

provided to the Executive, taken as a whole;

(iii) The principal executive office of the Employers is

relocated outside of the parishes of Iberia or

Lafayette, Louisiana, or, without the Executive's

express written consent, the Employers require the

Executive to be based anywhere other than an area in

which the Employers' principal executive office is

located, except for reasonably required travel on

business of the Employers;

(iv) Any purported termination of the Executive's employment

for Cause, Disability or Retirement which is not

effected pursuant to a Notice of Termination satisfying

the requirements of paragraph (i) below; or

(v) The failure by the Employers to obtain the assumption

of and agreement to perform this Agreement by any

successor as contemplated in Section 8 hereof.

For purposes of this Section 1(g), any good faith determination of "Good Reason"

made by the Executive shall create a rebuttable presumption that "Good Reason"

exists. Anything in this Agreement to the contrary notwithstanding, a

termination by the Executive for any reason during the 30-day period immediately

following the first anniversary of the effective date of a Change in Control

shall be deemed to be a termination for Good Reason for all purposes of this

Agreement.

(h) IRS. IRS shall mean the Internal Revenue Service.

(i) Notice of Termination. Any purported termination of the

Executive's employment by the Employers for any reason,

including without limitation for Cause, Disability or

Retirement, or by the Executive for any reason, including

without limitation for Good Reason, shall be communicated by

written "Notice of Termination" to the other party hereto.

For purposes of this Agreement, a "Notice of Termination"

shall mean a dated notice which (i) indicates the specific

termination provision in this Agreement relied upon, (ii)

sets forth in reasonable detail the facts and circumstances

claimed to provide a basis for termination of Executive's

employment under the provision so indicated, (iii) specifies

a Date of Termination, which shall be not less than thirty

(30) nor more than ninety (90) days after such Notice of

Termination is given, except in the case of the Employers'

termination of Executive's employment for Cause; and (iv) is

given in the manner specified in Section 9 hereof.

(j) Protected Period shall mean the period that begins on the

date three months before a Change in Control and ends on the

later of the third annual anniversary of the Change in

Control or the date this Agreement would have expired had

there been no Change in Control; except that if the

Executive's employment with the Employers is terminated

prior to the first day of this period at the request of a

third party who has taken steps reasonably calculated to

effect a Change of Control or otherwise in connection with

or anticipation of a Change in Control, then the Protected

Period shall commence on the date immediately prior to the

date of such termination.

(k) Retirement. Termination by the Employers of the Executive's

employment based on "Retirement" shall mean voluntary

termination by the Employee in accordance with the

Employers' retirement policies, including early retirement,

generally applicable to their salaried employees.

2. Term of Employment.

(a) The Employers hereby employ the Executive as President and

Chief Executive Officer of the Corporation and President and

Chief Executive Officer of the Bank, and Executive hereby

accepts said employment and agrees to render such services

to the Employers on the terms and conditions set forth in

this Agreement. During the term of this Agreement, the

Executive shall also serve as a director of the Bank and the

Corporation (the parties hereto acknowledge that Executive's

re-election as a director of the Corporation will be subject

to stockholder approval). The term of employment under this

Agreement shall be for three years, commencing on the date

of this Agreement (the "Commencement Date"), subject to

earlier termination as provided for herein. Beginning on the

day which is one year subsequent to the Commencement Date

and on each annual anniversary thereafter (each an

"Anniversary Date"), the term of this Agreement shall be

extended for an additional year, provided that the Employers

have not given notice to the Executive in writing at least

90 days prior to any such Anniversary Date that the term of

this Agreement shall not be extended further. Reference

herein to the term of this Agreement shall refer to both

such initial term and such extended terms. Notwithstanding

the foregoing, however, if a Protected Period begins before

this Agreement would otherwise expire, this Agreement shall

continue in full force and effect until the end of the

Protected Period.

(b) During the term of this Agreement, the Executive shall

perform such executive services for the Employers as may be

consistent with his titles and from time to time assigned to

him by the Employers' Board of Directors.

3. Compensation and Benefits.

(a) The Employers shall compensate and pay Executive for his

services during the term of this Agreement a minimum salary

of $240,000 per year, which may be increased from time to

time in such amounts as may be determined by the Boards of

Directors of the Employers and may not be decreased without

the Executive's express written consent (hereinafter,

referred to as Executive's "Base Salary"). In addition, the

Executive will participate in the Employers' Executive Bonus

Plan.

(b) During the term of the Agreement, Executive shall be

entitled to participate in and receive the benefits of any

pension or other retirement benefit plan, profit sharing,

stock option, employee stock ownership, or other plans,

benefits and privileges given to employees and executives of

the Employers, to the extent commensurate with his then

duties and responsibilities, as fixed by the Board of

Directors of the Employers. The Employers shall not make any

changes in such plans, benefits or privileges which would

adversely affect Executive's rights or benefits thereunder,

unless such change occurs pursuant to a program applicable

to all executive officers of the Employers and does not

result in a proportionately greater adverse change in the

rights of or benefits to Executive as compared with any

other executive officer of the Employers. As of July 7,

1999, the Executive was granted options (the "Stock

Options") to acquire 84,000 shares of the Corporation's

common stock, par value $1.00 per share ("Common Stock") as

well as awards ("RRP Awards") under the Corporation's

Recognition and Retention Plan ("RRP") of 28,000 restricted

shares of Common Stock. The Stock Options and the RRP Awards

are subject to the terms and provisions of the Corporation's

1999 Stock Option Plan and its RRP, respectively, and were

granted on a basis consistent with prior options and awards

granted by the Corporation including a seven-year vesting

schedule. Nothing paid to Executive under any plan or

arrangement presently in effect or made available in the

future shall be deemed to be in lieu of the salary payable

to Executive pursuant to Section 3(a) hereof.

entitled to paid annual vacation in accordance with the

policies as established from time to time by the Boards of

Directors of the Employers, which shall in no event be less

than three weeks per annum. Executive shall not be entitled

to receive any additional compensation from the Employers

for failure to take a vacation, nor shall Executive be able

to accumulate unused vacation time from one year to the

next, except to the extent authorized by the Boards of

Directors of the Employers.

(d) In the event of termination by the Employers of the

Executive's employment based on Disability (as defined

herein), the Employers shall provide continued medical

insurance for the benefit of the Executive, his spouse and

his minor children for the remaining term of this Agreement,

and such insurance shall be comparable to that which is

provided to the Executive as of the date of this Agreement

notwithstanding anything to the contrary in this Agreement;

provided further, in the event of the death of the Executive

during the term of this Agreement, the Employers shall

provide said medical insurance for the benefit of the

Executive's spouse and his minor children for the remaining

term of this Agreement.

(e) In the event of the Executive's death during the term of

this Agreement, his spouse, estate, legal representative or

named beneficiaries (as directed by the Executive in

writing) shall be paid on a monthly basis the Executive's

annual compensation from the Employers at the rate in effect

at the time of the Executive's death for a period of twelve

(12) months from the date of the Executive's death.

4. Expenses. The Employers shall reimburse Executive or otherwise

provide for or pay for all reasonable expenses incurred by Executive in

furtherance of, or in connection with the business of the Employers, including,

but not by way of limitation, automobile and traveling expenses, and all

reasonable entertainment expenses (whether incurred at the Executive's

residence, while traveling or otherwise), subject to such reasonable

documentation and other limitations as may be established by the Boards of

Directors of the Employers. If such expenses are paid in the first instance by

Executive, the Employers shall reimburse the Executive therefor.

5. Termination.

(a) The Employers shall have the right, at any time upon prior

Notice of Termination, to terminate the Executive's

employment hereunder for any reason, including without

limitation termination for Cause, Disability or Retirement,

and Executive shall have the right, upon prior Notice of

Termination, to terminate his employment hereunder for any

reason.

(b) In the event that (i) Executive's employment is terminated

by the Employers for Cause, Disability or Retirement or in

the event of the Executive's death, or (ii) unless the

termination occurs under one or more of the circumstances

contemplated by subsection (d) of this Section, in which

case such subsection rather than this subsection shall

control, Executive terminates his employment hereunder other

than for Good Reason, Executive shall have no right pursuant

to this Agreement to compensation or other benefits for any

period after the applicable Date of Termination other than

as enumerated in subsections 3(d) and 3(e) hereinabove.

circumstances contemplated by subsection (d) of this

Section, in which case such subsection rather than this

subsection shall control, in the event that Executive's

employment is terminated by the Employers for other than

Cause, Disability, Retirement or the Executive's death or

such employment is terminated by the Executive for Good

Reason or due to a material breach of this Agreement by the

Employers, which breach has not been cured within fifteen

(15) days after a written notice of non-compliance has been

given by the Executive to the Employers, then the Employers

shall, subject to the provisions of Section 6 hereof, if

applicable:

(i) pay to the Executive, in equal monthly installments

beginning with the first business day of the month

following the Date of Termination, a cash severance

amount equal to the greater of (x) the Base Salary

which the Executive would have earned over the

remaining term of this Agreement as of his Date of

Termination or (y) an amount equal to one (1) times the

Executive's Base Salary as of his Date of Termination;

and

(ii) maintain and provide for a period ending at the earlier

of (x) the expiration of the remaining term of

employment pursuant hereto prior to the Notice of

Termination or (y) the date of the Executive's

full-time employment by another employer (provided that

the Executive is entitled under the terms of such

employment to benefits substantially similar to those

described in this subparagraph (B), at no cost to the

Executive, the Executive's continued participation in

all group insurance, life insurance, health and

accident, disability and other employee benefit plans,

programs and arrangements in which the Executive was

entitled to participate immediately prior to the Date

of Termination (other than stock option and restricted

stock plans of the Employers), provided that in the

event that the Executive's participation in any plan,

program or arrangement as provided in this subparagraph

(B) is barred, or during such period any such plan,

program or arrangement is discontinued or the benefits

thereunder are materially reduced or such benefits are

less than the benefits provided to Executive

immediately prior to his termination of employment with

the Employers, the Employers shall arrange to provide

the Executive with benefits which (together with any

benefits provided to Executive by another employer in

the event has accepted full-time employment with

another employer) are substantially similar to those

which the Executive was entitled to receive under such

plans, programs and arrangements immediately prior to

the Date of Termination.

(d) In the event that Executive's employment is terminated (i)

for Good Reason within (A) ninety (90) days of an event that

occurs during the Protected Period, or (B) thirty (30) days

after the first anniversary of the effective date of a

Change in Control, (ii) without Cause during the Protected

Period, or (iii) by the Executive for any reason other than

Cause within thirty (30) days after a Change in Control,

then the Employers shall, subject to the provisions of

Section 6 hereof, if applicable:

(i) pay to the Executive a cash severance amount equal to

the greater of (x) the Base Salary which the Executive

would have earned over the remaining term of this

Agreement, (y) an amount equal to two (2) times the

Executive's Base Salary as of his Date of Termination

or (z) 100% of his Code S280G Maximum; payable either

(i) in one lump sum within ten days of the later of the

date of the Change in Control and the Executive's last

date of employment with the Employers, or (ii)

according to the schedule elected in duly executed

irrevocable written form by the Board on the date of

approval of this Agreement, but only if filed with the

Employer prior to the date which is 90 days before the

date on which a Change in Control occurs; deferred

amounts shall bear interest from the date on which they

would otherwise be payable until the date paid at a

rate equal to 120% of the applicable federal rate; and

(ii) maintain and provide for a period ending at the earlier

of (x) 39 months following termination or (y) the date

of the Executive's full-time employment by another

employer (provided that the Executive is entitled under

the terms of such employment to benefits substantially

similar to those described in this subparagraph (B), at

no cost to the Executive, the Executive's and his

dependants' continued participation in all group

insurance, life insurance, health and accident,

disability and other employee benefit plans, programs

and arrangements in which the Executive was entitled to

participate immediately prior to the Date of

Termination (other than stock option and restricted

stock plans of the Employers), provided that in the

event that the Executive's participation in any plan,

program or arrangement as provided in this subparagraph

(B) is barred, or during such period any such plan,

program or arrangement is discontinued or the benefits

thereunder are materially reduced or such benefits are

less than the benefits provided to Executive

immediately prior to his termination of employment with

the Employers, the Employers shall arrange to provide

the Executive with benefits which (together with any

benefits provided to Executive by another employer in

the event Executive has accepted full-time employment

with another employer) are substantially similar to

those which the Executive was entitled to receive under

such plans, programs and arrangements immediately prior

to the Date of Termination.

(e) If the Executive becomes liable, in any taxable year, for

the payment of an excise tax under Section 4999 of the Code

on account of any payments to the Executive pursuant to this

Section 5, and the Employers choose not to contest the

liability or have exhausted all administrative and judicial

appeals contesting the liability, the Employers shall pay

the Executive (i) an amount equal to the excise tax for

which the Executive is liable under Section 4999 of the

Code, (ii) the federal, state, and local income taxes, and

interest if any, for which the Executive is liable on

account of the payments pursuant to item (i), and (iii) any

additional excise tax under Section 4999 of the Code and any

federal, state and local income taxes for which the

Executive is liable on account of payments made pursuant to

items (i) and (ii).

(f) This subsection 5(f) applies if the amount of payments to

the Executive under subsection 5(e) has not been determined

with finality by the exhaustion of administrative and

judicial appeals. In such circumstances, the Employers and

the Executive shall, as soon as practicable after the event

or series of events has occurred giving rise to the

imposition of the excise tax, cooperate in determining the

amount of the Executive's excise tax liability for purposes

of paying the estimated tax. The Executive shall thereafter

furnish to the Employers or their successors a copy of each

tax return which reflects a liability for an excise tax

under Section 4999 of the Code at least 20 days before the

date on which such return is required to be filed with the

IRS. The liability reflected on such return shall be

dispositive for the purposes hereof unless, within 15 days

after such notice is given, the Employers furnish the

Executive with a letter of the auditors or tax advisor

selected by the Employers indicating a different liability

or that the matter is not free from doubt under the

applicable laws and regulations and that the Executive may,

in such auditor's or advisor's opinion, cogently take a

different position, which shall be set forth in the letter

with respect to the payments in question. Such letter shall

be addressed to the Executive and state that he is entitled

to rely thereon. If the Employers furnish such a letter to

the Executive, the position reflected in such letter shall

be dispositive for purposes of this Agreement, except as

provided in subsection 5(g) below.

(g) Notwithstanding anything in this Agreement to the contrary,

if the Executive's liability for the excise tax under

Section 4999 of the Code for a taxable year is subsequently

determined to be less than the amount paid by the Employers

pursuant to subsection 5(f), the Executive shall repay the

Employers at the time that the amount of such excise tax

liability is finally determined, the portion of such income

and excise tax payments attributable to the reduction (plus

interest on the amount of such repayment at the rate

provided on Section 1274(b)(2)(B) of the Code and if the

Executive's liability for the excise tax under Section 4999

of the Code for a taxable year is subsequently determined to

exceed the amount paid by the Employers pursuant to Section

5, the Employers shall make an additional payment of income

and excise taxes in the amount of such excess, as well as

the amount of any penalty and interest assessed with respect

thereto at the time that the amount of such excess and any

penalty and interest is finally determined.

(h) (i) Not later than ten business days after a Change in Control,

the Corporation shall (x) establish a grantor trust

(the "Trust") designed in accordance with Revenue Procedure

92-64 and having a trustee independent of the Corporation

and the Bank, (y) deposit in said Trust an amount equal to

the amount payable under subsection 5(d)(i), unless the

Executive has previously provided a written release of any

claims under this Agreement, and (z) provide the trustee of

the Trust with a written direction to hold said amount and

any investment return thereon in a segregated account for

the benefit of the Executive, and to follow the procedures

set forth in the next paragraph as to the payment of such

amounts from the Trust; and

(ii) During the 39-consecutive month period after a Change in

Control, the Executive may provide the trustee of the Trust

with a written notice requesting that the trustee pay to the

Executive an amount designated in the notice as being

payable pursuant to this Agreement. Within three business

days after receiving said notice, the trustee of the Trust

shall pay such amount to the Executive, and coincidentally

shall provide the Corporation or its successor with notice

of such payment. Upon the earlier of the Trust's final

payment of all amounts due under the preceding paragraph or

the date 39 months after the Change in Control, the trustee

of the Trust shall pay to the Corporation the entire balance

remaining in the segregated account maintained for the

benefit of the Executive. The Executive shall thereafter

have no further interest in the Trust.

6. Mitigation; Exclusivity of Benefits.

(a) The Executive shall not be required to mitigate the amount

of any benefits hereunder by seeking other employment or

otherwise, nor shall the amount of any such benefits be

reduced by any compensation earned by the Executive as a

result of employment by another employer after the Date of

Termination or otherwise.

(b) The specific arrangements referred to herein are not

intended to exclude any other benefits which may be

available to the Executive upon a termination of employment

with the Employers pursuant to employee benefit plans of the

Employers or otherwise.

7. Withholding. All payments required to be made by the Employers

hereunder to the Executive shall be subject to the withholding of such amounts,

if any, relating to tax and other payroll deductions as the Employers may

reasonably determine should be withheld pursuant to any applicable law or

regulation.

8. Assignability. The Employers may assign this Agreement and its

rights and obligations hereunder in whole, but not in part, to any corporation,

bank or other entity with or into which the Employers may hereafter merge or

consolidate or to which the Employers may transfer all or substantially all of

its assets, if in any such case said corporation, bank or other entity shall by

operation of law or expressly in writing assume all obligations of the Employers

hereunder as fully as if it had been originally made a party hereto, but may not

otherwise assign this Agreement or its rights and obligations hereunder. The

Executive may not assign or transfer this Agreement or any rights or obligations

hereunder.

9. Notice. For the purposes of this Agreement, notices and all other

communications provided for in this Agreement shall be in writing and shall be

deemed to have been duly given when delivered or mailed by certified or

registered mail, return receipt requested, postage prepaid, addressed to the

respective addresses set forth below:

To the Employers:

IBERIABANK Corporation

IBERIABANK

0000 Xxxx Xxxxxxx Xxxxx Xxxxx

Xxx Xxxxxx, Xxxxxxxxx 00000

To the Executive: Xxxxx X. Xxxx

10. Amendment; Waiver. No provisions of this Agreement may be modified,

waived or discharged unless such waiver, modification or discharge is agreed to

in writing signed by the Executive and such officer or officers as may be

specifically designated by the Board of Directors of the Employers to sign on

its behalf. No waiver by any party hereto at any time of any breach by any other

party hereto of, or compliance with, any condition or provision of this

Agreement to be performed by such other party shall be deemed a waiver of

similar or dissimilar provisions or conditions at the same or at any prior or

subsequent time.

11. Governing Law. The validity, interpretation, construction and

performance of this Agreement shall be governed by the laws of the State of

Louisiana.

12. Nature of Obligations. Except as specifically provided herein,

nothing contained herein shall create or require the Employers to create a trust

of any kind to fund any benefits which may be payable hereunder, and to the

extent that the Executive acquires a right to receive benefits from the

Employers hereunder, such right shall be no greater than the right of any

unsecured general creditor of the Employers.

13. Expense Reimbursement. In the event that any dispute arises between

the Executive and the Bank or the Corporation as to the terms or interpretation

of this Agreement, whether instituted by formal legal proceedings or otherwise,

including any action that the Executive takes to enforce the terms of this

Agreement or to defend against any action taken by the Bank or the Corporation,

they shall reimburse the Executive for all costs and expenses, including

reasonable attorneys' fees, arising from such dispute, proceedings or actions.

Such reimbursement shall be paid within ten days of Executive's furnishing to

the Bank or the Corporation written evidence, which may be in the form, among

other things, of a cancelled check or receipt, of any costs or expenses incurred

by the Executive.

14. Headings. The section headings contained in this Agreement are for

reference purposes only and shall not affect in any way the meaning or

interpretation of this Agreement.

15. Validity. The invalidity or unenforceability of any provision of

this Agreement shall not affect the validity or enforceability of any other

provisions of this Agreement, which shall remain in full force and effect.

16. Counterparts. This Agreement may be executed in one or more

counterparts, each of which shall be deemed to be an original but all of which

together will constitute one and the same instrument.

17. Regulatory Prohibition. Notwithstanding any other provision of this

Agreement to the contrary, any payments made to the Executive pursuant to this

Agreement, or otherwise, are subject to and conditioned upon their compliance

with Section 18(k) of the FDIA (12 U.S.C.S1828(k)) and any regulations

promulgated thereunder.

18. Arbitration. The Executive acknowledges that, concurrently

herewith, he is entering into the "IBERIABANK Arbitration Agreement." Any and

all payments and benefits provided for under the terms of this Agreement shall

be subject to the terms of such Arbitration Agreement.

IN WITNESS WHEREOF, this Agreement has been executed as of the date

first above written.

IBERIABANK CORPORATION

By: /s/ Xxxxxxx X. Xxxxxxxxxxxx

---------------------------

Xxxxxxx X. Xxxxxxxxxxxx

Chairman of the Board

Attest: IBERIABANK

/s/ Xxxxxxxx Xxxxxxx

-------------------------

By: /s/ Xxxxxxx X. Xxxxxxxxxxxx

---------------------------

Xxxxxxx X. Xxxxxxxxxxxx

Chairman of the Board

Witness: XXXXX X. XXXX

/s/ Xxxxx Xxxxx

--------------------

By: /s/ Xxxxx X. Xxxx

-----------------

Xxxxx X. Xxxx, Individually

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AMENDED AND RESTATED AGREEMENT THIS AMENDED AND RESTATED AGREEMENT, dated this 20th day of August, 2001, between IBERIABANK Corporation (the "Corporation"), a Louisiana chartered corporation, IBERIABANK (the "Bank"), a Louisiana-chartered bank and...

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