0001193125-05-240840 Sample Contracts

SAR Award Agreement
Stock Appreciation Rights Award Agreement • December 12th, 2005 • Iberiabank Corp • State commercial banks • Louisiana

You (the “Participant”) are hereby awarded Stock Appreciation Rights subject to the terms and conditions set forth in this agreement (the “Award”) and in the IBERIABANK Corporation 2005 Stock Incentive Plan (“Plan”). A copy of the Plan is attached hereto as Exhibit A. A summary of the Plan appears in its Prospectus, which is attached as Exhibit B. You should carefully review these documents, and consult with your personal financial advisor, before exercising this Option. This Award is conditioned on your execution of this Award Agreement.

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Deferral Election Agreement for Deferred Share Units
Deferral Election Agreement • December 12th, 2005 • Iberiabank Corp • State commercial banks • Louisiana

WHEREAS, the Company has established the IBERIABANK Corporation 2005 Stock Incentive Plan (the “Plan”), and the Participant is eligible to participate in said Plan;

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