Document

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 Daryl G. Byrd (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


                                       


1






                    (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.


             (c)  Change in Control. "Change in Control" shall mean (i) a
                    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


                                       


2






                    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;




                                       


3






                   (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


                                       


4






                    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.


                                       


5






         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.


             (c)  During the term of this Agreement, Executive shall be
                    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


                                       


6






                    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.


                                       


7






             (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.


             (c)  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, 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


                                       


8






                         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


                                       


9






                    (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


                                       


10






                    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


                        
                                       
 
11






                        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.


                                       


12








         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


                                       1101 East Admiral Doyle Drive
                                       New Iberia, Louisiana 70560






         To the Executive:             Daryl G. Byrd






         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


                                       


13






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.


                                       


14








         IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written.




                                              IBERIABANK CORPORATION






                                              By:    /s/ William H. Fenstermaker
                                                       ---------------------------
                                                        William H. Fenstermaker
                                                         Chairman of the Board










      Attest:                              IBERIABANK




/s/ Victoria Vincent                  
-------------------------


By:    /s/ William H. Fenstermaker
---------------------------
William H. Fenstermaker
Chairman of the Board










      Witness:                                DARYL G. BYRD




/s/ Cindy Leger                             
-------------------- 


By:    /s/ Daryl G. Byrd
-----------------
Daryl G. Byrd, Individually


15