EXHIBIT 10.4

 

 

 

                     EMPLOYMENT AGREEMENT WITH DARYL G. BYRD

                             AS AMENDED AND RESTATED

 

 

 

                         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

 

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                    (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

 

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                    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;

 

 

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                    (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

 

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                    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.

 

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         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

 

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                    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.

 

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               (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

 

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                         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

 

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                    (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

 

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                    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

 

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                    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

<PAGE>

 

 

         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

<PAGE>

 

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

<PAGE>

 

         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

 

</TEXT>

</DOCUMENT>