Effective November 13, 2009, IBERIABANK assumed all deposits and acquired certain assets and liabilities of Orion from the FDIC, as receiver for Orion (the "Orion Acquisition"), pursuant to the terms of a Purchase and Assumption Agreement entered into by and among IBERIABANK, the FDIC, as receiver for Orion, and the FDIC, on November 13, 2009 (the "Orion Agreement").

Effective November 13, 2009, IBERIABANK also assumed all deposits and acquired certain assets and liabilities of Century from the FDIC, as receiver for Century, pursuant to the terms of a Purchase and Assumption Agreement entered into by and among IBERIABANK, the FDIC, as receiver for Century, and the FDIC, on November 13, 2009 (the "Century Agreement").

Under the terms of the Orion Agreement, IBERIABANK acquired approximately $2.3 billion in assets, including approximately $1.9 billion in loans held and other real estate owned by Orion, $233.6 million of marketable securities, $211.3 million of cash and cash equivalents (excluding cash paid by the FDIC to complete the Orion Acquisition) and $13.6 million of other assets. IBERIABANK also assumed approximately $2.2 billion in liabilities, including approximately $1.9 billion in customer deposits, $332.6 million in liabilities to the Federal Home Loan Bank, $12.0 million in securities repurchase obligations, and $4.0 million in other liabilities. No other assets were acquired or liabilities assumed from Orion or its parent entity, Orion Bancorp, Inc. The deposits were acquired at a discount of 1.50% (except for brokered deposits, CDARS and any market place or similar subscription services deposits, which were acquired without a premium), and certain loans were acquired at a discount to Orion historic book value as of October 21, 1009 of approximately $289.5 million, subject to customary adjustments. In connection with the Orion Acquisition, the FDIC will make a payment to IBERIABANK in the amount of approximately $204.0 million, subject to customary post-closing adjustments based upon the final closing date balance sheet for Orion. The terms of the Orion Agreement provide for the FDIC to indemnify IBERIABANK against certain claims, including claims with respect to liabilities and assets of Orion or any of its affiliates not assumed or otherwise purchased by IBERIABANK, with respect to claims made by shareholders, and with respect to claims based on any action by Orion's directors, officers and other employees.

In connection with the Orion Acquisition, IBERIABANK entered into loss sharing agreements with the FDIC. Pursuant to the terms of the Orion loss sharing agreements, the FDIC is obligated to reimburse IBERIABANK for 80% of losses of up to $550 million with respect to covered assets. The FDIC will reimburse IBERIABANK for 95% of losses in excess of $550 million with respect to covered assets. IBERIABANK will reimburse the FDIC for 80% of recoveries with respect to losses for which the FDIC paid IBERIABANK 80% reimbursement under the loss sharing agreements, and for 95% of recoveries with respect to losses for which the FDIC paid 95% reimbursement under the loss sharing agreements.

In addition, on January 14, 2020 (the "True-Up Measurement Date"), IBERIABANK has agreed to pay the FDIC 50% of the excess, if any, of (i) 20% of a $550 million stated threshold less (ii) the sum of (A) 25% of the asset premium (discount) plus (B) 25% of the Cumulative Shared Loss Payments (defined as the aggregate of all of the payments made or payable to IBERIABANK minus the aggregate of all of the payments made or payable to the FDIC) plus (C) the Period Servicing Amounts for any twelve-month period prior to and ending on the True-Up Measurement Date (defined as the product of the simple average of the principal amount of shared loss loans and shared loss assets (other than shared loss securities) at the beginning and end of such period times 1%).

Under the terms of the Century Agreement, IBERIABANK acquired approximately $789.1 million in assets, including approximately $740.6 million in loans held and other real estate owned by Century, $32.8 million of marketable securities, $14.9 million of cash and cash equivalents (excluding cash paid by the FDIC to complete the Century Acquisition) and $0.8 million of other assets. IBERIABANK also assumed approximately $754.7 million in liabilities, including approximately $617.7 million in customer deposits, $135.0 million in liabilities to the Federal Home Loan Bank and $2.0 million in other liabilities. No other assets were acquired or liabilities assumed from Century or its parent entity, Century Financial Group, Inc. The deposits were acquired at a discount of 1.50% (except for brokered deposits, CDARS and any market place or similar subscription services deposits, which were acquired without a premium), and certain loans were acquired at a discount to Century historic book value as of August 28, 2009, 2009 of approximately $130.9 million, subject to customary adjustments. In connection with the Century Acquisition, the FDIC will make a payment to IBERIABANK in the amount of approximately $97.4 million, subject to customary post-closing adjustments based upon the final closing date balance sheet for Century. The terms of the Century Agreement provide for the FDIC to indemnify IBERIABANK against claims with respect to liabilities and assets of Century or any of its affiliates not assumed or otherwise purchased by IBERIABANK, with respect to claims made by shareholders, and with respect to claims based on any action by Century's directors, officers and other employees.

In connection with the Century Acquisition, IBERIABANK entered into loss sharing agreements with the FDIC. Pursuant to the terms of the Century loss sharing agreements, the FDIC is obligated to reimburse IBERIABANK for 80% of losses of up to $285 million with respect to covered assets. The FDIC will reimburse IBERIABANK for 95% of losses in excess of $285 million with respect to covered assets. IBERIABANK will reimburse the FDIC for 80% of recoveries with respect to losses for which the FDIC paid IBERIABANK 80% reimbursement under the loss sharing agreements, and for 95% of recoveries with respect to losses for which the FDIC paid 95% reimbursement under the loss sharing agreements.

In addition, on January 14, 2020 (the "True-Up Measurement Date"), IBERIABANK has agreed to pay the FDIC 50% of the excess, if any, of (i) 20% of a $285 million stated threshold less (ii) the sum of (A) 25% of the asset premium (discount) plus (B) 25% of the Cumulative Shared Loss Payments (defined as the aggregate of all of the payments made or payable to IBERIABANK minus the aggregate of all of the payments made or payable to the FDIC) plus (C) the . . .

The information set forth under Item 1.01 "Entry into a Material Definitive Agreement" is incorporated by reference into this Item 2.01.

On November 13, 2009, IBERIABANK issued a press release announcing the Acquisitions and other recent developments. Copies of the press release and related supplemental materials are attached as Exhibits 99.1 and 99.2 to this Current Report and incorporated by reference herein.

(a) Financial Statements of Business Acquired

To the extent that financial statements are required by this Item, such financial statements will be filed in an amendment to this Current Report on Form 8-K no later than January 25, 2010.

(b) Pro Forma Financial Information

To the extent that pro forma financial information is required by this Item, such information will be filed in an amendment to this Current Report on Form 8-K no later than January 25, 2010.

(c) Exhibits.

Exhibit 2.1     Purchase and Assumption Agreement Whole Bank All Deposits, by and
                among the Federal Deposit Insurance Corporation, receiver of Orion
                Bank, Naples, Florida, the Federal Deposit Insurance Corporation,
                and IBERIABANK, dated as of November 13, 2009.

Exhibit 2.2     Purchase and Assumption Agreement Whole Bank All Deposits, by and
                among the Federal Deposit Insurance Corporation, receiver of
                Century Bank, FSB, Sarasota, Florida, the Federal Deposit Insurance
                Corporation, and IBERIABANK, dated as of November 13, 2009.

Exhibit 99.1    Press Release announcing the Acquisitions and other recent
                developments issued by IBERIABANK Corporation, dated November 13,
                2009. Incorporated herein by reference to Exhibit 99.1 of Current
                Report on Form 8-K, filed November 16, 2009.

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Exhibit 99.2    Supplemental materials to Press Release, dated November 13, 2009.
                Incorporated herein by reference to Exhibit 99.2 of Current Report
                on Form 8-K, filed November 16, 2009.