ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 20, 2009, IBERIABANK Corporation (the "Company") entered into a Warrant Repurchase Agreement (the "Repurchase Agreement") with the United States Department of the Treasury (the "Treasury") to repurchase the warrant to purchase 138,490 shares of Company common stock that the Company had issued and sold to the Treasury (the "Warrant") in connection with the Company's issuance and sale to the Treasury of $90 million aggregate liquidation preference of its Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the "Preferred Stock") under the Treasury's Capital Purchase Program (the "CPP"). The Company repurchased the Warrant for $1.2 million. The Company previously repurchased the Preferred Stock on March 31, 2009 for $90 million plus the accrued and unpaid dividend. As a result of the Warrant repurchase, the Treasury does not own any Company securities under the CPP. A copy of the Warrant Repurchase Agreement is attached hereto as Exhibit 10.1 and is incorporated into this Item 1.01 by reference.

ITEM 8.01 OTHER EVENTS

On May 20, 2009, the Company issued a press release announcing the transaction described above under "Item 1.01 Entry into a Material Definitive Agreement." A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 10.1 Warrant Repurchase Agreement dated May 20, 2009, between IBERIABANK Corporation and the United States Department of Treasury. Exhibit 99.1 Press Release dated May 20, 2009.

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