EXHIBIT 99.3
<PAGE>
IBERIABANK CORPORATION
SUPPLEMENTAL STOCK OPTION PLAN
----------------------------------
Stock Appreciation Rights Agreement
Not In Tandem with Stock Option
----------------------------------
On the date of grant specified below, the Stock Option Committee of
IBERIABANK Corporation (the "Company") hereby grants to ________________ (the
"Optionee") a total of _______ Stock Appreciation Rights (SARs), subject to the
terms and conditions set forth in the IBERIABANK Corporation Supplemental Stock
Option Plan (the "Plan") (a copy of which is available to the Optionee upon
request). The terms and conditions of the Plan are incorporated herein by
reference.
(a) The exercise price is $____ for each share, such price being 100% of
the fair market value, as determined by the Committee, of the Common Stock on
the date of grant of this option.
(b) The SAR shall be exercisable to the extent permitted in the Plan.
(c) The SAR shall be accepted for surrender by the Optionee in
consideration for the payment by the Company of an amount equal to the excess of
the fair market value on the date of exercise of the Shares of Common Stock
subject to such SAR over the exercise price specified in Paragraph (a) hereof.
(d) Payment hereunder shall be made in shares of Common Stock or in cash as
provided in the Plan.
(e) The SAR is nontransferable, except in accordance with Section 8.10(e)
of the Plan.
(f) The SAR may be exercised only in accordance with Section 8.10 of the
Plan, and only when there is a positive spread, i.e., when the market price of
the Common Stock subject to the SAR exceeds the exercise price of the SAR.
(g) In the event of any inconsistency or conflict between this Agreement
and the Plan, the Plan shall be controlling and supercede any conflicting or
inconsistent provision of the Agreement.
IBERIABANK CORPORATION SUPPLEMENTAL
STOCK OPTION PLAN COMMITTEE
By:________________________________
Date of Grant: ATTEST:
_____________________
