Iberiabank 8K oration Announces Merger Agreement | IBKC 27 Jul 06

IBERIABANK Corporation

Acquisition of

Pocahontas Bancorp, Inc.

July 27, 2006

Exhibit 99.2

Forward Looking Statements

Safe Harbor and 425 Language

Statements contained in this presentation which are not historical facts and which

pertain to future operating results of IBERIABANK Corporation and its subsidiaries constitute

“forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act

1995.

These

forward-looking

statements

involve

significant

risks

and

uncertainties.

Actual

results may differ materially from the results discussed in these forward-looking statements.

Factors that might cause such a difference include, but are not limited to, those discussed in the

Company’s periodic filings with the SEC.

In connection with the proposed merger, IBERIABANK Corporation will file a

Registration Statement on Form S-4 that will contain a proxy statement/prospectus. INVESTORS

AND SECURITY HOLDERS ARE URGED TO CAREFULLY READ THE PROXY

STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION WHEN IT BECOMES

AVAILABLE, BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION. Investors and security

holders

may

obtain

free

copy

the

proxy

statement/prospectus

(when

available)

and

other

documents containing information about IBERIABANK Corporation and Pocahontas, without

charge, at the SEC's web site at HTTP://www.sec.gov. Copies of the proxy statement/prospectus

and the SEC filings that will be incorporated by reference in the proxy statement/prospectus may

also be obtained for free by directing a request to: Investor Relations-12 Floor, IBERIABANK

Corporation, 200 West Congress Street, Lafayette, LA, 70501, Phone: (337) 521-4788, Fax: (337)

521-4546.

This communication is not an offer to purchase shares of Pocahontas common stock,

nor is it an offer to sell shares of IBERIABANK Corporation common stock which may be issued

in any proposed merger with Pocahontas. Any issuance of IBERIABANK Corporation common

stock in any proposed merger with Pocahontas would have to be registered under the Securities

Act of 1933, as amended, and such IBERIABANK Corporation common stock would be offered

only by means of a prospectus complying with the Act.

Presentation Outline

Our Stated Strategic Focus

Arkansas Metropolitan Markets

Northeast Arkansas

Pocahontas Background

Merger Proposal

Strategic & Financial Implications

IBERIABANK Corporation

Our Stated Strategic Focus

Organic Growth, Supplemented With Acquisitions

Focus On Markets With Competitive Advantage;

Primarily Louisiana, But Consider AR And MS

Basic “Blocking & Tackling”

Banking

Balanced And Conservative Approach

Operate Close To Our Clients & Hire Great People

Relationships & People / Not Facilities & Products

Partner When Fits --

Strategic, Cultural & Financial

Shareholder-Focused And Opportunistic

CURRENT IBKC MARKETS

Arkansas

Metropolitan

Markets

Little Rock

NW Arkansas

Jonesboro

Ft. Smith

Texarkana

Pine Bluff

Hot Springs

Searcy

W. Memphis

Batesville

Mountain Home

Arkadelphia

El Dorado

Conway

Russellville

Helena

AR Metropolitan Markets

AR & LA Markets -

Deposits

$17.4

$10.9

$9.3

$6.3

$4.4

$4.0

$3.8

$3.7

$2.5

$2.1

$2.0

$1.6

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

$14.0

$16.0

$18.0

$ Billion Deposits

New Orleans

Little Rock, AR

Baton Rouge

NW Arkansas

Lafayette

Shreveport

Northshore

Ft. Smith, AR

Houma-Thibodaux

Lake Charles

Monroe

Jonesboro, AR

Alexandria

AR MSA Population

MSA Population

1.3%

-0.2%

0.9%

0.6%

3.1%

1.1%

50,000

100,000

150,000

200,000

250,000

300,000

350,000

400,000

450,000

500,000

550,000

600,000

650,000

700,000

Little Rock

NW Ark

Ft. Smith

Texarkana

Jonesboro

Pine Bluff

Hot Springs

2002

2003

AR Metro Market Comparison

Summary Demographic Data

MSAs

With Populations Greater

Than 100,000 In AR, LA, And MS

State

Total

Population

2005

Pop.

Change

2000-05 (%)

Proj.

Change

2005-10 (%)

Median

HH Income

2005

HH Inc.

Chg 2000-05

(%)

Proj. HH

Inc. Change

2005-10 (%)

New Orleans, LA

1,346,180

2.3

2.7

$ 40,716

15.3

15.4

Oklahoma City, OK

1,156,464

5.6

5.4

43,940

19.4

18.1

Tulsa, OK

901,400

4.9

4.3

45,008

19.7

18.2

Baton Rouge, LA

745,951

5.7

6.1

42,812

14.4

15.1

Little Rock-North Little Rock, AR

653,153

7.0

7.5

47,104

21.0

22.6

Jackson, MS

521,356

4.9

5.3

42,500

13.8

14.7

Fayetteville-Springdale-Rogers, AR

402,550

16.0

15.7

43,503

20.0

20.8

Shreveport-Bossier City, LA

385,145

2.4

2.5

37,838

14.0

13.7

Fort Smith, AR-OK

282,362

3.4

2.4

37,557

19.1

19.0

Gulfport-Biloxi, MS

259,348

5.3

5.0

39,168

10.8

11.3

Lafayette, LA

250,607

4.8

5.0

40,338

13.7

13.5

Lake Charles, LA

200,064

3.4

40,132

13.7

12.9

Houma-Thibodaux, LA

199,943

2.8

2.1

39,588

12.8

11.5

Monroe, LA

172,452

1.4

1.7

36,036

13.6

14.0

Pascagoula, MS

158,977

5.6

5.0

42,790

11.3

11.2

Alexandria, LA

147,988

2.0

0.5

33,511

12.4

13.0

Texarkana, TX-Texarkana, AR

133,498

2.9

1.7

38,691

19.8

19.2

Hattiesburg, MS

129,129

4.3

34,416

12.1

12.6

Tupelo, MS

128,479

2.6

1.8

38,292

11.4

11.2

Lawton, OK

113,783

(1.1)

(0.9)

39,464

16.2

16.6

Jonesboro, AR

113,249

5.1

5.4

37,884

21.8

22.3

Pine Bluff, AR

106,804

(0.5)

(1.1)

38,099

21.7

22.2

Meridian, MS

105,940

(0.6)

(0.5)

32,713

10.8

12.4

Hammond, LA

105,107

4.5

3.5

32,939

12.3

12.9

Northeast Arkansas

Northeast Arkansas

Large Construction Projects

20 Largest Commercial Projects In Arkansas

Source: Arkansas Business, February 13, 2006

Rank

Project

Location

Region

Valuation

St. Mary's Health of NW Arkansas

Rogers

89.0

Tyson Food Discovery Center

Springdale

50.0

Richard Sheppard Arnold US Courthouse

Little Rock

Central

49.1

Pinnacle Hills Promenade

Rogers

42.0

Mount Magazine Lodge

Logan County

West

32.0

Turtle Creek Mall

Jonesboro

30.5

Aviation Support Facility, AR Nat Guard

N. Little Rock

Central

30.0

ASU Student Union Building

Jonesboro

29.0

300 Third Condominium

Little Rock

Central

29.0

10.

Church at Pinnacle Hills

Rogers

26.0

11.

Medium Security Prison Phase 3

Malvern

Central

26.0

12.

North AR Regional Medical Center Patient Tower

Harrison

25.0

13.

U of A Center For Academic Excellence

Fayetteville

25.0

14.

Van Buren School Addition

Van Buren

West

24.3

15.

Dickey-Stephens Field

N. Little Rock

Central

23.0

16.

Alcoa Exchange Shopping Center

Bryant

Central

22.0

17.

ASU Residential Housing

Jonesboro

20.5

18.

Bentonville High School Phase 2

Bentonville

20.0

19.

NW AR Community College Student Center

Rogers

20.0

20.

Pleasant Grove Apartments

Rogers

20.0

Jonesboro –

Largest Employers

Company

Employees

St. Bernard's Medical Center

2,000

Trumann Public Schools

250

Arkansas State University

1,500

Jonesboro Human Development Center

245

Wal-Mart Super Centers

890

Westside Public Schools

235

Hytrol

Conveyor Company

700

HealthSouth

Rehabilitation Hospital

230

Quebecor

World

660

Parker Hannifin

230

Jonesboro Public Schools

640

ConAgra Foods

220

Frito-Lay

575

JK Products & Services, Inc.

216

City of Jonesboro

468

Dillard's

197

NEA Clinic

455

Lowe's of Jonesboro

196

Great Dane Trailers

440

Valley View Public Schools

186

NEA Medical Center

430

J. Wade Quinn Company, Inc.

185

Nestlé

425

Columbia Forest Products, Inc.

185

Crowley's Ridge Development Council

417

United States Postal Service

182

Wolverine Slipper Group-Frolic Location

410

Colson Caster Corporation

180

Mid-South Manufacturing Company

400

City Water & Light

180

Thomas & Betts Corporation

385

Fowler Foods, Inc.

176

Riceland Foods

350

Kraft Foods-Post Division

169

Nettleton Public Schools

350

Brookland

Public Schools

163

Delta Consolidated Industries

340

Sam's Club

160

Mid-South Health Systems

330

Crane Kemlite, Inc.

154

Roach Manufacturing

280

Boling Security Guard, Inc

150

Craighead County

278

Harrisburg Public Schools

150

Arkansas Glass Container Corporation

265

Optus Telemation

145

Liberty Bank of Arkansas

260

Sears

144

Willow

250

International Paper

140

Employees

Jonesboro –

Food Industry

Interstate

Highway

Expansion

Plans

Future I-555

Proposed I-30

Extension

From Little

Rock To St.

Louis

Proposed I-730

Connector

Pocahontas Bancorp, Inc.

Background

Pocahontas Background

History

Holding Company Is Pocahontas Bancorp, Inc. (Delaware

Corp); Primary Sub Is First Community Bank (OTS thrift)

Commenced Operations In 1935 In Pocahontas, AR

1994 IPO And Second Stage Offering In 1998 (At $10.00)

20 AR Offices: Jonesboro (4), Pocahontas (3), Paragould

(2), Hardy (2), Lake City, Newport, Tuckerman, Swifton,

Walnut Ridge, Imboden, Hoxie, Marked Tree, Corning.

One Office & Mortgage Corporation In Broken Arrow, OK

214 FTEs

$17 Million Trust Preferred At Average Cost Of 8.84%

Historically Very Liability Sensitive

Management And Board Control About 25% Of Stock

Pocahontas Background

Historical Corporate Activities

Announcement

Effective

Corporate Action

Date

Summary Description

Bank Founding

1935

Commences operations as Pocahontas Federal Savings & Loan

Mutual HC Formed

12/91

Formed Pocahontas Federal Mutual Holding Company

Initial Public Offering

4/5/94

Issued 747,500 shares (46.4% of outstanding); Mutual HC has 53.6%

Branch Acquisition

8/21/97

Purchased 3 offices from Boatmans/NationsBank

Second Stage Offering

12/23/97

4/ 1/98

Issued 5,950,000 shares at $10.00 per share ($59.5 million) via FBR

Stock Split

4/ 1/98

Stock Split Adjustment of 4.0245:1 to IPO holders

Name Change

3/31/98

4/ 1/98

Formation of Holding Company-Pocahontas Bancorp, Inc.

Ticker Symbol Change

4/28/98

4/30/98

Stock Ticker Symbol Change from PFSLD to PFSL

Branch Acquisition

5/29/98

Purchased 3 offices from Superior Federal

Acquisition

5/29/98

9/15/98

Acquired 3 Branches in Arkansas

Stock Buyback

11/15/98

3/26/99

Buyback of 1,000,472 Shares at $8.74 per share

Stock Buyback

3/30/99

1/4/00

Buyback of 435,736 Shares at $7.32 per share

Stock Buyback

1/4/00

8/14/00

Buyback of 274,400 Shares at $6.30 per share

Stock Buyback

8/14/00

8/17/00

Buyback of 265,000 Shares at $7.06 per share

Stock Buyback

8/21/00

9/19/00

Buyback of 499,600 Shares at $7.92 per share

Stock Buyback

9/19/00

7/25/02

Buyback of 246,200 Shares at $10.06 per share

Acquisition

1/4/01

5/15/01

Acquisition of Walden/Smith Financial Group (FCB)

Acquisition

10/1/01

Acquired Southern Mortgage Corporation in Broken Arrow, OK

Acquisition

1/16/02

5/31/02

Acquisition of Spring Rivers Bancshares (Peoples Bank-Imboden)

Acquisition

11/20/01

6/21/02

Acquisition of North Arkansas Bancshares (Newport FSB)

Stock Buyback

7/25/02

8/2/02

Buyback of 235,226 Shares at $10.85 per share

Branch Sale

7/23/02

10/11/02

Sold 2 Offices to Bank of England

Stock Buyback

8/30/02

9/13/02

Buyback of 51,700 Shares at $10.57 per share

Acquisition

11/27/02

4/30/03

Acquisition of Marked Tree Bancshares, Inc

Branch Sale

6/5/03

8/15/03

Sold Brinkley office to Bank of Brinkley

Branch Sale

11/20/03

3/5/04

Sold Stawberry Office to Bank of Cave City

Pocahontas Background

Financials –

Balance Sheet

At September 30,

Assets

2002

2003

2004

2005

June 30, 2006

Cash and equivalents

$34,307

$22,020

$35,218

$23,411

$16,172

Securities available for sale

117,341

293,569

160,633

99,460

96,841

Securities held to maturity

8,124

5,404

86,201

129,952

136,423

Cash and securities

163,362

328,074

291,960

263,911

256,590

Loans

411,286

393,070

387,575

432,805

431,919

Loan loss reserves

(3,205)

(4,068)

(3,765)

(3,209)

(2,700)

Loans receivable, net

408,081

389,002

383,810

429,596

429,219

Real estate owned

1,707

876

619

349

Mortgage servicing rights

185

700

600

Goodwill and intangibles

17,932

16,728

15,145

14,171

13,441

Other assets

25,749

28,108

27,674

32,637

33,694

Total assets

$617,016

$763,488

$719,908

$741,264

$732,944

Liabilities and Equity

Deposits

$520,032

$586,092

$491,078

$514,044

$534,755

Borrowings

22,137

100,694

153,897

148,645

125,077

Trust preferred securities

16,921

16,942

16,963

16,978

Other liabilities

27,354

6,784

5,490

9,244

4,668

Total liabilities

569,523

710,491

667,407

688,896

681,478

Preferred equity

Common equity

45,896

52,098

53,218

54,885

55,821

Unrealized gain/(loss) on securities

1,597

899

(717)

(2,517)

(4,355)

Total equity

47,493

52,997

52,501

52,368

51,466

Total liabilities and equity

$617,016

$763,488

$719,908

$741,264

$732,944

Tangible equity

29,561

36,269

37,356

38,197

38,025

Loans serviced for others

85,874

91,860

98,588

Pocahontas Background

Financials –

Income Statement

Fiscal Year Ended September 30,

Quarter Ended

Last Four

2001

2002

2003

2004

2005

6/30/05

9/30/05

12/31/05

3/31/06

6/30/06

Quarters

Interest income

29,891

34,107

37,044

36,080

35,632

9,059

9,071

9,451

9,770

9,816

38,108

Interest expense

19,099

17,200

19,242

16,658

18,942

4,862

5,102

5,498

5,879

6,204

22,683

Net interest income

10,792

16,907

17,802

19,422

16,690

4,197

3,969

3,953

3,891

3,612

15,425

Loan loss provision

200

900

2,595

3,900

525

400

310

710

Net interest income after provision

10,592

16,007

15,207

15,522

16,165

4,197

3,569

3,953

3,581

3,612

14,715

Non-interest income:

Loan sales

423

1,003

3,278

1,240

1,056

258

323

202

168

214

907

Other non-interest income

2,813

3,638

4,539

3,909

4,054

912

1,247

1,199

971

932

4,349

Total non-interest income

3,236

4,641

7,817

5,149

5,110

1,170

1,570

1,401

1,139

1,146

5,256

Operating expenses:

Compensation and benefits

4,921

8,201

10,444

9,540

9,342

2,508

2,073

2,444

2,379

2,329

9,225

Occupancy expense

1,278

2,419

2,654

2,723

2,780

645

700

736

763

724

2,923

Amortization of intangibles

492

840

1,096

1,002

974

243

244

243

973

Other expenses

2,413

3,104

3,347

2,688

4,198

1,124

1,372

870

937

861

4,040

Total operating expenses

9,104

14,564

17,541

15,953

17,294

4,520

4,389

4,293

4,322

4,157

17,161

Non-operating income (expense):

Gain (loss) on sale of securities

380

555

324

386

566

564

212

272

Foreclosed property income

(132)

(216)

(538)

(321)

(211)

(133)

(38)

(24)

(57)

(4)

(123)

Other non-operating income (expense)

(3,181)

2,412

137

Net non-operating income (expense)

(2,933)

339

2,198

202

355

431

(36)

155

149

Minority interest

Income before taxes

1,791

6,423

7,681

4,920

4,336

1,278

714

1,091

553

601

2,959

Taxes

382

2,188

2,387

1,463

1,097

440

(140)

234

(78)

(38)

(22)

Extraordinary items, net

Reported net income

$1,409

$4,235

$5,294

$3,457

$3,239

$838

$854

$857

$631

$639

$2,981

Company Background

Financials -

Ratios

Fiscal Year Ended September 30,

Quarter Ended

2001

2002

2003

2004

2005

6/30/05

9/30/05

12/31/05

3/31/06

6/30/06

Period end shares outstanding

4,468,680

4,376,295

4,549,791

4,641,717

Book value per share

$9.98

$10.85

$11.65

$11.31

$11.28

$11.33

$11.28

$11.32

$11.14

$11.09

Tangible book value per share

$6.86

$6.75

$7.97

$8.05

$8.23

$8.22

$8.23

$8.32

$8.19

Earnings per share

$0.33

$0.96

$1.20

$0.75

$0.71

$0.19

$0.14

Dividends per share

$0.26

$0.29

$0.32

$0.08

Dividend payout ratio

78.8%

29.7%

26.7%

42.7%

45.1%

42.1%

57.1%

Average assets

408,193

534,428

685,675

733,143

735,264

736,012

726,569

746,607

742,235

735,309

Return on assets

0.35%

0.79%

0.77%

0.47%

0.44%

0.46%

0.47%

0.46%

0.34%

0.35%

Return on equity

3.4%

9.1%

10.7%

6.6%

6.2%

6.4%

6.5%

6.6%

4.6%

5.0%

Interest-rate spread

2.74%

3.54%

2.94%

2.97%

2.61%

2.63%

2.45%

2.41%

2.30%

Net interest margin

2.90%

3.54%

2.89%

2.91%

2.53%

2.55%

2.41%

2.34%

2.28%

2.15%

Earning assets/costing liabilites

103.2%

99.9%

98.3%

98.8%

97.3%

97.1%

98.6%

98.0%

99.5%

Efficiency ratio

61.4%

63.7%

64.2%

60.9%

74.9%

79.7%

74.8%

75.6%

81.1%

82.3%

Effective tax rate

21.3%

34.1%

31.1%

29.7%

25.3%

34.4%

-19.6%

21.4%

-14.1%

-6.3%

Non-performing assets/total assets

1.59%

0.83%

0.90%

0.74%

0.60%

0.62%

0.60%

0.53%

0.38%

0.30%

Non-performing loans/gross loans

1.81%

0.83%

1.53%

1.22%

0.95%

0.96%

0.95%

0.94%

0.58%

0.50%

Loan loss reserves/gross loans

0.72%

0.78%

1.03%

0.97%

0.74%

0.82%

0.74%

0.66%

0.61%

0.63%

Loan loss reserves/NPLs

39.9%

94.3%

67.5%

79.5%

78.3%

85.7%

78.3%

70.9%

104.2%

124.4%

Net charge-offs/average loans

0.35%

0.30%

0.53%

1.07%

0.28%

0.21%

0.41%

0.46%

Risk-weighted assets/total assets

72.4%

62.4%

57.0%

57.4%

61.8%

58.6%

61.8%

59.7%

60.6%

GAAP capital/total assets

9.22%

7.70%

6.94%

7.29%

7.06%

7.29%

7.06%

6.99%

7.01%

7.02%

GAAP tangible capital/total assets

6.53%

4.93%

4.86%

5.30%

5.25%

5.40%

5.25%

5.24%

5.25%

5.28%

Tier 1 risk-based capital

9.47%

9.91%

10.92%

11.68%

10.80%

11.41%

10.80%

11.46%

11.74%

Total risk-based capital

10.17%

10.74%

11.85%

12.59%

11.50%

12.17%

11.50%

12.08%

12.32%

ARKANSAS BRANCHES AND MARKETS

Company Background

Arkansas Office Locations

Lawrence

County

Craighead

County

Randolph

County

Sharp

County

Poinsett

County

Jackson

County

Clay

County

Greene

County

Company Background

Broken Arrow, Oklahoma Location

Company Background

Market Share –

Jonesboro Market

Source: FDIC Data at June 30, 2005 including credit unions

Jonesboro, AR Fed Defined Market

Inst

Deposits

Type

/Office

Liberty Bancshares, Inc.

Jonesboro, AR

$632,385

32.3%

Bank

70,265

Regions Financial Corporation

Birmingham, AL

$319,323

16.3%

Bank

26,610

Simmons First National Corporation

Pine Bluff, AR

$211,054

10.8%

Bank

42,211

Pocahontas Bancorp, Inc.

Jonesboro, AR

$176,261

9.0%

Thrift

29,377

Heritage Capital Corporation

Jonesboro, AR

$131,960

6.7%

Bank

26,392

BancorpSouth, Inc.

Tupelo, MS

$128,054

6.5%

Bank

42,685

First Delta Bankshares, Inc.

Blytheville, AR

$70,140

3.6%

Bank

70,140

Bank of America Corporation

Charlotte, NC

$66,108

3.4%

Bank

22,036

First National Corporation of Wynne

Wynne, AR

$61,161

3.1%

Bank

30,581

First Paragould Bankshares, Inc.

Paragould, AR

$60,533

3.1%

Bank

30,267

Tyronza

Bancshares

Marked Tree, AR

$38,679

2.0%

Bank

12,893

Little River Bancshares Inc

Lepanto, AR

$37,031

1.9%

Bank

37,031

Washco

Bancshares, Inc.

Potosi, MO

$20,293

1.0%

Bank

6,764

Southern Bank of Commerce

Paragould, AR

$4,447

0.2%

Bank

2,224

$1,957,429

100.0%

$ 34,341

Total Branches / Deposits

Headquarters

Off.

2005 Deps

($000)

Rank

Holding Company

Company Background

Market Share: Other NE AR Counties

Source: FDIC Data at June 30, 2005 including credit unions

Holding Company

Headquartered

Off.

2005 Dep

Ownership

Randolph

Pocahontas Bancorp

Jonesboro, AR

$122,489

50.7%

Stock

Mountain Home Bancshares

Mountain Home

$78,371

32.4%

Private

BancorpSouth, Inc.

Tupelo, MS

$20,417

8.5%

Stock

FNB-Lawrence County

Walnut Ridge, AR

$20,395

8.4%

Subsidiary

Total Branches / Deposits

$241,672

100.0%

Jackson

M&P Community Bancshares

Newport, AR

$94,337

44.7%

Private

Pocahontas Bancorp

Jonesboro, AR

$74,920

35.5%

Stock

Regions Financial Corporation

Birmingham, AL

$41,781

19.8%

Stock

Total Branches / Deposits

$211,038

100.0%

Lawrence

FNB-Lawrence County

Walnut Ridge, AR

$91,056

39.0%

Subsidiary

Pocahontas Bancorp

Jonesboro, AR

$73,922

31.7%

Stock

Regions Financial Corporation

Birmingham, AL

$33,778

14.5%

Stock

Sharp Bancshares, Inc.

Cave City, AR

$23,174

9.9%

Private

Citizens Bancshares-Batesville

Batesville, AR

$11,512

4.9%

Private

Total Branches / Deposits

$233,442

100.0%

Poinsett

First Delta Bankshares, Inc.

Blytheville, AR

$70,140

23.5%

Private

First National Corp-Wynne

Wynne, AR

$61,161

20.5%

Private

Tyronza

Bancshares

Marked Tree, AR

$38,679

13.0%

Private

Little River Bancshares Inc

Lepanto, AR

$37,031

12.4%

Private

Regions Financial Corporation

Birmingham, AL

$30,836

10.3%

Stock

Pocahontas Bancorp

Jonesboro, AR

$24,784

8.3%

Stock

Washco

Bancshares, Inc.

Potosi, MO

$20,293

6.8%

Private

Simmons First National

Pine Bluff, AR

$15,352

5.2%

Stock

Total Branches / Deposits

$298,276

100.0%

Holding Company

Headquartered

Off.

2005 Dep

Ownership

Clay

First Paragould Bankshares, Inc.Paragould, AR

$76,047

31.9%

Private

Piggott Bankstock, Inc.

Piggott, AR

$57,412

24.1%

Private

Liberty Bancshares, Inc

Jonesboro, AR

$35,620

14.9%

Private

Regions Financial Corporation

Birmingham, AL

$32,960

13.8%

Stock

Pocahontas Bancorp

Jonesboro, AR

$23,286

9.8%

Stock

Corning Savings & Loan

Corning, AR

$13,357

5.6%

Private

Total Branches / Deposits

$238,682

100.0%

Sharp

FNBC Bancorp Inc

Ash Flat, AR

$200,183

56.2%

Private

Sharp Bancshares, Inc.

Cave City, AR

$64,067

18.0%

Private

Liberty Bancshares, Inc

Jonesboro, AR

$23,140

6.5%

Private

Pocahontas Bancorp

Jonesboro, AR

$22,252

6.2%

Stock

Simmons First National

Pine Bluff, AR

$21,087

5.9%

Stock

Citizens Bancshares-Batesville

Batesville, AR

$15,338

4.3%

Private

First Community Bancshares

Batesville, AR

$10,291

2.9%

Private

Total Branches / Deposits

$356,358

100.0%

Greene

First Paragould Bankshares

Paragould, AR

$250,418

42.3%

Private

Security State Bancshares

Charleston, MO

$79,334

13.4%

Private

BancorpSouth, Inc.

Tupelo, MS

$74,656

12.6%

Stock

Regions Financial Corporation

Birmingham, AL

$64,597

10.9%

Stock

Liberty Bancshares, Inc

Jonesboro, AR

$55,090

9.3%

Private

Washco

Bancshares, Inc.

Potosi, MO

$34,520

5.8%

Private

Southern Bank of Commerce

Paragould, AR

$25,285

4.3%

Private

Pocahontas Bancorp

Jonesboro, AR

$8,455

1.4%

Stock

Total Branches / Deposits

$592,355

100.0%

Loan Portfolio Composition

Loan Composition

December 31, 2005

$000

%Loans

$000

%Loans

Construction & Land

20,879

5.0%

49,644

2.6%

Residential Mortgages

160,003

38.0%

647,705

33.6%

Home Equity Lines

4,168

1.0%

87,581

4.5%

Multi-Family Mortgages

9,402

2.2%

23,681

1.2%

Commercial RE

141,360

33.6%

435,748

22.6%

Total Commercial & Ag.

62,531

14.9%

270,614

14.0%

Total Consumer

19,504

4.6%

303,522

15.7%

State & Political

0.0%

108,162

5.6%

Other Loans

3,224

0.8%

1,362

0.1%

Total Loans

421,071

100.0%

1,929,031

100.0%

IBERIABANK

Pocahontas

Pocahontas -

Loan Composition

38%

34%

15%

Construction & Land

Residential Mortgages

Home Equity Lines

Multi-Family Mortgages

Commercial RE

Total Commercial & Ag.

Total Consumer

State & Political

Other Loans

IBERIABANK -

Loan Composition

34%

23%

14%

16%

Construction & Land

Residential Mortgages

Home Equity Lines

Multi-Family Mortgages

Commercial RE

Total Commercial & Ag.

Total Consumer

State & Political

Other Loans

Pro Forma Combined -

Loan Composition

34%

25%

14%

Construction & Land

Residential Mortgages

Home Equity Lines

Multi-Family Mortgages

Commercial RE

Total Commercial & Ag.

Total Consumer

State & Political

Other Loans

Deposit Composition

December 31, 2005

$000

%Loans

$000

%Loans

Noninterest

Bearing

49,299

9.1%

350,065

15.6%

NOW/Other Transaction

15,825

2.9%

575,379

25.7%

Money Market

157,699

29.2%

323,157

14.4%

Regular Savings

48,658

9.0%

231,574

10.3%

IRAs/Keogh

36,690

6.8%

113,741

5.1%

CDs

232,037

43.0%

649,047

28.9%

Total Deposits

540,208

100.0%

2,242,963

100.0%

IBERIABANK

Pocahontas

Pocahontas -

Deposit Composition

29%

43%

Noninterest

Bearing

NOW/Other Transaction

Money Market

Regular Savings

IRAs/Keogh

CDs

IBERIABANK -

Deposit Composition

26%

14%

10%

29%

16%

Noninterest

Bearing

NOW/Other Transaction

Money Market

Regular Savings

IRAs/Keogh

CDs

Pro Forma Combined -

Deposit Composition

21%

17%

10%

32%

14%

Noninterest

Bearing

NOW/Other Transaction

Money Market

Regular Savings

IRAs/Keogh

CDs

Company Background

Board Of Directors & Management

Director

PFSL/FCB Title

Interests

Age

Ownership

Pocahontas Corporate Board of Directors

Ralph P. Baltz

Chairman

Owner/Operator--Tri-County Sand & Gravel

4.0%

N. Ray Campbell

Director

Owner--Big Valley Trailers (Pocahontas)

0.8%

James A. Edington

Executive Vice President

Bank Executive, Owner--Sporting Goods, Cattle Farmer

6.8%

L. Marcus Van Camp

Director

Retired School Superintendent (Pocahontas)

1.1%

A. Dwayne Powell

President & CEO

4.6%

A. J. Baltz, Jr

Director

Owner/operator - Baltz Feed Store

3.4%

T. Bruce Burrow

Director

Commercial RE Developer, ADED Commissioner

2.6%

Executive Officers

Brad F. Snider

Chief Operating Officer

Former CEO - North Arkansas Bancshares

1.0%

Terry P. Davis

Chief Financial Officer

0.4%

First Community Bank Board of Directors

Harold W. Perrin

FCB Director

Bank Consultant, Jonesboro City Councilman/Vice Mayor

William B. Hurt III

FCB Director

Owner--501 Club, Club Red

Kaneaster Hodges, Jr

FCB Director

Attorney, former U.S. Senator

John M. Minor

FCB Director

Insurance agent

E. Ritter Arnold

FCB Director

President - E. Ritter Companies,

Dan Hatzenbuehler

FCB Director

Chairman - E. Ritter Company

Merger Proposal

For

Pocahontas Bancorp, Inc.

Merger Proposal

Deal Overview

Estimated Value Of Approximately $16.44 Per Pocahontas Share

Fixed Exchange (0.2781 Shares)

Total Value Of $76.3 Million (Assuming $59.10 IBKC Price)

No Pricing Collars

Customary Walk-Away Provisions (12-Month, Mutual, MAC, Etc.)

Insiders Sign Support And Affiliate Agreements

No Corporate Board Seats

Board Members Form Northeast Arkansas Advisory Board

Lock-Up Fee Of $3.7 Million

Merger Proposal

Leadership Team

Dwayne Powell (CEO) –

2-Year Consulting Agreement

Employment Agreements For Two Senior Officers

Robert Head, Currently IBKC’s

EVP-North Louisiana

•

Named President Of Arkansas

•

A Native Of Jonesboro And Graduate of U of A

•

Will Continue To Serve Arkansas Client Base

David Doherty, Currently IBKC’s

EVP-Credit Admin.

•

Named Chief Credit Officer For Arkansas

•

A Native Of Elton, LA And Graduate Of LSU

•

Former Bank One President For Lake Charles

Merger Proposal

Significant Assumptions

We Estimate Pocahontas Will Earn Base Net Income

Of Approximately $2.5 Million In 2007

Marks & Bond Reinvestment Adds $3.4 Million (B/T)

Anticipate Some Marginal Loan And Deposit Run-Off

To Occur Within The First Year

Cost Savings Phased In Over 1 Year; Expect 11% To

19% Savings On Operating Expense (Ex-CDI)

One-Time Costs Of $6 Million (Some Capitalized)

CDI Assumed To Be $8 Million; 10 Years, SYD Basis

Stock Options May Be Exercised Or Cashed Out

Merger Proposal

Financial Implications

Drivers Of Financial Results:

•

Add Leadership Team; Assimilate Cultures

•

Retain Clients And Achieve Consolidation Savings

•

Manage Credit Risk And Interest Rate Risk

Excluding One-Time Merger-Related Charges,

Immaterial Impact On GAAP EPS In 2006; +$0.07 To

2007 GAAP EPS And +$0.12 To 2007 Cash EPS

14% Accretive to BVS; Breakeven To Tangible BVS

Approximately $42 Million Of Gross Goodwill Created

Tier 1 Leverage Ratio Declines Approximately 40 Bps

Internal Rate Of Return In “Mid-Teens”

Merger Proposal

Strategic Implications

Modest Growth Market & Enhances Diversification

Natural Extension Of Our Current Coverage

We Supplement Their Product Offerings

Rationale Competitive Environment

We Add Leadership And Competitive Advantage

Leverages Our Current Corporate Infrastructure

Staging Ground For Future Arkansas Expansion

Market And Client Knowledge

Fair Pricing For Both Parties

Same Path As IBERIABANK Six Years Ago

Merger Proposal

Market Multiples

Bank M&A

Multiples

Thrift M&A

Multiples

Source: Stifel Nicolaus

Source: Stifel Nicolaus

Nicolaus

Through July 21, 2006

Market-To-Book = 1.48x

Market-To-Tangible Book = 2.01x

Market Premium = 33% (7/26/05)

Price-To-Earnings = 25.6x

Core Deposit Premium = 9.2%

Merger Proposal

Summary Of Merger

Opportunistic; We Bring Something To The Table

Solid Strategic, Cultural, And Financial Fit

Excellent Returns For Shareholders Of Both

Companies

Provides Diversity--Retail Shareholders

Creates Arkansas Entry And Expansion Vehicle

Excellent Platform For Growth (Over 5 Years)

We Can Manage Interest Rate And Credit Risk

Our View: Low Risk And Favorable Timing

Iberiabank (IBKC) 8-KIBERIABANK Corporation Announces Merger Agreement