SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
[X ] Definitive Proxy Statement Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to par 240.14a-11(c) or par. 240.14a-12
MidSouth Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
Board of Directors of MidSouth Bancorp, Inc.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X ] $125 per Exchange Act Rules 0-11(c)(1)(ii),
14a-6(i)(1), 14a-6(i)(2) or item 22(a)(2) of
Schedule 14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
1) Title of each class of securities to which
transaction applies:
2) Aggregate number of securities to which transaction
applies:
3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total Fee Paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
MIDSOUTH BANCORP, INC.
102 Versailles Boulevard
Versailles Centre
Lafayette, Louisiana 70501
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 15, 1996
Lafayette, Louisiana
April 15, 1996
The annual meeting of shareholders of MidSouth Bancorp, Inc.
("MidSouth") will be held on Wednesday, May 15, 1996 at 2:00 p.m.,
local time at MidSouth's main office, 102 Versailles Boulevard,
Lafayette, Louisiana to vote upon the following matters:
1. The election of directors of MidSouth.
2. Such other matters as may properly come before the
meeting or any adjournments thereof.
Only holders of record of MidSouth's common stock at the close of
business on April 8, 1996 are entitled to notice of and to vote at
the annual meeting.
Your vote is important regardless of the number of shares
you own. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN
THE ACCOMPANYING STAMPED ENVELOPE. YOUR PROXY MAY BE REVOKED BY
APPROPRIATE NOTICE TO MIDSOUTH'S SECRETARY AT ANY TIME PRIOR TO
THE VOTING THEREOF.
BY ORDER OF THE BOARD
OF DIRECTORS
Karen L. Hail
Secretary
<PAGE>
MIDSOUTH BANCORP, INC.
102 Versailles Boulevard
Versailles Centre
Lafayette, Louisiana 70501
April 15, 1996
PROXY STATEMENT
This Proxy Statement is furnished to shareholders of common
stock of MidSouth Bancorp, Inc. ("MidSouth") in connection with
the solicitation on behalf of its Board of Directors (the "Board")
of proxies for use at the annual meeting of shareholders of
MidSouth (the "Meeting") to be held on Wednesday, May 15, 1996 at
the time and place set forth in the accompanying notice and at any
adjournments thereof. This Proxy Statement is first being mailed
to shareholders on or about April 15, 1996.
Only shareholders of record of MidSouth common stock
("Common Stock") at the close of business on April 8, 1996 are
entitled to notice of and to vote at the Meeting. As of April
8,1996, MidSouth had outstanding 980,950 shares of Common Stock
plus any shares issued on conversion of MidSouth Preferred Stock
from April 1 through April 8, 1996, each of which is entitled to
one vote.
The presence, in person or by proxy, of a majority of the
outstanding shares of Common Stock is necessary to constitute a
quorum. If a quorum is present, the election of directors is
determined by plurality vote. With respect to any proposal that
may properly come before the Meeting, MidSouth's Articles of
Incorporation ("Articles") provide that if the Board has
recommended the proposal by the affirmative vote of the majority
of all of the Continuing Directors, as defined in the Articles,
then, in general, the affirmative vote of a majority of the votes
cast is required to approve the proposal. If the proposal is not
so recommended, then the affirmative vote of 80% of the Total
Voting Power, as defined in the Articles, is required to approve
the proposal. MidSouth's By-laws provide that the Continuing
Directors will appoint the Judge(s) of Election and that all
questions as to the qualification of voters, validity of proxies
and the acceptance or rejection of votes will be decided by the
Judge(s) of Election. Abstentions will have no effect on the
election of directors. With respect to any other proposal to
properly come before the Meeting, abstentions will be counted as
votes not cast, if approval of the proposal requires the
affirmative vote of 80% of the total voting power and will have
the effect of a vote against the proposal. If brokers not
receiving instructions from beneficial owners as to the granting
or withholding of proxies may not or do not exercise discretionary
power to grant a proxy with respect to a particular matter (a
"broker non-vote"), shares not voted as a result will be counted
as not present with respect to such matter.
All proxies received in the form enclosed will be voted as
specified and, in the absence of instructions to the contrary,
will be voted for the election of the nominees named herein.
MidSouth does not know of any matters to be presented at the
Meeting other than those described herein; however, if any other
matters properly come before the Meeting or any adjournments
thereof, it is the intention of the persons named in the enclosed
proxy to vote the shares represented by them in accordance with
their best judgment.
The enclosed proxy may be revoked by the shareholder at any
time prior to the exercise thereof by filing with the Secretary of
MidSouth a written revocation or a duly executed proxy bearing a
later date. A shareholder who votes in person at the Meeting in a
manner inconsistent with a proxy previously filed on the
shareholder's behalf will be deemed to have revoked such proxy as
it relates to the matters voted upon in person.
2
<PAGE>
The cost of soliciting proxies in the enclosed form will be
borne by MidSouth. In addition to the use of the mails, proxies
may be solicited by personal interview, telephone and telegraph.
Banks, brokerage houses and other nominees or fiduciaries may be
requested to forward the soliciting material to their principals
and to obtain authorization for the execution of proxies, and
MidSouth will, upon request, reimburse them for their expenses in
so acting.
ELECTION OF DIRECTORS
MidSouth's Articles provide that the number of directors
will be set by the By-Laws, and the By-Laws currently provide for
a Board of Directors of eight directors. The Articles also
provide for three classes of directors, with one class to be
elected at each annual meeting for a three-year term. At the
Meeting, Class III Directors will be elected to serve until the
third succeeding annual meeting of shareholders and until their
successors have been duly elected and qualified.
Unless authority is withheld, the persons named in the
enclosed proxy will vote the shares represented by the proxies
received by them for the election of the three Class III director
nominees named below. In the unanticipated event that one or more
nominees cannot be a candidate at the Meeting, the shares
represented by the proxies will be voted in favor of such other
nominees as may be designated by the Board. Directors will be
elected by plurality vote.
MidSouth's Articles provide that only persons who are
nominated in accordance with the procedures set forth in Article
IV(H) of the Articles are eligible for election as directors.
Other than the Board of Directors, only shareholders of MidSouth
entitled to vote at a meeting for the election of directors who
have complied with the notice procedures set forth in the Articles
may nominate a person for election for director. In order for
such shareholder to nominate a person for election, the
shareholder must have given written notice to MidSouth by January
15, 1996 setting forth the following: (1) as to each person whom
the shareholder proposes to nominate for election or reelection as
director, (a) the name, age, business address and residential
address of such person, (b) the principal occupation or employment
of such person, (c) the class and number of shares of capital
stock of MidSouth of which such person is the beneficial owner (as
defined in Rule 13d-3 promulgated under the Securities Exchange
Act of 1934 ("Rule 13d-3") and (d) any other information relating
to such person that would be required to be disclosed in
solicitations of proxies for the election of directors pursuant to
Regulation 14A promulgated under the Securities Exchange Act of
1934; and (2) as to the shareholder of record giving the notice,
(a) the name and address of such shareholder, (b) the class and
number of shares of capital stock of MidSouth of which such
shareholder is the beneficial owner (as defined in Rule 13d-3)
and (c) a description of any agreements, arrangements or
relationships between the shareholder giving the notice and each
person the shareholder proposes to nominate. Two inspectors, not
affiliated with MidSouth, appointed by MidSouth's secretary, will
determine whether the notice provisions were met. If the
inspectors determine that the Shareholder has not complied with
Article IV(H), the defective nomination shall be disregarded.
The following table sets forth certain information as of
March 31, 1996 with respect to each director nominee and each
director whose term as a director will continue after the Meeting.
Unless otherwise indicated, each person has been engaged in the
principal occupation shown for the past five years. The Board
recommends a vote FOR each of the three nominees named below.
3
<PAGE>
<TABLE>
<CAPTION>
Director Nominees for terms expiring in 1999 (Class III Directors)
Year First Became
Name Age Principal Occupation Director of MidSouth
____ ___ ____________________ ____________________
<S> <C> <C> <C>
James R. Davis, Jr. 43 Owner, Davis/Wade 1991
Financial Services, LLC
(1995-Present);Owner,
Safe-America Security
System, Baton Rouge, LA
(1994-1995);
Director of Gas Supply for LA,
Victoria Gas Corporation
(1992 - 1993);
President, Elsbury Production, Inc.
(1982-1992)
Karen L. Hail 42 Chief Financial Officer and 1988
Secretary, MidSouth
Milton B. Kidd, III., O.D. 47 Optometrist, Kidd Vision Centers ____ <FN1>
</TABLE>
<TABLE>
<CAPTION>
Directors whose terms expire in 1997 (Class I Directors)
Year First Became
Name Age Principal Occupation Director of MidSouth
____ ___ ____________________ ____________________
<S> <C> <C> <C>
C. R. Cloutier 49 President and C.E.O., MidSouth 1984
and MidSouth National Bank (the
"Bank"), the wholly-owned
subsidiary of MidSouth
J. B. Hargroder, M.D. 65 Physician, retired 1984
William M. Simmons 62 Private Investments 1984
</TABLE>
<TABLE>
<CAPTION>
Directors whose terms expire in 1998 (Class II Directors)
Year First Became
Name Age Principal Occupation Director of MidSouth
____ ___ ____________________ ____________________
<S> <C> <C> <C>
Will G. Charbonnet, Sr. 48 President, Acadiana Fast Foods 1985
Inc. (owner/operator fast food
stores); Chairman of the Board,
MidSouth and the Bank
Clayton Paul Hilliard 70 President, Badger Oil Corporation 1992 <FN2>
</TABLE>
________________
<FN1> Dr. Kidd, III has served on the board of MidSouth National
Bank since April 1, 1994.
<FN2> Mr. Hilliard also served on the boards of MidSouth and MidSouth
the Bank from 1985 to 1987.
_______________
4
<PAGE>
During 1995 the Board held 15 meetings. Each incumbent
director attended at least 75% of the aggregate number of
meetings held during 1995 of the Board and committees of which
he or she was a member, except James R. Davis, Jr. who attended
63%.
The Board has an Executive Committee, an Audit and Loan
Review Committee and a Personnel Committee. The members of the
Executive Committee are Will G. Charbonnet, Sr., C. R. Cloutier,
and J. B. Hargroder, M.D. The Executive Committee's duties
include nominations, shareholder relations, bank examination and
Securities and Exchange Commission ("SEC") reporting. The
committee will consider nominees that are proposed by
shareholders in accordance with the procedures, described above,
set forth in MidSouth's Articles. The Executive Committee did
not meet in 1995 as such matters usually taken up by this
committee were brought to the full board.
The current members of the Audit and Loan Review Committee
are James R. Davis, Jr., Milton B. Kidd, III, O.D. and Clayton
Paul Hilliard. The committee, which held 12 meetings in 1995,
is responsible for maintaining a program of internal accounting
controls and monitoring all loans and lines of credit for
consistency with MidSouth National Bank's loan policy.
The current members of the Personnel Committee are Will G.
Charbonnet, Sr., James R. Davis, Jr., J. B. Hargroder, M.D.,
Clayton Paul Hilliard and William M. Simmons. The committee,
which met three times in 1995, is responsible for evaluating the
performance and setting the compensation of MidSouth's executive
officers.
Directors of MidSouth are also members of the Board of
Directors of MidSouth National Bank with the exception that
Milton B. Kidd, Jr., is a director of MidSouth and director-
emeritus of the Bank. Milton B. Kidd, Jr. will not seek re-
election to the board of MidSouth but will remain as director-
emeritus of both MidSouth and the Bank. Directors were entitled
to fees of $200 per month for service on both boards, except for
the Chairman of the Board of MidSouth and the Bank who receives
an additional $400 per month. In addition to the monthly fee,
each director received $250 for each regular meeting, and $125
for each special meeting, of the Board of the Bank and $75 for
the first hour, and $25 per hour for each additional hour, of
each committee meeting. Directors received fees only for
meetings they attended.
Section 16(a) of the Securities and Exchange Act of 1934
requires MidSouth's directors and executive officers and persons
who own more than ten percent of a registered class of
MidSouth's equity securities to file with the SEC initial
reports of ownership and reports of changes in ownership of
common stock and other equity securities of MidSouth. Executive
officers, directors and greater than ten-percent shareholders
are required to furnish MidSouth with copies of all Section
16(a) forms they file. To MidSouth's knowledge, based only on
a review of forms furnished to MidSouth, all such Section 16(a)
filings were filed on a timely basis except that one report
covering one transaction made in 1995 was filed late by Mr.
Clayton Paul Hilliard.
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS OF MIDSOUTH
Security Ownership of Management
The following table sets forth certain information as of
March 31, 1996 concerning the beneficial ownership of MidSouth's
equity securities, consisting of Common Stock and Series A
Convertible Preferred Stock, by each director and nominee of
MidSouth, by MidSouth's Chief Executive Officer, C. R. Cloutier
(who is also a director) and by all directors and executive
officers of MidSouth as a group, determined in accordance with
Rule 13d-3. Unless otherwise indicated, the securities are held
with sole voting and investment power. The table reflects
shares of Common Stock beneficially owned, and the footnotes
provide information on beneficial ownership of Preferred Stock.
5
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature
of Percent
Name and Address Beneficial of Class
Ownership<FN1>
________________ ______________ ________
<S> <C> <C>
Will G. Charbonnet, Sr. 54,792<FN2> 5.6%
1003 Hugh Wallis
Road, South, Suite F
Lafayette, LA 70508
C. R. Cloutier 67,850<FN3> 6.8%
P. O. Box 3745
Lafayette, LA 70502
James R. Davis, Jr. 20,877<FN4> 2.1%
8857 Wakefield
Baton Rouge, LA 70806
Karen L. Hail 24,603<FN5> 2.5%
P. O. Box 3745
Lafayette, LA 70502
J. B. Hargroder, M.D. 95,811<FN6> 9.8%
P. O. Box 1049
Jennings, LA 70546
Clayton Paul Hilliard 46,633<FN7> 4.8%
P. O. Box 52745
Lafayette, LA 70505
Milton B. Kidd, III, O.D. 40,030<FN8> 4.1%
1500 N.W. Blvd.
P. O. Box 1071
Franklin, LA 70538
Milton B. Kidd, Jr., O.D. 20,009<FN9> 2.0%
1500 N.W. Blvd.
P. O. Box 1071
Franklin, LA 70538
William M. Simmons 33,902<FN10> 3.5%
P. O. Box 111
Avery Island, LA 70513
All directors and 412,150 41.11%
executive officers as
a group (13 persons)
</TABLE>
6
<PAGE>
<FN1> MidSouth Common Stock held by MidSouth's Directors'
Deferred Compensation Trust is beneficially owned by the
Plan Administrator, which has sole voting and investment
power. Because the Plan Administrator is the Executive
Committee of the Board of MidSouth, all directors of
MidSouth could be deemed to share voting and investment
power with respect to all MidSouth Common Stock held in
the MidSouth's Directors' Deferred Compensation Trust (the
"Deferred Compensation Trust") (74,434 shares or 7.6% as
of March 31, 1996). For each individual director, the
table reflects the number of shares held for his or her
account only. The group figure reflects all shares held
in the Deferred Compensation Trust at March 31, 1996.
MidSouth Common Stock held by MidSouth's Employee Stock
Ownership Plan (the "ESOP") is not included in the table,
except that shares allocated to an individual's account
are included as beneficially owned by that individual.
Beneficial ownership of shares held in the ESOP is
attributed to the ESOP, ESOP Trustees and ESOP
Administrative Committee, as reflected in the table below.
The Board has the power to appoint and remove the ESOP
Trustees and Administrative Committee. Shares subject to
options or which may be acquired on conversion of
preferred stock are deemed outstanding for purposes of
computing the percentage of outstanding Common Stock owned
by persons beneficially owning such shares and by all
directors and executive officers as a group but are not
deemed to be outstanding for the purpose of computing the
ownership percentage of any other person.
<FN2> Includes 11,844 shares as to which he shares voting and
investment power and 9,319 shares held for his account in
the Deferred Compensation Trust.
<FN3> Includes 10,518 shares held by the ESOP for his account as
to which he shares voting power, 27,315 shares as to which
he shares voting and investment power, 10,400 shares held
for his account in the Deferred Compensation Trust and
14,000 shares underlying stock options.
<FN4> Includes 13,506 shares as to which he shares voting and
investment power and 7,371 shares held for his account in
the Deferred Compensation Trust.
<FN5> Includes 7,663 shares held for her account in the ESOP as
to which she shares voting power, 279 shares as to which
she shares voting and investment power, 7,276 shares held
for her account in the Deferred Compensation Trust and
7,000 shares underlying stock options.
<FN6> Includes 84,846 shares as to which he shares voting and
investment power, and 9,198 shares held for his account in
the Deferred Compensation Trust. Includes 133 shares he
has the right to acquire on conversion of 400 shares of
Preferred Stock owned by him.
<FN7> Includes 41,719 shares as to which he shares voting and
investment powers and 3,773 shares held for his account in
the Deferred Compensation Trust.
<FN8> Includes 13,477 shares as to which he shares voting and
investment powers with his father, Milton B.
Kidd, Jr., outgoing director of MidSouth and 1,687 shares
held for his account in the Trust.
<FN9> Includes 13,477 shares as to which he shares voting and
investment powers with his son, Milton B. Kidd, III,
incoming director of MidSouth and 6,332 shares held for
his account in the Trust.
<FN10> Includes 759 shares as to which he shares voting and
investment power and 8,791 shares held for his account in
the Deferred Compensation Trust.
___________
7
<PAGE>
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of
March 31, 1996 concerning persons or groups, other than the
directors listed in the table above, known to MidSouth to be the
beneficial owner of more than five percent of MidSouth's Common
Stock, determined in accordance with Rule 13d-3 of the SEC.
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent
of Beneficial Owner of Beneficial Owner of Class
<S> <C> <C>
Hilton B. Watson 49,140 5.0%
102 S. Cutting Avenue
Jennings, LA 70546
MidSouth Bancorp, Inc. 94,593<FN1> 9.6%
Employee Stock Ownership
Plan, ESOP Trustees and
ESOP Administrative
Committee
P. O. Box 3745
Lafayette, LA 70502
______________
</TABLE>
<FN1> The ESOP Administrative Committee directs the ESOP
Trustees how to vote the approximately 5,575 unallocated
shares of Common Stock held in the ESOP (as of March 31,
1996). Voting rights of the shares allocated to ESOP
participants' accounts are passed through to the
participants. The ESOP Trustees have investment power
with respect to the ESOP's assets, but must exercise this
power in accordance with an investment policy established
by the ESOP Administrative Committee. Thus, the ESOP
Trustees share investment power with the ESOP
Administrative Committee for all shares held pursuant to
the ESOP. The ESOP Trustees are Donald R. Landry, an
executive officer of MidSouth, and Russell Henson and Kim
Cormier, Bank employees. The ESOP Administrative
Committee consists of Teri S. Stelly, executive officers
of MidSouth and Dailene Melancon, a Bank employee.
_________________
8
<PAGE>
EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS
Summary of Executive Compensation
The following table shows all compensation awarded to,
earned by or paid to MidSouth's Chief Executive Officer, C. R.
Cloutier, and Chief Financial Officer, Karen L. Hail, for all
services rendered by them in all capacities to MidSouth and its
subsidiaries for the year ended December 31, 1995 No other
executive officer of MidSouth had total annual salary and bonus
exceeding $100,000 for the year ended December 31, 1995.
<TABLE>
<CAPTION>
Long Term Compensation
______________________________________________________
Annual Compensation Awards Payouts Other
_________________________ ____________________ ___________________ ________
Other Securities All
Annual Restricted Under- Other
Name Compen- Stock lying LTIP Compen-
and Principal Year Salary($) Bonus($) sation Award(s) Option(s) Payouts sation
Position <FN1> <FN2> ($) ($) SARs(#) ($) ($)<FN3>
____________________________________________________________________________________________________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C.R. Cloutier 1995 $119,450 19,445 0 0 0 0 5,865
Chief Executive 1994 $111,517 15,071 0 0 0 0 9,165
Officer 1993 $110,267 4,956 0 0 0 0 10,114
____________________________________________________________________________________________________
Karen L. Hail 1995 $ 85,100 12,235 0 0 0 0 5,520
Chief Financial 1994 $ 85,074 8,417 0 0 0 0 3,626
Officer 1993 $ 77,929 3,109 0 0 0 0 3,732
____________________________________________________________________________________________________
</TABLE>
<FN1> Includes director fees of $11,950 and $11,600 for 1995;
$11,900 and $12,000 for 1994 and $10,650 and $10,400 for
1993 for Mr. Cloutier and Ms. Hail respectively.
<FN2> Awarded pursuant to the Incentive Compensation Plan of the
Bank.
<FN3> Consists of an estimated $5,038 and $4,908 contributed by
MidSouth to the ESOP for the accounts of Mr. Cloutier and
Ms. Hail respectively and $827 and $612 paid by MidSouth
in insurance premiums for term life insurance for the
benefit of Mr. Cloutier and Ms. Hail respectively.
_______________________
9
<PAGE>
Option Exercises and Holdings
The following table sets forth information with respect to
MidSouth's Chief Executive Officer, C. R. Cloutier and Chief
Financial Officer, Karen L. Hail concerning their exercise of
options during 1995 and unexercised options held as of December
31, 1995. As of December 31, 1995 no other officers of MidSouth
held options to purchase shares of MidSouth.
AGGREGATED OPTION EXERCISES IN 1995 AND OPTION VALUES
AS OF DECEMBER 31, 1995
<TABLE>
<CAPTION>
No. of
Shares
Acquired
on Value Number of Securities Value of Unexercised
Name Exercise Realized Underlying Unexercised In-the-Money Options/SARs
Options/SARs at at
December 31, 1995 <FN1> December 31, 1995
__________________________ ___________________________
Exercisable Unexercisable Exercisable Unexercisable
_______________________________________________________________________________________________
<S> <C > <C> <C> <C> <C> <C>
C. R. Cloutier 0 $0 14,000 0 $115,290 N.A.
Karen L. Hail 4,000 $37,940 10,000 0 $ 82,350 N.A.
_______________________________________________________________________________________________
_______________
</TABLE>
<FN1> As adjusted for a stock dividend paid February 18, 1994
and a stock split effected September 15, 1995. Mr.
Cloutier's and Ms. Hail's options are exercisable at an
exercise price of $7.14 per share and expire on
December 31, 1996.
__________________
Employment and Severance Contracts with Named Executive Officer
Mr. Cloutier and Ms. Hail each have a written employment
agreement with the Bank for a term of one year, commencing
February 15th of each year. The employment agreements are
automatically extended for a period of one year every year
thereafter commencing on the termination date, unless written
notice of termination is given by any party to the agreement not
later than 60 days before the termination date. Pursuant to the
contract, Mr. Cloutier and Ms. Hail receive term life insurance
equal to four times their annual salary payable to a beneficiary
of their choice and disability insurance of not less than two-
thirds of their annual salary. Mr. Cloutier and Ms. Hail's
contracts have a severance provision which entitles them to one
year's salary if the agreement is terminated by the Bank, unless
they are removed by a regulatory body.
Certain Transactions
Directors, nominees and executive officers of MidSouth and
their associates have been customers of, and have had loan
transactions with, the Bank in the ordinary course of business,
and such transactions are expected to continue in the future.
In the opinion of MidSouth's management, such transactions have
been on substantially the same terms, including interest rates
and collateral, as those prevailing at the time for comparable
transactions with other persons and did not involve more than
the normal risk of collectibility or present other unfavorable
features.
10
<PAGE>
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
MidSouth's consolidated financial statements for the year
ended December 31, 1995 were audited by the firm of Deloitte &
Touche, LLP and the Board has appointed such firm to audit
MidSouth's financial statements for the year ending December 31,
1996. Representatives of Deloitte & Touche, LLP are not
expected to be present at the meeting.
SHAREHOLDER PROPOSALS
Eligible shareholders who desire to present a proposal
qualified for inclusion in the proxy materials relating to the
1997 annual meeting of MidSouth must forward such proposals to
the Secretary of MidSouth at the address listed on the first
page of this Proxy Statement in time to arrive at MidSouth prior
to January 16, 1997.
ANY SHAREHOLDER MAY BY WRITTEN REQUEST OBTAIN WITHOUT CHARGE A
COPY OF MIDSOUTH'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR
ENDED DECEMBER 31, 1995, WITHOUT EXHIBITS. REQUESTS SHOULD BE
ADDRESSED TO SALLY D. GARY, INVESTOR RELATIONS, MIDSOUTH
BANCORP, INC., P. O. BOX 3745, LAFAYETTE, LOUISIANA 70502.
By Order of the Board of Directors
Karen L. Hail
Secretary
Lafayette, Louisiana
April 15, 1996
<PAGE>
1. Election of Class III Directors
Nominees: James R. Davis, Jr.
Karen L. Hail
Milton B. Kidd, III, O.D.
___ FOR all nominees listed except as marked to the
contrary
___ WITHHOLD authority for all nominees
___ If you wish to withhold authority to vote for certain
of the nominees listed, strike
through the nominee(s) names.
2. In their discretion, to vote upon such other business as may
properly come before the meeting or any adjournment thereof.
Please sign exactly as name appears
on the certificate or certificates
representing shares to be voted by
the proxy. When signing as
executor, administrator, attorney,
trustee or guardian, please give
full title as such. If a
corporation, please sign in full
corporate name by president or
other authorized persons. If a
partnership, please sign in
partnership name by authorized
persons.
Dated: ________________________1996
___________________________________
Signature of Shareholder
___________________________________
Signature (ifjointly owned)
PLEASE MARK, SIGN, DATE AND RETURN
THIS PROXY CARD TO THE COMPANY
PROMPTLY USING THE ENCLOSED
ENVELOPE.
<PAGE>
PROXY
MIDSOUTH BANCORP, INC.
May 15, 1996
Annual Meeting of Shareholders
THIS PROXY IS SOLOCITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Raymond F. Mikolajczyk and
Barbara Hightower, or any of them, proxies of the undersigned,
with full power of substitution, to represent the undersigned and
to vote all of the shares of Common Stock of MidSouth
