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
[ ] Definitive Additional Materials permitted by Rule 14a-
[ ] Soliciting Material Pursuant to 6(e)(2))
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:
c:\sally\wp\inv-rela\share97a.wpd
<PAGE>
MIDSOUTH BANCORP, INC.
102 Versailles Boulevard
Versailles Centre
Lafayette, Louisiana 70501
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 14, 1997
Lafayette, Louisiana
April 11, 1997
The annual meeting of shareholders of MidSouth Bancorp, Inc.
("MidSouth") will be held on Wednesday, May 14, 1997 at 2:00
p.m., local time, at MidSouth's main office, 102 Versailles
Boulevard, Lafayette, Louisiana to vote upon:
1. The election of directors.
2. MidSouth's 1997 Stock Incentive Plan.
3. Such other matters as may properly come before the
meeting or any adjournments thereof.
Only holders of record of common stock at the close of business
on March 31, 1997 are entitled to notice of and to vote at the
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 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
PROXY STATEMENT
This Proxy Statement is furnished holders 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 MidSouth's annual shareholders meeting (the
"Meeting") to be held on Wednesday, May 14, 1997 at the time and
place shown in the accompanying notice and at any adjournments
thereof. This Proxy Statement is first being mailed to
shareholders about April 11, 1997.
Only holders of record of MidSouth common stock ("Common
Stock") at the close of business on March 31, 1997 are entitled
to notice of and to vote at the Meeting. On that date, MidSouth
had outstanding 1,379,589 shares of Common Stock plus any shares
issued on conversion of its Preferred Stock from March 21 through
March 31, 1997, 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 entitled to vote is necessary
to constitute a quorum. If a quorum is present, directors are
elected by plurality vote and approval of MidSouth's 1997 Stock
Incentive Plan (the "Plan") is determined by the vote of a
majority of the voting power present at the Meeting. With
respect to any other proposal that may properly come before the
Meeting, MidSouth's Articles of Incorporation ("Articles")
provide that if the Board has recommended it by the affirmative
vote of the majority of the Continuing Directors, as defined in
the Articles, then, generally, the affirmative vote of a majority
of the votes cast is required to approve it, but if it is not so
recommended, then the affirmative vote of 80% of the Total Voting
Power, as defined in the Articles, is required to approve it.
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).
Abstentions or broker non-votes will have no effect on the
election of directors. With respect to any other proposal,
abstentions will be counted as votes not cast and will have the
effect of a vote against the proposal to approve the Plan and any
other proposal requiring an affirmative vote of a percentage of
the voting power present. Broker non-votes with respect to a
particular matter will be treated as shares not voted and not
present with respect to such matter, and will thus have no effect
on the proposal to approve the Plan or any other proposal
requiring a percentage of the voting power present but will have
the effect of a vote against any proposal requiring an
affirmative vote of a percentage of the Total Voting Power.
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 and
<PAGE>
for the proposal to approve the Plan. 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 its exercise by filing with MidSouth's Secretary 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 his or her behalf
will be deemed to have revoked the proxy as to the matters voted
upon in person.
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, telegraph,
facsimile and e-mail. 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, which currently provide for a Board
of eight persons. 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 I Directors will be
elected to serve until the third succeeding annual meeting 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 I director
nominees named below. In the unanticipated event that one or
more nominees cannot be a candidate at the Meeting, the shares
represented 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 nominated in
accordance with the procedures in Article IV(H) of the Articles
are eligible for election as directors. Other than the Board,
only shareholders entitled to vote for the election of directors
who have complied with these procedures may nominate a person for
election. For such shareholder to do so, he or she must have
given written notice to MidSouth by January 16, 1997 of the
following: (1) as to each person whom he or she proposes to
nominate, (a) the nominee's name, age, business address,
residential address, principal occupation or employment, and the
class and number of shares of MidSouth's stock of which her or
she is the beneficial owner (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934 ("Rule 13d-3") and (b) any other
information relating to the nominee that would be required to be
disclosed in solicitations of proxies for the election of
directors by Regulation 14A under the Securities Exchange Act of
1934 (the "Exchange Act"); and (2) as to the shareholder giving
the notice, (a) his or her name and address and the class and
number of shares of stock of MidSouth of which he or she is the
beneficial owner (as defined in Rule 13d-3) and (b) a description
<PAGE>
of any agreements, arrangements or relationships between the
shareholder and each person he or she proposes to nominate. Two
inspectors, not affiliated with MidSouth, appointed by MidSouth's
Secretary, will determine whether the notice provisions were met;
if they determine that the shareholder has not complied with
Article IV(H), the defective nomination will be disregarded.
The following table sets forth certain information as of
March 25, 1997 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.
<TABLE>
<CAPTION>
Director Nominees for terms expiring in 2000 (Class I Directors)
Year First
Name Age Principal Occupation Became Director
____ ___ ____________________ _______________
<S> <C> <C> <C>
C. R. Cloutier 50 President and C.E.O., 1984
MidSouth
and MidSouth National Bank
(the "Bank"), the wholly-
owned subsidiary
of MidSouth
J. B. Hargroder, M.D. 66 Physician, retired 1984
William M. Simmons 63 Private Investments 1984
</TABLE>
<TABLE>
<CAPTION>
Directors whose terms expire in 1998 (Class II Directors)
Year First
Became
Name Age Principal Occupation Director
____ ___ ____________________ __________
<S> <C> <C> <C>
Will G. 49 President, Acadiana Fast 1985
Charbonnet, Sr. Foods Inc.
(owner/operator fast food
stores); Chairman of the
Board, MidSouth and the
Bank
Clayton Paul 71 President, Badger Oil 1992<FN1>
Hilliard Corporation
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Directors whose terms expire in 1999 (Class III Directors)
Year First
Became
Name Age Principal Occupation Director
____ ___ ____________________ __________
<S> <C> <C> <C>
James R. Davis, Jr. 44 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 43 Chief Financial Officer 1988
and Secretary, MidSouth
Milton B. Kidd, 48 Optometrist, Kidd Vision 1996<FN2>
III, O.D. Centers
</TABLE>
<FN1> Mr. Hilliard also served on the boards of MidSouth and the
Bank from 1985 to 1987.
<FN2> Dr. Kidd, III has served on the board of the Bank since
April 1, 1994.
_____________________
During 1996, the Board held 14 meetings. Each incumbent
director attended at least 75% of the aggregate number of
meetings held during 1996 of the Board and committees of which he
or she was a member.
The Board has an Executive Committee, an Audit and Loan
Review Committee and a Personnel Committee. The members of the
Executive Committee are Messrs. Charbonnet, Cloutier and
Hargroder. The 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, in MidSouth's Articles.
The Committee did not meet in 1996 as matters usually taken up by
it were brought to the full Board.
The members of the Audit and Loan Review Committee are
Messrs. Davis, Kidd, and Hilliard. The Committee, which held
12 meetings in 1996, is responsible for maintaining a program of
internal accounting controls and monitoring all loans and lines
of credit for consistency with the Bank's loan policy.
The members of the Personnel Committee are Messrs.
Charbonnet, Davis, Hargroder, Hilliard, Kidd, III, and Simmons.
The Committee, which met 3 times in 1996, is responsible for
evaluating the performance and setting the compensation of
MidSouth's executive officers.
Directors of MidSouth are also directors of the Bank.
Directors are entitled to fees of $200 per month for service on
both boards, except for the Chairman of the Board, who receives
an additional $400 per month. Each director also receives $250
for each regular meeting, and $125 for each special meeting, of
<PAGE>
the Board of the Bank and $100 for the first hour, and $50 per
hour for each additional hour, of each committee meeting.
Directors receive fees only for meetings they attend.
Section 16(a) of the Exchange Act requires MidSouth's
directors, executive officers and ten percent shareholders to
file with the SEC initial reports of ownership and reports of
changes in ownership of equity securities of MidSouth. Executive
officers, directors and ten-percent shareholders are required to
furnish MidSouth with copies of all the reports they file. To
MidSouth's knowledge, based on a review of reports furnished to
MidSouth, all required reports were filed on a timely basis.
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
Security Ownership of Management
The following table sets forth certain information as of
March 25, 1997 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 its Chief Executive Officer and Chief Financial
Officer (who are also directors), and by all directors and
executive officers 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.
<TABLE>
<CAPTIO>
Amount and
Nature of
Beneficial Percent
Name and Address Ownership<FN1> of Class
________________ __________ _______
<S> <C> <C>
Will G. Charbonnet, Sr. 73,297<FN2> 5.31 %
C. R. Cloutier 84,400<FN3> 6.11%
James R. Davis, Jr. 29,132<FN4> 2.11%
Karen L. Hail 24,393<FN5> 1.76 %
J. B. Hargroder, M.D. 135,506<FN6> 9.80 %
Clayton Paul Hilliard 62,909<FN7> 4.55 %
Milton B. Kidd, III, O.D. 60,449<FN8> 4.38 %
William M. Simmons 47,127<FN9> 3.41 %
All directors and 548,979 39.07 %
executive officers as a
group (13 persons)
__________________________
</TABLE>
<PAGE>
<FN1> Common Stock held by MidSouth's Directors' Deferred
Compensation Trust (the "Trust") is beneficially owned by
its Plan Administrator, MidSouth's Executive Committee, the
members of which could be deemed to share beneficial
ownership with respect to all Common Stock held in the Trust
(96,656 shares or 7.0% as of March 25, 1997). For each
director, the table includes the number of shares held for
his or her account only, while the group figure includes all
shares held in the Trust at March 25, 1997. 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. Shares 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 otherwise deemed to be
outstanding.
<FN2> Includes 15,791 shares as to which he shares voting and
investment power and 12,668 shares held for his account in
the Trust. Mr. Charbonnet's address is 1003 Hugh Wallis
Road, South, Suite F, Lafayette, Louisiana 70508.
<FN3> Includes 14,758 shares held by the ESOP for his account,
42,808 shares as to which he shares voting and investment
power and 15,072 shares held for his account in the Trust.
Mr. Cloutier's address is P. O. Box 3745, Lafayette,
Louisiana 70502.
<FN4> Includes 6,851 shares as to which he shares voting and
investment power and 10,019 shares held for his account in
the Trust.
<FN5> Includes 10,950 shares held for her account in the ESOP, 372
shares as to which she shares voting and investment power,
and 9,890 shares held for her account in the Trust.
<FN6> Includes 118,256 shares as to which he shares voting and
investment power, 13,619 shares held for his account in the
Trust and 1,362 shares he has the right to acquire on
conversion of 1,756 shares of Preferred Stock owned by him.
Dr. Hargroder's address is P. O. Box 1049, Jennings,
Louisiana 70546.
<FN7> Includes 55,623 shares as to which he shares voting and
investment power, and 5,765 shares held for his account in
the Trust.
<FN8> Includes 22,488 shares as to which he shares voting and
investment power and 3,041 shares held for his account in
the Trust.
<FN9> Includes 1,333 shares as to which he shares voting and
investment power and 13,059 shares held for his account in
the Trust.
____________________
<PAGE>
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of
March 25, 1997 concerning the only person other than the persons
listed in the table above known to MidSouth to be the beneficial
owner of more than five percent of its Common Stock, determined
in accordance with Rule 13d-3.
<TABLE>
<CAPTION>
Name and Address Shares Beneficially Percent
of Beneficial Owner Owned of Class
___________________ ___________________ ________
<S> <C> <C>
MidSouth Bancorp, Inc. 144,810 <FN1> 10.49%
Employee Stock Ownership
Plan, ESOP
Trustees and ESOP
Administrative Committee
P. O. Box 3745
Lafayette, LA 70502
</TABLE>
<FN1> The Administrative Committee directs the Trustees how
to vote the approximately 15,212 unallocated shares of
Common Stock in the ESOP as of March 25, 1997. Voting
rights of the shares allocated to ESOP participants'
accounts are passed through to them. The Trustees have
investment power with respect to the ESOP's assets, but
must exercise it in accordance with an investment
policy established by the Administrative Committee. The
Trustees are Donald R. Landry, an executive officer of
MidSouth, and Russell Henson and Kim Cormier, Bank
employees. The Administrative Committee consists of
Teri S. Stelly, an executive officer of MidSouth, and
Dailene Melancon, a Bank employee.
______________________
PROPOSAL TO APPROVE THE MIDSOUTH BANCORP, INC.
1997 STOCK INCENTIVE PLAN
General
The Board believes that the growth of MidSouth depends
significantly upon the efforts of its directors, officers and
other key employees and that such individuals are best motivated
to put forth maximum effort on behalf of MidSouth if they own an
equity interest in MidSouth. In accordance with this philosophy,
in February, 1997, the Board unanimously adopted MidSouth's 1997
Incentive Compensation Plan (the "Plan") and has directed that
the Plan be submitted for approval by the shareholders at the
Meeting.
Officers and other key employees will be eligible to receive
awards ("Incentives") under the Plan when designated by the
Personnel Committee, which administers the Plan. Incentives may
be granted in any one or a combination of the following forms:
(a) incentive and non-qualified stock options, (b) stock
<PAGE>
appreciation rights, (c) restricted stock, (d) performance
shares, (e) stock awards, and (f) cash awards. MidSouth
currently has 7 employees who participate in the Plan.
In addition, the Plan automatically grants options to non-
employee directors of MidSouth. See "Options to Non-Employee
Directors."
General Purposes of the Proposal
The Board has determined to maintain a compensation system
that includes, to a significant extent, grants of equity-based
incentive awards. The Board believes that providing directors
and key personnel with a proprietary interest in the growth and
performance of MidSouth is crucial to stimulating individual
performance while enhancing shareholder value. The Board further
believes that the Plan will assist MidSouth in attracting,
retaining and motivating directors and key personnel in a manner
that is tied to the interests of shareholders.
Shares Issuable through the Plan. A total of eight percent
of the shares of Common Stock of MidSouth outstanding from time
to time are authorized to be issued under the Plan.
Proportionate adjustments will be made to the number of shares of
Common Stock subject to the Plan in the event of any
recapitalization, stock dividend, stock split, combination of
shares or other change in the Common Stock. The Committee may
also amend the terms of any Incentive to the extent appropriate
to provide participants with the same relative rights before and
after the occurrence of such an event. Shares of Common Stock
subject to Incentives that are cancelled, terminated or
forfeited, or shares of Common Stock that are issued as
Incentives and forfeited or reacquired by MidSouth, will again be
available for issuance under the Plan.
On March 25, 1997, the closing sales price for a share of
Common Stock, as reported on the American Stock Exchange, was
$11.25.
Administration of the Plan. The Committee administers the
Plan and has plenary authority to award Incentives under the
Plan, to interpret the Plan, to establish any rules or
regulations relating to the Plan that it determines to be
appropriate, to delegate its authority as appropriate, and to
make any other determination that it believes necessary or
advisable for the proper administration of the Plan.
Amendments to the Plan. The Board may amend or discontinue
the Plan at any time. However, MidSouth anticipates that any
amendment that would materially increase the benefits under the
Plan, materially increase the number of securities that may be
issued under the Plan or materially modify the eligibility
requirements, will be submitted to the holders of Common Stock
for their approval. Except in limited circumstances, no
amendment or discontinuance may change or impair any previously
granted Incentive without the consent of the recipient thereof.
Types of Incentives. The Committee will be authorized under
the Plan to grant stock options, restricted stock, stock
appreciation rights, performance shares, stock awards and cash
awards, each of which is described below.
<PAGE>
Stock Options. The Committee may grant non-qualified stock
options or incentive stock options to purchase shares of Common
Stock. The Committee will determine the number and exercise
price of the options to employees, and the time or times that the
options become exercisable, provided that the option exercise
price may not be less than the fair market value of the Common
Stock on the date of grant. The term of an option will also be
determined by the Committee, provided that the term of an
incentive stock option may not exceed 10 years. The Committee
may approve the purchase by MidSouth of an unexercised stock
option from the optionee by mutual agreement for the difference
between the exercise price and the fair market value of the
shares covered by such option.
The option exercise price may be paid in cash, in shares of
Common Stock, in a combination of cash and shares of Common
Stock, through a broker-assisted exercise arrangement or in such
other manner as may be authorized by the Committee. If an
optionee exercises an option while employed by MidSouth or a
subsidiary and pays the exercise price with previously owned
shares of Common Stock, the Committee may grant to the optionee
an additional option to purchase the same number of shares as
were surrendered at an exercise price equal to the fair market
value of the Common Stock on the date of grant.
Incentive stock options will be subject to certain
additional requirements necessary in order to qualify as
incentive stock options under Section 422 of the Internal Revenue
Code (the "Code").
Restricted Stock. Shares of Common Stock may be granted by
the Committee to an eligible employee and made subject to
restrictions regarding their sale, pledge or other transfer by
the employee for a specified period (the "Restricted Period").
All shares of restricted stock will be subject to such
restrictions as the Committee may designate in an agreement with
the employee, including, among other things, that the shares are
required to be forfeited or resold to MidSouth in the event of
termination of employment. Subject to the restrictions provided
in the participant's agreement and the Plan, a participant
receiving restricted stock will have all of the rights of a
shareholder as to such shares.
Stock Appreciation Rights. A stock appreciation right, or
"SAR," is a right to receive, without payment to MidSouth, a
number of shares of Common Stock, cash or any combination
thereof, the amount of which is determined by the Committee. A
SAR may be granted in conjunction with a stock option or alone
without reference to any stock option. A SAR granted in
conjunction with a stock option may be granted concurrently with
the grant of such option or at such later time as determined by
the Committee and as to all or any portion of the shares subject
to the option.
The Plan confers on the Committee discretion to determine
the number of shares to which a SAR will relate as well as the
duration and exercisability terms of a SAR. In the case of a SAR
granted with respect to a stock option, the number of shares of
Common Stock to which the SAR pertains will be reduced in the
same proportion that the holder exercises the related option.
Unless otherwise provided by the Committee, a SAR will be
exercisable for the same time period as any stock option to which
it relates.
<PAGE>
Upon exercise of a SAR, the holder is entitled to receive an
amount equal to the aggregate amount of the appreciation in the
shares of Common Stock as to which the SAR is exercised. For
this purpose, the "appreciation" in the shares consists of the
amount by which the fair market value of the shares of Common
Stock on the exercise date exceeds (a) in the case of a SAR
related to a stock option, the purchase price of the shares under
the option or (b) in the case of a SAR granted alone without
reference to a related stock option, an amount determined by the
Committee at the time of grant. The Committee may pay the amount
of this appreciation to the holder of the SAR by the delivery of
Common Stock, cash, or any combination of Common Stock and cash.
Performance Shares. Performance Shares consist of the grant
by MidSouth to an eligible participant of a contingent right to
receive shares of Common Stock or cash with or without any
payment by the participant. Each performance share will be
subject to the achievement of performance objectives by MidSouth,
a business unit, a department or a subsidiary by the end of or
within a specified period. The number of shares granted and the
performance criteria will be determined by the Committee. The
award of performance shares will not create any rights in a
participant as a shareholder of MidSouth until the issuance of
shares of Common Stock with respect to an award. Performance
shares may be awarded in conjunction with the grant of dividend
equivalent payment rights that entitle a participant to receive
an amount equal to the cash dividends paid on an equal number of
shares of Common Stock during the period beginning on the date of
grant of an award and ending on the date on which the award is
paid or forfeited.
Stock Awards. Shares of Common Stock may be awarded by
MidSouth to an eligible participant as a stock award. The
number of shares awarded pursuant to any stock award will be
determined by the Committee.
Cash Awards. A cash award may be made by MidSouth to an
eligible participant as additional compensation for services
provided to MidSouth. Payment may depend on the achievement of
specified performance objectives by MidSouth or the individual or
may relate to the tax obligation imposed on a participant as the
result of the grant, vesting or exercise of another Incentive.
The amount of any monetary payment constituting a cash award will
be determined by the Committee.
Termination of Employment. If a participant ceases to be an
employee, of MidSouth for any reason, including death, any
Incentive may be exercised, will vest or will expire at such time
or times as may be determined by the Committee in the Incentive
agreement with the participant.
Loans to Participants. The Committee may authorize the
extension of a loan to a participant by MidSouth to cover the
participant's tax liability that arises in connection with an
Incentive. The terms of the loan will be determined by the
Committee.
Change of Control. If (a) MidSouth is not the survivor in a
merger, consolidation or other reorganization, (b) it sells,
leases or exchanges all or substantially all of its assets, (c)
it is to be dissolved or liquidated, (d) any person or entity,
other than an employee benefit plan of MidSouth or a related
trust, acquires or gains control of more than 30% of its
outstanding shares of Common Stock or (e) in connection with a
contested election of directors, the persons who were directors
<PAGE>
of MidSouth before the election no longer are a majority of the
Board (collectively, "corporate changes"), all outstanding
Incentives will automatically become exercisable and vested, all
performance criteria will be waived, and the Committee will have
authority to take several actions regarding outstanding
Incentives. Within certain time periods, it may (i) require that
all outstanding options and SARs remain exercisable only for a
limited time, after which they will terminate, (ii) require the
surrender of some or all outstanding options and SAR's in
exchange for a cash or Common Stock payment for each option or
SAR equal in value to the per share change of control value,
calculated as described on the Plan, over the exercise price,
(iii) make any equitable adjustment to outstanding Incentives as
it deems necessary to reflect the corporate change or (iv)
provide that an option or SAR shall become an option or SAR
relating to the number and class of shares of stock or other
securities or property (including cash) to which the participant
would have been entitled in connection with the corporate change
if he or she had been the holder of record of the number of
shares of Common Stock then covered by such options or SARs.
The Board believes that providing the Committee with the
choices outlined above will permit the Committee to review all
relevant tax, accounting and other issues relating to the
treatment of outstanding Incentives at the time of the corporate
change, and thereby enable the Committee to choose the treatment
that will best serve the participants and MidSouth. Although the
automatic vesting of Incentives and the actions permitted to be
taken by the Committee in the event of a change of control could
discourage a takeover of MidSouth, these provisions have not been
included for the purposes of making MidSouth a less attractive
takeover target.
Transferability of Incentives. Options, SARs and
performance shares are not transferable except (a) by will, (b)
by the laws of descent and distribution, (c) pursuant to a
domestic relations order or (d) to family members, to a trust for
the benefit of family members or to charitable institutions, if
permitted by the Committee after considering tax and securities
law consequences and if so provided in the Incentive agreement.
Stock Options Granted to Employees
The following incentive stock options have been granted to
the persons named in the table below, subject to shareholder
approval of the plan at the Meeting. If the Plan is not
approved, all of these options will be forfeited.
The options have an exercise price of $11.25 per share, the
fair market value of such shares as determined by the Committee
as of the date of grant, and will expire on February 27, 2007, or
earlier in the event of termination of employment, death or
disability. All options will be exercisable in 20% annual
increments beginning one year after the date of grant.
<PAGE>
OPTIONS TO EMPLOYEES UNDER THE 1997 INCENTIVE PLAN
<TABLE>
<CAPTION>
Number of Shares
Subject to
Name Stock Options
____ ______________
<S> <C>
C. R. Cloutier 15,000
Karen L. Hail 10,000
Donald R. Landry 7,500
William R. Snyder 5,000
Teri S. Stelly 2,500
Jennifer S. Fontenot 2,500
Sally D. Gary 1,000
______
Total 43,500
</TABLE>
Stock Options to Non-Employee Directors
Directors who are not also full-time employees of MidSouth
("Non-Employee Directors") have been granted, and any person who
becomes a Non-Employee Director in the future will be
automatically granted at such time, a non-qualified option to
purchase up 6,500 shares of Common Stock at fair market value on
the date of grant, exercisable in annual 20% increments beginning
one year from the date of grant. Non-Employee Directors are not
eligible to receive any other Incentive under the Plan.
Generally, the terms of the Plan described above will apply to
such options, except that (i) the Committee has no power to
accelerate any options, (ii) transfer of options other than in
specified situations, may be permitted only by the full Board and
(iii) all unexercisable options at the time a Non-Employee
Director terminates Board service for any reason will expire, and
all exercisable options at the time must be exercised within 6
months of termination for death, disability or retirement after
age 65, and within 90 days for any other reason.
The table under "Election of Directors" lists the directors
of MidSouth, each of whom received Non-Employee Director options
under the Plan, other than Mr. Cloutier and Ms. Hail, at an
exercise price of $11.25 per share, the fair market value of a
share of Common Stock on the date of grant. A total of 39,000
shares of Common Stock underlying the options granted to the Non-
Employee Directors.
Federal Income Tax Consequences
Under existing federal income tax provisions, a participant
who receives stock options, SARs or performance shares or who
receives shares of restricted stock that are subject to
<PAGE>
restrictions which create a "substantial risk of forfeiture"
(within the meaning of Section 83 of the Code) will not normally
realize any income, nor will MidSouth normally receive any
deduction for federal income tax purposes, in the year such
Incentive is granted.
When a non-qualified stock option granted pursuant to the
Plan is exercised, the recipient will realize ordinary income
measured by the difference between the aggregate purchase price
of the shares of Common Stock as to which the option is exercised
and the aggregate fair market value of the shares of Common Stock
on the exercise date, and MidSouth will be entitled to a
deduction in the year the option is exercised equal to the amount
the recipient is required to treat as ordinary income.
An employee, consultant or advisor generally will not
recognize any income upon the exercise of any incentive stock
option, but the excess of the fair market value of the shares at
the time of exercise over the option price will be an item of
adjustment, which may subject the holder of the option to the
alternative minimum tax imposed by Section 55 of the Code. The
alternative minimum tax is imposed to the extent it exceeds
federal regular individual income tax, and it is intended to
ensure that individual taxpayers who have economic income do not
avoid income tax by taking advantage of exclusions, deductions
and credits for regular tax purposes. An optionee will recognize
capital gain or loss in the amount of the difference between the
exercise price and the sale price on the sale or exchange of
stock acquired pursuant to the exercise of an incentive stock
option, provided the optionee does not dispose of such stock
within two years from the date of grant and one year from the
date of exercise of the incentive stock option (the "required
holding periods"). An optionee disposing of such shares before
the expiration of the required holding period will recognize
ordinary income generally equal to the difference between the
option price and the fair market value of the stock on the date
of exercise. The remaining gain, if any, will be capital gain.
MidSouth will not be entitled to a federal income tax deduction
in connection with the exercise of an incentive stock option,
except where the optionee disposes of the Common Stock received
upon exercise before the expiration of the required holding
period.
If the exercise price of an option is paid by the surrender
of previously owned shares, the basis of the previously owned
shares carries over to the shares received in replacement
therefor. If the option is a non-qualified option, the income
recognized on exercise is added to the basis. If the option is
an incentive stock option, the optionee will recognize gain if
the shares surrendered were acquired through the exercise of an
incentive stock option and have not been held for the applicable
holding period. This gain will be added to the basis of the
shares received in replacement of the previously owned shares.
When a SAR is exercised, the participant will recognize
ordinary income in the year the SAR is exercised equal to the
value of the appreciation that he is entitled to receive pursuant
to the formula previously described, and MidSouth will be
entitled to a deduction in the same year and in the same amount.
An employee who receives restricted stock or performance
shares will normally recognize taxable income on the date the
shares become transferable or no longer subject to substantial
risk of forfeiture or on the date of their earlier disposition.
The amount of such taxable income will be equal to the amount by
<PAGE>
which the fair market value of the shares of Common Stock on the
date such restrictions lapse (or any earlier date on which the
shares are disposed of) exceeds their purchase price, if any. An
employee may elect, however, to include in income in the year of
purchase or grant the excess of the fair market value of the
shares of Common Stock (without regard to any restrictions) on
the date of purchase or grant over its purchase price. Subject
to the limitations imposed by Section 162(m) of the Code,
MidSouth will be entitled to a deduction for compensation paid in
the same year and in the same amount as income is realized by
employee. Dividends currently paid to the participant will be
taxable compensation income to the participant and deductible by
MidSouth.
A participant who receives a stock award under the Plan
consisting of shares of Common Stock will realize ordinary income
in the year of the award in an amount equal to the fair market
value of the shares of Common Stock covered by the award on the
date it is made, and MidSouth will be entitled to a deduction
equal to the amount the participant is required to treat as
ordinary income. A participant who receives a cash award will
realize ordinary income in the year the award is paid equal to
the amount thereof, and the amount of the cash award will be
deductible by MidSouth.
If, upon a change in control of MidSouth, the exercisability
or vesting of an Incentive granted under the Plan is accelerated,
any excess on the date of the change in control of the fair
market value of the shares or cash issued under Incentives over
the purchase price of such shares, if any, may be characterized
as Parachute Payments (within the meaning of Section 280G of the
Code) if the sum of such amounts and any other such contingent
payments received by the employee exceeds an amount equal to
three times the "Base Amount" for such employee. The Base Amount
generally is the average of the annual compensation of such
employee for the five years preceding such change in ownership or
control. An Excess Parachute Payment, with respect to any
employee, is the excess of the Parachute Payments to such person,
in the aggregate, over and above such person's Base Amount. If
the amounts received by an employee upon a change in control are
characterized as Parachute Payments, such employee will be
subject to a 20% excise tax on the Excess Parachute Payment, and
MidSouth will be denied any deduction with respect to such Excess
Parachute Payment.
The Plan permits a participant to elect to have a sufficient
number of shares withheld to satisfy the participant's
withholding tax obligation with respect to the grant or vesting
of an Incentive.
The summary of federal income tax consequences does not
purport to be complete. Reference should be made to the
applicable provisions of the Code. There also may be state and
local income tax consequences applicable to transactions
involving Incentives.
Vote Required
The Board of Directors has unanimously approved the Plan.
Approval of the Plan requires the affirmative vote of the holders
of a majority of the shares of Common Stock present at the
meeting. The Board of Directors unanimously recommends that you
vote for approval of the Plan.
<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 1996. No other executive officer of MidSouth
had total annual salary and bonus exceeding $100,000 for the
year.
<TABLE>
<CAPTION>
Long-Term Compensation
______________________________________________________
Re-
Other stricted Securities
Name and Annual Stock Underlying LTIP All Other
Principal Salary Bonus Compen- Award(s) Option(s) Payouts Compensation
Position Year ($)<FN1> ($)<FN2> sation($) ($) SARs($) ($) ($)<FN3>
________ ____ ________ ________ ________ ________ __________ _______ ____________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. R. Cloutier 1996 $124,075 $17,586 0 0 0 0 $7,311
Chief Executive 1995 $119,450 $19,445 0 0 0 0 5,865
Officer 1994 $111,517 $15,071 0 0 0 0 9,165
Karen L. Hail 1996 $ 88,600 $11,104 0 0 0 0 $7,143
Chief Financial 1995 $ 85,100 $12,235 0 0 0 0 5,520
Officer 1994 $ 85,074 $ 8,417 0 0 0 0 3,732
________________________
</TABLE>
<FN1> Includes director fees of $13,075 and $12,850 for 1996; $11,950
and $11,600 for 1995; and $11,900 and $12,000 for 1994 for
Mr. Cloutier and Ms. Hail, respectively.
<FN2> Awarded pursuant to the Incentive Compensation Plan of the Bank.
<FN3> Consists of an estimated $6,484 contributed by MidSouth to the ESOP
for the accounts of each of Mr. Cloutier and Ms. Hail, and $827 and
$659 paid by MidSouth in insurance premiums for term life insurance
for the benefit of Mr. Cloutier and Ms. Hail, respectively.
____________________________
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 1996 and unexercised options held as of December
31, 1996. As of December 31, 1996, no other officers of MidSouth
held options to purchase shares of MidSouth. See "Stock Options
Granted to Employees" for information as to options granted after
December 31, 1996.
<PAGE>
AGGREGATED OPTION EXERCISES IN 1996
AND OPTION VALUES AS OF DECEMBER 31, 1996
<TABLE>
<CAPTION>
No. of Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options/SARs
Acquired on Value Options/SARs Realized Options/SARs at
Name Exercise Realized December 31, 1996 <FN1> December 31, 1996
____ __________ ________ __________________________ __________________________
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
C. R. Cloutier 14,000 $93,943 0 0 0 N.A.
Karen L. Hail 10,000 $77,225 0 0 0 N.A.
</TABLE>
Employment and Severance Contracts with Named Executive Officers
Mr. Cloutier and Ms. Hail each have a written employment
agreement with the Bank for a term of one year, beginning
February 15th of each year. The agreements are automatically
extended for one year every year thereafter beginning 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's 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 borrowed from, 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 of comparable
transactions with other persons and did not involve more than the
normal risk of collectibility or present other unfavorable
features.
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
MidSouth's consolidated financial statements for 1996 were
audited by Deloitte & Touche, LLP, and the Board has appointed it
to audit MidSouth's financial statements for 1997.
Representatives of Deloitte & Touche, LLP are not expected to be
present at the meeting.
<PAGE>
SHAREHOLDER PROPOSALS
Eligible shareholders who desire to present a proposal qualified
for inclusion in the proxy materials relating to the 1998 annual
meeting must forward such proposal to the Secretary of MidSouth
at the address listed on the first page of this Proxy Statement
in time to arrive at MidSouth before January 15, 1998.
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, 1996, 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 11, 1997
SAMPLE BALLOT FOR MIDSOUTH BANCORP, INC. ANNUAL MEETING TO BE
HELD ON 5-14-97 AT 2:00 P.M. CDT FOR HOLDERS AS OF MARCH 31, 1
97- CUSIP NO. 598039105
1. Election of Class I Directors
Nominees: C. R. Cloutier
J. B. Hargroder, M.D.
William M. Simmons
___ 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. Approval of MidSouth's 1997 Stock Incentive Plan
___ FOR
___ AGAINST
___ ABSTAIN
3. In their discretion, to vote upon such other business as may
properly come before the meeting or any adjournment thereof.
This proxy will be voted as
specified. If no specific
directions are given, this
proxy will be voted FOR the
nominees named and FOR
approval of the 1997 Stock
Incentive Plan.
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:___________________1997
_____________________________
Signature of Shareholder
_____________________________
Signature (if jointly owned)
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY CARD TO THE
COMPANY PROMPTLY USING THE
ENCLOSED ENVELOPE.
PROXY
MIDSOUTH BANCORP, INC.
May 14, 1997
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 Bancorp,
Inc. (the "Company") that the undersigned is entitled to vote at
the annual meeting of the shareholders of the Company to be held
on May 14, 1997 and at any and all adjournments thereof.
<PAGE>
MIDSOUTH BANCORP, INC.
1997 STOCK INCENTIVE PLAN
1. Purpose. The purpose of this Plan (the "Plan") is
to increase shareholder value of MidSouth Bancorp, Inc.
("MidSouth") and to advance the interests of it and its
subsidiaries (collectively, the "Company") by furnishing a
variety of economic incentives (the "Incentives") designed
to attract, retain and motivate key employees, officers and
directors and to strengthen the mutuality of interests
between such persons and shareholders. Incentives may
consist of opportunities to purchase or receive shares of
MidSouth common stock (the "Common Stock"), monetary
payments or both, on terms determined under the Plan. As
used in the Plan, the term "subsidiary" means any
corporation of which MidSouth owns (directly or indirectly)
within the meaning of Section 425(f) of the Internal Revenue
Code of 1986, as amended (the "Code"), 50% or more of the
total combined voting power of all classes of stock.
2. Administration.
1 Composition. The Plan shall be administered by
the personnel committee (the "Committee") of MidSouth's
Board of Directors ("Board"). The Committee shall
consist of not fewer than two members of the Board,
each of whom shall qualify as a "non-employee director"
under Rule 16b-3 under the Securities Exchange Act of
1934 (the "1934 Act") and an "outside director" under
Section 162(m) of the Code.
2 Authority. The Committee shall have plenary
authority to award Incentives within Plan limits, to
interpret the Plan, to establish any rules or
regulations relating to the Plan that it determines to
be appropriate, to enter into agreements with
participants as to the terms of the Incentives
("Incentive Agreements") and to make any other
determination that it believes necessary or advisable
for the Plan's proper administration. Its decisions in
matters relating to the Plan shall be final and
conclusive on the Company and participants. The
Committee may delegate its authority hereunder to the
extent provided elsewhere herein. The Committee shall
not have authority to award Incentives under the Plan
to directors of MidSouth who are not also full-time
employees of the Company ("Outside Directors"), but
Outside Directors may receive awards under the Plan as
specifically provided in Section 10 hereof.
3. Eligible Employees. Key employees of the Company
(including officers and directors who are full-time
employees, but excluding Outside Directors) shall become
eligible to receive Incentives under the Plan when
designated by the Committee. Employees may be designated
individually or by groups or categories, as the Committee
deems appropriate. With respect to participants not subject
to Section 16 of the 1934 Act and not covered employees
<PAGE>
under Section 162(m) of the Code, the Committee may delegate
its authority to designate participants, to determine the
size and type of Incentives to be received by those
participants and to determine or modify performance
objectives for those participants.
4. Types of Incentives. Incentives may be granted
under the Plan in any of the following forms, either
individually or in combination: (a) incentive stock options
(ISO") and non-qualified stock options ("NQO"); (b) stock
appreciation rights ("SARs"); (c) restricted stock ("ISO");
and (d) performance shares.
5. Shares Subject to the Plan.
1 Number of Shares. Subject to adjustment as
provided in Section 11.5, a total of eight percent of
the shares of Common Stock from time to time
outstanding are authorized to be issued under the Plan.
If a stock option, SAR or performance share granted
hereunder expires or is terminated or canceled prior to
exercise or payment, any shares of Common Stock that
were issuable thereunder may be issued again under the
Plan. If shares of Common Stock are issued as
Incentives under the Plan and thereafter are forfeited
or reacquired by the Company pursuant to rights
reserved upon issuance thereof, such forfeited and
reacquired shares may be issued again under the Plan.
If an Incentive is to be paid in cash by its terms, the
Committee need not make a deduction from the shares of
Common Stock issuable under the Plan with respect
thereto. If and to the extent that an Incentive may be
paid in cash or shares of Common Stock, the total
number of shares available for issuance hereunder shall
be decreased by the number of shares payable under such
Incentive, provided that upon any payment of all or
part of such Incentive in cash, the total number of
shares available for issuance hereunder shall be
increased by the appropriate number of shares
represented by the cash payment, as determined in the
sole discretion of the Committee. Additional rules for
determining the number of shares granted under the Plan
may be made by the Committee, as it deems necessary or
appropriate.
2 Type of Common Stock. Common Stock issued under
the Plan may be authorized and unissued shares or
issued shares held as treasury shares.
6. Stock Options. A stock option is a right to
purchase shares of Common Stock from MidSouth. Stock
options granted under this Plan may be ISOs or NQOs. Any
option that is designated as a NQO shall not be treated as
an ISO. Each stock option granted by the Committee under
this Plan shall be subject to the following terms and
conditions:
1 Price. The exercise price per share shall be
determined by the Committee, subject to adjustment
under Section 11.5; provided that in no event shall the
<PAGE>
option price shall not be less than the Fair Market
Value of a share of Common Stock on the date of grant.
2 Number. The number of shares of Common Stock
subject to the option shall be determined by the
Committee, subject to adjustment under Section 11.5.
3 Duration and Time for Exercise. The term and
exercisability of each stock option shall be determined
by the Committee, which may also accelerate the
exercisability of any stock option.
4 Repurchase. Upon approval of the Committee,
MidSouth may repurchase a previously granted stock
option from a participant before it has been exercised
by payment to the participant of the amount per share
by which the Fair Market Value (as defined in Section
11.12) of the Common Stock subject to the option on the
date of purchase exceeds the exercise price.
5 Manner of Exercise. A stock option may be
exercised, in whole or in part, by giving written
notice to Mid South specifying the number of shares of
Common Stock to be purchased and accompanied by the
full purchase price for such shares in United States
dollars. The price may be paid (a) by cash,
uncertified or certified check or bank draft, (b) by
delivery of shares of Common Stock held by the optionee
for at least six months in payment of all or any part
of the option price, which shares shall be valued for
this purpose at the Fair Market Value on the date such
option is exercised, (c) by delivering a properly
executed exercise notice together with irrevocable
instructions to a broker approved by MidSouth (with a
copy to MidSouth) to promptly deliver to MidSouth the
amount of sale or loan proceeds to pay the exercise
price or (d) in such other manner as may be authorized
from time to time by the Committee. In the case of
delivery of an uncertified check upon exercise of a
stock option, no shares shall be issued until the check
has been paid in full. Prior to the issuance of shares
of Common Stock upon the exercise of a stock option, a
participant shall have no rights as a shareholder.
6 Incentive Stock Options. Notwithstanding
anything in the Plan to the contrary, the following
additional provisions shall apply to the grant of stock
options that are intended to qualify as ISOs (as is
defined in Section 422A of the Code):
(a) Any ISO agreement authorized under the
Plan shall contain such other provisions as the
Committee shall deem advisable, but shall in all
events be consistent with and contain or be deemed
to contain all provisions required in order to
qualify the options as ISOs.
<PAGE>
(b) All ISO must be granted within ten years
from the date on which this Plan is adopted by the
Board.
(c) Unless sooner exercised, all ISO shall
expire no later than ten years after the date of
grant.
(d) The option price for ISO shall be not
less than the Fair Market Value of the Common Stock
subject to the option on the date of grant.
(e) No ISO shall be granted to any
participant who, at the time such option is
granted, would own (within the meaning of Section
422A of the Code) stock possessing more than 10% of
the total combined voting power of all classes of
stock of the employer corporation or of its parent
or subsidiary corporation.
(f) The aggregate Fair Market Value
(determined with respect to each ISO as of the time
such ISO is granted) of the Common Stock with
respect to which ISO are exercisable for the first
time by a participant during any calendar year
(under the Plan or any other plan of the Company)
shall not exceed $100,000. To the extent this
$100,000 limitation is exceeded, the options that
relate to the excess shall be treated as NQOs.
7. Restricted Stock.
1 Grant of Restricted Stock. The Committee may
award shares of restricted stock to such key employees
as it determines to be eligible pursuant to Section 3.
An award may be subject to the attainment of specified
performance goals or targets, restrictions on transfer,
forfeitability provisions and such other terms and
conditions as the Committee may determine, subject to
the Plan. To the extent restricted stock is intended
to qualify as performance based compensation under
Section 162(m) of the Code, it must meet the additional
requirements imposed thereby.
2 The Restricted Period. At the time an award
of restricted stock is made, the Committee shall
establish a period of time during which the transfer of
the shares shall be restricted (the "Restricted
Period"). Each award of restricted stock may have a
different Restricted Period. A Restricted Period of at
least three years is required, except that if vesting
of the shares is subject to the attainment of specified
performance goals, a Restricted Period of one year or
more is permitted. The expiration of the Restricted
Period shall also occur as provided under Section
11.11.
<PAGE>
3 Escrow. The participant receiving restricted
stock shall enter into an Incentive Agreement with
MidSouth setting forth the conditions of the grant.
Certificates representing shares of restricted stock
shall be registered in the name of the participant and
deposited with MidSouth, together with a stock power
endorsed in blank by the participant. Each such
certificate shall bear a legend in substantially the
following form:
The transferability of this certificate and
the shares represented by it is subject to
the terms (including conditions of forfeiture)
of the MidSouth Bancorp, Inc. 1997 Stock
Incentive Plan (the "Plan") and an agreement
entered into between the registered owner and
MidSouth Bancorp, Inc. thereunder. Copies of
the Plan and agreement are on file and
available for inspection at the principal
office of the Company.
4 Dividends on Restricted Stock. Any and all
cash and stock dividends paid with respect to the
shares of restricted stock shall be subject to any
restrictions on transfer, forfeitability provisions or
reinvestment requirements as the Committee may, in its
discretion, prescribe in the Incentive Agreement.
5 Forfeiture. If any shares of restricted stock
are forfeited under the Incentive Agreement (including
any additional shares that may result from the
reinvestment of cash and stock dividends, if so
provided in the Incentive Agreement), such forfeited
shares shall be surrendered and the certificates
canceled. The participants shall have the same rights
and privileges, and be subject to the same forfeiture
provisions, with respect to any additional shares
received pursuant to Section 11.5 due to a
recapitalization, merger or other change in
capitalization.
6 Expiration of Restricted Period. Upon the
expiration or termination of the Restricted Period and
the satisfaction of any other conditions prescribed by
the Committee or at such earlier time as provided for
in Section 7.2 and in the Incentive Agreement, the
restrictions applicable to the restricted stock shall
lapse and a stock certificate for the number of shares
of restricted stock with respect to which the
restrictions have lapsed shall be delivered, free of
all such restrictions and legends other than those
required by law, to the participant or the
participant's estate, as the case may be.
7 Rights as a Shareholder. Subject to the Plan
and to any restrictions on the receipt of dividends
that may be imposed in the Incentive Agreement, each
participant receiving restricted stock shall have all
the rights of a shareholder with respect to such stock
during any period in which such stock is subject to
forfeiture and restrictions on transfer, including
without limitation, the right to vote such stock.
<PAGE>
8. Stock Appreciation Rights. A SAR is a right to
receive, without payment to MidSouth, a number of shares of
Common Stock, cash or any combination thereof, the amount of
which is determined pursuant to the formula set forth in
Section 8.4. A SAR may be granted (a) with respect to any
stock option granted under the Plan, either concurrently
with the grant of such option or at such later time as
determined by the Committee (as to all or any portion of the
shares of Common Stock subject to the option), or (b) alone,
without reference to any related option. Each SAR granted
by the Committee under the Plan shall be subject to the
following terms and conditions:
1 Number. The SAR shall relate to such number
of shares of Common Stock as shall be determined by the
Committee, subject to Section 5.1 and subject to
adjustment as provided in Section 11.5. In the case of
a SAR granted with respect to a stock option, the
number of shares of Common Stock to which the SAR
pertains shall be reduced in the same proportion that
the holder of the option exercises the related stock
option.
2 Duration and Time for Exercise. The term and
exercisability of each SAR shall be determined by the
Committee. Unless otherwise provided by the Committee
in the Incentive Agreement, each SAR issued in
connection with a stock option shall become exercisable
at the same time or times, to the same extent and upon
the same conditions as the related stock option. The
Committee may in its discretion accelerate the
exercisability of any SAR at any time.
3 Exercise. A SAR may be exercised, in whole or
in part, by giving written notice to MidSouth,
specifying the number of SARs that the holder wishes to
exercise. MidSouth shall, within 30 days of receipt of
notice of exercise, deliver to the exercising holder
certificates for the shares of Common Stock or cash or
both, as determined by the Committee, to which the
holder is entitled pursuant to Section 8.4.
4 Payment. Subject to the right of the
Committee to deliver cash in lieu of shares of Common
Stock, the number of shares of Common Stock that shall
be issuable upon the exercise of an SAR shall be
determined by dividing:
(a) the number of shares as to which the SAR
is exercised multiplied by the amount by which the
Fair Market Value of the shares of Common Stock
subject to the SAR on the Exercise Date exceeds (1)
in the case of a SAR related to a stock option, the
purchase price of the shares under the option or
(2) in the case of a SAR granted alone, without
reference to a related stock option, an amount
equal to the Fair Market Value of a share of Common
Stock on the date of grant, which shall be
determined by the Committee at the time of grant,
subject to adjustment under Section 11.5); by
<PAGE>
(b) the Fair Market Value of a share of Common
Stock on the Exercise Date.
In lieu of issuing shares of Common Stock upon the
exercise of a SAR, the Committee may elect to pay the
holder of the SAR cash equal to the Fair Market Value
on the Exercise Date of any or all of the shares that
otherwise would be issuable. No fractional shares of
Common Stock shall be issued upon the exercise of a
SAR; instead, the holder of a SAR shall be entitled to
receive a cash adjustment equal to the same fraction of
the Fair Market Value of a share of Common Stock on the
Exercise Date or to purchase the portion necessary to
make a whole share at its Fair Market Value on the
Exercise Date.
9. Performance Shares. A performance share consists
of an award that may be paid in shares of Common Stock or in
cash, as described below. The award of performance shares
shall be subject to such terms and conditions as the
Committee deems appropriate.
1 Performance Objectives. Each performance
share will be subject to performance objectives for
MidSouth or one of its subsidiaries, divisions or
departments to be achieved by the end of a specified
period. The number of performance shares awarded shall
be determined by the Committee and may be subject to
such terms and conditions as it shall determine. If the
performance objectives are achieved, each participant
will be paid (a) a number of shares of Common Stock
equal to the number of performance shares initially
granted to him or her; (b) a cash payment equal to the
Fair Market Value of such number of shares of Common
Stock on the date the performance objectives are met or
such other date as may be provided by the Committee or
(c) a combination of shares of Common Stock and cash,
as may be provided by the Committee. If such
objectives are not met, each award may provide for
lesser payments in accordance with a pre-established
formula set forth in the Incentive Agreement.
Notwithstanding the foregoing, unless otherwise
provided in the Incentive Agreement, the Committee may
in its discretion declare the performance objectives
achieved or waived. To the extent a performance share
is intended to qualify as performance based
compensation under Section 162(m) of the Code, it must
meet the additional requirements imposed thereby.
2 Not a Shareholder. The award of performance
shares to a participant shall not create any rights in
such participant as a shareholder of MidSouth, until
the payment of shares of Common Stock with respect to
an award, at which time such stock shall be considered
issued and outstanding.
3 Dividend Equivalent Payments. A performance
share award may be granted in conjunction with
dividend equivalent payment rights or other such
rights. Dividend equivalent payments may be made to
<PAGE>
the participant at the time of the payment of the
dividend or issuance of the other right or at the end
of the specified performance period or may be deemed to
be invested in additional performance shares at the
Fair Market Value of a share of Common Stock on the
date of payment of the dividend or issuance of the
right.
10. Stock Options for Outside Directors
1 Eligibility. Each Outside Director who is
serving on the date of adoption of this Plan or who
becomes an Outside Director subsequently shall on the
later of such date of adoption or the second
anniversary of the date he becomes an Outside Director,
be automatically granted a NQO to acquire 6,500 shares
of Common Stock.
2 Exercisability of Stock Options. The stock
options granted to Outside Directors under this Section
10 shall become exercisable as follows:
20% of the total number of shares covered
by the stock options beginning one year
after the date of grant;
40% of the total number of shares covered
by the stock options beginning two years
after the date of grant, less any shares
previously issued;
60% of the total number of shares covered
by the stock options beginning three years
after the date of grant, less any shares
previously issued;
80% of the total number of shares covered
by the stock options beginning four years
after the date of grant, less any shares
previously issued;
100% of the total number of shares covered
by the stock options beginning five years
after the date of grant, less any shares
previously issued;
provided, however, that such stock options shall become
immediately exercisable under Section 11.11 hereof and
in the event of death, disability causing his removal
from the Board, or retirement from the Board on or
after reaching age 65. No stock option granted to an
Outside Director under the terms of this Section 10 may
be exercised more than ten years after the date of
grant.
<PAGE>
3 Exercise Price. The per share exercise price
of stock options granted to Outside Directors shall be
equal to 100% of the Fair Market Value of a share of
Common Stock on the date of grant.
4 Exercise after Termination of Board Service.
If an Outside Director ceases to serve on the Board
because of death, retirement on or after reaching age
65, or disability causing his removal from the Board,
all stock options previously granted that are not then
exercisable will expire and the options that are
exercisable must be exercised within six months from
the date of termination of Board service, but in no
event later than ten years after the date of grant. If
an Outside Director ceases to serve on the Board for
any other reason, all options not then exercisable will
expire and all options that are exercisable must be
exercised within 90 days from the date of termination
of Board service, but in no event later than ten years
after the date of grant.
10.5 Certain Provisions Applicable. Sections 6.4
and 6.5 of this Plan shall apply to options granted under
this Section 10.
11. General.
1 Duration. Subject to Section 11.10, the Plan
shall remain in effect until all Incentives granted
under the Plan have either been satisfied by the
issuance of shares of Common Stock or the payment of
cash or been terminated under the terms of the Plan and
all restrictions imposed on shares of Common Stock in
connection with their issuance under the Plan have
lapsed.
2 Transferability of Incentives. Options, SARs
and performance shares granted under the Plan may not
be transferred except:
(a) by will;
(b) by the laws of descent and distribution;
or
(c) in the case of stock options only, if (i)
with respect to options under Section 10, permitted
by the Board or (ii) with respect to all other
options, permitted by the Committee and so provided
in the Incentive Agreement, (iii) pursuant to a
domestic relations order, as defined in the Code,
(iv) to Immediate Family Members, (v) to a
partnership or limited liability company in which
Immediate Family Members, or entities in which
Immediate Family Members are the sole owners,
members or beneficiaries, as appropriate, are the
only partners or members or (vi) to a trust for the
sole benefit of Immediate Family Members.
"Immediate Family Members" means the spouse and
<PAGE>
natural or adopted children or grandchildren of the
participant and his or her spouses. To the extent
that an ISO is permitted to be transferred during
the lifetime of the participant, it shall be
treated thereafter as a NQO.
Stock options or SARs may be exercised during the
lifetime of a participant only by the participant, by
the participant's guardian or legal representative or,
in the case of stock options, by a permitted transferee
as provided in (c) above. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of
an Incentive, or levy of attachment or similar process
upon the Incentive not specifically permitted herein,
shall be null and void and without effect.
3 Effect of Termination of Employment or Death.
If an employee participant ceases to be an employee of
the Company for any reason, including death,
disability, early retirement or normal retirement, any
Incentives may be exercised, shall vest or shall expire
at such times as may be determined by the Committee in
the Incentive Agreement.
4 Additional Condition. Anything in this Plan
to the contrary notwithstanding: (a) MidSouth may, if
it determines it necessary or desirable for any reason,
at the time of award of any Incentive or the issuance
of any shares of Common Stock pursuant to any
Incentive, require the recipient, as a condition to the
receipt thereof or to the receipt of shares of Common
Stock issued pursuant thereto, to deliver to MidSouth a
written representation of present intention to acquire
the Incentive or the shares of Common Stock issued
pursuant thereto for his own account for investment and
not for distribution; and (b) if at any time MidSouth
further determines, in its sole discretion, that the
listing, registration or qualification (or any updating
of any such document) of any Incentive or the shares of
Common Stock issuable pursuant thereto is necessary on
any securities exchange or under any federal or state
securities or blue sky law, or that the consent or
approval of any governmental regulatory body is
necessary or desirable as a condition of, or in
connection with the award of any Incentive, the
issuance of shares of Common Stock pursuant thereto, or
the removal of any restrictions imposed on such shares,
such Incentive shall not be awarded or such shares of
Common Stock shall not be issued or such restrictions
shall not be removed, as the case may be, in whole or
in part, unless such listing, registration,
qualification, consent or approval shall have been
effected or obtained free of any conditions not
acceptable to MidSouth.
5 Adjustment. In the event of any merger,
consolidation or reorganization of MidSouth with any
other corporation or corporations, there shall be
substituted for each of the shares of Common Stock then
subject to the Plan, including shares subject to
restrictions, options, or achievement of performance
share objectives, the number and kind of shares of
stock or other securities to which the holders of the
<PAGE>
shares of Common Stock will be entitled pursuant to the
transaction. In the event of any recapitalization,
stock dividend, stock split, combination of shares or
other change in the Common Stock, the number of shares
of Common Stock then subject to the Plan, including
shares subject to outstanding Incentives, shall be
adjusted in proportion to the change in outstanding
shares of Common Stock. In the event of any such
adjustments, the purchase price of any option, the
performance objectives of any Incentive, and the shares
of Common Stock issuable pursuant to any Incentive
shall be adjusted as and to the extent appropriate, in
the reasonable discretion of the Committee, to provide
participants with the same relative rights before and
after such adjustment.
6 Incentive Agreements. The terms of each
Incentive other than those granted under Section 10
shall be stated in an agreement approved by the
Committee.
7 Withholding. At any time that a participant
is required to pay to the Company an amount required to
be withheld under the applicable income tax laws in
connection with the issuance of shares of Common Stock
under the Plan or upon the lapse of restrictions on
shares of restricted stock, the participant may,
subject to the Committee's right of disapproval,
satisfy this obligation in whole or in part by electing
(the "Election") to have the Company withhold from the
distribution shares of Common Stock having a value
equal to the amount required to be withheld. The value
of the shares withheld shall be based on the Fair
Market Value of the Common Stock on the date that the
amount of tax to be withheld shall be determined (the
"Tax Date").
Each Election must be made prior to the Tax Date.
The Committee may disapprove of any Election or may
suspend or terminate the right to make Elections. If a
participant makes an election under Section 83(b) of
the Code with respect to shares of restricted stock, an
Election is not permitted to be made.
A participant may also satisfy his or her total tax
liability related to an Incentive by delivering shares
of Common Stock that have been owned by the participant
for at least six months. The value of the shares
delivered shall be based on the Fair Market Value of
the Common Stock on the Tax Date.
8 No Continued Employment. No participant shall
have any right, because of his or her participation, to
continue in the employ of the Company for any period of
time or to any right to continue his or her present or
any other rate of compensation.
9 Deferral Permitted. Payment of cash or
distribution of any shares of Common Stock to which a
participant is entitled under any Incentive shall be
<PAGE>
made as provided in the Incentive Agreement. Payment
may be deferred at the option of the participant if
provided in the Incentive Agreement.
10 Amendment of the Plan. The Board may amend or
discontinue the Plan at any time; provided, however,
that no such amendment or discontinuance shall change
or impair, without the consent of the recipient, an
Incentive previously granted; and provided further,
that an amendment to materially increase the number of
shares of Common Stock issuable through the Plan,
materially modify the eligibility requirements or
materially increase the benefits under the Plan must be
approved by the shareholders of MidSouth.
11. Change of Control.
(a) A Change of Control shall mean:
(i) the acquisition by any individual,
entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the 1934 Act) of beneficial
ownership (within the meaning of Rule 13d-3 under
the 1934 Act) of more than 25% of the outstanding
voting power with respect to the election of
directors ("Voting Securities"); provided, however,
that for purposes of this subsection (i), no Change
of Control will be over as a result of acquisition
of Voting Securities: (a) directly from or by the
Company, (b) by any employee benefit plan (or
related trust) sponsored or maintained by the
Company, or (c) by any corporation pursuant to a
transaction that complies with clauses a), b) and
c) of subsection (iii) of this Section; or
(ii) individuals who, as of the date this
Plan was adopted by the Board of Directors (the
"Approval Date"), constitute the Board (the
"Incumbent Board") cease for any reason to
constitute at least a majority of the Board;
provided, however, that any individual becoming a
director subsequent to the Approval Date whose
election, or nomination for election by the
shareholders of the Company, was approved by a vote
of at least a majority of the directors then
comprising the Incumbent Board shall be considered
a member of the Incumbent Board, unless such
individual's initial assumption of office occurs as
a result of an actual or threatened election
contest with respect to the election or removal of
directors or other actual or threatened
solicitation of proxies or consents by or on behalf
of a person other than the Incumbent Board; or
(iii)consummation of a reorganization,
merger or consolidation, or sale or other
disposition of all or substantially all of the
assets of the Company (a "Business Combination"),
<PAGE>
in each case unless, following such Business
Combination,
a) all or substantially all of the
individuals and entities who were the
beneficial owners of the outstanding Common
Stock and the Voting Securities of the Company
immediately prior to such Business Combination
have direct or indirect beneficial ownership,
respectively, of more than 50% of the then
outstanding shares of common stock, and more
than 50% of the combined voting power of the
then outstanding voting securities entitled to
vote generally in the election of directors,
of the corporation resulting from such
Business Combination (which, for purposes of
this clause) and clauses b) and c), shall
include a corporation that as a result of such
transaction owns the Company or all or
substantially all of the assets of the Company
either directly or through one or more
subsidiaries), and
b) except to the extent that such
ownership existed prior to the Business
Combination, no person (excluding any
corporation resulting from such Business
Combination or any employee benefit plan or
related trust of the Company or such
corporation resulting from such Business
Combination) beneficially owns, directly or
indirectly, 25% or more of the then
outstanding shares of common stock of the
corporation resulting from such Business
Combination or 25% or more of the combined
voting power of the then outstanding voting
securities of such corporation, and
c) at least a majority of the
members of the board of directors of the
corporation resulting from such Business
Combination were members of the Incumbent
Board at the time of the execution of the
initial agreement, or of the action of the
Board, providing for such Business
Combination; or
(iv) approval by the shareholders of the
Company of a plan of complete liquidation or
dissolution of the Company.
(b) Upon a Change of Control, or immediately
prior to the closing of a transaction that will
result in a Change of Control if consummated, all
outstanding options and SARs granted pursuant to
the Plan shall automatically become fully
exercisable, all restrictions or limitations on any
Incentives shall lapse and all performance criteria
and other conditions relating to the payment of
Incentives shall be deemed to be achieved and
waived by the Company, without the necessity of
action by any person.
<PAGE>
(c) The Committee may take such other action
with respect to an Incentive as shall be provided
in an agreement with the holder thereof.
12 Definition of Fair Market Value. "Fair Market
Value" of Common Stock shall be determined for purposes
of this Plan, as follows: (a) if it is listed on an
established stock exchange or any automated quotation
system that provides sale quotations, the closing sale
price for a share on such exchange or quotation system
on the applicable date, or if no sale shall have been
made on that day, on the next preceding day on which
there was a sale; (b) if it is not listed on any
exchange or quotation system, but bid and asked prices
are quoted and published, the mean between the quoted
bid and asked prices on the applicable date, and if bid
and asked prices are not available on such day, on the
next preceding day on which such prices were available;
and (c) if it is not regularly quoted, the fair market
value of a share on the applicable date as established
by the Committee in good faith.
Adopted by the Board of Directors _______________, 1997.
Approved by the Shareholders _______________, 1997.
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