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
[ ] Definitive Additional Materials (as permitted by Rule
[ ] Soliciting Material Pursuant to 14a-6(e)(2))
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
Lafayette, Louisiana
April 13, 1998
The annual meeting of shareholders of MidSouth Bancorp, Inc.
("MidSouth") will be held on Wednesday, May 13, 1998, at 2:00
p.m., local time, at MidSouth's main office, 102 Versailles
Boulevard, Lafayette, Louisiana, to elect directors and consider
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, 1998, 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 13, 1998, 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 13, 1998.
Only holders of record of MidSouth common stock ("Common Stock")
at the close of business on March 31, 1998, are entitled to
notice of and to vote at the Meeting. On that date, MidSouth had
outstanding 1,592,939 shares of Common Stock, plus any shares
issued on conversion of its Preferred Stock or acquired pursuant
to MidSouth's Dividend Reinvestment and Stock Purchase Plan from
March 20 through March 31, 1998, 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; with respect to any other proposal
properly before the Meeting, if the Board has recommended it by
the affirmative vote of the majority of the Continuing Directors,
as defined in MidSouth's Articles of Incorporation ("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 and broker non-votes will be counted as votes not
cast and will have no effect on any proposal requiring a majority
of votes cast to approve it and 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 persons 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.
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<PAGE>
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 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
The Articles 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 II 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 two Class II 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.
Other than the Board, only shareholders entitled to vote for the
election of directors who have complied with the procedures of
Article IV(H) of MidSouth's Articles may nominate a person for
election. To do so, the shareholder must have given written
notice to MidSouth by January 15, 1998, of the following: (1) as
to each person whom he or she proposes to nominate, (a) his or
her name, age, business address, residential address, principal
occupation or employment, and the class and number of shares of
MidSouth's stock of which he or she is the beneficial owner and
(b) any other information relating to such person 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 and (b) a description 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
31, 1998, 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 two nominees
named below.
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<PAGE>
<TABLE>
<CAPTION>
Director nominees for terms expiring in 2001 (Class II Directors)
Year First
Name Age Principal Occupation Became Director
____ ___ ____________________ _______________
<S> <C> <C> <C>
Will G. 50 President, Acadiana Fast Foods 1985
Charbonnet, Sr. Inc. (owner/ operator of fast
food stores); Chairman of the
Board, MidSouth and MidSouth
National Bank (the "Bank"), the
wholly-owned subsidiary of
MidSouth
Clayton Paul 72 President, Badger Oil 1992<FN1>
Hilliard Corporation
</TABLE>
<TABLE>
<CAPTION>
Directors whose terms expire in 1999 (Class III Directors)
Year First
Name Age Principal Occupation Became Director
____ ___ ____________________ _______________
<S> <C> <C> <C>
James R. Davis, Jr. 45 President, Advanced Pay 1991
Cellular, Inc. (1997-Present);
Owner, Davis/Wade Financial
Services, LLC (1995-Present);
Owner, Safe-America Security
System (1994-1995)
Karen L. Hail 44 Chief Financial Officer and 1988
Secretary, MidSouth
Milton B. Kidd, III, 49 Optometrist, Kidd Vision 1996<FN2>
O.D. Centers
</TABLE>
<TABLE>
<CAPTION>
Directors whose terms expire in 2000 (Class I Directors)
Year First
Name Age Principal Occupation Became Director
____ ___ ____________________ _______________
<S> <C> <C> <C>
C. R. Cloutier 51 President and C.E.O., MidSouth 1984
and the Bank
J. B. Hargroder, 67 Physician, retired 1984
M.D.
William M. Simmons 64 Private Investments 1984
_____________________
</TABLE>
<FN1> Mr. Hilliard also served on the Boards of
MidSouth and the Bank from 1985 to 1987.
<FN2> Dr. Kidd has served on the Board of the Bank
since April 1, 1994.
_________________________
During 1997, the Board held 14 meetings. Each incumbent
director attended at least 75% of the aggregate number of
meetings held during 1997 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 who are proposed by shareholders in accordance
with the procedures, described above, in MidSouth's Articles.
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<PAGE>
The Committee did not meet in 1997 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 1997, 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 policies.
The members of the Personnel Committee are Messrs. Charbonnet,
Davis, Hargroder, Hilliard, Kidd, and Simmons. The Committee,
which met 5 times in 1997, is responsible for evaluating the
performance and setting the compensation of MidSouth's executive
officers and administering MidSouth's Stock Incentive Plan.
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 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.
Each of the current directors who are not employees have been
granted options to purchase up to 7,312.5 shares of MidSouth
Common Stock at its fair market value on the date of grant.
The Exchange Act and applicable SEC regulations require
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, and 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 timely.
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
Security Ownership of Management
The following table sets forth certain information as of March
31, 1998, 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. 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.
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<PAGE>
<TABLE>
<CAPTION>
Amount and Percent
Nature of of Class
Name and Address Beneficial
Ownership<FN1>
________________ _____________ _________
<S> <C> <C>
Will G. Charbonnet, Sr. 59,256<FN2> 3.72%
C. R. Cloutier 99,770<FN3> 6.25%
James R. Davis, Jr. 34,416<FN4> 2.16%
Karen L. Hail 30,321<FN5> 1.90%
J. B. Hargroder, M.D. 155,401<FN6> 9.73%
Clayton Paul Hilliard 67,337<FN7> 4.22%
Milton B. Kidd, III, O.D. 71,910<FN8> 4.54%
William M. Simmons 54,716<FN9> 3.43%
All directors and 620,563 38.43%
executive officers as a
group (13 persons)
_________________
</TABLE>
<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 (111,081 shares or
6.97% as of March 31, 1998). 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 31, 1998. 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 or exercise of
currently exercisable options 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 13,355 shares as to which he shares voting and
investment power, 14,481 shares held for his account in the Trust
and 1,462 shares which he may acquire within 60 days pursuant to
currently exercisable stock options ("Current Options").
<FN3>Includes 17,251 shares held by the ESOP for his account,
47,957 shares as to which he shares voting and investment power,
17,229 shares held for his account in the Trust, and 3,375 shares
under Current Options. Mr. Cloutier's address is P. O. Box 3745,
Lafayette, Louisiana 70502.
<FN4>Includes 21,501 shares as to which he shares voting and
investment power, 11,453 shares held for his account in the
Trust, and 1,462 shares under Current Options.
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<PAGE>
<FN5>Includes 12,770 shares held for her account in the ESOP, 418
shares as to which she shares voting and investment power, 11,305
shares held for her account in the Trust and 2,250 shares under
Current Options.
<FN6>Includes 132,614 shares as to which he shares voting and
investment power, 15,567 shares held for his account in the
Trust, 3,510 shares he has the right to acquire on conversion of
1,756 shares of Preferred Stock owned by him, and 1,462 shares
under Current Options. Dr. Hargroder's address is P. O. Box
1049, Jennings, Louisiana 70546.
<FN7>Includes 57,574 shares as to which he shares voting and
investment power, 6,590 shares held for his account in the Trust,
and 1,462 shares under Current Options.
<FN8>Includes 26,771 shares as to which he shares voting and
investment power, 4,068 shares held for his account in the Trust
and 1,462 shares under Current Options.
<FN9>Includes 1,499 shares as to which he shares voting and
investment power 14,929 shares held for his account in the Trust,
and 1,462 shares under Current Options.
__________________
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as of March
31, 1998, 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.
<TABLE>
<CAPTION>
Name and Address Shares Beneficially Percent
of Beneficial Owner Owned of Class
___________________ ___________________ ________
<S> <C> <C>
MidSouth Bancorp, Inc., 165,100<FN1> 10.36 %
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 14,681 unallocated shares of Common Stock in
the ESOP as of March 31, 1998. 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, Earline Vincent a Bank officer and Kim Cormier, a Bank
employee. The Administrative Committee consists of David L.
Majkowski and Teri S. Stelly executive officers of MidSouth, and
Dailene Melancon a Bank officer.
_________________
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<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 1997. No other executive officer of MidSouth
had total annual salary and bonus exceeding $100,000 for the
year.
<TABLE>
<CAPTION>
Long-Term Compensation
__________________________________________
Other All Other
Name and Annual Restricted Securities Compen-
Principal Salary Bonus Compen- Stock Underlying LTIP sation
Position Year <FN1> <FN2> sation Award(s) Option(s) Payouts <FN3>
______________ ____ ________ _______ _______ __________ __________ _______ _________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. R. Cloutier 1997 $134,850 $20,023 0 0 16,875 0 $13,470
Chief Executive 1996 $124,075 $17,586 0 0 0 0 7,311
Officer 1995 $119,450 $19,445 0 0 0 0 5,865
Karen L. Hail 1997 $ 96,075 $12,738 0 0 11,250 0 $ 9,307
Chief Financial 1996 $ 88,600 $11,104 0 0 0 0 7,143
Officer 1995 $ 85,100 $12,235 0 0 0 0 5,520
</TABLE>
<FN1>Includes director fees of $14,100 and $13,950 for 1997;
$13,075 and $12,850 for 1996; and $11,950 and $11,600 for 1995
for Mr. Cloutier and Ms. Hail, respectively.
<FN2>Awarded pursuant to the Incentive Compensation Plan of the
Bank.
<FN3>Consists of an estimated $12,643 and $8,648 contributed by
MidSouth to the ESOP for the accounts of each of Mr.
Cloutier and Ms. Hail, respectively, 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
Mr. C. R. Cloutier, and Ms. Hail, concerning their exercise of
options during 1997 and unexercised options held as of December
31, 1997.
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<PAGE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN 1997
AND OPTION VALUES AS OF DECEMBER 31, 1997
Shares Underlying Unexercised In-the-Money Options
Acquired on Value Options at at
Name Exercise Realized December 31, 1997 December 31, 1997 <FN1>
________________ ___________ __________ _________________________ __________________________
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
C. R. Cloutier 0 0 0 16,875 0 $189,844
Karen L. Hail 0 0 0 11,250 0 $126,563
__________________________
</TABLE>
<FN1> Reflects the difference between the closing sale price of a share
of MidSouth Common Stock on December 31, 1997, and the exercise
price of the options.
___________________
1997 Stock Option Grants
The following table sets forth information concerning the grant of
stock options to Mr. Cloutier and Ms. Hail during 1997.
1997 Stock Option Grants
________________________
<TABLE>
<CAPTION>
No. of % of Total
Shares Options to Exercise
Underlying Employees Price Expiration
Name Options in 1997 <FN1> Date
____ __________ __________ ________ __________
<S> <C> <C> <C> <C>
C. R. Cloutier 16,875 34.48% $10.00 Feb. 27, 2007
Karen L. Hail 11,250 22.99% $10.00 Feb. 27, 2007
____________________
</TABLE>
<FN1>The exercise price represents the fair market value of the
MidSouth Common Stock on the date of grant. The options are not
exercisable for one year from the date of grant and become
exercisable thereafter in 20% increments each year, unless
exerciseability is accelerated by the Personnel Committee or
upon a change in control of MidSouth.
___________________________
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.
-8-
<PAGE>
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 1997 were
audited by Deloitte & Touche, LLP, and the Board has
appointed it to audit MidSouth's financial statements for 1998.
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 1999 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 December 14, 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, 1997, 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 13, 1998
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<PAGE>
PROXY
MIDSOUTH BANCORP, INC.
May 13, 1998
Annual Meeting of Shareholders
THIS PROXY IS SOLICITED 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 13, 1998 and at any and all adjournments thereof.
<PAGE>
This proxy will be voted as specified. If no specific Please mark [ X ]
directions are given, this proxy will be voted FOR the your votes
nominees named. as indicated
in this
example
1. Election of Class II Directors
FOR all nominees WITHHOLD Nominees: Will G. Charbonnet, Sr.
Listed except authority for all Clayton Paul Hillard
As marked nominees
To the contrary
[ ] [ ] 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.
Date: __________________, 1998
________________________________
Signature of Shareholder
________________________________
Signature (if jointly owned)
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY CARD TO
THE COMPANY PROMPTLY USING
THE ENCLOSED ENVELOPE.
<PAGE>
