MIDSOUTH BANCORP, INC.
102 Versailles Boulevard
Versailles Centre
Lafayette, Louisiana 70501
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Lafayette, Louisiana
April 12, 1999
The annual meeting of shareholders of MidSouth
Bancorp, Inc. ("MidSouth") will be held on Wednesday, May
12, 1999, at 2:00 p.m., local time, at MidSouth's main office,
102 Versailles Boulevard, Lafayette, Louisiana, to elect
directors, to consider and vote upon a proposed amendment
to the Articles of Incorporation to increase the number of
authorized shares of common stock to ten million and to
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, 1999, 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 12,
1999, 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 12, 1999.
Only holders of record of MidSouth common stock
("Common Stock") at the close of business on March 31,
1999, are entitled to notice of and to vote at the Meeting. On
that date, MidSouth had outstanding 2,444,306 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 19
through March 31, 1999, 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 the proposed
amendment to MidSouth's Articles of Incorporation will
require the affirmative vote of a majority of the voting power
present at the meeting. 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 the proposed
amendment, broker non-votes will be counted as not present
and will have no effect on the vote; but abstentions will be
counted as present and will have the effect of a vote against
the proposed amendment. 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.
<PAGE>
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 and for the proposed amendment. 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
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 III 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 III
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 December 14,
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
<PAGE>
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, 1999, 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 whose terms expire in 2002 (Class III Directors)
Year First
Name Age Principal Occupation Became Director
<S> <C> <C> <C>
James R. Davis, Jr. 46 President, Advanced Pay Cellular, Inc. (1997- 1991
Present); President, Davis/Wade Financial
Services, LLC (1995-Present); Owner, Safe-
America Security System (1994-1995)
Karen L. Hail 45 Chief Financial Officer and Secretary, MidSouth 1988
Milton B. Kidd, III, O.D. 50 Optometrist, Kidd Vision Centers 1996(FN2)
Directors whose terms expire in 2000 (Class I Directors)
Year First
Name Age Principal Occupation Became Director
C. R. Cloutier 52 President and C.E.O., MidSouth and MidSouth 1984
National Bank (the "Bank"), MidSouth's wholly-
owned subsidiary
J. B. Hargroder, M.D. 68 Physician, retired 1984
William M. Simmons 65 Private Investments 1984
Directors whose terms expire in 2001 (Class II Directors)
Year First
Name Age Principal Occupation Became Director
Will G. Charbonnet, Sr. 51 President, Acadiana Fast Foods Inc. (owner/ 1985
operator of fast food stores); Chairman of the
Board, MidSouth and the Bank
Clayton Paul Hilliard 73 President, Badger Oil Corporation 1992(FN1)
(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.
</TABLE>
<PAGE>
___________________
During 1998, the Board held 12 meetings. Each
incumbent director attended at least
75% of the aggregate number of meetings held during
1998 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. The
Committee did not meet in 1998 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 11 meetings in 1998, 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 twice in 1998, 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
were granted options in 1997 to purchase up to 10,968 shares
of MidSouth Common Stock at $6.67 per share, its fair
market value on the date of grant, exercisable in annual 20%
increments beginning one year from 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.
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
Security Ownership of Management
The following table sets forth certain information as
of March 31, 1999, 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.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent
Name and Address Ownership(FN1) of Class
________________ _________________ ________
<S> <C> <C>
Will G. Charbonnet, Sr. 91,872(FN2) 3.75%
C. R. Cloutier 158,101(FN3) 6.44%
James R. Davis, Jr. 60,054(FN4) 2.45%
Karen L. Hail 50,665(FN5) 2.07%
J. B. Hargroder, M.D. 239,387(FN6) 9.76%
Clayton Paul Hilliard 103,836(FN7) 4.24%
Milton B. Kidd, III, O.D. 112,098(FN8) 4.58%
William M. Simmons 84,876(FN9) 3.47%
All directors and executive officers 969,199 38.64%
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 (154,569 shares or 6.32% as of March 31, 1999).
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, 1999.
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
<PAGE>
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 20,030 shares as to which he shares voting and
investment power, 22,022 shares held for his account in
the Trust and 4,387 shares which he may acquire within 60
days pursuant to currently exercisable stock options
("Current Options").
(FN3) Includes 26,465 shares held by the ESOP for his account,
71,935 shares as to which he shares voting and investment
power, 26,202 shares held for his account in the Trust, and
12,562 shares under Current Options. Mr. Cloutier's
address is P. O. Box 3745, Lafayette, Louisiana 70502.
(FN4) Includes 38,249 shares as to which he shares voting and
investment power, 17,418 shares held for his account in
the Trust, and 4,387 shares under Current Options.
(FN5) Includes 19,570 shares held for her account in the ESOP,
627 shares as to which she shares voting and investment
power, 17,191 shares held for her account in the Trust and
7,875 shares under Current Options.
(FN6) Includes 201,977 shares as to which he shares voting and
investment power, 23,673 shares held for his account in
the Trust, 4,608 shares he has the right to acquire on
conversion of 1,537 shares of Preferred Stock owned by
him, and 4,387 shares under Current Options. Dr.
Hargroder's address is P. O. Box 1049, Jennings, Louisiana
70546.
(FN7) Includes 86,861 shares as to which he shares voting and
investment power, 10,022 shares held for his account in
the Trust, and 4,387 shares under Current Options.
(FN8) Includes 40,157 shares as to which he shares voting and
investment power, 6,889 shares held for his account in the
Trust and 4,387 shares under Current Options.
(FN9) Includes 2,348 shares as to which he shares voting and
investment power 22,702 shares held for his account in the
Trust, and 4,387 shares under Current Options.
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as
of March 31, 1999, 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., Employee Stock 248,345(FN1) 10.16%
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 19,254 unallocated shares of
Common Stock in the ESOP as of March 31, 1999.
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 Earline Vincent, a Bank officer. The
Administrative Committee consists of David L.
Majkowski and Teri S. Stelly executive officers of
MidSouth, and Dailene Melancon, a Bank officer.
_____________________
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, Chief Financial Officer, Karen L. Hail and
Senior Vice President, Donald R. Landry, for all services
rendered by them in all capacities to MidSouth and its
subsidiaries for 1998. 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
Name and Annual Restricted Securities Other
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 1998 $156,200 $29,906 0 0 12,187 0 $ 5,321
Chief Executive 1997 $134,850 $20,023 0 0 25,312 0 $10,470
Officer 1996 $124,075 $17,586 0 0 0 0 $ 7,311
Karen L. Hail 1998 $106,250 $18,464 0 0 5,625 0 $ 3,832
Chief Financial 1997 $ 96,075 $12,738 0 0 16,875 0 $ 9,307
Officer 1996 $ 88,600 $11,104 0 0 0 0 $ 7,143
Donald R. Landry 1998 $ 85,000 $14,407 0 0 5,344 0 $ 3,703
Senior Vice Pres. 1997 $ 72,500 $ 9,871 0 0 12,656 0 $ 2,704
SeniorLoanOfficer 1996 $ 64,000 $ 7,580 0 0 0 0 $ 2,735
_______________
</TABLE>
(FN1) Includes director fees of 14,200 and 14,250 for 1998;
$14,100 and $13,950 for 1997; and $13,075 and $12,850
for 1996 for Mr. Cloutier and Ms. Hail, respectively.
(FN2) Awarded pursuant to the Incentive Compensation Plan of
the Bank.
(FN3) Consists of an estimated $4,494, $3,173 and $2,974
contributed by MidSouth to the ESOP for the accounts of
each of Mr. Cloutier, Ms. Hail, and Mr. Landry
respectively, and $827, 659, and $729 paid by MidSouth
in insurance premiums for term life insurance for the
benefit of Mr. Cloutier, Ms. Hail and Mr. Landry,
respectively.
____________________
Option Exercises and Holdings
The following table sets forth information with
respect to Mr. C. R. Cloutier, Ms. Hail, and Mr. Landry
concerning their exercise of options during 1998 and
unexercised options held as of December 31, 1998
AGGREGATED OPTION EXERCISES IN 1998
AND OPTION VALUES AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
No. of Number of Securities Value of Unexercised
Shares Underlying Unexercised In-the-Money Options
Acquired on Value Options at At
Name Exercise Realized December 31, 1998 December 31, 1998<FN1>
____________ ___________ ________ ______________________ _________________________
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C> <C> <C>
C. R. Cloutier 0 0 5,062 20,250 $22,551 $ 90,214
0 0 0 12,187 0 ($ 52,345)
Karen L.Hail 0 0 3,375 13,500 $15,036 $ 60,142
0 0 0 5,625 0 ($ 24,160)
Donald Landry 0 0 2,531 10,125 $11,275 $ 45,107
0 0 0 5,344 0 ($ 22,952)
</TABLE>
(FN1) Reflects the difference between the closing sale price of
a share of MidSouth Common Stock on December 31,
1998, and the exercise price of the options.
<PAGE>
Stock Option Grants
The following table sets forth information concerning
the grant of stock options to Mr. Cloutier, Ms. Hail and Mr.
Landry during 1998.
<TABLE>
<CAPTION>
Stock Option Grants
___________________
% of Total
Options
No. of Shares to
Underlying Employees Exercise Expiration
Name Options In 1998 Price <FN1> Date
____ _____________ __________ __________ __________
<S> <C> <C> <C> <C>
C. R. Cloutier 12,187 52.60% $15.42 Feb. 27, 2008
Karen L. Hail 5,625 24.30% $15.42 Feb. 27, 2008
Donald R. Landry 5,344 23.10% $15.42 Feb. 27, 2008
___________________
</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, Ms. Hail and Mr. Landry each have a
written employment agreement with the Bank for a term of
one year, beginning January 1st 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, Ms. Hail and Mr. Landry 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, Ms.
Hail's and Mr. Landry'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.
<PAGE>
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.
PROPOSED AMENDMENT TO ARTICLES
TO INCREASE AUTHORIZED COMMON STOCK
The company's Articles, which were adopted in 1993,
authorized the Board of Directors to approve the issue of up
to five million shares of Common Stock. Since the adoption
of the Articles, the Company has issued or reserved shares of
Common Stock in connection with Convertible Preferred
Stock delivered in an acquisition, stock options under the
Company's Stock Incentive Plan, issuance in lieu of cash
director fees, and stock dividends. As a result, 4,209,706
shares of Common Stock are currently outstanding or
reserved for issuance.
The proposed Amendment would increase the number
of authorized shares to ten million, which should be sufficient
to permit further stock dividends and the issuance of shares
for other corporate purposes, such as raising capital or making
acquisitions.
One of the effects of the existence of authorized but
unissued Common Stock may be to enable the Board to make
more difficult or to discourage an attempt to obtain control of
MidSouth. For example, shares of Common Stock could be
sold privately to purchasers who might support the Board in
a control contest or could be sold to dilute the voting or other
rights of a person seeking to obtain control. In addition,
although the Board will authorize the issuance of Common
Stock only when it considers doing so to be in the best
interest of shareholders, the issuance of additional shares
may, among other things, have a dilutive effect on earnings
and equity per share of Common Stock and on the voting
rights of the common shareholders.
The Board of Directors recommends a vote FOR the
proposed Amendment.
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
MidSouth's consolidated financial statements for
1998 were audited by Deloitte & Touche, LLP, and the Board
has appointed it to audit MidSouth's financial statements for
1999. 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
2000 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 18, 1999.
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, 1998, 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 12, 1999
<PAGE>
1. Election of Class III Directors
Nominees: James R. Davis, Jr.
Karen L. Hail
Milton B. Kidd, III, O.D.
___ FOR all nominees listed except as marked to the contrary
___ WITHHOLD authority for all nominees
If you wish to withhold authority to vote for certain of
the nominees listed, strike through the nominee(s) names.
2. Proposed Amendment to Articles to Increase Authorized Common Stock
___ 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 the
Amendment.
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:_______________________________1999
________________________________________
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>
PROXY
MIDSOUTH BANCORP, INC.
May 12, 1999
Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Raymond F. Mikolajczyk and Janet C. Landry,
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 12, 1999 and at any and all adjournments thereof.
