<PAGE>
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
[X ] Definitive Proxy Statement of Commission Only
[ ] Definitive Additional Materials (as permitted by
[ ] Soliciting Material Pursuant to Rule 14a-6(e)(2))
part 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):
[ ] $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 7, 2000
The annual meeting of shareholders of MidSouth
Bancorp, Inc. ("MidSouth") will be held on Wednesday, May
10, 2000, at 2:00 p.m., local time, at MidSouth's main office,
102 Versailles Boulevard, Lafayette, Louisiana, to elect
directors, 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, 2000, 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
/s/ Karel L. Hail
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 10,
2000, 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 7, 2000.
Only holders of record of MidSouth common stock
("Common Stock") at the close of business on March 31,
2000, are entitled to notice of and to vote at the Meeting. On
that date, MidSouth had outstanding 2,483,342 shares of
Common Stock, plus any shares issued on conversion of its
Preferred Stock from March 20 through March 31, 2000, 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 that may properly come 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
<PAGE>
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 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.
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 18,
1999, 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; 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.
<PAGE>
The following table sets forth certain information as of
March 31, 2000, 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 to expire in 2003 (Class I Directors)
Year First
Name Age Principal Occupation Became Director
<S> <C> <C> <C>
C. R. Cloutier 53 President and C.E.O., MidSouth 1984
and MidSouth National Bank
(the "Bank"), MidSouth's wholly-
owned subsidiary
J. B. Hargroder, M.D. 69 Physician, retired 1984
William M. Simmons 66 Private Investments 1984
Directors whose terms expire in 2001 (Class II Directors)
Year First
Name Age Principal Occupation Became Director
Will G. Charbonnet, Sr. 52 Private Investments; Chairman 1985
of the Board, MidSouth and the
Bank; Until 3/99 President-
Owner of Acadiana Fast Foods, Inc.
Clayton Paul Hilliard 74 President, Badger Oil Corporation 1992(FN1)
Directors whose terms expire in 2002 (Class III Directors)
Year First
Name Age Principal Occupation Became Director
James R. Davis, Jr. 47 President, Davis/Wade Financial 1991
Services, LLC (1995-Present);
Until 8/99, President, Advanced
Pay Cellular, Inc.
Karen L. Hail 46 Chief Financial Officer and 1998
Secretary, MidSouth
Milton B. Kidd, III, O.D. 51 Optometrist, Kidd Vision Centers 1996(FN2)
</TABLE>
(F1) Mr. Hilliard also served on the Boards of MidSouth and the Bank
from 1985 to 1987.
(F2) Dr. Kidd has served on the Board of the Bank since April 1, 1994.
____________________
<PAGE>
During 1999, the Board held 12 meetings. Each
incumbent director attended at least
75% of the aggregate number of meetings held during
1999 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 met three times in 1999.
The members of the Audit and Loan Review
Committee are Messrs. Davis, Kidd, and Hilliard. The
Committee, which held 12 meetings in 1999, 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 four times in 1999, 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 the MidSouth Board and $100 for service on the Bank
Board. The Chairman of the Board, receives an additional
$750 per month and the Vice Chairman receives an additional
$350 per month. Each director also receives $350 for each
regular meeting, and $125 for each special meeting, of the
Board of the Bank and $150 for the first hour, and $75 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, 2000, 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. 95,508(FN2) 3.84%
C. R. Cloutier 175,343(FN3) 7.00%
James R. Davis, Jr. 62,599(FN4) 2.51%
Karen L. Hail 57,144(FN5) 2.29%
J. B. Hargroder, M.D. 246,090(FN6) 9.87%
Clayton Paul Hilliard 108,632(FN7) 4.36%
Milton B. Kidd, III, O.D. 115,470(FN8) 4.64%
William M. Simmons 90,528(FN9) 3.64%
All directors and executive
officers as a group (13 persons) 1,038,700 40.22%
_________________
</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 (158,752 shares or
6.39% as of March 31, 2000). 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, 2000. Common Stock held by
MidSouth's Employee 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
<PAGE>
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, 22,465 shares held for his account in
the Trust and 6,580 shares which he may acquire within 60
days pursuant to currently exercisable stock options
("Current Options").
(FN3) Includes 28,656 shares held by the ESOP for his account,
69,854 shares as to which he shares voting and investment
power, 26,753 shares held for his account in the Trust,
2,998 shares he has the right to acquire on conversion of
1,000 shares of Preferred Stock owned by him and 20,062
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, 17,770 shares held for his account in
the Trust, and 6,580 shares under Current Options.
(FN5) Includes 21,101 shares held for her account in the ESOP,
627 shares as to which she shares voting and investment
power, 17,537 shares held for her account in the Trust and
12,375 shares under Current Options.
(FN6) Includes 206,009 shares as to which he shares voting and
investment power, 24,151 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 6,580 shares under Current Options. Dr.
Hargroder's address is P. O. Box 1049, Jennings, Louisiana
70546.
(FN7) Includes 87,261 shares as to which he shares voting and
investment power, 10,225 shares held for his account in
the Trust, and 6,580 shares under Current Options.
(FN8) Includes 40,157 shares as to which he shares voting and
investment power, 8,068 shares held for his account in the
Trust and 6,580 shares under Current Options.
(FN9) Includes 2,348 shares as to which he shares voting and
investment power 23,161 shares held for his account in the
rust, and 6,580 shares under Current Options.
__________________
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as
of March 31, 2000, 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.
<PAGE>
<TABLE>
<CAPTION>
Name and Address Shares Beneficially Percent
Of Beneficial Owner Owned of Class
<S> <C> <C>
MidSouth Bancorp, Inc., 251,641(FN1) 10.13%
Employee Stock Ownership Plan,
ESOP Trustees and
ESOP Administrative Committee
P. O. Box 3745,
Lafayette, LA 70502
</TABLE>
________________________________
(1) The Administrative Committee directs the Trustees how
to vote the approximately 13,462 unallocated shares of
Common Stock in the ESOP as of March 31, 2000.
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 Brenda
Jordan, 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.
__________________
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 1999. No other executive officer of
MidSouth had total annual salary and bonus exceeding
$100,000 for the year.
<TABLE>
<CAPTION>
Long-Term Compensation
_____________________________________
Other
Name and Annual Restricted Securities All Other
Principal Compen- Stock Underlying LTIP Compen-
Position Year Salary Bonus sation Awards(s) Option(s) Payouts sation
<FN1> <FN2> <FN3>
________ ____ ________ _______ _______ __________ __________ _______ _________
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. R. Cloutier 1999 $174,158 $35,525 0 0 0 0 $ 5,828
Chief Executive 1998 $156,200 $29,906 0 0 12,187 0 $ 5,321
Officer 1997 $134,850 $20,023 0 0 25,312 0 $10,470
Karen L. Hail 1999 $116,650 $21,315 0 0 0 0 $ 4,389
Chief Financial 1998 $106,250 $18,464 0 0 5,625 0 $ 3,832
Officer 1997 $ 96,075 $12,738 0 0 16,875 0 $ 9,307
Donald R. Landry 1999 $ 90,271 $23,822 0 0 0 0 $ 4,498
Senior Vice Pres. 1998 $ 85,000 $14,407 0 0 5,344 0 $ 3,703
SeniorLoanOfficer 1997 $ 72,500 $ 9,871 0 0 12,656 0 $ 2,704
</TABLE>
(FN1) Includes director fees of $19,700 and $18,900 for 1999;
$14,200 and $14,250 for 1998; and $14,100 and
$13,950 for 1997 for Mr. Cloutier and Ms. Hail,
respectively.
(FN2) Awarded pursuant to the Incentive Compensation Plan of
the Bank.
(FN3) Consists of an estimated $5,001, $3,730 and $3,566
contributed by MidSouth to the ESOP for the accounts of
each of Mr. Cloutier, Ms. Hail and Mr. Landry
respectively, and $827, $659, and $1,133 paid by
MidSouth in insurance premiums for term life insurance
for the benefit of Mr. Cloutier, Ms. Hail and Mr. Landry,
respectively.
____________________
Option 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 1999 and
unexercised options held as of December 31, 1999. No
options were granted or exercised in 1999.
OPTION VALUES AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at At
Name December 31, 1999 December 31, 1999(FN1)
____ _________________ _____________________
Exercisable Unexercisable Exercisable Unexercisable
<S> <C> <C> <C> <C>
C. R. Cloutier 12,562 24,937 $ 23,591 $ 35,386
Karen L. Hail 7,875 14,625 $ 15,727 $ 23,592
Donald Landry 6,095 11,905 $ 11,711 $ 17,958
</TABLE>
(FN1) Reflects the difference between the closing sale price of
a share of MidSouth Common Stock on December 31, 1999,
and the exercise price of the options.
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.
_____________________
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
1999 were audited by Deloitte & Touche, LLP, and the Board
has appointed it to audit MidSouth's financial statements for
2000. 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
2001 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 8, 2000.
<PAGE>
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, 1999,
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 7, 2000
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. 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:____________________________2000
_____________________________________
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 10, 2000
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 10, 2000
and at any and all adjournments thereof.
