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MidSouth Bancorp, Inc.
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MIDSOUTH BANCORP, INC.

102 Versailles Boulevard
Versailles Centre
Lafayette, Louisiana 70501

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS


Lafayette, Louisiana
April 23,, 2008 2010

We will hold our annual shareholders meeting on Wednesday, May 28, 2008,26, 2010, at 2:1:00 p.m., local time, at our corporate offices, 102 Versailles Blvd., Lafayette, Louisiana 70501, where we will vote upon:
1.           The election of directors.

 1. 
 the election of three directors for a term to expire in 2013;
 2.
 a  proposal to approve a non-binding advisory resolution on the compensation of our named executive officers;
 3. 
a proposal to approve an amendment to our Amended and Restated Articles of Incorporation to increase the number of authorized shares of our common stock, $0.10 par value per share, from 10,000,000 shares to 30,000,000 shares; and
 4.
 such other matters as may properly come before the meeting or any adjournments.
2.           Such other matters as may properly come before the meeting or any adjournments.

The items of business listed above are more fully described in the Proxy Statement accompanying this notice.  If you are listed on our books as thewere a holder of record of our common stock on March 31, 2008,2010, you are entitled to notice of and to vote at the meeting.

Your vote is important. Whether or not you expect to attend the annual meeting, it is important regardless ofthat your shares be represented and voted at the number of shares you own.  WHETHER OR NOT YOU PLAN TO COME TO THE MEETING, PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE.  YOUR PROXY MAY BE REVOKED BY NOTICE TO OUR SECRETARY AT ANY TIME BEFORE IT IS VOTED.meeting.


PLEASE MARK, SIGN, DATE, AND PROMPTLY RETURN YOUR PROXY BY FOLLOWING THE INSTRUCTIONS FOR VOTING BY MAIL, OR SUBMIT YOUR PROXY BY FOLLOWING THE INSTRUCTIONS FOR VOTING BY PHONE OR ON THE INTERNET.  THANK YOU.
BY ORDER OF THE BOARD
BY ORDER OF THE BOARD OF DIRECTORS
 /s/ Karen L. Hail
Karen L. Hail 
Senior Executive Vice President
Secretary to the Board 


Karen L. Hail
   Secretary



 
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MIDSOUTH BANCORP, INC.

102 Versailles Boulevard
Versailles Centre
Lafayette, Louisiana 70501

PROXY STATEMENT

This Proxy Statement is being sent to our stockholdersshareholders to solicit on behalf of our Board of Directors proxies for use at our annual shareholders meeting to be held on Wednesday, May 28, 2008,26, 2010, at the time and place shown in the accompanying notice1:00 p.m. at our corporate offices, located at 102 Versailles Boulevard, Versailles Center, Lafayette, Louisiana and at any adjournments thereof.  Directions to the annual meeting may be obtained by calling Sally Gary at (337) 593-3010.  This Statement is first being mailed to shareholders on or about April 23,, 2008. 2010.  As used in this Proxy Statement, the terms, “we,” “us,” “our” and the “Company” refer to MidSouth Bancorp, Inc.

Only holders of our common stock ("stock") on our books at theas of close of business on March 31, 2008,2010, are entitled to notice of and to vote at the Meeting.  On that date we had outstanding 6,762,5319,723,268 shares of stock, each of which is entitled to one vote.

The presence, in person or by proxy, of holders of a majority of our Stockcommon stock is needed to make up a quorum;quorum for the Annual Meeting.  Abstentions will be treated as present for purposes of determining a quorum.  In addition, shares held by a broker as nominee (i.e., in “street name”) that are represented by proxies at the Annual Meeting, but that the broker fails to vote on one or more matters as a result of incomplete instructions from a beneficial owner of the shares (“broker non-votes”), will also be treated as present for quorum purposes.  Unlike for prior Annual Meetings, under recent amendments to the rules of the New York Stock Exchange applicable to brokers, the election of directors is no longer considered a “routine” matter as to which brokers may vote in th eir discretion on behalf of clients who have not furnished voting instructions with respect to the election of directors.  As a result, if you hold your shares in street name and do not provide your broker with voting instructions, your shares will not be voted at the Annual Meeting with respect to the election of directors.

The proposal to elect directors to serve as members of our Board of Directors requires the affirmative vote of a quorum isplurality of the shares of common stock present, directorsin person, or represented by proxy at the Annual Meeting.  “Plurality” means that the individuals who receive the largest number of votes are elected as directors, up to the maximum number of directors to be chosen.  As a result, abstentions and broker non-votes will have no effect on this proposal.  Approval of our proposal to approve a non-binding resolution regarding the compensation of our named executive officers requires a majority of the votes cast at the Annual Meeting.  Accordingly, abstention and broker non-vote will not count as a vote in favor of or against this proposal.  The proposal to amend our Artic les of Incorporation to increase our authorized common stock requires the approval of a majority of the shares present at the Annual Meeting, in person or by plurality.  With respect toproxy.  As a result, abstentions and broker non-votes will count as votes against such proposal.  Each of these proposals was unanimously recommended by our Board of Directors.  If any other proposal however, ifcomes before the BoardAnnual Meeting that has not been recommended it by a majority of our Continuing“Continuing Directors,” as defined in our Amended and Restated Articles of Incorporation (the “Articles of Incorporation”), then approval of any such

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proposal requires the affirmative vote of at least 80% of the “Total Voting Power” of the Company, as defined in our Articles of Incorporation, then, generally, theIncorporation.
You may vote of a majorityyour shares by any one of the votes cast is requiredfollowing methods:
·  By mail: Mark your votes, sign and return the proxy card or vote instruction form in the enclosed postage paid envelope.
·  By Internet: Log onto the website indicated on your enclosed proxy card or vote instruction form.
·  You may attend the Annual Meeting in person and use a ballot to cast your vote.

If you vote by the Internet, you do not need to approve it, and if it is not so recommended, then thesend in your proxy card or vote of 80% of the Total Voting Power, as defined in the Articles, is required to approve it.instruction form. The Continuing Directors will appoint the Judge(s) of Election, and all questions as to voter qualification, proxy validity and accepting or rejecting votesdeadline for Internet voting will be decided by11:59 p.m., Central Time, on May 25, 2010.  If your shares are held in street name, and you wish to vote your shares at the Judge(s).

AbstentionsAnnual Meeting, you will need to contact your bank, broker or broker non-votes will not have any effect onother nominee to obtain a legal proxy form that you must bring with you to the election of directors.  On any other proposal, abstentions and broker non-votes will be counted as votes not cast and will have no effect on any proposal that needsmeeting to exchange for a majority of votes cast to approve it and will have the effect of a vote against any proposal that needs the vote of a percentage of the Total Voting Power.ballot.

All proxies received in the enclosed form will be voted as you specify.  If you sign and return your proxy form but do not specify and, unless you specifyhow to the contrary,vote your shares, your shares will be voted for the election of the persons named herein.herein, for the resolution to approve our compensation resolution and for the amendment to our Articles of Incorporation.  We do not know of anything else to be presented at the Meeting other than the election of directors, approval of the non-binding advisory resolution, and amendment to our Articles of Incorporation, but if anything else does come up, the persons named in the enclosed proxy will vote the shares covered by the proxy as determined by the Board of Directors.

AYou have the right to change and revoke your proxy may be revoked by you at any time before its exercise by filing with our Secretary a written revocation or a duly executed proxy with a later date.the Annual Meeting.  If you votehold your shares in person in a manner inconsistent with ayour name, you may contact our Corporate Secretary and request that another proxy card be sent to you. Alternatively, you may use the Internet to re-vote your shares, even if you mailed your proxy card or previously filedvoted using the Internet.  The latest-dated, properly completed proxy that you submit, whether through the Internet or by mail will count as your vote.  Please note that if you youre-vote your shares by mail, your re-vote will not be deemed to have revokedeffective unless it is received by our Corporate Secretary at the proxy asaddress specified herein prior to the mattersAnnual Meeting. If your shares are held in street name, you voted on in person.must contact your broker or other nominee and follow its procedures for changing your vo te.

The cost of soliciting proxies will be borne by us.  In addition to the mail, proxies may be solicited by our directors and officers through personal interview, telephone, telegraph, facsimile, internetInternet and e-mail.  Banks, brokerage houses and other nominees or fiduciaries may be asked to forward these materials to their principals and to get authority to execute proxies, and we will, upon request, reimburse them for their expenses in so acting.

 
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY
MATERIALS FOR OUR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 26, 2010.

ELECTION OF DIRECTORSOur Proxy Statement for the 2010 Annual Meeting and our Annual Report to shareholders for  the year ended December 31, 2009 is available at https://bnymellon.mobular.net/bnymellon/msl.

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ANNUAL MEETING BUSINESS

Item 1.  Election of Directors

Our Articles of Incorporation provide for three classes of directors, with one class to be elected at each annual meeting for a three-year term.  At the Annual Meeting, three Class IIIII Directors will be elected to serve until the 20112013 annual meeting.meeting or their earlier resignation, removal or death and until their successors are elected and qualified.

Unless you withhold authority, the persons named in the enclosed proxy will vote the shares covered by the proxies received by them for the electionre-election of the fourthree Class IIIII director nominees named below.  If for some reason we do not anticipate one or more nominees cannot be a candidaterefuse to stand for re-election at the Annual Meeting, the shares will be voted in favor of such other persons as the Board chooses.  Directors will be elected by plurality vote.

Other than the Board, only shareholders who have complied with the procedures of Article IV (H) of our Articles of Incorporation may nominate a person for election.  To do so, you must have given us written notice by December 27, 2007,the applicable date, of the following:

(1) as to each person whom you propose to nominate:

(a) his or her name, age, business address, residence address, principal occupation or employment,

(b) the number of shares of our stock of which the person is the beneficial owner and

(c) any other information relating to the 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 you:

(a) your name and address,

(b) the number of shares of our Stockstock of which you are the beneficial owner and

(c) a description of any agreements, arrangements or relationships between you and each personeachperson you want to nominate.

Two inspectors,An inspector, not affiliated with us, appointed by our Secretary, will determine whether the notice provisions were met; ifmet.  If they determine that you have not complied with Article IV(H)IV (H), your nomination will be disregarded.  No shareholder nominations for director were received in connection with this Annual Meeting.


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The following table gives information as of March 31, 2008,2010, about each director nominee and each other director.current director, including information regarding why we believe such person should serve as a director of the Company.  Unless otherwise indicated, each person has had the principal occupation shown for at least the past five years. The Board recommends a vote FOR each of the nominees named therein.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF ALL NOMINEES.
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Directors Nominees for terms expire in 2011 (Class III
Directors Nominees for terms to expire in 2013 (Class II Directors)
Name
 
Age
 
Principal Occupation
Year First Became Director
James R. Davis, Jr.  55 President, Davis/Wade Financial Services, L.L.C.; Chairman of our Audit Committee and our Lead Director1991
Karen L. Hail  54 Our Senior Executive Vice President and Chief Operating Officer of our subsidiary MidSouth Bank, N.A.1988
Milton B. Kidd, III, O.D.  59 Optometrist, Kidd Vision Centers, Kidd and Associates, L.L.C.1996
R. Glenn Pumpelly  49 President/ C.E.O. Pumpelly Oil Company, L.L.C.2007
       


        Directors whose terms to expire in 2009 (Class I Directors)
Name
 
Age
 
Principal Occupation
Year First Became Director
C.R. Cloutier  61 Our President and C.E.O., and President of our subsidiary, MidSouth Bank, N.A.1984
J.B. Hargroder, M.D.  77 Physician, retired; Vice Chairman of our Board1984
Timothy J. Lemoine  57 Consultant and Investor2007
William M. Simmons  74 Investor1984
       
NameAgePrincipal Occupation
Year First
Became Director
Will Charbonnet, Sr.62
Our Chairman of the Board; Treasurer and Managing Director of Crossroads Catholic Bookstore (non-profit corporation); Controller of Philadelphia Fresh Foods, L.L.C.
Mr. Charbonnet’s financial expertise, business experience and strong analytical skills are helpful to the Board’s ability to direct the affairs of a highly regulated company.
    1984
Clayton Paul Hilliard84
President of Badger Oil Corporation, Convexx Oil and Gas, Inc., and Warlord Oil Corporation; Manager, Uniqard, L.L.C.
Mr. Hilliard's experience as owner and President of an oil field service business provides the Board with insight into the oil and gas industry, which industry comprises a large portion of the Bank's customers. 
     1984
Joseph V. Tortorice, Jr.60
C.E.O., Deli Management, Inc.
Mr. Tortorice’s business experience as a successful entrepreneur and familiarity with the community are valuable in directing the affairs of the Company.
     2004


Director whose terms to expire in 2010 (Class II
Directors whose terms expire in 2011 (Class III Directors)
Name
 
Age
 
Principal Occupation
Year First Became Director
Will Charbonnet, Sr.  60 Our Chairman of the Board; Treasurer and Managing Director of Crossroads Catholic Bookstore (non-profit corporation); Controller of Philadelphia Fresh Foods, L.L.C.1984
Clayton Paul Hilliard  82 President of Badger Oil Corporation, Badger Oil & Gas Ltd., Convexx Oil and Gas, Inc., and Warlord Oil Corporation; Manager, Uniqard, L.L.C.1984
Joseph V. Tortorice, Jr.  58 CEO, Deli Management, Inc.2004
       
       
NameAgePrincipal Occupation
Year First
Became Director
James R. Davis, Jr.57
President, Davis/Wade Financial Services, L.L.C.; Chairman of our Audit Committee
Mr. Davis’ professional experience as a successful entrepreneur provides the Board with business insight and analytical skills that are necessary to direct the Company’s affairs in this difficult and highly regulated environment.
1991
Karen L. Hail56
Our Senior Executive Vice President and Director of Asset Procurement
Ms. Hail’s experience in the banking industry, her involvement in various organizations, and her extensive contacts within the communities in which we operate are valuable to the Company.
1988
Milton B. Kidd, III, O.D.61
Optometrist, Kidd & Associates, L.L.C.
Dr. Kidd’s professional and entrepenuerial experience in addition to his business and family contacts in the banking community are assets to the Board.
1996
 
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R. Glenn Pumpelly51
President/C.E.O., Pumpelly Oil Company, L.L.C.
Mr. Pumpelly’s professional experience as a successful owner of a petroleum marketing company as well as his involvement on various boards provides the Board with business insight and analytical skills that are necessary to direct the Company’s affairs in this difficult environment.
2007


Directors whose terms expire in 2012 (Class I Directors)
NameAgePrincipal Occupation
Year First
Became Director
C. R. Cloutier63
Our President and C.E.O., and President and C.E.O. of our subsidiary, MidSouth Bank, N.A.
Mr. Cloutier’s experience in the banking industry, service on the Federal Reserve Board, and his extensive contacts and involvement within the communities in which we operate and on the national scene are valuable to leading the Board through the current economic environment.
1984
J. B. Hargroder, M.D.
 
79
Physician, Retired; Vice Chairman of our Board
Dr. Hargroders’ business experience in the medical field, his grasp in dealing with government regulations, and his familiarity with his community are assets to the board.
1984
Timothy J. Lemoine
 
59
Construction Consultant
Mr. Lemoine’s vast business experience and considerable knowledge of the construction industry are critical to providing insight to the Company.
2007
William M. Simmons76
Investor, Retired
Mr. Simmon’s entrepreneurial experience and business combined with his family contacts within the communities in which we operate are invaluable to the Company.
1984


Item 2.  Proposal to Approve a Non-binding Advisory Resolution on the Compensation of our Named Executive Officers

 As a result of our participation in the Capital Purchase Program (the “CPP”) of the U.S. Department of the Treasury’s Troubled Asset Relief Program we are subject to the provisions of the Emergency Economic Stabilization Act of 2008 (“EESA”), which was recently amended by the American Recovery and Reinvestment Act of 2009 (“ARRA”) to provide additional executive compensation requirements.
Per the additional requirements defined by the ARRA, we submit to our shareholders a non-binding resolution to approve the compensation of our named executive officers (the “Named Executive Officers” or “NEOs”), as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the executive compensation tables and the other related disclosure.  Shareholders are encouraged to carefully review the executive compensation sections of this Proxy Statement outlining the Company’s executive compensation program.  Accordingly, the Board of Directors hereby submits for shareholder consideration, the resolution set forth below, commonly known as a “say-on-pay proposal,”

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“Resolved, that the shareholders hereby approve the compensation of our named executive officers as reflected in the Proxy Statement for the Annual Meeting and as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, which disclosure includes the Compensation Discussion and Analysis, the compensation tables and all related material in the Proxy Statement.”

The Board of Directors believes that the Company’s compensation policies and procedures are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of shareholders, and, accordingly, recommends a vote in favor of this resolution.

If this resolution is not approved by our shareholders, such a vote shall not be construed as overruling a decision by the Board of Directors or Personnel Committee of the Board, nor create or imply any additional fiduciary duty by the Board of Directors or the Personnel Committee, nor shall such a vote be construed to restrict or limit the ability of our shareholders to make proposals for inclusion in proxy materials related to executive compensation. Notwithstanding the foregoing, the Board of Directors and the Personnel Committee will consider the non-binding vote of our shareholders on this resolution when reviewing compensation policies and practices in the future.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSED RESOLUTION ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Item 3.  Proposal to Amend our Amended and Restated Articles of Incorporation to Increase the Number of Authorized Shares of our Common Stock, $0.10 Par Value Per Share, from 10,000,000 Shares to 30,000,000 Shares
Background
Our Board of Directors is requesting shareholder approval of an amendment to our Articles of Incorporation to increase our authorized number of shares of common stock from 10,000,000 shares to 30,000,000 shares.   This proposal would amend subpart A of Article III of the Articles of Incorporation to read in its entirety as follows with respect to total shares of capital stock authorized:
“A.  Authorized Stock.  The Corporation shall have the authority to issue 35,000,000 shares of capital stock, of which 30,000,000 shares shall be Common Stock, $0.10 par value per share, and 5,000,000 shares shall be Preferred Stock, no par value per share.”
As of March 31, 2010, there were 9,873,744 shares of common stock issued, and 9,723,267 shares outstanding.  In addition, we had 61,368 shares reserved for issuance upon the exercise of outstanding equity incentive awards and 104,384 shares reserved for issuance upon conversion of the warrants held by the U.S. Department of the Treasury (the “Treasury”) that we issued as part of our participation in the CPP.  Accordingly, we have only approximately 111,000 shares of common stock currently available for future issuances.

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Under Louisiana law, we may issue shares of common stock only to the extent such shares have been authorized for issuance under our Articles of Incorporation.  The additional common stock to be authorized by adoption of this proposed amendment would have rights identical to our currently authorized and outstanding common stock.  Adoption of the proposed amendment and issuance of any additional shares of common stock would not affect the rights of the holders of our currently outstanding common stock, except for effects incidental to increasing the number of shares of our common stock outstanding, such as dilution of the voting rights of current shareholders.
Purpose and Effect of the Increase in the Amount of Our Authorized Common Stock
Our Board of Directors believes it is desirable to have additional shares of common stock available to provide additional flexibility to use our capital stock for business and financial purposes in the future.
The additional shares may be used for various purposes without further shareholder approval, subject to applicable laws and NYSE AMEX listing requirements that may require shareholder approval for certain issuances of additional shares.  These purposes may include: raising capital; establishing strategic relationships with other companies; expanding our business through acquisitions; providing equity incentives to our employees and directors; and other purposes.  With so few authorized but unissued shares currently available, the Board is currently limited in its ability to pursue additional capital raises that could be used to further increase our capital position to take advantage of strategic opportunities.  In order to allow for sufficient shares for our public stock offering completed in December 2009 , the Board of Directors suspended any additional grants under our 2007 Omnibus Incentive Plan (the “Incentive Plan”) and released shares previously reserved under the Incentive Plan for distribution in the offering.  The Board of Directors does not anticipate lifting the suspension of grants under the Incentive Plan until the amendment to increase our authorized common stock is approved.  As a result, unless the amendment is approved, the Board’s ability to make equity incentive grants to our officers and employees will be extremely limited, which could make it more difficult for us to recruit and retain personnel.  As a result, the Board of Directors has determined that the proposed amendment to the Articles of Incorporation is desirable and in its shareholders’ best interest.

If the amendment is approved, we expect that the Board will lift the suspension it imposed on grants under the Incentive Plan and will issue awards to our officers and employees, although no awards have been made as of the date of this Proxy Statement.  Other than the anticipated grant of any such awards, shares of common stock currently reserved for issuance under our existing equity incentive plans and upon conversion of our outstanding warrants held by the Treasury, we currently do not have any plans or arrangements to issue additional shares of common stock.

If approved by shareholders at the Annual Meeting, the amendment to increase our authorized common stock will become effective upon the filing of Articles of Amendment to our Articles of Incorporation with the Louisiana Secretary of State, which such filing we expect to make promptly after approval of our shareholders at the Annual Meeting.

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YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE PROPOSAL TO AMEND OUR ARTICLES OF INCORPORATION TO INCREASE OUR AUTHORIZED COMMON STOCK.
Item 4.   Such other matters as may properly come before the meeting or any adjournments

The Board of Directors knows of no other matters to be brought before the shareholders at the meeting.  If other matters are presented for a vote at the meeting, the proxy holders will vote shares represented by properly executed proxies as directed by the Board of Directors.  At the meeting, management will report on our business and shareholders will have the opportunity to ask questions.

Corporate Governance

Shareholder, Board and Committee Meetings. During 20072009 the Board of Directors had twelve12 meetings, and each director attended at least 75% of the total number of meetings held of the Board and committees of which he or she was a member.  While we encourage all Board members to come to annual shareholder meetings, there is no formal policy as to their attendance.  It is a rare occasion, however, when all members are not there.All of our directors attended the 2009 Annual Meeting.

Board Independence.  Each year, our Corporate Governance and Nominating Committee reviewsreview the relationships that each director has with us and with other parties.  Only those directors who do not have any relationships that keep them from being independent within the meaning of applicable American Stock Exchange (“AMEX”)NYSE Amex rules and who the Committee finds have no relationships that would interfere with the exercise of independent judgment in carrying out their responsibilities are considered to be “independent directors.” The Committee reviews a number of factors to evaluate independence, including the directors’ relationships with us and our competitors, suppliers and customers; their relationships with management and other directors; the relationships their current and former employers have with us; and the relationships between us and other companies of which they are directors or executive officers. After evaluating these factors, the Board determined that Messrs. Charbonnet, Davis, Hargroder, Hilliard, Kidd, Lemoine, Pumpelly, Simmons and Tortorice are independent within the meaning of applicable AMEXNYSE Amex and SEC rules.

Leadership Structure and Risk Management.  The Board believes that our leadership structure, with separate persons serving as our Chairman of the Board and CEO, is in the best interests of our shareholders at this time.  We believe this structure recognizes the differences between the two roles.  Our CEO is responsible for setting the strategic direction for the Company and the day-to-day leadership and performance of the Company, while our Chairman of the Board provides guidance to our CEO and sets the agenda and presides over meetings of the full Board of Directors.  We believe that the role of a separate Chairman, who is also an outside director, also helps enhance the independent oversight of management of the Company and helps to ensur e that the Board is fully engaged with the Company’s strategy and how well it is being implemented.


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In addition to the roles outlined above, the Board takes an active role in overseeing the management, operations, risk and soundness of the Company.  The Chairman of the Board and the Audit Committee Chairman serve as voting members of the Special Asset Committee.  In addition, the Chairman of the Company’s Audit Committee also chairs the Company’s Risk Committee.  The Risk Committee assures that the Company and the Bank maintain an effective system for identifying, measuring, monitoring, and controlling entity wide risk.  The Committee also provides for the oversight of the quality and integrity of accounting, financial reporting, risk management, and control practices of the Company.  We believe that such active Board participation strengthens the Company’s operations.

Shareholder Communications.  Shareholders may communicate directly with the Board or the individual chairmen of committees by writing directly to them at P. O. Box 3745, Lafayette, LA  70502. We will forward, and not screen, any mail we receive that is directed to an individual, unless we believe the communication may pose a security risk.

Code of Ethics.  The Board has adopted a Code of Ethics for our directors, officers and employees to promote honest and ethical conduct, full and accurate reporting, and compliance with laws as well as other matters.  A copy of the Code of Ethics is posted on the CorporateInvestor Relations page of our website at www.midsouthbank.com. A printed copy of our Code of Ethics is available to any shareholder that requests it in writing from our Corporate Secretary.

Standing Board Committees.  The Board has an Audit Committee, an Executive Committee, a Personnel Committee, and a Corporate Governance and Nominating Committee.  Each of these committees operates pursuant to a charter.  The charters are available on the Investor Relations page of our website at www.midsouthbank.com.  A printed copy of each charter is also available to any shareholder that requests it in writing from our Corporate Secretary.

Audit Committee.  The responsibilities of the Audit Committee members are Messrs. Davis, Charbonnet, Hilliard, and Kidd and held nine meetingsset forth in 2007.  It is responsible for carrying out theour Audit Committee Charter.  The Board has made a determination that its members satisfy NYSE Amex’s requirements as to independence, financial literacy and experience. The Board has also determined that it is not clear whether any member of the Audit Committee is a “Financial Expert” within the meaning of SEC Rules, but the Board does not feel a Financial Expert necessary in view of the overall financial sophistication of the Audit Committee members.

Executive Committee.  The responsibilities of the Executive Committee members members are Messrs. Charbonnet, Cloutier, Hargroder, Pumpelly, and Tortorice and met eleven timesset forth in 2007.our Executive Committee Charter. Its duties include shareholder relations, Bank examination and Securities and Exchange Commission (“SEC”)SEC reporting.

Personnel Committee.  The responsibilities of the Personnel Committee members are Messrs. Charbonnet, Davis, Hargroder, and Tortorice and met six timesset forth in 2007.our Personnel Committee Charter.  It is responsible for evaluating the performance and setting/approving the compensation of our executive officers and administering our 2007 Omnibus Incentive Compensation Plan.

Corporate Governance and Nominating Committee.  The responsibilities of the Corporate Governance and Nominating Committee members are Messrs. Charbonnet, Hargroder, Hilliardset forth in our Corporate Governance and Simmons and met three times in 2007.Nominating

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Committee Charter.  It helps the Board to make determinations of director independence, assess overall and individual Board performance and recommend director candidates, including recommendations submitted by shareholders.

The following chart details the composition of the Board and its committees and also includes the number of meetings held by each group in 2009:

DirectorIndependent Director
Holding Company
Board
Bank
Board
Committees of the Board
AuditPersonnelExecCorp Gov & Nom
Will Charbonnet Sr.YesChairChairMemberChairChairMember
James R. Davis Jr.YesMemberMemberChairMember  
J.B. Hargroder, M.D.YesVice-ChairVice-Chair MemberMemberChair
Clayton Paul HilliardYesMemberMemberMember  Member
Milton B. Kidd III, O.D.YesMemberMemberMember   
Timothy J. LemoineYesMemberMember    
R. Glenn PumpellyYesMemberMember MemberMember 
William M. SimmonsYesMemberMember   Member
Joseph V. Tortorice, Jr.YesMemberMember MemberMember 
C.R. CloutierNoMemberMember  Member 
Karen L. HailNoMemberMember    
Total Members as of 12/31/200911114554
Number of Meetings Held in 2009121197122
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Director Nominations.It is the Corporate Governance and Nominating Committee’s policy that candidates for director have the highest personal and professional integrity, have demonstrated exceptional ability and judgment, and have skills and expertise appropriate for serving the long-term interest of our shareholders.  While we have not adopted a diversity policy with respect to the composition of our Board, the Corporate Governance and Nominating Committee seeks directors who will contribute to the diversity of the Board (including diversity of skills, background, and experience) in order to help enhance the quality of the Board’s deliberations and decisions.  The Committee’s process for identifying and evaluating nominees is as follows:f ollows:  (1) in the case of incumbent directors whose terms of office are set to expire, the Committee reviews their overall service during their terms, including the number of meetings attended, level of participation, quality of performance, and any related party transactions with us during the applicable time period; and (2) in the case of new director candidates, appropriate inquiries into their backgrounds and qualifications are made after considering the function and needs of the Board.  The Committee meets to discuss and consider such candidates’ qualifications, including whether the nominee is independent within the meaning of AMEXNYSE Amex rules, and then selects a candidate for recommendation to the Board. In seeking potential nominees, the Committee uses its and management’s network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm, although to date it has not done so.

The Committee will consider director candidates recommended by shareholders who follow the procedures set out in Article IV (H) of our Articles described elsewhere.under “Item 1.  Election of Directors” in this Proxy Statement.  It does not intend to alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether the candidate was recommended by a shareholder or otherwise.

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Shareholder Proposals.Eligible shareholders who want to present a proposal qualified for inclusion in our proxy materials for the 2009 annual meeting2011 Annual Meeting must forward such proposal to our Secretary at the address listed on the first page of this Proxy Statement in time to arrive before December 25, 2008.24, 2010.  Proxies may confer discretionary authority to vote on any matter for which we receive notice after March 9, 2011, without the matter being described in the Proxy Statement for our 2011 Annual Meeting.

Section 16(a) Beneficial Ownership Reporting Compliance.The Securities and Exchange Act of 1934 and applicable SEC regulations require our directors, executive officers and ten percent shareholders to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities, and to furnish us with copies of all the reports they file.  To our knowledge, based on a review of reports given us, all required reports were filed timely.timely except for one incident each by Joseph V. Tortorice, Jr. and James R. McLemore in filing of Form 4.

Personnel Committee Interlocks and Insider Participation. The Personnel Committee is composed entirely of independent directors. None of our executive officers has served on the board of directors or compensation committee (or other committee serving an equivalent function) of any other entity, none of whose executive officers served on our Board of Directors or Personnel Committee. None of the members of the Personnel Committee was an officer or other employee of our Company or any of our subsidiaries during 2009, or is a former officer or other employee of our Company or any of our subsidiaries.
___________________

 
-6--13-
 

SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

Security Ownership of Management

The following table shows as of March 31, 2008,2010, the beneficial ownership of our Stockcommon stock by each director and nominee, by each executive officer named in the Summary of Executive Compensation Table below, and by all directors and executive officers as a group.  Unless otherwise indicated, the Stockstock is held with sole voting and investment power.

Name
 
Amount and Nature of Beneficial Ownership(1)
  
Percent of Class
  
Amount and Nature
of Beneficial
Ownership(1)
  
Percent
of Class
 
Will G. Charbonnet, Sr. 161,345(1,2)  2.39%
Will Charbonnet, Sr.  167,747(1,2)  1.73%
C. R. Cloutier 404,278(1,3)  5.96%  408,392(1,3)  4.19%
James R. Davis, Jr. 75,365(4)  1.11%  77,264(4)  0.79%
Karen L. Hail 106,255(5)  1.57%  111,385(5)  1.15%
J. B. Hargroder, M.D. 457,502(1,6)  6.77%  451,408(1,6)  4.64%
Clayton Paul Hilliard 250,987(7)  3.71%  252,079(7)  2.59%
Milton B. Kidd, III, O.D. 241,942   3.58%  242,804   2.50%
Timothy J. Lemoine 24,875(8)  .37%  28,165(8)  0.29%
R. Glenn Pumpelly 15,779   .23%  22,279(1,9)  0.23%
William M. Simmons 215,211(9)  3.18%  221,228(10)  2.28%
Joseph V. Tortorice, Jr. 86,607   1.28%  113,139(1,11)  1.16%
J. Eustis Corrigan, Jr. 9,871(10)  .15%  5,748(12)  0.06%
Donald R. Landry 106,068(11)  1.57%  94,744(13)  0.97%
James R. McLemore  1,000(14)  0.01%
Teri S. Stelly  26,040   0.27%
A. Dwight Utz 16,586(12)  .24%  2,913(15)  0.03%
All directors and executive officers as a group (17 persons) 2,222,111   32.64%
All directors and executive officers as a group (16 persons)
  2,238,492(16)  22.96%

_________________________
_______________
(1)Stock held by our Directors'Directors’ Deferred Compensation Plan & Trust (the “Trust”“DDCP”) is  beneficially owned by its Plan Administrator, our Executive Committee, the members of which could be deemed to share beneficial ownership of all Stock held in the Trust (347,361DDCP (370,857 shares or 5.14%3.81% as of March 31, 2008)2010).  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.DDCP.  Stock held by our Employee Stock Ownership Plan (the “ESOP”) is not included in the table, except that shares allocated  to an individual'sindividual’s account are included as beneficially owned by that individual.  Shares which may be acquired by exercise of currently exercisable options (“Current Options”) are deemed outstanding for purposes of computing the percentage of outstandingoutst anding 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.

(2)Includes 47,82651,826 shares as to which he shares voting and investment power.

(3)Includes 227,927226,527 shares as to which he shares voting and investment power.  Mr. Cloutier's address is P. O. Box 3745, Lafayette, Louisiana 70502.Cloutier and his wife, Brenda Cloutier, have pledged 15,000 shares to Whitney Bank securing a loan in the amount of $300,000 with a balance of $220,174 for their daughter’s daycare business.  Additionally, Mr. and Mrs. Cloutier have pledged 6,979 shares to First National Banker’s Bank to secure a personal loan in the amount of $140,045 with a balance of $73,081.

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(4)Includes 8,998 shares as to which he shares voting and investment power. Mr. Davis has pledged 27,375 shares to Capital One Investments to secure a $250,000 line of credit with a balance of $230,000 as well as a securing a $159,658 loan with a balance of $148,100.

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(5)Includes 1,244 shares as to which she shares voting and investment power.

(6)Includes 404,477 shares as to which he shares voting and investment power.  Dr. Hargroder's address is P. O. Box 1049, Jennings, Louisiana 70546.

(7)Includes 131,303395,800 shares as to which he shares voting and investment power.

(7)Includes 120,303 shares as to which he shares voting and investment power. Mr. Hilliard has pledged 43,672 shares to MidSouth Bank as partial security on a $1,000,000 line of credit with a balance of $0.00.  Additionally, Mr. Hilliard has 15,200 shares in his Morgan Stanley account which serves as collateral for his UBS Line of Credit which has an outstanding balance of $604,221.

(8)Includes 20,53920,733 shares as to which he shares voting and investment power.

(9)Includes 6,09222,279 shares as to which he shares voting and investment power.

(10)Includes 5,7198,365 shares as to which he shares voting and investment power.

(11)Includes 51,46895,985 shares as to which he shares voting and investment power.

(12)Includes 1,5555,448 shares as to which he shares voting and investment power.

(13)Includes 38,082 shares as to which he shares voting and investment power.

(14)Includes 1,000 shares as to which he shares voting and investment power.

(15)Includes 55 shares as to which he shares voting and investment power.

(16)Total reflects 12,157 shares held in Director’s Deferred Compensation Plan & Trust for the benefit of a former director who has not yet received a distribution.
_______________________

 
-8--15-
 

The following table shows the number of shares in the TrustDDCP (see footnote 1 above) and ESOP, and the number of shares subject to Current Options, (options that the named person may exercise in 60 days) that have been included in the above Ownership Table.
Name
 
Trust
  
ESOP
  
Current
Options
 
Will G. Charbonnet, Sr.  49,307   --   -- 
C. R. Cloutier  60,040   40,238   24,816 
James R. Davis, Jr.  38,994   --   -- 
Karen L. Hail  38,507   53,477   -- 
J. B. Hargroder, M.D.  53,025   --   -- 
Clayton Paul Hilliard  22,425   --   -- 
Milton B. Kidd, III, O.D.  17,687   --   -- 
Timothy J. Lemoine  4,336   --   -- 
R. Glenn Pumpelly  --   --   -- 
William M. Simmons  50,826   --   -- 
Joseph V. Tortorice, Jr.  622   --   -- 
J. Eustis Corrigan, Jr.  --   --   19,688 
Donald R. Landry  --   25,507   -- 
A. Dwight Utz  --   2,399   12,813 
ownership table.

Name DDCP  ESOP  
Current
Options
 
Will Charbonnet, Sr.  51,709   --   -- 
C. R. Cloutier  62,966   33,110   24,816 
James R. Davis, Jr.  40,893   --   -- 
Karen L. Hail  40,383   56,731   -- 
J. B. Hargroder, M.D.  55,608   --   -- 
Clayton Paul Hilliard  23,517   --   -- 
Milton B. Kidd, III, O.D.  18,549   --   -- 
Timothy J. Lemoine  7,432   --   -- 
R. Glenn Pumpelly  --   --   -- 
William M. Simmons  53,303   --   -- 
Joseph V. Tortorice, Jr.  4,340   --   -- 
J. Eustis Corrigan, Jr.  --   300   0 
Donald R. Landry  --   27,569   -- 
James R. McLemore  --   0   -- 
Teri S. Stelly  --   22,475   2,888 
A. Dwight Utz  --   2,858   0 

_______________________

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Security Ownership of Certain Beneficial Owners

The following lists as of March 31, 2008,2010, the only persons other than the persons listed in the table above known to us to beneficially own more than five percent of our Stock.

Name and Address of Beneficial Owner
 
Shares Beneficially Owned
  
Percent of Class
 
MidSouth Bancorp, Inc., Employee Stock Ownership Plan,
ESOP Trustees and ESOP Administrative Committee
P. O. Box 3745, Lafayette, LA 70502
  530,462(1)  7.84%
MidSouth Bancorp, Inc., (2)
Directors Deferred Compensation Plan,
Executive Committee
P. O. Box 3745, Lafayette, LA 70502
  347,361   5.14%

Name and Address
Of Beneficial Owner
 
Shares Beneficially
Owned
  
Percent
of Class
 
MidSouth Bancorp, Inc., Employee Stock
Ownership Plan, ESOP Trustees and
ESOP Administrative Committee
P. O. Box 3745, Lafayette, LA 70502
  570,807(1)  5.88%
         
Sandler O’Neill Asset Management, LLC(2)
780 Third Avenue, 5th Floor
New York, New York 10017
  554,900   5.71%
         
Jacobs Asset Management, LLC(3)
One Fifth Avenue
New York, New York  10003
  585,408   6.02%
         
Stichting Pensioenfonds ABP(4)
Oude Lindestraat 70
Postbus 2889, 6401 DL Heerlen
The Kingdom of the Netherlands
  581,900   5.98%
_________________________
___________________
(1)  
The Administrative Committee directs the Trustees how to vote the approximately 4,96619,561 unallocated shares in the ESOP as of  March 31, 2008.2010.  Voting rights of the shares allocated to ESOP participants'participants’ accounts are passed through to them.  The Trustees have investment power with respect to the ESOP'sESOP’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,Irving Boudreaux, a Regional President, and Katherine GardnerBernie Parnell and Brenda Jordan,Susan Benoit, two Bank employees.  The Administrative Committee consists of two Bank employees Polly LeonardMarla Napier and Felicia SavoieMonique Bradberry and Teri S. Stelly.Susan Davis, a Senior Accounting Supervisor.

(2)  
Based on a Schedule 13D/A filed on March 11, 2010.
(2) See Note (1) to the Table of Security Ownership of Management.Based on a Schedule 13G filed on December 28, 2009.
(4)  
Based on a Schedule 13G filed on February 16, 2010.
_________________________

 
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Certain Relationships and Related Transactions

Directors, nominees, and executive officers and their associates have been customers of, and have borrowed from our bank subsidiariesMidSouth Bank in the ordinary course of business, and such transactions are expected to continue in the future.  InAny loans or other extensions of credit made by the opinionBank to such individuals were made in the ordinary course of management, our loan policy is less favorable tobusiness on substantially the same terms, including interest rates and collateral, as those personsprevailing at the time for comparable transactions with unaffiliated third parties and did not involve more than tothe normal risk of collectability or present other customers.unfavorable features.

C. R. CloutierWe do not have a formal policy with respect to the approval of related party transactions, other than our policies with respect to the approval of loans made to directors and his wife, Brenda Cloutierexecutive officers.  However, it is expected that an appropriate committee of the board that is comprised of independent directors will review and, if appropriate, approve any transaction in which the Company is or will be a party and the amount exceeds $120,000, and in which any of the Company’s directors, executive officers or significant shareholders had, has or will have pledged 15,000 shares of our Stocka material interest.  Such transactions will only be approved if they are deemed to Whitney Bank securing a loanbe in the amountbest interest of $284,000 for their daughter's daycare business.  Additionally, Mr.the Company and Mrs. Cloutier have pledged 6,979 shares of our Stock to First National Banker's Bank to secure a personal loan in the amount  of $140,000.its shareholders.

James R. Davis has pledged 27,355 shares of our  Stock to Capital One Investments  to secure a $250,000 line of credit.

C. P. Hilliard has pledged 43,572 shares of our Stock to MidSouth Bank as partial security  on a $1,000,000 line of credit with a balance outstanding of $296,423.
_________________________


 
-10--18-
 

EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis may contain statements regarding future individual and companyCompany performance targets or goals. We have disclosed these targets or goals in the limited context of the Company’sour compensation programs;programs and, therefore, you should not take these statements to be statements of management’s expectations or estimates of results or other guidance. We specifically caution investors not to apply such statements to other contexts.

This Compensation Discussion and Analysis provides insight into the Company’s executiveis intended to assist you in understanding our compensation programs.  It explainsis intended to explain the philosophy underlying our compensation strategy and the fundamental elements of compensation paid to our Chief Executive Officer, Chief Financial Officer, and other individuals included in the Summary Compensation Table (“Named Executive Officers”).  Specifically, this Compensation Discussion and Analysis addresses the following:for 2009.  

·  Objectives of our compensation programs;
·  What our compensation programs are designed to reward;
·  Elements of compensation provided to our executive officers;
­  The purpose of each element of compensation
­  Why we elect to pay each element of compensation
­  How each element of compensation was determined by the Committee
­  How each element and our decisions regarding its payment relate to our goals
·  Process for determining executive officer compensation; and
·  Other important compensation policies affecting our executive officers.

During 2007, the Company began a restructuring process to meet the demands and changes of the business brought on by the rapid growth and increase in size of the Company.  The restructuring process impacted the implementation of changes in Named Executive Officer compensation during 2007, as well as the allocation of various compensation elements to these employees during the past year.  Throughout this document we highlight the specific impact of this process as we discuss the Company’s executive compensation elements and programs.

The Personnel Committee of the Board of Directors (“Committee”) administers our executive compensation programs.  During 2007, the Committee consisted of Will Charbonnet, Sr. (Chairman), James R. Davis, Jr., J. B. Hargroder, M.D., and Joseph V. Tortorice, Jr.  The members of the Committee all qualify as independent, outside members of the Board of Directors in accordance with the requirements of the American Stock Exchange (AMEX), current SEC regulations, and section 162(m) of the Internal Revenue Code.
 
Objectives of Our Compensation Programs
 
The Personnel Committee of the Board of Directors (the “Personnel Committee”) has the responsibility for continually monitoring the compensation paid to our Named Executive Officers (“NEOs”) as well as other executive officers.employees.  The Personnel Committee believes that compensation of our executive officers should encourage creation of stockholdershareholder value and achievement of strategic corporate objectives.  Specifically, the Personnel Committee ensuresis committed to ensuring that the total compensation package for our executive officers will serve to:
 
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·  Attract, retain, and motivate outstanding executive officers whowhom add value to the Companyus based on individual and team contributions;
·  Provide a competitive salary structure in all markets where we operate; and
·  Align the executive officers’ interests with the long-term interests of our shareholders to incent them to enhance shareholder value.
 
What Our Compensation Programs Are Designed to Reward
Our executive officers' compensation is designed to reward short term performance as well as long term performance.  Our policy is to provide a large portionImpact of compensation in cash, including an annual base salary,American Recovery and an opportunity to receive an annual incentive that is basedReinvestment Act of 2009 on basic earnings per share (EPS).  We provide this to keep the executive officers focused on current earnings and stability and to strongly align the executives with the interests of our shareholders.  We also view the annual incentive as a long term performance vehicle because we examine performance measures including credit quality, credit risk management, deposit growth, regulatory compliance, return on equity, and growth in our assets and income when assessing incentive grants to the executive officers.  Credit quality, non accruals, and charge offs are impacted by long term performance such that performance in the current year affects these measures in future years.

Additionally, we have historically provided additional compensation benefits through our 1997 Stock Incentive Plan and our Employee Stock Ownership Plan (ESOP), which keeps the executive officers focused on our long term goals. On a going forward basis, we will continue with our ESOP and will be providing equity compensation through our shareholder approved 2007 Omnibus Incentive Plan.

Over the last several years, our performance has been above average as compared to similarly situated financial institutions, and the compensation programs are designed to reward and promote the continuation of this performance.  We aim to provide a substantial portion of executive officers compensation in the form of performance based compensation through the annual incentive opportunity.  Therefore, the increase in the executive officers compensation over the past few years is based on this exceptional performance.
Process for Determining Executive Officer Compensation
 
•   Role of the Committee and the Executive Officers. The Committee along with the Board of Director’s oversight and approval will annually review and approve goals and objectives relating to compensation of the Chief Executive Officer.  Based on this evaluation, the Committee recommends the Chief Executive Officer’s compensation level to the Board of Directors.  The Committee also consults with the Chief Executive Officer on the compensation levels of the other executive officers.  Based on these discussions, the Committee will recommend, along with the Chief Executive Officer, the other executive officers compensation levels to the Board of Directors.

Additionally, the Committee periodically reviews our incentive plans and other equity based plans.  The Committee reviews, adopts, and submits to the Board of Directors any proposed arrangement or plan and any amendment to an existing arrangement or plan that provides or will provide benefits to the executive officers collectively or to an individual executive officer.  The Committee has sole authority to retain and terminate a compensation consultant or other advisor as the Committee sees appropriate.

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•   Role of the Compensation Consultant.  In making compensation decisions for 2007, the Committee did not have a contractual arrangement with a compensation consultant to advise in setting the amount or determining the form of compensation to the executive officers.

At the end of 2007, the Committee engaged Amalfi Consulting LLC (formerly the Compensation Practice of Clark Consulting) to conduct an overall compensation review of the Company’s top executive employees, including all of the five Named Executive Officers presented in this proxy.  The results of the compensation review will be used on a going-forward basis in making compensation decisions related to the top executive employees of the Company.

In addition to the overall compensation review, Amalfi Consulting LLC assistedJanuary 2009, the Company withreceived $20 million in capital under the creation of plan documents relatedCPP.  The CPP imposes restrictions on executive compensation which are detailed further in the narrative.  We were required to make certain changes to executive compensation programs andarrangements as necessary to comply with the productionprovisions of this proxy filing.  Amalfi Consulting LLC reported directlythe EESA.  These restrictions and prohibitions apply to the Committee on all projects conducted and performed no other services for the Companyvarious officers, as discussed in 2007.greater detail below.

Compensation Philosophy
•   Benchmarking. To ensureWe believe it is in the competitivenessbest interest of our total compensation package, the Committee uses salary survey information from several different nationally recognized surveys that focus on our industryshareholders and region. Specifically, the Company used salary survey information compiled by K G & Associates that included surveys from Watson Wyatt and Mercer.  This information was used to evaluate how comparable institutions are paying their executive management.  In 2007, K G & Associates conducted no other business with the Company.  Along with the data compiled by K G & Associates, the Committee considered data from an additional compensation survey conducted by Scheshunoff Management Services.

In using survey data, we benchmark both base salary and annual incentive.  Long term incentives are not benchmarked because we feel that long term incentives are not part of the basic compensation of the executive officers.  Long term incentives are viewed as an additional opportunity for the executive officer based on the value of our stock price.

Based on our prior year earnings, the total cash compensation paid to the Named Executive Officers, which includes base salary and annual incentive, is approximately at the 75th percentile of compensation market levels as reported by the surveys.

As noted earlier, at the end of 2007 the Committee, in coordination with Amalfi Consulting LLC, conducted an overall review of the executive compensation program.  As part of this review, a peer group of 20 banks comparable to MidSouth in terms of geographic location, asset size, growth and performance was selected. We present the peer group in the table below.  Values reported in the table are as of year-end 2006.

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Benchmarking Peer Group
     Total AssetsAsset GrowthROAAROAE
     2006Y3 Yr2006Y2006Y
 Company NameTickerCityState($000)(%)(%)(%)
1First M&F CorporationFMFCKosciuskoMS1,540,27542.8%0.94%11.4%
2Great Florida BankGFLBACoral GablesFL1,535,981NA0.57%3.7%
3ViewPoint Financial Group (MHC)VPFGPlanoTX1,529,76016.5%0.65%6.8%
4Southern Community Financial CorporationSCMFWinston-SalemNC1,436,46579.8%0.31%3.1%
5BancTrust Financial Group, Inc.BTFGMobileAL1,353,40625.7%1.02%9.7%
6Encore Bancshares, Inc.EBTXHoustonTX1,336,8430.8%0.57%8.3%
7TIB Financial Corp.TIBBNaplesFL1,319,09397.1%0.76%11.4%
8MetroCorp Bancshares, Inc.MCBIHoustonTX1,268,43446.3%1.13%13.6%
9CenterState Banks of Florida, Inc.CSFLWinter HavenFL1,077,10276.9%0.86%7.7%
10Florida Community Banks, Inc.FLCMImmokaleeFL1,016,67793.5%2.31%28.9%
11Peoples Financial CorporationPFBXBiloxiMS964,02366.3%1.40%14.0%
12Pulaski Financial Corp.PULBSaint LouisMO962,460139.8%1.14%15.0%
13Peoples BancTrust Company, Inc.PBTCSelmaAL910,70517.0%0.95%9.5%
14Nexity Financial CorporationNXTYBirminghamAL891,02270.5%0.75%9.8%
15Bank of Florida CorporationBOFLNaplesFL883,102296.7%0.32%2.3%
16First Federal Bancshares of Arkansas, Inc.FFBHHarrisonAR852,47523.4%0.85%9.4%
17Federal Trust CorporationFDTSanfordFL722,96454.4%0.46%6.7%
18United Security Bancshares, Inc.USBIThomasvilleAL646,29613.9%2.24%16.1%
19Auburn National Bancorporation, Inc.AUBNAuburnAL635,1267.6%1.06%14.7%
20Sun American BancorpSAMBBoca RatonFL503,883435.5%0.97%5.1%
 Average   1,069,30584.4%0.96%10.4%
 50th Percentile   990,35054.4%0.90%9.6%
 MidSouth Bancorp, Inc.MSLLafayetteLA805,02286.0%1.08%14.7%

Although we did not use the data from this review to assess or change compensation programs for our Named Executive Officers during 2007, we plan to use the information from the review to make decisions on a going-forward basis for 2008.
Elements of Compensation
We have determined that it is our and our shareholders’ best interestus to provide competitive compensation to attract and retain the most qualified executive officers with demonstrated leadership abilities that will secure our future.  We do this by providing compensation that is tied to our short and long termlong-term performance goals to motivate our executive officers to attain these goals.

The  Our policy is to provide a large portion of compensation in cash, including an annual base salary and an opportunity to receive an annual incentive that is based on earnings per share (“EPS”).  We provide this to keep the executive officers focused on current earnings and stability and to strongly align the executives with the interests of our shareholders.  We target executive salaries at the 50th percentile of the market.  Cash compensation (salary + cash incentives) and direct compensation (cash compensation + equity incentives) are targeted at the 50th percentile of the market when target performance goals are achieved and at the 75th percentile of the market when maximum performance goals are achieved.

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As a participant in the CPP, the Company is subject to certain restrictions and limitations on the compensation it may provide to certain executive officers and other employees.  Accordingly, the Company’s compensation programs must be designed and administered in compliance with these restrictions and limitations for as long as the Company remains subject to them.  Additionally, as a financial institution, we must abide by any other rules, regulations or guidelines that we examine may include credit quality, credit risk management, deposit growth,be imposed by bank regulatory compliance, return on equity, and growthauthorities in our assets and income.the area of compensation.

Elements of Compensation
We have not made any material changes in individual compensation in 20072009 compared to 2006.  In addition, due to possible changes in roles and responsibilities as a result of the restructuring, adjustments to base salary salaries and other compensation elements have been postponed until 2008.

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The elements of compensation used during 20072009 to compensate the executive officers include:
·  
Base Salary;Salary – fixed base pay that reflects each officer’s position, individual performance, experience, and expertise.
·  
Annual Incentives;Incentives – cash awards that vary based upon EPS performance under the Company’s Incentive Compensation Plan (CICP).
·  Retirement Benefits;
Long-term Incentives – equity-based awards (historically stock options) under the 2007 Omnibus Incentive Plan that provide a reward for increases in the stock price.  No equity awards were made in 2009.
·  Health
Retirement Benefits – includes the employee stock ownership plan (ESOP), 401(k) retirement plan, and Insurance Plans;Executive Indexed Salary Continuation Agreements for Mr. Cloutier, Ms. Hail, and Mr. Landry.   Mr. Cloutier and Ms. Hail also participate in the Director Deferred Compensation Plan.
·  Long Term Equity Awards;
Other Compensation – certain executives receive additional benefits and perquisites such as split dollar life insurance, supplemental term life insurance, supplemental disability insurance, company car, moving expenses, uniform allowance, cell phone, board of director fees, and club memberships.


Process for Determining Executive Officer Compensation
•   Role of the Personnel Committee and the Executive Officers. The Personnel Committee administers our executive compensation programs.  The Personnel Committee annually reviews and recommends the levels, performance goals, and strategic objectives, relating to compensation of the Chief Executive Officer to our Board.  Final approval on the CEO’s compensation is made by the full Board.  The Personnel Committee also consults with the CEO on the compensation levels of the other executive officers.  Based on these discussions, the Personnel Committee along with the CEO recommends the compensation levels for the other NEOs to the Board.
The Personnel Committee periodically reviews our incentive plans and other equity based plans.  The Personnel Committee reviews, adopts, and submits to the Board any proposed arrangement or plan and any amendment to an existing arrangement or plan that provides or will provide benefits to the executive officers collectively or to an individual executive officer.  The Personnel Committee has sole authority to retain and terminate a compensation consultant or other advisor as the Personnel Committee deems appropriate.
The Company, through the Personnel Committee, has the sole discretion: (a) to determine whether and to what extent any NEO compensation plans covering the Executive encourage taking unnecessary and excessive risks that threaten the value of the Company; (b) to determine whether

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and to what extent any other employee compensation plans covering the Executive pose risks to the Corporation that should be limited; (c) to determine whether and to what extent any compensation plans covering the Executive encourage the manipulation of reported earnings and; (d) to limit or eliminate any compensation or compensation plan based on these determinations. The Personnel Committee has concluded that the current structure of all of the Company’s employee compensation plans do not contribute to excessive risk taking that could reasonably be expected to have a material adverse effect on the Company.
During 2009, the Personnel Committee consisted of Will Charbonnet, Sr. (Chairman), James R. Davis, Jr., J. B. Hargroder, M.D., Joseph V. Tortorice, Jr., and R. Glenn Pumpelly.  The members of the Personnel Committee all qualify as independent, outside members of the Board in accordance with the requirements of the NYSE Amex, current SEC regulations and section 162(m) of the Internal Revenue Code.
•   Role of the Compensation Consultant.  The Personnel Committee has historically engaged a compensation consultant to provide input on executive compensation issues.  In 2009, the Personnel Committee retained Amalfi Consulting, an independent third-party consulting company specializing in providing compensation consulting services to financial institutions, for the following projects:  overall compensation review for executives, advisory services for CPP, and advisory services for employment agreements.  For these projects Amalfi consultants reported directly to the Personnel Committee.  Amalfi Consulting was engaged by management to conduct a cash compensation review for management.  Amalfi was als o engaged by management and the Personnel Committee to design a new cash and equity incentive plan.
•   Benchmarking.  To ensure the competitiveness of our total compensation package, in 2009 the Personnel Committee engaged Amalfi Consulting to review its executive and officer total compensation, which provided compensation data for four of the NEOs (CEO, CFO, COO, CLO) as well as two other top officers.  This review included data on salary, cash compensation (salary and annual cash incentives), direct compensation (cash compensation and all forms of equity compensation), and total compensation (direct compensation and all other forms of compensation).  The Company’s proxy peer group was established and industry salary surveys were utilized in the report.   The peer group was created based on the following c riteria that we believe reflect companies within our industry with similar size, strategy and geographic locations:
·  Publicly traded financial institutions;
·  Locations in the states of: AL, AR, FL, KS, LA, MO, MS, NC (only SCMF), OK, TN &    TX;
·  ROA greater than .20%;
·  ROE greater than 2.0%;
·  NPAs/Assets less than 5%;
·  $400 million - $3 billion in assets; and
·  Perquisites.Comparable business model and performance results.

Below is a discussion of each elementShaded banks were used in our prior peer group, and were determined to still be an appropriate peer comparison.  Prior peers that did not meet the criteria listed above were removed.
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  CompanyTickerCityState 
Total
Assets
2008Y
($000)
  
Total
Assets
LTM 9/2009
($000)
  
ROAA
LTM
9/2009
(%)
  
ROAE
LTM
9/2009
(%)
  
NPAs/ Assets
LTM 9/2009
(%)
 
 1 Southside Bancshares, Inc.SBSITylerTX  2,700,238   2,941,563   1.69   26.55   0.75 
 2 Great Southern Bancorp, Inc.GSBCSpringfieldMO  2,659,923   3,726,996   1.74   22.26   1.73 
 3 Home BancShares, Inc.HOMBConwayAR  2,580,093   2,631,736   0.37   2.90   1.97 
 4 Southern Community Finan’l Corp.SCMFWinston-SalemNC  1,803,778   1,725,341   -2.88   -36.14   2.36 
 5 TIB Financial Corp.TIBBNaplesFL  1,610,114   1,717,622   -1.71   -25.92   7.07 
 6 First M&F CorporationFMFCKosciuskoMS  1,596,865   1,676,469   -2.26   -26.09   6.05 
 7 Encore Bancshares, Inc.EBTXHoustonTX  1,587,844   1,600,720   -0.62   -5.32   2.83 
 8 MetroCorp Bancshares, Inc.MCBIHoustonTX  1,580,238   1,629,732   -0.28   -2.93   4.05 
 9 Wilson Bank Holding CompanyWBHCLebanonTN  1,406,786   1,441,111   0.83   8.98   1.03 
 10 CenterState Banks, Inc.CSFLDavenportFL  1,333,143   1,783,823   -0.13   -1.13   3.61 
 11 First Citizens Bancshares, Inc.FIZNDyersburgTN  927,502   942,567   0.92   10.79   1.43 
 12 First Farmers and Merchants Corp.FFMHColumbiaTN  911,137   931,474   0.78   6.78  NA 
 13 Peoples Financial CorporationPFBXBiloxiMS  896,408   888,482   0.52   4.47   3.15 
 14 Cass Information Systems, Inc.CASSBridgetonMO  885,228   1,033,395   1.83   15.14   0.38 
 15 First Guaranty Bancshares, Inc.FGYHHammondLA  871,432   934,928   0.69   9.31   1.14 
 16 Citizens Holding CompanyCIZNPhiladelphiaMS  766,047   819,338   0.96   10.37   1.68 
 17 Auburn National Bancorporation, Inc.AUBNAuburnAL  745,970   786,042   0.41   5.72   1.75 
 18 United Security Bancshares, Inc.USBIThomasvilleAL  668,002   695,226   0.85   7.20   4.84 
 19 Landmark Bancorp, Inc.LARKManhattanKS  602,213   603,921   0.48   5.56   2.33 
 20 First Bancshares, Inc.FBMSHattiesburgMS  474,824   485,889   0.32   3.80  NA 
   Average     1,330,389   1,449,819   0.23   2.12   2.68 
   25th Percentile     845,086   871,196   -0.17   -1.58   3.50 
   50th Percentile     1,130,323   1,237,253   0.50   5.64   2.15 
   75th Percentile     1,600,177   1,719,552   0.87   9.58   1.49 
   MidSouth Bancorp, Inc.MSLLafayetteLA  936,815   947,830   0.48   5.01   1.73 
   Percent Rank     47%  42%  47%  45%  65%
•   Pay Level and Benchmarking Process.  To evaluate executive pay, the Personnel Committee considers data collected on external competitive levels of compensation listed above, includingand internal relationships within the purpose of each element of compensation, why we elect to pay each element of compensation, how each element of compensation was determined by theexecutive group.  The Personnel Committee and how each element and ourmakes decisions regarding individual executives’ target total compensation opportunities based on the paymentneed to attract, motivate and retain an experienced and effective management team.
Although the Personnel Committee gains considerable knowledge about the competitiveness of the Company’s compensation programs through the benchmarking process and by conducting periodic studies, the Personnel Committee recognizes that each element relatefinancial institution is unique and that significant differences between institutions in regard to our goals.executive compensation practices exist.
According to the report provided by Amalfi Consulting, salaries for the CEO, CFO, CLO and COO were 8% below the 50th percentile on average and total compensation amounts were at the market 50th percentile on average.  However, the Personnel Committee noted that total compensation includes cash incentive awards that the CEO is no longer eligible to receive due to CPP participation. The primary data source used in evaluating competitive market levels for the NEOs was the customized peer group shown in the table above.  This information was supplemented with banking industry survey data from Amalfi Consulting, Watson Wyatt, American Banker’s Association, Ban k Administration Institute, and Crowe Chizek.

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Recent proposed guidance by regulatory entities such as the Federal Reserve and Treasury coincided with the Personnel Committee’s continued evaluation of the total compensation for the executives and officers.  In late 2009, the Board decided to restructure the CEO’s total compensation going forward to be weighted more toward base salary based on the findings of the 2009 Amalfi Consulting study.  A comparison of total CEO compensation provided by Amalfi Consulting showed Mr. Cloutier’s base salary to be 33% below competitive market levels as compared to the Company’s peer group.  As a result, the Personnel Committee approved an increase in the CEO’s base salary from $200,000 to $325,000, effective January 1, 2010.  In accordance with applicable Treasury regulations, Mr. Cloutier will not receive any cash incentive awards.  Relative to the Company’s peer group, his 2010 cash compensation ($325,000 + $0 cash incentive) is near the 50th percentile.  
•   Base Salary. Although we favor the use of incentive compensation, we believe it is necessary and prudent to pay a portion of total compensation in the form of a competitive fixed base salary.  We believe the payment of a fixed base salary to our executive officers helps maintain productivity by minimizing anxiety thatproviding a financial or industry slump could impair their personalguaranteed and family planning.dependable base amount of income.

It is our goal to set base salary to reflect the role and responsibility of the executive officer over time and to comfortably meet the executive’s needs.  Base salary, although not directly connected to performance, is essential to compete for talent and our failure to pay a competitive base salary could harm our ability to recruit and retain management.  Base salary was initially determined by analyzing base salaries of comparable executives in the marketplace and considering the abilities, qualifications, accomplishments, prior work experience, and cost of living of the executive officer.

When setting base salary levels, the Personnel Committee takes into account the total direct cash compensation amount targeted for each executive.  Essentially, base salary is established by determining the amount of money, in combination with the anticipated amount of annual incentive, that was necessary to attract and retain top caliber executive officers.  Therefore, adjustments to base pay levels are made with careful consideration to the total compensation provided to our executive officers.

BaseIt is also our goal to set specific base salary adjustments are generally considered annually in December on a discretionary basislevels which appropriately reflect the role and take into accountresponsibility of the executive officer’s individual performance overofficer.  Therefore, the Personnel Committee also considers the abilities, qualifications, accomplishments, prior year,work experience, and cost of living of the executive officer when determining the final recommendation to the Board.  Salary changes from 2008 to 2009 are shown in the executive officer’s responsibilities, our performance, and market levels of compensation.

In December of 2005 and 2006, the Committee recommendedtable below.  Due to the Board 2006 and 2007current economic environment, no base salary increases were made in 2009.  The 2010 salary for the Chief Executive Officer andCEO is explained in consultation with the Chief Executive Officer 2006 and 2007 basetext above.  To date, no other 2010 salary for the other executive officers except for Mr. Corrigan’s 2006 base salary.  Mr. Corrigan was hired during 2006 and his base salary for 2006 was set by the Chief Executive Officer and approved by the Committee upon his hire date.


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Base salary for 2006 and 2007 for each of the Named Executive Officers is as follows:

  2006 Base Salary  
2007 Base
Salary
  
%
Increase
 
C.R. Cloutier $196,000  $200,000   2.0%
J. Eustis Corrigan Jr. $165,000  $175,000   6.1%
Karen L. Hail $149,595  $157,000   5.0%
Donald R. Landry $139,552  $147,000   5.3%
A. Dwight Utz $98,348  $112,000   13.9%

The 13.9% increase for Mr. Utz reflects both an increase in job responsibility occurring in 2007, and a market pay adjustment.  The 6.1% increase for Mr. Corrigan is based upon terms of his employment agreement associated with his hire in 2006.  Other increases reflect normal merit and market adjustments.

As noted earlier, due to the restructuring activities of the Company decisions on bases salary adjustment for 2008 have not been determined.  Once base salary decisions have been made for the new salaries will be made effective retroactively to January 1, 2008.other NEOs.

Named Executive Officer 2008 Base Salary  2009 Base Salary  2010 Base Salary  % Increase 2009 to 2010 
C.R. Cloutier $200,000  $200,000  $325,000   62.5%(1)
Karen L. Hail $157,000  $157,000  TBD  na 
Donald R. Landry $154,000  $154,000  na  na 
James R McLemore na  $195,000  $210,000   7.7%
Teri S Stelly na  $88,644  TBD  na 

(1)  As noted above, Mr. Cloutier’s 2009 base salary was 33% below competitive market levels.  In accordance with applicable Treasury regulations, Mr. Cloutier will not                      receive any cash incentive awards.  Relative to the proxy peer group, his 2010 cash compensation ($325,000 + $0 cash incentive) is near the 50th percentile.
•  Annual Incentives.   AnnualCash incentives are provided tounder the executive officers through the2009 Company’s Incentive Compensation Plan (CICP).

Company’s Incentive Compensation Plan (CICP)
Annual incentivesCICP are primarily designed to reward increased shareholder value as well as to focus the executive officers on our goals for a particular year and to reward executive officers upon achievement of those goals.  We believe annual

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incentives are an important element of executive officers’ compensation because they provide the incentive and motivation to lead us in achieving success. The 2009 annual incentive under the CICP is tied to basic earnings per share (EPS)(“EPS”) and makes up a very significant part of the executive officer’s compensation.  If the executive officer is ableThe CEO did not participate in this plan in 2009 due to significantly improve our performance then the executive officer will have a significant increase in annual incentive for the year.  If the performance is below expectations then the executive officer will have a reduction in compensation.CPP restrictions.

We use a system of annual incentives to reward the executive officers quarterly based on EPS.  Before the beginning of each year, the Personnel Committee awards each executive officer a specified number of phantom shares of our stock.shares.  Annual incentive is determinedincentives are calculated on a quarterly equal toschedule and are based upon the number of phantom shares timesawarded to the officer at the start of the year, multiplied by our basic EPS for the quarter.  Sixty percent of the amount determined at each quarter is paid each quarter andat that time, with the remaining balance is paid at the end of the year, provided we were profitable for the entire year.  If we are not profitable for the year (i.e., the fourth quarter results in a large loss) then the balance that was held back will not be paid.

The number of phantom shares granted each year is generally considereddetermined by December based upon the number of shares awarded in Decemberthe past year, and the impact of the award on a discretionary basis andtotal compensation levels for the executive officer in the coming year.  The determination of award levels takes into account the executive officer’s individual performance compared to the prior year, his or her importance to us, and our overall financial performance.  The granting of phantom shares as the annual incentive in lieu of awarding cash bonuses is preferred by the Personnel Committee.

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In December of 2006 and 2007,2008, the Personnel Committee granted phantom shares for 2007 and 2008 to each of2009 which resulted in the Named Executive Officers.  Phantom shares were grantedpayouts presented in the table below.  Due to the Named Executive Officers for 2007current economic environment and 2008 as follows:

  Phantom Share Grants 
Named Executive Officer 2007  2008 
 # of Shares  
Dollar Value Earned(1)
  # of Shares  
Dollar Value Estimate(1)
 
C.R. Cloutier  125,000  $173,750   131,250  $175,875 
J. Eustis Corrigan Jr.  37,500  $52,125   39,375  $52,763 
Karen L. Hail  62,500  $86,875   65,625  $87,938 
Donald R. Landry  45,000  $62,550   47,250  $63,315 
A. Dwight Utz  27,549  $38,293   28,926  $38,761 
(1) Both earned and estimated amounts based upon a 12/31/2007 basic undiluted EPS value of $1.34.  The share numbersour financial performance in 2009, there were adjusted during 2007 to reflect a 5% stock dividend on September 19, 2007.  Theno increases in the number of shares from 2008 levels.  Amounts are prorated for 2007 representsMr. McLemore due to his mid-year start date.  Mr. Utz only received a first quarter payout due to his mid-year termination of employment.   This plan will terminate after the amount2009 plan year.

Phantom Stock Grants 
  2009 
 
 
Name
 
# of
Shares
  
Target
$0.83 EPS
  
Earned at
Year-End
$0.51 EPS
 
C.R. Cloutier na  na  na 
Karen L. Hail  65,625  $54,469  $33,469 
Donald R. Landry  47,250  $39,218  $24,098 
James R McLemore  39,375  $16,538(1) $11,813 
Teri S Stelly  21,838  $18,126  $11,137 
A. Dwight Utz  28,926  $24,009  $3,298 

(1) Mr. McLemore’s target is prorated due to his mid-year hire date.

In 2010, we plan to implement a new incentive plan that is based upon specific annual company-wide, regional, department, and individual performance objectives for each officer.  Award opportunities for each officer will be set as a percentage of shares allocatedsalary with award amounts split equally between cash and restricted stock.  For the cash component of the incentive plan, the intent is to provide a plan that is based on industry best practices and to provide motivation for each officer to achieve both goals relative to overall Company performance and goals related to their specific job

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function.  This plan will also help us mitigate risk with each officer having three company-wide goals versus one goal in the prior plan.  Having multiple goals helps ensure there is an appropriate balance of objectives as compared to a focus on one goal that could lead to performance sacrifices in other areas.  The restricted stock component is not performance-based, but vests 100% at the beginningend of thethree years.  Mr. Cloutier is not eligible for this plan year. The 2008 numbers reflect the impact of the 5% stock dividend.due to CPP restrictions.

•   Long TermLong-term Equity Awards. Salary and annual incentives tend to reward shorter term goals; however, it is important to focus on long term performance, which is why we have historically granted stock options.  A stock option only rewards the executive if our stock price increases over a period of time. Due to the restructuring activities of the Company, the Committee did not award stock options to any of the Named Executive Officers in 2007.  All long-term equity award programs will be reviewed during 2008.

The Company did make contributions to the ESOP in 2007 on behalf of the Named Executive Officers.  It is our belief that executive officers need to have a significant interest tied to long term performance and increasing shareholder value.  We believe the best way to accomplish this is through stock ownership of the Company.  We encourage executive officers to own stock and provide the following programs to encourage stock ownership. We describe our employee stock ownership plan, our 1997 Stock Incentive Plan, and our 2007 Omnibus Incentive Compensation Plan below.

Employee Stock Ownership Plan:  To encourage ownership by all employees and therefore tie their interest to the interests of the shareholders, we established an employee stock ownership plan (“ESOP”) in 1986.  The ESOP covers all employees who meet minimum age and service requirements. We make annual contributions to the ESOP in amounts as determined by the Board of Directors.

1997 Stock Incentive Plan:  In addition to the ESOP, we have periodically granted stock options to executive officers and other senior employees.  Our policy has been to grant stock options to executive officers to ensure that they have options currently outstanding.  To the extent that the executive officer has unvested options outstanding, we feel that the executive officer is tied to our long term performance and will only grant additional awards to the extent that all awards are vested. We have historically granted to executive officers stock options that vest 20% per year over a 5 year period.  During 2007, this equity-based incentive plan was replaced with the shareholder approved omnibus incentive plan described below.

2007 Omnibus Incentive Plan: In 2007, we received shareholder approval for an Omnibus Incentive Plan.

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No equity awards were made under this plan in 2007.   This plan provides the Companyus with flexibility in the design and implementation of long-term equity award programs.  Under this plan the Personnel Committee may award a variety of forms of equity such as restricted stock, stock appreciation rights, and performance shares.  For details on the plan please refer to the Company’s 2007 Proxy filed on May 30, 2007.

Stock option grants always have an exercise price equal to our stock price at the time they are awarded. We never engaged in the back-dating ofHistorically stock options nor have we retroactively modified ourhad been granted on a discretionary basis.  A stock option awards.only rewards the executive if the stock price increases over a period of time.  No equity awards were made under this plan in 2009 due to financial performance .

We grantIn 2010, the Company is considering restricted stock options upon hiregrants to limit dilution of an executive officer, upon exceptional achievement, orcurrent shareholders and to ensure that an executive officer has outstanding unvested options.  We did not provide any additional long term compensation underlong-term retention of key executives.  Similar to past practices, grants would be made on a discretionary basis depending on the Stock Incentive Plan in 2007

We believe that stock options areoverall financial performance of the preferable method of incenting and rewarding long term performance because stock options provide incentive to increase shareholder value and serve as a good retention vehicle for the Named Executive Officers.

•   Perquisites. The Company provided the following perquisites in 2007 to certain executive officers:
­  Company car;
­  Moving expenses;
­  Country club membership;
­  Health club membership;
­  Dinner club membership; and
­  Supplemental long-term disability and life insurance.

The total cost for all of these perquisites was approximately $38,000.  We provide further details on perquisites in a supplementary table following the Summary Compensation Table in this document.

The Named Executive Officers are all eligible to receive additional perquisites if the Committee so determines. We view certain perquisites as beneficial to us as well as compensation to the executive officers.  For example, the club memberships are regularly used in the general course of our business such as for business meetings or entertaining.  The Company cars are used primarily for business purposes.Company.

•   Retirement Benefits.  We do not have a defined benefit pension plan.  However, executiveExecutive officers are eligible to participate in our 401(k) retirement plan, which is a Company-wide,company-wide, tax-qualified retirement plan.  The intent of this plan is to provide all employees with a tax-advantaged savings opportunity for retirement.  We sponsor this plan to help employees in all levels of the Company save and accumulate assets for use during their retirement.  As required, eligible pay under this plan is capped at Internal Revenue Code (IRC)(“IRC”) annual limits.  We make annualNo matching contributions to the 401(k) retirement plan on behalf of the executive officers.were made in 2009.

We have entered into Executive Indexed Salary Continuation Agreements with Mr. Cloutier, Ms. Hail, and Mr. Landry.   The agreements provide that upon the executive officer reaching normal retirement age the executive officer will receive payment of amounts as defined in the agreement and presented in the narrative of the Nonqualified Deferred Compensation section of this document.  Due to his voluntary resignation in 2010, Mr. Landry will receive the balance in his pre-retirement account paid out in equal annual installments over a ten-year period beginning at age 65.  Details are presented in the Potential Payments Upon Termination Or Change Of Control section of this document.

To encourage ownership by all employees and therefore tie their interest to the interests of the shareholders, we established an employee stock ownership plan (“ESOP”) in 1986.  The ESOP covers all employees who meet minimum age and service requirements. Amounts of annual contributions to the ESOP are determined on a discretionary basis by the Board.  We made contributions to the NEOs ESOP accounts during 2009 (see footnote six to the Summary Compensation Table).
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•   HealthOther Compensation.   Certain executives receive additional benefits and perquisites such as split dollar life insurance, supplemental term life insurance, supplemental disability insurance, company car, moving expenses, uniform allowance, cell phone, board of director fees, and club memberships.

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We maintain split dollar insurance arrangements with Mr. Cloutier, Ms. Hail and Mr. Landry.  Each arrangement provides benefits to the executive officer’s designated beneficiary in the event of the executive officer’s death.  Due to his resignation, Mr. Landry is no longer eligible for this arrangement.
We provide Mr. Cloutier, Ms. Hail and Mr. Landry with a supplemental Term Life Insurance Plans. Policy payable to a beneficiary of their choice and a supplemental long-term disability policy.  Due to his resignation, Mr. Landry is no longer eligible for this arrangement.
We view certain perquisites as beneficial to us as well as compensation to the executive officers.  For example, the club memberships are regularly used in the general course of our business such as for business meetings or entertaining.  Company cars are used primarily for business purposes.
The executive officers are eligible to participate in Company-sponsored benefit plans sponsored by us on the same terms and conditions as those generally provided to salaried employees. Basic health benefits, dental benefits, and similar programs are provided to make certain that access to healthcare and income protection is available to our employees and the employee’s family members.  The cost of Company-sponsoredour benefit plans are negotiated with the providers of such benefits and the executive officers contribute to the cost of the benefits.
•   Employment Agreements.  Until March 2010, we maintained an employment agreement with our Senior Executive Vice President, Ms. Karen L. Hail.  As of April 1, 2010, in connection with her new role as Director of Asset Procurement, Ms. Hail’s employment agreement is no longer in effect; however, we have agreed to continue to provide her with materially the same level of compensation and benefits that she was entitled to receive under her employment agreement.  We expect to enter into an employment agreement with our Chief Financial Officer, Mr. McLemore, in 2010.  We will enter into a new employment agreement with an executive officer or a potential candidate only when the Board believes it is in the Company& #8217;s best interest in order to attract or retain an exceptional employee and the terms of which agreement are limited to those the Board believes necessary based on market conditions.

The Company maintains a split dollar insuranceUnder her new employment arrangement, with Mr. Cloutier, Ms. Hail and Mr. Landry.  The arrangement provides benefitswill continue to the executive officer’s designated beneficiaryreceive a minimum annual base salary, term life insurance in the eventamount of the executive officer’s death.

Additionally, we provide Mr. Cloutier, Ms. Hail and Mr. Landry with a supplemental Term Life Insurance Policyfour times annual base salary payable to a beneficiary of theirher choice, disability insurance of not less than two-thirds of annual base salary, an automobile furnished by us (including insurance, gasoline, and other routine maintenance), membership at a supplemental long-term disability policy.  We provide additional detailshealth club, and membership at a dinner club.
Executive Compensation Limitations under EESA, ARRA and the Securities Purchase Agreement
Under EESA, the ARRA and the Securities Purchase Agreement entered into between the Company and the Treasury, the Company will be subject to certain restrictions with respect to the compensation of its Senior Executive Officers and other specified employees until such time as the Treasury ceases to own any equity or debt securities acquired from the Company pursuant to the CPP (the “Securities”). The specific impact of the restrictions and limitations continue to evolve, and issuance of regulations by the Treasury have helped to define the new restrictions and limitations on the benefits providedCompany’s compensation practices. It is the Company’s intent to fully comply with applicable regulations as issued by the Treasury, FDIC, SEC and any other governing body.  In addition, it is the

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intent of the Company to comply with recently distributed guidance from the Federal Reserve Board (“FRB”) and FDIC with respect to sound incentive compensation policies.
For purposes of these restrictions, “Senior Executive Officers” or “SEOs” are defined under these policiesthe applicable SEC rules as (1) the principal executive officer (“PEO”), (2) the principal financial officer (“PFO”), (3) the three most highly compensated executive officers other than the PEO and PFO, (4) any additional employees serving in the Potential Payments Upon Terminationrole of PEO or Change in Control section.

•   Compensation Mix.PFO and (5) two additional individuals who would have been included but for the fact they were not serving as officers at the end of the last fiscal year. The Company incorporates a significant portionhas determined the following Named Executive Officers of the NEOs compensationCompany constitute “SEOs”:  Mr. Cloutier, Ms. Hail, Mr. Landry, Mr. McLemore, Ms. Stelly, Mr. Corrigan, and Mr. Utz, and they are the same group of executives included in the formCompany’s defi nition of Named Executive Officers.
Unnecessary and Excessive Risk.  In accordance with the regulatory restrictions and guidance, the Company has taken the following steps to prevent incentivizing SEOs from taking unnecessary and excessive risks that threaten the value of the Company during the period the Treasury holds the Securities:
—  
the Personnel Committee (i) by 90 days after the purchase under the CPP must review the SEOs’ incentive and bonus compensation arrangements with the senior risk officer (or other personnel that act in a similar capacity) to ensure that the SEO incentive arrangements do not encourage SEOs to take such unnecessary and excessive risks and (ii) must make reasonable efforts to limit any features of the SEOs’ incentive arrangements that would lead the SEO to take such unnecessary and excessive risks;
—  the Personnel Committee must meet at least annually, while the Treasury holds the Securities, with the senior risk officer to review the relationship between the institution’s risk management policies and the SEO incentive arrangements;
—  the Personnel Committee, comprised entirely of independent directors, must meet at least semi-annually, while the Treasury holds the Securities, to discuss and evaluate employee compensation plans in light of an assessment of any risk posed from such plans; and
—  the Personnel Committee must certify in the Personnel Committee Report included in this Proxy Statement that it has completed the reviews discussed in the prior two bullet points.
General Prohibition.  ARRA included an additional compensation standard prohibiting the use of any compensation plan that encourages manipulation of reported earnings.
Prohibition on Bonus, Retention Awards or Incentive Compensation.  During the period the Treasury holds the Securities, the Company will be prohibited from paying or accruing any bonus, retention award or incentive compensation to the most highly compensated employee, (“MHCE”), for the applicable period.  These restrictions do not apply to “long term” restricted stock that (1) does not “fully” vest while the Securities remain outstanding, (2) has a value that is one-third or less of the total amount of annual incentives.  As noted earlier,compensation of the annualemployee receiving the restricted stock and (3) is subject to such other terms and conditions as the Treasury may determine is in the public interest.
Clawbacks.  Any incentive planor bonus payments paid to a SEO and the next twenty most highly-compensated employees during the period that the Treasury holds the Securities must be subject to a “clawback” if the payments were based on materially inaccurate financial statements or any other materially inaccurate financial performance metric criteria.

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Golden Parachute Payment Prohibition.  The Company may not make any “golden parachute payments” to SEOs or the next five most highly compensated employees during the period the Treasury holds the Securities. For these purposes, the term “golden parachute payment” generally means any payment to a subject individual made on account of any termination from employment.
Deduction Limitations.  EESA also applies an amended deduction limitation under Section 162(m) of the Internal Revenue Code to the Company for the period that Treasury holds the Securities.  Under this new deduction limitation, the deduction limit for remuneration paid to SEOs during any taxable years was reduced from $1 million to $500,000.  The $500,000 deduction limit is tiedcomputed without regard to earnings per share“performance-based compensation” and providescertain deferrals of income.
Limitation on Luxury Expenditures.  ARRA requires the Board, during the period that the Treasury holds the Securities, to have in place a strong link betweenCompany-wide policy prohibiting excessive or luxury expenditures, as identified by the Treasury.
CEO and CFO Certifications of Compliance.  ARRA requires the CEO and CFO to provide to the SEC, written certifications of compliance with the EESA and AARA executive compensation and shareholder interests.  In addition, when determining compensation levels the Committee takes into consideration all the elements of compensation to arrive at a total compensation amount.corporate governance requirements.

In the figures on the following page, we present the actual pay mix results during 2006 and 2007 for each of our NEOs.  Because Mr. Corrigan was hired in mid-2006, we only present his first complete year of employment at the Company.

Compensation Mix C.R. Cloutier     Compensation Mix J. Eustis Corrigan, Jr.
 
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Compensation Mix Karen L. Hail   Compensation Mix Donald R. Landry Compensation Mix A. Dwight Utz

Other Important Compensation Policies Affecting Executive OfficersAs the Personnel Committee reviews the Company’s compensation arrangements going forward, it will continue to take into account, and the Company will comply with, the restrictions set forth in EESA and ARRA and related regulations, as they are promulgated.
 
•   Financial Restatement.  Currently, the Committee does not have an official policy governing retroactive modifications to any cash or equity based incentive compensation paid to the executive officers where the payment of such compensation was predicated upon the achievement of specified financial results that were subsequently the subject of a restatement.  However, weWe adhere to Section 304 of the Sarbanes-Oxley Act of 2002 which requires that if a company is forced to restate its financials the company’s Chief Executive Officer and Chief Financial Officer must give back certain incentives basedincentive-based or equity basedequity-based compensation received.

We have never retroactively modified incentivesEach of the NEOs has signed a compensation modification agreement that specifies any awards made under the CICP plan are subject to “clawback,” or equity based compensation for our employees.repayment, to the Company should the bonus be paid on statements of earnings, gains, officer statements, loan criteria, or any other criteria that are later proven to be materially inaccurate regardless of whether or not the Company or the officer is “at fault.”

The Company’s Incentive Compensation Plan pays out quarterly based on our EPS for each quarter; however, only 60% of the value is paid out.  The remaining 40% is held back until after year-end earnings have been determined.  If there is a decline in earnings for the year, amounts held back may not be paid to the executive officers as the annual incentive is based on our EPS.

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•   Stock Ownership Requirements.  The Personnel Committee does not maintain a policy relating to stock ownership guidelines or requirements for our executive officers.  The Personnel Committee does not believe it is necessary to impose such a policy on the executive officers.  Currently, the Named Executive Officers,NEOs, as a group, hold a substantial portion of the Company’sour stock.  If circumstances change, the Personnel Committee will review whether such a policy is appropriate for itsour executive officers.

•   Trading in the Company’s Stock Derivatives.  The Personnel Committee does not have a policy prohibiting executive officers from purchasing or selling options on our stock, engaging in short sales with respect to our stock,  or trading in puts, calls, straddles, equity swaps or other derivative securities that are directly linked to our  stock.  We are not aware that any of the executive officers

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have entered into these types of arrangements.

•   Tax Deductibility of the Named Executive Officers’ Incentive and Equity Compensation.  Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation over $1.0 million paid to a corporation’s Chief Executive Officer and the four other most highly compensated executive officers.

In connection with the compensation of our executive officers, the Personnel Committee is aware of section 162(m) as it relates to deductibility of qualifying compensation paid to executive officers. The Personnel Committee believes that compensation to be paidearned in 20072009 will not exceed the deductibility limitations on non-excluded compensation to certain executive officers.

•   Employment Agreements.  We have entered into employment agreements with our Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer.  We will enter into a new employment agreement with an executive officer or a potential candidate only when it is essentialCPP participants are subject to attract or retain an exceptional employee.  Any employment agreement with an executive officer must be approved by the Boardprovisions of Directors and should have as short a term as possible and provide as few terms and conditions as are necessary to accomplish its purpose.

Allsection 162(m)(5) of the employment agreements have trigger events that provideInternal Revenue Code which limits the deduction of compensation to $500,000 per year for the payment of severance to the executive officer upon certain termination events.  We have included these trigger events in the employment agreements to provide a safe harbor so that the executive officer can provide services to  us without being concerned about his/her employment.

SEOs.  Compensation covered by this limitation includes incentive compensation and deferred compensation.  We do not maintain a separate severance planbelieve that compensation provided in 2009 surpasses the $500,000 level for any of our executive officers.  Severance benefits for our executive officers are limited to those as set forth in the respective executive officer’s employment agreement with us.

Set forth below are the general terms and conditions of each of the employment agreements.  Each executive has the right to voluntarily terminate his/her employment at any time.
___________________SEOs.
 
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General
C.R. Cloutier - Chief Executive Officer
Karen L. Hail - Chief Operating Officer
Each employment agreement is a one-year written agreement and is automatically extended for one year every year thereafter, unless written notice of termination is given by any party to the agreement not later than 60 days before the end of the year.  Under Mr. Cloutier's and Ms. Hail's agreement, each of them receive a minimum annual base salary, term life insurance in the amount of four times annual base salary payable to a beneficiary of his or her choice, disability insurance of not less than two-thirds of annual base salary, an automobile furnished by the Company (including insurance, gasoline, and other routine maintenance), membership at a health club, and membership at a dinner club.

In the event that we terminate Mr. Cloutier’s or Ms. Hail's employment or do not extend the agreement, each will be entitled to severance pay equal to annual base salary at the time of termination.  We will not be obligated to pay any severance pay in the event that he or she terminates voluntarily or is removed by a regulatory body.

Upon a change in control of the Company, Mr. Cloutier or Ms. Hail each has the right to resign employment for Good Reason and receive as severance pay a sum equal to annual base salary immediately prior to the change in control, payable in twelve equal installments.  Good Reason is deemed to occur upon one of the following events:


(1)a reduction in the salary or benefits of the executive officer in effect before the effective date of the change in control or within two years after the effective date of the change in control;
(2)a requirement that executive officer move his residence out of Lafayette, Louisiana;
(3)a requirement that executive officer engage in excessive business travel (i.e., travel of more than 75 miles from Lafayette, Louisiana for more than an average of seven business days per month) as part of his job duties; or
(4)the executive officer’s office is moved outside of the Lafayette MSA.

None of the executive officers is entitled to receive a Gross-Up payment in the event that he or she is subject to section 280G excise tax pursuant to a change in control of the Company.

J. Eustis Corrigan, Jr. - Chief Financial Officer
Mr. Corrigan’s employment agreement provides that he will receive a minimum annual base salary and is eligible to receive all standard benefits provided by us to other employees in positions comparable to his position.  We are required to reimburse him for his COBRA premiums being paid in connection with his separation of employment from his previous employer until the date that he becomes eligible to participate in our group health insurance programs.  In addition, Mr. Corrigan received an initial grant of 30,000 phantom shares under the Incentive Compensation Plan and 15,000 stock options under our Stock Incentive Plan.  These amounts have been adjusted accordingly for the 5:4 stock split on October 24, 2006, and the 5% stock dividend on September 19, 2007.  We are required to provide him with either a health club membership or a country club membership.  The agreement also provides for the reimbursement of moving expenses incurred by Mr. Corrigan in moving from Texas to Lafayette and a signing bonus of $10,000.  Both the moving expense reimbursement and signing bonus are earned over a three-year period beginning upon date of hire.

-22-
Upon the occurrence of a change in control of the Company during the first five years of Mr. Corrigan’s employment, Mr. Corrigan shall receive a sum equal to two times his annual base salary plus his prior year annual incentive payable in equal installments over twenty-four months in the event that his employment is involuntarily terminated by the Company.

•   Tax and Accounting Implications.  We consider the tax and accounting implication regarding the delivery of different forms of compensation.  We believe that the most efficient form of compensation for the executive officers is cash and, therefore, place a greater emphasis on cash compensation over other forms (i.e., equity).
 
COMPENSATION•   §409A Compliance.  All compensation plans and other relevant documents comply with Internal Revenue Code - Section §409A requirements.

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PERSONNEL COMMITTEE REPORT
 
The Personnel Committee of the Company has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) or SEC Regulation S-K with management. Based upon such review, the related discussions and such other matters deemed relevant and appropriate to the Personnel Committee, the Personnel Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement to be delivered to shareholders.

SubmittedThe Personnel Committee has reached the conclusion, through a comprehensive risk assessment, that the compensation programs and practices at the Company do not encourage employees, including the named executive officers, to take unnecessary and/or excessive risk that would threaten the value of the Company.  The risk assessment included various discussions, reviews, and evaluations of the Company’s compensation plans and practices.  The most recent risk assessment was completed and approved by the Personnel Committee:Committee on March 10, 2010.  Certification of the completion of the risk assessment has been filed with the Chief Compliance Officer of the Office of Financial Stability at the Department of Treasury as required.

Will Charbonnet Sr., Chairman
James R. Davis, Jr.
J. B. Hargroder, M.D.
Joseph V. Tortorice, Jr.The risk assessment reviewed the following plans:

·  
Annual Incentives –2009 Company’s Incentive Compensation Plan (“CICP”)
·  
Long-term Incentives –2007 Omnibus Incentive Plan
·  
Retirement Benefits –Employee Stock Ownership Plan (“ESOP”), 401(k) Retirement Plan, Executive Indexed Salary Continuation Agreements, and Director Deferred Compensation Plan (which is applicable to the SEOs that also serve as directors)

All of the above plans are discussed in the detail in the “Compensation Discussion and Analysis” section preceding this report.

In conducting its risk assessment with respect to each of the plans listed above, the Personnel Committee considered (a) the mix of base salary and incentive compensation for the SEO and employees to determine that the ratio was balanced to avoid potential risk payment to receive the incentive awards; (b) the amount of equity incentives granted under the plan to ensure that the plans did not over emphasize equity grants; and (c) the Company’s stock ownership requirements that encourage the participants under these plans, primarily SEOs, to think long-term and align their interests with our shareholders.
The Committee believed that the features in the plans for the SEOs and other employees that may have encouraged risk taking have been limited by the Committee’s practice of tying cash incentive payments to targets established by the Personnel Committee.  To limit potential risk taking, the Personnel Committee established what it considered reasonable performance goals, capped payouts under incentive awards and avoided steep payout changes at the various payout levels.  In addition, the Personnel Committee considered that the base salaries for the SEOs continue to be the majority of their cash compensation.  The Committee believes that this further reduces potential unnecessary or excessive risk-taking as such compensation is not at risk by the SEO.  In addition, the performance goals establ ished under the CICP separates the SEOs potential compensation from such

 
-23--30-
 

 
items as quarter-to-quarter earnings goals or analysts’ estimates and short-term stock performance which could be more subject to manipulation and could encourage short-term risk taking in order to artificially manipulate short-term performance.  Going forward, incentive compensation will be based on multiple, identified goals based on the company’s growth and performance as a business. This focus on MidSouth Bank’s success in its home markets will help to ensure that the SEOs have a long-term view and ensure that manipulation of short-term earnings or other short-term metrics would not enhance their compensation.

The Personnel Committee also certifies that:

·  It has reviewed with the senior risk officer the senior executive officer (“SEO”) compensation plans and has made all reasonable efforts to ensure that these plans do not encourage SEOs to take unnecessary and excessive risks that threaten the value of the Company;
·  It has reviewed with the senior risk officer the employee compensation plans and has made all reasonable efforts to limit any unnecessary risk these plans pose to the Company; and
·  It has reviewed the employee compensation plans to eliminate any features of these plans that would encourage the manipulation of reported earnings of the Company to enhance the compensation of any employee.
Submitted by the Personnel Committee:
Will Charbonnet Sr., Chairman
James R. Davis, Jr.
J. B. Hargroder, M.D.
Joseph V. Tortorice, Jr.
R. Glenn Pumpelly

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RISK COMMITTEE REPORT

The Risk Committee hereby certifies that it has reviewed the senior executive officer (as defined in U.S. Treasury regulations) (“SEO”) compensation arrangements as well as other employee compensation arrangements, to the extent applicable, and has made reasonable efforts to ensure that such arrangements do not encourage SEOs or other employees to take unnecessary and excessive risks that threaten the value of MidSouth Bancorp, Inc.  The nature of the SEOs compensation arrangements and other employee compensation measures reviewed, including equity based compensation, non-equity compensation tied to earnings, salary and the employee stock ownership program contributions appear reasonably tied with the positive long-term performance and value of the company and do not appear to create risks that are reasonably like ly to have an adverse effect on the company nor to encourage manipulation of reported earnings to enhance the compensation of any employee.  It also appears that none of the compensation aggregates reviewed is near the deduction limit, for federal income tax purposes, for compensation for covered SEOs.

 Submitted by the Risk Committee:
James R. Davis, Jr., Risk Committee Chairman
Teri S. Stelly, Controller
George Shafer, Compliance
Arleen Bodin, Security
Glenda Montet, Risk Manager
Karen Penny, Loan Review
Jay Angelle, Legal Counsel
Larry Miller, Auditor
Michael Leatherman, Loan Review Officer/Special Assets Manager


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SUMMARY COMPENSATION TABLE

The Summary Compensation Table below displaysfollowing table sets forth compensation received from the total compensation awarded to, earnedCompany for the fiscal year ended December 31, 2009, by or paid to the Named Executive Officers for 2006 and 2007.  All amounts shown below are in dollars.Company’s NEOs.

Name and Principal PositionYear 
Salary
 ($)
  
Bonus
($)
  
Stock Awards
($)
  
Option  Awards(3)
 
($)
  
Non-Equity Incentive Plan Compensation (4)
 
($)
  
Change in Pension Value and Nonqualified Deferred Compensation Earnings (5)
 
($)
  
All Other Comp.(6)
 
($)
  
Total
($)
 
(a)
(b)
 
(c)
  
(d)
  
(e)
  
(f)
  
(g)
  
(h)
  
(i)
  
(j)
 
C.R. Cloutier, President & Chief Executive Officer                         
2006 $196,000  $0  $0  $10,069  $163,339  $0  $80,216  $449,624 
2007 $199,833  $0  $0  $4,127  $173,750  $0  $85,133  $462,843 
J. Eustis Corrigan Jr., EVP & Chief Financial Officer                                 
2006 $85,038(1) $3,333(2) $0  $13,108  $24,750  $0  $14,140  $140,369 
2007 $174,584  $3,333(2) $0  $24,650  $52,125  $0  $12,097  $266,789 
Karen L. Hail, Senior Executive VP & Chief Operating Officer                                 
2006 $149,595  $0  $0  $4,833  $82,250  $0  $61,900  $298,578 
2007 $156,709  $0  $0  $1,981  $86,875  $0  $67,995  $313,560 
Donald R. Landry, Executive VP & Chief Lending Officer                                 
2006 $139,552  $0  $0  $4,028  $57,733  $0  $36,414  $237,727 
2007 $146,708  $0  $0  $1,651  $62,550  $0  $35,513  $246,422 
A. Dwight Utz, Senior VP & Retail Executive Manager                                 
2006 $98,348  $0  $0  $5,373  $44,346  $0  $10,172  $158,239 
2007 $112,000  $0  $0  $1,942  $38,293  $0  $10,428  $162,663 

Name and
Principal Position
Year 
Salary
 ($)
  
Bonus
($)
  
Stock Awards
($)
  
Option Awards
($)
  
Non-Equity Incentive Plan Compensation
($) (5)
  
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
  
All Other Comp.
($) (6)
  
Total
($)
 
(a)(b) (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j) 
C. R. Cloutier
President & Chief Executive Officer 
2009  200,000   0   0   0   0   0   91,550   291,550 
2008  200,000   100   0   0   108,938   0   90,970   400,008 
2007  199,833   0   0   0   173,750   0   85,133   458,716 
Karen L. Hail
Senior Executive VP & Chief Operations Officer
2009  157,000   0   0   0   33,469   0   73,492   263,961 
2008  157,000   100   0   0   54,469   0   75,533   287,102 
2007  156,709   0   0   0   86,875   0   67,995   311,579 
Donald R. Landry
Senior Executive VP & Chief Lending Officer
2009  154,000   0   0   0   24,098   0   34,196   212,294 
2008  154,000   100   0   0   39,218   0   34,443   227,761 
2007  146,708   0   0   0   62,550   0   35,513   244,771 
James R. McLemore
Senior Executive VP & Chief Financial Officer (1)
2009  91,625   50,000   0   0   11,813   0   35,086   188,524 
                                 
Teri S. Stelly
Senior VP & Controller (2)
2009  83,173   10,000   0   0   11,137   0   6,266   110,576 
                                 
J. Eustis Corrigan, Jr.
Former Senior Executive VP & Chief Financial Officer (3)
2009  19,609   0   0   0   0   0   430   20,039 
2008  190,000   3,434   0   0   32,681   0   18,902   245,017 
2007  174,584   3,333   0   0   52,125   0   12,097   242,139 
A. Dwight Utz
Former Senior VP &
Chief Retail Officer (4)
2009  52,123   0   0   0   3,298   0   965   56,386 
2008  121,000   100   0   0   24,009   0   11,129   156,238 
2007  112,000   0   0   0   38,293   0   10,428   160,721 
____________________________________________

(1)
Mr. CorriganMcLemore was hired effective June 12, 2006 with a base salary of $165,000.  Base salary above reflects amounts from beginning of his employment through December 31, 2006

(2)Mr. Corriganon July 13, 2009.  He received a $10,000$50,000 signing bonus upon the start of his hire in 2006.  He will earn this bonus ratably over a three-year period beginning on his hire date.

(3)Reflects compensation expense recognized for financial statement reporting purposes for 2006 and 2007 computed in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004) Share Based Payment (“FAS 123R”), disregarding the estimate of forfeitures related to service-based vesting conditions, with respect to awards granted in 2006 and in prior years.employment.
(2)  
Assumptions used inMs. Stelly acted as the calculation of this amount are included in footnote 11interim CFO from January 15, 2009 to our audited financial statements for 2006 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC"), footnote 1 to our audited financial statements for 2004 included in the Company’s Annual Report on Form 10-K filed with the SEC and footnoteJuly 12, to the audited financial statements for 2003 included in our Annual Report on Form 10-KSB filed with the SEC.2009.

(3)  
Mr. Corrigan resigned on January 15, 2009.
(4)
AmountsMr. Utz resigned on May 15, 2009.
(5)  
2009 amounts paid out pursuant to our Incentive Compensation Plan for awardsphantom shares granted in December 2005 for 2006 consist of phantom shares granted of 124,118 to Mr. Cloutier, 62,500 to Ms. Hail, 43,870 to Mr. Landry, and 24,579 to Mr. Utz.  Grants of phantom shares for 2006 have been adjusted2008 for the 5:4 stock split on October 24, 2006.2009 plan year.  The phantom shares paid out based on the basic undiluted earnings per share of $1.316 on year-ending 12/31/2006.  In 2006, Mr. Utz earned $12,000 per the terms of a Supplemental Incentive Compensation plan based upon deposit and loan goals. This was the last year of Mr. Utz’s participation in the Supplemental Incentive Compensation plan.
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Pursuant to Mr. Corrigan’s employment agreement, he was granted 37,500 phantom shares upon his hire date, which has been adjusted for the 5:4 stock split on October 24, 2006.  Mr. Corrigan’s phantom shares paid out based on a value of $0.66, the combined 3rd quarter and 4th quarter earnings per share for the 2006 calendar year.
Amounts paid out pursuant to our Incentive Compensation Plan for awards granted in December 2006 for 2007 consist of phantom shares granted of 129,664 to Mr. Cloutier, 38,899 to Mr. Corrigan Jr., 64,832 to Ms. Hail, 46,679 to Mr. Landry, and 28,577 to Mr. Utz.  Phantom share amounts have been adjusted from numbers awarded on December 31, 2006 to account for the 5% stock dividend on September 19, 2007.  The phantom shares paid out $1.34,$0.51, the basic undiluted earnings per share for the year-ending 12/31/2007.2009.  Mr. McLemore only received payouts for the last two quarters of 2009.  Mr. Utz only received a payout for the first quarter of 2009.

(5)
(6)  
The Company does not provide pension2009 all other compensation for the NEOs includes the total of the benefits and there were no above market earnings on deferred compensationperquisites listed in 2006 or 2007.the table below.
 
(6)We provide details on the amounts reported for “All Other Compensation” in the supplementary table below.
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All Other 
C.R. Cloutier,
President & Chief Executive Officer
  J. Eustis Corrigan Jr., EVP & Chief Financial Officer  
Karen L. Hail,
Senior Executive VP & Chief Operating Officer
  Donald R. Landry, Executive VP & Chief Lending Officer  
A. Dwight Utz, Senior VP &
Retail Executive Manager
 
  Compensation 2006  2007  2006  2007  2006  2007  2006  2007  2006  2007 
Auto Expense(1)
 $103  $169   --   --  $1,764  $1,487  $896  $731  $476  $493 
Board of Director Fees(2)
 $41,700  $47,100   --   --  $30,400  $37,750  $8,225  $7,125   --   -- 
Cell Phone/PDA $1,740  $1,960  $614  $1,149  $572  $572  $867  $1,115  $828  $1,076 
Club Membership/Dues(3)
 $3,697  $2,980  $7,239  $3,830  $1,205  $1,205  $3,863  $4,489  $1,064  $1,197 
Employer 401K Contribution $1,371  $1,817  $0  $0  $1,371  $1,058  $1,005  $727  $858  $1,064 
Company Contribution to Indexed Salary Continuation Plan Pre-Retirement Account (4)
 $10,721  $10,880   --   --  $10,079  $10,274  $8,649  $8,841   --   -- 
ESOP Contributions $10,024  $9,136  $0  $3,990  $10,024  $9,136  $8,842  $8,407  $6,511  $6,098 
Excess Life/COBRA Reimbursement(5)
  --   --  $3,659  $0   --   --   --   --   --   -- 
Housing/Relocation (6)
  --   --  $2,628  $2,628   --   --   --   --   --   -- 
Imputed Income from Split-Dollar Life Insurance $660  $662   --   --  $587  $615  $466  $477   --   -- 
Supplemental Life Insurance $2,932  $3,161   --   --  $659  $659  $772  $772   --   -- 
Supplemental Long-Term Disability Insurance $6,768  $6,768   --   --  $4,739  $4,739  $2,329  $2,329   --   -- 
Uniform Allowance $500  $500  $0  $500  $500  $500  $500  $500  $435  $500 
Total $80,216  $85,133  $14,140  $12,097  $61,900  $67,995  $36,414  $35,513  $10,172  $10,428 
Name Auto Expense ($)  
Board of Director Fees
($)
  
Cell
Phone/
PDA
($)
  
Club Member-
ship
($)
  
Company Contribution - Executive Indexed Salary Continuation Plan
($) (7)
  
ESOP Company Contrib-
ution
($)
  Imputed Income - Split Dollar Life Insurance ($)  
Supplemental
Life
Insurance Premiums
($)
  
Supplemental
Long-Term Disability Insurance Premiums
($)
  Uniform Allowance ($)  Housing/ Relocation ($)  
Total
($)
 
C. R. Cloutier  198   54,875   1,581   3,089   11,574   9,140   664   3,161   6,768   500  na   91,550 
Karen L. Hail  1,469   42,200   836   677   11,421   7,620   663   3,367   4,739   500  na   73,492 
Donald R. Landry  941   3,575   1,042   4,667   9,886   7,176   507   3,285   2,617   500  na   34,196 
James R. McLemore  645  na   508   610  na  na  na  na  na   166   33,157   35,086 
Teri S. Stelly na  na   503   1,234  na   4,029  na  na  na   500  na   6,266 
J. Eustis Corrigan, Jr na  na   111   319  na  na  na  na  na  na  na   430 
A. Dwight Utz na  na   457   508  na  na  na  na  na  na  na   965 
_________________________
___________________
In 2010, the Company determined that the EISCP for each officer was under-accrued.  The shortfall will be an additional accrual in 2010 of $7,667 for Mr. Cloutier, $6,296 for Ms. Hail, and $5,407 for Mr. Landry.
 
 
(1)  The Company provides automobiles for Mr. Cloutier, Ms. Hail, Mr. Landry and Mr. Utz. Amounts reported are reflective of the personal-use levels of this perquisite.
(2)  Reflects annual cash fees for serving on the Board.  We provide further details on the fees paid to directors in the Director Compensation section of this proxy.
(3)  We provide reimbursement for the annual expense of membership(s) per the terms of each employee’s employment agreement.
(4)  Reflects the annual accrued benefit liability for the pre-retirement accounts under the plan.
(5)  Provided to Mr. Corrigan as a one-time payment under the terms of his employment agreement.
(6)  The relocation expenses provided to Mr. Corrigan were paid in 2006; however under the terms of his employment agreement, the amount paid is earned on an annual basis over a three-year period.  Therefore, amounts reported in this table and in the Supplementary Compensation Table are prorated over the three years in which they are earned.
___________________


-25-

GRANTS OF PLAN BASEDPLAN-BASED AWARDS
 
The Grants of Plan Based Awards Tabletable discloses the total number of non-equity incentive based plan shares granted for the 2009 plan year and the payout opportunity for 2009.  No equity awards actuallywere granted in 2007.  There were no grants of equity incentive plan awards during 2007.  The Grants of Plan Based Awards Table should be read in conjunction with the Summary Compensation Table.  The Summary Compensation Table reflects the portion of stock option awards made in previous years recognized for financial statement reporting purposes during 2007.2009.
 

    Non-equity Incentive Plan  
Estimated Future Payouts Under Non-Equity Incentive Plan Awards (2)
 
 
 
Name
 
 
Grant Date
 
Awards:
Number of Units or Other Rights (1)
  
Threshold
($)
  
Target
($)
 
Maximum
($)
(a) (b)    (c)  (d) (e)
C. R. Cloutier 12/31/2008 na   0  na na
Karen L. Hail 12/31/2008  65,625   0   54,469 na
Donald R. Landry 12/31/2008  47,250   0   39,218 na
James R. McLemore 7/31/2009  39,375   0   16,538 na
Teri S. Stelly 12/31/2008  21,838   0   18,126 na
A. Dwight Utz 12/31/2008  28,926   0   24,009 na
_________________________
      Estimated Future Payouts Under Non-Equity Incentive Plan Awards
Name
Grant Date
 
Non-Equity Incentive Plan Awards:
Number of Units or Other Rights(1)
  
Threshold
($)
  
Target(2)
($)
 
Maximum
($)
(a)(b)    (c)  (d) (e)
C.R. Cloutier12/31/2007  131,250  $0  $175,875  
J. Eustis Corrigan, Jr.12/31/2007  39,375  $0  $52,763  
Karen L. Hail12/31/2007  65,625  $0  $87,938  
Donald R. Landry12/31/2007  47,250  $0  $63,315  
A. Dwight Utz12/31/2007  28,926  $0  $38,761  

___________________

(1)
Amounts granted pursuant to the Company’sour Incentive Compensation Plan as described in the Compensation Discussion & Analysis.  Grants determined and awarded in December 20072008 for the 20082009 calendar year.
year with the exception of Mr. McLemore.  His shares were granted on July 31, 2009 and his target is prorated due to his July 13, 2009 hire date.

(2)
Threshold is $0.00 based upon basic earnings per share value of $0.00.  Target is based on the December 31, 20072009 basic earnings per share of $1.34$0.83 times the number of non-equity incentive plan awards granted for 2008.2009. Maximum values cannot be provided since payouts are based directly upon earnings per share with no cap applied.  The actual award earned for 2009 is reported in the Summary Compensation Table.
___________________


 
-26--34-
 

 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR ENDYEAR-END
 
The Outstanding Equity Awards at Fiscal Year End Tabletable reflects each Named Executive Officer’sNEOs unexercised option award holdings at December 31, 20072009 on an individual award basis.  There were no restricted stock awards outstanding as of December 31, 2007.2009.


  Options Awards
Name 
Number of Securities Underlying Unexercised Options Exercisable
(#)
  
Number of Securities Underlying Unexercised Options Unexercisable
(#)
  
Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options
(#)
  
Options Exercise Price
($)
 Option Expiration Date
Date Grant Fully Vests(1)
(a) (b)  (c)  (d)  (e) (f) 
C.R. Cloutier  24,193   0   0  $7.77 02/28/200802/28/2003
C.R. Cloutier  24,814   0   0  $6.55 05/31/201205/31/2007
J. Eustis Corrigan Jr.  3,938   15,750   0  $22.48 06/21/201606/21/2011
Karen L. Hail  11,911   0   0  $6.55 05/31/201205/31/2007
A. Dwight Utz  9,925   0   0  $5.59 07/1/201107/1/2006
A. Dwight Utz  1,588   397   0  $8.62 02/10/201302/10/2008
A. Dwight Utz  541   361   0  $19.68 02/27/201402/27/2009


___________________

(1)  All options listed above vest at a rate of 20% per year over a five year period from the date of grant.

___________________

 
  Options Awards Stock Awards  
Name Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable 
Equity Incentive Plan Awards Number of Securities Underlying Unexercised Unearned Options
(#)
 
Options
Exercise Price
($)
 Option Expiration Date 
Number of Shares or Units of Stock That Have Not Vested
(#)
 
Market Value of Shares or Units of Stock That Have Not Vested
($)
 
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#)
 
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
 
Date Equity Fully Vests (1)
(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)  
C. R. Cloutier 24,816 0 0 6.55 5/31/2012  na na  na na 5/31/2007
Teri S Stelly 1,985 0 0 8.62 2/10/2013  na na  na na 2/10/2008
Teri S Stelly 903 0 0 19.68 2/27/2014  na na  na na 2/27/2009
-27-_________________________
 
(1) All options listed above vest at a rate of 20% per year over a five year period from the date of grant.

 
OPTION EXERCISES AND STOCK VESTED
 
The Option Exercises and Stock Vested Table provides theNEOs did not exercise options or have shares of restricted stock options exercised by each of the Named Executive Officers during 2007.vest in 2009.

  Option Awards  Stock Awards 
Name 
Number of Shares Acquired on Exercise
(#)
  Value Realized upon Exercise ($)  
Number of Shares Acquired on Vesting
(#)
  
Value Realized on Vesting
($)
 
(a) (b)  (c)  (d)  (e) 
C.R. Cloutier  23,343  $535,022(1)  0  $0 
J. Eustis Corrigan Jr.  0  $0   0  $0 
Karen L. Hail  11,167  $215,858(2)  0  $0 
Donald R. Landry  3,970  $67,808(3)  0  $0 
A. Dwight Utz  0  $0   0  $0 


___________________

(1)     Reflects the difference between $26.28, the closing price of the stock on 2/1/07, and $3.36, the exercise price of the options.

(2)     Reflects the difference between $27.10, the closing price of the stock on 2/23/06, and $7.77, the exercise price of the options.

(3)     Reflects the difference between $23.63, the closing price of the stock on 7/13/07, and $6.55, the exercise price of the options.

___________________

 
-28-
 

PENSION BENEFITS
 
The Company does not provide employees with any pension retirement benefits to the Named Executive Officers.reportable under this table.  The Company has entered into an Executive Indexed Salary Continuation AgreementAgreements with Mr. Cloutier, Ms. Hail and Mr. Landry.  The agreements provide benefits to the executive officers upon reaching normal retirement ageNEOs are considered defined contribution plans and are categorized as a nonqualified deferred compensation benefit.  We discuss the details of this arrangement and present the amounts inreported under the Nonqualified Deferred Compensation section below.Table.

-35-

 
NONQUALIFIED DEFERRED COMPENSATION TABLE
 
The Company providesNonqualified Deferred Compensation table reflects the activity during the 2009 calendar year for each of the NEOs eligible for our deferred compensation benefit plans.
Name Plan 
Executive Contributions in
Last Fiscal Year
($)
  
Registrant Contributions
in Last Fiscal Year
($)
  
Aggregate
Earnings
in Last Fiscal Year
($)
  
Aggregate Withdrawals/
Distributions
($)
  
Aggregate
Balance
at Last Fiscal Year
($)
 
(a)   (b)  (c)  (d)  (e)  (f) 
C. R. Cloutier DDCP  0   0   90,874   0   875,241 
C. R. Cloutier EISCP  0   11,574   0   0   83,032 
Karen L. Hail DDCP  0   0   58,273   0   561,324 
Karen L. Hail EISCP  0   11,421   0   0   70,767 
Donald R. Landry EISCP  0   9,886   0   0   60,237 
_________________________
(1)  
DDCP is the Director’s Deferred Compensation Plan which is invested in our common stock.  Earnings are based on the stock dividends during the year.  Dividends paid on the common stock are credited to each account and are used to purchase additional shares of common stock.
(2)  
EISCP is the Executive Indexed Salary Continuation Plan.  The amounts presented reflect contributions to the balances held in the pre-retirement accounts associated with the plan.  There are no credited earnings applied to the balances held in these pre-retirement accounts.  

For 2009, we provided Mr. Cloutier, Ms. Hail, and Mr. Landry with an Executive Indexed Salary Continuation Agreement which establishes a Pre-Retirement Account.pre-retirement account.  Upon the executive officer reaching normal retirement age, he or she will receive payment of the Pre-Retirement Accountpre-retirement account made in annual installments over 10 years.  The Pre-Retirement Accountpre-retirement account has been established as a liability reserve account on our books for the benefit of the executive officer.  The account is increased or decreased each year by an amount equal to the Index (annual earnings/loss for the year determined by the aggregate annual after-tax income as if potential life insurance contracts were purchased on the effective date of the agreement) less the cost of funds expense for that year (sum of the amount of premiums set forth in the potential life insurance contracts purchased on the effective date of the agreement, plus the amount of any after-tax benefits paid to the executive officer plus the amount of all previous years after-tax costs of funds expense and multiplying the sum by the average after-tax cost of funds of the Company’sour third quarter call report for the year as filed with the Federal Reserve).

If the executive officer voluntarily terminates or we terminate the executive officer (not for cause) prior to normal retirement age, the executive officer will be entitled to receive 20% times the number of full years he or she has served from the date of the agreement (to a maximum of 100%) times the balance in the Pre-Retirement Account (as described above).  The benefit is payable over 10 years in equal installments beginning on the date the executive officer reaches normal retirement age.

If the executive officer dies before having received the full balance of the Pre-Retirement Account, the unpaid balance will be paid in a lump sum to the executive officer’s designated beneficiary.

In the event of a change of control of the Company and the executive officer’s employment is terminated, the executive officer receives the benefits as promised under the agreement upon attaining normal retirement age as if he/she had been continuously employed by us through normal retirement age.  Please refer to the Potential Payments Upon Termination or Change of Control section of this document for details of payouts under various termination scenarios.  The nonqualified deferred compensation amounts deposited in the Pre-Retirement Accounts is included the table which follows.

In addition to the deferred compensation provided under the Executive Indexed Salary Continuation Agreement, we provide a Director’s Deferred Compensation Plan to all Company directors, including Named Executive OfficersNEOs serving on our Board.  Mr. Cloutier and Ms. Hail are the only Named Executive Officers with a balance in this deferred compensation plan.  We provide details on this plan within the Compensation of Directors section of this proxy.

-29-
The Nonqualified Deferred Compensation Table reflects the activity during the 2007 calendar year for each of the Named Executive Officers eligible for the Company’s deferred compensation benefits.

Nonqualified Deferred Compensation
Name
Type of Nonqualified Compensation Plan(1), (2)
 Executive Contributions in Last Fiscal Year ($)  Registrant Contributions in Last Fiscal Year ($)  
Aggregate Earnings in Last Fiscal Year
($)
  
Aggregate Withdrawals/
Distributions ($)
  
Aggregate Balance at Last Fiscal Year
($)
 
(a)  (b)  (c)  (d)  (e)  (f) 
C.R. CloutierDDCP $0  $0  $-257,327  $0  $1,394,129 
C.R. CloutierEISCP $0  $10,880  $0  $0  $60,502 
Karen L. HailDDCP $0  $0  $-165,034  $0  $894,133 
Karen L. HailEISCP $0  $10,274  $0  $0  $48,972 
Donald R. LandryEISCP $0  $8,841  $0  $0  $41,395 

___________________

(1)  DDCP is the Director’s Deferred Compensation Plan.  Deferred Compensation Plan is invested in MidSouth common stock. On January 1, 2007 stock price was $29.22 per share. On December 31, 2007 stock price declined to $23.22 per share resulting in a loss of earnings and a decline in the aggregate balance in these deferred accounts during 2007.  Dividends paid on the common stock are credited to each account and are used to purchase additional shares of common stock.

(2)  EISCP is the Executive Indexed Salary Continuation Plan.  The amounts presented reflect contributions or subtractions from the balances held in the pre-retirement accounts associated with the plan.  There are no credited earnings applied to the balances held in these pre-retirement accounts.  We also present the amounts contributed to these plans in the supplemental table on All Other Compensation provided in the footnotes to the Summary Compensation Table.
___________________

 
-30--36-
 

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL

This section discussesThe discussion and tables below reflect the incrementalestimated amount of compensation that each of the NEOs would be payable by the Companyentitled to each Named Executive Officer in the event of his or her termination of employment under various scenarios (“such executive’s employment.  The amounts shown assume a termination events”) including voluntary resignation, involuntary termination, termination without causedate of December 31, 2009.  Amounts do not include compensation and benefits available to all of the Company’s general employees on a non-discriminatory basis.  The ARRA prohibits all golden parachute payments (with the exception of benefits already earned or for Good Reason in connection with a change in control, terminationaccrued, and payments in the event of disability, terminationa death or disability) to NEOs for CPP participants.  In the tables below, we show both the payments allowed as a CPP participant and potential payments after the Company no longer has CPP funds.

Compensation and/or
Benefits Payable
Upon Termination
 Early Retirement/ Voluntary Resignation  
Involuntary Termination
for Cause
  Involuntary Termination Without Cause  Termination in Connection with a Change in Control (Without Cause or for Good Reason)  
Termination
in the Event
of Disability
  
Termination
in the Event
of Death
 
C.R. Cloutier 
Supplemental Life Insurance Death Benefit $0  $0  $0  $0  $0  $400,000 
Supplemental Long-Term Disability Benefit(1)
 $0  $0  $0  $0  $194,738  $0 
Executive Indexed Salary Continuation Benefit(1)
 $85,817  $0  $85,817  $109,574  $85,817  $90,699 
Split-Dollar Life Insurance $0  $0  $0  $0  $0  $461,430 
Total $85,817  $0  $85,817  $109,574  $280,555  $952,129 
Total Allowable Per ARRA Restrictions $85,817  $0  $85,817  $85,817  $280,555  $952,129 
_________________________
(1)  
Present value of benefit calculated using 120% of the semi-annual compounded short-term Applicable Federal Rate (“AFR”) as of December 2009 (0.83%).
Upon voluntary resignation and in the event of death, andinvoluntary termination in the event of retirement.  In accordance with applicable SEC rules, the following discussion assumes:

  (i)         that the termination event in question occurred on December 31, 2007; and

  (ii)      with respect to calculations based on our stock price, we used $23.22, which was the reported closing price of one share of the Company’s common stock on December 31, 2007, the last business day of 2007.

Pursuant to applicable SEC rules, the analysis contained in this section does not consider or include payments made to a Named Executive Officer with respect to contracts, agreements, plans or arrangements to the extent they do not discriminate in scope, terms or operation, in favor of executive officers of the Company and that are available generally to all salaried employees, such as the Company’s 401(k) Plan.  The actual amounts that would be paid upon a Named Executive Officer’s termination of employment can only be determined at the time of such executive officer’s termination.  Due to the number of factors that affect the nature and amount of any compensation or benefits provided upon the termination events, any actual amounts paid or distributed may be higher or lower than reported below.  Factors that could affect these amounts include the timing during the year of any such event and our stock price.

All outstanding stock options granted pursuant to the 1997 Stock Incentive Plan automatically become fully exercisable upon a change in control of the Company, as defined in the plan document.  Upon termination forwithout cause, all executives forfeit any balances in pre-retirement accounts and any cash severance payments.  We present details for the other termination scenarios below.

C.R. Cloutier
Upon voluntary resignation, Mr. Cloutier receives the balance in his pre-retirement account under the Executive Indexed Salary Continuation Plan (“EISCP”) paid out in equal annual installments over a ten-year period beginning at the age of 65.  The value presented in the table is the present value of this benefit.

Mr. Cloutier will receive a lump sum equal to one times base salary in the event of involuntary termination without cause.  In addition to the cash severance, Mr. Cloutier receives the balance in his pre-retirement account paid out in equal annual installments over a ten-year period beginning at the age of 65.  The value presented in the table is the present value of this benefit.

In the event of termination without cause or for good reason in connection with a change-in-control, Mr. Cloutier will receive one times base salary payable in equal installments over 12 months.  He will also receive the benefit specified under the terms of his Executive Indexed Salary Continuation PlanEISCP as if he had been continuously employed until his normal retirement age of 65.  The value presented in the table is the present value of this benefit.

-31-
Upon death, Mr. Cloutier’s beneficiaries will receive the benefit as defined under his supplemental life insurance policy and 80% of the death benefit of the whole life policy associated with the Executive Indexed Salary Continuation Plan.  In addition, his beneficiaries will receive a lump-sum payment of the unpaid accrued benefit balance in his pre-retirement account associated with the Executive Indexed Salary Continuation Plan.

Upon long-term disability, Mr. Cloutier will receive the benefit presented in the table as specified under his supplemental long-term disability policy.  Mr. Cloutier also receives the balance in his pre-retirement account paid out in equal annual installments over a ten-year period beginning at the age of 65.  The value presented

-37-

Upon death, Mr. Cloutier’s beneficiaries will receive the benefit as defined under his supplemental life insurance policy and 80% of the death benefit of the whole life policy associated with the EISCP.  In addition, his beneficiaries will receive a lump-sum payment of the unpaid accrued benefit balance in his pre-retirement account associated with the table is the present value of this benefit.EISCP.


Karen L. Hail
Compensation and/or
Benefits Payable
Upon Termination
 Early Retirement/ Voluntary Resignation  
Involuntary Termination
for Cause
  Involuntary Termination Without Cause  Termination in Connection with a Change in Control (Without Cause or for Good Reason)  
Termination
in the Event
of Disability
  
Termination
in the Event
of Death
 
Karen L. Hail 
Cash Severance Payment $0  $0  $157,000  $157,000  $0  $0 
Supplemental Life Insurance Death Benefit $0  $0  $0  $0  $0  $500,000 
Supplemental Long-Term Disability Benefit(1)
 $0  $0  $0  $0  $675,588  $0 
Executive Indexed Salary Continuation Benefit(1)
 $51,174  $0  $51,174  $124,295  $51,174  $77,063 
Split-Dollar Life Insurance $0  $0  $0  $0  $0  $631,502 
Total $51,174  $0  $208,174  $281,295  $726,762  $1,208,565 
Total Allowable Per ARRA Restrictions $51,174  $0  $51,174  $124,295  $726,762  $1,208,565 
_________________________
(1)  
Present value of benefit calculated using 120% of the semi-annual compounded mid-term AFR as of December 2009 (3.14%).
Upon voluntary resignation, Ms. Hail receives the balance in her pre-retirement account under the EISCP paid out in equal annual installments over a ten-year period beginning at the age of 65.  The value presented
Under her prior employment agreement that was in the table is the present valueplace as of this benefit.

December 31, 2009, Ms. Hail willwould receive a lump sum payment equal to one times base salary in the event of involuntary termination.  In addition to the cash severance,termination without cause.  Ms. Hail receiveswill receive the balance in her pre-retirement account paid out in equal annual installments over a ten-year period beginning at the age of 65.

InUnder her prior employment agreement, in the event of a termination without cause or for good reason in connection with a change-in-control, Ms. Hail will receive onwould have received one times base salary payable in equal installments over 12 months.  She will also receive the benefit specified under the terms of her Executive Indexed Salary Continuation PlanEISCP as if she had been continuously employed until her normal retirement age of 65.  The value presented in the table is the present value of this benefit.

Upon death, Ms. Hail’s beneficiaries will receive the benefit as defined under her supplemental life insurance policy and 80% of the death benefit of the whole life policy associated with the Executive Indexed Salary Continuation Plan.  In addition, her beneficiaries will receive a lump-sum payment of the unpaid accrued benefit balance in her pre-retirement account associated with the Executive Indexed Salary Continuation Plan.

Upon long-term disability, Ms. Hail will receive the benefit presented in the table as specified under her supplemental long-term disability policy.  Ms. Hail also receives the balance in her pre-retirement account paid out in equal annual installments over a ten-year period beginning at the age of 65.  The value presented in the table is the present value of this benefit.


J. Eustis Corrigan, Jr.
In the event of a termination without cause or for good reason, in connection with a change-in-control, Mr. Corrigan will receive two times the total of base salary payable and incentives earned in the prior year under the Company’s annual incentive plan.  The payments will be made in equal installments over 24 months.

-32-
In addition, per the terms of the Stock Incentive Plan, all unvested options will immediately vest and become exercisable in connection with a change-in-control.  Mr. Corrigan is not eligible for any other forms of compensation.


Donald R. Landry
We are not contractually obligated to provide Mr. Landry with a cash severance payment upon termination.

Upon voluntary resignation or involuntary termination without cause, Mr. Landry receives the balance in his pre-retirement account paid out in equal annual installments over a ten-year period beginning at the age of 65.  The value presented in the table is the present value of this benefit.

In the event of termination without cause or for good reason in connection with a change-in-control, Mr. Landry will receive the benefit specified under the terms of his Executive Indexed Salary Continuation Plan as if he had been continuously employed until his normal retirement age of 65.  The value presented in the table is the present value of this benefit.

Upon death, Mr. Landry’sMs. Hail’s beneficiaries will receive the benefit as defined under hisher supplemental life insurance policy and 80% of the death benefit of the whole life policy associated with the Executive Indexed Salary Continuation Plan.EISCP.  In addition, hisher beneficiaries will receive a lump-sum payment of the unpaid accrued benefit balance in hisher pre-retirement account associated with the Executive Indexed Salary Continuation Plan.EISCP.

Upon long-term disability,
-38-
Compensation and/or
Benefits Payable
Upon Termination
 
Resignation Effective
1-25-2010
 
Donald R. Landry   
Executive Indexed Salary Continuation Benefit $32,422 
Under the EISCP, Mr. Landry will receive the benefit presented in the table as specified under his supplemental long-term disability policy.  Mr. Landry also receives the balance in his pre-retirement account paid out in equal annual installments of $6,922 over a ten-year period beginning at the age of 65.65 due to his voluntary resignation.  The value presented in the table is the present value of this benefit.benefit shown above is calculated using 120% of the semi-annual compounded long-term AFR as of December 2009 (4.96%).


A. DwightMr. Corrigan resigned effective January 15, 2009 and Mr. Utz
We resigned May 15, 2009.  They received no benefit or payment in connection with their termination event.  Ms. Stelly and Mr. McLemore are not contractually obligated to provide Mr. Utz with a severance payment upon termination; however, he will receiveeligible for any benefits or payments under any termination events.
Under the Company’s Stock Incentive Plan in the event of a change in control (no termination requirement applies).  Per the terms of the1997 Stock Incentive Plan, all unvested stock options, will immediately veststock appreciation rights, and shares of restricted stock shall become exercisablefully vested upon a change in connection with a change-in-control.  There is no termination requirement placed uponcontrol, as defined in the accelerationplan document.  No NEOs have any unvested stock options, stock appreciation rights, or restricted stock.
If we terminate any of the vesting.NEOs for cause, we shall have no obligations to the executive after the date of termination.
-39-

OUTSIDE DIRECTOR COMPENSATION
The following table sets forth the compensation paid to each of our outside directors for the 2009 calendar year. Information regarding compensation paid to our inside directors, Mr. Cloutier  and Ms. Hail is included in the Summary Compensation Table.
Name 
Fees Earned
or Paid
in Cash
($)
  
Stock
Awards
($)
  
Option
Awards
($)
  
Non-Equity Incentive Plan Compensation
($)
  
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
  
All Other
Comp.
($) (3)
  
Total
($)
 
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h) 
Will Charbonnet Sr.  63,900   0   0   0   0   0   63,900 
James R. Davis Jr.  50,410   0   0   0   0   0   50,410 
J.B. Hargroder, M.D.  54,375(1)  0   0   0   0   0   54,375 
Clayton Paul Hilliard  35,700   0   0   0   0   0   35,700 
Milton B. Kidd III, O.D.  35,670   0   0   0   0   0   35,670 
Timothy J. Lemoine  40,500   0   0   0   0   0   40,500 
R. Glenn Pumpelly  39,800   0   0   0   0   0   39,800 
William M. Simmons  45,135(1)  0   0   0   0   0   45,135 
Joseph V. Tortorice, Jr.  36,875(1)(2)  0   0   0   0   0   36,875 
_________________________
(1)  
Includes director’s fees for Texas Region Advisory Board of Directors of MidSouth Bank as applicable.
(2)  
Includes $30,200 in fees deferred into the Director’s Deferred Compensation Plan used to purchase 1,958 shares of our common stock.
Certain directors receive perquisites such as travel reimbursement; however, the aggregate amount of such compensation is less than $10,000 and therefore details regarding the perquisites are not included.
(4)  
None of the directors have any outstanding equity awards.

 
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The table below indicates the amount
2009 BOARD FEE SCHEDULE
A schedule of compensation payable to each Named Executive Officer, including cash severance, insurance benefits, indexed salary continuation benefits, and stock option awards, as applicable upon different termination events.  The amounts shown assume a termination date of December 31, 2007 and present total amounts for each scenario.

            Potential Payments Upon Termination or Change-in-Control
Compensation and/or Benefits Payable Upon Termination Early Retirement/ Voluntary Resignation  Involuntary Termination for Cause  Involuntary Termination without Cause  Termination in Connection with a Change in Control (without Cause or for Good Reason)  Termination in the Event of Disability  Termination in the Event of Death 
C.R. Cloutier                  
Cash Severance $0  $0  $200,000  $200,000  $0  $0 
Supplemental Life Insurance $0  $0  $0  $0  $0  $400,000 
Supplemental Long-Term Disability(1)
 $0  $0  $0  $0  $190,227  $0 
Executive Indexed Salary Continuation(1)
 $37,795  $0  $37,795  $66,821  $37,795  $60,502 
Split-Dollar Life Insurance $0  $0  $0  $0  $0  $505,628 
Intrinsic Value of Unvested Stock Options $0  $0  $0  $0  $0  $0 
TOTAL $37,795  $0  $237,795  $266,821  $228,022  $966,130 
                         
J. Eustis Corrigan Jr.                        
Cash Severance $0  $0  $0  $399,500  $0  $0 
Intrinsic Value of Unvested Stock Options $0  $0  $0  $11,655  $0  $0 
TOTAL $0  $0  $0  $411,155  $0  $0 
                         
Karen L. Hail                        
Cash Severance $0  $0  $157,000  $157,000  $0  $0 
Supplemental Life Insurance $0  $0  $0  $0  $0  $500,000 
Supplemental Long-Term Disability(1)
 $0  $0  $0  $0  $711,809  $0 
Executive Indexed Salary Continuation(1)
 $21,226  $0  $21,226  $76,570  $21,226  $48,972 
Split-Dollar Life Insurance $0  $0  $0  $0  $0  $675,922 
Intrinsic Value of Unvested Stock Options $0  $0  $0  $0  $0  $0 
TOTAL $21,226  $0  $178,226  $233,571  $733,035  $1,224,894 
                         
Donald R. Landry                        
Cash Severance $0  $0  $0  $0  $0  $0 
Supplemental Life Insurance $0  $0  $0  $0  $0  $500,000 
Supplemental Long-Term Disability(1)
 $0  $0  $0  $0  $761,054  $0 
Executive Indexed Salary Continuation(1)
 $15,607  $0  $15,607  $76,393  $15,607  $41,395 
Split-Dollar Life Insurance $0  $0  $0  $0  $0  $644,119 
Intrinsic Value of Unvested Stock Options $0  $0  $0  $0  $0  $0 
TOTAL $15,607  $0  $15,607  $76,393  $776,661  $1,185,514 
                         
A. Dwight Utz                        
Cash Severance $0  $0  $0  $0  $0  $0 
Intrinsic Value of Unvested Stock Options $0  $0  $0  $7,073  $0  $0 
TOTAL $0  $0  $0  $7,073  $0  $0 
___________________

1) Present value of benefit calculated based on a discount of 5.68%, whichdirector fees is 120%listed below.  All directors of the annually compounded long-term Applicable Federal Rate (AFR) as of 12/31/2007.
___________________
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COMPENSATION OF DIRECTORS

A majority of our Directorsholding company are also Directors of MidSouth Bank, N.A.  Directors are entitled to fees of $750 per month for Board service and $250 per month for MidSouth Bank Board service.  The Chairman receives an additional $900 per month, the Vice Chairman an additional $450 per month, and the Audit Committee Chairman an additional $800 per month. Each Directordirectors of the Board also receives $500 for each regular meeting and $500 for each special meeting of the Board of the Company, $200 for the first hour, and $100 per hour for each additional hour of each committee meeting of the Board.   Each Director also receives $500 for each regular meeting, $500 for each special meeting of the Board of MidSouth Bank, $200 for the first hour, and $100 per hour for each additional hour of each committee meeting.Bank.  Directors receive meeting fees only for meetings they attend.

In 1997, Directors who were not employees were given options to buy up to 20,736 shares of stock at $3.53 per share, the fair market value on the date of grant, all of which have been exercised.  Stephen C. May, a more recent addition to the Board, was granted options in 2002 to purchase up to 12,904 shares of common stock at $6.55 per share, the fair market value on the date of grant, exercisable in annual 20% increments beginning in 2003.
2009
Summary of
Board Fee Schedule
 
Monthly Board Service Fee (Retainer) 
Holding Company Board $750 
Bank Board $250 
Additional Monthly Fees per Responsibility 
Board Chair $900 
Board Vice-Chair $450 
Audit Committee Chair $800 
Holding Company & Bank Board Meeting Fees 
Regular Board Meetings $500 
Special Board Meetings $500 
   Committee Meetings
· First Hour
 $ 200 
· Amounts Per Additional Hour
 $100 

Director’s Deferred Compensation Plan
We have a Directors Deferred Compensation Plan (DDCP) for members of the Board, of Directors, administered by the Executive Committee of the Board of Directors.Board.  To participate in the Plan, the Director executes a Deferral Authorization form in which the Director agrees to defer all or a specified percentage of his/her fees payable for the services as a member of the Board of Directors or a participating subsidiary.  As of the last day of each calendar month, fees deferred are credited to the account and are used to purchase MidSouth Bankour common stock.  Dividends paid on the common stock are credited to each account and are used to purchase additional shares of common stock. Amounts in each Director’s account are distributed in a single lump sum either (i) 60 days after the later of the Director ceasing to be a member of the Board, of Directors, or the Director attaininga ttaining age 65 or (ii) in the sole discretion of the Board of Directors not earlier than one year after (i) reasonable conditions as established by the Board are satisfied, the Director ceases to be a member of the Board, of Directors, and the Director requests payment.

The following Director Compensation Table displays the total compensation awarded to, earned by or paid to Directors for the fiscal year ending December 31, 2007.  Directors who are also Named Executive Officers are not included in the table below.  Compensation paid to Named Executive Officers serving as Directors is presented in the supplementary table which details the “All Other Compensation” amounts included in the Summary Compensation Table.  All amounts shown below are in dollars.


 
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   Directors Compensation
Name 
Fees Earned or Paid in Cash
($)
  
Stock Awards
($)
  
Option Awards(1)
 
($)
  
Non-Equity Incentive Plan Compensation
($)
  
Change in Pension Value and Nonqualified Deferred Compensation Earnings
($)
  
All Other Compensation (2)
 
($)
  
Total
($)
 
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h) 
Will Charbonnet, Sr. $52,050  $0  $0  $0  $0  $0  $52,050 
James R. Davis, Jr. $35,850  $0  $0  $0  $0  $0  $35,850 
J.B. Hargroder, M.D. (3)
 $50,800  $0  $0  $0  $0  $0  $50,800 
Clayton Paul Hilliard $26,450  $0  $0  $0  $0  $0  $26,450 
Milton B. Kidd, III, O.D. $25,850  $0  $0  $0  $0  $0  $25,850 
Timothy J. Lemoine $29,550  $0  $0  $0  $0  $0  $29,550 
Stephen C. May $24,650  $0  $2,146  $0  $0  $0  $26,796 
R. Glenn Pumpelly $29,250  $0  $0  $0  $0  $0  $29,250 
William M. Simmons (3)
 $41,750  $0  $0  $0  $0  $0  $41,750 
Joseph V. Tortorice, Jr. (3)
 $22,150  $0  $0  $0  $0  $0  $22,150 

___________________

(1)Reflects compensation expense recognized for financial statement reporting purposes for 2007 computed in accordance with Statement of Financial Accounting Standards No. 123 (revised 2004) Share Based Payment (“FAS 123R”), disregarding the estimate of forfeitures related to service-based vesting conditions, with respect to awards granted in 2002.

Assumptions used in the calculation of this amount are included in footnote 1 to our audited financial statements for 2004 included in our Annual Report on Form 10-K filed with the SEC.

(2)Certain Directors receive perquisites such as travel reimbursement; however, the aggregate amount of such compensation is less than $10,000 and therefore is not reported.

(3)Includes Director fees paid by MidSouth Bank - -Texas.

___________________



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Shareholder Return Performance Graph

The following graph, which was prepared by SNL Securities LC (“SNL”), compares the cumulative total return on our Stock over a period beginning December 31, 2002 with (i) the cumulative total return on the stocks included in the Russell 3000 and (ii) the cumulative total return on the stocks included in the SNL $250M-$500M and the SNL $500M-$1B Bank Index.  All of these cumulative returns are computed assuming the quarterly reinvestment of dividends paid during the applicable period.

MidSouth Bancorp, Inc.
Return Performance Chart

   
Period Ending
 
Index 12/31/02  12/31/03  12/31/04  12/31/05  12/31/06 
MidSouth Bancorp, Inc.  100.00   202.76   219.30   243.85   355.19 
Russell 3000  100.00   131.06   146.71   155.69   180.16 
SNL Bank $250M-$500M Index  100.00   144.49   163.99   174.11   181.92 
SNL Bank $500M-$1B Index  100.00   144.19   163.41   170.41   193.81 
Our Stock is traded on the AMEX under the “MSL” ticker symbol.  The stock price information shown above is not necessarily indicative of future price performance.  Information used was obtained by SNL from sources believed to be reliable.  We are not responsible for any errors or omissions in such information.

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AUDIT COMMITTEE REPORT

Our Audit Committee is composed of four non-employee directors.  The Board has made a determination that its members satisfy AMEX’sNYSE Amex’s requirements as to independence, financial literacy and experience. The Board has also determined that it is not clear whether any member of the Committee is a “Financial Expert” within the meaning of SEC Rules, but the Board does not feel a Financial Expertfinancial expert necessary in view of the overall financial sophistication of Committee members. The responsibilities of the Audit Committee are set forth in our Audit Committee Charter.

The Committee reviewed and discussed the audited financial statements with management including a discussion of the quality of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures contained in the financial statements.  The Committee also discussed with the independent auditors the matters required to be discussed by SAS 61 (Codification of Statements on Auditing Standards, AU Section 380).  The Committee also received the written disclosures and the letter from the independent auditors required by Independent Standardsthe applicable requirements of the Public Company Accounting Oversight Board Standard No. 1 (Independent Standards Board Standard No. 1, Independence Discussionsregarding the independent auditor’s communications with the Audit Committees),Committee concerning independence, and has discussed with the independent auditors the independent auditors’ independence and has considered the compatibility of non-audit services with the auditors’ independence.independen ce.

The Committee discussed with our internal and independent auditors the overall scope and plans for their respective audits.  The Committee met with the internal and independent auditors, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting.

Based on the reviews and discussions referred to above, the Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 20072009 for filing with the SEC.

 By the members of the Audit Committee:
James R. Davis, Jr., Chairman
Will Charbonnet, Sr.
Clayton Paul Hilliard
Milton B. Kidd, III, O.D.
By the members of the Audit Committee:
James R. Davis, Jr.
Will Charbonnet, Sr.
Clayton Paul Hilliard
Milton B. Kidd, III, O.D.


 
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RELATIONSHIP WITH INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Principal Accountant

 
The Audit Committee of the Board of Directors has appointed the firm of Porter Keadle Moore, LLP, independent certified public accountants, to serve as our principal auditors and to perform the audit of the financial statements for the fiscal year ending December 31, 2008.2010.

Representatives of Porter Keadle Moore, LLP will be present at the meeting,Annual Meeting, will have an opportunity to make a statement if they so desire, and will be available to respond to appropriate shareholder questions.

 
Fees and Services
 

During the period covering the fiscal years ended December 31, 20072009 and 2006,2008, Porter Keadle Moore, LLP performed the following professional services:services.

Description 2007  2006  2009  2008 
Audit Fees $254,778   257,092  $287,427  $240,192 
                
Audit-Related Fees $-   -   -   - 
                
Tax Fees $-   -   -   - 
                
All Other Fees $-   -   -   - 
 
Audit Fees. This category includesFees include aggregate fees billed for professional services rendered by Porter Keadle Moore, LLP for the audit of the Company’s annual consolidated financial statements for the years ended December 31, 20072009 and 2006,2008, including the audit of internal control over financial reporting; review of the annual report on Form 10-K10-K; and review of quarterly condensed consolidated financial statements included in periodic reports filed with the SEC, including out of pocket expenses.  Included in the $287,427 of audit fees billed in 2009 was $53,500 in capitalized expenses associated with the review of regulatory filings.  These include documents filed with the SEC related to the issuance of Series A preferred stock on Form S-3 and the issuance of common stock on Form S-1.
 

Pre-Approval Policy

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent auditors.  These services may include audit services, audit-related services, tax services and other services.  Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget.  The independent auditors and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for services performed to date.  The Audit Committee may also pre-approve particular services on a case-by-case basis.  The Audit Committee approved al l of the services performed by Porter Keadle Moore, LLP in 2009.

 
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ANY SHAREHOLDER MAY BY WRITTEN REQUEST OBTAIN WITHOUT CHARGE A COPY OF OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2007,2009, WITHOUT EXHIBITS.  REQUESTS SHOULD BE ADDRESSED TO SALLY D. GARY, INVESTOR RELATIONS, P. O. BOX 3745, LAFAYETTE, LOUISIANA 70502.
 By Order

By order of the Board of Directors
/s/ Karen L. Hail
Karen L. Hail
Senior Executive Vice President
Secretary to the Board
  
                                                     Karen L. Hail
    0; Secretary
                         &# 160;         Lafayette, Louisiana
                                           & #160;        April 23, 20082010

 
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