UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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MidSouth Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
MidSouth LogoLogo 1
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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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, 201013, 2012

We will hold our annual shareholders meeting on Wednesday, May 26, 2010,23, 2012, at 1:00 p.m., local time, at our corporate offices, 102 Versailles Blvd.,Boulevard, Lafayette, Louisiana 70501, where we will vote upon:

 
1.
the election of threefour directors for a term to expire in 2013;2015;

 
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 Articlesa non-binding advisory resolution on the frequency of Incorporation to increasefuture advisory votes on the number of authorized sharescompensation of our common stock, $0.10 par value per share, from 10,000,000 shares to 30,000,000 shares;named executive officers; and

 
4.
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 were a holder of our common stock on March 31, 2010,15, 2012, 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 that your shares be represented and voted at the 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 OF DIRECTORS
 
  /s/ Karen L. Hail/s/ R. Glenn Pumpelly
 
Karen L. Hail R. Glenn Pumpelly
 Senior Executive Vice President
Secretary to the Board

 
 
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Internet Availability of Proxy Materials

This year, we are using for the first time a U.S. Securities and Exchange Commission rule that allows us to furnish proxy materials to shareholders over the Internet.   As a result, beginning on or about April 13, 2012, we sent by mail a Notice of Internet Availability of Proxy Materials, containing instructions on how to access our proxy materials, including our Proxy Statement and 2011 Annual Report, over the Internet and how to vote.  Internet availability of our proxy materials is designed to expedite receipt by shareholders and lower the cost and environmental impact of the annual meeting. However, if you received such a notice and would prefer to receive paper copies of the proxy materials, please follow the instructions included in the Notice of Internet Availability of Proxy Materials.

We provided some of our shareholders with paper copies of the proxy materials instead of, or in addition to (by separate mailing), the Notice of Internet Availability.  If you have received paper copies of the proxy materials and would prefer to receive only electronic copies of such materials, please contact Shaleen B. Pellerin at (337) 593-3011, or write to her at 102 Versailles Boulevard, Versailles Center, Lafayette, Louisiana 70501, if your shares are registered in your name, or by calling your bank, broker or other nominee.
If you hold our stock through more than one account, you may receive multiple copies of these proxy materials and will have to follow the instructions of each in order to vote all of your shares of our stock.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 23, 2012.
Our Proxy Statement for the 2012 Annual Meeting and our Annual Report to shareholders for the year ended December 31, 2011 are available at http://bnymellon.mobular.net/bnymellon/msl.

MIDSOUTH BANCORP, INC.
102 Versailles Boulevard
Versailles Centre
Lafayette, Louisiana 70501

PROXY STATEMENT

This Proxy Statement is being sent to our shareholders to solicit on behalf of our Board of Directors proxies for use at our annual shareholders meeting to be held on Wednesday, May 26, 2010,23, 2012, at 1:00 p.m. at our corporate offices, located at 102 Versailles Boulevard, Versailles Center, Lafayette, Louisiana and at any adjournments thereof.  Directions to attend the annual meeting where you can vote in person can be found on our website at www.midsouthbank.com or may be obtained by calling Sally GaryShaleen B. Pellerin at (337) 593-3010.593-3011.  This Statement is first being mailed to shareholders on or about April 23, 2010.13, 2012.  As used in this Proxy Statement, the terms, “we,” “us,” “our” and the “Company” refer to MidSouth Bancorp, Inc., and the terms “MidSouth Bank” and the “Bank” refer to our wholly owned subsidiary, MidSouth Bank, N.A.

Only holders of our common stock as of close of business on March 31, 2010,15, 2012, are entitled to notice of and to vote at the Meeting.  On that date we had outstanding 9,723,26810,631,830 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 common stock is needed to make up a 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 plurality of the shares of common stock present, in 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 proposalThe proposals to approve a non-binding resolution regarding the compensation of our named executive officers requires(the “Named Executive Officers” or “NEOs”), often called a "say-on-pay" proposal, and the proposal to determine, on an advisory basis, the frequency of future say-on-pay proposals, both require 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 proxy.  As a result, abstentions and broker non-votes will count as votes against such proposal.  have no effect on these proposals.

Each of these proposals was unanimously recommended by our Board of Directors.  If any proposal comes before the Annual Meeting that has not been recommended by a majority of our “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.
 
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You may vote your shares by any one of the following 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 send in your proxy card or vote instruction form. The deadline for Internet voting will be 11:59 p.m., Central Time, on May 25, 2010.22, 2012.  If your shares are held in street name, and you wish to vote your shares at the Annual Meeting, you will need to contact your bank, broker or other nominee to obtain a legal proxy form that you must bring with you to the meeting to exchange for a 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 how to vote your shares, your shares will be voted for the election of the personsdirector nominees named herein that have been recommended by the Board of Directors for election, forthe resolutionproposal to approve a non-binding advisory resolution on our compensation of our NEOs and for an annual say-on-pay vote with respect to the proposal to approve a non-binding advisory resolution and foron the amendment tofrequency of future advisory votes on the compensation of our Articles of Incorporation.NEOs.  We do not know of anything else to be presented at the Meeting other than the election of directors and the approval of the non-binding advisory resolution, and amendment to our Articles of Incorporation,other proposals described in this Proxy Statement, 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.

You have the right to change and revoke your proxy at any time before the Annual Meeting.  If you hold your shares in your 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 voted 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 re-vote your shares by mail, your re-vote will not be effective unless it is received by our Corporate Secretary at the address specified herein prior to the Annual Meeting. If your shares are held in street name, you must contact your broker or other nominee and follow its procedures for changing your vo te.vote.

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.

Our 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, threefour Class III Directors will be elected to serve until the 2013 annual meeting2015 Annual 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 re-electionelection of the threefour Class III director nominees named below.below that have been nominated and recommended by the Board.  The Board of Directors has no reason to believe that any of the persons nominated and recommended by the Board is not available or will not serve if elected.  If for someany reason one or morea nominee becomes unavailable for election, the Board of Directors may designate substitute nominees, refusein which event the shares represented by proxies returned to stand for re-election at the Annual Meeting, the sharesus will be voted in favor offor such other persons assubstitute nominees, unless an instruction to the Board chooses.contrary is indicated on the proxy.

Other than the Board of Directors, only shareholders who have complied with the procedures of Article IV (H) of our Articles of Incorporationdescribed below under "Corporate Governance – Director Nomination" may nominate a person for election.  To do so, you must have given us written notice by 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 stock of which you are the beneficial owner and

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

An inspector, not affiliated with us, appointed by our Secretary, will determine whether the notice provisions were met.  If they determine that you have not complied with Article 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, 2010,15, 2012, about each person nominated by the Board for election as a director nominee and each other current director whose term will continue after the Annual Meeting, 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.  No shareholder nominations for the election of directors were received in connection with the Annual Meeting.

YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR”“FOR” THE ELECTION OF ALLEACH OF THE FOLLOWING NOMINEES.
 
Directors Nominees for terms to expire in 2015 (Class I Directors)

Directors Nominees for termsNameAgePrincipal Occupation, Background and Qualifications
C. R. Cloutier
Director since 1984
65
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 expirethe Board.  Mr. Cloutier is the father of Troy M. Cloutier, the Bank’s Chief Banking Officer.
J. B. Hargroder, M.D.
Director since 1984
81
Physician, Retired
Dr. Hargroder’s business experience in 2013 (Class II Directors)the medical field (which is a significant part of the Bank's customer base), his experience in dealing with government regulations, and his familiarity with his community are assets to the Board.
Timothy J. Lemoine
Director since 2007
61
Independent Construction Consultant
Mr. Lemoine’s business experience and knowledge of the construction industry provide valuable insight to the Company and the Board given the significant construction lending done by the Bank.
William M. Simmons
Director since 1984
78
Investor, Retired
Mr. Simmon’s entrepreneurial and business experience combined with his family contacts within the communities in which we operate are invaluable to the Company and the Board.
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

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Directors whose terms expire in 2013 (Class II Directors)

Directors whose terms expireNameAgePrincipal Occupation, Background and Qualifications
Will Charbonnet, Sr.
Director since 1984
64
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.
Clayton Paul Hilliard
Director since 1984
86
President of Badger Oil Corporation, Convexx Oil and Gas, Inc., and Warlord Oil Corporation; Manager, Uniqard, L.L.C.; Badger Energy, L.L.C.
Mr. Hilliard's experience as owner and President of an oil field and gas exploration business provides the Board with insight into the oil and gas industry, which industry comprises the largest portion of the Bank's customers.
Joseph V. Tortorice, Jr.
Director since 2004
63
C.E.O., Deli Management, Inc.
Mr. Tortorice’s business experience and familiarity with the Texas communities we serve is valuable in 2011 (Class III Directors)directing the affairs of the Company and providing guidance on such matters to the Board.
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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Director whose terms expire in 2014 (Class III Directors)

NameAgePrincipal Occupation, Background and Qualifications
James R. Davis, Jr.
Director since 1991
59
President, Quigley & Company, 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 and provide insight to the Board in this difficult and highly regulated environment.
Milton B. Kidd, III, O.D.
Director since 1996
63
Optometrist, Kidd & Associates, L.L.C.
Dr. Kidd’s professional and entrepreneurial experience in addition to his business and family contacts in the banking community within our Louisiana markets are assets to the Board.
R. Glenn Pumpelly
Director since 2007
5153
President/C.E.O.,President, GP Holdings of Louisiana, L.L.C. and Pumpelly Oil Company,Tire, L.L.C.; Our Secretary to the Board
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 and provide insight to the Board in this difficult environment.
2007
Gerald G. “Jerry” Reaux, Jr.
Director since 2011
51
Vice Chairman of the Board & Chief Operating Officer of MidSouth Bank
Mr. Reaux’s joined MidSouth Bank in February, 2011 and was elected to the Board and to the position of Vice Chairman in May 2011.   His professional experience includes serving as Vice Chairman and Chief Executive Officer of Tri-Parish Bancshares, Ltd. from 2004 until February, 2011.   His 30 years of banking service, including serving as Chairman and CEO of  a publicly traded bank holding company, are valuable assets to the Board.


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”)Pursuant to Section 14A of the U.S. DepartmentSecurities Exchange Act of the Treasury’s Troubled Asset Relief Program1934, as amended (the "Exchange Act"), we are subject to the provisionsseeking advisory shareholder approval 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 “NamedNamed Executive Officers” or “NEOs”),Officers as disclosed in this Proxy Statement, including the Compensation Discussion and Analysis, the executive compensation tables and the other related disclosure.Statement. Shareholders are encouragedbeing asked to carefully reviewvote on 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, thefollowing advisory resolution set forth below, commonly known as a “say-on-pay proposal,”“say-on-pay” proposal:

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“Resolved, that the shareholders hereby approve the compensation of our named executive officersNamed 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.”

Shareholders are encouraged to carefully review the executive compensation sections of this Proxy Statement outlining the Company’s executive compensation program.  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.

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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 PersonnelCompensation 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,Compensation Committee. However, while not binding, the Board of Directors and the PersonnelCompensation 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”“FOR” THE PROPOSED RESOLUTION APPROVING THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

Item 3.  Proposal to approve a Non-binding Advisory Resolution on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers

Section 14A of the Exchange Act requires us to submit a non-binding, advisory resolution to shareholders at least once every six years to determine whether advisory votes on say-on-pay proposals should be held every year, every two years or every three years. Accordingly, shareholders are being asked to vote on the following advisory resolution:

“Resolved, that the shareholders of the Company advise that an advisory resolution with respect to executive compensation should be presented every year, every two years or every three years as reflected by their votes for each of these alternatives in connection with this resolution.”

In voting on this resolution, you should mark your proxy for every year, every two years or every three years based on your preference as to the frequency with which an advisory vote on executive compensation should be held. If you have no preference, you should abstain.
The optimal frequency of the vote necessarily is based on a judgment about the relative benefits and burdens of each of the options. There are different views as to the best approach and the Compensation Committee and the Board of Directors recognize that there is a reasonable basis for each of the options.
Some believe that a less frequent vote would: (i) permit shareholders to focus on overall design issues rather than on the details of individual decisions, (ii) align with the goals of our compensation arrangements which are designed to reward performance that promotes long-term shareholder value, and (iii) avoid the burdens that annual votes would impose on shareholders required to evaluate the compensation programs of a large number of companies each year.
Others believe that an annual vote affords shareholders:  (i) the opportunity to react promptly to emerging trends in compensation, (ii) provides feedback before those trends become pronounced over time, and (iii) gives the Compensation Committee and the Board of Directors an opportunity to evaluate individual compensation decisions each year in light of ongoing feedback from shareholders.
After careful consideration of this matter, the Compensation Committee and the Board of Directors believe that, initially, the Board should solicit an annual vote from our shareholders. While not binding, the Board of Directors and the Compensation Committee will consider the non-binding vote of our shareholders on this resolution when reviewing the frequency with which an advisory vote on executive compensation should be held in the future.
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OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EVERY “1-YEAR”  WITH RESPECT TO THE PROPOSAL TO AMEND OUR ARTICLESON THE FREQUENCY OF INCORPORATION TO INCREASE OUR AUTHORIZED COMMON STOCK.THE APPROVAL OF FUTURE NON-BINDING ADVISORY SAY-ON-PAY RESOLUTIONS.

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 2009The following chart details the composition of the current Board and its committees and also includes the number of Directors had 12 meetings andheld by each directorgroup in 2011.
    
 
Committees of the
Holding Company Board
DirectorIndependent Director
Holding
Company
Board
Bank
Board
AuditCompensationExec
 
Corp Gov &
Nom
Will Charbonnet Sr.YesChairChairMemberChairChairMember
James R. Davis Jr.YesMemberMemberChairMember  
J.B. Hargroder, M.D. (1)
YesMemberMember MemberMemberChair
Clayton Paul HilliardYesMemberMemberMember  Member
Milton B. Kidd III, O.D.YesMemberMemberMember   
Timothy J. LemoineYesMemberMember    
R. Glenn Pumpelly(2)
YesMemberMemberMemberMemberMember 
William M. SimmonsYesMemberMember   Member
Joseph V. Tortorice, Jr.YesMemberMember MemberMember 
C.R. CloutierNoMemberMember  Member 
Gerald G. Reaux, Jr. (3)
NoVice-ChairVice-Chair    
Total Members as of 12/31/201111115554
Number of Meetings Held in 2011131087133
(1)J. B. Hargroder, M.D. served as Vice Chairman of the Board until May 25, 2011.
(2)R. Glenn Pumpelly was appointed to the Audit Committee on May 25, 2011.
(3)Gerald G. Reaux, Jr. was elected to the Board on May 25, 2011 and was elected Vice Chairman of the Board on that date.

As set forth in the table, during 2011, all directors, other than Mr. Tortorice, attended at least 75% of the total number of meetings held of the Board of Directors and committees ofany committee on which he or she was a member.serves.  While we encourage all Board members to come toattend the annual shareholder meetings,meeting, there is no formal policy as to their attendance.  All of our directors attended the 20092011 Annual Meeting.
 
- 7 -

Board Independence.  Each year, our Corporate Governance and Nominating Committee review 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 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 BoardCommittee determined thatall of the directors, other than Messrs. Charbonnet, Davis, Hargroder, Hilliard, Kidd, Lemoine, Pumpelly, SimmonsCloutier and TortoriceReaux, who are employees of the Bank, are independent within the meaning of applicable NYSE Amex and SEC rules.

Director Training.  We are committed to the continuing education of our directors to assist them in the execution of the duties as directors of the Company and the Bank.  We provide our directors with the opportunity to attend director education programs provided by federal banking regulators, including the Bank’s primary federal regulator, the Office of the Comptroller of the Currency, and other directorial training or educational sessions directed to the due and proper execution of their duties as directors.  Such educational training includes presentations to the full Board of Directors, as well as off-site educational and training sessions.

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 interestsinterest 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 eensure that the Board is fully engaged with the Company’s strategy and how well it is being implemented.


-10-

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 AssetAssets 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, LALouisiana  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.
- 8 -

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 Investor Relations page of our website at www.midsouthbank.com.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.  In addition, should there be any waivers of or amendments to the Code of Ethics, those waivers or amendments will be posted on our website.

Standing Board Committees.  The Board has an Audit Committee, an Executive Committee, a PersonnelCompensation 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 are set forth in our 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 “Financialan “Audit Committee Financial Expert” within the meaning of SEC Rules,rules, but the Board does not feel abelieve that an Audit Committee Financial Expert is necessary in view of the overall financial sophistication of the Audit Committee members.

Executive Committee.  The responsibilities of the Executive Committee are set forth in our Executive Committee Charter. Its duties include shareholder relations, Bank examination and SEC reporting.

PersonnelCompensation Committee.  The responsibilities of the Compensation Committee, formerly known as the Personnel Committee, are set forth in our PersonnelCompensation 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 are set forth in our Corporate Governance and Nominating

-11-

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

Director Nominations.  It is the Corporate Governance and Nominating Committee’s policy that candidates for director have the highesthigh personal and professional integrity, have demonstrated exceptionalproven ability and judgment, and have skills and expertise appropriate for serving the long-term interestinterests of our shareholders.  While we have not adopted a written diversity policy with respect to the composition of our Board, when selecting new, non-management candidates to serve on the 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 ofbenefit  the Board’s deliberations and decisions.  The Committee’s process for identifying and evaluating nominees is as f ollows:follows:  (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 NYSE Amex rules, and then selectsrecommends 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.
- 9 -

The Committee will consider director candidates recommendednominated by shareholders who follow the procedures set out in Article IV (H) of our Articles of Incorporation.  In order to nominate a candidate for election as a director, pursuant to Article IV (H), unless otherwise required by law, the nominating shareholder individually, or together with a nominating shareholder group, must hold at least 3% of the total voting power of the Company’s securities that are entitled to be voted on the election of directors.  In addition, such securities must have been held continuously for at least three years as of the date the notice of such nomination and must continue to be held through the date of the subject election of directors.  In addition, any shareholder or group that makes a nomination must confirm that he, she or they are not holding any of the Company’s securities with the purpose, or with the effect, of changing control of the Company.  Further, any shareholder nominee for election as a director must also meet the objective criteria for “independence” of the NYSE Amex.

Pursuant to Article IV (H), any such shareholder nomination delivered to the Company should include the following:
·as to each person whom you propose to nominate:
-his or her name, age, business address, residence address, principal occupation or employment,
-the number of shares of our stock of which the person is the beneficial owner, and
-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 Exchange Act; and
·as to the nominating shareholder or nominating shareholder group:
-the name of the shareholder making such nomination, or if a group, the name of each shareholder in such nominating group,
-the business address, or if none, residence of the nominating shareholder or members of a nominating group,
-the number of shares of our stock of which such shareholder or nominating group are the beneficial owner,
-a statement that the nominee, if elected, consents to serve on the Board of Directors,
-the disclosures regarding the director nominee that would be required by Schedule 14A under the Exchange Act,
-a description of any agreements, arrangements or relationships between the nominating shareholder or nominating group giving the notice and the nominee,
- 10 -
-a statement regarding whether the nominating shareholder or any member of the nominating group has been involved in any litigation adverse to the Company or any of its subsidiaries within the past ten years and, if so, a description of such litigation, and
-a statement that, to the best of the nominating shareholder’s or nominating group’s knowledge, such nominee meets the Company’s director qualification standards then in effect.
Shareholder nominations for election must be provided to the Company no earlier than 150 calendar days, and no later than 120 calendar days, before the anniversary of the date that we mailed our proxy materials for the prior year’s Annual Meeting, except that, if we did not hold an Annual Meeting during the prior year, or if the date of the meeting has changed by more than 30 days from the prior year (or if we are holding a special meeting or conducting an election of directors by written consent) then such nomination must be transmitted to us within a reasonable time before we mail proxy materials for such meeting.

An inspector, not affiliated with us and appointed by our Corporate Secretary, will determine whether the notice provisions described under “Item 1.  Electionabove were met.  If they determine that you have not complied with Article IV (H), your nomination will be disregarded.  The foregoing is only a summary of Directors”the shareholder nomination procedures included in this Proxy Statement.  ItArticle IV (H) of our Articles of Incorporation, is not complete and is qualified in its entirety to the full text of Article IV (H).  You are encouraged to read the full text of Article IV (H) prior to submitting any nomination for election as a director of the Company.

The Committee will also consider director candidates recommended (but not nominated) by shareholders so long as such recommendations are received at least 120 days before the anniversary date that we mailed our proxy materials for the prior year’s annual meeting.

The Corporate Governance and Nominating Committee does not intend to alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether the candidate was nominated or recommended by a shareholder or otherwise.

-12-


Shareholder Proposals.  Eligible shareholders who want to present a proposal qualified for inclusion in our proxy materials for the 20112013 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 24, 2010.14, 2012.  Proxies may confer discretionary authority to vote on any matter for which we receive notice after March 9, 2011,February 27, 2013, without the matter being described in the Proxy Statement for our 20112013 Annual Meeting.

 
Section 16(a) Beneficial Ownership Reporting Compliance.  TheSection 16(a) of the Securities and Exchange Act of 1934 and applicable SEC regulations requirerequires our directors, executive officers and ten percent10% 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 reviewOn the basis of reports givenand representation of our directors, executive officers, and greater than 10% shareholders, we believe that each person subject to filing requirements with respect to us timely satisfied all required reports were filed timely except for one incident each by Joseph V. Tortorice, Jr. and James R. McLemore in filing of Form 4.requirements during 2011.

- 11 -
 
PersonnelCompensation Committee Interlocks and Insider Participation. The PersonnelCompensation 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 PersonnelCompensation Committee. None of the members of the PersonnelCompensation Committee was an officer or other employee of our Company or any of our subsidiaries during 2009,2011, or is a former officer or other employee of our Company or any of our subsidiaries.
___________________
 

 
-13-- 12 -
 

 
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS

Security Ownership of Management

The following table shows as of March 31, 2010,15, 2012, the beneficial ownership of our common stock by each director, nominee, and nominee, by each executive officer named in the Summary ofNamed Executive Compensation Table below,Officer, and by all directors, nominees, and executive officers as a group.  Unless otherwise indicated, the stock is held with sole voting and investment power.

Name 
Amount and Nature
of Beneficial
Ownership(1)
  
Percent
of Class
 
Will Charbonnet, Sr.  167,747(1,2)  1.73%
C. R. Cloutier  408,392(1,3)  4.19%
James R. Davis, Jr.  77,264(4)  0.79%
Karen L. Hail  111,385(5)  1.15%
J. B. Hargroder, M.D.  451,408(1,6)  4.64%
Clayton Paul Hilliard  252,079(7)  2.59%
Milton B. Kidd, III, O.D.  242,804   2.50%
Timothy J. Lemoine  28,165(8)  0.29%
R. Glenn Pumpelly  22,279(1,9)  0.23%
William M. Simmons  221,228(10)  2.28%
Joseph V. Tortorice, Jr.  113,139(1,11)  1.16%
J. Eustis Corrigan, Jr.  5,748(12)  0.06%
Donald R. Landry  94,744(13)  0.97%
James R. McLemore  1,000(14)  0.01%
Teri S. Stelly  26,040   0.27%
A. Dwight Utz  2,913(15)  0.03%
All directors and executive officers as a group     (16 persons)
 
  2,238,492(16)  22.96%
_________________________
Name 
Amount and Nature
of Beneficial
Ownership(1)
  
Percent
of Class
 
Directors and Nominees:      
Will Charbonnet, Sr.  176,082(1,2)  1.66%
C. R. Cloutier  406,023(1,3)  3.82%
James R. Davis, Jr.  78,956(4)  * 
J. B. Hargroder, M.D.  430,902(1,5)  4.05%
Clayton Paul Hilliard  254,060(6)  2.39%
Milton B. Kidd, III, O.D.  243,581(7)  2.29%
Timothy J. Lemoine  28,972(8)  * 
R. Glenn Pumpelly  31,973(1,9)  * 
Gerald G. Reaux, Jr.  51,000(10)  * 
William M. Simmons  228,428(11)  2.15%
Joseph V. Tortorice, Jr.  120,574(1,12)  1.13%
         
Named Executive Officers:        
Troy M. Cloutier  28,445(13)  * 
James R. McLemore  2,490(14)  * 
John R. Nichols  9,658(15)  * 
All directors, nominees, and executive officers as a group (14 persons)  2,145,871(16)  20.18%
 
   *Less than 1% of the outstanding common stock, based on 10,631,830 shares of our common stock issued and outstanding as of March 15, 2012.

(1)Stock held by our Directors’ Deferred Compensation Plan & Trust (the “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 DDCP (370,857(390,471 shares or 3.81%3.67% as of March 31, 2010)15, 2012).  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 DDCP.  Stock held by our Employee Stock Ownership Plan (the “ESOP”) is not included in the table, except that shares allocated  to an individual’s account are included as beneficially owned by that individual.  Shares which may be acquired by exercise of options currently exercisable optionsor that they will become exercisable within 60 days of March 15, 2012 (“Current Options”) are deemed outstanding for purposes of computing the percentage of outst andingoutstanding Common Stock owned by persons beneficially owning such shares and by all directors and executive officers as a group but are not otherwise deemed to be outstanding.

- 13 -
(2)Includes 51,82658,026 shares as to which he shares voting and investment power.

(3)Includes 226,527229,843 shares as to which he shares voting and investment power.  Mr. Cloutier and his wife, Brenda Cloutier, have pledged 15,000 shares to Whitney Bank securing a loan in the amount of $300,000$221,000 with a balance of $220,174$201,738 for their daughter’s daycare business.  Additionally, Mr. and Mrs. Cloutier have pledged 6,97916,979 shares to First National Banker’s Bank to secure a personal loan in the amount of $140,045$96,047 with a balance of $73,081.$96,047.

-14-

(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$190,018 as well as a securing a $159,658 loan with a balance of $148,100.$85,017.

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

(6)Includes 395,800382,000 shares as to which he shares voting and investment power.

(7)(6)Includes 120,303107,200 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.$150,000.  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.$235,221.

(7)Includes 37,242 shares as to which he shares voting and investment power.

(8)Includes 20,73321,217 shares as to which he shares voting and investment power.

(9)Includes 22,27931,973 shares as to which he shares voting and investment power.

(10)Includes 8,36551,000 shares as to which he shares voting and investment power.

(11)Includes 95,9858,098 shares as to which he shares voting and investment power.

(12)Includes 5,448111,805 shares as to which he shares voting and investment power.

(13)Includes 38,08219,711 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 551,984 shares as to which he shares voting and investment power.

(16)Total reflects 12,15754,727 shares held in Director’s Deferred Compensation Plan & Trustthe DDCP for the benefit of atwo former directordirectors who hashave not yet received a distribution.distributions.
_______________________

 
 
-15-- 14 -
 

  
The following table shows the number of shares in the DDCP (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 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 

_______________________
Name DDCP  ESOP  
 
Current
Options
 
Directors and Nominees:         
Will Charbonnet, Sr.  53,844   --   -- 
C. R. Cloutier  65,562   35,875   9,998 
James R. Davis, Jr.  42,585   --   -- 
J. B. Hargroder, M.D.  57,902   --   -- 
Clayton Paul Hilliard  24,498   --   -- 
Milton B. Kidd, III, O.D.  19,326   --   -- 
Timothy J. Lemoine  7,755   --   -- 
R. Glenn Pumpelly  --   --   -- 
Gerald G. Reaux, Jr.  --   --   -- 
William M. Simmons  55,503   --   -- 
Joseph V. Tortorice, Jr.  8,769   --   -- 
             
Named Executive Officers:            
Troy M. Cloutier  --   5,569   3,118 
James R. McLemore  --   668   -- 
John R. Nichols  --   3,824   1,313 
 

 
-16-- 15 -
 

 
Security Ownership of Certain Beneficial Owners

The following lists the only persons known to us as of March 31, 2010, the only persons other than the persons listed in the table above known to us15, 2012 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
  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%
_________________________
  
Common Stock Beneficially Owned
as of Record Date
 
 
Name and Address
Of Beneficial Owner
 
 
Amount
  
Percent
of Class
 
MidSouth Bancorp, Inc., Employee Stock
Ownership Plan, ESOP Trustees and
ESOP Administrative Committee(1)
P. O. Box 3745, Lafayette, LA 70502
  564,428   5.31%
         
Sy Jacobs/Jacobs Asset Management, LLC
11 East 26 Street
New York, New York  10010
  594,675   5.59%(2)
(1)
The Administrative Committee directs the Trustees how to vote the approximately 19,561 unallocated shares in the ESOP as of  March 31, 2010.  Voting rights of the shares allocated to ESOP participants’ accounts are passed through to them.  The Trustees have investment power with respect to the ESOP’s assets, but must exercise it in accordance with an investment policy established by the Administrative Committee. The Trustees are Irving Boudreaux, a Regional President, and Bernie Parnell and Susan Benoit, two Bank employees.officer.  The Administrative Committee consists of twothree Bank employees Marla Napier andofficers Brenda Thibeaux, Monique Bradberry, and Susan Davis, a Senior Accounting Supervisor.
(2)
BasedPercentage is as of record date.  Share ownership percentage as of December 31, 2011 was 5.68%.   As reported on a Schedule 13D/13G/A filed on March 11, 2010.dated February 14, 2012, Sy Jacobs/Jacobs Asset Management, LLC, has shared voting power and shared dispositive power with respect to the shares.
Based on a Schedule 13G filed on December 28, 2009.
(4)  
Based on a Schedule 13G filed on February 16, 2010.
_________________________
 

 
-17-- 16 -
 

 
Certain Relationships and Related Transactions

Directors, nominees, executive officers and their associates have been customers of, and have borrowed from MidSouth Bank in the ordinary course of business, and such transactions are expected to continue in the future.  Any loans or other extensions of credit made by the Bank to such individuals were made in the ordinary course of business on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with unaffiliated third parties and did not involve more than the normal risk of collectability or present other unfavorable features.

We do not have adopted 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 executive officers.  However, it is expected that an appropriate committee ofPursuant to this policy, the board that is comprised of independent directorsAudit Committee (or with respect to compensation matters, the Compensation Committee) will review and, if appropriate, approve any transaction in which the Company is or will be a party of and in which the amount exceeds $120,000, and in which any of the Company’s directors, executive officers or significant shareholders had, has or will have a material interest.  Such transactions will only be approved if they are deemed to be in the best interest of the Company and its shareholders.


_________________________
 

 
-18-- 17 -
 

 
COMPENSATION DISCUSSION AND ANALYSIS

The following Compensation Discussion and Analysis (“CD&A”)may contain statements regarding current and future individual and Company performance targets and/or goals. We have disclosed these targets or goalsthis information in the limited context of our compensation programs and,programs; therefore, youthese statements should not take these statementsbe interpreted to be 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 is intendedExecutive Summary

We have prepared this CD&A to assist you in understanding our compensation programs.  It is intended to explain the philosophy underlying our compensation strategy and the fundamental elements of the compensation we paid to our Chief Executive Officer, Chief Financial Officer, and other individuals included in the Summary Compensation Table for 2009.  
Objectives2011.   Our compensation programs have been designed to reward performance in order to align the NEO’s interests with that of Our Compensation Programs
The Personnel Committee ofour shareholders.  Given our operation in the highly-regulated banking industry, our compensation programs must also comply with the executive compensation disclosures outlined by federal agencies that oversee our operations, including the Board of Directors (the “Personnel Committee”) hasGovernors of the responsibility for continually monitoringFederal Reserve System, the Office of the Comptroller of the Currency, and the Federal Deposit Insurance Corporation (“FDIC”).  In recent years, including 2011, such regulations have provided us with less flexibility in establishing our compensation paidprograms than what others in general industry may experience.

Our 2011 financial performance was and continues to our Named Executive Officers (“NEOs”) as well as other executive employees.  The Personnel Committee believes that compensation of our executive officers should encourage creation of shareholder value and achievement of strategic corporate objectives.  Specifically,be, significantly impacted by the Personnel Committee is committed to ensuring that the total compensation package for our executive officers will serve to:
·  Attract, retain, and motivate outstanding executive officers whom add value to us 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 enhance shareholder value.
Impact of American Recovery and Reinvestment Act of 2009 on Executive Compensation
In January 2009, the Company received $20 million in capital under the CPP.  The CPP imposes restrictions on executive compensation which are detailed furtherdisruptions in the narrative.  We were requirednational economy and the resulting financial uncertainty that has severely affected the banking industry.  While we believe our market areas have fared better than the national economy during this most recent economic downturn, the economic uncertainty and difficult real estate markets had an impact on our loan losses, loan demand and our net interest margin.  Despite these challenges, we continued to make certain changes to executive compensation arrangements as necessary to comply with the provisions of the EESA.  These restrictionsgrow our franchise and prohibitions apply to various officers, as discussedexpand our footprint in greater detail below.2011.

Compensation Philosophy
We believe it is in the best interest of our shareholders and us 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-term performance goals to motivate our executive officers to attain these goals.  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 limitationsHighlights 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 may be imposed by bank regulatory authorities in the area of compensation.
Elements of Compensation
We have not made any material changes in individual compensation in 2009 compared to 2008.  The elements of compensation used during 2009 to compensate the executive officers2011 include:
 
·Completion of three acquisitions that resulted in the Bank acquiring over $127.8 million in loans and the assumption of over $349.6 million in deposits.
·The acquisitions completed in 2011 allowed us to greatly expand our Texas footprint, including into the Dallas-Fort Worth market, while also enhancing our presence in Louisiana.
·In August 2011, we repaid $20.0 million in TARP funds through our participation in the U.S. Treasury’s Small Business Lending Fund (“SBLF”) which also resulted in an additional $12.0 million in capital for the Bank.  As a result, of our repayment of the TARP funds, we are no longer subject to the compensation limitations imposed under TARP.
- 18 -
·Total assets increased to $1.4 billion, total loans increased to $746.3 million and total deposits increased to $1.2 billion.

We believe our strong capital base and solid financial condition at December 31, 2011 will facilitate our future growth in 2012.  This strategic direction and our 2011 accomplishments formed an important basis for the Compensation Committee’s executive compensation decisions for 2012.

Overview of Elements of Compensation

Historically we have used the following elements as part of our compensation program for our executive officers:

·
Base Salary – fixedFixed base pay that reflectsreflective of each officer’s position, individual performance, experience, and expertise.  While not at risk like incentive compensation, increases in base salary are also tied to our performance.
·
Annual Incentives – Generally cash awards that vary based upon EPSthe achievement of defined performance targets under the Company’s 2011 Annual Incentive Compensation Plan (CICP)(“AICP”).
·
Long-term IncentivesEquity-based Awards – equity-basedWe have the ability to grant equity incentive awards (historically stock options) under theour 2007 Omnibus Incentive Plan that provide ato encourage and reward for increases in the stock price.  No equity awards were made in 2009.long-term performance.
·
Discretionary Bonus Awards – Payment of discretionary bonuses provide flexibility to reward levels of performance that might not otherwise be reflected in other established incentive awards.
·
Retirement Benefits – includesIncludes the employee stock ownership plan (ESOP),ESOP, 401(k) retirement plan, and, with respect to C.R. Cloutier, the 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.Agreement.
·
Other Compensation – certainCertain executives also 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, boardBoard of directorDirector fees, and club memberships.

In establishing the 2011 compensation program, base salary and annual incentives comprised the largest part of potential total compensation payable to the executive officers.   We currently do not target a set percentage for each element that comprises the total compensation.  Instead we consider a number of factors, including our goals for the upcoming year and how the various elements can be used to help achieve such goals in a prudent manner, the total compensation paid in the prior year, and the elements utilized for such compensation.  In addition, regulatory restrictions on the ability to utilize certain elements can also impact our decisions.

We did not utilize any equity-based awards as part of our 2011 compensation program.  While the Compensation Committee of the Board of Directors (the “Committee”) considered the potential long-term incentive nature of such awards, they also recognized the potential dilutive effect of such awards and determined that our compensation goals could be met without the use of such awards for 2011.  We will continue to evaluate the potential benefits of including equity-based awards as part of our compensation program and may include them in future years.
- 19 -
Objectives of Our Compensation Programs

Our culture continues to strive for performance while prudently managing risks.  We believe it is in the best interest of our shareholders and the Company to provide competitive compensation to attract and retain the most qualified executive officers with demonstrated leadership abilities that will secure our future.  The Committee has the responsibility for continually monitoring the compensation paid to our NEOs as well as other executive employees.  The Committee believes that compensation of our executive officers should encourage creation of shareholder value and achievement of strategic corporate objectives, while proactively managing risks associated with all such compensation programs impacting the Company, its subsidiaries, and its shareholders.  Specifically, the Committee is committed to ensuring that the total compensation package for our executive officers will serve to:

·attract, retain, and motivate outstanding executive officers who add value to us based on individual and team contributions;
·provide a competitive salary structure in all markets where we operate;
·align the executive officers’ interests with the long-term interests of our shareholders to enhance shareholder value; and
·ensure that compensation programs do not encourage excessive risk taking or pose a threat to the safety and soundness of the organization.

Impact of American Recovery and Reinvestment Act of 2009 on Executive Compensation

We previously participated in the U.S. Treasury’s Capital Purchase Program under TARP.  Our participation in the TARP program through August 25, 2011 (the “TARP Period”) imposed restrictions on executive compensation, including limitations on the payment of bonuses, limitations on equity-based awards other than shares of restricted stock and the implementation of severance arrangements.  Effective August 25, 2011, we are no longer subject to the executive compensation limits under the TARP program.  However, since we were still subject to those limitations when most of the 2011 compensation decisions were made by the Committee, the removal of such limitations effective as of August 2011 did not have a significant impact on our 2011 compensation program.

Process for Determining Executive Officer Compensation

•   Role of the Personnel Committee and the Executive Officers. The Personnel Committee administers our executive compensation programs.  programs and has the sole discretion: (a) to determine whether and to what extent any NEO compensation plans encourage taking unnecessary and excessive risks that threaten the value of the Company; (b) to determine whether and to what extent any other employee compensation plans covering the executives pose risks to the Company 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 plans based on these determinations.
The Personnel Committee annually reviews and recommends the levels, performance goals, and strategic objectives, relatingfor the CEO to compensationour Board, which has final approval of the Chief Executive OfficerCEO’s compensation.  The Board also has the authority at all times to our Board.  Final approval onmake decisions to withhold incentive compensation awards, earned or unearned, in the CEO’s compensation is made byevent of unforeseen occurrences that could threaten the full Board.financial viability of the organization and its shareholders.  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 solethe 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 engagedseparate advisors, including a compensation consultant, to provide input on executiveassist the Committee in carrying out its responsibilities.  In 2011, the Committee did not engage any 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.or other third party consultants.
 
•   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
·  Comparable business model and performance results.
Shaded 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.
 
-21-- 20 -
 
 
  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 LevelIn connection with establishing the 2011 compensation program, the Committee reviewed publicly available compensation data for 15 similar sized banks (generally banks with $800 million to $2 billion in total assets) located in Alabama, Arkansas, Louisiana, Mississippi and Benchmarking Process.  To evaluateTexas.  The Committee also looked at industry surveys as a basis for comparative analysis of executive pay,compensation.  The purpose of these reviews was to provide the Personnel Committee considerswith data collected on externalrelative to the compensation paid to similarly situated NEOs at other financial institutions to help the Committee determine if our compensation arrangements were competitive levelsin order to meet our goal of compensationattracting, retaining and internal relationships withinmotivating our executive officers.  The Committee did not use this data to benchmark the executive group.  The Personnel Committee makes decisions regarding individual executives’ target total compensation, opportunities based onor any individual element thereof.  While the needCommittee recognized the benefit of using this data to attract, motivate and retain an experienced and effective management team.
Although the Personnel Committee gains considerable knowledge aboutgauge the competitiveness of the Company’s compensation programs, through the benchmarking process and by conducting periodic studies, the Personnel Committee recognizesrecognized that each financial institution is unique and that significant differences between institutions in regard to executive compensation practices exist.
 
AccordingAt the 2011 Annual Meeting of Shareholders, the shareholders approved the compensation of our NEOs with over 98% of the votes cast. After considering this substantial level of approval as well as the Company’s financial and operational performance over the past several years, the Committee determined that the executive compensation program was working as intended and, except as discussed below, did not make any other significant changes to the report provided by Amalfi Consulting, salariesprogram for the CEO, CFO, CLO2011.

Overview of 2011 Performance 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.Compensation

-22-

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 SalarySalary.. Although we favor the use of incentive compensation, we  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 providing a guaranteed and dependable base amount of income.
When setting  In addition, we believe utilizing base salary levels, the Personnel Committee takes into accountas a large portion of the total direct cashpotential compensation amount targeted for each executive.  Essentially, base salary is established by determininghelps mitigate risk as the amount of money,executives do not have to meet certain operational incentives in combination withorder to receive the anticipated amount of annual incentive, 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.payments.

It is also our goal to set specific base salary levels which appropriately reflect the role and responsibility of the executive officer.  Therefore,During this process the Personnel Committee also considers the abilities, qualifications, accomplishments, and prior work experience and cost of living of the executive officer when determining the final recommendation to the Board.  Salary changes from 20082010 to 20092011 are shown in the table below.  Due to the current economic environment, no base salary increases were made in 2009.  The 2010 salary for the CEO is explained in the text above.  To date, no other 2010 salary increase decisions have been made for the 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.   Cash incentives under the 2009 Company’s CICP 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

 
-23-- 21 -
 

 
Named Executive Officer 
2010
Base Salary
  
2011
Base Salary
 
C.R. Cloutier $325,000  $350,000 
Gerald G. “Jerry” Reaux, Jr.(1)
  --  $300,000 
Troy M. Cloutier $127,499  $190,000 
James R. McLemore $210,000  $222,000 
John R. Nichols $145,503  $170,000 
(1) Mr. Reaux began employment with MidSouth Bank on 2/07/11.

In reviewing the 2010 base salaries for Messrs. C.R. Cloutier and McLemore, the Committee believed that our financial performance for 2010 warranted increases in their bases salaries.  In addition, Messrs. Troy Cloutier and Nichols were promoted in 2011 and the larger increases in their base salaries from 2010 as compared to the other NEOs reflected their new positions and responsibilities.  Mr. Reaux was hired in February 2011 and his base salary was negotiated as part of his employment.  The Committee believed that such base salary was reflective of Mr. Reaux’s position within the organization as our Chief Operating Officer and was necessary in the competitive marketplace in order to secure Mr. Reaux’s services.

Given the Company’s growth in 2011, including the completion of the three acquisitions, the Committee has approved increases in the base salaries for all of the NEOs.  The 2012 base salaries are: C.R. Cloutier - $367,500; Gerald G. Reaux - $325,000; Troy M. Cloutier - $220,000; James R. McLemore - $230,000; and John R. Nichols - $190,000.

Annual Incentives.  We believe annual incentives are an important element of executive officers’ compensation because they provide theadditional incentive and motivation to the participants to lead us in achieving success.  The 2009 annual incentive under the CICP is tiedAICP was designed to earnings per share (“EPS”) and makes up a significant part ofincrease shareholder value by focusing the executive officer’s compensation.  The CEO did not participate in this plan in 2009 due to CPP restrictions.
Before the beginning of each year, the Personnel Committee awards each executive officer a specified number of phantom shares.  Annual incentives are calculatedofficers on a quarterly schedule and are based upon the number of phantom shares awarded to the officer at the start of the year, multiplied by our EPS for the quarter.  Sixty percent of the amount determined at each quarter is paid at that time, with the remaining balance paid at the end of the year, provided we were profitable for the entire year.  If we are not profitablegoals for the year (i.e.,and to reward them for achievement of those goals.  Payments under the fourth quarter results in a large loss) then the balance will not be paid.
The number of phantom shares granted each year is generally determined by DecemberAICP are based upon the number of shares awarded in the past year, and the impact of the award on total 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.
In December of 2008, the Personnel Committee granted phantom shares for 2009 which resulted in the payouts presented in the table below.  Due to the current economic environment and our financial performance in 2009, there were no increases in the number of shares from 2008 levels.  Amounts are prorated for Mr. 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 2009 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 the participant’s base salary with award amounts split equally between cash- 5% for achievement of goals at the threshold level and restricted stock.  For10% for achievement of goals at the cash componenttarget level.  At its discretion, the Committee may pay awards above the 10% of base salary level if results are above the incentive plan,target level.

Awards under the AICP are tied to the achievement of goals in up to three categories: overall Bank goals, regional/departmental goals, and/or individual goals.  The intent is to provide a plan that is based on what we believe are industry best practices and to provide motivation for each officer to achieve both goals relative to overall CompanyBank performance (thereby aligning their interests with those of our shareholders) and goals related to theiran officer’s specific job

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function.  This plan willWe believe the AICP also help ushelps mitigate risk withby providing each officer having three company-wide goals versus one goal in the prior plan.as opposed to a single goal.  Having multiple goals helps ensure there is an appropriate balance of objectives, as compared to a focus on one goal thatwhich otherwise could lead to performance sacrificesinconsistencies within other areas of the organization.
In 2011, for our NEOs other than our CEO, 75% of eligible award payout dollars are tied to achievement of our overall Bank goals, which for 2011 were improvements in net income (60% weighting), net core deposit growth (7.5% weighting) and net loan growth (7.5% weighting).  The remaining 25% of a potential award is based on regional/departmental goals with equal weighting.   Regional/departmental goals can include goals tied to asset quality, internal risk ratings of loans and the completion of acquisitions.   However, to receive any payment under the 2011 AICP, the Company had to hit at least the threshold level with respect to net income.  For our CEO, Mr. C.R. Cloutier, 100% of his award was based on the achievement of overall Bank goals, which, like the other areas.  The restricted stock component is not performance-based, but vestsNEOs, for 2011 were net income (80% weighting), net core deposit growth (10% weighting) and net loan growth (10% weighting).  Similar to the other NEOs, in order for Mr. C.R. Cloutier to receive any payment under this award, the Company had to hit at least the threshold level with respect to net income.
- 22 -
For 2011, the Committee established the following threshold and target goals for payment of awards under the AICP:

Performance
Measure
Threshold
Level
Target
Level
Net income
$6.00 million
 $7.50 million
Net core deposit growth
$29.00 million
$36.25 million
Net loan growth
$28.40 million
$48.00 million

For the year ended December 31, 2011, we had net income of approximately $4.5 million.  As a result, no payments were made to any of the NEOs under the AICP for 2011.

For 2012, the Committee has determined that 100% atof each NEO’s potential award under the end of three years.  Mr. Cloutier is not eligible for this plan due to CPP restrictions.AICP will be based on overall Bank goals, which will remain net income improvement, net core deposit growth and net loan growth.

•   Long-term Equity AwardsDiscretionary Bonuses.  . In 2007, we received shareholder approvalreviewing our performance for an Omnibus Incentive Plan.   This plan provides us with flexibility2011, the Committee recognized that the Company completed three acquisitions 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.  Stock option grants always have an exercise price equal to our stock price at the time they are awarded. Historically stock options had been granted on a discretionary basis.  A stock option only rewards the executive if the stock price increases over arelatively short period of time.  No equity awardsThe acquisition activities greatly increased the responsibilities of the NEOs above their normal day-to-day operational responsibilities and required a significant time commitment by the NEOs.  Even with these additional responsibilities and time commitments, the NEOs were made under this planable to help the Company achieve financial and operational growth in 2009 due2011, including growth in total assets, total loans and total deposits.  As a result, the Committee granted the following discretionary bonuses to financial performance .each of the NEOs, other than Mr. C.R. Cloutier, in 2011.
 
Named Executive Officer Discretionary Bonus 
Gerald G. “Jerry” Reaux, Jr. $15,000 
Troy M. Cloutier $7,500 
James R. McLemore $5,000 
John R. Nichols $5,000 

In 2010,addition to the discretionary bonus described above, Mr. Troy Cloutier also received a bonus in the amount of $16,433 pursuant to the compensation arrangement in place with him prior to his promotion to Chief Banking Officer in late 2011 (at which time he became an executive officer).  Mr. McLemore also received a bonus in the amount of $11,400 as part of the relocation bonus agreed to upon Mr. McLemore joining the Company is considering restricted stock grants to limit dilution of current shareholders and to ensure long-term retention of key executives.  Similar to past practices, grants would be made on a discretionary basis depending on the overall financial performance of the Company.in 2009.
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•   Retirement BenefitsBenefits..  Executive 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 alleligible employees with a tax-advantaged savings opportunity for retirement.  We sponsor this plan to help employees in all levels save and accumulate assets for use during their retirement.  As required, eligible pay under this plan is capped at annual limits defined under the Internal Revenue Code (“IRC”) annual limits.  NoCode.  The 401(k) plan allows for us to make a discretionary matching contribution.  Matching contributions were made to each NEO are included in 2009.the “All Other Compensation Table” below.

We have entered intoFor 2011, an Executive Indexed Salary Continuation Agreements withAgreement was in place for Mr. Cloutier, Ms. Hail, and Mr. Landry.C.R. Cloutier.   The agreements provideagreement provides that upon the executive officer reaching normal retirement age the executive officer willcould elect to receive payment of amounts as defined in the agreement and presented inunder the narrative of the “Nonqualified Deferred CompensationCompensation” 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.below.

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”)the 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.  WeInformation with respect to contributions made contributions to each NEO under the NEOs ESOP accounts during 2009 (see footnote six tois included in the Summary“All Other Compensation Table).Table” below.

•   Other CompensationCompensation..   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, boardBoard of directorDirector fees, and club memberships.

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We maintain a split dollar insurance arrangementsarrangement with Mr. Cloutier, Ms. Hail and Mr. Landry.  EachC.R. Cloutier.  This 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.Messrs. C.R. Cloutier, Ms. HailReaux, T. Cloutier, and Mr. LandryNichols with areimbursements for an individual supplemental Term Life Insurance Policy payable to a beneficiary of their choice and reimbursements for 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 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 our benefit plans are negotiated with the providers of such benefits and the executive officers contribute to the cost of the benefits.
 
- 24 -

•   Employment AgreementsSeverance Benefits Plan.  .  Until March 2010, we maintained an employment agreement withIn late 2011 and following our Senior Executive Vice President, Ms. Karen L. Hail.  Asrepayment of April 1, 2010, in connection with her new role as Directorall TARP funds, the Committee approved a Severance Benefits Plan.  The purpose of Asset Procurement, Ms. Hail’s employment agreementthe Severance Benefits Plan is no longer in effect; however, we have agreed to continue to provide her with materially the same level of compensationtemporary and short-term unemployment-type benefits that she was entitled to receiveeligible employees whose employment is terminated 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 isspecific conditions described in the Company& #8217;s best interest in orderplan. The Severance Benefits Plan became effective January 1, 2012.  The Committee adopted the plan to attract or retain an exceptional employee and the termsremain competitive with other financial institutions, many of which agreement are limitedprovide benefits similar to those provided under the Board believes necessary basedSeverance Benefits Plan.  Prior to repaying TARP funds, we were prohibited from providing such benefits pursuant to TARP regulations.  For additional information on market conditions.payments to the NEOs that may be required under the Severance Benefits Plan, please see “Potential Payments upon Termination or Change of Control” below.

Under her newEmployment Agreements.  The Company currently has no active employment arrangement, Ms. Hailagreements in place. The Company’s Board will continue to receive a minimum annual base salary, term life insuranceevaluate employment agreements as needed in the amount of four times annual base salary payable to a beneficiary of her 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 health club, and membership at a dinner club.future.

Executive Compensation Limitations under EESA, ARRA andTARP.  During the Securities Purchase Agreement
Under EESA, the ARRA and the Securities Purchase Agreement entered into between the Company and the Treasury, the Company will beTARP Period, we were subject to certain restrictions implemented by the Treasury with respect to the compensation of itsour Senior Executive Officers (“SEOs”) 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 Company’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.
employees.  For purposes of these restrictions, “Senior Executive Officers” or “SEOs”SEOs are defined under the 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,PFO; (4) any additional employees serving in the role of PEO or PFOPFO; 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 hasFor the TARP Period, we determined the following Named Executive Officersthat each of the Company 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 Company’s defi nition of Named Executive Officers.NEOs would also be a SEO.

Unnecessary and Excessive Risk.In accordance with the regulatory restrictions and guidance, during the Company has takenTARP period, we took 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:Company:

—  
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 meetmet 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 meetmet 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 certifycertified in the PersonnelCompensation Committee Report included in this Proxy Statement that it has completed the reviews for the TARP Period discussed in the prior two bullet points.

General Prohibition.  ARRA included an additionalWhile no longer required to comply with these restrictions as a result of our repayment of all TARP funds, the Committee intends to continue its review of our compensation standard prohibitingarrangements at least every six months to evaluate what risks the usecompensation plans pose to the value of any compensation plan that encourages manipulation of reported earnings.the Company.
 
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 compensation of the employee 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 or 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 computed without regard to “performance-based compensation” and certain 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 Company-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 corporate governance requirements.
As 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.  We 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 OfficerCEO and Chief Financial OfficerCFO must give back certain incentive-basedincentive based or equity-basedequity based compensation received.  We have also structured, with intention to modify as needed, our internal policies related to regulatory compliance guidelines in the event that recovery of erroneously awarded compensation would be necessary.  In addition to the Sarbanes-Oxley Act of 2002, we anticipate additional clawback rules to be implemented pursuant to the Dodd-Frank Wall Street Reform and Recovery Act.
 
Each of the NEOs has signed a compensation modification agreement that specifies any awards made under the CICP plan are subject to “clawback,” or 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.”
- 25 -
 
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.
•   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 NEOs, as a group, hold a substantial portion of our stock.  If circumstances change, the Personnel Committee will review whether such a policy is appropriate for our 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 ourthe Company’s 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 OfficerCEO and the four other most highly compensated executive officers.MHCE.
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 earned in 2009 will not exceed the deductibility limitations on non-excluded compensation to certain executive officers.
CPP participants are subject to provisions of section 162(m)(5) of the Internal Revenue Code which limits the deduction of compensation to $500,000 per year for SEOs.  Compensation covered by this limitation includes incentive compensation and deferred compensation.  We do not believe that compensation provided in 2009 surpasses the $500,000 level for any of our SEOs.

•   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).

•   §409A Compliance.  All compensation plans and other relevant documents were reviewed and modified as needed to comply with Internal Revenue Code - Section §409A requirements.
 

 
-29-- 26 -
 

 
PERSONNELCOMPENSATION COMMITTEE REPORT

The PersonnelCompensation 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 Committee, the Committee has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement to be delivered to shareholders.
The 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 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.

The risk assessment reviewedCompensation Committee also certifies that, solely with respect to the following plans:TARP Period:

·  
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

-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:

·  (1)It has reviewed with the senior risk officer the senior executive officer (“SEO”)NEO compensation plans and has made all reasonable efforts to ensure that these plans do not encourage SEOsNEOs to take unnecessary and excessive risks that threaten the value of the Company;
·  (2)It has reviewed with the senior risk officer the employee compensation plans and has made all reasonable efforts to limit any unnecessary riskrisks these plans pose to the Company; and
·  (3)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 PersonnelCompensation Committee:
  
 Will Charbonnet Sr., Chairman
 James R. Davis, Jr.
 J. B. Hargroder, M.D.
 R. Glenn Pumpelly
 Joseph V. Tortorice, Jr.
R. Glenn Pumpelly

 
 
-31-- 27 -
 

 
RISK COMMITTEE REPORT

The Risk Committee hereby certifies that, solely for the TARP Period, it has reviewed the senior executive officer (as defined in U.S. Treasury regulations) (“SEO”)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 lylikely to have an adverse effect on the companyCompany 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
 R. Glenn Pumpelly, Director/Secretary to the Board
 Teri S. Stelly, Controller
 George Shafer, Compliance
 Arleen Bodin, Security
 Glenda Montet, Risk Manager
 Karen Penny,Mike Leatherman, Loan Review
 Jay Angelle, Legal Counsel
Larry Miller, Auditor
Michael Leatherman, Loan Review Officer/Special Assets Manager


 
-32-- 28 -
 

SUMMARYEXECUTIVE COMPENSATION TABLE

Summary Compensation Table
The following table sets forth compensation received from the Company for the fiscal year ended December 31, 2009,2011, by the Company’sits NEOs.
 
Name and
Principal Position
Year 
Salary
 ($)
  
Bonus
($)
  
Stock
Awards
($)(6)
  
Option
Awards
($)
  
Non-Equity
Incentive
Plan
Compensation
($) (4)
  
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
($)
  
All Other
Comp.
($) (5)
  
Total
($)
 
(a)(b) (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j) 
C. R. Cloutier
President & Chief Executive Officer
2011  347,917   0   0   0   0   0   113,930   461,847 
2010  325,000   0   16,250   0   0   0   109,441   450,691 
2009  200,000   0   0   0   0   0   91,550   291,550 
Gerald G. Reaux, Jr.
Vice Chairman &
Chief Operating Officer (1)
2011  270,454   15,000   0   0   0   0   53,507   338,961 
2010  --   --   --   --   --   --   --   -- 
2009  --   --   --   --   --   --   --   -- 
Troy M. Cloutier
Senior Executive VP
& Chief Banking Officer(2)
2011  190,000   23,933   0   0   0   0   36,991   250,924 
2010  127,499   25,000   6,250   0   1,288   0   32,636   192,673 
2009  104,993   10,000   0   0   13,281   0   10,823   139,097 
James R. McLemore Senior Executive VP
& Chief Financial Officer
2011  222,000   16,400   0   0   0   0   17,469   255,869 
2010  210,000   8,100   10,500   0   1,276   0   22,604   252,480 
2009  91,625   50,000   0   0   11,813   0   35,086   188,524 
John R. Nichols
Senior Executive VP
& Chief Credit
Officer(3)
2011  170,000   5,000   0   0   0   0   39,865   214,865 
2010  145,503   40,100   6,500   0   1,339   0   26,419   219,861 
2009  118,001   5,000   0   0   90   0   8,118   131,209 
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. Reaux began employment on February 7, 2011.
_________________________(2)  Mr. Troy Cloutier was promoted to Senior Executive Vice President & Chief Banking Officer in 2011.
(3)  Mr. Nichols was promoted to Senior Executive Vice President during 2011.
(1)  (4)  Amounts paid out pursuant to the Company’s Annual Incentive Plan for cash-based awards earned during the 2009 & 2010 plan periods.
Mr. McLemore was hired on July 13, 2009.  He received a $50,000 signing bonus upon the start of his employment.
(2)  (5)  All other 2011 compensation for NEOs includes the total of benefit and perquisite amounts as listed in the table below.
Ms. Stelly acted as the interim CFO from January 15, 2009 to July 12, 2009.
(3)  (6)   Consists of shares of restricted stock granted at fair value ($12.77 per share) on a discretionary, one-time basis during 2010.
Mr. Corrigan resigned on January 15, 2009.
(4)  
Mr. Utz resigned on May 15, 2009.
(5)  
2009 amounts paid out pursuant to our Incentive Compensation Plan for phantom shares granted in December 2008 for the 2009 plan year.  The phantom shares paid out based on earnings per share of $0.51, the basic undiluted earnings per share for the year-ending 12/31/2009.  Mr. McLemore only received payouts for the last two quarters of 2009.  Mr. Utz only received a payout for the first quarter of 2009.
(6)  
2009 all other compensation for the NEOs includes the total of the benefits and perquisites listed in the table below.
 
 
-33-- 29 -
 
 
All Other Compensation Table

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 
_________________________The following table sets forth all other compensation received from the Company in the form of benefits and perquisites for the fiscal year ended December 31, 2011, by its NEOs.
 
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 $5,407 for Mr. Landry.
Name 
Auto
Expense
($)
  
Board of
Director
Fees
($)
  
Cell
Phone/
PDA
($)
  
Club
Member-
ship
($)
  
EISCP
Co.
Contri-
bution
($)
  
ESOP
Co.
Contri-
bution
($)
  
 
401-K
Co.
Contri-
bution
($)
  
Imputed
Income-
Split
Dollar
Life Ins
($)
  
Supple-
mental
 Life Ins
Premiums
($)
  
Divid-
ends
($)
  
Supple-
mental
Disability
Ins
($)
  
 
 
COBRA
Reimburs-
ment
($)
  
Uniform
Allow-
ance
($)
  
Total
($)
 
C.R. Cloutier  732   56,450   1,717   7,538   17,200   9,523   1,352   735   11,058   357   6,768   n/a   500   113,930 
Gerald G. Reaux, Jr.  5,500   29,350   2,400   2,191   n/a   n/a   0   n/a   1,844   n/a   9,623   2,266   333   53,507 
Troy M. Cloutier  1,405   18,400(1)  1,945   1,175   n/a   8,488   1,004   n/a   677   137   3,260   n/a   500   36,991 
James R. McLemore  4,414   n/a   1,372   1,667   n/a   9,286   0   n/a   n/a   230   n/a   n/a   500   17,469 
John R. Nichols  4,452   9,200(2)  1,590   1,902   n/a   6,911   0   n/a   6,732   143   8,435   n/a   500   39,865 
(1)  Mr. Troy Cloutier was appointed to the MidSouth Bank, N.A. Board of Directors on May 25, 2011 and receives fees for his service on the Board and the committees he serves.
(2)  Mr. Nichols was appointed to the MidSouth Bank, N.A. Directors Loan Committee and receives fees for his service on this committee.
 
GRANTS OF PLAN-BASED AWARDS
The Grants of Plan BasedPlan-Based Awards

The following table discloses the total number ofpayout opportunities under non-equity incentive based plan shares grantedawards for the 2009 plan year and the payout opportunity for 2009.  No equity2011.  All 2011 awards were grantedmade under the 2011 AICP.  No amounts were paid in 2009.
2011 under the AICP.  For additional information on the AICP, see “Compensation Discussion and Analysis” above. Except as included below with respect to the 2011 AICP awards, no other equity or non-equity incentive awards were made in 2011.

    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
   
Non-Equity Incentive Plan
Opportunity for Most Recently Completed Fiscal Year
 
 
 
 
 
Named
Executive Officer
 
 
 
 
Plan
Name
 
Threshold
  
Target
  
Maximum
 
C.R. Cloutier
2011 AICP
 $16,250  $32,500   (1)
Gerald G. Reaux, Jr.
2011 AICP
 $15,000  $30,000   (1)
Troy M. Cloutier
2011 AICP
 $9,750  $19,500   (1)
James R. McLemore
2011 AICP
 $11,100  $22,200   (1)
John R. Nichols
2011 AICP
 $8,500  $17,000   (1)
_________________________(1) The Compensation Committee has the discretion to increase the payouts under the 2011 AICP awards in the event that the performance measures exceeded the target levels.  Under the terms of the 2011 AICP there is no cap on the discretionary amount that may be paid for performance in excess of target levels.
(1)  
Amounts granted pursuant to our Incentive Compensation Plan as described in the Compensation Discussion & Analysis.  Grants determined and awarded in December 2008 for the 2009 calendar 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, 2009 basic earnings per share of $0.83 times the number of non-equity incentive plan awards granted for 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.

 
 
-34-- 30 -
 
 
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
The Outstanding Equity Awards at Fiscal Year EndYear-End
The following table reflects each NEOsNEO’s unexercised option awardawards and restricted stock holdings at December 31, 2009 on an individual award basis.  There were no restricted stock awards outstanding as of December 31, 2009.2011.
 
  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
_________________________
  
Option
Awards
  
Stock
Awards
 
Named
Executive Officer
 
Number
of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
  
Number
of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
  
Equity
Incentive
Plan
Awards
Number of
Securities
Underlying
Unearned
Options
(#)
  
Option
Exercise
Price
($)
  
Option
Expiration
Date
  
Number
of
Securities
or
Stock
Units
Not
Vested
(#) (2)
  
Market
Value of
Shares or
Stock
Units
Not Vested
($) (2)
  
Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Rights
Not
Vested
  
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Rights
Not
Vested
  
Options
Vesting
Date
(1)
  
Stock
Vesting
Date
(2)
 
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h)  (i)  (j)  (k)  (l) 
C. R. Cloutier  9,998   0   0  $6.55  5/31/12   1,272.51  $16,249.95   n/a   n/a  05/31/07  06/30/13 
Gerald G. Reaux, Jr.  0   0   0   n/a   n/a   0   0   n/a   n/a   n/a   n/a 
Troy M. Cloutier  1,805          $19.68  02/27/14                  02/27/09    
   1,313   0   0  $20.88  12/14/15   489.43  $6,250.02   n/a   n/a  12/14/10  06/30/13 
James R. McLemore  0   0   0   n/a   n/a   822.24  $10,500.00   n/a   n/a   n/a  06/30/13 
John R. Nichols  1,313   0   0  $20.88  12/14/15   509.01  $6,500.06   n/a   n/a  12/14/10  06/30/13 
(1) All options listed above vest at a rate of 20% per yearannually over a five yearfive-year period from the date of grant.
(2) Grant of restricted stock with three-year cliff vesting date of 06/30/13 for Messrs. C.R. Cloutier, T. Cloutier, McLemore and Nichols.
 
OPTION EXERCISES AND STOCK VESTEDOption Exercises
 
The NEOs did not exercisefollowing table shows the number of stock options that were exercised by Mr. C.R. Cloutier in 2011.  No other NEO exercised stock options or havehad shares of restricted stock vest in 2009.2011.
 
PENSION BENEFITS
   Option Awards 
Named
Executive
Officer
Grant
Date
 
# of Shares
Acquired
on
Exercise
 
Date
of Exercise
 
Stock
Price on
Date of
Exercise
  
Strike
Price
of
Option
  
Value
Realized on
Exercise
 
C. R. Cloutier5/31/02  10,000 12/07/11 $13.38  $6.55  $68,300 
 
Pension Benefits
The Company does not provide employees with any pension retirement benefits reportable under this table.  The Executive Indexed Salary Continuation AgreementsAgreement with the NEOs areMr. C.R. Cloutier is considered a defined contribution plansplan and areis reported below under the “Nonqualified Deferred Compensation Table.Table.”
 

 
-35-- 31 -
 

 
NONQUALIFIED DEFERRED COMPENSATION TABLENonqualified Deferred Compensation Table
 
The Nonqualified Deferred Compensationfollowing table reflects the activity during the 20092011 calendar year for each of the NEOs eligible forMr. C.R. Cloutier under our deferred compensation benefit plans.  No other NEO is currently participating under 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 
Named Executive Officer
Plan
Name
(1)
 
Executive
Contributions
  
Employer
Contributions
in
Last Fiscal
Year
  
Aggregate
Gain/Loss
in
Last Fiscal
Year
  
Aggregate
Withdrawals/
Distributions
  
Aggregate
Balance At
End of
Last Fiscal
Year
 
C. R. CloutierDDCP $0  $0  $(133,381) $0  $852,962 
 EISCP $0  $17,200  $0  $0  $126,521 
_________________________
(1) The DDCP is invested in our common stock.  Earnings (losses) are based on the increase (decrease) in stock price during the year.  Dividends paid on the common stock are credited to each account and are used to purchase additional shares of common stock.  For the Executive Indexed Salary Contribution Agreement (the “EISCP”), the amounts presented reflect contributions to the balances held in the pre-retirement accounts associated with the plan.
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 providedWe provide Mr. C.R. Cloutier Ms. Hail, and Mr. Landry with an Executive Indexed Salary Continuation Agreement, which establishes a pre-retirement account.  Upon the executive officerMr. C.R. Cloutier’s reaching normal retirement age, he or she willmay elect to receive payment as designated by the accrued amounts within the account.   The payments are required to be disbursed in the form of the pre-retirement account made in annual cash installments over 10 years.  The pre-retirementAt the present time, Mr. Cloutier has elected not to begin to receive payments under the EISCP, although he has reached the normal retirement age, as defined in the agreement.  This account has beenwas established as a liability reserve account on our booksbalance sheet for the benefit of the executive officer.  The account is increased or decreased each year by an amount equal to the Indexindex (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 our third quarter report for the  fiscal year as filed with the Federal Reserve).

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 NEOs serving on our Board.


-36-

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE OF CONTROLPotential Payments upon Termination or Change of Control

The discussion and tables below reflect the estimated amount of compensation that each of the NEOsMr. C.R. Cloutier would be entitled to in the event of termination of such executive’shis employment.  The amounts shown assume a termination date of December 31, 2009.2011.  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 accrued, and payments in the event of a 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.
 

- 32 -
 
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
 
Compensation and/or Benefits Payable Upon Termination (1)
 
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. CloutierC.R. Cloutier                   
Supplemental Life Insurance Death Benefit $0  $0  $0  $0  $0  $400,000  $0  $0  $0  $0  $0  $650,000 
Supplemental Long-Term Disability Benefit(1)(2)
 $0  $0  $0  $0  $194,738  $0  $0  $0  $0  $0  $87,600  $0 
Executive Indexed Salary Continuation Benefit(1)(2)
 $85,817  $0  $85,817  $109,574  $85,817  $90,699  $126,521  $0  $126,521  $152,058  $126,521  $126,521 
Split-Dollar Life Insurance $0  $0  $0  $0  $0  $461,430  $0  $0  $0  $0  $0  $419,738 
Severance Benefits Plan(3)
 $0  $0  $350,000  $350,000  $0  $0 
Accelerated Equity Awards $16,250  $0  $0  $16,250  $16,250  $16,250 
Total $85,817  $0  $85,817  $109,574  $280,555  $952,129  $142,771  $0  $476,251  $518,308  $230,371  $1,212,509 
Total Allowable Per ARRA Restrictions $85,817  $0  $85,817  $85,817  $280,555  $952,129 
_________________________(1)All figures based on appropriate present value discounting and/or account balances as provided by current administrators of each plan type.
(2) Present value of benefit calculated using 120% of the semi-annual compounded short-term AFR as of December 2011 (0.38%).   Amounts are projected benefits and are subject to change.
(1)  (3) Reflects payments that would have been owed pursuant to the Severance Benefits Plan that became effective January 1, 2012 if such plan had been in place as of December 31, 2011.
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 involuntary termination without cause, Mr. C.R. Cloutier receives the balance in his pre-retirement account under the Executive Indexed Salary Continuation Plan (“EISCP”)EISCP paid out in equal annual installments over a ten-year period beginning at the age of 65.

Upon involuntary termination without cause, Mr. C.R. Cloutier receives the balance in his pre-retirement account under the EISCP paid out in equal annual installments over a ten-year period beginning at the age of 65 and the benefit specified under the terms of the Severance Benefits Plan.
 
In the event of termination without cause or for good reason in connection with a change-in-control, Mr. C.R. Cloutier will receive the benefit specified under the terms of his EISCP as if he had been continuously employed until his normal retirement age of 65.  At the discretion of the Company, he may also receive the benefit specified under the terms of the Severance Benefits Plan in connection with a change-in-control.

Upon long-term disability, Mr. C.R. Cloutier will receive the annual benefit presented in the table as specified under his supplemental long-term disability policy.  Mr. C.R. 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.

-37-

Upon death, Mr. C.R. Cloutier’s beneficiaries will receive the benefit as defined under his supplemental life insurance policy and shall be entitled to an amount equal to 80% of the death benefitnet at risk insurance portion of the proceeds 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 EISCP.EISCP as well as the benefit amount associated with his Split-Dollar Life Insurance Plan.
 
 
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 
_________________________
- 33 -

Under the terms of 2007 Omnibus Incentive Plan, all outstanding equity awards vest and become fully exercisable upon a change of control.  In addition, the award agreement for Mr. C.R. Cloutier’s restricted stock provides that the cliff vesting of such shares shall be accelerated upon Mr. C.R. Cloutier’s termination in the event of his death or disability.

The discussion and tables below reflect the estimated amount of compensation that the NEOs, other than Mr. C.R. Cloutier, would be entitled to in the event of termination of their employment.  The amounts shown assume a termination date of December 31, 2011.  Amounts do not include compensation and benefits available to all of the Company’s general employees on a non-discriminatory basis.

Compensation and/or Benefits Payable Upon Termination (1)
 
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
 
Gerald G. Reaux, Jr.                  
Supplemental Life Insurance Death Benefit $0  $0  $0  $0  $0  $1,200,000 
Supplemental Long-Term Disability Benefit (2)
 $0  $0  $0  $0  $129,540  $0 
Severance Benefits Plan(3)
 $0  $0  $300,000  $300,000  $0  $0 
Accelerated Equity Awards $0  $0  $0  $0  $0  $0 
Total $0  $0  $300,000  $300,000  $129,540  $1,200,000 
Troy M. Cloutier                        
Supplemental Life Insurance Death Benefit $0  $0  $0  $0  $0  $780,000 
Supplemental Long-Term Disability Benefit (2)
 $0  $0  $0  $0  $108,420  $0 
Severance Benefits Plan(3)
 $0  $0  $190,000  $190,000  $0  $0 
Accelerated Equity Awards $6,250  $0  $ 0  $6,250  $6,250  $6,250 
Total $6,250  $0  $190,000  $196,250  $114,670  $786,250 
James R. McLemore(4)
                        
Supplemental Life Insurance Death Benefit $0  $0  $0  $0  $0  $0 
Supplemental Long-Term Disability Benefit $0  $0  $0  $0  $0  $0 
Severance Benefits Plan(3)
 $0  $0  $220,000  $220,000  $0  $0 
Accelerated Equity Awards $10,500  $0  $0  $10,500  $10,500  $10,500 
Total $10,500  $0  $220,000  $230,500  $10,500  $10,500 
 
(1)  
- 34 -
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
Compensation and/or Benefits Payable Upon Termination (1)
 
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
 
John R. Nichols                        
Supplemental Life Insurance Death Benefit $0  $0  $0  $0  $0  $600,000 
Supplemental Long-Term Disability Benefit (2)
 $0  $0  $0  $0  $82,908  $0 
Severance Benefits Plan(3)
 $0  $0  $170,000  $170,000  $0  $0 
Accelerated Equity Awards $6,500  $0  $ 0  $6,500  $6,500  $6,500 
Total $6,500  $0  $170,000  $176,500  $89,408  $606,500 
(1)  All figures based on appropriate present value discounting and/or account balances as provided by current administrators of each plan type.
(2)  Present value of benefit calculated using 120% of the balance in her pre-retirement account undersemi-annual compounded short-term AFR as of December 2011 (0.38%).   Amounts are projected benefits and are subject to change.
(3) Reflects payments that would have been owed pursuant to the EISCP paid out in equal annual installments over a ten-year period beginning at the age of 65.  
Under her prior employment agreementSeverance Benefits Plan that wasbecame effective January 1, 2012 if such plan had been in place as of December 31, 2009, Ms. Hail would receive a lump sum payment equal to one times base salary in the event2011.
(4)  Mr. McLemore has acquired Supplemental Life Insurance as of 1/1/12.
Upon involuntary termination without cause.  Ms. Hail willcause, Messrs. Reaux, T. Cloutier, McLemore and Nichols would receive the balance in her pre-retirement account paid out in equal annual installments over a ten-year period beginning atbenefit specified under the ageterms of 65.the Severance Benefits Plan.
 
Under her prior employment agreement, inIn the event of a termination without cause or for good reason in connection with a change-in-control, Ms. Hail would have received one times base salary payable in equal installments over 12 months.  She willMessrs. Reaux, T. Cloutier, McLemore and Nichols, at the discretion of the Company, may also receive the benefit specified under the terms of her EISCP as if she had been continuously employed until her normal retirement age of 65.  the Severance Benefits Plan in connection with a change-in-control.

Upon long-term disability, Ms. HailMessrs. Reaux, T. Cloutier, and Nichols will receive the annual benefit presented in the table as specified under herhis 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.  
 
Upon death, Ms. Hail’sMessrs. Reaux, T. Cloutier, and Nichols beneficiaries will receive the benefit as defined under herhis supplemental life insurance policypolicy.

Under the terms of 2007 Omnibus Incentive Plan, all outstanding equity awards vest and 80%become fully exercisable upon a change of the death benefit of the whole life policy associated with the EISCP.control.  In addition, her beneficiaries will receive a lump-sum paymentthe award agreements for the restricted stock held by the NEOs provide that the cliff vesting of such shares shall be accelerated upon the unpaid accrued benefit balanceNEO’s termination in her pre-retirement account associated with the EISCP.
event of death or disability.
 
 
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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 balance in his pre-retirement account paid out in equal annual installments of $6,922 over a ten-year period beginning at age 65 due to his voluntary resignation.  The present value of this benefit shown above is calculated using 120% of the semi-annual compounded long-term AFR as of December 2009 (4.96%).
Mr. Corrigan resigned effective January 15, 2009 and Mr. Utz resigned May 15, 2009.  They received no benefit or payment in connection with their termination event.  Ms. Stelly and Mr. McLemore are not eligible for any benefits or payments under any termination events.
Under the Company’s 1997 Stock Incentive Plan, all unvested stock options, stock appreciation rights, and shares of restricted stock shall become fully vested upon a change in control, as defined in the plan document.  No NEOs have any unvested stock options, stock appreciation rights, or restricted stock.
If we terminate any of the NEOs for cause, we shall have no obligations to the executive after the date of termination.
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OUTSIDE DIRECTOR COMPENSATION
 
The following table sets forth the compensation paid to each of our outsidenon-employee directors for the 20092011 calendar year. InformationFor information regarding compensationthe director fees paid to our inside directors, Mr.Messrs. C.R. Cloutier and Ms. Hail is includedReaux, both of whom are employee directors, see the “Summary Compensation Table” above.
Director 
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.
  Total 
Name 
($) (1)
  ($)  ($)  ($)  ($)  
($) (2)
  ($) 
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h) 
Will Charbonnet Sr. $69,150   0   0   0   0   0  $69,150 
James R. Davis Jr. $50,850   0   0   0   0   0  $50,850 
J.B. Hargroder, M.D. $53,200   0   0   0   0   0  $53,200 
Karen L. Hail (3)
 $16,900   0   0   0   0   0  $16,900 
Clayton Paul Hilliard $31,250   0   0   0   0   0  $31,250 
Milton B. Kidd III, O.D. $31,650   0   0   0   0   0  $31,650 
Timothy J. Lemoine $43,950   0   0   0   0   0  $43,950 
R. Glenn Pumpelly $42,150   0   0   0   0   0  $42,150 
William M. Simmons $46,650   0   0   0   0   0  $46,650 
Joseph V. Tortorice, Jr. $26,850   0   0   0   0   0  $26,850 
(1)Director fees include remuneration in the Summary Compensation Table.form of a standard retainer fee, individual meeting fees, committee chair fees, as well as reasonable and customary travel expense reimbursement where applicable.
(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)Karen L. Hail was not reelected to the Board at the Annual Shareholders Meeting in May of 2011.  Her last day of service as a Board member was May 25, 2011.
 
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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2009 BOARD FEE SCHEDULE2011 Board Fee Schedule
 
A schedule of director fees is listed below. All directors of the holding companyCompany’s directors are also directorsDirectors of the Bank.  Directors receive meeting fees only for meetings they attend.
 
2009
Summary of
Board Fee Schedule
 
2011 Summary of Board Fee Schedule2011 Summary of Board Fee Schedule 
Monthly Board Service Fee (Retainer)Monthly Board Service Fee (Retainer) Monthly Board Service Fee (Retainer) 
Holding Company Board $750  $750 
Bank Board(1) $250  $300 
Additional Monthly Fees per ResponsibilityAdditional Monthly Fees per Responsibility Additional Monthly Fees per Responsibility 
Board Chair $900  $900 
Board Vice-Chair $450 
Board Vice Chair(1)
 $450 
Audit Committee Chair $800  $1,300 
Holding Company & Bank Board Meeting FeesHolding Company & Bank Board Meeting Fees Holding Company & Bank Board Meeting Fees 
Regular Board Meetings $500  $500 
Special Board Meetings $500  $500 
Committee Meetings Committee Meetings    
· First Hour
 $ 200  $200 
· Amounts Per Additional Hour
 $100 
· Amount Per Additional Hour
 $100 

(1)Directors fees were revised in June of 2011.  Revisions included:  monthly board service fee was increased from $250 to $300 and monthly fee for the Vice Chairman of the Board was eliminated.
Director’s Deferred Compensation Plan
 
We have a Directors Deferred Compensation Plan (DDCP) for members of the Board, administered by the Executive Committee of the Board.   The DDCP allows for participation by any member of the Board of Directors of the Company or the board of any of its subsidiaries.  To participate in the Plan,DDCP, the Director executes a Deferral Authorizationdeferral 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 or a participating subsidiary.   AsThe DDCP provides for the establishment of a revocable trust to be known as the Deferred Compensation Trust of MidSouth Bancorp, Inc. (the “Trust”) in accordance with the terms of the last dayDDCP.  MidSouth Bank, N.A., a subsidiary of eachthe Company, serves as the Trustee for the Trust.  Within 30 days following the end of a calendar month,quarter, the Company or its participating subsidiaries will contribute fees deferred arepursuant to the deferral authorizations in effect during eligible time periods.  Amounts will be credited to participants via individually established deferred compensation accounts (“DCAs”).  All contributions and withdrawals must be in accordance with Section 409A of the accountInternal Revenue Code.
Each participant will act as a general creditor of the Company or its subsidiaries and are usedwill have an unsecured right to purchase our common stock.funds deferred into their individual DCA.  Dividends paid on the common stock are credited to each account as shares of common stock, and if in cash, are used to purchase additional shares of common stock. AmountsThese shares will not carry voting rights in each Director’s accountaddition to dividends.  Distributions are distributed in a single lump sum either (i)pursuant to the terms of the DDCP and shall be made 60 days after the later of (i) the date on which a Director ceasingceases providing services to bethe Company or a memberparticipating subsidiary, or (ii) the date on which a Director attains age 65.  The Board, or Executive Committee of the Board, ormay establish additional guidelines for the Director a ttaining age 65 or (ii)DDCP including but not limited to contributions and distributions in the sole discretion of the Board not earlier than one year after reasonable conditions as established by the Board are satisfied, the Director ceases to be a member of the Board,accordance with applicable laws and the Director requests payment.other regulatory guidelines.
 

 
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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, 2012.  Representatives of Porter Keadle Moore, LLP will be present at the 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, 2011 and 2010, Porter Keadle Moore, LLP performed the following professional services.
Description 2011  2010 
Audit Fees $273,958  $245,907 
Audit-Related Fees $15,792   - 
Tax Fees  -   - 
All Other Fees  -   - 
Audit Fees
This category includes 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, 2011 and 2010, including the audit of internal control over financial reporting and audit of 2011 business combinations; review of the annual report on Form 10-K; review of quarterly condensed consolidated financial statements included in periodic reports filed with the SEC; and the 2011 review of regulatory filings included in documents filed with the SEC (registration of non-cumulative perpetual preferred stock in conjunction with participating in the Small Business Lending Fund and registration of common stock in conjunction with the Company’s Dividend Reinvestment Plan on Form S-3), including out of pocket expenses.

Audit-Related Fees
This category includes aggregate fees billed for professional services rendered by Porter Keadle Moore, LLP for the review of the Company’s compliance with the Small Business Lending Fund Securities Purchase Agreement.

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 all of the services performed by Porter Keadle Moore, LLP in 2011.
- 38 -
 
AUDIT COMMITTEE REPORT

Our Audit Committee is composed of fourfive non-employee directors.  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 Committee is a “Financialan “Audit Committee Financial Expert” within the meaning of SEC Rules, but the Board does not feel a financial expertbelieve an Audit Committee Financial Expert is 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 the applicable requirements of the Public Company Accounting Oversight Board regarding the independent auditor’s communications with the Audit Committee concerning independence, and has discussed with the independent auditors the independent auditors’ independen ce.independence.

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, 20092011 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.
R. Glenn Pumpelly


 
-42-- 39 -
 

 
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, 2010.

Representatives of Porter Keadle Moore, LLP will be present at the 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, 2009 and 2008, Porter Keadle Moore, LLP performed the following professional services.

Description 2009  2008 
Audit Fees $287,427  $240,192 
         
Audit-Related Fees  -   - 
         
Tax Fees  -   - 
         
All Other Fees  -   - 
Audit Fees 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, 2009 and 2008, including the audit of internal control over financial reporting; review of the annual report on Form 10-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.

-43-


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, 2009,2011, WITHOUT EXHIBITS.  REQUESTS SHOULD BE ADDRESSED TO SALLY D. GARY,SHALEEN B. PELLERIN, INVESTOR RELATIONS, P. O. BOX 3745, LAFAYETTE, LOUISIANA 70502.


 
 
By order of the Board of Directors
/s/ Karen L. Hail
 
 Karen L. Hail/s/ R. Glenn Pumpelly
 Senior Executive Vice PresidentR. Glenn Pumpelly
 Secretary to the Board
 
Lafayette, Louisiana
April 23, 2010
13, 2012
 
 
-44-- 40 -
 
 
YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.
We encourage you to take advantage of Internet or telephone voting.
Both are available 24 hours a day, 7 days a week.
Internet and telephone voting is available through 11:59 PM Central Time the day prior to the shareholder meeting date.
MIDSOUTH BANCORP, INC.
image
If you vote your proxy by Internet or by telephone, you do NOT need to mail back your proxy card.
To vote by mail, mark, sign and date your proxy card and return it in the enclosed postage-paid envelope.
Your Internet or telephone vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card.

Image1
You can now access your MidSouth Bancorp, Inc. account online.
Access your MidSouth Bancorp, Inc. account online via Investor ServiceDirect® (ISD).
The transfer agent for MidSouth Bancorp, Inc., now makes it easy and convenient to get current information on your shareholder account.
●View account status●
View payment history for dividends
●View certificate history●Make address changes
●View book-entry information●Obtain a duplicate 1099 tax form
Visit us on the web at http://www.bnymellon.com/shareowner/equityaccess
For Technical Assistance Call 1-877-978-7778 between 9am-7pm
Monday-Friday Eastern Time
Investor ServiceDirect®
Available 24 hours per day, 7 days per week
TOLL FREE NUMBER: 1-800-370-1163
Image2
Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The Proxy Statement and the 2011 Annual Report to Shareholders are available at: http://www.proxyvoting.com/msl
▼ FOLD AND DETACH HERE ▼
PROXY
MIDSOUTH BANCORP, INC.
Annual Meeting of Shareholders - May 23, 2012
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned hereby appoints Jay Angelle and George Shafer, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of MidSouth Bancorp, Inc. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the company to be held May 23, 2012 or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting.
Address Change/Comments
(Mark the corresponding box on the reverse side)
SHAREOWNER SERVICES
P.O. BOX 3550
SOUTH HACKENSACK, NJ 07606-9250
(Continued and to be marked, dated and signed, on the other side)19360
Fulfillment
19501