def14a

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )


	Filed by the Registrant x
	Filed by a Party other than the Registrant o

	Check the appropriate box:


	o Preliminary Proxy Statement
	o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
	x Definitive Proxy Statement
	o Definitive Additional Materials
	o Soliciting Material Pursuant to §240.14a-12


	x No fee required.
	o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


	3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):


	o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

NOTICE OF THE 2003 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, MAY 23, 2003

The 2003 Annual Meeting of Shareholders (the “Meeting”) of MetroCorp Bancshares, Inc. (the “Company”) will be held at the Company’s principal executive offices at 9600 Bellaire Boulevard, Suite 252, Houston, Texas 77036, on Friday, May 23, 2003, beginning at 10:00 A.M. (local time), for the following purposes:

	1.		To elect three directors of Class II to serve on the Board of Directors of the Company until the Company’s 2006 Annual Meeting of Shareholders and until their successors are duly elected and qualified or until their earlier resignation or removal;

	2.		To consider and act upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP as the independent auditors of the financial statements of the Company for the year ending December 31, 2003; and

	3.		To transact such other business as may properly come before the meeting or any adjournment thereof.

The close of business on April 14, 2003 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Meeting or at any adjournments thereof. A list of shareholders entitled to vote at the Meeting will be available for inspection by any shareholder at the offices of the Company during ordinary business hours for a period of at least ten days prior to the Meeting.

You are cordially invited and urged to attend the Meeting. If you are unable to attend the Meeting, you are urged to sign and date the enclosed proxy and return it promptly in the enclosed envelope. If you attend the Meeting, you may vote in person, regardless of whether you have given your proxy. Your proxy may be revoked at any time before it is voted.

To ensure your representation at the Meeting, please complete, date, and sign the enclosed proxy and return it in the accompanying envelope at your earliest convenience, regardless of whether you plan to attend the Meeting. No additional postage is necessary if the proxy is mailed in the United States. The proxy is revocable at any time before it is voted at the Meeting.

METROCORP BANCSHARES, INC.
9600 Bellaire Boulevard, Suite 252
Houston, Texas 77036

PROXY STATEMENT
FOR
THE 2003 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON FRIDAY, MAY 23, 2003

This Proxy Statement is being furnished in connection with the solicitation of proxies by the Board of Directors of MetroCorp Bancshares, Inc. (the “Company”) for use at the 2003 Annual Meeting of Shareholders of the Company to be held at the Company’s principal executive offices at 9600 Bellaire Boulevard, Suite 252, Houston, Texas 77036, on Friday, May 23, 2003 beginning at 10:00 A.M. (local time), and any adjournment thereof (the “Meeting”) for the purposes set forth in this Proxy Statement and the accompanying Notice of 2003 Annual Meeting of Shareholders (“Notice of Meeting”). This Proxy Statement, the Notice of Meeting and the enclosed form of proxy will first be sent to shareholders on or about April 29, 2003.

This Proxy Statement is furnished to the shareholders of the Company for solicitation of proxies on behalf of the Board of Directors of the Company for use at the Meeting, and at any and all adjournments thereof. The purpose of the Meeting and the matters to be acted upon are set forth herein and in the accompanying Notice of Meeting.

Shares represented at the Meeting by an executed and unrevoked proxy in the form enclosed will be voted in accordance with the instructions contained therein. If no instructions are given on an executed and returned form of proxy, the proxies intend to vote the shares represented thereby in favor of each of the proposals to be presented to and voted upon by the shareholders as set forth herein.

The Board of Directors knows of no other matters to be presented at the Meeting. If any other matter should be presented at the Meeting upon which a vote may be properly taken, shares represented by an executed and unrevoked proxy received by the Board of Directors may be voted with respect thereto in accordance with the judgment of the proxies. The proxy also confers on the proxies the discretionary authority to vote with respect to any matter presented at the Meeting for which advance notice was not received by the Company in accordance with the Company’s Amended and Restated Bylaws.

Any proxy given by a record shareholder may be revoked by such shareholder at any time before it is exercised by submitting to the Secretary of the Company a duly executed proxy bearing a later date, delivering to the Secretary of the Company a written notice of revocation, or attending the Meeting and voting in person. If you hold your shares in street name with a bank or broker, you must contact your bank or broker to revoke your proxy.

The cost of this solicitation of proxies is being borne by the Company. Solicitations will be made only by the use of the mail, except that, if deemed desirable, officers and regular employees of the Company may solicit proxies by

telephone, telegraph or personal calls, without being paid additional compensation for such services. Brokerage houses, custodians, nominees and fiduciaries will be requested to forward the proxy soliciting material to the beneficial owners of the common stock, par value $1.00 per share, of the Company (the “Common Stock”) held of record by such persons, and the Company will reimburse them for their reasonable expenses incurred in this connection.

The Company’s Annual Report to Shareholders, including financial statements, for the year ended December 31, 2002, accompanies but does not constitute part of this proxy statement.

Only holders of record of Common Stock at the close of business on April 14, 2003 (the “Record Date”), are entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. At April 14, 2003, there were outstanding 7,199,427 shares of Common Stock, which is the only outstanding class of voting securities of the Company. A majority of the outstanding shares of Common Stock must be represented at the Meeting in person or by proxy in order to constitute a quorum for the transaction of business. Each holder of Common Stock shall have one vote for each share of Common Stock registered, on the Record Date, in such holder’s name on the books of the Company.

The affirmative vote of the holders of a plurality of the outstanding shares of Common Stock represented at the Meeting is required to elect the Class II nominees to the Board of Directors. There will be no cumulative voting in the election of directors. Abstentions and shares held of record by a broker or nominee that are voted on any matter are included in determining whether a quorum exists. An abstention, a non-vote or a withholding of authority to vote with respect to one or more nominees for director will not have the effect of a vote against such nominee or nominees.

The affirmative vote of the holders of a majority of the outstanding shares of Common Stock represented at the Meeting is required to ratify the appointment of the auditors. Any abstentions will have the effect of a vote against the appointment. However, broker non-votes will be deemed shares not present to vote on such matter and will not count as votes for or against the proposal and will not be included in calculating the number of votes necessary for approval of such matter. A broker non-vote occurs if a broker or other nominee of shares does not have the discretion to vote and has not received voting instructions from the beneficial owner with respect to a particular matter.

The Board of Directors currently consists of ten directors. In accordance with the Company’s Amended and Restated Bylaws, members of the Board of Directors are divided into three classes, Class I, Class II and Class III. The members of each class are elected for a term of office to expire at the third succeeding annual meeting of shareholders following their election. The term of office of the current Class II directors expires at the Meeting. The terms of the current Class III and Class I directors expire at the annual meeting of shareholders in 2004 and 2005, respectively. The three Class II nominees, if elected at the Meeting, will serve until the annual meeting of shareholders in 2006.

The Board of Directors has nominated May P. Chu, John Lee, and Don J. Wang for election as Class II directors at the Meeting. Ms. Chu and Messrs. John Lee and Wang are currently serving as Class II directors.

The Class II nominees receiving the affirmative vote of the holders of a plurality of the shares of Common Stock represented at the Meeting will be elected. Unless the authority to vote for the election of directors is withheld as to one or more of the nominees, all shares of Common Stock represented by proxy will be voted FOR the election of the nominees. If the authority to vote for the election of directors is withheld as to one or two but not all of the nominees, all shares of Common Stock represented by any such proxy will be voted FOR the election of the nominee or nominees, as the case may be, as to whom such authority is not withheld. If a nominee becomes unavailable to serve as a director for

any reason before the election, the shares represented by proxy will be voted for such other person, if any, as may be designated by the Board of Directors. The Board of Directors has no reason to believe that any nominee will be unavailable to serve as a director.

Any director vacancy occurring after the election may be filled only by a majority of the remaining directors, even if less than a quorum of the Board of Directors. A director elected to fill a vacancy will be elected for the unexpired portion of the term of his predecessor in office.

The following table sets forth certain information with respect to each nominee for election as a director of the Company:

Don J. Wang. Mr. Wang is a Class II director of the Company and organizing director of the Bank. Mr. Wang serves as Chairman of the Board of the Company and the Bank. He has also been Chairman of the Board of New Era Life Insurance Company since 1989. He served as a Board member of the Greater Houston Partnership since 1991 and served on the Supervisory Board of Directors of the World Trade Division. Mr. Wang presently serves on the Board of Directors of the Metropolitan Transit Authority and is Chairman of the Board of the Chinese Senior Estate – HUD Senior Housing Project. He has served on the Boards of Directors of Harris County Hospital District and served on the Advisory Board Committee of the Ex-Im Bank of the U.S. in Washington, D. C. Throughout the years, Mr. Wang has actively participated in the promotion of Asian businesses and has played a principal role in the growth of inter-relations in and around the Houston area. He held the position of Presidency in 1991 – 1992 of the Chambers of Commerce of North America. Also was an active member of the Houston Asian Chamber of Commerce. For two consecutive years, in 1991 and again in 1992, Mr. Wang was a finalist of Ernst & Young, Inc.’s “Houston Entrepreneur of the Year”, an accolade given for the work that Mr. Wang has done in the multi-ethnic community of Houston. Due to his abundant achievements in the realm of Asian public relations, Mayor Bob Lanier bestowed a great honor on Mr. Wang by proclaiming April 29, 1993 as Don J. Wang Day in Houston. He received a Bachelors of Science degree from National Chung Hsing University and a Masters in Science degree from Utah State University. Mr. Wang is the brother of Ms. Helen F. Chen.

May P. Chu. Ms. Chu is a Class II director of the Company and an organizing director of the Bank. Ms. Chu serves on the Company’s Compensation Committee and Audit Committee. She is the founder of Signet Consulting, a bank management consulting firm specializing in regulatory issues and has served as its President for more than the past five years. She received a Bachelors degree in Physics from the University of California at Berkeley and a Ph.D. in Economics from Case Western Reserve University. Ms. Chu was employed at Texas Commerce Bank and Texas Commerce Bancshares, Inc. for more than five years, first in the Economics Division and subsequently in Mergers/Acquisitions.

John Lee. Mr. John Lee is a Class II director of the Company and an organizing director of the Bank. He is Executive Vice President of Alpha Seafood Enterprises, Inc. and serves as the Treasurer, Director and co-founder of

United Oriental Capital Corporation, a Specialized Small Business Investment Company. For six years, Mr. Lee served as President and manager for numerous motels in the Houston area. Mr. Lee received a Bachelors degree in Economics from National Chung Hsing University. He is a member of the Taiwanese Chamber of Commerce of North America. Mr. John Lee is the brother-in-law of Mr. David Tai. Mr. John Lee is not related to Mr. George M. Lee.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH OF THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

The following table sets forth certain information with respect to the Company’s Class I and Class III directors, whose terms of office do not expire at the Meeting, and certain officers of the Company and the Bank:

Tiong Loi Ang. Mr. Ang was elected in April 2000 as a Class III director of the Company. Mr. Ang has been involved in real estate development in Malaysia, Hong Kong, China and the United States for more than the past five years. Mr. Ang is the Chairman of the Board and the controlling shareholder of Gaumnitz, Inc. Gaumnitz, Inc. owns the building in which the Company’s corporate headquarters and the Bank’s Bellaire branch is located.

Allen D. Brown. Mr. Brown, a Class I director, joined the Company as President and the Bank as Chief Executive Officer in August 2001 and was appointed a director of the Company and the Bank in December 2001. Mr. Brown started his career with Continental Illinois National Bank and Trust Company of Chicago in 1978. In 1984 he became Senior Vice President of First National Bank and Trust of Oklahoma City, with approximately $3.0 billion in assets, which became First Interstate Bank of Oklahoma in 1985, where Mr. Brown became Executive Vice President. In 1988, Mr. Brown transferred to First Interstate Bank of Texas as Executive Vice President and in 1991 became Executive Vice President of First Interstate Bancorp. From October 1996 to August 2001, Mr. Brown was associated with the Redstone Group and during that time assumed the role of President/CEO of two affiliated Houston commercial banks. In these various banking assignments, Mr. Brown gained extensive credit, business development and management experience. He received a Bachelors of Science in Business from Mississippi State University and his MBA in Finance from Vanderbilt University. Mr. Brown, a former Peace Corp volunteer in Ecuador, is active in the community having served on the United Way of the Texas Gulf Coast Board and he currently serves on the Southern Region and the Sam Houston Area Council Boards of the Boy Scouts of America.

Helen F. Chen. Ms. Chen is a Class I director of the Company and was elected as a director of the Bank in 1989. She is the President of Metro Investment Group, Inc., an investment company that holds shares of Common Stock of the Company as its principal asset. She is the President of the Houston Chinese Schools Association and the Principal of the Houston Northwest Chinese School, where she served as Chairman of the Board from 1977 to 1991. A member of various civic organizations in Houston, Ms. Chen focuses her efforts on the Chinese community. Ms. Chen is the sister of Don J. Wang. Ms. Chen is not related to Mr. Tommy F. Chen.

Tommy F. Chen. Mr. Chen is a director of the Company and the Bank and was an organizing director of the Bank. Mr. Chen serves on the Company’s Compensation Committee. Since 1983, he has been the owner of the Downtown Texaco (Subway) Station. He was an aerospace engineer at NASA for three years and worked for Chevron Oil Company and Amoco Oil Company for six years. Mr. Chen has held a real estate brokers license in Texas since 1981. He received a Bachelors degree from the University of Taiwan, a Masters degree in Physics from Clark University in Worcester, Massachusetts and a Masters degree and a Ph.D. in Electrical Engineering from the University of Oklahoma. Mr. Chen serves as a director on the Chinatown Community Development Board and is a member of the Taiwanese Chamber of Commerce of North America. Mr. Chen is not related to Ms. Helen F. Chen.

Allen L. Cournyer. Mr. Cournyer was named Executive Vice President, Chief Information Officer and Chief Operations Officer of the Bank in April 2000 and Executive Vice President and Chief Information Officer of the Company in October 2000. Mr. Cournyer is responsible for the Bank’s branch operations and technology for its 14 full-service branches. Before joining the Bank, Mr. Cournyer was President of Extraco Institutional Services a $630 million financial services company, located in Temple, Texas, where he was responsible for technology, deposit and loan operations. From 1996 until 1998, he was partner and President of Platform Technologies, a company that provides retail-banking software to community banks. Prior to this, Mr. Cournyer worked with a Texas subsidiary of JP Morgan Chase (formerly Texas Commerce Bank) for more than 20 years where he last served as a Senior Vice President and manager of retail banking for the technology, operations and administration groups until his departure in 1995. He began his career with Cullen Frost Bank in San Antonio in 1967.

George M. Lee. Mr. Lee was appointed as a Class I director of the Company and a director of the Bank in March 1999. Mr. Lee serves as the President and CEO of BioCure Medical LLC, which is based out of Minnesota. BioCure Medical LLC is a joint venture between a private investment group and the Johns Hopkins University. Its mission is to develop and commercialize a patented cancer drug that has very low toxicity. He oversees the management of product development, marketing, and financial activities. Mr. Lee resigned as the Senior Marketing Vice President of Higher Dimensions Medical in April 2000. However, he continued to be an investor to the company. Prior to this, from 1995 to 1997, he served as the Chief Operating Officer of the Noel Group Companies, a travel insurance company. From 1991 to 1994, Mr. Lee was a Senior Vice President of Fingerhut Companies and concurrently served as the President and Chief Operating Officer of its largest subsidiary, Comb Corporation. From 1987 to 1990, Mr. Lee was a Group Vice President of Hanover Direct, where he was responsible for four divisions and new business development. He received a Bachelors of Science in Econometrics from the University of Wisconsin. Mr. Lee is a resident of Minnesota. Mr. Lee is not related to Mr. John Lee.

David D. Rinehart. Mr. Rinehart was named Executive Vice President and Chief Financial Officer of the Company and the Bank in November 2001. Mr. Rinehart has over 29 years experience in financial institutions. Before joining the Bank, Mr. Rinehart was President and Chief Executive Officer of First Federal Savings Bank in Bryan, Texas. From 1988 to 1999, Mr. Rinehart was Executive Vice President and Chief Financial Officer of Fort Bend Holding Corporation and its $320 million subsidiary bank until its merger into Southwest Bancorporation of Texas in March 1999. Mr. Rinehart received his Bachelor of Science in Business Administration from Miami University in Oxford, Ohio with a major in accounting.

Terrance J. Tangen. Mr. Tangen was named Executive Vice President and Chief Credit Officer of the Bank in October 2001. Mr. Tangen has over 27 years experience in bank lending and credit. Prior to joining the Bank, he served as a Senior Vice President and Credit Officer for Bank One providing credit approval for loans generated in those markets by a bank team of three market managers. Mr. Tangen joined Bank One in 1997 as a Credit Approval Officer responsible for reviewing and approving corporate, commercial and energy loans. Prior to joining Bank One, Mr. Tangen served as Loan Supervisor for Wells Fargo Bank in Houston responsible for commercial and energy credit approval. He began his career in Denver in 1974 as a credit analyst. After 15 years as a lender, manager and Vice President of Credit Administration for two banks in that market, he moved to First Interstate Bank in Houston as a Senior Vice President and Manager of Credit Review. In 1992, he became the Senior Credit Officer for their south Texas market. He continued in that capacity through the bank’s merger with Wells Fargo in 1996. Mr. Tangen earned his bachelor’s degree from the University of Minnesota – Moorhead and a Masters of Business Administration from the University of Colorado. He is also a graduate of the Pacific Coast Banking School in Seattle. Mr. Tangen is a Past President and member of the board of the Texas Chapter of RMA – The Risk Management Association.

David Tai. Mr. David Tai is a Class I director of the Company and was elected as a member of the Board of Directors of the Bank in 1988. Mr. Tai is the Executive Vice President and Secretary of the Company and the President and Vice Chairman of the Board of the Bank. Mr. Tai is a leader in the Asian-American community through his active involvement in several organizations. He has served as the President of the Taiwanese Chamber of Commerce of Greater Houston and is the Executive Advisor of the Taiwanese Chamber of Commerce of North America, an organization that has members in 25 cities across the United States, Canada and Mexico. He is also active in the World Taiwanese Chamber of Commerce and serves as its Executive Consular. In 1999, Mr. Tai was appointed as a director of the State Bar of Texas Chief Disciplinary Council’s Houston Region Grievance Council. He received a Bachelor of Business Administration degree from Fu-Jen Catholic University in Taiwan in 1974 and a Masters in Business Administration degree from Murray State University in 1977. Mr. Tai is a member of the Asian Realtors Association, the Asian Chamber of Commerce and the United Way. He is a Counselor at the Taiwanese Cultural Center. Mr. Tai is the brother-in-law of Mr. John Lee.

Joe Ting. Mr. Ting is a Class III director of the Company and has served as a director of the Bank since 1989. He was elected as a member of the Board of Directors of the Bank in 1989 and was elected Vice Chairman of the Bank’s Board of Directors in 1999. Mr. Ting serves on the Company’s Compensation Committee. He has been the President of West Plaza Management, Inc., a real estate management company for more than the past five years. Mr. Ting has extensive knowledge in the plastic manufacturing industry and real estate investments. Mr. Ting is a member of the Taiwanese Chamber of Commerce of North America. He received a Masters in Business Administration degree from the Florida Institute of Technology.

Each officer of the Company is elected by the Board of Directors of the Company and holds office until his successor is duly elected and qualified or until his or her earlier death, resignation or removal.

The Board of Directors of the Company held four meetings during 2002. No director attended less than 75% of the aggregate of the (i) total number of meetings of the Board and (ii) total number of meetings held by committees on which he served, except Tiong Loi Ang.

Audit Committee. The Board of Directors has established Audit and Compensation Committees. The primary purpose of the Audit Committee is to provide independent and objective oversight with respect to the Company’s financial reports and other financial information provided to shareholders and others, the Company’s internal controls and the Company’s audit, accounting and financial reporting processes generally. The Audit Committee reports to the Board of Directors concerning such matters. During 2002, the Audit Committee held six meetings. The Audit Committee is comprised of Messrs. Ang and George Lee, and Ms. Chu, each of whom is an independent director of the Company as defined in Rule 4200(a)(14) of the listing standards of the National Association of Securities Dealers, Inc.

Compensation Committee. The Compensation Committee is responsible for making recommendations to the Board of Directors with respect to the compensation of the Company’s executive officers and is responsible for the establishment of policies dealing with various compensation and employee benefit matters. The Compensation Committee also administers the Company’s stock option and stock award plans and makes recommendations to the Board of Directors as to option and award grants to Company employees under such plans. During 2002, the Compensation Committee held four meetings.

The Compensation Committee is comprised of May P. Chu, Tommy F. Chen, George M. Lee and Joe Ting, each of whom is an outside director. No officers of the Company participate in Compensation Committee deliberations concerning their compensation or other matters.

Each member of the Compensation Committee is an outside director of the Company. During 2002, no member of the Compensation Committee was an officer or employee of the Company or the Bank and no member formerly has served as an officer of the Company or the Bank during the past five years.

Directors of the Company do not receive a fee for attending Board of Directors meetings but do receive a fee of $500 for each Audit Committee attended and $300 for all other committee meetings attended. Each director of the Company also serves as a director of the Bank except Mr. Tiong Loi Ang. The Board of Directors of the Bank meets monthly. For the 2002 calendar year, non-employee directors of the Bank received a fee of $1,000 for each meeting of the Bank’s Board of Directors attended and fees of $500 for each Directors Credit Committee meeting attended and $300 for all other Bank committee meetings attended.

Historically, the Company paid its directors, including directors who were officers of the Company, an annual bonus based on the Company’s performance during the previous year. In 1998, the Company replaced this director bonus policy with the Non-Employee Director Stock Bonus Plan (“Non-Employee Director Plan”) and established the Executive Bonus Plan in 2000 (“Executive Plan”). The Executive Plan and Non-Employee Director Plan are no longer effective. The Company does not plan to pay cash bonuses to directors in the future.

The Non-Employee Director Plan provides for the grant of up to 12,000 shares of Common Stock annually for each of the 1998 through 2002 calendar years if the Company achieves a return on average equity of 13.0% or greater for that year. The shares are allocated among the non-employee directors by the Company’s Non-Employee Director Bonus Committee, based on each director’s performance during the applicable year. Subsequent to the ratification of the Company’s return on average equity performance by the Company’s independent auditors for the years ended December 31, 1998 and 1999, there have been an aggregate of 24,000 shares issued under this plan. Based on the Company’s return on average equity for the year ended December 31, 2002, there were no shares issued for 2002. No additional shares are available for issuance under the Non-Employee Director Plan.

The following table provides certain summary information concerning compensation paid or accrued by the Company to or on behalf of the Company’s Chairman of the Board and President and each of the other four most highly compensated executive officers of the Company and the Bank (determined as of the end of the last fiscal year) (the “Named Executive Officers”) for each of the three fiscal years ended December 31, 2002:

On August 6, 2001, the Company entered into a five-year employment agreement with Allen D. Brown, subject to one-year renewal option periods. The employment agreement is designed to assist the Company in maintaining a stable and competent leadership base. The employment agreement provides for a minimum annual salary of $250,000. The Board of Directors will review the salary at least annually and may increase the salary at its sole discretion. The employment agreement also provides for the grant of options to acquire 100,000 shares of Common Stock on Mr. Brown’s first day of employment with the Company. The options were granted under the Company’s 1998 Stock Incentive Plan and will vest 20% annually. Additionally, the agreement provides that Mr. Brown will be granted options to acquire 10,000 to 20,000 shares of Common Stock annually based on performance of the Company and Mr. Brown.

In the event of a change of control and the involuntary termination of Mr. Brown, the Company will pay (1) his salary for the remainder, if any, of the calendar month in which such termination is effective and for twenty-four (24) consecutive calendar months thereafter, and (2) an amount equal to two times his Incentive Compensation, as defined below, for the previous fiscal year and medical and life insurance will be paid for by the Company for one (1) year following termination in the event of a change of control. Beginning in fiscal 2002 and for each year thereafter during the term of the employment agreement, the Company’s Board of Directors intends to provide Mr. Brown with an incentive compensation plan pursuant to which Mr. Brown could earn up to 100% of his base salary if certain predetermined performance measures as set forth in the compensation plan are achieved (“Incentive Compensation”).

For the purpose of the employment agreement, a “change of control” is defined as any event whereby (a) the Bank or the Company shall not be the surviving entity in any merger or consolidation (or survives only as a subsidiary of an entity other than a previously wholly-owned subsidiary of the Company); (b) the Bank or the Company sells, leases or exchanges or agrees to sell, lease or exchange all or substantially all of its assets to any other persons or entities (other than to a wholly-owned subsidiary of the Company); or (c) the total sale or dissolution of the Company or Bank.

Based on his current salary, if Mr. Brown had been terminated as of December 31, 2002 because of a change of control, he would have been entitled to receive twenty-four (24) consecutive monthly payments of $20,833. In addition, the Company would pay medical and life insurance for one (1) year following termination and he would have been entitled to receive two times his Incentive Compensation for 2002, which would be $250,000.

If Mr. Brown’s employment is terminated by the Company for cause or if Mr. Brown voluntarily resigns, Mr. Brown will be entitled to receive all accrued and unpaid salary through the date of termination. Mr. Brown will not be entitled to receive any Incentive Compensation for the fiscal year in which the termination occurs.

If Mr. Brown’s employment is terminated by the Company as a result of death, Mr. Brown’s estate will be entitled to receive all accrued and unpaid salary through the end of the month in which his death occurred and the prorated portion of his Incentive Compensation for that fiscal year, if any. If Mr. Brown’s employment is terminated by the Company as a result of disability, Mr. Brown will be entitled to receive all accrued and unpaid salary through the end of the month in which the termination is effective and for the succeeding three months, or until disability insurance benefits commence.

In addition to the employment agreement with Mr. Brown, the Bank has entered into letter agreements with Messrs. Cournyer, Rinehart, Tai and Tangen, each a Named Executive Officer. The respective letter agreements provide that (1) in the event of involuntary termination or a decrease in employment status as a result of a change of control of the Bank or (2) in the event of termination by the Company other than for cause, disability or moral turpitude, each respective officer will be paid an amount equal to eighteen (18) months current salary and a specified amount of his stock options will fully vest and become exercisable. With respect to the number of stock options subject to accelerated vesting, Mr. Rinehart’s agreement provides for 20,000 options, Mr. Tangen’s agreement provides for 35,000 options and each of Messrs. Cournyer’s and Tai's agreements provide for all options previously granted. Based on current salaries, Messrs. Cournyer, Rinehart, Tai and Tangen would be entitled to receive an amount equal to eighteen monthly payments of $13,917, $12,917, $16,250 and $13,750, respectively.

The following table sets forth certain information concerning the number and value of unexercised options held by the Named Executive Officers at December 31, 2002:

The Company’s stock option, stock purchase and stock award plans were originally developed and instituted by the Bank and assumed by the Company in the holding company formation in 1998. Except for a non-qualified stock option plan for the six founding directors of the Bank, each of the remaining stock option and stock purchase plans was approved by the shareholders of the Bank in 1998.

The Company has options issued and outstanding to five of the six founding directors of the Bank to purchase 100,000 shares of Common Stock pursuant to the 1998 Director Stock Option Agreement (“Founding Director Plan”). Pursuant to the Founding Director Plan, each of the five participants was granted non-qualified options to purchase 20,000 shares of Common Stock at a price of $11.00 per share. A total of 20,000 options which were initially granted to one of the founding directors were canceled upon his resignation as a director. The options must be exercised by July 24, 2003. Of the six founding directors of the Bank, the five participants (Tommy F. Chen, May P. Chu, John Lee, David Tai and Don J. Wang) currently serve as directors of the Company and the Bank.

The Company’s Non-Employee Director Stock Bonus Plan (“Non-Employee Director Plan”) authorizes the issuance of up to 60,000 shares of Common Stock to the directors of the Company who do not serve as an officer of the Company. Under the Non-Employee Director Plan, up to 12,000 shares of Common Stock may be issued each year for a five year period ending in 2002 if the Company achieves certain return on equity ratios with no shares to be issued if the Company’s return on equity is below 13.0%. Shares will be allocated among the non-employee directors by the Company’s Non-Employee Director Bonus Committee, based on each director’s performance during the applicable year. There have been an aggregate of 24,000 shares issued under the Non-Employee Director Plan for the years ended December 31, 1999 and 1998. No additional shares are available for issuance under the Non-Employee Director Plan.

The Company’s 1998 Stock Incentive Plan (“Incentive Plan”) authorizes the issuance of up to 700,000 shares of Common Stock under both “non-qualified” and “incentive” stock options and performance shares of Common Stock. Non-qualified options and incentive stock options will be granted at no less than the fair market value of the Common Stock and must be exercised within ten years. Performance shares are certificates representing the right to acquire shares

of Common Stock upon the satisfaction of performance goals established by the Company. Holders of performance shares have all of the voting, dividend and other rights of shareholders of the Company, subject to the terms of the award agreement relating to such shares. If the performance goals are achieved, the performance shares will vest and may be exchanged for shares of Common Stock. If the performance goals are not achieved, the performance shares may be forfeited. As of December 31, 2002, there are options to acquire 200,200 shares of Common Stock outstanding under the Incentive Plan. Options to acquire 1,100 shares of Common Stock were granted under the Incentive Plan in 2002. No performance shares have been granted under the Incentive Plan.

The Company’s 1998 Employee Stock Purchase Plan (“Purchase Plan”) authorizes the offer and sale of up to 200,000 shares of Common Stock to employees of the Company and its subsidiaries. The Purchase Plan will be implemented through ten annual offerings. Each year the Board of Directors will determine the number of shares to be offered under the Purchase Plan; provided that in any one year the offering may not exceed 20,000 shares plus any unsubscribed shares from prior years. The offering price per share will be an amount equal to 90% of the closing trading price of a share of Common Stock on the business day immediately prior to the commencement of such offering. In each offering, each employee may purchase a number of whole shares of Common Stock that are equal to 20% of the employee’s base salary divided by the offering price. Pursuant to the Purchase Plan, the employee pays for the Common Stock either immediately or through a payroll deduction program over a period of up to one year, at the employee’s option. The first annual offering under the Purchase Plan began in the second quarter of 1999. As of December 31, 2002, there have been 16,139 shares issued under this plan.

The Company has established a defined contributory profit sharing plan pursuant to Internal Revenue Code Section 401(k) covering substantially all employees (the “Plan”). The Plan provides for pretax employee contributions up to 15% of annual compensation. The Company matches each participant’s contributions to the Plan up to 4% of such participant’s salary. The Company made contributions before expenses to the Plan of $354,000, $308,000 and $291,000 in 2002, 2001 and 2000, respectively.

The Compensation Committee of the Board of Directors is responsible for developing and making recommendations to the Board with respect to the Company’s executive compensation policies. The following is a report from the Compensation Committee which sets forth the components of the Company’s executive officer compensation program and describes the basis on which the 2002 compensation determinations were made with respect to the executive officers of the Company and the Bank.

The Company’s executive compensation policy incorporates the basic principle that executive compensation should be related directly to corporate performance and increases in shareholder value, while ensuring that key employees are motivated and retained. The following objectives guide the decision-making for the Compensation Committee:

	•		The Company must provide a competitive total compensation package to attract and retain key executives;

	•		The compensation packages and programs must be strategically aligned with the annual budget as well as the Company’s long-term business objectives; and

	•		The compensation packages must include a variable or performance component to ensure a link between executive remuneration and the Company’s overall performance, thereby aligning executive compensation with the interest of shareholders.

The Company’s compensation programs for executive officers are comprised of five parts as follows:

(1) Base Pay. Base salary levels are determined mainly through comparison with salaries of executive officers in similarly situated positions at banking organizations of a size similar to the Company’s with some attention given to the geographic location of such banking organizations. Surveys are utilized to assist in determining the base salary ranges of those persons having similar responsibilities at other financial institutions. Individual performance evaluations are considered, including a perception of the executive’s potential to increase responsibilities. Changes in the cost of living are also taken into account. All executive base salary levels, which are generally reviewed annually, are considered by the Compensation Committee to be competitive and in the median range of comparative salaries of other banking organizations.

(2) Cash Bonus. Although the Company does not have a bonus program, the Compensation Committee may pay discretionary bonuses to executive officers, including Named Executive Officers, based on their individual performance in a particular year. For the year ended December 31, 2002, discretionary bonuses were paid on March 14, 2003 to certain executive officers based on such person’s performance during 2002.

(3) Contributory Savings 401(k) Plan. The Company provides for a 401(k) tax-deferred profit sharing plan for all employees, including executive officers, pursuant to which the Company matches each participant’s contributions up to a maximum of 4% of such employee’s annual compensation.

(4) Stock Options. During 1998, the shareholders of the Company approved the 1998 Stock Incentive Plan, which authorizes the issuance of up to 200,000 shares of Common Stock under “non-qualified” and “incentive” stock options and performance shares of Common Stock to certain key employees. At the Company’s 2002 Annual Shareholders Meeting, the shareholders approved an amendment to the Incentive Plan to increase shares reserved for issuance from 200,000 to 700,000 shares. Such options will be exercisable based on a vesting schedule. The Compensation Committee believes that these key employees will carry the main responsibility for increased growth, asset quality and profitability of the Company into the future. There were no options to acquire shares of common stock granted to any Named Executive Officer during 2002.

Through the above-mentioned programs, the Compensation Committee believes that a significant portion of the remuneration packages of executive officers are linked to the Company’s performance and shareholder interests. The Compensation Committee will continue to review the elements of the plans in place and adjust these plans as needed to ensure that the total compensation program meets the Company’s objectives and philosophy as described above.

During 2002, Allen D. Brown served as President of the Company and Chief Executive Officer of the Bank. Mr. Brown’s base salary for 2002 of $250,000 was determined by the Compensation Committee after a review of the factors set forth in this report with respect to executive officers, including the salary levels of persons in similar positions at banks of comparable size in the Greater Houston Metropolitan and Gulf Coast areas. In addition, Mr. Brown received incentive compensation of $125,000 based on the Company attaining certain predetermined performance measures in 2002 set by the Board of Directors. Mr. Brown also received a car allowance of $5,500 and a matching contribution to the Company’s 401(k) plan of $6,800.

Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933 or the Securities Exchange Act of 1934 that might incorporate this Proxy Statement or future filings with the Securities and Exchange Commission, in whole or in part, the following report shall not be deemed to be incorporated by reference into any such filing.

In accordance with its written charter adopted by the Company’s Board of Directors, the Company’s Audit Committee assists the Board in fulfilling its responsibility for oversight of the quality and integrity of the accounting, auditing and financial reporting practices of the Company. The Audit Committee is comprised of Tiong Loi Ang, May P. Chu and George M. Lee, each of whom is an independent director of the Company as defined in Rule 4200(a)(14) of the National Association of Securities Dealers’ listing standards. During the year ended December 31, 2002, the Audit Committee reviewed the interim financial information contained in the quarterly reports on Form 10-Q with management and the independent auditors.

In discharging its oversight responsibility as to the audit process, the Audit Committee obtained from the independent auditors a formal written statement describing all relationships between the auditors and the Company that might bear on the auditor’s independence consistent with Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” discussed with the auditors any relationships that may impact their objectivity and independence and satisfied itself as to the auditor’s independence. The Audit Committee also discussed with management, the internal auditors and the independent auditors the quality and adequacy of the Company’s internal controls. The Audit Committee reviewed with both the independent and the internal auditors their audit plans, audit scope and identification of audit risks.

The Audit Committee discussed and reviewed with the independent auditors all communications required by generally accepted auditing standards, including those described in Statement on Auditing Standards No. 61, as amended. “Communication with Audit Committees” and, with and without management present, discussed and reviewed the results of the internal audit examinations.

The Audit Committee reviewed the audited financial statements of the Company as of and for the year ended December 31, 2002 with management and the independent auditors. Management has the responsibility for the preparation of the Company’s financial statements and the independent auditors have the responsibility for the examination of those statements.

Based on the above-mentioned review and discussions with management and the independent auditors, the Audit Committee recommended to the Board that the Company’s audited financial statements be included in its Annual Report on Form 10-K for the year ended December 31, 2002, as filed with the Securities and Exchange Commission. The Audit Committee also recommended the reappointment, subject to shareholder ratification, of the independent auditors and the Board concurred in such recommendation.

The aggregate fees billed to the Company for professional services rendered by Deloitte & Touche LLP in connection with limited reviews of the Company’s unaudited consolidated interim financial statements included in the Company’s Quarterly Reports on Form 10-Q for the three month periods ended March 31, 2002 and June 30, 2002 were $15,000. On August 20, 2002, the Company elected to dismiss Deloitte & Touche LLP and engage PricewaterhouseCoopers LLP as its independent auditor. The aggregate fees billed to the Company for professional services rendered by PricewaterhouseCoopers LLP in connection with a limited review of the Company’s unaudited consolidated interim financial statements for the three month period ended September 30, 2002 and the audit of the Company’s consolidated financial statements as of and for the year ended December 31, 2002 was $137,500.

During the year ended December 31, 2002, neither Deloitte & Touche LLP nor PricewaterhouseCoopers LLP rendered any professional services to the Company in connection with the design and implementation of financial information systems.

In addition to the fees described above, the aggregate fees billed to the Company for services rendered by Deloitte & Touche LLP during the year ended December 31, 2002 were $79,015. The Audit Committee has considered whether the provision of these non-audit services is compatible with maintaining auditor independence.

Don J. Wang, the Company’s Chairman of the Board, is a principal shareholder and Chairman of the Board of New Era Life Insurance Company (“New Era”). New Era is the agency used by the Company for the insurance coverage the Company provides to employees of the Company and the Bank and their dependents. The insurance coverage consists of medical, dental, life, accidental death and dismemberment and long-term disability insurance. The Company paid New Era $1.2 million for such insurance coverage during the years ended December 31, 2002 and 2001.

In addition to the insurance transactions, the Bank has three commercial real estate loan participations with New Era. These loans were originated and are being serviced by the Bank. All three loans are contractually current on their payments. The following is an analysis of these loans as of December 31, 2002 and 2001 (in thousands):

Two of the loans have interest rates that float with the prime rate and mature in April 2003 and May 2005. The remaining loan has a fixed rate of 12.0% and matures in May 2003. The percent of the participation portion sold to New Era Life Insurance Company varies from 8.29% to 58.33%.

Tiong Loi Ang, a director of the Company, is Chairman of the Board and the controlling shareholder of Gaumnitz, Inc. Gaumnitz, Inc. owns the building in which the Company’s corporate headquarters and the Bank’s Bellaire branch are located and has entered into lease agreements for these locations with the Company. The lease covering the Company’s headquarters is for a term of four years and nine months commencing February 1, 2001 at a net rent of

$24,833 per month. The lease covering the Bank’s Bellaire branch is for a term of four years and eleven months commencing January 1, 2002 at a net rent of $10,503 per month. For these respective lease agreements, the Company paid Gaumnitz, Inc. $441,000 and $421,000 during the years ended December 31, 2002 and 2001, respectively.

Many of the directors and executive officers of the Company and the Bank and principal shareholders of the Company (i.e., those who own 10% or more of the Common Stock) and their associates, which include corporations, partnerships and other organizations in which they are officers or partners or in which they and their immediate families have at least a 5% interest, are customers of the Bank. During 2002, the Bank made loans in the ordinary course of business to directors and executive officers of the Company and the Bank and principal shareholders of the Company and their associates, all of which were on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons unaffiliated with the Company and the Bank and did not involve more than the normal risk of collectibility or present other unfavorable features. Loans to directors and executive officers of the Company and the Bank and principal shareholders of the Company are subject to limitations contained in the Federal Reserve Act, the principal effect of which is to require that extensions of credit by the Bank to executive officers, directors and principal shareholders satisfy the foregoing standards. On December 31, 2002, all of such loans aggregated $2.6 million, which was approximately 4.1% of the Company’s Tier 1 capital at such date. The Bank expects to have such transactions or transactions on a similar basis with its directors and executive officers and the directors, executive officers and principal shareholders of the Company and their associates in the future.

BENEFICIAL OWNERSHIP OF COMMON STOCK BY
MANAGEMENT OF THE COMPANY AND PRINCIPAL SHAREHOLDERS

The following table sets forth certain information regarding the beneficial ownership of the Company Common Stock as of March 21, 2003 by (i) directors and Named Executive Officers of the Company, (ii) each person who is known by the Company to own beneficially 5% or more of the Common Stock and (iii) all directors and Named Executive Officers as a group. Unless otherwise indicated, based on information furnished by such shareholders, management believes that each person has sole voting and dispositive power over the shares indicated as owned by such person and the address of each shareholder is the same as the address of the Company.

(6)		Includes 40,864 shares held of record by Mr. Ang’s spouse and 27,076 shares held of record by Gaumnitz, Inc., of which Mr. Ang is Chairman of the Board and has voting and investment control.

(7)		Includes 20,000 shares which may be acquired upon the exercise of fully vested stock options granted under the 1998 Stock Incentive Plan.

(8)		Includes 491,557 shares held of record by Metro Investment Group, Inc. of which Ms. Chen is the President and has voting and investment control

(9)		Includes 20,000 shares which may be acquired upon the exercise of fully vested stock options granted under the Founding Director Plan and 80,999 shares held of record by Mr. Chen’s spouse.

(10)		Includes 20,000 shares which may be acquired upon the exercise of fully vested stock options granted under the Founding Director Plan.

(11)		Includes 6,000 shares which may be acquired upon the exercise of fully vested stock options granted under the 1998 Stock Incentive Plan.

(12)		Includes 20,000 shares which may be acquired upon the exercise of fully vested stock options granted under the Founding Director Plan, 13,312 held of record by each of Mr. Lee’s daughter and son and 26,858 shares held of record by Mr. Lee’s sister.

(13)		Includes 4,000 shares which may be acquired upon the exercise of fully vested stock options granted under the 1998 Stock Incentive Plan.

(14)		Includes 20,000 shares which may be acquired upon the exercise of fully vested stock options granted under the Founding Director Plan.

(15)		Includes 7,000 shares which may be acquired upon the exercise of fully vested stock options granted under the 1998 Stock Incentive Plan.

(16)		Includes 2,309 shares held of record by each of Mr. Ting’s three minor children.

(17)		Includes 20,000 shares which may be acquired upon the exercise of fully vested stock options granted under the Founding Director Plan, 551,367 shares held of record by two trusts, 3,124 shares held of record by Mr. Wang’s spouse and 9,551 shares held of record by a non-profit corporation over which Mr. Wang has voting and investment control.

The following Stock Performance Graph compares the cumulative total shareholder return on the Company’s Common Stock for the period from December 16, 1998, when the Common Stock was first listed on the Nasdaq National Market, to December 31, 2002, with the cumulative total return of the Nasdaq Stock Market (Total US) Index (“Nasdaq Index”), and the SNL $500 Million to $1 Billion Bank Asset-Size Index (“SNL Index”) for the same period. Dividend reinvestment has been assumed. The Stock Performance Graph assumes $100 invested on December 16, 1998 in the Company’s Common Stock, the Nasdaq Index, and the SNL Index.

Composite of Partial Period Cumulative Total Return
The Nasdaq Stock Market (US) Index, the
SNL Bank Index and MetroCorp Bancshares, Inc.

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors and officers and persons who own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and reports of changes in ownership of such with the Securities and Exchange Commission (the “Commission”). Officers, directors and greater than 10% shareholders are required by regulation to furnish the Company with copies of all Section 16(a) forms they file.

To the Company’s knowledge, based solely on the Company’s review of the copies of such reports furnished to it and representations from certain reporting persons that they have complied with the relevant filing requirements, during the year ended December 31, 2002, all Section 16(a) reporting requirements applicable to the Company’s officers, directors and greater than 10% shareholders were complied with.

The Board of Directors has appointed PricewaterhouseCoopers LLP as the independent auditors of the financial statements of the Company for the year ending December 31, 2003. At the Meeting, the shareholders will be asked to consider and act upon a proposal to ratify the appointment of PricewaterhouseCoopers LLP. The ratification of such appointment will require the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote and present in person or represented by proxy at the Meeting. Representatives of PricewaterhouseCoopers LLP are expected to be present at the Meeting, will be given an opportunity to make a statement (if they desire to do so) and will be available to respond to appropriate questions.

PricewaterhouseCoopers LLP was engaged as the Company’s independent auditors on August 22, 2002 following the dismissal of Deloitte & Touche LLP. The decision to change independent accountants was recommended by the Audit Committee and was approved by the Company’s Board of Directors.

None of the reports of Deloitte & Touche LLP for the past two fiscal years ended December 31, 2001 contained any adverse opinion or disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company’s financial statements during the two most recent fiscal years ended December 31, 2001 and subsequent interim period through August 21, 2002, there were no disagreements between the Company and Deloitte & Touche LLP on any matters of accounting principles or practices, financial statement disclosure or auditing scope and procedures which, if not resolved to the satisfaction of Deloitte & Touche LLP, would have caused Deloitte & Touche LLP to make reference to the matter in their reports on the financial statements for such year.

During the Company’s two most recent fiscal years ended December 31, 2001 and subsequent interim period through August 21, 2002, Deloitte & Touche LLP did not advise the Company with respect to any of the matters listed in paragraphs (a)(1)(v)(A) through (D) of Item 304 of Regulation S-K.

During the Company’s two most recent fiscal years ended December 31, 2001 and subsequent interim period through August 21, 2002, neither the Company, nor anyone on its behalf, consulted PricewaterhouseCoopers LLP regarding (i) either the application of accounting principles to a specified completed or proposed transaction or the type of opinion that PricewaterhouseCoopers LLP might render on the Company’s financial statements, (ii) or any matter that was either the subject of disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO RATIFY SUCH APPOINTMENT.

In order for shareholder proposals submitted pursuant to Rule 14a-8 of the Exchange Act to be presented at the Company’s 2003 Annual Meeting of Shareholders and included in the Company’s proxy statement and form of proxy

relating to such meeting, such proposals must be submitted to the Secretary of the Company at the Company’s principal executive offices not later than December 31, 2003. Shareholder proposals should be submitted to the Secretary of the Company at 9600 Bellaire Boulevard, Suite 252, Houston, Texas 77036.

In addition, the Company’s Amended and Restated Bylaws provide that only such business which is properly brought before a shareholder meeting will be conducted. For business to be properly brought before a meeting or nominations of persons for election to the Board of Directors to be properly made at a meeting by a shareholder, notice must be received by the Secretary of the Company at the Company’s offices not later than the close of business on the 60th day prior to the meeting. Such notice to the Company must also provide certain information set forth in the Amended and Restated Bylaws. A copy of the Amended and Restated Bylaws may be obtained upon written request to the Secretary of the Company.

The Board of Directors does not intend to bring any other matter before the Meeting and does not know of other matters to be presented for action at the Meeting. However, if any other matter does properly come before the Meeting, or any adjournment thereof, the proxies will be voted in accordance with the discretion of the person or persons voting the proxies.

A copy of the Annual Report on Form 10-K for the year ended December 31, 2002, as filed with the Securities and Exchange Commission, is available without charge to any shareholder upon written request to David D. Rinehart, Executive Vice President and Chief Financial Officer, MetroCorp Bancshares, Inc., 9600 Bellaire Boulevard, Suite 252, Houston, Texas 77036.

You are cordially invited to attend the Meeting. Regardless of whether you plan to attend the Meeting, you are urged to complete, date, sign and return the enclosed proxy in the accompanying envelope at your earliest convenience.

Please date, sign and mail
your proxy card in the
envelope provided as soon
as possible.

This proxy will be voted FOR the following proposals unless otherwise indicated.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE x

1. ELECTION OF DIRECTORS to serve until the 2006 Annual Meeting of Shareholders and until their successors are duly elected and qualified.


		NOMINEES:
o	FOR ALL NOMINEES	o Don J. Wang
		o May P. Chu
o	WITHHOLD AUTHORITY FOR ALL NOMINEES	o John Lee

o	FOR ALL EXCEPT (See instructions below)


INSTRUCTION:		To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here: x


To change the address on your account, please check the box at right and indicate your new address in the address space above. Please note that changes to the registered name(s) on the account may not be submitted via this method.		o


		FOR	AGAINST	ABSTAIN
2.	Ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditors of the financial statements of the Company for the year ending December 31, 2003.	o	o	o
3.	In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting.

This proxy is solicited by the Board of Directors and will be voted in accordance with the undersigned’s directions set forth herein. If no direction is made, this proxy will be voted (1) FOR the election of all nominees for director named herein to serve on the Board of Directors, (2) FOR the ratification of the appointment of PricewaterhouseCoopers LLP as the independent auditors of the financial statements of the Company for the year ending December 31, 2003.

PROXY FOR 2003 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FRIDAY, MAY 23, 2003
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.

The 2003 Annual Meeting of Shareholders of MetroCorp Bancshares, Inc. (the “Company”) will be held at 9600 Bellaire Boulevard, Suite 252, Houston, Texas 77036, on Friday, May 23, 2003, beginning at 10:00 a.m. (local time). The undersigned hereby acknowledges receipt of the Notice of 2003 Annual Meeting of Shareholders and related Proxy Statement accompanying this proxy.

The undersigned hereby appoints Don J. Wang and David D. Rinehart and each of them, with or without the other, attorneys and agents, with full power of substitution, to vote as proxy all shares of Common Stock, par value $1.00 per share, of the Company owned of record by the undersigned and otherwise to act on behalf of the undersigned at the 2003 Annual Meeting of Shareholders and any adjournment thereof in accordance with the directions set forth herein and with discretionary authority with respect to such other matters, as may properly come before such meeting or any adjournment thereof, including any matter presented by a shareholder at such meeting for which advance notice was not received by the Company in accordance with the Company’s Amended and Restated Bylaws.

This proxy is solicited on behalf of the Board of Directors of the Company and will be voted FOR the following proposals listed on the reverse side unless otherwise indicated.


		OMB APPROVAL

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INTRODUCTION
VOTING SHARES AND VOTING RIGHTS
ELECTION OF DIRECTORS
CONTINUING DIRECTORS AND EXECUTIVE OFFICERS
EXECUTIVE COMPENSATION AND OTHER MATTERS
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
AUDIT COMMITTEE REPORT
PRINCIPAL ACCOUNTING FIRM FEES
INTERESTS OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS
BENEFICIAL OWNERSHIP OF COMMON STOCK BY MANAGEMENT OF THE COMPANY AND PRINCIPAL SHAREHOLDERS
PERFORMANCE GRAPH
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
PROPOSAL TO RATIFY APPOINTMENT OF INDEPENDENT AUDITORS
DATE FOR SUBMISSION OF SHAREHOLDER PROPOSALS
OTHER MATTERS
ANNUAL REPORT ON FORM 10-K


			Positions with the Company and
Name	Age		MetroBank, N.A. (the "Bank")

Don J. Wang		59	Class II Director of the Company and the Bank; Chairman of the Board of the Company and the Bank
May P. Chu		55	Class II Director of the Company; Director of the Bank
John Lee		60	Class II Director of the Company; Director of the Bank


											Long-Term
		Annual Compensation									Compensation

Name and									Other Annual		Securities Underlying		All Other
Principal Position		Year		Salary		Bonus			Compensation (1)		Options		Compensation (2)

Allen D. Brown (3)			2002	$	250,000	$	125,000		$	5,500		—	$	6,800
	President of the Company and		2001		92,051		—			3,000		100,000		829
	Chief Executive Officer of the Bank
Allen Cournyer			2002		167,000		48,096			11,000		—		6,800
	Executive Vice President and Chief Information		2001		155,000		149,750			13,000		—		7,720
	Officer of the Company; Executive Vice		2000		114,021		71,530	(4)		8,000		10,000		2,577
	President, Chief Operations Officer and Chief Information Officer of the Bank
David D. Rinehart (5)			2002		155,000		44,640			5,500		—		3,220
	Chief Financial Officer and Executive		2001		20,990		—			1,500		20,000
	Vice President of the Company and the Bank													—
David Tai			2002		195,000		68,640			5,500		—		6,800
	Executive Vice President and Secretary		2001		150,000		82,500			6,000		—		10,500
	of the Company; President and Vice Chairman		2000		130,000		125,000			6,000		—		5,440
	of the Board of the Bank
Terrance J. Tangen (6)			2002		165,000		51,975			5,500		—		6,800
	Chief Credit Officer and Executive		2001		41,250		50,000	(7)		1,500		35,000		—
	Vice President of the Bank
Don Wang			2002		110,000		—			5,500		—		4,620
	Chairman of the Board of the Company		2001		110,000		—			6,500		—		9,664
	and the Bank		2000		130,000		125,000			—		—		5,440

(1)		Represents the amount paid to compensate such officers for car allowances.

(2)		The amounts in this column include contributions made by the Bank to the Company’s 401(k) plan for the benefit of the respective executive officers.

(3)		Mr. Brown joined the Company on August 20, 2001.

(4)		Includes a $44,742 signing bonus paid to Mr. Cournyer upon his joining the Bank.

(5)		Mr. Rinehart joined the Company on November 13, 2001.

(6)		Mr. Tangen joined the Bank on October 1, 2001.

(7)		Represents a bonus paid to Mr. Tangen upon his joining the Bank.

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	1) Title of each class of securities to which transaction applies:


	2) Aggregate number of securities to which transaction applies:


SEC 1913 (02-02)	Persons who potentially are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


Name	Positions	Age

Tiong Loi Ang	Class III Director of the Company		71
Allen D. Brown	Class I Director and President of the Company; Director and Chief Executive Officer of the Bank		52
Helen F. Chen	Class I Director of the Company; Director of the Bank		55
Tommy F. Chen	Class III Director of the Company; Director of the Bank		65
Allen L. Cournyer	Executive Vice President and Chief Information Officer of the Company; Executive Vice President, Chief Operations Officer and Chief Information Officer of the Bank		54
George M. Lee	Class I Director of the Company; Director of the Bank		54
David D. Rinehart	Chief Financial Officer and Executive Vice President of the Company and the Bank		61
Terrance J. Tangen	Chief Credit Officer and Executive Vice President of the Bank		55
David Tai	Class I Director, Executive Vice President and Secretary of the Company; Director and President of the Bank		51
Joe Ting	Class III Director of the Company; Vice Chairman of the Bank		50


	Shares				Number of Securities Underlying Unexercised Options at December 31, 2002				Value of Unexercised In-the Money Options at December 31, 2002 ⁽²⁾
	Acquired on		Value
Name	Exercise		Realized⁽¹⁾		Exercisable		Unexercisable		Exercisable		Unexercisable

Allen D. Brown		—		—		20,000		80,000	$	2,600	$	10,400
Allen L. Cournyer		—		—		6,000		4,000		26,000		17,400
David D. Rinehart		—		—		4,000		16,000		2,960		11,840
David Tai		—		—		20,000		—		12,000		—
Terrance J. Tangen		—		—		7,000		28,000		2,450		9,800
Don J. Wang		—		—		20,000		—		12,000		—

(1)		The “value realized” represents the difference between the exercise price of the option shares and the market price of the option shares on the date of exercise without considering any taxes, which may have been owed.

(2)		The value of the unexercised options is calculated based on the closing price of the Common Stock as reported on the Nasdaq National Market on December 31, 2002 of $11.60 per share.


		2002			2001

Gross balance		$	7,558		$	8,393
	Less: participation portion sold to New Era Life Ins. Co.		(2,310	)		(2,721	)

Net balance outstanding		$	5,248		$	5,672


Name	Number of Shares			Percentage Beneficially Owned⁽¹⁾

Principal Shareholders
Metro Investment Group, Inc.⁽²⁾		491,557			7.00	%
Siah Chin Leong ⁽³⁾		481,016			6.85	%
Leslie Looi Meng ⁽⁴⁾		403,627			5.74	%
Shou Chiun Ting⁽⁵⁾		390,255			5.55	%
Directors and Executive Officers
Tiong Loi Ang		105,248	⁽⁶⁾		1.50	%
Allen D. Brown		21,100	⁽⁷⁾		*
Helen F. Chen		565,852	⁽⁸⁾		8.05	%
Tommy F. Chen		202,226	⁽⁹⁾		2.87	%
May P. Chu		113,264	⁽¹⁰⁾		1.61	%
Allen L. Cournyer		6,680	⁽¹¹⁾		*
George M. Lee		1,000			*
John Lee		158,566	⁽¹²⁾		2.25	%
David D. Rinehart		5,000	⁽¹³⁾		*
David Tai		284,599	⁽¹⁴⁾		4.04	%
Terrance J. Tangen		7,500	⁽¹⁵⁾		*
Joe Ting		75,253	⁽¹⁶⁾		1.07	%
Don J. Wang		551,365	⁽¹⁷⁾		7.82	%
Directors and Named Executive Officers as a Group (13 persons)		2,097,653			29.84	%

*		Indicates ownership that does not exceed 1.0%.

(1)		The percentage of beneficially owned was calculated based on 7,026,222 shares of Common Stock outstanding as of March 21, 2003. The percentage assumes the exercise by the shareholder or group named in each row of all options for the purchase of Common Stock held by such shareholder or group and exercisable within 60 days.

(2)		Metro Investment Group, Inc.’s address is 16607 Southern Oaks Drive, Houston, Texas 77069. Director Helen F. Chen is the controlling shareholder and President of Metro Investment Group, Inc. and has voting and investment control of the shares.

(3)		Siah Chin Leong’s address is c/o Vincent, Ltd., 321 Orchard Rd., 8-06 Singapore 239-193.

(4)		Leslie Looi Meng’s address is 327 River Valley Road #16-02, Casuarina Yong An Park, Singapore 238-359.

(5)		Mr. Shou Chiun Ting’s address is 2825 Wilcrest, Suite 200, Houston, Texas 77042. Includes 172,936 held of record by Luxor Holding Corporation over which Mr. Shou Chiun Ting has voting and investment control. Shou Chiun Ting is the father of Director Joe Ting.


	Period Ending

Index	12/16/98		12/31/98		12/31/99		12/31/00		12/31/01		12/31/02

MetroCorp Bancshares, Inc.		100.00		98.29		77.47		95.56		110.89		117.20
NASDAQ — Total US*		100.00		109.27		202.66		122.01		96.79		66.91
SNL $500M-$1B Bank Index		100.00		101.82		94.26		90.22		117.05		149.44


	1) Amount Previously Paid:


	2) Form, Schedule or Registration Statement No.:


	3) Filing Party:


	4) Date Filed:


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