-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D+zc5YcFmS6FsN0cWFqGS0Bg4o7PeQVA7e6EgJuTUaXP9PgF6JaBb8QEe3slCqg6 jBMXSKwQcl0S5yQwhq5F4w== 0000948688-96-000013.txt : 19960423 0000948688-96-000013.hdr.sgml : 19960423 ACCESSION NUMBER: 0000948688-96-000013 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960515 FILED AS OF DATE: 19960422 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: MIDSOUTH BANCORP INC CENTRAL INDEX KEY: 0000745981 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 721020809 STATE OF INCORPORATION: LA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11826 FILM NUMBER: 96549122 BUSINESS ADDRESS: STREET 1: 102 VERSAILLES BLVD CITY: LAFAYETTE STATE: LA ZIP: 70501 BUSINESS PHONE: 3182378343 MAIL ADDRESS: STREET 1: 102 VERSAILLES BLVD CITY: LAFAYETTE STATE: LA ZIP: 70501 DEF 14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of [X ] Definitive Proxy Statement Commission Only (as permitted [ ] Definitive Additional Materials by Rule 14a-6(e)(2)) [ ] Soliciting Material Pursuant to par 240.14a-11(c) or par. 240.14a-12 MidSouth Bancorp, Inc. (Name of Registrant as Specified In Its Charter) Board of Directors of MidSouth Bancorp, Inc. (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): [X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total Fee Paid: [ ] Fee paid previously with preliminary materials. [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: MIDSOUTH BANCORP, INC. 102 Versailles Boulevard Versailles Centre Lafayette, Louisiana 70501 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 1996 Lafayette, Louisiana April 15, 1996 The annual meeting of shareholders of MidSouth Bancorp, Inc. ("MidSouth") will be held on Wednesday, May 15, 1996 at 2:00 p.m., local time at MidSouth's main office, 102 Versailles Boulevard, Lafayette, Louisiana to vote upon the following matters: 1. The election of directors of MidSouth. 2. Such other matters as may properly come before the meeting or any adjournments thereof. Only holders of record of MidSouth's common stock at the close of business on April 8, 1996 are entitled to notice of and to vote at the annual meeting. Your vote is important regardless of the number of shares you own. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING STAMPED ENVELOPE. YOUR PROXY MAY BE REVOKED BY APPROPRIATE NOTICE TO MIDSOUTH'S SECRETARY AT ANY TIME PRIOR TO THE VOTING THEREOF. BY ORDER OF THE BOARD OF DIRECTORS Karen L. Hail Secretary MIDSOUTH BANCORP, INC. 102 Versailles Boulevard Versailles Centre Lafayette, Louisiana 70501 April 15, 1996 PROXY STATEMENT This Proxy Statement is furnished to shareholders of common stock of MidSouth Bancorp, Inc. ("MidSouth") in connection with the solicitation on behalf of its Board of Directors (the "Board") of proxies for use at the annual meeting of shareholders of MidSouth (the "Meeting") to be held on Wednesday, May 15, 1996 at the time and place set forth in the accompanying notice and at any adjournments thereof. This Proxy Statement is first being mailed to shareholders on or about April 15, 1996. Only shareholders of record of MidSouth common stock ("Common Stock") at the close of business on April 8, 1996 are entitled to notice of and to vote at the Meeting. As of April 8,1996, MidSouth had outstanding 980,950 shares of Common Stock plus any shares issued on conversion of MidSouth Preferred Stock from April 1 through April 8, 1996, each of which is entitled to one vote. The presence, in person or by proxy, of a majority of the outstanding shares of Common Stock is necessary to constitute a quorum. If a quorum is present, the election of directors is determined by plurality vote. With respect to any proposal that may properly come before the Meeting, MidSouth's Articles of Incorporation ("Articles") provide that if the Board has recommended the proposal by the affirmative vote of the majority of all of the Continuing Directors, as defined in the Articles, then, in general, the affirmative vote of a majority of the votes cast is required to approve the proposal. If the proposal is not so recommended, then the affirmative vote of 80% of the Total Voting Power, as defined in the Articles, is required to approve the proposal. MidSouth's By-laws provide that the Continuing Directors will appoint the Judge(s) of Election and that all questions as to the qualification of voters, validity of proxies and the acceptance or rejection of votes will be decided by the Judge(s) of Election. Abstentions will have no effect on the election of directors. With respect to any other proposal to properly come before the Meeting, abstentions will be counted as votes not cast, if approval of the proposal requires the affirmative vote of 80% of the total voting power and will have the effect of a vote against the proposal. If brokers not receiving instructions from beneficial owners as to the granting or withholding of proxies may not or do not exercise discretionary power to grant a proxy with respect to a particular matter (a "broker non-vote"), shares not voted as a result will be counted as not present with respect to such matter. All proxies received in the form enclosed will be voted as specified and, in the absence of instructions to the contrary, will be voted for the election of the nominees named herein. MidSouth does not know of any matters to be presented at the Meeting other than those described herein; however, if any other matters properly come before the Meeting or any adjournments thereof, it is the intention of the persons named in the enclosed proxy to vote the shares represented by them in accordance with their best judgment. The enclosed proxy may be revoked by the shareholder at any time prior to the exercise thereof by filing with the Secretary of MidSouth a written revocation or a duly executed proxy bearing a later date. A shareholder who votes in person at the Meeting in a manner inconsistent with a proxy previously filed on the shareholder's behalf will be deemed to have revoked such proxy as it relates to the matters voted upon in person. 2 The cost of soliciting proxies in the enclosed form will be borne by MidSouth. In addition to the use of the mails, proxies may be solicited by personal interview, telephone and telegraph. Banks, brokerage houses and other nominees or fiduciaries may be requested to forward the soliciting material to their principals and to obtain authorization for the execution of proxies, and MidSouth will, upon request, reimburse them for their expenses in so acting. ELECTION OF DIRECTORS MidSouth's Articles provide that the number of directors will be set by the By-Laws, and the By-Laws currently provide for a Board of Directors of eight directors. The Articles also provide for three classes of directors, with one class to be elected at each annual meeting for a three-year term. At the Meeting, Class III Directors will be elected to serve until the third succeeding annual meeting of shareholders and until their successors have been duly elected and qualified. Unless authority is withheld, the persons named in the enclosed proxy will vote the shares represented by the proxies received by them for the election of the three Class III director nominees named below. In the unanticipated event that one or more nominees cannot be a candidate at the Meeting, the shares represented by the proxies will be voted in favor of such other nominees as may be designated by the Board. Directors will be elected by plurality vote. MidSouth's Articles provide that only persons who are nominated in accordance with the procedures set forth in Article IV(H) of the Articles are eligible for election as directors. Other than the Board of Directors, only shareholders of MidSouth entitled to vote at a meeting for the election of directors who have complied with the notice procedures set forth in the Articles may nominate a person for election for director. In order for such shareholder to nominate a person for election, the shareholder must have given written notice to MidSouth by January 15, 1996 setting forth the following: (1) as to each person whom the shareholder proposes to nominate for election or reelection as director, (a) the name, age, business address and residential address of such person, (b) the principal occupation or employment of such person, (c) the class and number of shares of capital stock of MidSouth of which such person is the beneficial owner (as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934 ("Rule 13d-3") and (d) any other information relating to such person that would be required to be disclosed in solicitations of proxies for the election of directors pursuant to Regulation 14A promulgated under the Securities Exchange Act of 1934; and (2) as to the shareholder of record giving the notice, (a) the name and address of such shareholder, (b) the class and number of shares of capital stock of MidSouth of which such shareholder is the beneficial owner (as defined in Rule 13d-3) and (c) a description of any agreements, arrangements or relationships between the shareholder giving the notice and each person the shareholder proposes to nominate. Two inspectors, not affiliated with MidSouth, appointed by MidSouth's secretary, will determine whether the notice provisions were met. If the inspectors determine that the Shareholder has not complied with Article IV(H), the defective nomination shall be disregarded. The following table sets forth certain information as of March 31, 1996 with respect to each director nominee and each director whose term as a director will continue after the Meeting. Unless otherwise indicated, each person has been engaged in the principal occupation shown for the past five years. The Board recommends a vote FOR each of the three nominees named below. 3
Director Nominees for terms expiring in 1999 (Class III Directors) Year First Became Name Age Principal Occupation Director of MidSouth ____ ___ ____________________ ____________________ James R. Davis, Jr. 43 Owner, Davis/Wade 1991 Financial Services, LLC (1995-Present);Owner, Safe-America Security System, Baton Rouge, LA (1994-1995); Director of Gas Supply for LA, Victoria Gas Corporation (1992 - 1993); President, Elsbury Production, Inc. (1982-1992) Karen L. Hail 42 Chief Financial Officer and 1988 Secretary, MidSouth Milton B. Kidd, III., O.D. 47 Optometrist, Kidd Vision Centers ____
Directors whose terms expire in 1997 (Class I Directors) Year First Became Name Age Principal Occupation Director of MidSouth ____ ___ ____________________ ____________________ C. R. Cloutier 49 President and C.E.O., MidSouth 1984 and MidSouth National Bank (the "Bank"), the wholly-owned subsidiary of MidSouth J. B. Hargroder, M.D. 65 Physician, retired 1984 William M. Simmons 62 Private Investments 1984
Directors whose terms expire in 1998 (Class II Directors) Year First Became Name Age Principal Occupation Director of MidSouth ____ ___ ____________________ ____________________ Will G. Charbonnet, Sr. 48 President, Acadiana Fast Foods 1985 Inc. (owner/operator fast food stores); Chairman of the Board, MidSouth and the Bank Clayton Paul Hilliard 70 President, Badger Oil Corporation 1992
________________ Dr. Kidd, III has served on the board of MidSouth National Bank since April 1, 1994. Mr. Hilliard also served on the boards of MidSouth and MidSouth the Bank from 1985 to 1987. _______________ 4 During 1995 the Board held 15 meetings. Each incumbent director attended at least 75% of the aggregate number of meetings held during 1995 of the Board and committees of which he or she was a member, except James R. Davis, Jr. who attended 63%. The Board has an Executive Committee, an Audit and Loan Review Committee and a Personnel Committee. The members of the Executive Committee are Will G. Charbonnet, Sr., C. R. Cloutier, and J. B. Hargroder, M.D. The Executive Committee's duties include nominations, shareholder relations, bank examination and Securities and Exchange Commission ("SEC") reporting. The committee will consider nominees that are proposed by shareholders in accordance with the procedures, described above, set forth in MidSouth's Articles. The Executive Committee did not meet in 1995 as such matters usually taken up by this committee were brought to the full board. The current members of the Audit and Loan Review Committee are James R. Davis, Jr., Milton B. Kidd, III, O.D. and Clayton Paul Hilliard. The committee, which held 12 meetings in 1995, is responsible for maintaining a program of internal accounting controls and monitoring all loans and lines of credit for consistency with MidSouth National Bank's loan policy. The current members of the Personnel Committee are Will G. Charbonnet, Sr., James R. Davis, Jr., J. B. Hargroder, M.D., Clayton Paul Hilliard and William M. Simmons. The committee, which met three times in 1995, is responsible for evaluating the performance and setting the compensation of MidSouth's executive officers. Directors of MidSouth are also members of the Board of Directors of MidSouth National Bank with the exception that Milton B. Kidd, Jr., is a director of MidSouth and director- emeritus of the Bank. Milton B. Kidd, Jr. will not seek re- election to the board of MidSouth but will remain as director- emeritus of both MidSouth and the Bank. Directors were entitled to fees of $200 per month for service on both boards, except for the Chairman of the Board of MidSouth and the Bank who receives an additional $400 per month. In addition to the monthly fee, each director received $250 for each regular meeting, and $125 for each special meeting, of the Board of the Bank and $75 for the first hour, and $25 per hour for each additional hour, of each committee meeting. Directors received fees only for meetings they attended. Section 16(a) of the Securities and Exchange Act of 1934 requires MidSouth's directors and executive officers and persons who own more than ten percent of a registered class of MidSouth's equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of MidSouth. Executive officers, directors and greater than ten-percent shareholders are required to furnish MidSouth with copies of all Section 16(a) forms they file. To MidSouth's knowledge, based only on a review of forms furnished to MidSouth, all such Section 16(a) filings were filed on a timely basis except that one report covering one transaction made in 1995 was filed late by Mr. Clayton Paul Hilliard. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS OF MIDSOUTH Security Ownership of Management The following table sets forth certain information as of March 31, 1996 concerning the beneficial ownership of MidSouth's equity securities, consisting of Common Stock and Series A Convertible Preferred Stock, by each director and nominee of MidSouth, by MidSouth's Chief Executive Officer, C. R. Cloutier (who is also a director) and by all directors and executive officers of MidSouth as a group, determined in accordance with Rule 13d-3. Unless otherwise indicated, the securities are held with sole voting and investment power. The table reflects shares of Common Stock beneficially owned, and the footnotes provide information on beneficial ownership of Preferred Stock. 5
Amount and Nature of Percent Name and Address Beneficial of Class Ownership ________________ ______________ ________ Will G. Charbonnet, Sr. 54,792 5.6% 1003 Hugh Wallis Road, South, Suite F Lafayette, LA 70508 C. R. Cloutier 67,850 6.8% P. O. Box 3745 Lafayette, LA 70502 James R. Davis, Jr. 20,877 2.1% 8857 Wakefield Baton Rouge, LA 70806 Karen L. Hail 24,603 2.5% P. O. Box 3745 Lafayette, LA 70502 J. B. Hargroder, M.D. 95,811 9.8% P. O. Box 1049 Jennings, LA 70546 Clayton Paul Hilliard 46,633 4.8% P. O. Box 52745 Lafayette, LA 70505 Milton B. Kidd, III, O.D. 40,030 4.1% 1500 N.W. Blvd. P. O. Box 1071 Franklin, LA 70538 Milton B. Kidd, Jr., O.D. 20,009 2.0% 1500 N.W. Blvd. P. O. Box 1071 Franklin, LA 70538 William M. Simmons 33,902 3.5% P. O. Box 111 Avery Island, LA 70513 All directors and 412,150 41.11% executive officers as a group (13 persons)
6 MidSouth Common Stock held by MidSouth's Directors' Deferred Compensation Trust is beneficially owned by the Plan Administrator, which has sole voting and investment power. Because the Plan Administrator is the Executive Committee of the Board of MidSouth, all directors of MidSouth could be deemed to share voting and investment power with respect to all MidSouth Common Stock held in the MidSouth's Directors' Deferred Compensation Trust (the "Deferred Compensation Trust") (74,434 shares or 7.6% as of March 31, 1996). For each individual director, the table reflects the number of shares held for his or her account only. The group figure reflects all shares held in the Deferred Compensation Trust at March 31, 1996. MidSouth Common Stock held by MidSouth's Employee Stock Ownership Plan (the "ESOP") is not included in the table, except that shares allocated to an individual's account are included as beneficially owned by that individual. Beneficial ownership of shares held in the ESOP is attributed to the ESOP, ESOP Trustees and ESOP Administrative Committee, as reflected in the table below. The Board has the power to appoint and remove the ESOP Trustees and Administrative Committee. Shares subject to options or which may be acquired on conversion of preferred stock are deemed outstanding for purposes of computing the percentage of outstanding Common Stock owned by persons beneficially owning such shares and by all directors and executive officers as a group but are not deemed to be outstanding for the purpose of computing the ownership percentage of any other person. Includes 11,844 shares as to which he shares voting and investment power and 9,319 shares held for his account in the Deferred Compensation Trust. Includes 10,518 shares held by the ESOP for his account as to which he shares voting power, 27,315 shares as to which he shares voting and investment power, 10,400 shares held for his account in the Deferred Compensation Trust and 14,000 shares underlying stock options. Includes 13,506 shares as to which he shares voting and investment power and 7,371 shares held for his account in the Deferred Compensation Trust. Includes 7,663 shares held for her account in the ESOP as to which she shares voting power, 279 shares as to which she shares voting and investment power, 7,276 shares held for her account in the Deferred Compensation Trust and 7,000 shares underlying stock options. Includes 84,846 shares as to which he shares voting and investment power, and 9,198 shares held for his account in the Deferred Compensation Trust. Includes 133 shares he has the right to acquire on conversion of 400 shares of Preferred Stock owned by him. Includes 41,719 shares as to which he shares voting and investment powers and 3,773 shares held for his account in the Deferred Compensation Trust. Includes 13,477 shares as to which he shares voting and investment powers with his father, Milton B. Kidd, Jr., outgoing director of MidSouth and 1,687 shares held for his account in the Trust. Includes 13,477 shares as to which he shares voting and investment powers with his son, Milton B. Kidd, III, incoming director of MidSouth and 6,332 shares held for his account in the Trust. Includes 759 shares as to which he shares voting and investment power and 8,791 shares held for his account in the Deferred Compensation Trust. ___________ 7 Security Ownership of Certain Beneficial Owners The following table sets forth certain information as of March 31, 1996 concerning persons or groups, other than the directors listed in the table above, known to MidSouth to be the beneficial owner of more than five percent of MidSouth's Common Stock, determined in accordance with Rule 13d-3 of the SEC.
Name and Address Amount and Nature Percent of Beneficial Owner of Beneficial Owner of Class Hilton B. Watson 49,140 5.0% 102 S. Cutting Avenue Jennings, LA 70546 MidSouth Bancorp, Inc. 94,593 9.6% Employee Stock Ownership Plan, ESOP Trustees and ESOP Administrative Committee P. O. Box 3745 Lafayette, LA 70502 ______________
The ESOP Administrative Committee directs the ESOP Trustees how to vote the approximately 5,575 unallocated shares of Common Stock held in the ESOP (as of March 31, 1996). Voting rights of the shares allocated to ESOP participants' accounts are passed through to the participants. The ESOP Trustees have investment power with respect to the ESOP's assets, but must exercise this power in accordance with an investment policy established by the ESOP Administrative Committee. Thus, the ESOP Trustees share investment power with the ESOP Administrative Committee for all shares held pursuant to the ESOP. The ESOP Trustees are Donald R. Landry, an executive officer of MidSouth, and Russell Henson and Kim Cormier, Bank employees. The ESOP Administrative Committee consists of Teri S. Stelly, executive officers of MidSouth and Dailene Melancon, a Bank employee. _________________ 8 EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS Summary of Executive Compensation The following table shows all compensation awarded to, earned by or paid to MidSouth's Chief Executive Officer, C. R. Cloutier, and Chief Financial Officer, Karen L. Hail, for all services rendered by them in all capacities to MidSouth and its subsidiaries for the year ended December 31, 1995 No other executive officer of MidSouth had total annual salary and bonus exceeding $100,000 for the year ended December 31, 1995.
Long Term Compensation ______________________________________________________ Annual Compensation Awards Payouts Other _________________________ ____________________ ___________________ ________ Other Securities All Annual Restricted Under- Other Name Compen- Stock lying LTIP Compen- and Principal Year Salary($) Bonus($) sation Award(s) Option(s) Payouts sation Position ($) ($) SARs(#) ($) ($) ____________________________________________________________________________________________________ C.R. Cloutier 1995 $119,450 19,445 0 0 0 0 5,865 Chief Executive 1994 $111,517 15,071 0 0 0 0 9,165 Officer 1993 $110,267 4,956 0 0 0 0 10,114 ____________________________________________________________________________________________________ Karen L. Hail 1995 $ 85,100 12,235 0 0 0 0 5,520 Chief Financial 1994 $ 85,074 8,417 0 0 0 0 3,626 Officer 1993 $ 77,929 3,109 0 0 0 0 3,732 ____________________________________________________________________________________________________
Includes director fees of $11,950 and $11,600 for 1995; $11,900 and $12,000 for 1994 and $10,650 and $10,400 for 1993 for Mr. Cloutier and Ms. Hail respectively. Awarded pursuant to the Incentive Compensation Plan of the Bank. Consists of an estimated $5,038 and $4,908 contributed by MidSouth to the ESOP for the accounts of Mr. Cloutier and Ms. Hail respectively and $827 and $612 paid by MidSouth in insurance premiums for term life insurance for the benefit of Mr. Cloutier and Ms. Hail respectively. _______________________ 9 Option Exercises and Holdings The following table sets forth information with respect to MidSouth's Chief Executive Officer, C. R. Cloutier and Chief Financial Officer, Karen L. Hail concerning their exercise of options during 1995 and unexercised options held as of December 31, 1995. As of December 31, 1995 no other officers of MidSouth held options to purchase shares of MidSouth. AGGREGATED OPTION EXERCISES IN 1995 AND OPTION VALUES AS OF DECEMBER 31, 1995
No. of Shares Acquired on Value Number of Securities Value of Unexercised Name Exercise Realized Underlying Unexercised In-the-Money Options/SARs Options/SARs at at December 31, 1995 December 31, 1995 __________________________ ___________________________ Exercisable Unexercisable Exercisable Unexercisable _______________________________________________________________________________________________ C. R. Cloutier 0 $0 14,000 0 $115,290 N.A. Karen L. Hail 4,000 $37,940 10,000 0 $ 82,350 N.A. _______________________________________________________________________________________________ _______________
As adjusted for a stock dividend paid February 18, 1994 and a stock split effected September 15, 1995. Mr. Cloutier's and Ms. Hail's options are exercisable at an exercise price of $7.14 per share and expire on December 31, 1996. __________________ Employment and Severance Contracts with Named Executive Officer Mr. Cloutier and Ms. Hail each have a written employment agreement with the Bank for a term of one year, commencing February 15th of each year. The employment agreements are automatically extended for a period of one year every year thereafter commencing on the termination date, unless written notice of termination is given by any party to the agreement not later than 60 days before the termination date. Pursuant to the contract, Mr. Cloutier and Ms. Hail receive term life insurance equal to four times their annual salary payable to a beneficiary of their choice and disability insurance of not less than two- thirds of their annual salary. Mr. Cloutier and Ms. Hail's contracts have a severance provision which entitles them to one year's salary if the agreement is terminated by the Bank, unless they are removed by a regulatory body. Certain Transactions Directors, nominees and executive officers of MidSouth and their associates have been customers of, and have had loan transactions with, the Bank in the ordinary course of business, and such transactions are expected to continue in the future. In the opinion of MidSouth's management, such transactions have been on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features. 10 RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS MidSouth's consolidated financial statements for the year ended December 31, 1995 were audited by the firm of Deloitte & Touche, LLP and the Board has appointed such firm to audit MidSouth's financial statements for the year ending December 31, 1996. Representatives of Deloitte & Touche, LLP are not expected to be present at the meeting. SHAREHOLDER PROPOSALS Eligible shareholders who desire to present a proposal qualified for inclusion in the proxy materials relating to the 1997 annual meeting of MidSouth must forward such proposals to the Secretary of MidSouth at the address listed on the first page of this Proxy Statement in time to arrive at MidSouth prior to January 16, 1997. ANY SHAREHOLDER MAY BY WRITTEN REQUEST OBTAIN WITHOUT CHARGE A COPY OF MIDSOUTH'S ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 1995, WITHOUT EXHIBITS. REQUESTS SHOULD BE ADDRESSED TO SALLY D. GARY, INVESTOR RELATIONS, MIDSOUTH BANCORP, INC., P. O. BOX 3745, LAFAYETTE, LOUISIANA 70502. By Order of the Board of Directors Karen L. Hail Secretary Lafayette, Louisiana April 15, 1996 1. Election of Class III Directors Nominees: James R. Davis, Jr. Karen L. Hail Milton B. Kidd, III, O.D. ___ FOR all nominees listed except as marked to the contrary ___ WITHHOLD authority for all nominees ___ If you wish to withhold authority to vote for certain of the nominees listed, strike through the nominee(s) names. 2. In their discretion, to vote upon such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as name appears on the certificate or certificates representing shares to be voted by the proxy. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized persons. If a partnership, please sign in partnership name by authorized persons. Dated: ________________________1996 ___________________________________ Signature of Shareholder ___________________________________ Signature (ifjointly owned) PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD TO THE COMPANY PROMPTLY USING THE ENCLOSED ENVELOPE. PROXY MIDSOUTH BANCORP, INC. May 15, 1996 Annual Meeting of Shareholders THIS PROXY IS SOLOCITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby appoints Raymond F. Mikolajczyk and Barbara Hightower, or any of them, proxies of the undersigned, with full power of substitution, to represent the undersigned and to vote all of the shares of Common Stock of MidSouth -----END PRIVACY-ENHANCED MESSAGE-----