-----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, Ax+DUNBEpIYaFmo7snRzHxKB3yQdouxRTTmGtbVMs2H+NhwUfp0OFbnu2h6DX9sz 65WyNyXlUQzbTWb8XXr1xw== 0000948688-99-000007.txt : 19990414 0000948688-99-000007.hdr.sgml : 19990414 ACCESSION NUMBER: 0000948688-99-000007 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980413 FILED AS OF DATE: 19990413 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: SEC FILE NUMBER: 001-11826 FILM NUMBER: 99592561 BUSINESS ADDRESS: STREET 1: 102 VERSAILLES BLVD STREET 2: VERSAILLES CENTRE 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 MIDSOUTH BANCORP, INC. 102 Versailles Boulevard Versailles Centre Lafayette, Louisiana 70501 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS Lafayette, Louisiana April 12, 1999 The annual meeting of shareholders of MidSouth Bancorp, Inc. ("MidSouth") will be held on Wednesday, May 12, 1999, at 2:00 p.m., local time, at MidSouth's main office, 102 Versailles Boulevard, Lafayette, Louisiana, to elect directors, to consider and vote upon a proposed amendment to the Articles of Incorporation to increase the number of authorized shares of common stock to ten million and to consider such other matters as may properly come before the meeting or any adjournments thereof. Only holders of record of common stock at the close of business on March 31, 1999, are entitled to notice of and to vote at the meeting. Your vote is important regardless of the number of shares you own. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ACCOMPANYING ENVELOPE. YOUR PROXY MAY BE REVOKED BY APPROPRIATE NOTICE TO MIDSOUTH'S SECRETARY AT ANY TIME PRIOR TO THE VOTING THEREOF. BY ORDER OF THE BOARD OF DIRECTORS Karen L. Hail Secretary MIDSOUTH BANCORP, INC. 102 Versailles Boulevard Versailles Centre Lafayette, Louisiana 70501 PROXY STATEMENT This Proxy Statement is furnished holders of common stock of MidSouth Bancorp, Inc. ("MidSouth") in connection with the solicitation on behalf of its Board of Directors (the "Board") of proxies for use at MidSouth's annual shareholders meeting (the "Meeting") to be held on Wednesday, May 12, 1999, at the time and place shown in the accompanying notice and at any adjournments thereof. This Proxy Statement is first being mailed to shareholders about April 12, 1999. Only holders of record of MidSouth common stock ("Common Stock") at the close of business on March 31, 1999, are entitled to notice of and to vote at the Meeting. On that date, MidSouth had outstanding 2,444,306 shares of Common Stock, plus any shares issued on conversion of its Preferred Stock or acquired pursuant to MidSouth's Dividend Reinvestment and Stock Purchase Plan from March 19 through March 31, 1999, each of which is entitled to one vote. The presence, in person or by proxy, of a majority of the outstanding shares of Common Stock entitled to vote is necessary to constitute a quorum. If a quorum is present, directors are elected by plurality vote and the proposed amendment to MidSouth's Articles of Incorporation will require the affirmative vote of a majority of the voting power present at the meeting. With respect to any other proposal properly before the Meeting, if the Board has recommended it by the affirmative vote of the majority of the Continuing Directors, as defined in MidSouth's Articles of Incorporation ("Articles"), then, generally, the affirmative vote of a majority of the votes cast is required to approve it, but if it is not so recommended, then the affirmative vote of 80% of the Total Voting Power, as defined in the Articles, is required to approve it. MidSouth's By-laws provide that the Continuing Directors will appoint the Judge(s) of Election and that all questions as to the qualification of voters, validity of proxies and the acceptance or rejection of votes will be decided by the Judge(s). Abstentions or broker non-votes will have no effect on the election of directors. With respect to the proposed amendment, broker non-votes will be counted as not present and will have no effect on the vote; but abstentions will be counted as present and will have the effect of a vote against the proposed amendment. With respect to any other proposal, abstentions and broker non-votes will be counted as votes not cast and will have no effect on any proposal requiring a majority of votes cast to approve it and will have the effect of a vote against any proposal requiring an affirmative vote of a percentage of the Total Voting Power. All proxies received in the form enclosed will be voted as specified and, in the absence of instructions to the contrary, will be voted for the election of the persons named herein and for the proposed amendment. 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 its exercise by filing with MidSouth's Secretary a written revocation or a duly executed proxy bearing a later date. A shareholder who votes in person in a manner inconsistent with a proxy previously filed on his or her behalf will be deemed to have revoked the proxy as to the matters voted upon in person. The cost of soliciting proxies in the enclosed form will be borne by MidSouth. In addition to the use of the mails, proxies may be solicited by personal interview, telephone, telegraph, facsimile and e-mail. Banks, brokerage houses and other nominees or fiduciaries may be requested to forward the soliciting material to their principals and to obtain authorization for the execution of proxies, and MidSouth will, upon request, reimburse them for their expenses in so acting. ELECTION OF DIRECTORS The Articles provide for three classes of directors, with one class to be elected at each annual meeting for a three-year term. At the Meeting, Class III Directors will be elected to serve until the third succeeding annual meeting and until their successors have been duly elected and qualified. Unless authority is withheld, the persons named in the enclosed proxy will vote the shares represented by the proxies received by them for the election of the three Class III director nominees named below. In the unanticipated event that one or more nominees cannot be a candidate at the Meeting, the shares represented will be voted in favor of such other nominees as may be designated by the Board. Directors will be elected by plurality vote. Other than the Board, only shareholders entitled to vote for the election of directors who have complied with the procedures of Article IV(H) of MidSouth's Articles may nominate a person for election. To do so, the shareholder must have given written notice to MidSouth by December 14, 1998, of the following: (1) as to each person whom he or she proposes to nominate, (a) his or her name, age, business address, residential address, principal occupation or employment, and the class and number of shares of MidSouth's stock of which he or she is the beneficial owner and (b) any other information relating to such person that would be required to be disclosed in solicitations of proxies for the election of directors by Regulation 14A under the Securities Exchange Act of 1934 (the "Exchange Act"); and (2) as to the shareholder giving the notice, (a) his or her name and address and the class and number of shares of stock of MidSouth of which he or she is the beneficial owner and (b) a description of any agreements, arrangements or relationships between the shareholder and each person he or she proposes to nominate. Two inspectors, not affiliated with MidSouth, appointed by MidSouth's Secretary, will determine whether the notice provisions were met; if they determine that the shareholder has not complied with Article IV(H), the defective nomination will be disregarded. The following table sets forth certain information as of March 31, 1999, 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.
Director Nominees whose terms expire in 2002 (Class III Directors) Year First Name Age Principal Occupation Became Director James R. Davis, Jr. 46 President, Advanced Pay Cellular, Inc. (1997- 1991 Present); President, Davis/Wade Financial Services, LLC (1995-Present); Owner, Safe- America Security System (1994-1995) Karen L. Hail 45 Chief Financial Officer and Secretary, MidSouth 1988 Milton B. Kidd, III, O.D. 50 Optometrist, Kidd Vision Centers 1996(FN2) Directors whose terms expire in 2000 (Class I Directors) Year First Name Age Principal Occupation Became Director C. R. Cloutier 52 President and C.E.O., MidSouth and MidSouth 1984 National Bank (the "Bank"), MidSouth's wholly- owned subsidiary J. B. Hargroder, M.D. 68 Physician, retired 1984 William M. Simmons 65 Private Investments 1984 Directors whose terms expire in 2001 (Class II Directors) Year First Name Age Principal Occupation Became Director Will G. Charbonnet, Sr. 51 President, Acadiana Fast Foods Inc. (owner/ 1985 operator of fast food stores); Chairman of the Board, MidSouth and the Bank Clayton Paul Hilliard 73 President, Badger Oil Corporation 1992(FN1) (FN1) Mr. Hilliard also served on the Boards of MidSouth and the Bank from 1985 to 1987. (FN2) Dr. Kidd has served on the Board of the Bank since April 1, 1994.
___________________ During 1998, the Board held 12 meetings. Each incumbent director attended at least 75% of the aggregate number of meetings held during 1998 of the Board and committees of which he or she was a member. The Board has an Executive Committee, an Audit and Loan Review Committee and a Personnel Committee. The members of the Executive Committee are Messrs. Charbonnet, Cloutier and Hargroder. The Committee's duties include nominations, shareholder relations, Bank examination and Securities and Exchange Commission ("SEC") reporting. The Committee will consider nominees who are proposed by shareholders in accordance with the procedures, described above, in MidSouth's Articles. The Committee did not meet in 1998 as matters usually taken up by it were brought to the full Board. The members of the Audit and Loan Review Committee are Messrs. Davis, Kidd, and Hilliard. The Committee, which held 11 meetings in 1998, is responsible for maintaining a program of internal accounting controls and monitoring all loans and lines of credit for consistency with the Bank's loan policies. The members of the Personnel Committee are Messrs. Charbonnet, Davis, Hargroder, Hilliard, Kidd, and Simmons. The Committee, which met twice in 1998, is responsible for evaluating the performance and setting the compensation of MidSouth's executive officers and administering MidSouth's Stock Incentive Plan. Directors of MidSouth are also directors of the Bank. Directors are entitled to fees of $200 per month for service on both boards, except for the Chairman of the Board, who receives an additional $400 per month. Each director also receives $250 for each regular meeting, and $125 for each special meeting, of the Board of the Bank and $100 for the first hour, and $50 per hour for each additional hour, of each committee meeting. Directors receive fees only for meetings they attend. Each of the current directors who are not employees were granted options in 1997 to purchase up to 10,968 shares of MidSouth Common Stock at $6.67 per share, its fair market value on the date of grant, exercisable in annual 20% increments beginning one year from the date of grant. The Exchange Act and applicable SEC regulations require MidSouth's directors, executive officers and ten percent shareholders to file with the SEC initial reports of ownership and reports of changes in ownership of equity securities of MidSouth, and to furnish MidSouth with copies of all the reports they file. To MidSouth's knowledge, based on a review of reports furnished to MidSouth, all required reports were filed timely. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS Security Ownership of Management The following table sets forth certain information as of March 31, 1999, concerning the beneficial ownership of MidSouth's equity securities, consisting of Common Stock and Series A Convertible Preferred Stock, by each director and nominee of MidSouth, by its Chief Executive Officer and Chief Financial Officer (who are also directors), and by all directors and executive officers as a group. Unless otherwise indicated, the securities are held with sole voting and investment power. The table reflects shares of Common Stock beneficially owned, and the footnotes provide information on beneficial ownership of Preferred Stock.
Amount and Nature of Beneficial Percent Name and Address Ownership(FN1) of Class ________________ _________________ ________ Will G. Charbonnet, Sr. 91,872(FN2) 3.75% C. R. Cloutier 158,101(FN3) 6.44% James R. Davis, Jr. 60,054(FN4) 2.45% Karen L. Hail 50,665(FN5) 2.07% J. B. Hargroder, M.D. 239,387(FN6) 9.76% Clayton Paul Hilliard 103,836(FN7) 4.24% Milton B. Kidd, III, O.D. 112,098(FN8) 4.58% William M. Simmons 84,876(FN9) 3.47% All directors and executive officers 969,199 38.64% as a group (13 persons) ______________________
(FN1) Common Stock held by MidSouth's Directors' Deferred Compensation Trust (the "Trust") is beneficially owned by its Plan Administrator, MidSouth's Executive Committee, the members of which could be deemed to share beneficial ownership with respect to all Common Stock held in the Trust (154,569 shares or 6.32% as of March 31, 1999). For each director, the table includes the number of shares held for his or her account only, while the group figure includes all shares held in the Trust at March 31, 1999. 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. Shares which may be acquired on conversion of Preferred Stock or exercise of currently exercisable options are deemed outstanding for purposes of computing the percentage of outstanding Common Stock owned by persons beneficially owning such shares and by all directors and executive officers as a group but are not otherwise deemed to be outstanding. (FN2) Includes 20,030 shares as to which he shares voting and investment power, 22,022 shares held for his account in the Trust and 4,387 shares which he may acquire within 60 days pursuant to currently exercisable stock options ("Current Options"). (FN3) Includes 26,465 shares held by the ESOP for his account, 71,935 shares as to which he shares voting and investment power, 26,202 shares held for his account in the Trust, and 12,562 shares under Current Options. Mr. Cloutier's address is P. O. Box 3745, Lafayette, Louisiana 70502. (FN4) Includes 38,249 shares as to which he shares voting and investment power, 17,418 shares held for his account in the Trust, and 4,387 shares under Current Options. (FN5) Includes 19,570 shares held for her account in the ESOP, 627 shares as to which she shares voting and investment power, 17,191 shares held for her account in the Trust and 7,875 shares under Current Options. (FN6) Includes 201,977 shares as to which he shares voting and investment power, 23,673 shares held for his account in the Trust, 4,608 shares he has the right to acquire on conversion of 1,537 shares of Preferred Stock owned by him, and 4,387 shares under Current Options. Dr. Hargroder's address is P. O. Box 1049, Jennings, Louisiana 70546. (FN7) Includes 86,861 shares as to which he shares voting and investment power, 10,022 shares held for his account in the Trust, and 4,387 shares under Current Options. (FN8) Includes 40,157 shares as to which he shares voting and investment power, 6,889 shares held for his account in the Trust and 4,387 shares under Current Options. (FN9) Includes 2,348 shares as to which he shares voting and investment power 22,702 shares held for his account in the Trust, and 4,387 shares under Current Options. Security Ownership of Certain Beneficial Owners The following table sets forth certain information as of March 31, 1999, concerning the only person other than the persons listed in the table above known to MidSouth to be the beneficial owner of more than five percent of its Common Stock.
Name and Address Shares Beneficially Percent Of Beneficial Owner Owned of Class ___________________ ___________________ ________ MidSouth Bancorp, Inc., Employee Stock 248,345(FN1) 10.16% Ownership Plan, ESOP Trustees and ESOP Administrative Committee P. O. Box 3745, Lafayette, LA 70502 ____________________
The Administrative Committee directs the Trustees how to vote the approximately 19,254 unallocated shares of Common Stock in the ESOP as of March 31, 1999. Voting rights of the shares allocated to ESOP participants' accounts are passed through to them. The Trustees have investment power with respect to the ESOP's assets, but must exercise it in accordance with an investment policy established by the Administrative Committee. The Trustees are Donald R. Landry, an executive officer of MidSouth, and Earline Vincent, a Bank officer. The Administrative Committee consists of David L. Majkowski and Teri S. Stelly executive officers of MidSouth, and Dailene Melancon, a Bank officer. _____________________ EXECUTIVE COMPENSATION AND CERTAIN TRANSACTIONS Summary of Executive Compensation The following table shows all compensation awarded to, earned by or paid to MidSouth's Chief Executive Officer, C. R. Cloutier, Chief Financial Officer, Karen L. Hail and Senior Vice President, Donald R. Landry, for all services rendered by them in all capacities to MidSouth and its subsidiaries for 1998. No other executive officer of MidSouth had total annual salary and bonus exceeding $100,000 for the year.
Long-Term Compensation ________________________________________ Other All Name and Annual Restricted Securities Other Principal Salary Bonus Compen- Stock Underlying LTIP sation Position Year sation Award(s) Option(s) Payouts _________ ____ ______ ______ _______ __________ __________ _______ _______ C. R. Cloutier 1998 $156,200 $29,906 0 0 12,187 0 $ 5,321 Chief Executive 1997 $134,850 $20,023 0 0 25,312 0 $10,470 Officer 1996 $124,075 $17,586 0 0 0 0 $ 7,311 Karen L. Hail 1998 $106,250 $18,464 0 0 5,625 0 $ 3,832 Chief Financial 1997 $ 96,075 $12,738 0 0 16,875 0 $ 9,307 Officer 1996 $ 88,600 $11,104 0 0 0 0 $ 7,143 Donald R. Landry 1998 $ 85,000 $14,407 0 0 5,344 0 $ 3,703 Senior Vice Pres. 1997 $ 72,500 $ 9,871 0 0 12,656 0 $ 2,704 SeniorLoanOfficer 1996 $ 64,000 $ 7,580 0 0 0 0 $ 2,735 _______________
(FN1) Includes director fees of 14,200 and 14,250 for 1998; $14,100 and $13,950 for 1997; and $13,075 and $12,850 for 1996 for Mr. Cloutier and Ms. Hail, respectively. (FN2) Awarded pursuant to the Incentive Compensation Plan of the Bank. (FN3) Consists of an estimated $4,494, $3,173 and $2,974 contributed by MidSouth to the ESOP for the accounts of each of Mr. Cloutier, Ms. Hail, and Mr. Landry respectively, and $827, 659, and $729 paid by MidSouth in insurance premiums for term life insurance for the benefit of Mr. Cloutier, Ms. Hail and Mr. Landry, respectively. ____________________ Option Exercises and Holdings The following table sets forth information with respect to Mr. C. R. Cloutier, Ms. Hail, and Mr. Landry concerning their exercise of options during 1998 and unexercised options held as of December 31, 1998 AGGREGATED OPTION EXERCISES IN 1998 AND OPTION VALUES AS OF DECEMBER 31, 1998
No. of Number of Securities Value of Unexercised Shares Underlying Unexercised In-the-Money Options Acquired on Value Options at At Name Exercise Realized December 31, 1998 December 31, 1998 ____________ ___________ ________ ______________________ _________________________ Exercisable Unexercisable Exercisable Unexercisable C. R. Cloutier 0 0 5,062 20,250 $22,551 $ 90,214 0 0 0 12,187 0 ($ 52,345) Karen L.Hail 0 0 3,375 13,500 $15,036 $ 60,142 0 0 0 5,625 0 ($ 24,160) Donald Landry 0 0 2,531 10,125 $11,275 $ 45,107 0 0 0 5,344 0 ($ 22,952)
(FN1) Reflects the difference between the closing sale price of a share of MidSouth Common Stock on December 31, 1998, and the exercise price of the options. Stock Option Grants The following table sets forth information concerning the grant of stock options to Mr. Cloutier, Ms. Hail and Mr. Landry during 1998.
Stock Option Grants ___________________ % of Total Options No. of Shares to Underlying Employees Exercise Expiration Name Options In 1998 Price Date ____ _____________ __________ __________ __________ C. R. Cloutier 12,187 52.60% $15.42 Feb. 27, 2008 Karen L. Hail 5,625 24.30% $15.42 Feb. 27, 2008 Donald R. Landry 5,344 23.10% $15.42 Feb. 27, 2008 ___________________
The exercise price represents the fair market value of the MidSouth Common Stock on the date of grant. The options are not exercisable for one year from the date of grant and become exercisable thereafter in 20% increments each year, unless exerciseability is accelerated by the Personnel Committee or upon a change in control of MidSouth. ___________________________ Employment and Severance Contracts with Named Executive Officers Mr. Cloutier, Ms. Hail and Mr. Landry each have a written employment agreement with the Bank for a term of one year, beginning January 1st of each year. The agreements are automatically extended for one year every year thereafter beginning on the termination date, unless written notice of termination is given by any party to the agreement not later than 60 days before the termination date. Pursuant to the contract, Mr. Cloutier, Ms. Hail and Mr. Landry receive term life insurance equal to four times their annual salary payable to a beneficiary of their choice and disability insurance of not less than two-thirds of their annual salary. Mr. Cloutier's, Ms. Hail's and Mr. Landry's contracts have a severance provision which entitles them to one year's salary if the agreement is terminated by the Bank, unless they are removed by a regulatory body. Certain Transactions Directors, nominees and executive officers of MidSouth and their associates have been customers of, and have borrowed from, the Bank in the ordinary course of business, and such transactions are expected to continue in the future. In the opinion of MidSouth's management, such transactions have been on substantially the same terms, including interest rates and collateral, as those prevailing at the time of comparable transactions with other persons and did not involve more than the normal risk of collectibility or present other unfavorable features. PROPOSED AMENDMENT TO ARTICLES TO INCREASE AUTHORIZED COMMON STOCK The company's Articles, which were adopted in 1993, authorized the Board of Directors to approve the issue of up to five million shares of Common Stock. Since the adoption of the Articles, the Company has issued or reserved shares of Common Stock in connection with Convertible Preferred Stock delivered in an acquisition, stock options under the Company's Stock Incentive Plan, issuance in lieu of cash director fees, and stock dividends. As a result, 4,209,706 shares of Common Stock are currently outstanding or reserved for issuance. The proposed Amendment would increase the number of authorized shares to ten million, which should be sufficient to permit further stock dividends and the issuance of shares for other corporate purposes, such as raising capital or making acquisitions. One of the effects of the existence of authorized but unissued Common Stock may be to enable the Board to make more difficult or to discourage an attempt to obtain control of MidSouth. For example, shares of Common Stock could be sold privately to purchasers who might support the Board in a control contest or could be sold to dilute the voting or other rights of a person seeking to obtain control. In addition, although the Board will authorize the issuance of Common Stock only when it considers doing so to be in the best interest of shareholders, the issuance of additional shares may, among other things, have a dilutive effect on earnings and equity per share of Common Stock and on the voting rights of the common shareholders. The Board of Directors recommends a vote FOR the proposed Amendment. RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS MidSouth's consolidated financial statements for 1998 were audited by Deloitte & Touche, LLP, and the Board has appointed it to audit MidSouth's financial statements for 1999. 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 2000 annual meeting must forward such proposal to the Secretary of MidSouth at the address listed on the first page of this Proxy Statement in time to arrive at MidSouth before December 18, 1999. 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, 1998, 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 12, 1999 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. Proposed Amendment to Articles to Increase Authorized Common Stock ___ FOR ___ AGAINST ___ ABSTAIN 3. In their discretion, to vote upon such other business as may properly come before the meeting or any adjournment thereof. This proxy will be voted as specified. If no specific directions are given, this proxy will be voted FOR the nominees named and FOR the Amendment. Please sign exactly as name appears on the certificate or certificates representing shares to be voted by the proxy. When signing as executor, administrator, attorney, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by president or other authorized persons. If a partnership, please sign in partnership name by authorized persons. Dated:_______________________________1999 ________________________________________ Signature of Shareholder ________________________________________ Signature (if jointly owned) PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD TO THE COMPANY PROMPTLY USING THE ENCLOSED ENVELOPE. PROXY MIDSOUTH BANCORP, INC. May 12, 1999 Annual Meeting of Shareholders THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned hereby appoints Raymond F. Mikolajczyk and Janet C. Landry, or any of them, proxies of the undersigned, with full power of substitution, to represent the undersigned and to vote all of the shares of Common Stock of MidSouth Bancorp, Inc. (the "Company") that the undersigned is entitled to vote at the annual meeting of the shareholders of the Company to be held on May 12, 1999 and at any and all adjournments thereof. -----END PRIVACY-ENHANCED MESSAGE-----