8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 24, 2006

MidSouth Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Louisiana	1-11826	72-1020809
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

102 Versailles Boulevard, Lafayette, Louisiana	70501
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 337-237-8343

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

     Effective as of April 24, 2006, MidSouth Bancorp, Inc. (“MidSouth”) entered into an employment agreement with J. Eustis Corrigan, Jr., a copy of which is filed as Exhibit 10.1 to this Report. Under the agreement, Mr. Corrigan serves as Executive Vice President and Chief Financial Officer of MidSouth Bancorp, Inc. and its subsidiaries. Under the terms of the agreement, Mr. Corrigan will be employed under a rolling annual agreement. Should the Company have a change in control within the first five years of employment and the employment relationship is severed, Mr. Corrigan will receive twenty-four months salary continuation. Mr. Corrigan will receive as compensation a base salary plus quarterly incentive pay based on the Company’s performance. Provided that his performance is acceptable, Mr. Corrigan’s base salary will increase annually by at least $10,000.

     Upon signing the agreement, Mr. Corrigan became entitled to receive options to purchase 15,000 shares of MidSouth’s Common Stock, pursuant to MidSouth’s Option Plan. The options carry a five year vesting period and a ten year term. Also, the Company will provide Mr. Corrigan with other benefits, including insurance coverage, in accordance with the standard benefits package available to senior management.

TABLE OF CONTENTS

Item 5.02 Appointment of Principal Officer.

     On May 1, 2006, MidSouth announced the appointment of J. Eustis Corrigan, Jr. as Executive Vice President and Chief Financial Officer of MidSouth and its subsidiaries effective as of June 12, 2006. Prior to joining MidSouth, Mr. Corrigan, age 41, served as a tax services partner with KPMG LLP, which he joined in December 1991. Prior to KPMG, he was a tax senior with Arthur Anderson & Co. At KPMG, he had client and business development responsibilities in various markets throughout the Southwest and Southeast for numerous financial institutions and financial services companies. He will oversee MidSouth’s finance, accounting, tax and treasury functions, as well as asset/liability management, profitability and budgeting. Additionally, he will assist MidSouth’s President and Chief Executive Officer, C. R. Rusty Cloutier, in market strategies, analysis and market presentations to the investment community.

     On April 24, 2006, MidSouth entered into an employment agreement with Mr. Corrigan, the material terms of which are described in Item 1.01 of this Report.

Item 7.01. Regulation FD Disclosure.

     On May 1, 2006, MidSouth issued a press release, a copy of which has been furnished as Exhibit 99.1 to this Report.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number		Description of Exhibit
	10.1	Employment Agreement dated April 24, 2006
	99.1	Press Release dated May 1, 2006

Signature

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 20, 2006

/s/ C. R. Cloutier  

C. R. Cloutier 

President and Chief Executive Officer 

EX-10.1

Exhibit 10.1

April 24, 2006

Mr. J. Eustis Corrigan, Jr.
21 Stratton Lane
San Antonio, TX 78257

Re: MidSouth Bank N.A. Employment Terms

Dear Mr. Corrigan:

     This letter will confirm your acceptance of employment at MidSouth Bancorp/MidSouth Bank N.A., Lafayette, Louisiana, as Executive Vice President-Chief Financial Officer. Your beginning date is prior to June 30, 2006. This letter will outline the major terms of your employment and compensation package while employed at MidSouth.

     You will be employed under a rolling annual agreement. Should MidSouth Bancorp have a change in control in your first five years of employment and your employment relationship is severed, you will receive twenty four months salary continuation.

     As an incentive for you accepting employment, MidSouth has agreed to advance you special items of compensation during your initial months of employment. However, in order to fully earn these items, you must remain with MidSouth for at least three years. This minimum term for earning these items does not create a fixed term of employment. You will earn these items at the rate of one-third per year worked, and will owe the bank for that portion not earned should you leave prior to three years.

     Those items that will take three years to earn are:

• $10,000 signing bonus

• Moving expenses to move you from Texas to Lafayette, Louisiana. MidSouth will require at least three bids from three moving companies before you incur any moving expenses.

The initial terms of your compensation package with MidSouth are as follows:

• You will receive a salary of $165,000 per year. You will receive an increase in annual salary of at least $10,000 effective January 2, 2007 if performance is acceptable.

• You will participate in MidSouth Phantom Stock Program with 30,000 fictitious shares. This program pays out quarterly based on the bank’s performance.

• You will participate in MidSouth’s Stock Option program. 15,000 options will be granted with a five year vesting period and ten year term.

• You will be reimbursed initiation fees and monthly dues for one country club membership or one health club membership.

• You will be reimbursed for COBRA premiums until your effective date on MidSouth’s group insurance.

• You will also receive other standard benefits available to bank employees in equivalent positions to yours, according to established MidSouth Bank policy.

     Please review this letter carefully, and if it accurately reflects your understanding of our agreement with regard to your employment, sign and date the enclosed copy of this letter, returning it to me in the enclosed, self-addressed envelope.

     With kind regards, I am

Very truly yours,
 

/s/ C. R. Cloutier  

Rusty Cloutier 

President and Chief Executive Officer 

Accepted:	/s/ J. Eustin Corrigan, Jr.
	J. Eustis Corrigan, Jr.

Date: 4/24/06

EX-99.1

Exhibit 99.1

MidSouth Bancorp Announces New CFO to Bolster Executive Team

PR Newswire

Monday, May 01, 2006

LAFAYETTE, La., May 1, 2006 /PRNewswire-FirstCall via COMTEX/ — MidSouth Bancorp, Inc. (Amex: MSL), a community banking organization and the parent company of MidSouth Bank, N.A. and Lamar Bank, announced today the appointment of J. Eustis Corrigan, Jr. as Executive Vice President and Chief Financial Officer of MidSouth Bancorp and its subsidiaries. His appointment becomes effective at a date to be determined but no later than June 30, 2006.

Mr. Corrigan, 41, brings with him an extensive accounting, tax and business background having served as a tax services partner with KPMG LLP, which he joined in December 1991. Prior to KPMG he was a tax senior with Arthur Andersen & Co. At KPMG he had client and business development responsibilities in various markets throughout the Southwest and Southeast for numerous financial institutions and financial services companies. He will oversee MidSouth’s finance, accounting, tax and treasury functions as well as asset/liability management, and profitability and budgeting. Additionally, he will assist President & CEO, C. R. “Rusty” Cloutier in market strategies, analysis and market presentations to the investment community.

As stated by Mr. Cloutier, “We at MidSouth are pleased to have Eustis join us as we continue to expand at a very fast pace in both Louisiana and Texas. He will serve a vital role in improving our management team, enabling me, Karen Hail, Donnie Landry and Dwight Utz to be out and about in the markets where we are needed to help implement our plan. As the third to largest publicly traded bank in Louisiana, we knew we needed someone with Eustis’ experience to help take us to the next level.”

Having served in the capacity of Chief Financial Officer for both the holding company and MidSouth Bank, Teri S. Stelly will continue to serve in her capacity as Comptroller of the bank. Karen L. Hail, Senior Executive Vice President will be devoting more of her time to developing the markets currently served by MidSouth in addition to the new locations on the drawing board in both Louisiana and Texas.

Mr. Corrigan received his bachelor’s degree in Accounting from Louisiana State University in Baton Rouge. He is a certified public accountant in the state of Louisiana and a member of the American Institute of Certified Public Accountants and the Louisiana Society of Certified Public Accountants. Mr. Corrigan, his wife Edie and their four children will relocate to Lafayette, Louisiana from San Antonio, Texas.

SOURCE MidSouth Bancorp, Inc.

C. R. Rusty Cloutier, President & CEO of MidSouth Bancorp, Inc., +1-337-267-4201, or +1-337-962-9900