Common Stock Offering Investor Presentation

C.

R.

“Rusty”

Cloutier

President

&

Chief

Executive

Officer

James R. McLemore, Jr.

Senior

Executive

Vice

President

&

Chief

Financial

Officer

December 2009

Filed

Pursuant

to

Rule

433

Issuer

Free

Writing

Prospectus

dated

December

9,

2009

Relating

to

Preliminary

Prospectus

dated

December

8,

2009

Registration

Statement

No.

333-163361

1

Cautionary Statements

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication

relates.  Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed

with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting

EDGAR on the SEC Web site at www.sec.gov.  Alternatively, the issuer, any underwriter, or any dealer participating in the offering

will arrange to send you the prospectus if you request it by calling toll-free 1-800-800-4693.  This prospectus is available at  

http://sec.gov/Archives/edgar/data/745981/000119312509249516/ds1a.htm.

Certain statements included  in this presentation, other than  statements of historical fact, are forward-looking statements (as such

item is defined in Section 27A of the Securities Act of 1933, as amended, referred to as the Securities Act, and Section 21E of the

Securities Exchange Act of 1934, as amended, referred to as the Exchange Act, and the regulations thereunder), which are intended

to be covered by the safe harbors created thereby.  The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,”

“will,” “would,” “could,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” and similar expressions are

typically used to identify forward-looking statements. These forward-looking statements include, among others, statements regarding

(1) our growth opportunities and ability to capitalize on them, (2) our ability to maintain our liquidity position, (3) our net interest

margin and (4) our ability to implement cost savings initiatives to improve efficiency.  These statements are based on assumptions

and assessments made by management in light of their experience and their perception of historical trends, current conditions,

expected future developments and other factors they believe to be appropriate. Any forward-looking statements are not guarantees

of MidSouth’s future performance and are subject to risks and uncertainties and may be affected by various factors that may cause

actual results, developments and business decisions to differ materially from those in the forward-looking statements. Some of the

factors that may cause actual results, developments and business decisions to differ materially from those contemplated by such

forward-looking statements include (i) changes in national or local economic and business conditions, including, without limitation,

changes related to the oil and gas industries, (ii) greater than expected loan losses, (iii) changes in interest rates and/or market

prices of securities and other assets, (iv) the timing and impact of potential future acquisitions, the success or failure of integrating

operations, and the ability to capitalize on growth opportunities upon entering new markets; (v) legislative and regulatory changes,

including changes in banking, securities and tax laws and regulations and their application by our regulators, and (vi) and the risk

factors discussed under the heading “Risk Factors” in the prospectus.

MidSouth can give no assurance that any of the events anticipated by the forward-looking statements will occur or, if any of them

does, what impact they will have on MidSouth’s results of operations and financial condition. MidSouth disclaims any intent or

obligation to publicly update or revise any forward-looking statements, regardless of whether new information becomes available,

future developments occur or otherwise.

This presentation also includes non-GAAP financial measures determined by methods other than in accordance with generally

accepted

accounting

principles

(“GAAP”).

Such

non-GAAP

financial

measures

include

(1)

the

ratio

of

tangible

common

equity

to

tangible assets, (2) tangible book value per share, and (3) pre-tax pre-provision numbers.  The most comparable GAAP measures

to these measures are the ratio of equity to total assets, book value per share, and net income, respectively.

We use these non-GAAP financial measures because we believe they are useful for evaluating our financial condition, operations

and

performance

over

periods

of

time,

as

well

as

in

managing

and

evaluating

our

business

and

in

discussions

about

our

operations and performance.  We also believe these non-GAAP financial measures provides users of our financial information with

a meaningful measure for assessing our financial condition, financial results and credit trends, as well as comparison to financial

results for prior periods.  These disclosures should not be viewed as a substitute for results determined in accordance with GAAP,

and are not necessarily comparable to non-GAAP performance measures that other companies may use.  For a reconciliation of

these non-GAAP financial measures to the most comparable GAAP measure, please see the page 20 of this presentation.

2

Non-GAAP Financial Measures

Offering Summary

3

Issuer

MidSouth Bancorp, Inc (NYSE Amex:  MSL)

Type of Security

Common stock

Transaction Size

$30 million

Over-Allotment Option

15%

Share Price

$13.60 (as of 12/7/09)

Pre-Offering Market Capitalization

$90.0 million (as of 12/7/09)

Pre-Offering Shares Outstanding

6,618,268 common shares (as of 9/30/09)

Use of Proceeds

Opportunistic acquisitions, organic growth

and general corporate purposes

Sole Book Running Manager

Howe Barnes Hoefer & Arnett

Co-Managers

Sterne Agee and FIG Partners

Company Profile -

Healthy Markets with Growth Opportunities

4

Headquarters

Lafayette, Louisiana

Founded

1985

Total assets (9/30/09)

$947.8 million

Shareholders’

equity (9/30/09)

$97.4 million

Offices

35

Average daily trading volume

7,585 shares*

Insider ownership

32.6%*

Institutional ownership

9.2%*

*Source: SNL Financial LC

Market Employment More Robust Than National Levels

Market Employment

Unemployment rates

significantly below national

averages

Recovery in Louisiana

employment expected in

2010

Significant employment in

the oil and gas industry

Technology and research

industries supported by

major universities in local

markets

5

Source: Bureau of Labor Statistics (as of 9/09)

U.S. Unemployment Rate (9.8%)

5.9

7.6

7.5

7.2

6.4

8.3

8.6

6.8

5.2

4.9

10.8

7.9

11.1

6.2

8.5

4.0

5.0

6.0

7.0

8.0

9.0

10.0

11.0

12.0

Offering Rationale

6

Take advantage of strategic and organic growth opportunities

Opportunistic FDIC assisted acquisitions both in our current market area and

throughout the southern U.S.

Organic growth opportunities created from weakened competitors

Selective acquisitions of other banks and bank branches

Support balance sheet growth

No immediate plans to repay TARP

Will reduce TARP warrants by half if closed by December 31, 2009

Further strengthens capital ratios

Strong current ratios (7.33% TCE / 15.87% total risk based)

Robust pro forma capital levels (10.03% TCE / 19.93% total risk based)*

*Assumes $28.2 million of net proceeds

Strategic Growth Opportunities

Strategic

Opportunities

Near term focus: FDIC

assisted acquisitions

throughout the southern

U.S.

Long term focus:

Consolidation of numerous

smaller banks and thrifts

7

*Banks and thrifts under $1 billion in assets headquartered in Georgia, Louisiana and Texas

Source: SNL Financial, LC

Distressed Opportunities

(NPA’s / assets over 5.00% at 9/30/2009)*

Other Potential Opportunities*

21

9

567

145

170

120

Organic Growth Opportunities

Organic Growth

Ability to grow significantly

in current markets with

limited additional branching

Some competitors are

weakened and are

encouraging customers to

leave

Dislocated bankers provide

attractive hiring

opportunities

Opportunity to de novo into

new markets

Market area had $138.0

billion of deposits at

6/30/09

8

Deposits

Market

Market

# of

in Market

Share

Rank

Institution (State)

Branches

($MM's)

%

1

JPMorgan Chase & Co. (NY)

279

44,525

$  

32.3%

2

Wells Fargo & Co. (CA)

202

16,910

12.3%

3

Bank of America Corp. (NC)

102

10,446

7.6%

4

Banco Bilbao Vizcaya Argentaria SA (Spain)

87

7,466

5.4%

5

Capital One Financial Corp. (VA)

113

7,182

5.2%

6

Zions Bancorp. (UT)

64

7,013

5.1%

7

Sterling Bancshares Inc. (TX)

38

3,324

2.4%

8

Regions Financial Corp. (AL)

58

3,024

2.2%

9

Whitney Holding Corp. (LA)

49

2,628

1.9%

10

Woodforest Financial Group Inc. (TX)

97

2,281

1.7%

11

Prosperity Bancshares Inc. (TX)

39

2,080

1.5%

12

IBERIABANK Corp. (LA)

22

2,016

1.5%

13

Cullen/Frost Bankers Inc. (TX)

20

1,681

1.2%

14

Comerica Inc. (TX)

28

1,237

0.9%

15

BOK Financial Corp. (OK)

12

1,066

0.8%

16

Hancock Holding Co. (MS)

21

1,013

0.7%

17

Citigroup Inc. (NY)

15

953

0.7%

18

CBFH Inc. (TX)

18

935

0.7%

19

Encore Bancshares Inc. (TX)

12

926

0.7%

20

MetroCorp Bancshares Inc. (TX)

8

771

0.6%

21

MidSouth Bancorp Inc. (LA)

35

768

0.6%

22

Teche Holding Co. (LA)

19

610

0.4%

23

Patriot Bancshares Inc. (TX)

5

601

0.4%

24

TCB Holding Co. (TX)

6

511

0.4%

25

Trustmark Corp. (MS)

13

480

0.3%

Grand total

1,871

137,963

$

*Deposit information is as of 6/30/09; Ownership information is as of 12/9/09; Source: SNL Financial LC;

Market area includes the following counties / parishes: Brazos, TX; Calcasieu, LA; East Baton Rouge, LA; Harris, TX; Iberia, LA; Jefferson Davis, LA; Jefferson, TX; Lafayette,

LA; Lafourche, LA; Montgomery, TX; Orange, TX; St. Landry, LA; St. Martin, LA; St. Mary, LA; Terrebonne, LA

Strong Capital Levels & Growth Potential

Capital Levels

Conservative philosophy -

avoided over-leveraging

capital

Strong capital ratios

Offering will more than

double MidSouth’s growth

capacity**

9

*Assumes $28.2 million of net proceeds

** Growth in risk weighted assets possible while maintaining a 12% total capital ratio

Strong Capital Ratios

7.33%

10.62%

14.65%

15.87%

10.03%

13.28%

18.72%

19.93%

0%

2%

4%

6%

8%

10%

12%

14%

16%

18%

20%

Tangible common

equity / tangible assets

Leverage ratio

Tier 1 risk based ratio

Total risk based ratio

9/30/09

As Adjusted*

10

Business Strategy

Disciplined operating philosophy

Focused on profitable operating results

Attractive and stable funding

Predominantly funded with low cost core deposits -

no brokered CDs

Strong capital position

Consistent with conservative approach to balance sheet management

Robust risk management

Dedicated Risk Management Group of experienced audit and legal professionals

Conservative balance sheet management

Low loan-to-deposit ratio and access to significant off-balance sheet liquidity

Care for customers

Superior customer satisfaction, based an average rating of 98% over ten years

Liquidity

Strong liquidity

position

Continued core

deposit growth

Opportunity to grow

loan portfolio

11

Conservative Balance Sheet Management

$442.8

$499.0

$569.5

$609.0

$588.6

$624.9

$716.2

$733.5

$766.7

$772.1

76.2%

79.4%

77.6%

69.7%

70.9%

$300.0

$400.0

$500.0

$600.0

$700.0

$800.0

2005

2006

2007

2008

9/30/09

50.0%

55.0%

60.0%

65.0%

70.0%

75.0%

80.0%

85.0%

Loans ($ millions)

Deposits ($ millions)

Loan-to-deposit ratio

Diversified Loan Portfolio

Loan Mix as of  9/30/09

Diversified loan portfolio

Focus on C&I and owner occupied

commercial real estate

Loans underwritten primarily on

cash flows versus collateral

valuations

Land & lot development loans are

only 3% of total portfolio

Limited construction exposure, most

of which is to fund commercial

projects

70% of CRE is owner-occupied

Over half of consumer real estate

loans are first mortgages

No sub-prime lending

12

Consumer

14%

Other

1%

Commercial

real estate

30%

Commercial &

industrial

34%

Other real

estate

21%

Commercial Real Estate (CRE)

13

Other Real Estate

Real Estate Loan Composition

Non-owner

occupied

$53.2 million

30.0% of CRE

Owner occupied

$123.6 million

70.0% of CRE

1-4 Family Homes

$71.0 million

56.9% of Other RE

Multi-family

$13.4 million

10.7% of Other RE

Farmland

$3.0 million

2.4% of Other RE

Construction

$37.4 million

30.0% of Other RE

Strong Asset Quality

Asset Quality

Manageable level of

non-performing

assets at 9/30/09

81% of nonaccrual

loans at 9/30/09 were

in the Baton Rouge

market

Most of non-

performing assets

are outside core C&I

and owner occupied

CRE portfolios

Reserves / loans of

1.36% at 9/30/09

14

$10.4

$11.0

$18.1

$17.5

$18.0

1.13%

1.17%

1.96%

1.89%

1.90%

$0.0

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

$14.0

$16.0

$18.0

$20.0

3Q08

4Q08

1Q09

2Q09

3Q09

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

1.60%

1.80%

2.00%

NPA's

NPA's / assets

Attractive Core Deposit Mix

Deposit Mix

Low priced and

stable core funding

drives profitability

and a strong net

interest margin

Checking accounts

make up 46.2% of

total deposits

Non-time deposits

make up 81.6% of

deposits

No brokered CDs

No FHLB borrowings

15

Time deposits

18.4%

Interest

bearing

checking

22.7%

Non-interest

bearing

23.5%

Money market

& savings

35.4%

Net Interest

Margin

Strong historical net

interest margin

Driven by attractive

deposit mix

Active management of

loan and deposit

pricing

Balanced interest rate

sensitivity

Net Interest Margin

16

7.82%

8.67%

8.95%

7.91%

6.97%

2.21%

3.19%

3.35%

2.32%

1.45%

4.96%

4.93%

5.10%

4.90%

4.96%

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

7.00%

8.00%

9.00%

2005

2006

2007

2008

YTD 9/30/09

Yield on loans

Cost of interest bearing deposits

Net interest margin

Operating

Performance

History of double digit

ROE and 100bps +

ROA

Profitable in each

quarter of 2008 and

2009

Recent results

impacted by provisions

and FDIC expenses

Annualized pre-tax pre

provision income

similar to 2008 levels

Operating Performance

17

Pre-tax Pre-Provision Income

($ millions)

$10.7

$11.8

$12.2

$10.5

$10.2

$0.0

$2.0

$4.0

$6.0

$8.0

$10.0

$12.0

$14.0

2005

2006

2007

2008

YTD 9/30/09

(annualized)

1.13%

1.08%

1.06%

0.60%

0.37%

14.24%

14.68%

13.83%

7.79%

3.54%

0.00%

0.20%

0.40%

0.60%

0.80%

1.00%

1.20%

1.40%

2005

2006

2007

2008

YTD 9/30/09

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

14.00%

16.00%

Return on average assets

Return on average equity

Focus on Shareholder Value

18

Shareholder

focus

Focus on increasing

long term earnings per

share and tangible

book value per share

Current dividend of

$0.07 per quarter /

$0.28 per year

53 quarters of

consecutive dividend

payments

Insider ownership of

32.6%

$6.61

$7.60

$8.93

$9.59

$10.39

$1.10

$1.24

$1.32

$0.83

$0.38

$0.00

$2.00

$4.00

$6.00

$8.00

$10.00

$12.00

2005

2006

2007

2008

YTD 9/30/09

$0.00

$0.20

$0.40

$0.60

$0.80

$1.00

$1.20

$1.40

$1.60

Tangible book value per share

Earnings per share

Investment Considerations

Positioned to be a successful consolidator

Healthy markets with significant growth opportunities

Conservative operating philosophy

Continued growth in core deposit base

Diversified loan portfolio with limited construction exposure

C&I and owner-occupied commercial real estate lending focus

Experienced management team

Strong pro forma capital position

19

20

Non-GAAP Reconciliation

As of and for

the nine months

As of and for the year ended December 31,

ended

As

2005

2006

2007

2008

9/30/09

Adjusted

Book value per common share

8.18

$      

9.12

$     

10.41

$   

11.04

$   

11.83

$        

Effect of intangible assets per share

1.57

1.52

1.48

1.45

1.44

     Tangible book value per common share

6.61

$      

7.60

$     

8.93

$     

9.59

$     

10.39

$        

Equity to total assets at period end

7.61

%

7.42

%

8.02

%

7.80

%

10.28

%

12.87

%

Effect of intangible assets

1.38

1.16

1.07

0.96

0.91

0.85

     Tangible equity to tangible assets at period end

6.23

%

6.26

%

6.95

%

6.84

%

9.37

%

12.02

%

Effect of preferred equity

-

-

-

-

2.04

1.99

Tangible common equity to tangible assets at period end

6.23

%

6.26

%

6.95

%

6.84

%

7.33

%

10.03

%

(in $ millions)

Earnings before income taxes

9.7

$        

10.9

$     

11.1

$     

6.0

$       

3.5

$            

Provision for loan losses

1.0

0.9

1.2

4.6

4.1

     Pre-tax pre-provision income

10.7

$      

11.8

$     

12.2

$     

10.5

$     

7.6

$            

     Annualized

10.2

$         

Common Stock Offering Investor Presentation

C. R. “Rusty”

Cloutier

President

& Chief Executive Officer

James R. McLemore, Jr.

Senior Executive Vice President & Chief Financial Officer

December 2009