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
[X ] Definitive Proxy Statement of Commission Only
[ ] Definitive Additional Materials (as permitted by
[ ] Soliciting Material Pursuant to Rule 14a-6(e)(2))
part 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):
[ ] $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:
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5) Total Fee Paid:
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[ ] 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:
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__________________________
4) Date Filed:
__________________________
MIDSOUTH BANCORP, INC.
102 Versailles Boulevard
Versailles Centre
Lafayette, Louisiana 70501
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Lafayette, Louisiana
April 12, 2002
The annual meeting of shareholders of MidSouth
Bancorp, Inc. ("MidSouth") will be held on Tuesday, May 21,
2002, at 4:00 p.m., local time, at Bayou Oaks, 629 E. Admiral
Doyle Dr., New Iberia, Louisiana, to elect directors 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 April 4, 2002, 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 Tuesday, May 21,
2002, 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, 2002.
Only holders of record of MidSouth common stock
("Common Stock") at the close of business on April 4, 2002,
are entitled to notice of and to vote at the Meeting. On that
date, MidSouth had outstanding 2,901,142 shares of Common
Stock.
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; with respect to any
other proposal that may properly come 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 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. 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.
2
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.
Additionally, Stephen C. May, who has served as a director
on the Bank's Board, will be a nominee as a Class II Director
until the second succeeding annual meeting when Class II
Directors are up for re-election.
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
directors and the one Class II 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 10,
2001, 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; 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.
3
The following table sets forth certain information
as of March 31, 2002, 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 at least the
past five years. The Board recommends a vote FOR each of the
four nominees named below.
Director Nominees for terms to expire in 2005 (Class III Directors)
Year First
Name Age Principal Occupation Became Director
____ ___ ____________________ _______________
James R. Davis, Jr. 49 President, Davis/Wade Financial Services, LLC 1991
Karen L. Hail 48 Chief Financial Officer and Secretary, MidSouth 1988
Milton B. Kidd, III, O.D. 53 Optometrist, Kidd Vision Centers 1996
Director Nominee for term to expire in 2004 (Class II Director)
Year First
Name Age Principal Occupation Became Director
____ ___ ____________________ _______________
Stephen C. May 53 Majority owner of Atlanta Publishing, LLC _____(FN1)
(2000-Present); Investor and business consultant
(1999-Present); Former majority owner,
President and Publisher of The Times Publishing
Group, Inc. (1980-1999)
Directors whose terms expire in 2003 (Class I Directors)
Year First
Name Age Principal Occupation Became Director
____ ___ ____________________ _______________
C. R. Cloutier 55 President and C.E.O., MidSouth and MidSouth 1984
Bank (the "Bank"), MidSouth's wholly-owned
subsidiary
J. B. Hargroder, M.D. 71 Physician, retired 1984
William M. Simmons 68 Private Investments 1984
Directors whose terms expire in 2004 (Class II Directors)
Year First
Name Age Principal Occupation Became Director
____ ___ ____________________ _______________
Will G. Charbonnet, Sr. 54 Private Investments; Chairman of the Board, 1984
MidSouth and the Bank; Until 1999 President-
Owner of Acadiana Fast Foods, Inc.
Clayton Paul Hilliard 76 President, Badger Oil Corporation. 1985
Mr. May has served on the Board of the Bank since January 2000.
During 2001, the Board held twelve meetings.
Each incumbent director attended at least 75% of the
aggregate number of meetings held during 2001 of the
Board and committees of which he or she was a
member.
The Board has an Audit Committee, an Executive
Committee, and a Personnel Committee.
The members of the Audit Committee are Messrs.
Davis, Charbonnet, Hilliard and Kidd. The Committee,
which held five meetings in 2001, is responsible for assisting
the Board in monitoring the integrity of MidSouth's financial
statements, compliance with legal and regulatory
requirements and the independence and performance of
MidSouth's internal and external auditors.
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 considers nominees who are proposed by
shareholders in accordance with the procedures, described
above, in MidSouth's Articles. The Committee met twelve
times in 2001.
The members of the Personnel Committee are Messrs.
Charbonnet, Davis, Hargroder, Hilliard, Kidd, Simmons and
May. The Committee, which met three times in 2001, 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 $100 per month for service
on the MidSouth Board and $200 for service on the Bank
Board. The Chairman of the Board receives an additional
$750 per month and the Vice Chairman receives an additional
$350 per month. Each director also receives $350 for each
regular meeting, and $125 for each special meeting, of the
Board of the Bank and $150 for the first hour, and $75 per
hour for each additional hour, of each committee meeting.
Directors receive meeting 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, the fair
market value on the date of grant, exercisable in annual 20%
increments beginning one year from the date of grant.
The Securities and Exchange Act of 1934 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,
except that Mr. May, a director of the Bank, filed a late Form
4.
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
Security Ownership of Management
The following table sets forth certain information as
of March 31, 2002, concerning the beneficial ownership of
MidSouth's equity securities, consisting of Common Stock,
by each director and nominee of MidSouth, by each executive
officer named in the Summary of Executive Compensation
Table below, and by all directors and executive officers as a
group. Unless otherwise indicated, the securities are held
with sole voting and investment power.
Amount and Nature
of Beneficial Percent
Name and Address Ownership (FN1) of Class
________________ _________________ ________
Will G. Charbonnet, Sr. 97,561(FN2) 3.35%
C. R. Cloutier 199,251(FN3) 6.79%
James R. Davis, Jr. 67,667(FN4) 2.32%
Karen L. Hail 69,131(FN5) 2.37%
J. B. Hargroder, M.D. 252,403(FN6) 8.67%
Clayton Paul Hilliard 118,809(FN7) 4.08%
Milton B. Kidd, III, O.D. 120,616(FN8) 4.14%
Stephen C. May 70,000 2.41%
William M. Simmons 101,051(FN9) 3.47%
Donald R. Landry 44,843(FN10) 1.54%
All directors and executive
officers as a group (14 persons) 1,184,663 38.86%
_______________
(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 (166,069 shares or
5.72% as of March 31, 2002). 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, 2002. Common Stock held by
MidSouth's Employee 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 by
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 21,830 shares as to which he shares voting and
investment power, 23,430 shares held for his account in
the Trust and 10,968 shares which he may acquire within
60 days pursuant to currently exercisable stock options
("Current Options").
(FN3)Includes 31,401 shares held by the ESOP for his account,
78,789 shares as to which he shares voting and investment
power, 28,404 shares held for his account in the Trust, and
35,062 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, 18,531 shares held for his account in
the Trust, and 10,968 shares under Current Options.
(FN5)Includes 23,165 shares held for her account in the ESOP,
627 shares as to which she shares voting and investment
power, 18,299 shares held for her account in the Trust and
21,375 shares under Current Options.
(FN6)Includes 209,517 shares as to which he shares voting and
investment power, 25,187 shares held for his account in
the Trust, and 10,968 shares under Current Options. Dr.
Hargroder's address is P. O. Box 1049, Jennings, Louisiana 70546.
(FN7)Includes 87,261 shares as to which he shares voting and
investment power, 10,662 shares held for his account in
the Trust, and 10,968 shares under Current Options.
(FN8)Includes 8,415 shares held for his account in the Trust and
10,968 shares under Current Options.
(FN9)Includes 2,798 shares as to which he shares voting and
investment power 24,151 shares held for his account in
the Trust, and 10,968 shares under Current Options.
(FN10) Includes 17,716 shares as to which he shares voting and
investment power 10,196 shares held for his account in
the ESOP, and 16,931 shares under Current Options.
_______________________
Security Ownership of Certain Beneficial Owners
The following table sets forth certain information as
of March 31, 2002, concerning the only person other than the
persons listed in the table above and in note on page 6 thereto
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 290,650(FN1> 10.02%
Ownership Plan, ESOP Trustees and
ESOP Administrative Committee
P. O. Box 3745, Lafayette, LA 70502
____________________
(FN1) The Administrative Committee directs the Trustees how
to vote the approximately 18,202 unallocated shares of
Common Stock in the ESOP as of March 31, 2002.
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, Earline Vincent, a Bank officer, and Brenda
Jordan, a Bank employee. 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 the Named Executive Officers for all
services rendered by them in all capacities to MidSouth and
its subsidiaries for 2001. No other executive officer of
MidSouth had total annual salary and bonus exceeding
$100,000 for the year.
__________Long-Term Compensation___________
Other
Name and Annual Restricted Securities All Other
Principal Compen- Stock Underlying LTIP Compen-
Position Year Salary (FN1) Bonus(FN2) sation Awards(s) Option(s) Payouts sation(FN3)
_________ ____ ____________ __________ ______ _________ __________ _______ ___________
C. R. Cloutier 2001 $198,842 $42,391 0 0 0 0 $ 7,572
President & Chief 2000 $184,657 $38,539 0 0 0 0 $ 5,929
Executive Officer 1999 $174,158 $35,525 0 0 0 0 $ 5,828
Karen L. Hail 2001 $136,765 $25,429 0 0 0 0 $ 5,576
Senior Exec VP & 2000 $125,765 $23,123 0 0 0 0 $ 4,459
Chief Oper. Off. 1999 $116,650 $21,315 0 0 0 0 $ 4,389
Donald R. Landry 2001 $101,708 $20,259 0 0 0 0 $ 5,747
Exec. VP & Chief 2000 $ 94,813 $25,184 0 0 0 0 $ 4,838
Lending Officer 1999 $ 90,271 $23,822 0 0 0 0 $ 4,498
_______________
(FN1)Includes director fees of $25,300 and $26,425 for 2001;
$21,975 and $23,925 for 2000; $19,700 and $18,900 for
1999 for Mr. Cloutier and Ms. Hail, respectively.
(FN2)Awarded pursuant to the Incentive Compensation Plan of
the Bank.
(FN3)Consists of $6,187, $4,917 and $4,666 contributed by
MidSouth to the ESOP for the accounts of each of Mr.
Cloutier, Ms. Hail and Mr. Landry respectively, and
$1,387, $659, and $1,081 paid by MidSouth in insurance
premiums for term life insurance for the benefit of Mr.
Cloutier, Ms. Hail and Mr. Landry, respectively.
_____________________
Option Holdings
The following table sets forth information with
respect to Mr. C. R. Cloutier, Ms. Hail, and Mr. Landry
concerning unexercised options held as of December 31,
2001. No options were exercised by any of the Named
Executive Officers in 2001.
OPTION VALUES AS OF DECEMBER 31, 2001
Number of Securities Value of Unexercised
Underlying Unexercised In-the-Money Options
Options at At
Name December 31, 2001 December 31, 2001 (FN1)
___________________________ ____________________________
Exercisable Unexercisable Exercisable Unexercisable
C. R. Cloutier 27,563 9,937 $ 99,832 $ 24,955
Karen L. Hail 16,875 5,625 $ 66,555 $ 16,639
Donald Landry 13,331 4,669 $ 49,916 $ 12,478
_________________________
(FN1) Reflects the difference between the closing sale price of a share
of MidSouth Common Stock on December 31, 2001, and the exercise
price of the options.
_________________________
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 collectability or
present other unfavorable features.
RELATIONSHIP WITH INDEPENDENT
PUBLIC ACCOUNTANTS
MidSouth's consolidated financial statements for
2001 were audited by Deloitte & Touche', LLP, and the Board
has appointed it to audit MidSouth's financial statements for
2002. Representatives of Deloitte & Touche', LLP are not
expected to be present at the Meeting.
MidSouth billings from Deloitte & Touche', LLP
totaled $65,600 for audit of the MidSouth's 2001 annual
financial statements and the review of its financial statements
included in MidSouth's 10QSB filings for 2001. All services
rendered to MidSouth by Deloitte & Touche' , LLP in 2001
were audit-related services. No consulting fees were paid by
MidSouth to Deloitte & Touche', LLP in 2001.
AUDIT COMMITTEE REPORT
The Audit Committee of our Board of Directors is
composed of four non-employee directors. The Board has
made a determination that the members of the Committee
satisfy the requirements of the American Stock Exchange as
to independence, financial literacy and experience. The
responsibilities of the Committee are set forth in the Charter
of the Audit Committee, which was adopted by the Board of
Directors on May 10, 2000.
The Committee reviewed and discussed the audited
financial statements with our management including a
discussion of the quality of the accounting principles, the
reasonableness of significant judgements and the clarity of
disclosures in the financial statements. The Committee also
discussed with the independent auditors the matters required
to be discussed by SAS 61 (Codification of Statements on
Auditing Standards, AU Section 380). The Committee also
received the written disclosures and the letter from the
independent auditors required by Independent Standards
Board Standard No. 1 (Independent Standards Board Standard
No. 1, Independence Discussions with Audit Committees),
has discussed with the independent auditors the independent
auditors' independence and has considered the compatibility
of non-audit services with the auditors' independence.
The Committee discussed with the Company's
internal and independent auditors the overall scope and plans
for their respective audits. The Committee met with the
internal and independent auditors, with and without
management present, to discuss the results of their
examinations, their evaluations of the Company's internal
controls, and the overall quality of the Company's financial
reporting.
Based on the reviews and discussions referred to
above, the Committee recommended to the Board that the
audited financial statements be included in our Annual Report
on Form 10-K for the last fiscal year for filing with the SEC.
By the members of the Audit Committee:
James R. Davis
Will G. Charbonnet
C. P. Hilliard
Milton B. Kidd, III, O.D.
SHAREHOLDER PROPOSALS
Eligible shareholders who desire to present a proposal
qualified for inclusion in the proxy materials relating to the
2003 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 8, 2002.
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, 2001,
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, 2002
1. Election of Class III Directors
Nominees: James R. Davis, Jr.
Karen L. Hail
Milton B. Kidd, III, O.D.
Election of Class II Director
Nominee: Stephen C. May
___ 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.
This proxy will be voted as specified.
If no specific directions are given,
this proxy will be voted FOR the
nominees named.
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:_____________________________2002
_____________________________________
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 21, 2002
Annual Meeting of Shareholders
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Raymond F. Mikolajczyk and Sammy Baudoin,
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 21, 2002 and at any and all adjournments thereof.