~~-6-~~

Shareholder Communications. Shareholders may communicate directly with the Board or the individual chairmen of committees by writing directly to them at P. O. Box 3745, Lafayette, LA 70502. We will forward, and not screen, any mail we receive that is directed to an individual, unless we believe the communication may pose a security risk.

Code of Ethics. The Board has adopted a Code of Ethics for our directors, officers and employees to promote honest and ethical conduct, full and accurate reporting, and compliance with laws as well as other matters. A copy of the Code of Ethics is posted on the Corporate Relations page of our website at www.midsouthbank.com.~~www.midsouthbank.com.~~

The Board has an Audit Committee, an Executive Committee, a Personnel Committee, and a Corporate Governance and Nominating Committee.

The Audit Committee members are Messrs. Davis, Charbonnet, Hilliard, and Kidd and ~~May and~~ held ~~eleven~~ten meetings in ~~2006.~~2008. It is responsible for carrying out the Audit Committee Charter. The Executive Committee members are Messrs. Charbonnet, Cloutier, Hargroder, Pumpelly, and Tortorice and met ~~twelve~~ten times in ~~2006.~~2008. Its duties include shareholder relations, Bank examination and Securities and Exchange Commission (“SEC”) reporting. The Personnel Committee members are Messrs. Charbonnet, Davis, Hargroder, and Tortorice and met ~~six~~four times in ~~2006.~~2008. It is responsible for evaluating the performance and setting/approving the compensation of our executive officers and administering our 2007 Omnibus Incentive Compensation Plan. The Corporate Governance and Nominating Committee members are Messrs. Charbonnet, Hargroder, Hilliard and Simmons and met ~~twice~~once in ~~2006.~~2008. It helps the Board to make determinations of director independence, assess overall and individual Board performance and recommend director candidates, including recommendations submitted by shareholders.

-7-

It is the Corporate Governance and Nominating Committee’s policy that candidates for director have the highest personal and professional integrity, have demonstrated exceptional ability and judgment, and have skills and expertise appropriate for serving the long-term interest of our shareholders. The Committee’s process for identifying and evaluating nominees is as follows: (1) in the case of incumbent directors whose terms of office are set to expire, the Committee reviews their overall service during their terms, including the number of meetings attended, level of participation, quality of performance, and any related party transactions with us during the applicable time period; and (2) in the case of new director candidates, appropriate inquiries into their backgrounds and qualifications are made after considering the function and needs of the Board. The Committee meets to discuss and consider such candidates’ qualifications, including whether the nominee is independent within the meaning of ~~AMEX~~NYSE Amex rules, and then selects a candidate for recommendation to the Board. In seeking potential nominees, the Committee uses its and management’s network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm, although to date it has not done so.

The Committee will consider director candidates recommended by shareholders who follow the procedures set out in Article IV (H) of our Articles described elsewhere. It does not intend to alter the manner in which it evaluates candidates, including the criteria set forth above, based on whether the candidate was recommended by a shareholder or otherwise.

~~-7-~~

Eligible shareholders who want to present a proposal qualified for inclusion in our proxy materials for the ~~2008~~2010 annual meeting must forward such proposal to our Secretary at the address listed on the first page of this Proxy Statement in time to arrive before December ~~27, 2007.~~22, 2009.

The Securities and Exchange Act of 1934 and applicable SEC regulations require our directors, executive officers and ten percent shareholders to file with the SEC initial reports of ownership and reports of changes in ownership of our equity securities, and to furnish us with copies of all the reports they file. To our knowledge, based on a review of reports given us, all required reports were filed timely.

___________________

-8-

SECURITY OWNERSHIP OF MANAGEMENT

AND CERTAIN BENEFICIAL OWNERS

Security Ownership of Management

The following table shows as of March 31, ~~2007,~~2009, the beneficial ownership of our Stock by each director and nominee, 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 Stock is held with sole voting and investment power.

Name
Amount and Nature of Beneficial
Ownership⁽¹⁾

Percent
of Class

Will G. Charbonnet, Sr. 153,120
^(1,2)
2.39 %
C. R. Cloutier 396,693
^(1,3)
6.16 %
James R. Davis, Jr. 71,348
⁽⁴⁾
1.12 %
Karen L. Hail 108,836
⁽⁵⁾
1.70 %
J. B. Hargroder, M.D. 444,503
^(1,6)
6.95 %
Clayton Paul Hilliard 236,188
⁽⁷⁾
3.69 %
Milton B. Kidd, III, O.D. 230,227 3.60 %
Timothy J. Lemoine 22,179
⁽⁸⁾
.35 %
Stephen C. May 133,070 2.08 %
R. Glenn Pumpelly 15,030 .24 %
William M. Simmons 203,928
⁽⁹⁾
3.19 %
Joseph V. Tortorice, Jr. 81,898 1.28 %
J. Eustis Corrigan, Jr. 5,448
⁽¹⁰⁾
.08 %
Jennifer S. Fontenot 26,781 .42 %
Donald R. Landry 98,400
⁽¹¹⁾
1.54 %
A. Dwight Utz 16,531
⁽¹²⁾
.26 %
All directors and executive officers as a group (19 persons) 2,291,284 35.37 %

Name	Amount and Nature of Beneficial Ownership(1)			Percent of Class
Will Charbonnet, Sr.		162,559	(1,2)		2.39	%
C. R. Cloutier		405,499	(1,3)		5.95	%
James R. Davis, Jr.		76,325	(4)		1.12	%
Karen L. Hail		108,588	(5)		1.60	%
J. B. Hargroder, M.D.		450,131	(1,6)		6.63	%
Clayton Paul Hilliard		251,539	(7)		3.71	%
Milton B. Kidd, III, O.D.		242,378			3.57	%
Timothy J. Lemoine		27,995	(8)		.41	%
R. Glenn Pumpelly		17,279			.23	%
William M. Simmons		217,463	(9)		3.20	%
Joseph V. Tortorice, Jr.		98,313			1.45	%
J. Eustis Corrigan, Jr.		14,325	(10)		.21	%
Donald R. Landry		93,572	(11)		1.38	%
Teri S. Stelly		25,223	(12)		.37	%
A. Dwight Utz		5,250	(13)		.07	%
All directors and executive officers as a group (15 persons)		2,208,317			32.35	%

_______________

⁽¹⁾

Stock held by our Directors' Deferred Compensation Trust (the “Trust”) is beneficially owned by its Plan Administrator, our Executive Committee, the members of which could be deemed to share beneficial ownership of all Stock held in the Trust ~~(325,026~~(360,426 shares or ~~5.08%~~5.31% as of March 31, ~~2007)~~2009). 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. Stock held by our 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 (“Current Options”) are deemed outstanding for purposes of computing the percentage of outstanding 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.

⁽²⁾	Includes ~~45,549~~47,826 shares as to which he shares voting and investment power.

⁽³⁾	Includes ~~194,260~~226,527 shares as to which he shares voting and investment power. Mr. Cloutier's address is P. O. Box 3745, Lafayette, Louisiana 70502.

-9-

⁽⁴⁾	Includes ~~8,570~~8,998 shares as to which he shares voting and investment power.

⁽⁵⁾	Includes ~~1,185~~1,244 shares as to which she shares voting and investment power.

⁽⁶⁾	Includes ~~394,588~~395,800 shares as to which he shares voting and investment power. Dr. Hargroder's address is P. O. Box 1049, Jennings, Louisiana 70546.

⁽⁷⁾	Includes ~~130,765~~120,303 shares as to which he shares voting and investment power.

⁽⁸⁾	Includes ~~19,473~~20,700 shares as to which he shares voting and investment power.

⁽⁹⁾	Includes ~~5,803~~7,825 shares as to which he shares voting and investment power.

⁽¹⁰⁾	Includes ~~5,448~~5,719 shares as to which he shares voting and investment power.

⁽¹¹⁾	Includes ~~47,846~~38,082 shares as to which he shares voting and investment power.

⁽¹²⁾	Includes ~~3,100~~21,658 shares as to which she shares voting and investment power.

(13)	Includes 1,555 shares as to which he shares voting and investment power.

_______________________

~~-10-~~

The following table shows the number of shares in the Trust and ESOP, and the number of shares subject to Current Options, (options that the named person may exercise in 60 days) that have been included in the above ~~Ownership Table.~~ownership table.

Name Trust ESOP
Current
Options

Will G. Charbonnet, Sr. 46,415 -- --
C. R. Cloutier 56,518 45,897 46,675
James R. Davis, Jr. 36,707 -- --
Karen L. Hail 36,248 49,916 11,344
J. B. Hargroder, M.D. 49,915 -- --
Clayton Paul Hilliard 21,110 -- --
Milton B. Kidd, III, O.D. 16,650 -- --
Timothy J. Lemoine 2,706 -- --
Stephen C. May -- -- --
R. Glenn Pumpelly -- -- --
William M. Simmons 47,845 -- --
Joseph V. Tortorice, Jr. -- -- --
J. Eustis Corrigan, Jr. -- -- 18,750
Donald R. Landry -- 23,603 3,781
A. Dwight Utz -- 1,951 12,203

Name	Trust		ESOP		Current Options
Will Charbonnet, Sr.		50,521		--		--
C. R. Cloutier		61,519		31,664		24,816
James R. Davis, Jr.		39,954		--		--
Karen L. Hail		39,455		54,862		--
J. B. Hargroder, M.D.		54,331		--		--
Clayton Paul Hilliard		22,977		--		--
Milton B. Kidd, III, O.D.		18,123		--		--
Timothy J. Lemoine		7,262		--		--
R. Glenn Pumpelly		--		--		--
William M. Simmons		52,078		--		--
Joseph V. Tortorice, Jr.		2,328		--		--
J. Eustis Corrigan, Jr.		--		731		7,875
Donald R. Landry		--		26,397		--
Teri S. Stelly		--		21,658		2,888
A. Dwight Utz		--		2,792		903

_______________________

-10-

Security Ownership of Certain Beneficial Owners

The following lists as of March 31, ~~2007,~~2009, the only persons other than the persons listed in the table above known to us to beneficially own more than five percent of our Stock.

Name and Address
Of Beneficial Owner
Shares Beneficially Owned
Percent
of Class

MidSouth Bancorp, Inc., Employee Stock
Ownership Plan, ESOP Trustees and
ESOP Administrative Committee
P. O. Box 3745, Lafayette, LA 70502

511,710⁽¹⁾
8.00%

MidSouth Bancorp, Inc., ⁽²⁾
Directors Deferred Compensation Plan,
Executive Committee
P. O. Box 3745, Lafayette, LA 70502
325,026 5.08%

Name and Address Of Beneficial Owner	Shares Beneficially Owned	Percent of Class

MidSouth Bancorp, Inc., Employee Stock Ownership Plan, ESOP Trustees and ESOP Administrative Committee P. O. Box 3745, Lafayette, LA 70502	558,337(1)	8.22%

MidSouth Bancorp, Inc., (2) Directors Deferred Compensation Plan, Executive Committee P. O. Box 3745, Lafayette, LA 70502	360,426	5.31%

___________________

(1)

The Administrative Committee directs the Trustees how to vote the approximately ~~14,373~~30,828 unallocated shares in the ESOP as of March 31, ~~2007.~~2009. 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, and Katherine Gardner and Brenda Jordan, two Bank employees. The Administrative Committee consists of ~~employees~~employee Polly Leonard and ~~Felicia Savoie and~~ Teri S. ~~Stelly.~~Stelly, an executive officer.

(2)	See Note (1) to the Table of Security Ownership of Management.

_________________________

~~-11-~~

Certain Transactions

Directors, nominees, ~~and~~ executive officers and their associates have been customers of, and have borrowed from ~~our bank subsidiaries~~MidSouth Bank in the ordinary course of business, and such transactions are expected to continue in the future. In the opinion of management, our loan policy is less favorable to those persons than to other customers.

C. R. Cloutier and his wife, Brenda Cloutier, have pledged 15,000 shares of our Stock to Whitney Bank securing a loan in the amount of $284,000 with a balance of $241,275 for their daughter's daycare business. Additionally, Mr. and Mrs. Cloutier have pledged 6,979 shares of our Stock to First National Banker's Bank to secure a personal loan in the amount of ~~$140,000.~~$140,000 with a balance of $93,000.

James R. Davis has pledged ~~26,082~~27,355 shares of our Stock to ~~Chase Bank~~Capital One Investments to secure a ~~$225,000~~$250,000 line of ~~credit.~~credit with a balance of $200,000.

C. P. Hilliard has pledged ~~24,200~~43,572 shares of our Stock to MidSouth Bank as partial security on a ~~$825,000~~$1,000,000 line of credit with a balance ~~outstanding~~ of ~~$265,000.~~

~~Stephen C. May,~~$0.00. Additionally, Mr. Hilliard has ~~pledged 119,971~~15,200 shares of our Stock ~~to Rayne State Bank~~in his UBS account which serves as ~~security on a $2,500,000 line~~collateral for his UBS Line of ~~credit with a~~Credit. The balance outstanding ~~of $346,176.~~is $200,000.

_________________________

~~_________________________~~

-11-

EXECUTIVE COMPENSATION

~~PROPOSAL TO APPROVE THE MIDSOUTH BANCORP, INC.~~

~~2007 OMNIBUS INCENTIVE~~ COMPENSATION ~~PLAN~~

~~General~~DISCUSSION AND ANALYSIS

The ~~Board believes that our growth depends significantly upon the efforts of its directors, officers~~following Compensation Discussion and ~~other key employees (collectively, "Participants")~~Analysis may contain statements regarding future individual and that such individuals are best motivated to put forth maximum effort on our behalf if they own an equity interest in us. In accordance with this philosophy, in March, 2007, the Board unanimously adopted our 2007 Omnibus Incentive Compensation Plan (the “Plan”) and has directed that the Plan be submitted for approval by the shareholders at the Meeting.

Officers and other key employees will be eligible to receive awards (“Incentives”) under the Plan when designated by the Personnel Committee, which administers the Plan. Incentives may be granted in any oneCompany performance targets or a combination of the following forms: (a) incentive and non-qualified stock options, (b) stock appreciation rights, (c) restricted stock, (d) performance shares, (e) restricted stock units, (f) performance units, (g) stock awards, and (h) cash awards.

~~In addition, the Plan will grant options to non-employee directors of MidSouth. See “Stock Options to Non-Employee Directors.”~~

~~-12-~~

~~General Purposes of the Proposal~~

The Board has determined to maintain a compensation system that includes, to a significant extent, grants of equity-based incentive awards. The Board believes that providing directors and key personnel with a proprietary interest in our growth and performance is crucial to stimulating individual performance while enhancing shareholder value. The Board further believes that the Plan will assist us in attracting, retaining and motivating directors and key personnel in a manner that is tied to the interests of shareholders.

~~Shares Issuable through the Plan~~. The maximum number of shares of Common Stock available for Incentives under the Plan may not exceed 500,000 shares. Proportionate adjustments will be made to the number of shares of Common Stock subject to the Plangoals. We have disclosed these targets or goals in the ~~event~~limited context of ~~any recapitalization, stock dividend, stock split, combination~~our compensation programs and, therefore, you should not take these statements to be management’s expectations or estimates of ~~shares~~results or other ~~change in the Common Stock. The Committee may also amend the terms of any Incentive~~guidance. We specifically caution investors not to ~~the extent appropriate~~apply such statements to provide participants with the same relative rights before and after the occurrence of such an event. Shares of Common Stock subject to Incentives that are cancelled, terminated or forfeited, or shares of Common Stock that are issued as Incentives and forfeited or reacquired by MidSouth, will again be available for issuance under the Plan.

On March 31, 2007, we had options to acquire 154,425 shares granted and outstanding under our existing plan. In accordance with the plan document, the 1997 Stock Incentive Plan will terminate this year. On March 31, 2007, the closing sales price for a share of Common Stock, as reported on the American Stock Exchange, was $27.02.

~~Administration of the Plan~~. The Committee administers the Plan and has plenary authority to award Incentives under the Plan, to interpret the Plan, to establish any rules or regulations relating to the Plan that it determines to be appropriate, to delegate its authority as appropriate, and to make any other ~~determination that it believes necessary or advisable for the proper administration of the Plan.~~

~~Amendments to the Plan~~. The Board may amend or discontinue the Plan at any time. However, we anticipate that any amendment that would materially increase the benefits under the Plan, materially increase the number of securities that may be issued under the Plan or materially modify the eligibility requirements, will be submitted to the holders of Common Stock for their approval. Except in limited circumstances, no amendment or discontinuance may change or impair any previously granted Incentive without the consent of the recipient thereof.

~~Types of Incentives~~. The Committee will be authorized under the Plan to grant stock options, restricted stock, restricted stock units, stock appreciation rights, performance shares, performance units, stock awards and cash awards, each of which is described below.

~~Stock Options~~. The Committee may grant non-qualified stock options or incentive stock options to purchase shares of Common Stock. The Committee will determine the number and exercise price of the options to employees, and the time or times that the options become exercisable, provided that the option exercise price may not be less than the fair market value of the Common Stock on the date of grant. The term of an option will also be determined by the Committee, provided that the term of an incentive stock option may not exceed 10 years. The Committee may approve the purchase by MidSouth of an unexercised stock option from the optionee by mutual agreement for the difference between the exercise price and the fair market value of the shares covered by such option.

~~-13-~~

The option exercise price may be paid in cash, in shares of Common Stock, in a combination of cash and shares of Common Stock, through a broker-assisted exercise arrangement or in such other manner as may be authorized by the Committee. If an optionee exercises an option while employed by us and pays the exercise price with previously owned shares of Common Stock, the Committee may grant to the optionee an additional option to purchase the same number of shares as were surrendered at an exercise price equal to the fair market value of the Common Stock on the date of grant.

Incentive stock options will be subject to certain additional requirements necessary in order to qualify as incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

~~Restricted Stock and Restricted Stock Units~~. Shares of Common Stock may be granted by the Committee to an eligible employee and made subject to restrictions regarding their sale, pledge or other transfer by the employee for a specified period (the “Restricted Period”). All shares of restricted stock and/or restricted stock units will be subject to such restrictions as the Committee may designate in an agreement with the employee, including, among other things, that the shares are required to be forfeited or resold to us in the event of termination of employment. Restricted stock units will be similar to restricted stock except that no shares are actually awarded to the participant on the date of grant. Subject to the restrictions provided in the participant's agreement and the Plan, a participant receiving restricted stock will have all of the rights of a shareholder as to such shares. A participant will have no voting rights with respect to any restricted stock units granted.

~~Stock Appreciation Rights~~. A stock appreciation right, or “SAR,” is a right to receive, without payment to us, a number of shares of Common Stock, cash or any combination thereof, the amount of which is determined by the Committee. A SAR may be granted in conjunction with a stock option or alone without reference to any stock option. A SAR granted in conjunction with a stock option may be granted concurrently with the grant of such option or at such later time as determined by the Committee and as to all or any portion of the shares subject to the option.

The Plan confers on the Committee discretion to determine the number of shares to which a SAR will relate as well as the duration and exercisability terms of a SAR. In the case of a SAR granted with respect to a stock option, the number of shares of Common Stock to which the SAR pertains will be reduced in the same proportion that the holder exercises the related option. Unless otherwise provided by the Committee, a SAR will be exercisable for the same time period as any stock option to which it relates.

Upon exercise of a SAR, the holder is entitled to receive an amount equal to the aggregate amount of the appreciation in the shares of Common Stock as to which the SAR is exercised. For this purpose, the “appreciation” in the shares consists of the amount by which the fair market value of the shares of Common Stock on the exercise date exceeds (a) in the case of a SAR related to a stock option, the purchase price of the shares under the option or (b) in the case of a SAR granted alone without reference to a related stock option, an amount determined by the Committee at the time of grant. The Committee may pay the amount of this appreciation to the holder of the SAR by the delivery of Common Stock, cash, or any combination of Common Stock and cash.

~~-14-~~

~~Performance Shares and Performance Units~~. Performance shares and performance units consist of the grant by MidSouth to an eligible participant of a contingent right to receive shares of Common Stock or cash with or without any payment by the participant. Each performance share and/or performance unit will be subject to the achievement of performance objectives by MidSouth, a business unit, a department or a subsidiary by the end of or within a specified period. The number of shares granted and the performance criteria will be determined by the Committee. The award of performance shares and/or performance units will not create any rights in a participant as a shareholder of MidSouth until the issuance of shares of Common Stock with respect to an award. Performance shares may be awarded in conjunction with the grant of dividend equivalent payment rights that entitle a participant to receive an amount equal to the cash dividends paid on an equal number of shares of Common Stock during the period beginning on the date of grant of an award and ending on the date on which the award is paid or forfeited.

~~Stock Awards. Shares of Common Stock may be awarded by MidSouth to an eligible participant as a stock award. The number of shares awarded pursuant to any stock award will be determined by the Committee.~~

~~Cash Awards~~. A cash award may be made by MidSouth to an eligible participant as additional compensation for services provided to MidSouth. Payment may depend on the achievement of specified performance objectives by MidSouth or the individual or may relate to the tax obligation imposed on a participant as the result of the grant, vesting or exercise of another Incentive. The amount of any monetary payment constituting a cash award will be determined by the Committee.

~~Termination of Employment~~. If a participant ceases to be our employee, for any reason, including death, any Incentive may be exercised, will vest or will expire at such time or times as may be determined by the Committee in the Incentive agreement with the participant.

~~Loans to Participants. The Committee may authorize a loan to a participant to cover the participant's tax liability that arises in connection with an Incentive. The terms of the loan will be determined by the Committee.~~

~~Change of Control~~. If (a) we are not the survivor in a merger, consolidation or other reorganization, (b) we sell, lease or exchange all or substantially all of our assets, (c) we are to be dissolved or liquidated, (d) any person or entity, other than an employee benefit plan of ours or a related trust, acquires or gains control of more than 30% of our outstanding shares of Common Stock or (e) in connection with a contested election of directors, the persons who were directors of MidSouth before the election no longer are a majority of the Board (collectively, “corporate changes”), all outstanding Incentives will automatically become exercisable and vested, all performance criteria will be waived, and the Committee will have authority to take several actions regarding outstanding Incentives. Within certain time periods, it may (i) require that all outstanding options and SARs remain exercisable only for a limited time, after which they will terminate, (ii) require the surrender of some or all outstanding options and SAR's in exchange for a cash or Common Stock payment for each option or SAR equal in value to the per share change of control value, calculated as described on the Plan, over the exercise price, (iii) make any equitable adjustment to outstanding Incentives as it deems necessary to reflect the corporate change or (iv) provide that an option or SAR shall become an option or SAR relating to the number and class of shares of stock or other securities or property (including cash) to which the participant would have been entitled in connection with the corporate change if he or she had been the holder of record of the number of shares of Common Stock then covered by such options or SARs.

~~-15-~~

The Board believes that providing the Committee with the choices outlined above will permit the Committee to review all relevant tax, accounting and other issues relating to the treatment of outstanding Incentives at the time of the corporate change, and thereby enable the Committee to choose the treatment that will best serve the participants and us. Although the automatic vesting of Incentives and the actions permitted to be taken by the Committee in the event of a change of control could discourage a takeover of us, these provisions have not been included for the purposes of making us a less attractive takeover target.

~~Transferability of Incentives~~. Options, SARs and performance shares are not transferable except (a) by will, (b) by the laws of descent and distribution, (c) pursuant to a domestic relations order or (d) to family members, to a trust for the benefit of family members or to charitable institutions, if permitted by the Committee after considering tax and securities law consequences and if so provided in the Incentive agreement.

~~Stock Options to Non-Employee Directors~~

Directors who are not also full-time employees of MidSouth (“Non-Employee Directors”) will be eligible to receive nonqualified options in an amount to be determined by the Committee. Such options when granted will be exercisable in annual 20% increments beginning one year from the date of grant. Non-Employee Directors are not eligible to receive any other Incentive under the Plan. Generally, the terms of the Plan described above will apply to such options, except that the Committee has no power to accelerate any options, or transfer of options other than in specified situations, except as may be permitted only by the full Board and all unexercisable options at the time a Non-Employee Director terminates Board service for any reason will expire, and all exercisable options at the time must be exercised within 6 months of termination for death, disability or retirement after age 65, and within 90 days for any other reason.

~~Federal Income Tax Consequences~~

Under existing federal income tax provisions, a participant who receives stock options, SARs or performance shares or who receives shares of restricted stock that are subject to restrictions which create a “substantial risk of forfeiture” (within the meaning of Section 83 of the Code) will not normally realize any income, nor will we normally receive any deduction for federal income tax purposes, in the year such Incentive is granted.

~~-16-~~

When a non-qualified stock option granted pursuant to the Plan is exercised, the recipient will realize ordinary income measured by the difference between the aggregate purchase price of the shares of Common Stock as to which the option is exercised and the aggregate fair market value of the shares of Common Stock on the exercise date, and we will be entitled to a deduction in the year the option is exercised equal to the amount the recipient is required to treat as ordinary income.

An employee, consultant or advisor generally will not recognize any income upon the exercise of any incentive stock option, but the excess of the fair market value of the shares at the time of exercise over the option price will be an item of adjustment, which may subject the holder of the option to the alternative minimum tax imposed by Section 55 of the Code. The alternative minimum tax is imposed to the extent it exceeds federal regular individual income tax, and it is intended to ensure that individual taxpayers who have economic income do not avoid income tax by taking advantage of exclusions, deductions and credits for regular tax purposes. An optionee will recognize capital gain or loss in the amount of the difference between the exercise price and the sale price on the sale or exchange of stock acquired pursuant to the exercise of an incentive stock option, provided the optionee does not dispose of such stock within two years from the date of grant and one year from the date of exercise of the incentive stock option (the “required holding periods”). An optionee disposing of such shares before the expiration of the required holding period will recognize ordinary income generally equal to the difference between the option price and the fair market value of the stock on the date of exercise. The remaining gain, if any, will be capital gain. We will not be entitled to a federal income tax deduction in connection with the exercise of an incentive stock option, except where the optionee disposes of the Common Stock received upon exercise before the expiration of the required holding period.

If the exercise price of an option is paid by the surrender of previously owned shares, the basis of the previously owned shares carries over to the shares received in replacement therefore. If the option is a non-qualified option, the income recognized on exercise is added to the basis. If the option is an incentive stock option, the optionee will recognize gain if the shares surrendered were acquired through the exercise of an incentive stock option and have not been held for the applicable holding period. This gain will be added to the basis of the shares received in replacement of the previously owned shares.

When a SAR is exercised, the participant will recognize ordinary income in the year the SAR is exercised equal to the value of the appreciation that he is entitled to receive pursuant to the formula previously described, and we will be entitled to a deduction in the same year and in the same amount.

An employee who receives restricted stock, restricted stock units, performance shares or performance units will normally recognize taxable income on the date the shares and/or units become transferable or no longer subject to substantial risk of forfeiture or on the date of their earlier disposition. The amount of such taxable income will be equal to the amount by which the fair market value of the shares of Common Stock on the date such restrictions lapse (or any earlier date on which the shares are disposed of) exceeds their purchase price, if any. An employee may elect, however, to include in income in the year of purchase or grant the excess of the fair market value of the shares of Common Stock (without regard to any restrictions) on the date of purchase or grant over its purchase price. Subject to the limitations imposed by Section 162(m) of the Code, MidSouth will be entitled to a deduction for compensation paid in the same year and in the same amount as income is realized by employee. Dividends currently paid to the participant will be taxable compensation income to the participant and deductible by MidSouth.

~~-17-~~

A participant who receives a stock award under the Plan consisting of shares of Common Stock will realize ordinary income in the year of the award in an amount equal to the fair market value of the shares of Common Stock covered by the award on the date it is made, and MidSouth will be entitled to a deduction equal to the amount the participant is required to treat as ordinary income. A participant who receives a cash award will realize ordinary income in the year the award is paid equal to the amount thereof, and the amount of the cash award will be deductible by MidSouth.

If, upon a change in control of us, the exercisability or vesting of an Incentive granted under the Plan is accelerated, any excess on the date of the change in control of the fair market value of the shares or cash issued under Incentives over the purchase price of such shares, if any, may be characterized as Parachute Payments (within the meaning of Section 280G of the Code) if the sum of such amounts and any other such contingent payments received by the employee exceeds an amount equal to three times the “Base Amount” for such employee. The Base Amount generally is the average of the annual compensation of such employee for the five years preceding such change in ownership or control. An Excess Parachute Payment, with respect to any employee, is the excess of the Parachute Payments to such person, in the aggregate, over and above such person's Base Amount. If the amounts received by an employee upon a change in control are characterized as Parachute Payments, such employee will be subject to a 20% excise tax on the Excess Parachute Payment, and we will be denied any deduction with respect to such Excess Parachute Payment.

~~The Plan permits a participant to elect to have a sufficient number of shares withheld to satisfy the participant's withholding tax obligation with respect to the grant or vesting of an Incentive.~~

The summary of federal income tax consequences does not purport to be complete. Reference should be made to the applicable provisions of the Code. There also may be state and local income tax consequences applicable to transactions involving Incentives.

~~Vote Required~~

The Board of Directors has unanimously approved the Plan. Approval of the Plan requires the affirmative vote of the holders of a majority of the shares of Common Stock present at the meeting. The Board of Directors unanimously recommends that you vote for approval of the Plan.

~~_________________________~~

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~~EXECUTIVE COMPENSATION~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~contexts.

This Compensation Discussion and Analysis is intended to assist you in understanding our ~~Company’s~~ compensation programs. It is intended to explain the philosophy underlying our compensation strategy and the fundamental elements of compensation paid to our Chief Executive Officer, Chief Financial Officer, and other individuals included in the Summary Compensation Table (“Named Executive Officers”) for ~~2006.~~2008. Specifically, this Compensation Discussion and Analysis addresses the following:

Objectives of our compensation programs;

What our compensation programs are designed to reward;

·	Process for determining executive officer compensation;

·	Elements of compensation provided to our executive officers;

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The purpose of each element of compensation

–-

Why we elect to pay each element of compensation

–-

~~How each element of compensation was determined by the Committee~~

How each element and our decisions regarding its payment relate to our goals

~~Process for determining executive officer compensation; and~~

Other important compensation policies affecting our executive officers.

During 2008, the Bank completed a restructuring process to meet the demands and changes of the business brought on by the Bank's rapid growth and increase in size. The process impacted the implementation of changes in Named Executive Officer compensation, such as changes in base salary levels, as well as the allocation of various compensation elements to these employees.

Additionally, 2008 was a difficult year with turmoil throughout the economy and the financial services sector. The exceptionally difficult market conditions led to the Treasury’s creation of the Capital Purchase Program (CPP) under the Troubled Asset Relief Program (TARP). The program provided the opportunity for MidSouth Bancorp, Inc. to benefit from additional capital through sales of our preferred stock and common stock purchase warrants to the Treasury. We took part in the CPP, and on January 9, 2009 received $20,000,000 in funding. In February 2009, Congress passed the American Recover and Reinvestment Act of 2009 (ARRA), which placed additional rules upon executive compensation programs previously defined under CPP participation guidelines. We highlight the impact of all these events on the various elements of our executive compensation elements as we discuss our compensation programs throughout this document.

The Personnel Committee of the Board of Directors (“Committee”) administers our executive compensation programs. During ~~2006,~~2008, the Committee consisted of Will Charbonnet, Sr. (Chairman), James R. Davis, Jr., J. B. Hargroder, M.D., and Joseph V. Tortorice, Jr. The members of the Committee all qualify as independent, outside members of the Board ~~of Directors~~ in accordance with the requirements of the ~~American~~New York Stock Exchange ~~(AMEX)~~(NYSE Amex), current SEC regulations and section 162(m) of the Internal Revenue Code.

The Committee is responsible for recommending compensation for the Chief Executive Officer to the Board of Directors. The Committee consults with the Chief Executive Officer in determining the compensation for the other executive officers subject to approval by the Board of Directors.

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Objectives of Our Compensation Programs

The Committee has the responsibility for continually monitoring the compensation paid to our Named Executive Officers (NEOs) as well as other executive ~~officers.~~employees. The Committee believes that compensation of our executive officers should encourage creation of stockholder value and achievement of strategic corporate objectives. Specifically, the Committee is committed to ensuring that the total compensation package for our executive officers will serve to:

Attract, retain, and motivate outstanding executive officers whom add value to ~~your Company~~us based on individual and team contributions;

~~-19-~~

Provide a competitive salary structure in all markets where we operate; and

Align the executive officers’ interests with the long-term interests of our shareholders to ~~incent them to~~ enhance shareholder value.

What Our Compensation Programs Are Designed to Reward

Our executive officers' compensation is designed to reward short ~~term performance~~ as well as ~~long term~~long-term performance. Our policy is to provide a large portion of compensation in cash, including an annual base salary and an opportunity to receive an annual incentive that is based on ~~basic~~ earnings per share (EPS). We provide this to keep the executive officers focused on current earnings and ~~stability.~~stability and to strongly align the executives with the interests of our shareholders. We also view the annual incentive as a ~~long term~~long-term performance vehicle because we examine performance measures including credit quality, credit risk management, deposit growth, regulatory compliance, return on equity, and growth in our assets and income when assessing incentive grants to the executive officers. Credit quality, non accruals, and charge offs are impacted by ~~long term~~long-term performance such that performance in the current year affects these measures in future years.

Additionally, we have historically provided additional compensation benefits through our 1997 Stock Incentive Plan and our Employee Stock ~~Option~~Ownership Plan (ESOP), which keeps the executive officers focused on our ~~long term~~long-term goals.

Over the last ~~seven~~several years, our performance has been ~~well~~ above average as compared to similarly situated financial institutions, and the compensation programs are designed to reward and promote the continuation of this performance. We aim to provide a substantial portion of executive ~~officers compensation~~officers’ pay in the form of performance based compensation through the annual incentive ~~opportunity; therefore,~~opportunity. The impact of our focus on incentive compensation programs is clear in the ~~increase~~reduction of overall pay levels in 2008 compared to 2007. Although we outperformed peers, our 2008 fiscal-year end EPS was lower than 2007 fiscal-year end levels.

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Process for Determining Executive Officer Compensation

• Role of the Committee and the Executive Officers. The Committee annually reviews and recommends the levels, performance goals, and strategic objectives, relating to compensation of the Chief Executive Officer to our Board. Final approval on the Chief Executive Officer’s compensation is made by the full Board. The Committee also consults with the Chief Executive Officer on the compensation levels of the other executive officers. Based on these discussions, the Committee along with the Chief Executive Officer recommends the compensation levels for the other Named Executive Officers to the Board.

Additionally, the Committee periodically reviews our incentive plans and other equity based plans. The Committee reviews, adopts, and submits to the Board any proposed arrangement or plan and any amendment to an existing arrangement or plan that provides or will provide benefits to the executive officers collectively or to an individual executive officer. The Committee has sole authority to retain and terminate a compensation ~~over~~consultant or other advisor as the ~~past few years is based on this exceptional performance.~~Committee deems appropriate.

• Role of the Compensation Consultant. During 2008, the Compensation Committee continued its engagement from 2007 with Amalfi Consulting LLC to assist with, and provide guidance on, executive and broad-based employee compensation programs. In making decisions regarding executive officer compensation for 2008, the Compensation Committee considered an overall compensation review completed for our top executive employees, including all of the five NEOs, by Amalfi Consulting in late 2007. We provide further details on the peer group created for this review under the “Benchmarking” section of this discussion.

The Committee also engaged Amalfi Consulting to assist with the design of an annual incentive plan structure to strengthen the alignment of the performance of plan participants with our goals and objectives. In addition to the annual incentive planning process, Amalfi Consulting LLC assisted us with the creation of an administrative plan document for its Phantom Stock incentive compensation program. Amalfi Consulting LLC reported directly to the Committee on all projects conducted and performed no other services for us in 2008.

• Benchmarking. To ensure the competitiveness of our total compensation package, the Committee uses salary survey information from several different nationally recognized surveys that focus on our industry and region. Specifically, we used salary survey information compiled by K G & Associates, including surveys from Watson Wyatt and Mercer. This information was used to evaluate what comparable institutions are paying. In 2008, K G & Associates conducted no other business with us. Along with the data compiled by K G & Associates, the Committee considered data from an additional compensation survey conducted by Scheshunoff Management Services.

In using survey data, we benchmark both base salary and annual incentive. Long-term incentives are not benchmarked because we feel that long-term incentives are not part of the basic compensation of the executive officers. Long-term incentives are viewed as an additional opportunity for the executive officer based on the value of our stock price.

In prior years our total compensation levels have been within the 50th to 75th percentile of survey market data from comparable organizations in the financial services industry. In light of the financial difficulties

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and performance during 2008, and the impact of this performance on our incentive program payouts, we expect our total compensation levels are now below these market survey levels.

At the end of 2007 the Committee, in coordination with Amalfi Consulting LLC, conducted an overall review of the executive compensation program.  As part of this review, a peer group of 20 banks comparable to us in terms of geographic location, asset size, growth and performance was selected.  The criteria used to determine the peer group was based upon data as of fiscal year-end 2006.  At the time of the peer group creation, we compared favorably to the peer group on 3-yr asset growth, return on average assets, and return on average equity.  We present a summary of the 2006 comparison in the table below:

Total Assets Asset Growth ROAA ROAE
Summary of Peer Group (Yr-end 2006) 2006Y 3 Yr 2006Y 2006Y
Average 1,069,305 84.4 % 0.96 % 10.4 %
50th Percentile 990,350 54.4 % 0.90 % 9.6 %
MidSouth Bancorp, Inc. 805,022 86.0 % 1.08 % 14.7 %

In order to provide a more current perspective we present the year-end results, as available, for our peer group as of year-end 2008 in the following table.  During 2008, we continued to compare favorably to peers on measures used to create the peer group in 2006.

Benchmarking Peer Group (as of year-end 2008)(1)
Total Assets Asset Growth ROAA ROAE
2008Y 3 Yr 2008Y 2008Y
Company Name Ticker City State $ (000 ) (%) (%) (%)
1 First M&F Corporation FMFC Kosciusko MS 1,596,865 26.0 0.03 0.37
2 Great Florida Bank GFLBA Coral Gables FL 1,843,867 83.3 -1.12 -11.34
3 ViewPoint Financial Group (MHC) VPFG Plano TX 2,213,447 55.0 0.30 2.95
4 Southern Community Financial Corporation SCMF Winston-Salem NC 1,803,778 40.1 0.34 4.02
5 BancTrust Financial Group, Inc. BTFG Mobile AL 2,088,177 59.9 0.06 0.50
6 Encore Bancshares, Inc. EBTX Houston TX 1,587,844 20.6 -0.54 -4.96
7 TIB Financial Corp. TIBB Naples FL 1,610,114 49.6 -1.36 -20.41
8 MetroCorp Bancshares, Inc. MCBI Houston TX 1,580,238 40.1 0.12 1.50
9 CenterState Banks of Florida, Inc. CSFL Winter Haven FL 1,333,143 53.0 0.28 2.21
10 Florida Community Banks, Inc. FLRB Immokalee FL -- -- -- --
11 Peoples Financial Corporation PFBX Biloxi MS 896,408 6.0 0.56 4.77
12 Pulaski Financial Corp. PULB Saint Louis MO 1,304,150 65.1 0.23 3.34
13 Peoples BancTrust Company, Inc. PBTC Selma AL -- -- -- --
14 Nexity Financial Corporation NXTY Birmingham AL 1,061,580 35.3 -1.27 -20.14
15 Bank of Florida Corporation BOFL Naples FL 1,549,013 171.9 -0.93 -6.70
16 First Federal Bancshares of Arkansas, Inc. FFBH Harrison AR 795,172 -6.7 0.31 3.38
17 Federal Trust Corporation FDTR Sanford FL -- -- -- --
18 United Security Bancshares, Inc. USBI Thomasville AL 668,002 7.5 0.80 6.83
19 Auburn National Bancorporation, Inc. AUBN Auburn AL 745,970 22.7 0.92 12.06
20 Sun American Bancorp SAMB Boca Raton FL 590,927 113.2 -8.69 -58.26
Average 1,368,747 49.6 -0.59 -4.70
50th Percentile 1,549,013 40.1 0.12 1.50
MidSouth Bancorp, Inc. MSL Lafayette LA 936,815 34.1 0.60 7.79
(1)  Data for Florida Community Banks, Inc. and Federal Trust Corporation was unavailable at the time of the filing of this document.  People’s Banctrust Company Inc, (PBTC) was acquired by BancTrust Financial Group, Inc. on October 15, 2007.

-15-

Although we did not modify the nature of our compensation programs for our NEOs during 2008, we did use the information from the review, in conjunction with the survey market data, to make decisions related to base salary levels in 2008.  The review will also be used on a going forward basis with respect to any updates or modifications to executive compensation programs in 2009.

Elements of Compensation

We ~~have determined that~~believe it is ~~our and our shareholders’~~in the best interest of our shareholders and us to provide competitive compensation to attract and retain the most qualified executive officers with demonstrated leadership abilities that will secure our future. We do this by providing compensation that is tied to our short and ~~long term~~long-term performance goals to motivate our executive officers to attain these goals.

The performance goals that we examine may include credit quality, credit risk management, deposit growth, regulatory compliance, return on equity, and growth in our assets and income.

We dohave not ~~feel that we~~ made any material changes in individual compensation in ~~2006. We believe our basic plans were adequate. Some of the executive officers received minor adjustments~~2008 compared to ~~base salary and the annual incentive opportunity because we felt it was necessary based on each executive officer’s performance along with comparable levels of compensation in the marketplace.~~

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2007. The elements of compensation used during ~~2006~~2008 to compensate the executive officers include:

Base Salary;

Annual Incentives;

Retirement Benefits;

Health and Insurance Plans;

~~Long Term~~Long-term Equity Awards; and

Perquisites.

Below is a discussion of each element of compensation listed above, including the purpose of each element of compensation, why we elect to pay each element of compensation, how each element of compensation was determined by the Committee, and how each element and our decisions regarding the payment of each element relate to our goals.

• Base Salary. Although we favor the use of incentive compensation, we believe it is necessary and prudent to pay a portion of total compensation in the form of a competitive fixed base salary. We believe the payment of a fixed base salary to our executive officers helps maintain productivity by ~~minimizing anxiety that~~providing a ~~financial or industry slump could impair their personal~~guaranteed and ~~family planning.~~dependable base amount of income.

~~It is our goal to set~~When setting base salary ~~to reflect~~levels, the ~~role and responsibility of~~Committee takes into account the ~~executive officer over time and to comfortably meet the executive’s needs. Base salary, although not directly connected to performance, is essential to compete~~total direct cash compensation amount targeted for talent and our failure to pay a competitive base salary could harm our ability to recruit and retain management. Base salary was initially determined by analyzing base salaries of comparable executives in the marketplace and considering the abilities, qualifications, accomplishments, prior work experience, and cost of living of the executive officer.each executive. Essentially, base salary ~~was~~is established by determining the amount of money, in combination with the anticipated amount of annual incentive, ~~that was~~ necessary to attract and retain top caliber executive officers. Therefore adjustments to base pay levels are made with careful consideration to the total compensation provided to our executive officers.

~~Base~~It is also our goal to set specific base salary ~~adjustments are generally considered annually in December on a discretionary basis~~levels which appropriately reflect the role and ~~take into account~~responsibility of the executive ~~officer’s individual performance over~~officer. Therefore, the Committee also considers the abilities, qualifications, accomplishments, prior ~~year, changes in~~work experience, and cost of living of the executive ~~officer’s responsibilities, our performance, and market levels of compensation.~~

~~In December of 2005 and 2006,~~officer when determining the ~~Committee recommended~~final recommendation to the ~~Board 2006 and~~Board.

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Due to our restructuring activities in 2007 which extended into 2008, decisions for 2008 base salary ~~for~~changes were not made until April of 2008 and were retroactively applied to January 1, 2008. We provide the ~~Chief Executive Officer~~decisions made regarding base salaries changes from 2007 and in consultation with the Chief Executive Officer 2006 and 2007 base salary for the other executive officers except for Mr. Corrigan’s 2006 base salary. Mr. Corrigan was hired during 2006 and his base salary for 2006 was set by the Chief Executive Officer and approved by the Committee upon his hire date.

~~-21-~~

~~Base salary for 2006 and 2007~~2008 for each of the ~~Named Executive Officers is as follows:~~NEOs in the following table:

2006
Base Salary

2007
Base Salary

C.R. Cloutier $ 196,000 $ 200,000

Karen L. Hail 149,595 157,000

J. Eustis Corrigan, Jr. 165,000 175,000

Donald R. Landry 139,552 147,000

A. Dwight Utz 98,348 112,000

Named Executive Officer	2007 Base Salary		2008 Base Salary		% Increase
C.R. Cloutier	$	200,000	$	200,000		0.0	%
J. Eustis Corrigan Jr.	$	175,000	$	190,000		8.6	%
Karen L. Hail	$	157,000	$	157,000		0.0	%
Donald R. Landry	$	147,000	$	154,000		4.8	%
A. Dwight Utz	$	112,000	$	121,000		8.0	%
Totals for all Five Named Executive Officers as a Group	$	791,000	$	822,000		3.9	%

The overall average increase in base pay across all five NEOs during 2008 was 3.9%. This level is within market norms and also within expectations discussed in our 2007 proxy filing. On an individual basis, base salary adjustments reflect a consideration of an increase in job responsibilities due to our restructuring, and increases due to considerations of market pay levels for the position. Due to the current economic environment, no base salary increases have been planned for 2009.

• Annual Incentives. Annual incentives are provided to the executive officers through ~~the~~ our Company's Incentive Compensation Plan (CICP). The Named Executive Officers do not participate in any other annual incentive plans.

Company’s Incentive Compensation ~~Plan.~~ Plan (CICP)

Annual incentives are primarily designed to reward increased shareholder value as well as to focus the executive officers on our goals for a particular year and to reward executive officers upon achievement of those goals. We believe annual incentives are an important element of executive officers’ compensation because they provide the incentive and motivation to lead us in achieving success. The annual incentive under the CICP is tied to ~~basic~~ earnings per share (EPS) and makes up a very significant part of the executive officer’s compensation. If the executive officer is able to significantly improve our performance then the executive officer will have a significant increase in annual incentive for the year. If the performance is below target expectations then the executive officer will have a reduction in targeted incentive compensation.

~~We use a system of annual incentives to reward the executive officers quarterly based on EPS.~~ Before the beginning of each year, the Committee awards each executive officer a specified number of phantom ~~shares of our stock.~~shares. Annual ~~incentive is determined~~incentives are calculated on a quarterly ~~equal to~~schedule and are based upon the number of phantom shares ~~times~~awarded to the officer at the start of the year, multiplied by our EPS for the quarter. Sixty percent of the amount determined at each quarter is paid ~~each quarter and~~at that time, with the remaining balance is paid at the end of the year, provided we were profitable for the entire year. If we are not profitable for the year (i.e., the fourth quarter results in a large loss) then the balance will not be paid.

The number of phantom shares granted each year is generally ~~considered~~determined in December based upon the number of shares awarded in the past year, and the impact of the award on ~~a discretionary basis and~~total compensation

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levels for the executive officer in the coming year. The determination of award levels takes into account the executive officer’s individual performance compared to the prior year, his or her importance to us, and our overall financial performance. The granting of phantom shares as the annual incentive in lieu of awarding cash bonuses is preferred by the Committee.

~~-22-~~

In December of ~~2005 and 2006,~~2007, the Committee granted phantom shares for ~~2006~~2008 which resulted in the payouts presented in the table below. In December of 2008, the grants for 2009 were determined and ~~2007~~awarded to each of the Named Executive Officers except for Mr. Corrigan’s 2006 phantom share grant. Mr. Corrigan was hired during 2006 and was granted phantom shares for 2006 upon his hire date. Phantom shares were grantedNEOs. Due to the ~~Named Executive Officers for 2006~~current economic environment and ~~2007 as follows:~~our financial performance in 2008, there were no increases in the number of shares from 2008 levels.

	2006⁽¹⁾ Phantom Share Grant		2007 Phantom Share Grant

Phantom Stock Grants					Phantom Stock Grants
Named Executive Officer						2008						2009
Named Executive Officer						# of Shares		Estimate of Value at Start of Year		Earned at Year-End		# of Shares		Dollar Value Estimate(1)
C.R. Cloutier		124,118		125,000			131,250	$	173,750	$	108,938		131,250	$	108,938

J. Eustis Corrigan Jr.							39,375	$	52,125	$	32,681		39,375	$	32,681
Karen L. Hail		62,500		62,500			65,625	$	86,875	$	54,469		65,625	$	54,469

J. Eustis Corrigan, Jr.		37,500		37,500

Donald R. Landry		43,870		45,000			47,250	$	62,550	$	39,218		47,250	$	39,218

A. Dwight Utz		24,579		24,579			28,926	$	38,293	$	24,009		28,926	$	24,009

~~___________________~~(1) Estimates of dollar values for 2009 are based on basic undiluted EPS value of $0.83. The number of shares for 2008 and 2009 represents the amount of shares allocated at the beginning of the plan year. There were no changes in the number of shares awarded to each NEO from 2008 to 2009.

⁽¹⁾	The phantom share grant for 2006 has been adjusted for the 5:4 stock split on October 24, 2006. Before the stock split the grant of phantom shares consisted of 99,924 to Mr. Cloutier, 50,000 to Ms. Hail, 30,000 to Mr. Corrigan, 35,096 to Mr. Landry, and 19,663 to Mr. Utz.

___________________

• ~~Retirement Benefits~~. We do not have a defined benefit pension plan. However, executive officers are eligible to participate in our 401(k) retirement plan, which is a Company-wide, tax-qualified retirement plan. The intent of this plan is to provide all employees with a tax-advantaged savings opportunity for retirement. We sponsor this plan to help employees in all levels of the Company save and accumulate assets for use during their retirement. As required, eligible pay under this plan is capped at Internal Revenue Code (IRC) annual limits. We make annual matching contributions to the 401(k) retirement plan on behalf of the executive officers.

We have entered into Executive Indexed Salary Continuation Agreements with Mr. Cloutier, Ms. Hail, and Mr. Landry. The agreements provide that upon the executive officer reaching normal retirement age the executive officer will receive payment of amounts as defined in the agreement and discussed under the section “Nonqualified Deferred Compensation” on page 34.

• ~~Health and Insurance Plans~~. The executive officers are eligible to participate in Company-sponsored benefit plans on the same terms and conditions as those generally provided to salaried employees. Basic health benefits, dental benefits, and similar programs are provided to make certain that access to healthcare and income protection is available to our employees and the employee’s family members. The cost of Company-sponsored benefit plans are negotiated with the providers of such benefits and the executive officers contribute to the cost of the benefits.

~~-23-~~

The Company maintains a split dollar insurance arrangement with Mr. Cloutier, Ms. Hail and Mr. Landry. The arrangement provides benefits to the executive officer’s designated beneficiary in the event of the executive officer’s death.

~~Additionally, we provide Mr. Cloutier, Ms. Hail and Mr. Landry with a Term Life Insurance Policy in the amount of four times annual base salary payable to a beneficiary of their choice.~~

• ~~Long Term~~Long-term Equity Awards. Salary and annual incentives tend to reward shorter term goals; however, it is important to focus on ~~long term~~long-term performance, which is why we have historically granted stock options. A stock option only rewards the executive if our stock price increases over a period of time. Due to the volatility of the financial industry and the stock market during 2008, our financial performance, and the uncertainty regarding possible Treasury limitations on equity awards to executives, the Committee did not award stock options to any of the NEOs in 2008. All long-term equity award programs will be reviewed during 2009.

It is our belief that executive officers need to have a significant interest tied to long term performance and increasing shareholder value. We believe the best way to accomplish this is through stock ownership of the Company. We encourage executive officers to own stock and provide the following programs to encourage stock ownership.

Employee Stock Ownership Plan: To encourage ownership by all employees and therefore tie their interest to the interests of the shareholders, we established an employee stock ownership plan (“ESOP”) in 1986. The ESOP covers all employees who meet minimum age and service requirements. ~~We make~~Amounts of annual contributions to the ESOP ~~in amounts as~~are determined on a discretionary basis by the Board ~~of Directors.~~.. We made contributions to the NEO ESOP accounts during 2008.

~~1997 Stock~~Omnibus Incentive Plan: In ~~addition~~2007, we received shareholder approval for an Omnibus Incentive Plan. No equity awards were made under this plan in 2008. This plan provides us with flexibility in the design and implementation of long-term equity award programs. Under this plan the Committee may award a variety of forms of equity such as restricted stock, stock appreciation rights, and performance shares. For details on the plan please refer to the ESOP, we have periodically granted stock options to executive officers and other senior employees. Our policy has been to grant stock options to executive officers to ensure that they have options currently outstanding. To the extent that the executive officer has unvested options outstanding, we feel that the executive officer is tied to our long term performance and will only grant additional awards to the extent that all awards are vested. We have historically granted to executive officers stock options that vest 20% per year over a 5 year period.Bank’s 2007 Proxy Statement filed on May 30, 2007.

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Stock option grants always have an exercise price equal to our stock price at the time they are awarded. We never engaged in the back-dating of stock options nor have we retroactively modified our stock option awards.

We grant stock options upon hire of an executive officer, upon exceptional achievement, or to ensure that an executive officer has outstanding unvested options.

We did not provide any additional ~~long term~~long-term compensation under the Omnibus Incentive Plan in 2006 except to Mr. Corrigan; however, all of the Named Executive Officers had stock options outstanding during 2006 that vest based on the executive officers’ continued employment. Mr. Corrigan was hired in 2006 and was granted stock options pursuant to negotiations during his hiring process.2008.

WeAlthough no equity awards were provided in 2008 due to market and financial conditions, we believe that ~~stock options are~~equity, in the various forms defined under our Omnibus Incentive Plan, is the preferable ~~method of incenting~~means to incent and ~~rewarding long term~~reward long-term performance ~~because stock options provide incentive to increase shareholder value and serve~~while also serving as a ~~good~~ retention vehicle for ~~the Named Executive Officers.~~

our current NEOs and an attraction for new talent.

~~-24-~~

• Perquisites~~Perquisites~~. ~~The Company~~We provided the following perquisites in ~~2006~~2008 to certain executive officers:

–-

Company car;

–

Moving expenses;

–-

Country club membership;

–-

Health club membership; and

–-

Dinner club membership.

The total cost for all of these perquisites for all of our NEOs was ~~$26,546.~~

~~The Named Executive Officers are all eligible to receive additional~~approximately $24,300. No individual NEO received a total value of perquisites ifin excess of $6,850 during 2008. We provide further details on perquisites in a supplementary table following the ~~Committee so determines.~~Summary Compensation Table in this document.

We view certain perquisites as beneficial to us as well as compensation to the executive officers. For example, the club memberships are regularly used in the general course of our business such as for business meetings or entertaining. ~~The~~ Company cars are used primarily for business purposes.

~~Process~~• Retirement Benefits. Executive officers are eligible to participate in our 401(k) retirement plan, which is a company-wide, tax-qualified retirement plan. The intent of this plan is to provide all employees with a tax-advantaged savings opportunity for ~~Determining~~retirement. We sponsor this plan to help employees in all levels save and accumulate assets for use during their retirement. As required, eligible pay under this plan is capped at Internal Revenue Code (IRC) annual limits. We make annual matching contributions to the 401(k) retirement plan on behalf of the executive officers.

We have entered into Executive ~~Officer~~Indexed Salary Continuation Agreements with Mr. Cloutier, Ms. Hail, and Mr. Landry. The agreements provide that upon the executive officer reaching normal retirement age the executive officer will receive payment of amounts as defined in the agreement and presented in the narrative of the Nonqualified Deferred Compensation section of this document.

• Health and Insurance Plans~~Role~~. The executive officers are eligible to participate in benefit plans sponsored by us on the same terms and conditions as those generally provided to salaried employees. Basic health benefits, dental benefits, and similar programs are provided to make certain that access to healthcare and income protection is available to our employees and the employee’s family

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members. The cost of our benefit plans are negotiated with the providers of such benefits and the executive officers contribute to the cost of the ~~Committee~~. The Committee along with the Board of Director’s oversight and approval will annually review and approve goals and objectives relating to compensation of the Chief Executive Officer. Based on this evaluation, the Committee recommends the Chief Executive Officer’s compensation level to the Board of Directors. The Committee also consults with the Chief Executive Officer on the compensation levels of the other executive officers. Based on these discussions, the Committee will recommend, along with the Chief Executive Officer, the other executive officers compensation levels to the Board of Directors.benefits.

~~Additionally, the Committee periodically reviews our incentive plans~~We maintain split dollar insurance arrangements with Mr. Cloutier, Ms. Hail and ~~other equity based plans. The Committee reviews, adopts, and submits to the Board of Directors any proposed~~Mr. Landry. Each arrangement ~~or plan and any amendment to an existing arrangement or plan that~~ provides ~~or will provide~~ benefits to the executive ~~officers collectively~~officer’s designated beneficiary in the event of the executive officer’s death.

We provide Mr. Cloutier, Ms. Hail and Mr. Landry with a supplemental Term Life Insurance Policy payable to a beneficiary of their choice and a supplemental long-term disability policy. We provide additional details on the benefits provided under these policies in the Potential Payments Upon Termination or ~~to an individual executive officer. The Committee has sole authority to retain and terminate a compensation consultant or other advisor as the Committee sees appropriate.~~Change in Control section.

• Total Compensation~~Benchmarking~~. To ensure the competitiveness of our total compensation package, the Committee uses salary survey information from several different nationally recognized surveys that focus on our industry and region. Specifically, the Company used salary survey information compiled by K G & Associates. This information was used to evaluate what comparable institutions are paying. In 2006, we paid K G & Associates $5,495 to obtain and compile this data for us.

~~Based on our prior year earnings,~~We incorporate a significant portion of the ~~total cash~~NEOs compensation ~~paid to~~in the ~~Named Executive Officers, which includes base salary and~~form of annual incentives. As noted earlier, the annual incentive plan is ~~benchmarked at~~tied to earnings per share and provides a strong link between executive compensation and shareholder interests. The figure below shows how the 75^th ~~to 85~~^th ~~percentile~~drop in earnings per share impacted total compensation earned by our NEOs in 2008.

With the exception of ~~market levels of compensation.~~our CFO, Mr. Corrigan Jr. who was hired in 2006 and whose compensation for that year reflects a partial year period and additional equity grant expense, 2008 total compensation was lower than in 2006 and 2007.

In ~~using survey data,~~the figure below, we ~~benchmark both base~~present the 2006 and 2007 pay mix for each of our NEOs. Base salary and annual ~~incentive. Long term~~cash incentives ~~are not benchmarked because we feel that long term incentives are not part~~make up the majority of compensation for our NEOs. Because of the ~~basic~~link between incentive pay and performance (earnings per share), total compensation ~~of the executive officers. Long term incentives are viewed as an additional opportunity for the executive officer based on the value of our stock price.~~not only declined

~~-25-~~-20-

• ~~Compensation Consultant~~~~. The Committee does not have a contractual arrangement with a~~overall, but the portion of total compensation ~~consultant to advise in setting~~comprised of incentive pay decreased by 8-11% over the ~~amount or determining the form of compensation to the executive officers. In the future, the Committee may engage the consultation of a compensation consultant, if needed.~~past two years.

Other Important Compensation Policies Affecting Executive Officers

• Impact of the Emergency Economic Stabilization Act of 2008 (EESA) and the American Recovery and Reinvestment Act of 2009 (ARRA)

On October 14, 2008, the U.S. Treasury announced a program under the EESA in which the Treasury would make preferred stock investments in participating financial institutions. The program known as the Capital Purchase Program (CPP) under the Troubled Asset Relief Program (TARP) provides a means for institutions to receive capital through sales of preferred stock and common stock purchase warrants to the Treasury. We took part in the CPP and on January 9, 2009 received $20,000,000 in funds. As a result, we became subject to certain executive compensation requirements under Treasury regulations which we discuss in further detail below.

On February 17, 2009, President Barack Obama signed the American Recovery and Reinvestment Act of 2009 (“ARRA”) into law. ARRA amends Section 111 of EESA and adds additional executive compensation requirements for CPP participants. ARRA also includes provisions

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directing the Secretary of the Treasury and the SEC to impose additional limits on compensation of executives of companies that participate in the CPP as long as the Treasury owns preferred stock and/or stock purchase warrants of such companies under the CPP. As of the date of the proxy statement, Treasury had not imposed any additional limits.

The following requirements currently apply to all CPP participants, although further clarification is pending from the Treasury on certain aspects of these rules. Senior Executive Officers (SEOs) are defined as the top 5 most highly-paid executives of a public company whose compensation is required to be disclosed pursuant to SEC regulations. The SEOs of MidSouth would be the same individuals comprising the NEOs presented in this proxy. The requirements related to executive compensation are as follows:

Limits on Incentive Compensation – The scope of limits on incentive compensation vary based upon the level of funds received under the CPP. Since MidSouth received less than $25 million in funds, the following limits apply only to the single most highly-compensated employee of the Bank. During 2008 this employee would have been Mr. C.R. Cloutier, the Chief Executive Officer of the Company.

§	CCP participants are prohibited from paying or accruing any bonus, retention award or incentive compensation for the covered employee. This prohibition does not apply to any bonus payments required to be paid pursuant to a written employment agreement prior to February 11, 2009.

§	This prohibition does not apply to the granting of long-term restricted stock provided that the equity does not fully vest during CPP participation and is not awarded on an annual basis at a value exceeding 1/3 of the covered employee’s total annual compensation.

Prohibition on Compensation that Provides an Incentive to Take Unnecessary and Excessive Risks – This rule prohibits us from providing incentive compensation arrangements that encourage our SEOs to take unnecessary and excessive risks that threaten the value of the financial institution. Treasury regulations also require the Personnel Committee to review SEO incentive compensation arrangements with our senior risk officers to ensure that SEOs are not encouraged to take such risks. The regulations require the Committee to meet at least semi-annually with our senior risk officers to discuss and review the relationship between our risk management policies and practices and the SEO incentive compensation arrangements. The Personnel Committee has performed this review, and its conclusions are included in its report within this Proxy Statement.

Claw-back Provisions on Incentive Compensation – Incentive compensation plans must provide for the recovery of any bonus, retention award or incentive compensation paid to SEOs and the next 20 most highly-compensated employees (up to a total of 25 employees) that were based upon financial statements or other criteria that are later to be found to be materially inaccurate. In addition, compensation plans that would encourage manipulation of reported earnings to enhance the compensation of any employee are prohibited.

o	Limit on Tax Deduction – This provision of the EESA regulations limits our tax deduction for compensation paid to any SEO to $500,000 annually. The provision of

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EESA amended the Internal Revenue Code by adding 162(m)(5). Section 162(m)(5) imposes a $500,000 deduction limit. In addition, prior to the amendment, certain performance based compensation paid under shareholder approved plans did not count toward such deduction limit. EESA and Section 162(m)(5) eliminate that exclusion for the Company.

Prohibitions on Golden Parachute Payments – CPP participants are prohibited from making any golden parachute payments to SEOs and the next 5 most highly-compensated employees (up to a total of 10 employees). Golden parachute payments are defined as any payment for departure from a company for any reason, except for payments for services performed or benefits accrued. We present the estimated impact of this prohibition in our section on Potential Payments Upon Termination or Change in Control.

Limitations on Luxury Expenditures – Our Board must have a policy regarding excessive or luxury expenditures, including entertainment or events, office and facility renovations, aviation or other transportation services, and other activities or events that are not reasonable expenditures for staff development or reasonable performance incentives. Although a formal policy is not currently in place, we currently do not provide such expenditures and have not historically done so. For more details on the extent of perquisites and other expenditures provided to our SEOs please see the supplementary tables on perquisites which follow our Summary Compensation Table in this proxy.

o	Certification of Compliance – The CEO and CFO of a CPP participant must provide certification in writing of compliance with the guidelines to the SEC.

Binding SEO Agreements – Prior to selling the Company’s preferred stock to the Treasury, each of our SEOs executed an agreement which reduces his compensation and other benefits to the extent necessary to comply with these EESA requirements. These agreements will remain effective for so long as Treasury owns any of our CPP securities.

Non-Binding Advisory Proposal on the Compensation of our Named Executive Officers – In accordance with the ARRA and based on recent guidance issued be the SEC, the Board of Directors authorized a non-binding advisory shareholder vote on our executive compensation plans, programs, and arrangements. We include this proposal in our proxy filing.

With respect to actions yet to be taken, we are currently awaiting issuance of further guidance from the Treasury, but we intend to fully comply with such guidance once it becomes available.

• Financial Restatement. Currently, the Committee does not have an official policy governing retroactive modifications to any cash or equity based incentive compensation paid to the executive officers where the payment of such compensation was predicated upon the achievement of specified financial results that were subsequently the subject of a restatement. However, we adhere to Section 304 of the Sarbanes-Oxley Act of 2002 which requires that if a company is forced to restate its financials the company’s Chief Executive Officer and Chief Financial Officer must give back certain incentives based or equity based compensation received.

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We have never retroactively modified incentives or equity based compensation for our employees.

The Incentive Compensation Plan pays out quarterly based on our EPS for each quarter; however, only 60% of the value is paid out. The remaining 40% is held back until after ~~year end~~year-end earnings have been determined. If there is a decline in earnings for the year, amounts held back may not be paid to the executive officers as the annual incentive is based on our EPS.

Under the Treasury’s Troubled Asset Relief Program participants in the CPP are required to implement claw-back provisions on all incentive programs. The guidelines state all compensation plans must provide for the recovery of any bonus, retention award or incentive compensation paid to Senior Executive Officers and the next 20 most highly-compensated employees (up to 25 employees) that were based on financial statements or other criteria that are later found to be materially inaccurate. MidSouth Bank plans to comply with this requirement.

• Stock Ownership Requirements. The Committee does not maintain a policy relating to stock ownership guidelines or requirements for our executive officers. The Committee does not believe it is necessary to impose such a policy on the executive officers. Currently, the ~~Named Executive Officers,~~NEOs, as a group, hold a substantial portion of ~~the Company’s~~our stock. If circumstances change, the Committee will review whether such a policy is appropriate for ~~its~~our executive officers.

• Trading in the Company’s Stock Derivatives. The Committee does not have a policy prohibiting executive officers from purchasing or selling options on our stock, engaging in short sales with respect to our stock, or trading in puts, calls, straddles, equity swaps or other derivative securities that are directly linked to our stock. We are not aware that any of the executive officers have entered into these types of arrangements.

• Tax Deductibility of the Named Executive Officers’ Incentive and Equity Compensation. Section 162(m) of the Internal Revenue Code generally disallows a tax deduction to public companies for compensation over $1.0 million paid to a corporation’s Chief Executive Officer and the four other most highly compensated executive officers.

In connection with the compensation of our executive officers, the Committee is aware of section 162(m) as it relates to deductibility of qualifying compensation paid to executive officers. The Committee believes that compensation ~~to be paid~~earned in ~~2007~~2008 will not exceed the deductibility limitations on non-excluded compensation to certain executive officers.

TARP participants are subject to provisions of section 162(m)(5) of the Internal Revenue Code which limits the deduction of compensation to $500,000 per year for Senior Executive Officers. Compensation covered by this limitation includes incentive compensation and deferred compensation. We do not believe that compensation provided in 2008 surpasses the $500,000 level for any of our Senior Executive Officers.

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~~-26-~~

• Employment Agreements. In late 2007, we and Mr. C.R. Cloutier agreed upon a termination of his employment agreement. The termination of the agreement was effective on March 19, 2008 and was completed in compliance with the provisions of the agreement. This termination was conducted for the sole purpose of removing both us and Mr. Cloutier from any obligations per the terms of the agreement. There was no change in Mr. Cloutier’s employment status with us as a result of the agreement termination.

On January 15, 2009, Mr. Corrigan terminated employment with us by voluntary resignation. He received no benefit or payout in connection with this termination event.

We ~~have entered into~~currently maintain an employment ~~agreements~~agreement with our Chief ~~Executive Officer, Chief~~ Operations Officer, ~~and Chief Financial Officer.~~Ms. Karen L. Hail. We will enter into a new employment agreement with an executive officer or a potential candidate only when it is essential to attract or retain an exceptional employee. Any employment agreement with an executive officer must be approved by the Board ~~of Directors~~ and should have as short a term as possible and provide as few terms and conditions as are necessary to accomplish its purpose.

~~All of the~~The employment ~~agreements have~~agreement with Ms. Hail has trigger events that provide for the payment of severance to ~~the executive officer~~her upon certain termination events. We have included these trigger events in the employment ~~agreements~~agreement to provide a safe harbor so that ~~the executive officer~~Ms. Hail can provide services to us without being concerned about ~~his/~~her employment.

We do not maintain a separate severance plan for our executive officers. Severance benefits for our executive officers are limited to those as set forth in the respective executive officer’s employment agreement with us.

Set forth below are the general terms and conditions of ~~each of the~~Ms. Hail’s employment ~~agreements. Each executive~~agreement. Ms. Hail has the right to voluntarily terminate ~~his/~~her employment at any time.

Note that while under participation in the CPP, certain payouts under the agreement may be prohibited. We present the impact of these prohibitions in the section titled ~~___________________~~Potential Payments Upon Post-Termination in this proxy.

~~General~~

~~C.R. Cloutier - Chief Executive Officer~~

~~Karen L. Hail - Chief Operations Officer~~

~~Each~~The employment agreement is a one year written agreement and is automatically extended for one year every year thereafter, unless written notice of termination is given by any party to the agreement not later than 60 days before the end of the year. ~~Under Mr. Cloutier's and~~ Ms. ~~Hail's agreement, each of them~~Hail will receive a minimum annual base salary, term life insurance in the amount of four times annual base salary payable to a beneficiary of ~~his or~~ her choice, disability insurance of not less than two-thirds of annual base salary, an automobile furnished by ~~the Company~~us (including insurance, gasoline, and other routine maintenance), membership at a health club, and membership at a dinner club.

In the event that we terminate ~~Mr. Cloutier’s or~~ Ms. Hail's employment or do not extend the agreement, ~~each~~she will be entitled to severance pay equal to annual base salary at the time of termination. We will not be obligated to pay any severance pay in the event that ~~he or~~ she terminates voluntarily or is removed by a regulatory body.

Upon a change in control of ~~the Company, Mr. Cloutier or~~us, Ms. Hail ~~each~~ has the right to resign employment for Good Reason and receive as severance pay a sum equal to annual base salary immediately prior to the change in control, payable in twelve equal installments. Good Reason is deemed to occur upon one of the following events:

~~-27-~~-25-

(1)

a reduction in ~~the~~her salary or benefits ~~of the executive officer~~ in effect before the effective date of the change in control within two years after the effective date of the change in control;

(2)

a requirement that ~~executive officer~~she move ~~his~~her residence out of Lafayette, Louisiana;

(3)

a requirement that ~~executive officer~~she engage in excessive business travel (i.e., travel of more than 75 miles from Lafayette, Louisiana for more than an average of 7 business days per month) as part of ~~his~~her job duties; or

(4)

~~the executive officer’s~~her office is moved outside of the Lafayette MSA.

~~None of the executive officers~~Ms. Hail is not entitled to receive a Gross-Up payment in the event that ~~he or~~ she is subject to section 280G excise tax pursuant to a change in control of the Company.

~~J. Eustis Corrigan, Jr. - Chief Financial Officer~~

Mr. Corrigan’s employment agreement provides that he will receive a minimum annual base salary and is eligible to receive all standard benefits provided by us to other employees in positions comparable to his position. We are required to reimburse him for his COBRA premiums being paid in connection with his separation of employment from his previous employer until the date that he becomes eligible to participate in our group health insurance programs. In addition, Mr. Corrigan received a grant of 30,000 phantom shares (37,500 phantom shares adjusted for the 5:4 stock split on October 24, 2006) under the Incentive Compensation Plan and 15,000 stock options (18,750 stock options adjusted for the 5:4 stock split on October 24, 2006) under our Stock Incentive Plan. We are required to provide him with either a health club membership or a country club membership. The agreement also provides for the reimbursement of moving expenses incurred by Mr. Corrigan in moving from Texas to Lafayette. Mr. Corrigan was paid a signing bonus of $10,000 that will be earned over three years.

Upon the occurrence of a change in control of the Company during the first five years of Mr. Corrigan’s employment, Mr. Corrigan shall receive a sum equal to two times his annual base salary plus his prior year annual incentive payable in equal installments over twenty-four months in the event that his employment is involuntarily terminated by the Company.

• Tax and Accounting Implications. We ~~considers~~consider the tax and accounting implication regarding the delivery of different forms of compensation. We believe that the most efficient form of compensation for the executive officers is cash and, therefore, place a greater emphasis on cash compensation over other forms (i.e., equity).

~~-28-~~• §409A Compliance. All compensation plans and other relevant documents were reviewed and modified as needed to comply with Internal Revenue Code - Section §409A requirements as of year-end 2008.

COMPENSATION COMMITTEE REPORT

The Personnel Committee has reviewed and discussed the Compensation Discussion and Analysis with management. Based upon such review, the related discussions and such other matters deemed relevant and appropriate to the ~~Personnel~~ Committee, the ~~Personnel~~ Committee has recommended to the Board ~~of Directors~~ that the Compensation Discussion and Analysis be included in this Proxy Statement to be delivered to shareholders.


		Submitted by the Personnel Committee:

		Will Charbonnet Sr., Chairman
		James R. Davis, Jr.
		J. B. Hargroder, M.D.
		Joseph V. Tortorice, Jr.

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RISK COMMITTEE REPORT

The Risk Committee hereby certifies that is has reviewed the Senior Executive Officer (SEO) and Highly Compensated Employee (HCE) compensation arrangements and has made reasonable efforts to ensure that such arrangements do not encourage an SEO or HCE to take unnecessary and excessive risks that threaten the value of MidSouth Bancorp, Inc. The nature of the senior executive compensation arrangements reviewed, including compensation connected with stock performance and the employee stock ownership program contributions appear reasonably tied to the positive long-term performance and value of the company. None of the compensation aggregates reviewed are close to the deduction limit, for federal income tax purposes, for compensation for covered SEOs.
Submitted by the Risk Committee:
James R. Davis, Jr., Lead Director
Will Charbonnet Sr., Chairman of the Board
Teri Stelly, Controller (Interim Chief Financial Officer)
George Shafer, Compliance
Arleen Bodin, Security
Glenda Montet, Risk Manager
Karen Penny, Loan Review
Jay Angelle, Legal Counsel
Larry Miller, Auditor

-27-

SUMMARY COMPENSATION TABLE

The Summary Compensation Table below displays the total compensation awarded to, earned by or paid to the ~~Named Executive Officers~~NEOs for ~~2006.~~2006, 2007 and 2008. All amounts shown below are in dollars.

Name and
Principal
Position
Year
Salary ⁽¹⁾

Bonus⁽²⁾

Stock⁽³⁾
Award(s)

Option⁽⁴⁾
Award(s)

Non-Equity⁽⁵⁾
Incentive
Plan
Compensation

Change in
Pension Value
and Nonquali-
fied Deferred
Compensation
Earnings

All⁽⁶⁾
Other
Compen-sation
Total
($) ($) ($) ($) ($) ($) ($) ($)

(a) (b) (c) (d) (e) (f) (g) (h) (i) (j)
C.R. Cloutier 2006 $ 237,700 $ 0 $ 0 $ 10,069 $ 163,339 $ 0 $ 24,373 $ 435,481
President & Chief
Executive Officer

Karen L. Hail 2006 $ 179,995 $ 0 $ 0 $ 4,833 $ 82,250 $ 0 $ 27,152 $ 294,230
Senior Executive VP &
Chief Operations Officer

J. Eustis Corrigan, Jr.⁽⁷⁾
2006 $ 85,038 $ 10,000 $ 0 $ 13,108 $ 24,750 $ 0 $ 18,781 $ 151,677
Executive VP & Chief
Financial Officer

Donald R. Landry 2006 $ 147,777 $ 0 $ 0 $ 4,028 $ 57,733 $ 0 $ 23,844 $ 233,382
Executive VP &
Chief Lending Officer

A. Dwight Utz 2006 $ 93,348 $ 0 $ 0 $ 5,373 $ 32,346 $ 0 $ 8,641 $ 139,708
Senior VP & Retail
Executive Manager

~~___________________~~

~~-29-~~

¨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 Commission

¨ [ ]	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):

[ ]	$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.

	~~BY ORDER OF THE BOARD OF DIRECTORS~~

		BY ORDER OF THE BOARD OF DIRECTORS
		Karen L. Hail
		SEVP/Chief Operating Officer
		Secretary to the Board

Name	Age		Principal Occupation	Year First Became Director

Will Charbonnet, Sr.		61	Our Chairman of the Board; Treasurer and Managing Director of Crossroads Catholic Bookstore (non-profit corporation); Controller of Philadelphia Fresh Foods, L.L.C.	1984
Clayton Paul Hilliard		83	President of Badger Oil Corporation, Convexx Oil and Gas, Inc., and Warlord Oil Corporation; Manager, Uniqard, L.L.C.	1984
Joseph V. Tortorice, Jr.		59	C.E.O., Deli Management, Inc.	2004

	1)
	1)	Title of each class of securities to which transaction applies:

	2)
	2)	Aggregate number of securities to which transaction applies:

	3)
	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):

¨
[ ]	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.

	2)
	2)	Form, Schedule or Registration Statement No.:

	3)	Filing Party:

	4)	Date Filed:

Name	Amount and Nature of Beneficial Ownership⁽¹⁾			Percent of Class
Will G. Charbonnet, Sr.		153,120	^(1,2)		2.39	%
C. R. Cloutier		396,693	^(1,3)		6.16	%
James R. Davis, Jr.		71,348	⁽⁴⁾		1.12	%
Karen L. Hail		108,836	⁽⁵⁾		1.70	%
J. B. Hargroder, M.D.		444,503	^(1,6)		6.95	%
Clayton Paul Hilliard		236,188	⁽⁷⁾		3.69	%
Milton B. Kidd, III, O.D.		230,227			3.60	%
Timothy J. Lemoine		22,179	⁽⁸⁾		.35	%
Stephen C. May		133,070			2.08	%
R. Glenn Pumpelly		15,030			.24	%
William M. Simmons		203,928	⁽⁹⁾		3.19	%
Joseph V. Tortorice, Jr.		81,898			1.28	%
J. Eustis Corrigan, Jr.		5,448	⁽¹⁰⁾		.08	%
Jennifer S. Fontenot		26,781			.42	%
Donald R. Landry		98,400	⁽¹¹⁾		1.54	%
A. Dwight Utz		16,531	⁽¹²⁾		.26	%
All directors and executive officers as a group (19 persons)		2,291,284			35.37	%

Name and Address Of Beneficial Owner	Shares Beneficially Owned	Percent of Class

MidSouth Bancorp, Inc., Employee Stock Ownership Plan, ESOP Trustees and ESOP Administrative Committee P. O. Box 3745, Lafayette, LA 70502	511,710⁽¹⁾	8.00%

MidSouth Bancorp, Inc., ⁽²⁾ Directors Deferred Compensation Plan, Executive Committee P. O. Box 3745, Lafayette, LA 70502	325,026	5.08%

	Total Assets		Asset Growth			ROAA			ROAE
Summary of Peer Group (Yr-end 2006)		2006Y	3 Yr				2006Y			2006Y
Average		1,069,305		84.4	%		0.96	%		10.4	%
50th Percentile		990,350		54.4	%		0.90	%		9.6	%
MidSouth Bancorp, Inc.		805,022		86.0	%		1.08	%		14.7	%

	2006 Base Salary		2007 Base Salary

C.R. Cloutier	$	196,000	$	200,000

Karen L. Hail		149,595		157,000

J. Eustis Corrigan, Jr.		165,000		175,000

Donald R. Landry		139,552		147,000

A. Dwight Utz		98,348		112,000


		Submitted by the Risk Committee:

		James R. Davis, Jr., Lead Director
		Will Charbonnet Sr., Chairman of the Board
		Teri Stelly, Controller (Interim Chief Financial Officer)
		George Shafer, Compliance
		Arleen Bodin, Security
		Glenda Montet, Risk Manager
		Karen Penny, Loan Review
		Jay Angelle, Legal Counsel
		Larry Miller, Auditor

	1)
	1)	Amount Previously Paid:

Name and Principal Position	Year	Salary ⁽¹⁾		Bonus⁽²⁾		Stock⁽³⁾ Award(s)		Option⁽⁴⁾ Award(s)		Non-Equity⁽⁵⁾ Incentive Plan Compensation		Change in Pension Value and Nonquali- fied Deferred Compensation Earnings		All⁽⁶⁾ Other Compen-sation		Total
		($)		($)		($)		($)		($)		($)		($)		($)

(a)	(b)	(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
C.R. Cloutier	2006	$	237,700	$	0	$	0	$	10,069	$	163,339	$	0	$	24,373	$	435,481
President & Chief
Executive Officer

Karen L. Hail	2006	$	179,995	$	0	$	0	$	4,833	$	82,250	$	0	$	27,152	$	294,230
Senior Executive VP &
Chief Operations Officer

J. Eustis Corrigan, Jr.⁽⁷⁾	2006	$	85,038	$	10,000	$	0	$	13,108	$	24,750	$	0	$	18,781	$	151,677
Executive VP & Chief
Financial Officer

Donald R. Landry	2006	$	147,777	$	0	$	0	$	4,028	$	57,733	$	0	$	23,844	$	233,382
Executive VP &
Chief Lending Officer

A. Dwight Utz	2006	$	93,348	$	0	$	0	$	5,373	$	32,346	$	0	$	8,641	$	139,708
Senior VP & Retail
Executive Manager

Name and Principal Position	Year	Salary			Bonus(1)		Stock Awards		Option Awards(2)		Non-Equity Incentive Plan Compensation (3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Comp.(5)		Total
(a)	(b)	(c)			(d)		(e)		(f)		(g)		(h)		(i)		(j)
C.R. Cloutier, President & Chief Executive Officer	2008	$	200,000		$	100	$	0	$	0	$	108,938	$	0	$	90,970	$	400,008
	2007	$	199,833		$	0	$	0	$	4,127	$	173,750	$	0	$	85,133	$	462,843
	2006	$	196,000		$	0	$	0	$	10,069	$	163,339	$	0	$	80,216	$	449,624
J. Eustis Corrigan Jr., EVP & Chief Financial Officer	2008	$	190,000		$	3,434	$	0	$	24,650	$	32,681	$	0	$	18,902	$	269,667
	2007	$	174,584		$	3,333	$	0	$	24,650	$	52,125	$	0	$	12,097	$	266,789
	2006	$	85,038	(4)	$	3,333	$	0	$	13,108	$	24,750	$	0	$	14,140	$	140,369
Karen L. Hail, Senior Executive VP & Chief Operations Officer	2008	$	157,000		$	100	$	0	$	0	$	54,469	$	0	$	75,533	$	287,102
	2007	$	156,709		$	0	$	0	$	1,981	$	86,875	$	0	$	67,995	$	313,560
	2006	$	149,595		$	0	$	0	$	4,833	$	82,250	$	0	$	61,900	$	298,578
Donald R. Landry, Executive VP & Chief Lending Officer	2008	$	154,000		$	100	$	0	$	0	$	39,218	$	0	$	34,443	$	227,761
	2007	$	146,708		$	0	$	0	$	1,651	$	62,550	$	0	$	35,513	$	246,422
	2006	$	139,552		$	0	$	0	$	4,028	$	57,733	$	0	$	36,414	$	237,727
A. Dwight Utz, Senior VP & Chief Retail Officer	2008	$	121,000		$	100	$	0	$	1,942	$	24,009	$	0	$	11,129	$	158,180
	2007	$	112,000		$	0	$	0	$	1,942	$	38,293	$	0	$	10,428	$	162,663
	2006	$	98,348		$	0	$	0	$	5,373	$	44,346	$	0	$	10,172	$	158,239

C.L. Cloutier – All Other Compensation	2008
Auto Expense(a)	$	113
Board of Director Fees(b)	$	52,025
Cell Phone/ PDA	$	1,770
Club Membership	$	3,184
Company Contribution to Indexed Salary Continuation Plan Pre-Retirement Account(c)	$	10,956
Employer 401K Contribution	$	1,648
ESOP Contributions	$	10,178
Imputed Income from Split-Dollar Life Insurance	$	667
Supplemental Life Insurance	$	3,161
Supplemental Long-Term Disability Insurance	$	6,768
Uniform Allowance	$	500
Total	$	90,970

J. Eustis Corrigan Jr. - All Other Compensation	2008
Cell Phone/ PDA	$	1,120
Club Membership	$	3,830
Employer 401K Contribution	$	646
ESOP Contributions	$	10,178
Housing/ Relocation(a)	$	2,628
Uniform Allowance	$	500
Total	$	18,902

Karen L. Hail – All Other Compensation	2008
Auto Expense(a)	$	1,159
Board of Director Fees(b)	$	43,400
Cell Phone/ PDA	$	571
Club Membership	$	1,205
Company Contribution to Indexed Salary Continuation Plan Pre-Retirement Account(c)	$	10,374
Employer 401K Contribution	$	980
ESOP Contributions	$	10,178
Imputed Income from Split-Dollar Life Insurance	$	640
Supplemental Life Insurance	$	1,787
Supplemental Long-Term Disability Insurance	$	4,739
Uniform Allowance	$	500
Total	$	75,533

Donald R. Landry - All Other Compensation	2008
Auto Expense(a)	$	686
Board of Director Fees(b)	$	4,875
Cell Phone/ PDA	$	1,064
Club Membership	$	4,593
Company Contribution to Indexed Salary Continuation Plan Pre-Retirement Account(c)	$	8,956
Employer 401K Contribution	$	672
ESOP Contributions	$	9,414
Imputed Income from Split-Dollar Life Insurance	$	486
Supplemental Life Insurance	$	772
Supplemental Long-Term Disability Insurance	$	2,425
Uniform Allowance	$	500
Total	$	34,443

A. Dwight Utz - All Other Compensation	2008
Auto Expense(a)	$	196
Cell Phone/ PDA	$	1,087
Club Membership	$	1,218
Employer 401K Contribution	$	1,133
ESOP Contributions	$	6,995
Uniform Allowance	$	500
Total	$	11,129

				Estimated Future Payouts Under Non- Equity Incentive Plan Awards (2)
Name	Grant Date	Non-equity incentive Plan Awards: Number of Units or Other Rights (1)		Threshold		Target		Maximum
(a)	(b)			(c)		(d)		(e)
C.R. Cloutier	12/31/2008		131,250	$	0	$	108,938		--
J. Eustis Corrigan Jr.	12/31/2008		39,375	$	0	$	32,681		--
Karen L. Hail	12/31/2008		65,625	$	0	$	54,469		--
Donald R. Landry	12/31/2008		47,250	$	0	$	39,218		--
A. Dwight Utz	12/31/2008		28,926	$	0	$	24,009		--

	Grant Date	Non-Equity⁽¹⁾ Incentive Plan Awards: Number of Units or Other Rights		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All Other Stock Awards: Number of Shares of Stock or Units		All Other Option Awards: Number of Securities Underlying Options		Exercise or Base Price of Option Awards		Grant Date Fair Value of Stock and Option Awards
Name				Threshold		Target⁽²⁾		Maximum		Threshold		Target		Maximum
		(#)		($)		($)		($)		($)		($)		($)		(#)		(#)		($/sh)		($)

(a)	(b)	-		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)		(k)		(l)
C.R. Cloutier	12/13/2006		125,000		-	$	164,500		-		-		-		-		-		-		-		-

Karen L. Hail	12/13/2006		62,500		-	$	82,250		-		-		-		-		-		-		-		-

J. Eustis Corrigan, Jr.	6/21/2006		-		-		-		-		-		-		-		-		18,750	$	23.60	$	141,750
	12/13/2006		37,500		-	$	49,350		-		-		-		-		-		-		-		-

Donald R. Landry	12/13/2006		45,000		-	$	59,220		-		-		-		-		-		-		-		-

A. Dwight Utz	12/13/2006		24,579		-	$	32,346		-		-		-		-		-		-		-		-

	Option Awards⁽¹⁾										Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options		Option Exercise Price		Option Expiration Date		Number of Shares or Units of Stock That Have Not Vested		Market Value of Shares or Units of Stock that Have Not Vested		Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested		Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested
	(#)		(#)		(#)		($/sh)				(#)		($)		(#)		($)

(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)		(j)
C.R. Cloutier		22,230		-		-	$	3.53		2/28/2007		-		-		-		-
		23,042		-		-	$	8.16		2/28/2008		-		-		-		-
		18,907		4,727		-	$	6.88		5/31/2012		-		-		-		-
Karen L. Hail		10,635		-		-	$	8.16		2/28/2008		-		-		-		-
		9,075		2,269		-	$	6.88		5/31/2012		-		-		-		-
J. Eustis Corrigan, Jr.		-		18,750		-	$	23.60		6/21/2016		-		-		-		-
Donald R. Landry		1,891		1,890		-	$	6.88		5/31/2012		-		-		-		-
A. Dwight Utz		9,452		-		-	$	5.87		7/1/2011		-		-		-		-
		1,135		756		-	$	9.05		2/10/2013		-		-		-		-
		344		515		-	$	20.66		2/27/2014		-		-		-		-

	Option Awards					Stock Awards
Name	Number of Shares Acquired on Exercise		Value Realized on Exercise			Number of Shares Acquired on Vesting		Value Realized on Vesting
	(#)		($)			(#)		($)

(a)	(b)		(c)			(d)		(e)

C.R. Cloutier		5,000	$	115,950	⁽¹⁾		-		-

Karen L. Hail		25,525	$	646,804	⁽¹⁾		-		-

J. Eustis Corrigan, Jr.		-		-			-		-

Donald R. Landry		-		-			-		-

A. Dwight Utz		-		-			-		-

Name	Plan(1)(2)	Executive Contributions in Last Fiscal Year		Registrant Contributions in Last Fiscal Year		Aggregate Earnings in Last Fiscal Year		Aggregate Withdrawals/ Distributions		Aggregate Balance at Last Fiscal Year
(a)		(b)		(c)		(d)		(e)		(f)
C.R. Cloutier	DDCP	$	0	$	0	$	-609,762	$	0	$	784,367
C.R. Cloutier	EISCP	$	0	$	10,956	$	0	$	0	$	71,458
Karen L. Hail	DDCP	$	0	$	0	$	-391,082	$	0	$	503,051
Karen L. Hail	EISCP	$	0	$	10,374	$	0	$	0	$	59,346
Donald R. Landry	EISCP	$	0	$	8,956	$	0	$	0	$	50,351

Compensation and/or Benefits Payable Upon Termination	Early Retirement/ Voluntary Resignation		Involuntary Termination for Cause		Involuntary Termination without Cause		Termination in Connection with a Change in Control (without Cause or for Good Reason)		Termination in the Event of Disability		Termination in the Event of Death
C.R. Cloutier
Supplemental Life Insurance Death Benefit	$	0	$	0	$	0	$	0	$	0	$	400,000
Supplemental Long-Term Disability Benefit(1)	$	0	$	0	$	0	$	0	$	154,747	$	0
Executive Indexed Salary Continuation Benefit(1)	$	55,407	$	0	$	55,407	$	82,540	$	55,407	$	78,197
Split-Dollar Life Insurance	$	0	$	0	$	0	$	0	$	0	$	483,151
Intrinsic Value of Unvested Stock Options(2)	$	0	$	0	$	0	$	0	$	0	$	0
Total	$	55,407	$	0	$	55,407	$	82,540	$	210,154	$	961,348
Total Allowable Per ARRA Restrictions	$	55,407		--	$	55,407	$	55,407	$	210,154	$	961,348
J. Eustis Corrigan Jr.
Cash Severance Payment	$	0	$	0	$	0	$	453,418	$	0	$	0
Intrinsic Value of Unvested Stock Options(2)	$	0	$	0	$	0	$	0	$	0	$	0
Total	$	0	$	0	$	0	$	453,418	$	0	$	0
Total Allowable Per ARRA Restrictions		--		--		--	$	0		--		--
Karen L. Hail
Cash Severance Payment	$	0	$	0	$	157,000	$	157,000	$	0	$	0
Supplemental Life Insurance Death Benefit	$	0	$	0	$	0	$	0	$	0	$	500,000
Supplemental Long-Term Disability Benefit(1)	$	0	$	0	$	0	$	0	$	673,746	$	0
Executive Indexed Salary Continuation Benefit(1)	$	30,860	$	0	$	30,860	$	90,181	$	30,860	$	64,875
Split-Dollar Life Insurance	$	0	$	0	$	0	$	0	$	0	$	653,377
Intrinsic Value of Unvested Stock Options(2)	$	0	$	0	$	0	$	0	$	0	$	0
Total	$	30,860	$	0	$	187,860	$	247,181	$	704,606	$	1,218,252
Total Allowable Per ARRA Restrictions	$	30,860		--	$	30,860	$	90,181	$	704,606	$	1,218,252
Donald R. Landry
Supplemental Life Insurance Death Benefit	$	0	$	0	$	0	$	0	$	0	$	588,000
Supplemental Long-Term Disability Benefit(1)	$	0	$	0	$	0	$	0	$	736,683	$	0
Executive Indexed Salary Continuation Benefit(1)	$	23,017	$	0	$	23,017	$	90,327	$	23,017	$	55,100
Split-Dollar Life Insurance	$	0	$	0	$	0	$	0	$	0	$	623,298
Intrinsic Value of Unvested Stock Options(2)	$	0	$	0	$	0	$	0	$	0	$	0
Total	$	23,017	$	0	$	23,017	$	90,327	$	759,700	$	1,266,398
Total Allowable Per ARRA Restrictions	$	23,017		--	$	23,017	$	23,017	$	759,700	$	1,266,398
A. Dwight Utz
Intrinsic Value of Unvested Stock Options(2)	$	0	$	0	$	0	$	0	$	0	$	0
Total	$	0	$	0	$	0	$	0	$	0	$	0
Total Allowable Per ARRA Restrictions		--		--		--		--		--		--

Summary of Board Fee Schedule
Monthly Board Service Fee (Retainer)
Holding Company Board	$	750
Bank Board	$	250
Additional Monthly Fees (Retainer) per Responsibility
Board Chair	$	900
Board Vice-Chair	$	450
Audit Committee Chair	$	800
Holding Company Board Meeting Fees
Regular Board Meetings	$	500
Special Board Meetings	$	500
Committee Meetings
First Hour	$	200
Amounts Per Additional Hour	$	100
Bank Board Meeting Fees
Regular Board Meetings	$	500
Special Board Meetings	$	500
Committee Meetings
First Hour	$	200
Amounts Per Additional Hour	$	100

Name	Executive Contributions in Last Fiscal Year		Registrant⁽¹⁾ Contributions in Last Fiscal Year		Aggregate⁽²⁾ Earnings in Last Fiscal Year		Aggregate Withdrawls/ Distributions		Aggregate⁽³⁾ Balance at Last Fiscal Year End
	($)		($)		($)		($)		($)

(a)	(b)		(c)		(d)		(e)		(f)

C.R. Cloutier		-	$	7,076	$	11,672		-	$	106,140

Karen L. Hail		-	$	6,652	$	7,486		-	$	74,946

J. Eustis Corrigan, Jr.		-		-		-		-		-

Donald R. Landry		-	$	5,708		-		-	$	32,554

A. Dwight Utz		-		-		-		-		-

				Committees of the Board (2)
Director	Employee of the Company	Holding Company Board	Bank Board	Audit	Comp	Exec	Nom	Corp Gov
Will Charbonnet Sr.	No	Chair	Chair	Member	Chair	Chair	Member	Member
James R. Davis Jr.	No	Lead	Member	Chair	Member
J.B. Hargroder, M.D.	No	Vice-Chair	Vice-Chair		Member	Member	Chair	Chair
Clayton Paul Hilliard	No	Member	Member	Member			Member	Member
Milton B. Kidd III, O.D.	No	Member	Member	Member
Timothy J. Lemoine	No	Member	Member
Stephen C. May (1)	No	Member	Member
R. Glenn Pumpelly	No	Member	Member			Member
William M. Simmons	No	Member	Member				Member	Member
Joseph V. Tortorice, Jr.	No	Member	Member		Member	Member
C.R. Cloutier	Yes	Member	Member			Member
Karen L. Hail	Yes	Member	Member
Total Members as of 12/31/2008		11	11	4	4	5	4	4
Number of Meetings Held During 2008		12	10	10	4	10	1	1

Element	Voluntary Resignation		Involuntary Termination		Termination in Connection with a Change in Control (Without Cause or For Good Reason)		Termination in the Event of Disability		Termination in the Event of Death		Termination in the Event of Retirement
Cash Severance Payment⁽¹⁾	$	0	$	196,000	$	196,000	$	0	$	0	$	0

Stock Option Awards⁽²⁾		0		0		114,772		0		0		0

Total	$	0	$	196,000	$	310,772	$	0	$	0	$	0

Director Name	Fees Earned or Paid in Cash			Stock Award(s)		Option⁽²⁾ Award(s)		Non-Equity Incentive Plan Compensation		Change in Pension Value and Nonqualified Deferred Compensation Earning		All⁽²⁾ Other Compen-sation		Total
	($)			($)		($)		($)		($)		($)		($)
																��
(a)	(b)			(c)		(d)		(e)		(f)		(g)		(h)

Will Charbonnet, Sr.	$	45,550			-		-		-		-		-	$	45,550
C. R. Cloutier		41,700	⁽³⁾		-		-		-		-		-		41,700
James R. Davis, Jr.		31,480			-		-		-		-		-		31,480
Karen L. Hail		30,400			-		-		-		-		-		30,400
J. B. Hargroder, M.D.		47,935	⁽³⁾		-		-		-		-		-		47,935
Clayton Paul Hilliard		24,100			-		-		-		-		-		24,100
Milton B. Kidd, III, O.D.		23,140			-		-		-		-		-		23,140
Donald R. Landry		8,225			-		-		-		-		-		8,225
Timothy J. Lemoine		22,500			-		-		-		-		-		22,500
Stephen C. May		20,070			-		5,225		-		-		-		25,295
R. Glenn Pumpelly		17,445			-		-		-		-		-		17,445
William M. Simmons		35,500	⁽³⁾		-		-		-		-		-		35,500
Joseph V. Tortorice, Jr.		20,995	⁽³⁾		-		-		-		-		-		20,995

	*Period Ending*
*Index*	12/31/01	12/31/02	12/31/03	12/31/04	12/30/05	12/31/06
MidSouth Bancorp, Inc.	100.00	151.73	307.64	332.74	369.98	538.90
Russell 3000	100.00	78.46	102.83	115.11	122.16	141.35
SNL $250M-$500M Bank Index	100.00	128.95	186.31	211.46	224.51	234.58
SNL $500M-$1B Bank Index	100.00	127.67	184.09	208.62	217.57	247.44


		By the members of the Audit Committee:

		James R. Davis, Jr.
		Will Charbonnet, Sr.
		Clayton Paul Hilliard
		Milton B. Kidd, III, O.D.