Midsouth Bancorp (MSL) 8-K/A Completion of Acquisition or Disposition of Assets

EXHIBIT 99.3

The following unaudited pro forma statement of operations data for the nine months ended September 30, 2012, and for the year ended December 31, 2011, give effect to the merger as if it occurred on January 1, 2011. The unaudited pro forma combined balance sheet data was computed as if the merger had been completed on September 30, 2012. This information is based on the historical consolidated balance sheets and related adjusted historical consolidated statements of income of MidSouth and PSB and gives effect to the merger using the purchase method of accounting for business combinations. The pro forma financial information assumes that no adjustments are made to the merger consideration as a result of the credit losses on the specified loans for purposes of the CVR payment exceeding the threshold that would require adjustment thereto.

The companies may have performed differently had they been combined at the date or for the periods presented. You should not rely on the selected unaudited pro forma combined financial data as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that MidSouth will experience after the merger.

The unaudited pro forma combined financial data includes estimated adjustments to record assets and liabilities of PSB at their respective fair values and represents estimates based on available information. The pro forma adjustments included herein are subject to change as additional information becomes available.  The final allocation of the purchase price will be determined after further analyses with respect to the fair value of tangible and intangible assets as of the date the merger is completed.  The excess of the total purchase price over the net of the amounts assigned to tangible and identifiable intangible assets acquired and liabilities assumed is recognized as goodwill.  The final adjustments may be materially different from the unaudited pro forma adjustments presented herein.

MidSouth Bancorp, Inc. and Subsidiaries
Unaudited Pro Forma Combined Consolidated Statement of Operations
(in thousands)
	For the Nine Months Ended September 30, 2012
	MidSouth		PSB Financial			Pro Forma
	Bancorp, Inc.		Corp			Acquisition					Combined
	Historical		Historical			Adjustments					Pro Forma
Interest income:
Loans, including fees	$	37,298	$	11,003		$	1,517		(1	)	$	49,818
Investments		8,609		3,208			(675	)	(2	)		11,022
							(120	)	(3	)
Federal funds sold		6		13			-					19
Interest bearing deposits in other banks		73		37			-					110
Total interest income		45,986		14,261			722					60,969
Interest expense:
Deposits		3,189		1,675			(149	)	(4	)		4,715
Other borrowings		564		559			(274	)	(5	)		849
Junior subordinated debentures		733		401			-					1,134
Total interest expense		4,486		2,635			(423	)				6,698
Net interest income		41,500		11,626			1,145					54,271
Provision for loan losses		1,550		154			-					1,704
Net interest income after provision for loan losses		39,950		11,472			1,145					52,567
Non-interest income:
Service charges on deposits		5,590		1,492			-					7,082
Gain or loss on securities, net		204		(194	)		-					10
Other charges and fees		5,453		1,072			-					6,525
Total non-interest income		11,247		2,370			-					13,617
Non-interest expenses:
Salaries and employee benefits		18,511		5,425			(1,486	)	(6	)		22,450
Occupancy expense		8,283		1,449			-					9,732
FDIC Insurance		695		229			-					924
Other		12,599		3,870			(705	)	(7	)		15,764
Total non-interest expenses		40,088		10,973			(2,191	)				48,870
Income before income taxes		11,109		2,869			3,336					17,314
Provision for income taxes		3,096		703			1,168					4,967
Net earnings	$	8,013	$	2,166		$	2,168				$	12,347
Dividends on preferred stock		1,180		146			300		(8	)		1,626
Net earnings available to common shareholders	$	6,833	$	2,020		$	1,868				$	10,721
Weighted average common shares outstanding:
Basic		10,471		73								11,228
Diluted		10,499		73								11,812
Earnings per share:
Basic	$	0.65	$	27.75							$	0.95
Diluted	$	0.65	$	27.75							$	0.94

(1) To record the accretion of the fair value adjustments to loans

(2) To record the increase in bond amortization as a result of the acquisition

(3) To record the opportunity cost of cash paid out to PSB shareholders

(4) To record the amortization of the fair value adjustments to deposits

(5) To record the amortization of the fair value adjustments to FHLB advances

(6) To record the estimated cost savings resulting from the acquisition

(7) To record the estimated cost savings resulting from the acquisition, net of the core deposit intangible amortization

(8) To record the dividend on preferred stock issued to PSB shareholders

MidSouth Bancorp, Inc. and Subsidiaries
Unaudited Pro Forma Combined Consolidated Statement of Operations
(in thousands)
	For the Twelve Months Ended December 31, 2011
	MidSouth		PSB Financial		Pro Forma
	Bancorp, Inc.		Corp		Acquisition					Combined
	Historical		Historical		Adjustments					Pro Forma
Interest income:
Loans, including fees	$	41,887	$	14,001	$	3,905		(1	)	$	59,793
Investments		8,910		4,971		(1,000	)	(2	)		12,721
						(160	)	(3	)
Federal funds sold		14		17		-					31
Interest bearing deposits in other banks		196		19		-					215
Total interest income		51,007		19,008		2,745					72,760
Interest expense:
Deposits		4,023		3,074		(399	)	(4	)		6,698
Other borrowings		808		1,392		(368	)	(5	)		1,832
Junior subordinated debentures		971		778		-					1,749
Total interest expense		5,802		5,244		(767	)				10,279
Net interest income		45,205		13,764		3,512					62,481
Provision for loan losses		3,925		729		-					4,654
Net interest income after provision for loan losses		41,280		13,035		3,512					57,827
Non-interest income:
Service charges on deposits		6,921		3,076		-					9,997
Gain or loss on securities, net		99		1,816		-					1,915
Other charges and fees		6,041		139		-					6,180
Total non-interest income		13,061		5,031		-					18,092
Non-interest expenses:
Salaries and employee benefits		21,763		7,867		(1,237	)	(6	)		28,393
Occupancy expense		9,281		1,129		-					10,410
Other		18,260		5,756		(445	)	(7	)		23,571
Total non-interest expenses		49,304		14,752		(1,682	)				62,374
Income before income taxes		5,037		3,314		5,194					13,545
Provision for income taxes		564		854		1,766					3,184
Net earnings	$	4,473	$	2,460	$	3,428				$	10,361
Dividends on preferred stock		1,802		195		400		(8	)		2,397
Net earnings available to common shareholders	$	2,671	$	2,265	$	3,028				$	7,964
Weighted average common shares outstanding:
Basic		9,787		73							10,544
Diluted		9,799		73							11,112
Earnings per share:
Basic	$	0.27	$	31.02						$	0.76
Diluted	$	0.27	$	31.02						$	0.75

(1) To record the accretion of the fair value adjustments to loans

(2) To record the increase in bond amortization as a result of the acquisition

(3) To record the opportunity cost of cash paid out to PSB shareholders

(4) To record the amortization of the fair value adjustments to deposits

(5) To record the amortization of the fair value adjustments to FHLB advances

(6) To record the estimated cost savings resulting from the acquisition

(7) To record the estimated cost savings resulting from the acquisition, net of the core deposit intangible amortization

(8) To record the dividend on preferred stock issued to PSB shareholders

MidSouth Bancorp, Inc. and Subsidiaries
Unaudited Pro Forma Combined Consolidated Balance Sheet
(in thousands)
	September 30, 2012
	MidSouth			PSB Financial			Pro Forma
	Bancorp, Inc.			Corp			Acquisition					Combined
Assets	Historical			Historical			Adjustments					Pro Forma
Cash and due from banks	$	57,155		$	22,348		$	(25,606	)	(1	)	$	53,897
Federal funds sold		2,500			5,800			-					8,300
Time Deposits in other banks		709			-			-					709
Securities available-for-sale		341,170			162,849			-					504,019
Securities held-to-maturity		117,628			-			-					117,628
Other investments		5,820			2,489			-					8,309
Loans		808,833			269,684			(12,535	)	(2	)		1,065,982
Allowance for loan losses		(7,374	)		(3,580	)		3,580		(3	)		(7,374	)
Loans, net of allowance		801,459			266,104			(8,955	)				1,058,608
Bank premises and equipment, net		48,086			11,834			578		(4	)		60,498
Accrued interest receivable		5,562			2,055			-					7,617
Goodwill		24,824			3,364			14,061		(5	)		42,249
Other assets		24,023			16,586			2,662		(6	)		43,585
								314		(7	)
Total Assets	$	1,428,936		$	493,429		$	(16,946	)			$	1,905,419
Liabilities and Stockholders' Equity
Liabilities:
Deposits	$	1,179,012		$	402,995		$	722		(8	)	$	1,582,729
Notes payable		-			27,483			1,832		(9	)		29,315
Securities sold under repurchase agreements		55,233			1,085			-					56,318
Junior subordinated debenture		15,465			13,919			-					29,384
Other liabilities		10,891			7,667			(2,747	)	(10	)		17,811
								2,000		(11	)
Total liabilities		1,260,601			453,149			1,807					1,715,557
Stockholders' Equity:													-
Preferred stock		32,000			9,603			394		(12	)		41,997
Common stock		1,063			720			(644	)	(13	)		1,139
Additional paid-in-capital		99,066			477			10,977		(14	)		110,520
Unearned ESOP shares		-			(173	)		173		(15	)		-
Accumulated other comprehensive income		9,390			3,245			(3,245	)	(16	)		9,390
Treasury stock		(3,286	)		-			-					(3,286	)
Retained earnings		30,102			26,408			(26,408	)	(17	)		30,102
Total stockholders' equity		168,335			40,280			(18,753	)				189,862
Total Liabilities and Stockholders' Equity	$	1,428,936		$	493,429		$	(16,946	)			$	1,905,419

(1)  To record $16.0 million of cash paid to PSB common stockholders and $9.603 million paid to PSB preferred stockholder for redemption of CDCI shares

(2)  To record estimated fair value adjustment of PSB's loans

(3)  To eliminate preacquisition allowance for loan losses on PSB's financial statements

(4)  To record estimated fair value adjustment of PSB's premises and equipment

(5)  To eliminate preacquisition goodwill on PSB's financial statements and record goodwill on acquisition

(6)  To record estimated fair value of the core deposit intangible of PSB

(7)  To record estimated fair value adjustment of PSB's other assets

(8)  To record estimated fair value adjustment of PSB's time deposits

(9)  To record estimated fair value adjustment of PSB's FHLB advances

(10) To record the estimated deferred income taxes of PSB

(11) To record liability for expected payment amount of Contingent Value Right (CVR) of $2.0 million, the maximum potential payout under thethe terms of the CVR agreement

(12) To record the redemption of PSB preferred stock and the issuance of MidSouth preferred stock to be issued to PSB's stockholders

(13) To eliminate the par value of PSB common stock and to record the par value of MidSouth stock to be issued to PSB's stockholders

(14) To eliminate the the additional paid-in-capital on PSB's financial statements and record the excess of fair value over par value ofMidSouth common stock to be issued to PSB's stockholders

(15) To eliminate value of preacquisition unearned ESOP shares on PSB's financial statements

(16) To eliminate preacquisition accumulated other comprehensive income on PSB's financial statements

(17) To eliminate preacquisition retained earnings on PSB's financial statements