ex10-3.htm


    
      

    

    LETTER
AGREEMENT

     

    January
9, 2009


     

    MidSouth
Bancorp, Inc. (the “Company”) anticipates
entering into a Securities Purchase Agreement (the “Agreement”), with the
United States Department of Treasury (“Treasury”) that
provides for the Company’s participation in the Treasury’s TARP Capital Purchase
Program (the “CPP”). If the Company
does not participate or ceases at any time to participate in the CPP, this
letter (“Letter
Agreement”) shall be of no further force and effect.

     

    For the
Company to participate in the CPP and as a condition to the closing of the
investment contemplated by the Agreement, the Company is required to establish
specified standards for incentive compensation to its senior executive officers
and to make changes to its compensation arrangements. To comply with these
requirements, and in consideration of the benefits that you will receive as a
result of the Company’s participation in the CPP, you agree as
follows:

     

    
      
        
          
            
              
                
                  	
                          (1)

                        	
                          No Golden Parachute
      Payments. The Company is prohibiting any golden parachute payment
      to you during any “CPP Covered Period”. A “CPP
      Covered Period” is any period during which (a) you are
      a senior executive officer and (b) Treasury holds an equity or debt
      position acquired from the Company in the
CPP.

                        


                

              

            

          

        

      

    

     

    
      	
              (2)

            	
              Recovery of Bonus and Incentive
      Compensation. Any bonus and incentive compensation paid to you
      during a CPP Covered Period is subject to recovery or “clawback” by the
      Company if the payments were based on materially inaccurate financial
      statements or any other materially inaccurate performance metric
      criteria.

            


    

     

    
      
        	
                (3)

              	
                Compensation Program
      Amendments. Each of the Company’s compensation, bonus, incentive
      and other benefit plans, arrangements and agreements (including golden
      parachute, severance and employment agreements) (collectively, “Benefit
      Plans”) with respect to you is hereby amended to the extent
      necessary to give effect to provisions (1) and (2). For reference,
      certain affected Benefit Plans are set forth in Appendix A to this letter.
      In addition, the Company is required to review its Benefit Plans to ensure
      that they do not encourage senior executive officers to take unnecessary
      and excessive risks that threaten the value of the Company. To the extent
      any such review requires revisions to any Benefit Plan with respect to
      you, you and the Company agree to negotiate such changes promptly and in
      good faith.

              


      

    

     

    
      	
              (4)

            	
              Definitions and
      Interpretation. This letter shall be interpreted as
      follows:

            


    

     

    
      	 
      	
              •

            	 
      	
              “Senior
      executive officer” means the Company’s “senior executive officers” as
      defined in subsection 111(b)(3) of EESA.

            
	 
      	
              •

            	 
      	
              “Golden
      parachute payment” is used with same meaning as in
      Section 111(b)(2)(C) of EESA.

            


    

     

    
      	 
      	
              •

            	 
      	
              “EESA”
      means the Emergency Economic Stabilization Act of 2008 as implemented by
      guidance or regulation issued by the Department of the Treasury and as
      published in the Federal Register on October 20,
  2008.

            


    

     

    
      	 
      	
              •

            	 
      	
              The
      term “Company” includes any entities treated as a single employer with the
      Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You
      are also delivering a waiver pursuant to the Agreement, and, as between
      the Company and you, the term “employer” in that waiver will be deemed to
      mean the Company as used in this
letter.

            


    

     

    
      	 
      	
              •

            	 
      	
              The
      term “CPP Covered Period” shall be limited by, and interpreted in a manner
      consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing
      Date).

            


    

     

    
      	 
      	
              •

            	 
      	
              Provisions
      (1) and (2) of this letter are intended to, and will be
      interpreted, administered and construed to, comply with Section 111
      of EESA (and, to the maximum extent consistent with the preceding, to
      permit operation of the Benefit Plans in accordance with their terms
      before giving effect to this
letter).

            


    

     

    
      	
              (5)

            	
              Miscellaneous. To the
      extent not subject to federal law, this letter will be governed by and
      construed in accordance with the laws of the State of Louisiana. This
      letter may be executed in two or more counterparts, each of which will be
      deemed to be an original. A signature transmitted by facsimile will be
      deemed an original signature.

            


    

     

    The
Company’s Board of Directors appreciates the concessions you are making and
looks forward to your continued leadership during these financially turbulent
times.

    
      
        	 
      	 
      	 
      
	
                Yours
      sincerely,

              
	 
      
	
                MidSouth
      Bancorp, Inc.

              
	 
      	 
      
	
                By:

              	 
      	
                
                   /s/ Will
      Charbonnet, Sr.

                

              
	
                Name:

              	 
      	
                Will
      Charbonnet, Sr.

              
	
                Title:

              	 
      	
                Compensation
      Committee Chairman

              


      

    

     

    Intending
to be legally bound, I agree with and accept the foregoing terms on the date set
forth below.

    
      	 
      	 
	
              
                 /s/ C.R.
      Cloutier

              

            	 
	
              C.R.
      Cloutier, President/C.E.O.

            	 
	 
      	 
	 
      	 
	
              Date:
      January 9, 2009

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    LETTER
AGREEMENT

     

    January
9, 2009


     

    MidSouth
Bancorp, Inc. (the “Company”) anticipates
entering into a Securities Purchase Agreement (the “Agreement”), with the
United States Department of Treasury (“Treasury”) that
provides for the Company’s participation in the Treasury’s TARP Capital Purchase
Program (the “CPP”). If the Company
does not participate or ceases at any time to participate in the CPP, this
letter (“Letter
Agreement”) shall be of no further force and effect.

     

    For the
Company to participate in the CPP and as a condition to the closing of the
investment contemplated by the Agreement, the Company is required to establish
specified standards for incentive compensation to its senior executive officers
and to make changes to its compensation arrangements. To comply with these
requirements, and in consideration of the benefits that you will receive as a
result of the Company’s participation in the CPP, you agree as
follows:

     

    
      
        
          
            	
                    (1)

                  	
                    No Golden Parachute
      Payments. The Company is prohibiting any golden parachute payment
      to you during any “CPP Covered
      Period”. A “CPP Covered
      Period” is any period during which (a) you are a senior
      executive officer and (b) Treasury holds an equity or debt position
      acquired from the Company in the
CPP.

                  


          

        

      

    

     

    
      	
              (2)

            	
              Recovery of Bonus and Incentive
      Compensation. Any bonus and incentive compensation paid to you
      during a CPP Covered Period is subject to recovery or “clawback” by the
      Company if the payments were based on materially inaccurate financial
      statements or any other materially inaccurate performance metric
      criteria.

            


    

     

    
      
        	
                (3)

              	
                Compensation Program
      Amendments. Each of the Company’s compensation, bonus, incentive
      and other benefit plans, arrangements and agreements (including golden
      parachute, severance and employment agreements) (collectively, “Benefit
      Plans”) with respect to you is hereby amended to the extent
      necessary to give effect to provisions (1) and (2). For reference,
      certain affected Benefit Plans are set forth in Appendix A to this letter.
      In addition, the Company is required to review its Benefit Plans to ensure
      that they do not encourage senior executive officers to take unnecessary
      and excessive risks that threaten the value of the Company. To the extent
      any such review requires revisions to any Benefit Plan with respect to
      you, you and the Company agree to negotiate such changes promptly and in
      good faith.

              


      

    

     

    
      	
              (4)

            	
              Definitions and
      Interpretation. This letter shall be interpreted as
      follows:

            


    

     

    
      	 
      	
              •

            	 
      	
              “Senior
      executive officer” means the Company’s “senior executive officers” as
      defined in subsection 111(b)(3) of EESA.

            
	 
      	
              •

            	 
      	
              “Golden
      parachute payment” is used with same meaning as in
      Section 111(b)(2)(C) of EESA.

            


    

     

    
      	 
      	
              •

            	 
      	
              “EESA”
      means the Emergency Economic Stabilization Act of 2008 as implemented by
      guidance or regulation issued by the Department of the Treasury and as
      published in the Federal Register on October 20,
  2008.

            


    

     

    
      	 
      	
              •

            	 
      	
              The
      term “Company” includes any entities treated as a single employer with the
      Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You
      are also delivering a waiver pursuant to the Agreement, and, as between
      the Company and you, the term “employer” in that waiver will be deemed to
      mean the Company as used in this
letter.

            


    

     

    
      	 
      	
              •

            	 
      	
              The
      term “CPP Covered Period” shall be limited by, and interpreted in a manner
      consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing
      Date).

            


    

     

    
      	 
      	
              •

            	 
      	
              Provisions
      (1) and (2) of this letter are intended to, and will be
      interpreted, administered and construed to, comply with Section 111
      of EESA (and, to the maximum extent consistent with the preceding, to
      permit operation of the Benefit Plans in accordance with their terms
      before giving effect to this
letter).

            


    

     

    
      	
              (5)

            	
              Miscellaneous. To the
      extent not subject to federal law, this letter will be governed by and
      construed in accordance with the laws of the State of Louisiana. This
      letter may be executed in two or more counterparts, each of which will be
      deemed to be an original. A signature transmitted by facsimile will be
      deemed an original signature.

            


    

     

    The
Company’s Board of Directors appreciates the concessions you are making and
looks forward to your continued leadership during these financially turbulent
times.

    
      
        	 
      	 
      	 
      
	
                Yours
      sincerely,

              
	 
      
	
                MidSouth
      Bancorp, Inc.

              
	 
      	 
      
	
                By:

              	 
      	
                
                   /s/ Will Charbonnet,
      Sr.

                

              
	
                Name:

              	 
      	
                Will
      Charbonnet, Sr.

              
	
                Title:

              	 
      	
                Compensation
      Committee Chairman

              


      

    

     

    Intending
to be legally bound, I agree with and accept the foregoing terms on the date set
forth below.

    
      	 
      	 
	
              
                 /s/ J. E. Corrigan,
      Jr.

              

            	 
	
              J.
      E. Corrigan, Jr., SEVP/C.F.O.

            	 
	 
      	 
	 
      	 
	
              Date:
      January 9, 2009

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    LETTER
AGREEMENT

     

    January
9, 2009


     

    MidSouth
Bancorp, Inc. (the “Company”) anticipates
entering into a Securities Purchase Agreement (the “Agreement”), with the
United States Department of Treasury (“Treasury”) that
provides for the Company’s participation in the Treasury’s TARP Capital Purchase
Program (the “CPP”). If the Company
does not participate or ceases at any time to participate in the CPP, this
letter (“Letter
Agreement”) shall be of no further force and effect.

     

    For the
Company to participate in the CPP and as a condition to the closing of the
investment contemplated by the Agreement, the Company is required to establish
specified standards for incentive compensation to its senior executive officers
and to make changes to its compensation arrangements. To comply with these
requirements, and in consideration of the benefits that you will receive as a
result of the Company’s participation in the CPP, you agree as
follows:

     

    
      
        	
                (1)

              	
                No Golden Parachute
      Payments. The Company is prohibiting any golden parachute payment
      to you during any “CPP Covered
      Period”. A “CPP Covered
      Period” is any period during which (a) you are a senior
      executive officer and (b) Treasury holds an equity or debt position
      acquired from the Company in the
CPP.

              


      

    

     

    
      	
              (2)

            	
              Recovery of Bonus and Incentive
      Compensation. Any bonus and incentive compensation paid to you
      during a CPP Covered Period is subject to recovery or “clawback” by the
      Company if the payments were based on materially inaccurate financial
      statements or any other materially inaccurate performance metric
      criteria.

            


    

     

    
      
        	
                (3)

              	
                Compensation Program
      Amendments. Each of the Company’s compensation, bonus, incentive
      and other benefit plans, arrangements and agreements (including golden
      parachute, severance and employment agreements) (collectively,“Benefit
      Plans”) with respect to you is hereby amended to the extent
      necessary to give effect to provisions (1) and (2). For reference,
      certain affected Benefit Plans are set forth in Appendix A to this letter.
      In addition, the Company is required to review its Benefit Plans to ensure
      that they do not encourage senior executive officers to take unnecessary
      and excessive risks that threaten the value of the Company. To the extent
      any such review requires revisions to any Benefit Plan with respect to
      you, you and the Company agree to negotiate such changes promptly and in
      good faith.

              


      

    

     

    
      	
              (4)

            	
              Definitions and
      Interpretation. This letter shall be interpreted as
      follows:

            


    

     

    
      	 
      	
              •

            	 
      	
              “Senior
      executive officer” means the Company’s “senior executive officers” as
      defined in subsection 111(b)(3) of EESA.

            
	 
      	
              •

            	 
      	
              “Golden
      parachute payment” is used with same meaning as in
      Section 111(b)(2)(C) of EESA.

            


    

     

    
      	 
      	
              •

            	 
      	
              “EESA”
      means the Emergency Economic Stabilization Act of 2008 as implemented by
      guidance or regulation issued by the Department of the Treasury and as
      published in the Federal Register on October 20,
  2008.

            


    

     

    
      	 
      	
              •

            	 
      	
              The
      term “Company” includes any entities treated as a single employer with the
      Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You
      are also delivering a waiver pursuant to the Agreement, and, as between
      the Company and you, the term “employer” in that waiver will be deemed to
      mean the Company as used in this
letter.

            


    

     

    
      	 
      	
              •

            	 
      	
              The
      term “CPP Covered Period” shall be limited by, and interpreted in a manner
      consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing
      Date).

            


    

     

    
      	 
      	
              •

            	 
      	
              Provisions
      (1) and (2) of this letter are intended to, and will be
      interpreted, administered and construed to, comply with Section 111
      of EESA (and, to the maximum extent consistent with the preceding, to
      permit operation of the Benefit Plans in accordance with their terms
      before giving effect to this
letter).

            


    

     

    
      	
              (5)

            	
              Miscellaneous. To the
      extent not subject to federal law, this letter will be governed by and
      construed in accordance with the laws of the State of Louisiana. This
      letter may be executed in two or more counterparts, each of which will be
      deemed to be an original. A signature transmitted by facsimile will be
      deemed an original signature.

            


    

     

    The
Company’s Board of Directors appreciates the concessions you are making and
looks forward to your continued leadership during these financially turbulent
times.

    
      
        	 
      	 
      	 
      
	
                Yours
      sincerely,

              
	 
      
	
                MidSouth
      Bancorp, Inc.

              
	 
      	 
      
	
                By:

              	 
      	
                
                   /s/ Will Charbonnet,
      Sr.

                   

                

              
	
                Name:

              	 
      	
                Will
      Charbonnet, Sr.

              
	
                Title:

              	 
      	
                Compensation
      Committee Chairman

              


      

    

     

    Intending
to be legally bound, I agree with and accept the foregoing terms on the date set
forth below.

    
      	 
      	 
	
              
                 /s/ Karen L.
      Hail

              

            	 
	
              Karen
      L. Hail, SEVP/C.O.O.

            	 
	 
      	 
	 
      	 
	
              Date:
      January 9, 2009

            	 


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    LETTER
AGREEMENT

     

    January
9, 2009


     

    MidSouth
Bancorp, Inc. (the “Company”) anticipates
entering into a Securities Purchase Agreement (the “Agreement”), with the
United States Department of Treasury (“Treasury”) that
provides for the Company’s participation in the Treasury’s TARP Capital Purchase
Program (the “CPP”). If the Company
does not participate or ceases at any time to participate in the CPP, this
letter (“Letter
Agreement”) shall be of no further force and effect.

     

    For the
Company to participate in the CPP and as a condition to the closing of the
investment contemplated by the Agreement, the Company is required to establish
specified standards for incentive compensation to its senior executive officers
and to make changes to its compensation arrangements. To comply with these
requirements, and in consideration of the benefits that you will receive as a
result of the Company’s participation in the CPP, you agree as
follows:

     

    
      
        	
                (1)

              	
                No Golden Parachute
      Payments. The Company is prohibiting any golden parachute payment
      to you during any “CPP Covered
      Period”. A “CPP Covered
      Period” is any period during which (a) you are a senior
      executive officer and (b) Treasury holds an equity or debt position
      acquired from the Company in the
CPP.

              


      

    

     

    
      	
              (2)

            	
              Recovery of Bonus and Incentive
      Compensation. Any bonus and incentive compensation paid to you
      during a CPP Covered Period is subject to recovery or “clawback” by the
      Company if the payments were based on materially inaccurate financial
      statements or any other materially inaccurate performance metric
      criteria.

            


    

     

    
      
        	
                (3)

              	
                Compensation Program
      Amendments. Each of the Company’s compensation, bonus, incentive
      and other benefit plans, arrangements and agreements (including golden
      parachute, severance and employment agreements) (collectively, “Benefit
      Plans”) with respect to you is hereby amended to the extent
      necessary to give effect to provisions (1) and (2). For reference,
      certain affected Benefit Plans are set forth in Appendix A to this letter.
      In addition, the Company is required to review its Benefit Plans to ensure
      that they do not encourage senior executive officers to take unnecessary
      and excessive risks that threaten the value of the Company. To the extent
      any such review requires revisions to any Benefit Plan with respect to
      you, you and the Company agree to negotiate such changes promptly and in
      good faith.

              


      

    

     

    
      	
              (4)

            	
              Definitions and
      Interpretation. This letter shall be interpreted as
      follows:

            


    

     

    
      	 
      	
              •

            	 
      	
              “Senior
      executive officer” means the Company’s “senior executive officers” as
      defined in subsection 111(b)(3) of EESA.

            
	 
      	
              •

            	 
      	
              “Golden
      parachute payment” is used with same meaning as in
      Section 111(b)(2)(C) of EESA.

            


    

     

    
      	 
      	
              •

            	 
      	
              “EESA”
      means the Emergency Economic Stabilization Act of 2008 as implemented by
      guidance or regulation issued by the Department of the Treasury and as
      published in the Federal Register on October 20,
  2008.

            


    

     

    
      	 
      	
              •

            	 
      	
              The
      term “Company” includes any entities treated as a single employer with the
      Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You
      are also delivering a waiver pursuant to the Agreement, and, as between
      the Company and you, the term “employer” in that waiver will be deemed to
      mean the Company as used in this
letter.

            


    

     

    
      	 
      	
              •

            	 
      	
              The
      term “CPP Covered Period” shall be limited by, and interpreted in a manner
      consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing
      Date).

            


    

     

    
      	 
      	
              •

            	 
      	
              Provisions
      (1) and (2) of this letter are intended to, and will be
      interpreted, administered and construed to, comply with Section 111
      of EESA (and, to the maximum extent consistent with the preceding, to
      permit operation of the Benefit Plans in accordance with their terms
      before giving effect to this
letter).

            


    

     

    
      	
              (5)

            	
              Miscellaneous. To the
      extent not subject to federal law, this letter will be governed by and
      construed in accordance with the laws of the State of Louisiana. This
      letter may be executed in two or more counterparts, each of which will be
      deemed to be an original. A signature transmitted by facsimile will be
      deemed an original signature.

            


    

     

    The
Company’s Board of Directors appreciates the concessions you are making and
looks forward to your continued leadership during these financially turbulent
times.

    
      
        
          	
                   
      

                	 
      	 
      
	
                  Yours
      sincerely,

                
	
                   
      

                
	
                  MidSouth
      Bancorp, Inc.

                
	 
      	 
      
	
                  By:

                	 
      	
                  
                     /s/ Will Charbonnet,
      Sr.

                     

                  

                
	
                  Name:

                	 
      	
                  Will
      Charbonnet, Sr.

                
	
                  Title:

                	 
      	
                  Compensation
      Committee Chairman

                


        

      

    

     

    Intending
to be legally bound, I agree with and accept the foregoing terms on the date set
forth below.

    
      	 
      	 
	
              
                 /s/ Donald R.
      Landry

              

            	 
	
              Donald
      R. Landry, SEVP/C.L.O.

            	 
	 
      	 
	 
      	 
	
              Date:
      January 9, 2009

            	 


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    LETTER
AGREEMENT

     

    January
9, 2009


     

    MidSouth
Bancorp, Inc. (the “Company”) anticipates
entering into a Securities Purchase Agreement (the “Agreement”), with the
United States Department of Treasury (“Treasury”) that
provides for the Company’s participation in the Treasury’s TARP Capital Purchase
Program (the “CPP”). If the Company
does not participate or ceases at any time to participate in the CPP, this
letter (“Letter
Agreement”) shall be of no further force and effect.

     

    For the
Company to participate in the CPP and as a condition to the closing of the
investment contemplated by the Agreement, the Company is required to establish
specified standards for incentive compensation to its senior executive officers
and to make changes to its compensation arrangements. To comply with these
requirements, and in consideration of the benefits that you will receive as a
result of the Company’s participation in the CPP, you agree as
follows:

     

    
      
        	
                (1)

              	
                No Golden Parachute
      Payments. The Company is prohibiting any golden parachute payment
      to you during any “CPP Covered
      Period”. A “CPP Covered
      Period” is any period during which (a) you are a senior
      executive officer and (b) Treasury holds an equity or debt position
      acquired from the Company in the
CPP.

              


      

    

     

    
      	
              (2)

            	
              Recovery of Bonus and Incentive
      Compensation. Any bonus and incentive compensation paid to you
      during a CPP Covered Period is subject to recovery or “clawback” by the
      Company if the payments were based on materially inaccurate financial
      statements or any other materially inaccurate performance metric
      criteria.

            


    

     

    
      
        	
                (3)

              	
                Compensation Program
      Amendments. Each of the Company’s compensation, bonus, incentive
      and other benefit plans, arrangements and agreements (including golden
      parachute, severance and employment agreements) (collectively, “Benefit
      Plans”) with respect to you is hereby amended to the extent
      necessary to give effect to provisions (1) and (2). For reference,
      certain affected Benefit Plans are set forth in Appendix A to this letter.
      In addition, the Company is required to review its Benefit Plans to ensure
      that they do not encourage senior executive officers to take unnecessary
      and excessive risks that threaten the value of the Company. To the extent
      any such review requires revisions to any Benefit Plan with respect to
      you, you and the Company agree to negotiate such changes promptly and in
      good faith.

              


      

    

     

    
      	
              (4)

            	
              Definitions and
      Interpretation. This letter shall be interpreted as
      follows:

            


    

     

    
      	 
      	
              •

            	 
      	
              “Senior
      executive officer” means the Company’s “senior executive officers” as
      defined in subsection 111(b)(3) of EESA.

            
	 
      	
              •

            	 
      	
              “Golden
      parachute payment” is used with same meaning as in
      Section 111(b)(2)(C) of EESA.

            


    

     

    
      	 
      	
              •

            	 
      	
              “EESA”
      means the Emergency Economic Stabilization Act of 2008 as implemented by
      guidance or regulation issued by the Department of the Treasury and as
      published in the Federal Register on October 20,
  2008.

            


    

     

    
      	 
      	
              •

            	 
      	
              The
      term “Company” includes any entities treated as a single employer with the
      Company under 31 C.F.R. § 30.1(b) (as in effect on the Closing Date). You
      are also delivering a waiver pursuant to the Agreement, and, as between
      the Company and you, the term “employer” in that waiver will be deemed to
      mean the Company as used in this
letter.

            


    

     

    
      	 
      	
              •

            	 
      	
              The
      term “CPP Covered Period” shall be limited by, and interpreted in a manner
      consistent with, 31 C.F.R. § 30.11 (as in effect on the Closing
      Date).

            


    

     

    
      	 
      	
              •

            	 
      	
              Provisions
      (1) and (2) of this letter are intended to, and will be
      interpreted, administered and construed to, comply with Section 111
      of EESA (and, to the maximum extent consistent with the preceding, to
      permit operation of the Benefit Plans in accordance with their terms
      before giving effect to this
letter).

            


    

     

    
      	
              (5)

            	
              Miscellaneous. To the
      extent not subject to federal law, this letter will be governed by and
      construed in accordance with the laws of the State of Louisiana. This
      letter may be executed in two or more counterparts, each of which will be
      deemed to be an original. A signature transmitted by facsimile will be
      deemed an original signature.

            


    

     

    The
Company’s Board of Directors appreciates the concessions you are making and
looks forward to your continued leadership during these financially turbulent
times.

    
      
        	 
      	 
      	 
      
	
                Yours
      sincerely,

              
	 
      
	
                MidSouth
      Bancorp, Inc.

              
	 
      	 
      
	
                By:

              	 
      	
                
                   /s/ Will Charbonnet,
      Sr.

                   

                

              
	
                Name:

              	 
      	
                Will
      Charbonnet, Sr.

              
	
                Title:

              	 
      	
                Compensation
      Committee Chairman

              


      

    

     

    Intending
to be legally bound, I agree with and accept the foregoing terms on the date set
forth below.

    
      	 
      	 
	
              
                 /s/ A. Dwight
      Utz

              

            	 
	
              A.
      Dwight Utz, EVP/C.R.O.

            	 
	 
      	 
	 
      	 
	
              Date:
      January 9, 2009